PHONE CITY (UK) LIMITED

At an Extraordinary General Meeting of the above-named Company, convened and held at 1-2 Little King Street, Bristol BS1 4HW, on 11th Februray 1998, at 10 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 this Meeting that the Company cannot, by reason of its liabilities, continue its business, and that the Company be wound up voluntarily, and that Malcolm Ellis Cork, of Moore Stephens Booth White, 1-2 Little King Street, Bristol BS1 4HW, be appointed Liquidator for the purpose of the voluntary winding-up.” R. Smith, Chairman