QUARTZ SOFTWARE LIMITED

At an Extraordinary General Meeting of the above-named Company, duly convened, and held at BDO Stoy Hayward, Beneficial Buildings, 28 Paradise Circus, Birmingham B1 2JB, on 11th June 1998, the subjoined Extraordinary Resolution was duly passed:   “That it has been proved to the satisfaction of this Meeting that the Company cannot, by reason of its liabilities, continue its business, and that it is advisable to wind up the same, and accordingly that the Company be wound up voluntarily, and that T. Mitchell of BDO Stoy Hayward, Beneficial Building, 28 Paradise Circus, Birmingham B1 2BJ, be and he is hereby appointed Liquidator for the purposes of such winding-up.”   At a subsequent Meeting of Creditors, duly convened pursuant to section 98 of the Insolvency Act 1996 and held on the same day, the appointment of T. Mitchell was confirmed. C. Williams, Chairman