BESRES PHOENIX THREE PLC

At the Extraordinary General Meeting of the Members of the above-named Company, duly convened, and held at 107 Cheapside, London EC2V 6DU, on Thursday, 18th December 1997, at 11 a.m., the following Resolutions were duly passed, as a Special Resolution and as an Ordinary Resolution respectively:   “That the Company be placed in a Members’ Voluntary Liquidation and that John W. Powell, of the firm of Levy Gee, 4th Floor, Southfield House, 11 Liverpool Gardens, Worthing, West Sussex, be and is hereby appointed as Liquidator of the Company for the purpose of the voluntary winding-up.” Chairman