ABBEY HEALTH SERVICES LIMITED

At an Extraordinary General Meeting of the above-named Company, duly convened, and held at the offices of Apria Healthcare Inc., 3560 Hyland Avenue, Costa Mesa, California 92626, USA, on 22nd January 1998, the subjoined Special Resolution was duly passed:   “That the Company be wound up voluntarily, and that David John Pallen, of Ernst & Young, Becket House, 1 Lambeth Palace Road, London SE1 7EU, be and hereby is appointed Liquidator for the purposes of such winding-up.” J. Fioretto, Chairman