LA SCALA RESTAURANTS LIMITED

At an Extraordinary General Meeting of the above-named Company, duly convened, and held at Casson Beckman & Partners, Bow Chambers, 8 Tib Lane, Manchester M2 4JB, on 14th July 1998, the following Extraordinary Resolutions were duly passed:   “That it has been proved to the satisfaction of the Company that this Company cannot, by reason of its liabilities, continue its business, and that it is advisable that the same should be wound up, and that the Company be wound up accordingly, and that D. Nisbet and A. Fender, of Casson Beckman & Partners, Bow Chambers, 8 Tib Lane, Manchester M2 4JB, are hereby appointed Joint Liquidators of the Company for the purpose of such winding-up.”   At a subsequent Meeting of Creditors held at the same place on the same day, a Resolution was ratified together with the appointment of D. Nisbet and A. Fender, of Casson Beckman & Partners, Bow Chambers, 8 Tib Lane, Manchester M2 4JB, as Joint Liquidators. C. Rodgers, Chairman