________  (ACN ________)
(hereinafter "the Company")

RESOLUTION OF THE SOLE MEMBER
Corporations Act 2001 (Cth) — Sections 249A and 249B

This resolution of the sole member of the Company (hereinafter the "Resolution") is dated this ________ day of ________.

§ 1. BACKGROUND

(a) The Company is a proprietary company duly incorporated and registered under the Corporations Act 2001 (Cth) and has its registered office at ________, in the State of ________.

(b) ________ of ________ (hereinafter the "Member") confirms that the Member is the sole member of the Company and the only person entitled to vote at a general meeting of the Company.

(c) Pursuant to section 249B of the Corporations Act 2001 (Cth), a company that has only one member may pass a resolution by the member recording it and signing the record, and the resolution so passed is taken to have been passed at a general meeting of the Company.

(d) The Member has formed the opinion that the Company is solvent and will be able to pay its debts in full within a period not exceeding twelve (12) months after the commencement of the winding up, and intends that this voluntary winding up be a members' voluntary winding up in accordance with Part 5.5 of the Corporations Act 2001 (Cth).

§ 2. RESOLUTIONS

(a) The Member hereby resolves as follows:

(I) That the Company be wound up voluntarily as a members' voluntary winding up pursuant to section 491 of the Corporations Act 2001 (Cth), such winding up to commence on ________.

(II) That a written declaration of solvency in accordance with section 494 of the Corporations Act 2001 (Cth), made by the director(s) of the Company and lodged with the Australian Securities and Investments Commission, be made prior to the passing of this Resolution.

(III) That ________ of ________, being a registered liquidator who has provided written consent to act pursuant to section 532 of the Corporations Act 2001 (Cth), be appointed liquidator of the Company for the purposes of the winding up.

(IV) That the remuneration of the liquidator be fixed at ________, together with reimbursement of all reasonable costs, disbursements and expenses properly incurred in connection with the winding up of the Company, and that such remuneration be approved in accordance with sections 60-10 and 60-12 of Schedule 2 to the Corporations Act 2001 (Cth) (the Insolvency Practice Schedule (Corporations)).

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(b) This Resolution constitutes a resolution of the Company duly passed under section 249B of the Corporations Act 2001 (Cth) and is taken to have been passed at a general meeting of the Company.

(c) This Resolution may be signed by the Member in a single document or in counterparts, each of which when signed and delivered is an original and all of which together constitute one and the same instrument, and shall take effect on the date first written above.

(d) This Resolution is governed by and shall be construed in accordance with the laws of the State of ________ and the Commonwealth of Australia.

EXECUTED BY THE SOLE MEMBER:

................................................
Signature of Member: ________

................................................
Date: ________

In the presence of:

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Signature of Witness: ________

Address of Witness: ________

Date: ________