NEW EARTH LIMITED

At an Extraordinary General Meeting of the above-named Company, duly convened, and held at the offices of Pamela M. Roe Associates, Victoria Chambers, Crown Street, Caernarfon, Gwynedd LL55 1SY, on 20th January 1998, the subjoined 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 Pamela Roe, of Pamela M. Roe Associates, Victoria Chambers, Crown Street, Caernarfon, Gwynedd LL55 1SY, be and she is hereby appointed Liquidator for the purposes of such winding-up.” P. E. Benhaim, Chairman