META RETAIL LIMITED

The following Resolutions were duly passed as Special Resolutions, as Extraordinary Resolutions and as an Ordinary Resolution respectively, on 16 September 2004: “That the Company be wound up voluntarily, that Malcom Cohen and Antony Nygate, of BDO Stoy Hayward LLP, 8 Baker Street, London W1U 3LL, are hereby appointed as Joint Liquidators of the Company to act for the purpose of winding-up the Company’s affairs, that authority is conferred upon the Joint Liquidators and they are hereby directed pursuant to section 10 of the Insolvency Act 1986 on behalf of the Company to enter into and carry out the arrangements in the terms set out in the draft section 110 agreement annexed, that Malcolm Cohen and Antony Nygate, of BDO Stoy Hayward LLP, 8 Baker Street, London W1U 3LL, as Liquidators, are hereby authorised to make distributions is specie, as they may determine, of the assets of the Company during the administration of the winding-up, that the Joint Liquidators be authorised under the provisions of section 165(2) to exercise the powers laid down in Schedule 4, Part I of the Insolvency Act 1986, and that the remuneration of the Joint Liquidators be fixed on the basis of time properly spent by them as Liquidators and their staff in attending to matters arising.” F Jacobs