THORNHILL SECURITIES LIMITED

Registered Number: SC196814

The Companies Acts 1985 and 1989

Written Record of

Special Resolution

Dated: 7th February 2003

The undernoted resolutions, such resolutions to have effect as either a Special or Ordinary Resolution as indicated were duly passed in an Extraordinary General Meeting of the Members of the Company held at Glasgow the date hereof:

Special Resolution

1.	That the company be wound up voluntarily.
Ordinary Resolution
2.	That Thomas McLennan of Tenon Scotland be appointed liquidator for the purpose of winding up the Company and be given the unconditional authority to finalise and give effect to a proposed Business Transfer and Share Allotment Agreement between, inter alia, the Company and Newco (739) Limited.
Stuart Wilson, Director

For and on Behalf of Thornhill Securities Limited