DELTA MOTOR COMPANY (WINDSOR) SALES LIMITED

At an adjourned Extraordinary General Meeting of the above-named Company convened and held at 9 Portland Square, Bristol BS2 8ST, on 24 January 2005, at 3.00 pm, the following Resolutions were duly passed as a Special Resolution and as Ordinary Resolutions respectively: “That the Company be wound up voluntarily, that Colin Andrew Prescott, of Moore Stephens, 1-2 Little King Street, Bristol BS1 4HW, be and is hereby appointed Liquidator for the purpose of such winding-up who may exercise the powers contained in Schedule 4 in Part 1 of the Insolvency Act 1986, and may divide among the Members in specie the whole or any part of the assets of the Company, that the fees of the Liquidator be fixed by reference to the time properly given by him and his staff in attending to matters arising in the liquidation and that such fees may be drawn on account from funds held pursuant to Rule 4.127(2)(b) of the Insolvency Rules 1986 and that the Liquidator be authorised to draw those disbursements arising from a re-charge of internal costs and expenses in dealing with the Estate defined as Category 2 disbursements and these disbursements may be drawn from funds held as incurred.” J Houdret, Chairman