MODULAR LEARNING SYSTEMS LIMITED

At an Extraordinary General Meeting of the Members of the above-named Company, duly convened, and held at the Bonnington Hotel, 92 Southampton Row, London WC1B 4BH, on 19th May 1998, the following Extraordinary Resolution was duly passed:   That is 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 the Company be wound up voluntarily, and that Bhagu Mistry, of B. Mistry & Co., Pride House, Rectory Lane, Edgware, Middlesex HA8 7LG, be and he is hereby nominated Liquidator for the purposes of the winding-up.” A. V. G. Hagedorn, Chairman