KEY AUDIO SYSTEMS LIMITED

At an Extraordinary General Meeting of the above-named Company, duly convened and held at MWB Business Exchange, 2 Gayton Road, Harrow, Middlesex HA1 2XU, on 10th January 2000, 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 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 Andrew James Nichols, of Redman Nichols, be and is hereby appointed as Liquidator of the Company for the purpose of the voluntary winding-up.” At a Meeting of Creditors held on 10th January 2000, the Creditors confirmed the appointment of Andrew James Nichols as Liquidator. B. Gunner, as power of attorney for Gary Paul Cramphorn, Chairman