FORMAPART LIMITED

At a duly convened Extraordinary General Meeting of the Company held at St. James Court, Brown Street, Manchester M2 2JF, on 27th July 1998, the following Resolutions were duly passed, as Special Resolutions and as an Extraordinary Resolution respectively:   That the Company be wound up voluntarily, that Michael Thomas Seery, be and is hereby appointed Liquidator for the purpose of winding-up the affairs and distributing the assets of the Company, that the remuneration to be paid to the Liquidator, in addition to his costs, charges and expenses, shall be fixed by reference to the time of the Liquidator and staff thereof in attending to matters arising in the winding-up, that the Liquidator be given general authority, pursuant to section 310 of the Companies Act 1985, and section 110 of the Insolvency Act 1986, to receive in compensation or part compensation for the transfer of the Company’s business or property, shares, policies or other like interests in the transferee Company for distribution among the Members of the Company, and that the Liquidator shall divide among the Members according to their rights and interests in the Company, any surplus assets of the Company in specie or the proceeds of sale thereof or partly in one way and partly in the other as in his absolute discretion he shall decide.” Chairman