XCHANGE INTERNATIONAL LIMITED

At an Extraordinary General Meeting of the Members of the above-named Company, duly convened, and held at 1-2 Bromley Place, London W1P 5HB, on 6th July 1998, 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 it is advisable to wind up the same, and accordingly that the Company be wound up voluntarily, and that P. S. Dunn and M. P. Riley be and they are hereby appointed Joint Liquidators for the purposes of such winding-up”. W. Buckingham, Director