COOPER (800) LIMITED

In accordance with section 381A Companies Act 1985, we being the sole Member of Cooper (800) Limited, who at the date of these written Resolutions, 26 May 2006, at 11.40 am, are entitled to attend and vote at a General Meeting of Cooper (800) Limited, hereby resolve that the Resolutions as set out below be effective as a Special Resolution, as Ordinary Resolutions and as Extraordinary Resolutions respectively of Cooper (800) Limited as if they had been passed by us at a General Meeting of Cooper (800) Limited duly convened and held. We hereby acknowledge that a declaration of solvency has been sworn prior to the passing of these Resolutions by Dennis May, being the sole Director of Cooper (800) Limited. “That the Company be wound up voluntarily, that John Paul Bateman and Brian Green, of KPMG LLP, 8 Princes Parade, Liverpool L3 1QH, be and are hereby appointed Joint Liquidators for the purpose of such winding-up, and that any power conferred on them by the Company, or by law, be exercisable by them jointly, or by either of them alone, that the remuneration of the Joint Liquidators be fixed on the basis of time properly spent by the Joint Liquidators and their staff in attending to matters arising in the liquidation, that the Joint Liquidators be and are hereby authorised to divide among the Members in specie or in kind the whole or any part of the assets of the Company as the Joint Liquidators may determine, and that the Liquidators be and are hereby authorised to exercise any of the powers contained in Part 1 of Schedule 4 of the Insolvency Act 1986.” D May, duly authorised representative of Frederick Cooper Limited.