GATEACRE HALL HOTEL LIMITED

At an Extraordinary General Meeting of the above-named Company convened and held at 107 Woolton Hill Road, Liverpool L25 4RE, on 12 March 2004, at 3.00 pm the following Resolutions were duly passed as a Special Resolution, as Ordinary Resolutions and as an Extraordinary Resolution respectively: “That the Company be wound up voluntarily, and that John Malcolm Titley, of DTE Leonard Curtis, Hollins Mount, Bury BL9 8AT, be appointed as Liquidator for the purpose of such winding-up and that the remuneration of the Liquidator be fixed on the basis of time and expenses properly incurred by him and his staff in attending matters arising in connection with the winding-up and that the Liquidator may divide among the Members of the Company in specie the whole or any part of the assets of the Company and may, for that purpose, value any assets and determine how the division shall be carried out as between the Members.” W Taylor, Chairman