Resolutions for Winding-up

-1.55217553.795612LS1 4HG2006-12-062007-01-02Insolvency Act 1986The City of LeedsCompanies Act 1985TSO (The Stationery Office), St Crispins, Duke Street, Norwich, NR3 1PD, 01603 622211,

(Company Number 4432896) Pursuant to section 381A Companies Act 1985 we, the undersigned, being all of the Members of the Company, having the right to vote at General Meetings or authorised agents of such Members, signify our assent to the passing of the Resolutions set out below under the Company’s articles of association to the effect that such Resolutions shall be deemed to be as effective as if they had been passed at a General Meeting of the Company, duly convened and held. The following Resolutions were duly passed, as a Special Resolution, as an Extraordinary Resolution and as Ordinary Resolutions respectively: “That the Company be wound up voluntarily, and that Joint Liquidators be appointed for the purposes of such winding-up, and that in accordance with the provisions of the Company’s articles of association, the Joint Liquidators be and are hereby authorised to divide and distribute among the Members as appropriate, in specie or in kind, the whole or any part of the assets of the Company and to determine how such division and distribution shall be carried out as between the Members, and that Lindsey J Cooper and Philip Edward Pierce, of Baker Tilly, Brazennose House, Lincoln Square, Manchester M2 5BL, and Baker Tilly, 2 Whitehall Quay, Leeds LS1 4HG, respectively, be and are hereby appointed as Joint Liquidators for the purposes of such winding-up, and that any power conferred on them by the Company or by the law be exercisable by them jointly or by either of them alone, and that the Joint Liquidators’ fees and disbursements be fixed on the basis of the time necessarily spent by them and their staff in the discharge of their duties at Baker Tilly’s standard charging rates, together with any out of pocket expenses incurred, and may be drawn on account, and that the Joint Liquidators be authorised to draw “Category 2” disbursements out of the assets as an expense of the liquidation, at the rates disclosed in the policy statement circulated to Shareholders, and that the Joint Liquidators be and are hereby authorised under the provisions of section 165 of the Insolvency Act 1986, to exercise the powers laid down in Schedule 4, Part 1 of the said Act.” A Wild, on behalf of Natural Retreats LP 6 December 2006.