POWACENTRE LIMITED

At an Extraordinary General Meeting of the above-named Company, convened, and held at the offices of Grant Thornton, 1st Floor, Royal Liver Building, Liverpool L3 1PS, on Wednesday, 13th January 1999, at 2.30 p.m., the following Resolutions were duly passed as an Extraordinary Resolution and as an Ordinary Resolution respectively: “That it has been proved to the satisfaction of the Meeting that the Company cannot, by reason of its liabilities, continue its business, and that the Company be wound up voluntarily, and that Leslie Ross, of Grant Thornton, 1st Floor, Royal Liver Building, Liverpool L3 1PS, be appointed Liquidator of the Company for the purpose of the voluntary winding-up.” M. Bates, Chairman