NARDELLO & CO. LIMITED

At an Extraordinary General Meeting of the above-named Company, duly convened, and held at Nardello Schwartz & Co. LLC, 1114 Avenue of the Americas, New York 10036, on 10 April 2006, the following Resolutions were duly passed, as a Special Resolution and as Ordinary Resolutions respectively: “That the Company be wound up voluntarily, that Ian Franses of Ian Franses Associates, 24 Conduit Place, London W2 1EP, be appointed Liquidator of the Company for the purposes of the voluntary winding-up, that the fees of Ian Franses Associates of £5,000 plus VAT for assisting in the preparation of the Declaration of Solvency and placing the Company into Members’ voluntary liquidation, be approved and these be drawn once the Company has been placed into liquidation, that the Liquidator be remunerated in accordance with his time cost plus VAT, and in the event of the Liquidator’s total time costs, including the time spent to prepare the Declaration of Solvency, exceed the £5,000 sanction must be obtained from the sole Member of the Company in respect of any further drawings.” D A Nardello, Chairman