ROGAN AND SHANLEY LIMITED

At an Extraordinary General Meeting of the above-named Company, duly convened, and held at 12322 Cobblestone Drive, Houston, Texas 77024 USA, on 6th March 1998, the following Special Resolution was duly passed:   “That the Company be wound up voluntarily, and that Leslie Serlui, of Auerbach Hope, 58-60 Berners Street, London W1P 4JS, be and he is hereby appointed Liquidator for the purpose of such winding-up.” M. Rogan, Chairman