VENTAIR LIMITED

At an Extraordinary General Meeting of the Members of the above-named Company, duly convened, and held at New Guild House, 45 Great Charles Street, Queensway, Birmingham B3 2LX, on 28 January 2005, the following Resolutions were duly passed, as an Extraordinary Resolution and as an Ordinary Resolution respectively: “That it has been proved to the satisfaction of this Meeting that the Company cannot, by reason of its liabilities, continue its business, and that it is advisable to wind up the same, and accordingly that the Company be wound up voluntarily, and that Ian J Gould, of PKF, New Guild House, 45 Great Charles Street, Queensway, Birmingham B3 2LX and Edward T Kerr, of PKF, Pannell House, 159 Charles Street, Leicester LE1 1LD, be and they are hereby appointed Joint Liquidators for the purposes of such winding-up, and that they are empowered to act jointly and severally in all matters.” B Knight, Director