WILLIAM DUFFIE & CO LIMITED

At an Extraordinary General Meeting of the above-named Company, duly convened, and held at the offices of Grant Thornton, Higham House, Higham Place, Newcastle upon Tyne NE1 8EE, on 19th January 1998, at 10.30 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 Roderick John Weston, of Grant Thornton, Higham House, Higham Place, Newcastle upon Tyne NE1 8EE, be appointed Liquidator of the Company for the purpose of the voluntary winding-up.” B. Spoor, Chairman 19th January 1998.