SECOND CONSOLIDATED TRUST PLC

  That:     (1) subject to the Ordinary Resolution approving the disposal of investments by the Company in accordance with the Share Purchase Agreement (as defined in the circular to Shareholders of the Company dated 27th January 1998 (“the Circular”)) having been passed at an Extraordinary General Meeting of the Company convened for 17th February 1998 (or at any adjournment thereof):     (a) the Company be wound up voluntarily and Ipe Jacob and Nigel Ruddock (the “Liquidators”) both of Robson Rhodes, 186 City Road, London EC1V 2NU, be appointed Liquidators for the purposes of such winding-up and any power conferred on them by law or by this Resolution may be exercised by them jointly or by each one of them alone;     (b) the remuneration of the Liquidators be fixed on the basis of time spent by them and members of their staff in attending to matters arising prior to and during the winding-up; and they be authorised to draw such remuneration monthly or at such longer intervals as they determine.   “That:     (2) subject to the Ordinary Resolution approving the disposal of the investments by the Company in accordance with the Share Purchase Agreement (as defined in the Circular) having been passed at an Extraordinary General Meeting of the Company convened for 17th February 1998, (or any adjournment thereof), the Liquidators be authorised:     (a) under section 165 of the Insolvency Act 1986 to exercise the powers laid down in Part 1 of Schedule 4 of the Act (namely, to pay all Creditors in full and to make compromises with Creditors and Debtors); and     (b) in accordance with the Articles of the Company to divide the whole or any part of the assets of the Company, as they shall think fit, in specie, amongst the Members of the Company.