LOFTCROFT LIMITED

At an Extraordinary General Meeting of the above-named Company, convened, and held at 25 Hanover Square, London W1R 0DQ, on 10th March 1998, the following Resolutions were duly passed, as a Special Resolution and as Ordinary Resolutions respectively:   “That it is desirable to reconstruct the Company under section 110 of the Insolvency Act 1986 and for that purpose the Company be wound up voluntarily, and that Paul John Clark and David Nisbet, of Casson Beckman & Partners, Hobson House, 155 Gower Street, London WEC1E 6BJ, be appointed Joint Liquidators, empowered to act jointly and severally, for the purpose of such winding-up, and that the remuneration of the Liquidators be calculated on a time cost basis according to the expertise and level of experience of the staff involved in attending to matters arising in connection with the winding-up, and in addition, the Liquidators will be entitled to instruct agents to deal with matters arising in connection with the winding-up such as taxation, payroll and accountancy work and to charge fees to the Company on a reasonable time costs basis.” J. Baker, Chairman