54 VSQ LIMITED

At an Extraordinary General Meeting of the Company, duly convened, and held at 1 Victoria Square, Birmingham B1 1BD, on 19th December 1997, the following Resolutions were duly passed, as Special Resolutions and as an Ordinary Resolution respectively:   “That the Company be wound up voluntarily, and that the Joint Liquidators be authorised, pursuant to section 110 of the Insolvency Act 1986, to enter into an agreement with 55 VSQ Limited and 56 VSQ Limited and the Shareholders of the Company in respect of the business and assets of the Company in terms of the draft produced to the Meeting and signed for identification by the Chairman, and to do all acts necessary and/or expedient to implement such agreement, and that Martin Fishman and Roy Bailey, of Arthur Andersen, 1 Surrey Street, London WC2R 2NT, be and they are hereby appointed Joint Liquidators for the purpose of such winding-up, and that any act required or authorised under any enactment to be done by them may be done by either or both of them.” F. Hvish, Chairman