BONDCO 656 LIMITED

At an Extraordinary General Meeting of the above Company, duly convened, and held on 16th February 1998, the following Resolutions were duly passed as Special Resolutions:   “On the recommendation of the Directors the Company be wound up voluntarily for the purposes of reconstruction; that John Eric Macmillan, of Grant Thornton, Enterprise House, Isambard Brunel Road, Portsmouth, be and is hereby appointed Liquidator for the purpose of such winding-up; and the Liquidator be and he is hereby authorised, pursuant to sections 110 and 111 of the Insolvency Act 1986, to enter into and carry into effect an Agreement between the Company, the Liquidator, Stephen Philip Howell, Anthony Richard Frederick Pearce, Elizabeth Anne Pearce, Bondco 657 Limited (“Bondco 657”), and Bondco 658 Limited (“Bondco 658”), to transfer the entire issued share capital of the Company to Bondco 657 and Bondco 658 in consideration for the said transfers, the allotment and issue credited as fully paid of 250,000 A Ordinary Shares of £1 each and 100 B Ordinary Shares of £1 each, of the Company paid for distribution among the existing members of the Company in accordance with the terms of the Agreement; and the remuneration of the Liquidator be charged on the basis of time spent by the said Liquidator and calculated on the basis referred to in the engagement letter dated 16th February 1998 between the Company and the Liquidator.” S. P. Howell, Chairman