EMESS GROUP SERVICES LIMITED

The undersigned, being the sole Member of the Company who (at the date of this Resolution) would have been entitled to receive notice of, attend and vote at General Meetings, hereby passes on 18 December 2006, pursuant to the Company’s Articles of Association, the following written Resolution (Resolution numbered 1 which would otherwise be required to be passed as a Special Resolution) and 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. 1. As a Special Resolution: “That the Company be wound up voluntarily, and that Richard Howard Toone and David Anthony Ingram, of Chantrey Vellacott DFK LLP, Russell Square House, 10-12 Russell Square, London WC1B 5LF, be and are hereby appointed as Joint Liquidators for the purposes of such winding-up.” Westcity PLC, Member