HIGHMOOR GROUP LIMITED

At an Extraordinary General Meeting of the above-named Company, duly convened, and held on 3rd April 1998, the following Resolutions were duly passed, as Special Resolutions:   “That the Company be wound up voluntarily, and that Peter Terry, of KPMG, St. James Square, Manchester M2 6DS, be and he is hereby appointed as Liquidator for the purposes of the winding-up referred to in the Resolution above, and that the Liquidator be and he is hereby authorised in accordance with the Company’s Articles of Association to divide among the Members of the Company and to distribute to them in specie, the whole or any part of the assets in such manner as he thinks fit, and that, without prejudice to the generality of the above-mentioned Resolution, the Liquidator be and he is hereby authorised and directed, pursuant to section 110 of the Insolvency Act 1986, to enter into and give effect to an agreement between the Company (1), Limeglade Limited (2), Bartondrum Limited (3), William Ainscough (4) and Eileen Ainscough (5), initialled for the purposes of identification by the Liquidator for the sale by the Company acting by the Liquidator of the shares held by the Company in the capital of Northern Venture Capital Limited to Limeglade Limited in consideration of Limeglade Limited allotting shares to William Ainscough and the shares held by the Company in the capital of Windermere Marine Village Limited to Bartondrum Limited in consideration of Bartondrum Limited allotting shares to Eileen Ainscough.” Chairman