FW (HOLDINGS) LIMITED

We, the undersigned, being all the Members for the time being entitled to receive notice of and to attend and vote at General Meetings of the Company, pass the following Resolutions as Special Resolutions pursuant to the Articles of Association of the Company and section 381A of the Companies Act 1985:   “That the Company be wound up voluntarily, and that Edward Klempka and Stuart Charles Edward Mackellar, both care of Coopers & Lybrand, Benson House, 33 Wellington Street, Leeds LS1 4JP, be and they are hereby appointed as the Joint Liquidators of the Company for the purpose of winding-up the affairs and distributing the assets of the Company, that the remuneration to be paid to the Liquidators, in addition to their costs, charges and expenses shall be fixed by the Directors, and that the Liquidators shall divide among the Members according to their rights and interests in the Company any surplus assets of the Company in specie or the proceeds of sale thereof or partly on one way and partly in the other as in their absolute discretion they shall decide.” P. Edwards, Director