PRO-COM WORLDWIDE LIMITED

At an Extraordinary General Meeting of the Members of the above-named Company, duly convened, and held at 65 Scarisbrick New Road, Southport, Merseyside PR8 6LF, on 23rd December 1997, the following Extraordinary Resolution was duly passed:   “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 the Company be wound up voluntarily, and that Timothy John Hargreaves, of Jacksons Corporate Recover & Insolvency, 65 Scarisbrick New Road, Southport, Merseyside PR8 6LF, be and he is hereby nominated for the purpose of winding-up.” J. P. Proctor, Director and Shareholder