PHILIPS INTERACTIVE MEDIA INTERNATIONAL LIMITED

At an Extraordinary General Meeting of the above-named Company, duly convened, and held at 188 Tottenham Court Road, London W1P 9LE, on Thursday, 11th December 1997, the following Resolutions were duly passed, as a Special Resolution and as an Ordinary Resolution respectively:   “That the Company be wound up voluntarily, and that Paul F. Jeffery, of KPMG, Aquis Court, 31 Fishpool Street, St. Albans, Hertfordshire AL3 4RF, be and is hereby appointed Liquidator for the purpose of such winding-up.” Chairman