TROCADERO NO. 3 LIMITED

At an Extraordinary General Meeting of the above-named Company, held at First Floor, Vernon House, Shaftesbury Avenue, London W1V 7DD, on 19th December 1997, the following Resolutions were duly passed as a Special Resolution, Ordinary Resolutions and as an Extraordinary Resolution respectively:   “That the Company be wound up voluntarily, and that David R. Wilton, of Coopers & Lybrand, Temple Court, 35 Bull Street, Birmingham B4 6JT, be and is hereby appointed Liquidator of the Company for the purpose of its voluntary winding-up, and that the Liquidator’s remuneration shall be fixed by reference to the time properly given by the Liquidator and his staff in attending to matters arising in the winding-up, including those falling outside his statutory duties undertaken at the request of Members, provided that such remuneration shall not exceed £5,000, plus VAT, and that, in accordance with the provisions of the Company’s articles of association, the Liquidator be authorised (a) to divide among the Company’s Members in specie the whole or any part of the Company’s assets; (b) to value any such assets and determine how the division shall be carried out as among the Members or different classes of Members; and (c) to vest the whole or any part of the assets in Trustees upon such trust for the benefit of the Company’s Members as the Liquidator shall determine, but no Members shall be compelled to accept any assets upon which there is a liability.” M. W. Gardner, Chairman