RUSHMERE PLANNERS LIMITED

At an Extraordinary General Meeting of the above-named Company, convened, and held at the offices of Neville Russell, Regent House, Heaton Lane, Stockport SK4 1BS, on Wednesday, 18th February 1998, at 10.30 a.m., the following Resolutions were duly passed, as an Extraordinary Resolution and as an Ordinary Resolution respectively:   “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 the Company be wound up voluntarily, and that Tim A. Askham, of Neville Russell, of Regent House, Heaton Lane, Stockport SK4 1BS, be appointed as Liquidator of the Company for the purposes of the voluntary winding-up.” R. Browne, Chairman