M & S FOUNDATIONS LIMITED

At an Extraordinary General Meeting of the Members of the above-named Company, duly convened, and held on 20th April 1998, at 11 a.m., 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 that accordingly the Company be wound up voluntarily, and that Lindsay Kennedy Denney, of Deloitte & Touche, 1 Woodborough Road, Nottingham NG1 3FG, be and is hereby appointed Liquidator of the Company.” S. S. Jay, Chairman