OFFLEY BROS LIMITED

At an Extraordinary General Meeting of the above-named Company, duly convened, and held at the offices of Grant Thornton, 1st Floor, Royal Liver Building, Liverpool L3 1PS, on Thursday, 12th February 1998, at 2 p.m., the following Extraordinary Resolution and Ordinary Resolution were duly passed:   “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 Leslie Ross, of Grant Thornton, 1st Floor, Royal Liver Building, Liverpool L3 1PS, be appointed Liquidator of the Company for the purpose of the voluntary winding-up.” C. F. Offley, Chairman