G N TELEMATIC LIMITED

We, the undersigned, being the sole Member of the above-named Company for the time being having a right to attend and vote at General Meetings, hereby pass the following Resolutions, as a Special Resolution, as Ordinary Resolutions and as Extraordinary Resolutions respectively, in accordance with section 381A of the Companies Act 1985, as inserted by section 113 of the Companies Act 1989:   “That the Company be wound up voluntarily, that J. R. D. Smith, of Stonecutter Court, 1 Stonecutter Street, London EC4A 4TR, be and is hereby appointed Liquidator of the Company, that the remuneration of the Liquidator be fixed by reference to the time properly given by the Liquidator and his staff in attending to matters arising in the winding-up, that the Liquidator be and is hereby authorised to divide and distribute among the Members in specie or in kind the whole of any part of the assets of the Company and to determine how such divisions shall be carried out as between the Members, and that the Liquidator be and is hereby authorised under the provisions of section 165(2)(a) of the Insolvency Act 1986, to exercise the powers laid down in Part 1 of Schedule 4 of the said Act.” B. J. Pooley, duly authorised representative of GN Danavox (Gt Britain) Limited. 5th January 1998.