MICHAEL MAYES LIMITED

At an Extraordinary General Meeting of the above-named Company, duly convened, and held at The Fountain Precinct, 1 Balm Green, Sheffield S1 2AF, on 18th December 1997, the following Resolutions were duly passed, as an Extraordinary Resolution and as an Ordinary Resolution respectively:   “That it has been proved to the satisfaction of this Meeting that the Company cannot, by reason of its liabiilties, continue its business, and that it is advisable to wind up the same, and accordingly that the Company be wound up voluntarily, and that Rodger Taylor, of KPMG, The Fountain Precinct, 1 Balm Green, Sheffield, be and is hereby appointed Liquidator for the purpose of such winding-up.” M. Horsfield, Chairman 18th December 1997.