GERRARD (UK) LIMITED

At an Extraordinary General Meeting of the above-named Company, duly convened, and held at 6 Raymond Buildings, Gray’s Inn, London WC1R 5BP, on 12th January 1999, at 12 noon, the subjoined Extraordinary Resolution was passed: “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 Paul M. Davis, of Begbies Traynor, be and he is hereby appointed Liquidator for the purposes of such winding-up.” At a subsequent Meeting of Creditors, duly convened pursuant to section 98 of the Insolvency Act 1986, and held on the same day, the appointment of Paul M. Davis was confirmed. B. Garland, Chairman