MILLFIELD ARTS TRUST LIMITED

At an Extraordinary General Meeting of the above-named Company, duly convened, and held at 66 Wigmore Street, London W1A 3RT, on 1 February 2005, at 11.00 am, the following Resolutions were duly passed, as a Special Resolution, as an Ordinary Resolution, as an Extraordinary Resolution and as Ordinary Resolutions respectively: “That the Company be wound up voluntarily, that Nicholas Hugh O’Reilly and Sarah Megan Rayment, both of Numerica, PO Box 2653, 66 Wigmore Street, London W1A 3RT, be and are hereby appointed Joint Liquidators for the purpose of the voluntary winding-up, that the Joint Liquidators be and are hereby authorised to distribute, amongst the Shareholders, in specie all or any part of the assets of the Company, that anything required or authorised to be done by the Joint Liquidators be and are hereby authorised to be done by both or either of them, that the Company’s books and records be and are hereby authorised to be destroyed 12 months after the dissolution of the Company and that the Joint Liquidator’s remuneration for dealing with matters arising in the liquidation should be calculated by reference to the time costs properly incurred but will not exceed £10,000 plus VAT and disbursements. To the extent that further investigations would be required, or realisation of assets and/or assessment and agreement of liabilities a composite rate of £275 per hour (plus VAT and disbursements) would be charged by the Joint Liquidators and their staff and authority is hereby given for the Joint Liquidators to draw their remuneration on this basis.” A J Brookman, Chairman