M&P MOTORCYCLE ACCESSORIES LIMITED

Pursuant to sections 381A of the Companies Act 1985 and 84(i)(b) of the Insolvency Act 1986, we, being all the Members of the Company who would, at the date of these Resolutions have been entitled to vote upon them as if they had been proposed at a General Meeting at which we were present, pass the following Resolutions as an Extraordinary Resolution and as an Ordinary Resolution respectively:
“That it has been proved to the satisfaction of the Shareholders that the Company cannot, by reason of its liabilities, continue its business, and that the Company be wound up voluntarily, and that David Kenneth Duggins and Elizabeth Anne Bingham of Ernst & Young LLP, 1 More London Place, London SE1 2AF, be and hereby are appointed Joint Liquidators.”
Action Leisure plc, Corporate Director
25 April 2006.