M & C COMPUTER CONSULTANTS LTD.

At an Extraordinary General Meeting of the Members of the above-named Company, duly convened, and held at 15 Victoria Place, Carlisle CA1 1EW, on 29th 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 Arthur C. Custance, of Armstrong Watson & Wood, 15 Victoria Place, Carlisle CA1 1EW, be and he is hereby appointed Liquidator for the purposes of the winding-up.” R. C. Latta, Director