SMART CLUB LIMITED

At an Extraordinary General Meeting of the Members of the above-named Company, duly convened, and held at the offices of Mercer & Hole, 72 London Road, St. Albans, Hertfordshire AL1 1NS, on 20th January 1998, the following Extraordinary Resolution was duly passed:   “That it has been proved to the satisfaction of this Meeting that the Company cannot, by reason of its liabilities, continue its business, and that it is advisable to wind up the same, and accordingly that the Company be wound up voluntarily, and that Peter John Godfrey-Evans of Mercer & Hole, 72 London Road, St. Albans, Hertfordshire AL1 1NS, be and is hereby appointed Liquidator for the purpose of such winding-up.” C. French, Chairman