CBE 2000 LIMITED

At an Extraordinary General Meeting of the above-named Company, duly convened, and held at Coopers & Lybrand, Temple Court, 35 Bull Street, Birmingham, on 13th March 1998, 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 conditional upon the Court discharging the Administration Order dated 15th September 1997 which placed the Company in administration the Company be wound up voluntarily and that conditional upon the Court discharging the Administration Order dated 15th September 1997 which placed the Company in administration, David Robert Wilton and Alistair M. Grove, of Cork Gully, 35 Bull Street, Birmingham be and are hereby appointed joint Liquidators of the Company for the purpose of its voluntary winding-up, and that conditional upon the Court discharging the Administration Order dated 15th September 1997 which placed the Company in administration anything required or authorised to be done by the joint Liquidators be done by both or either of them.” S. Fox, Chairman