CHASMBRIDGE LIMITED

At an Extraordinary General Meeting of the single Member of the above-named Company, duly convened, and held on 9th February 1998, the following Resolutions were duly passed as Special Resolutions, an Ordinary Resolution and Extraordinary Resolutions respectively:   “That it is desirable that the Company be wound up voluntarily and that Colin Graham Bird and Anthony Victor Lomas, of Price Waterhouse, 1 London Bridge, London SE1 9QL (“Liquidators”) be and are hereby appointed Liquidators for the purpose of winding-up the Company’s affairs and distributing its assets and that any act required or authorised under any enactment to be done by the Liquidators may be done by one or more of the persons for the time being holding the office of Liquidator, and that the draft Business Transfer Agreement is expressed to be made between (1) the Company acting by the Liquidators (2) W. R. Grace Limited (formerly Chasmbridge Limited) (3) Darex UK Limited, (4) Cryovac UK Limited, (5) W.R. Grace & Co.-Conn., and (6) the Liquidators be approved and that the Liquidators be authorised pursuant to section 110 of the Insolvency Act 1986 (“Act”) on behalf of the Company to enter into and carry into effect an agreement in the form of the above-mentioned draft, and that the remuneration of the Liquidators be fixed in accordance with Rule 4.148A(2)(b) of the Insolvency Rules 1986, and that, pursuant to section 165(2)(a) of the Act, the Liquidators may exercise any of the powers set out in Part I of Schedule 4 of the Act in the conduct of the Liquidation of the Company, and that the Liquidators are authorised to distribute surplus assets in specie to the Shareholder.” R. E. Green, Director and Secretary