GANDALF INTERNATIONAL LIMITED

At an Extraordinary General Meeting of the Members of the above-named Company, duly convened, and held at 201 Deansgate, Manchester M60 2AT, on 19th March 1998, at 2 p.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 it is advisable to wind up the same, and that accordingly the Company be wound up voluntarily, and that John Wilson, of Deloitte & Touche, 201 Deansgate, Manchester M60 2AT, and Leslie Ross, of Grant Thornton, Heron House, Albert Square, Manchester M60 8GT, be and are hereby appointed Joint Liquidators of the Company, and that the Liquidators are to act jointly and severally.” S. Dunn, Chairman