Resolutions for Winding-up

1998-07-071998-07-30TSO (The Stationery Office), St Crispins, Duke Street, Norwich, NR3 1PD, 01603 622211,

An Extraordinary General Meeting of Cinemania (UK) Limited, was convened and held at the offices of Showscan Entertainment Inc., 3939 Landmark Street, Culver City, California 90232, U.S.A. on 7th July 1998, at which the following Resolutions were duly passed, as an Extraordinary Resolution and as Ordinary Resolutions respectively:   “That the Company cannot, by reason of its liabilities, continue its business, and that the Company be wound up voluntarily, and that Daniel Smith and Mike Hore, of Robson Rhodes, 186 City Road, London EC1V 2NV, be appointed as Joint Liquidators of the Company for the purpose of such winding-up, and that the Joint Liquidators act jointly and severally.” D. Pope, Chairman