EAGLE TRUST PLC

At an Extraordinary General Meeting of the above-named Company, duly convened, and held on 1st December 1997, the following Resolution was duly passed as a Special Resolution of the Company as specified:   “That the Company be wound up voluntarily and Ronald Robinson and Richard William Traynor (the “Liquidators”) both of Begbies Traynor, of Elliot House, 151 Deangate, Manchester M3 3BP, be and they are hereby appointed Liquidators for the purpose of such winding-up and any power conferred on them by law or by this Resolution may be exercised by them jointly or by each of them alone; the remuneration of the Liquidators be fixed on the basis of time spent by them and members of their staff and they be and are hereby authorised to draw such remuneration monthly or at such longer intervals as they may determine; and the Liquidators be authorised pursuant to section 165 and Schedule 4 Part 1 of the Insolvency Act 1986, as follows:     (i) to pay any class of Creditors of the Company in full;     (ii) to make any compromise or arrangement with Creditors or persons claiming to be Creditors, or having or alleging themselves to have any claim (present or future, certain or contingent, ascertained or sounding only in damages) against the Company, or whereby the Company may be rendered liable;     (iii) to comprise, on such terms as may be agreed:       (a) all calls and liabilities to calls, all debts and liabilities capable of resulting in debts, and all claims (present or future, certain or contingent, ascertained or sounding only in damages) subsisting or supposed to subsist between the Company and a contributory or alleged contributory or other debtor or person apprehending liability to the Company; and       (b) all questions in any way relating to or affecting the assets or winding-up of the Company,       and to take any security for the discharge of any such call, debt, liability or claim and give a complete discharge in respect of it. Chairman