MATRIX GLOBAL MANAGED DISTRIBUTION LIMITED

At an Extraordinary General Meeting of the above-named Company, convened and held at Grant Thornton, Edinburgh House, Windsor Road, Slough SL1 2EE, on 27th January 1998, at 10 a.m., the following Extraordinary and Ordinary Resolutions were duly passed:   “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 James Earp, of Grant Thornton, Edinburgh House, Windsor Road, Slough SL1 2EE, be appointed Liquidator of the Company for the purposes of the voluntary winding-up.” J. Weller, Chairman