ACTIVE SOUND (U.K.) LIMITED

At an Extraordinary General Meeting of the Members of the above-named Company, duly convened, and held at 3-5 Rickmansworth Road, Watford, on 7th July 1998, the following Resolution was duly passed, as an Extraordinary Resolution:   “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 Stephen Robert Leslie Cork, be and he is hereby appointed Liquidator for the purposes of such winding-up.” R. A. Mead, Director