ENTERTAINMENT ONLINE LIMITED

At an Extraordinary General Meeting of the above-named Company, duly convened, and held at 21 Southampton Row, London WC1B 5HS, on 7th January 1998, at 10.45 a.m., the following Resolutions were duly passed, as an Extraordinary Resolution and as an Ordinary Resolution respectively:   “That the Company be wound up voluntarily and that M. L. Marks, of Shelley Simmons Pinnick & Co., 66-68 Margaret Street, London W1N 8PX, be and is hereby appointed Liquidator for the purpose of such winding-up. His fee shall be on a time cost basis plus disbursements and that the Directors powers should continue after the passing of Resolution number 1, but only for the purpose of assisting the Liquidator in the orderly winding-up of the Company.” M. Bernstein, Director