PERIPHONICS LIMITED

X-CEL COMMUNICATIONS LIMITED

At an Extraordinary General Meeting of the above-named Companies, duly convened, and held on 8 February 2005, the following Resolutions were duly passed, as a Special Resolution and as an Ordinary Resolution respectively: “That the Companies be wound up voluntarily, and that Tim Walsh and Richard Setchim, of PricewaterhouseCoopers LLP, One Kingsway, Cardiff, be and are hereby appointed Joint Liquidators of the Company for the purposes of such winding-up, and any act required or authorised under any enactment to be done by the Joint Liquidators is to be done by all or any one or more of the persons for the time being holding office.” D S Gill, Chairman