METROPOLE MUSIC LIMITED

At an adjourned Extraordinary General Meeting of the above-named Company, duly convened, and held at Connaught House, Alexandra Terrace, Guildford, Surrey GU1 3DA, on 19th December 1997, the subjoined Extraordinary Resolution was duly passed:   “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 Dermot Brendan Coakley, of BDO Stoy Hayward, Connaught House, Alexandra Terrace, Guildford, Surrey GU1 3DA, be and he is hereby appointed Liquidator for the purposes of such winding-up.” A. Gold, Chairman