BROTHERTON ENGINEEERING LIMITED

At an Extraordinary General Meeting of the above-named Company, duly convened, and held at the offices of Ernst & Young, 100 Barbirolli Square, Manchester M2 3EY, on 17th April 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 liabilitites, continue its business, and that the Company be wound up voluntarily.” M. B. Brotherton, Chairman