ASSURED DIRECT LIMITED

At an Extraordinary General Meeting of the Members of the above-named Company, duly convened, and held at 27 The Downs, Altrincham, Cheshire WA14 2QD, on 23rd December 1997, 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 Brian A. J. Lines and Neil Henry, of Lines Henry, 27 The Downs, Altrincham, Cheshire WA14 2QD, be and are hereby appointed Joint Liquidators for the purposes of such winding-up and that the Joint Liquidators are empowered to act jointly and severally.” B. Blake, Director 23rd December 1997.