NETCLEAR LIMITED

(Company Number 03088899) I, the undersigned, being the sole Member of the Company who, at the date of this Resolution would be entitled to attend and vote at General Meetings of the Company, hereby passed the following Special Resolution and agree that the said Resolution shall, for all purposes be as valid and effective as if the same had been passed at a General Meeting of the Company, duly convened and held: “That the Company be wound up voluntarily and that Stephen Goderski, of Geoffrey Martin & Co, 7-8 Conduit Street, London W1S 2XF, be appointed Liquidator of the Company for the purposes of the voluntary winding-up.” M A Murray, Director/Representative of Whereonearth Limited 20 September 2006.