CLARES EQUIPMENT HOLDINGS LTD.

At an Extraordinary General Meeting of the above-named Company, duly convened, and held at Stonecutter Court, 1 Stonecutter Street, London EC4A 4TR, on 24th April 1998, 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 accordingly that the Company be wound up voluntarily, and that Martin Fishman and Roy Bailey, of Arthur Andersen, PO Box 55, 1 Surrey Street, London WC2R 2NT, be and they are hereby appointed Joint Liquidators for the purpose of such winding-up, and that any act required or authorised under any enactment to be done by them may be done by either or both of them.” P. Gaherty, Chairman