ACTIVE BUSINESS SYSTEMS LIMITED

At an Extraordinary General Meeting of the above-named Company, convened, and held at The Station Hotel, Castle Hill, Dudley DY1 4RA, on 16th January 1998, at 10 a.m., the following Resolutions were duly 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 D. A. Taylor, of Neville Russell, Lancaster House, 67 Newhall Street, Birmingham B3 1NG, be appointed as Liquidator of the Company for the purposes of the voluntary winding-up.” W. M. Smith, Chairman