SOFTWARE DEVELOPMENT SYSTEMS LIMITED

We, the undersigned being the Sole Member for the time being of Software Development Systems Limited (the “Company”) entitled to receive notice of and to attend and vote at General Meetings of the Company hereby pass the following Written Resolutions and agree that the said Resolutions shall, pursuant to section 381A of the Companies Act 1985 for all purposes be as valid and effective as if the Resolutions had been passed as a Special Resolution, an Ordinary Resolution and as an Extraordinary Resolution respectively at a General Meeting of the Company duly convened and held. It is noted that it is intended that the Company be placed in Members’ voluntary liquidation and for this purpose it is noted that the Directors of the Company have sworn statutory declarations that they have made full enquiry into the affairs of the Company and have formed the opinion that it will be able to pay its debts, including interest, within a period not exceeding one year from the commencement of the winding-up of the Company. “It is resolved that the Company be wound up voluntarily, and that Andrew David Conquest and Nicholas Stuart Wood of Grant Thornton, Grant Thornton House, Melton Street, Euston Square, London NW1 2EP, be and are hereby appointed Joint Liquidators for the purposes of such winding-up, that any act required or authorised under any enactment to be done by them may be done by either or both of them and that the Joint Liquidators be remunerated by reference to the time properly given by them and their staff in attending to the matters arising in the winding-up, and that the Joint Liquidators be hereby authorised, in accordance with the Company’s articles of association, to distribute in specie to the Sole Member of the Company the whole or any part of the assets of the Company in such manner as they shall think fit.” M Zellner, for and on behalf of Software Development Systems, Inc. 18 August 2003.