PORTMAN TECHNOLOGY LIMITED

At an Extraordinary General Meeting of the above-named Company, duly convened, and held at the offices of Grant Thornton, Grant Thornton House, Melton Street, London NW1 2EP, on 22nd December 1997, 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 G. C. A. Morphitis, of Grant Thornton, of Grant Thornton House, Melton House, London NW1 2EP, be appointed Liquidator of the Company for the purpose of the voluntary winding-up.” B. Matthews, Chairman 22nd December 1997.