HEARST ELECTRICAL LIMITED

At an Extraordinary General Meeting of the above-named Company held at Edmundson House, Tatton Street, Knutsford, Cheshire WA16 6AY, on 19th December 1997, at 11.25 a.m. the following Special Resolution was duly passed:   “That the Company be wound up as a Members’ Voluntary Liquidation, and that Steven Anthony Pearson and Ian Clifford Powell, of Price Waterhouse, 101 Barbirolli Square, Lower Mosley Street, Manchester M2 3PW, are hereby appointed as its Liquidators to act jointly and severally in all matters.” ( D. T. McNair, Chairman