Resolution for Winding-Up

At the Extraordinary General Meeting of

TPFI LIMITED

STUART WYSE OGILVIE ESTATES LIMITED

held on 13 December 2004, the following Resolutions were passed:

Special Resolution

1.  “That the Company be wound up voluntarily.”

Ordinary Resolution

2.  “That Tim Walsh and Jonathan Sisson of PricewaterhouseCoopers LLP, Benson House, 33 Wellington Street, Leeds LS1 4JP, be and are hereby appointed Joint Liquidators of the Company for the purposes of such winding-up, and any act required or authorised under any enactment to be done by the Joint Liquidators is to be done by all or any one or more of the persons for the time being holding office.”

D R Rose, Chairman