LTCB INTERNATIONAL

In accordance with section 381A of The Companies Act 1985, as amended, and pursuant to all other rights and powers enabling us to do so, we, the undersigned, being the sole Member entitled to attend and vote at a General Meeting of the above Company, hereby resolve that the Special Resolution, the Ordinary Resolution and the Extraordinary Resolution set out below shall have effect as if passed by the Company in General Meetings, duly convened and held on 17th February 1998:   “That the Company be wound up voluntarily, that Peter Josef Beirne and Stephen Treharne, of KPMG, 20 Farringdon Street, London EC4A 4PP, be and are hereby appointed Liquidators for the purpose of such winding-up and that any power conferred on them by the Company or by law be exercisable by them jointly or by either of them alone, and that the Liquidators, be and are hereby authorised to make distributions in specie, as and when the Liquidators determine, of the assets of the Company during the administration of the winding-up.”