COMMS DIRECT LIMITED

At an Extraordinary General Meeting of the above-named Company, duly convened, and held at the offices of Smith & Williamson, No. 1 Riding House Street, London W1A 3AS, on 16th February 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 Peter George Mills, of Smith & Williamson, No. 1 Riding House Street, London W1A 3AS, be and is hereby appointed Liquidator for the purposes of such winding-up.”   At a subsequent Meeting of Creditors, duly convened pursuant to section 98 of the Insolvency Act 1986, and held on the same day, the appointment of Peter George Mills as Liquidator was confirmed. I. Patterson, Chairman