UNDERWORLD MERCHANDISING SERVICES LIMITED

At an Extraordinary General Meeting of the above-named Company, duly convened, and held at 8 Baker Street, London W1M 1DA, on 6th May 1998, the subjoined 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 Robert Valentine, of Valentine & Co., 4 Dancastle Court, 14 Arcadia Avenue, London N3 2HS, 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, Malcolm Cohen of BDO Stoy Hayward, 8 Baker Street, London W1M 1DA, and Robert Valentine, of Valentine & Co., 4 Dancastle Court, 14 Arcadia Avenue, London N3 2HS, were appointed as Joint Liquidators. The Joint Liquidators are to act jointly and severally. N. Harthill, Chairman