CUC EUROPE LIMITED

At an Extraordinary General Meeting of the above-named Company, duly convened, and held at Churchill House, Chalvey Road East, Slough, Berkshire SL4 6BY, on 15th July 1998, the subjoined Special Resolution was duly passed:   “That the Company be wound up voluntarily, and that David John Pallen, of Ernst & Young, Becket House, 1 Lambeth Palace Road, London SE1 7EU, be and hereby is appointed Liquidator for the purposes of such winding-up.” W. B. Avery, Chairman