J.L. BRUCE LIMITED

The undersigned, being the only members 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 21 January 2008, pursuant to the Company’s Articles of Association, the following written resolution (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.

“That the Company be wound up voluntarily and that Richard Howard Toone and Kevin Anthony Murphy, both 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, to act jointly and severally.”

R B Shepherd and Mrs H A Turrell and Mrs A Wansbrough-White, Shareholders

21 January 2008.