WE HARKER LIMITED

At an Extraordinary General Meeting of the Company, duly convened, and held at the offices of KPMG, Quayside House, 110 Quayside, Newcastle upon Tyne, on 24th October 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 Julian Richard Whale, of KPMG, be and is hereby appointed Liquidator for the purpose of such winding-up.” J. V. Flemming, Chairman