VERITY RESEARCH AND DEVELOPMENT UK LTD.

The following Resolutions were passed by the sole Shareholder of the above-named Company at Verity Inc., 894 Ross Drive, Sunnyvale, CA94089, USA, on 31st May 1998, as a Special Resolution, as an Ordinary Resolution and as an Extraordinary Resolution respectively:   “That the Company be wound up voluntarily, and that J. M. Iredale and S. P. Holgate, of Coopers & Lybrand, 9 Greyfriars Road, Reading, Berkshire RG1 1JG, be and are hereby appointed Joint Liquidators of the Company for the purpose of its voluntary winding-up. That anything required or authorised to be done by the Joint Liquidators be done by both or either of them. That the Liquidators’ remuneration shall be fixed by reference to the time properly given by the Liquidators and their staff in attending to matters arising in the winding-up, including those falling outside their statutory duties undertaken at the request of Members, provided that such remuneration shall not exceed £5,000 plus disbursements, plus VAT. That, in accordance with the provisions of the Company’s articles of association, the Liquidators be authorised to divide among the Company’s Members in specie the whole or any part of the Company’s assets; to value any such assets and determine how the division shall be carried out as among the Members or different classes of Members; and to vest the whole or any part of the assets in Trustees upon such trust for the benefit of the Company’s Members as the Liquidators shall determine, but no Members shall be compelled to accept any assets upon which there is a liability.” G. J. Sbona, Chairman 31st May 1998.