AFD RESOURCES PLC

At an Extraordinary General Meeting of the above-named Company, duly convened, and held at 41 Park Square, Leeds LS1 2NS, on 9th October 1998, the following Resolutions were duly passed, as Special Resolutions of the Company:   “That the Company be wound up voluntarily by way of Members’ voluntary Liquidation, that Kenneth Frank Fortune, of Horwath Clark Whitehill, Pelican House, 10 Currer Street, Bradford BD1 5BA, be appointed Liquidator of the Company for the purpose of the winding-up, and that Kenneth Frank Fortune be authorised and instructed, pursuant to section 110 of the Insolvency Act 1986, in consequence of the Liquidation of the Company, to enter into the section 110 Demerger Agreement (the “Agreement”), a copy of which was laid before the Meeting and was initialled by the Chairman by way of identification, and as provided in the Agreement to transfer the Search and Selection Undertaking (as defined in the Agreement) to AF Newco Limited and to transfer the Training and Develpment Undertaking (as defined in the Agreement) to TDA Newco Limited in consideration of the issue of new shares in AF Newco Limited and TDA Newco Limited to the shareholders in satisfaction of their respective rights in the Company.” J. R. Featherstone, Chairman