LLANTRISANT TRADING LIMITED

At an Extraordinary General Meeting of the above-named Company, duly convened, and held at the offices of Coopers & Lybrand, Churchill House, Churchill Way, Cardiff, on 9th March 1998, the following Resolutions were duly passed, as a Special Resolution, an Ordinary Resolution and as an Extraordinary Resolution rspectively:   “That the Company be wound up voluntarily, and that Joesph P. Considine and Philip J. Gorman, of Coopers & Lybrand, Churchill House, Churchill Way, Cardiff, be and are hereby appointed Joint Liquidators of the Company for the purpose of its voluntary winding-up; that anything required or authorised to be done by the Joint Liquidators be done by both or either of them; the Liquidators’ remuneration shall be fixed by reference to the time properly given by the Joint Liquidators and their staff in attending to matters arising in the winding-up, including those falling outside their statutory duties undertaken at the request of Members, provided that such remuneration shall not exceed £2,000 plus VAT; that the Joint Liquidators may destroy the Company’s records one year after the conclusion of the Liquidation; that, in accordance with the provisions of the Company’s articles of association, the Liquidators be authorised: (a) to divide among the Company’s Members in specie the whole or any part of the Company’s assets; (b) to value any such assets and determine how the division shall be carried out as among the Members or different classes of Members; and (c) to vest the whole or any part of the assets in trustees upon such trust for the benefit of the Company’s Members as the Liquidators shall determine; but no Members shall be compelled to accept any assest upon which there is a liability.” A. M. Kerr, Chairman