NAGROM ENGINEERING LIMITED

At an Extraordinary General Meeting of the Members of the above-named Company, duly convened, and held at 5 Eldon Court, Eldon Street, Walsall WS1 2JP, West Midlands, at 3 p.m., on Monday, 29th December 1997, the following 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 Eileen T. F. Sale, of Sale Smith & Co, 5 Eldon Court, Eldon Street, Walsall, West Midlands, be and is hereby appointed Liquidator for the purpose of such winding-up.” S. J. B. Morgan, Director