SOFTWARE DISTRIBUTION NETWORK LIMITED

At an Extraordinary General Meeting of the above-named Company, convened, and held at the offices of Grant Thornton, Heron House, Albert Square, Manchester M60 8GT, on 5th January 1998, at 10.20 a.m., the following Resolutions were passed, as an Extraordinary Resolution and as an Ordinary Resolution respectively:   “That it has been proved to the satisfaction of the Meeting that the Company cannot, by reason of its liabilities, continue its business, and that the Company be wound up voluntarily, and that Malcolm B. Shierson, of Grant Thornton, Heron House, Albert Square, Manchester M60 8GT, be appointed Liquidator of the Company for the purposes of the voluntary winding-up.” S. Swinden, Chairman