AREGON HOLDINGS LIMITED

At an Extraordinary General Meeting of the Ordinary Member of the above-named Company, convened and held on 22nd May 1998, the following Resolutions were duly passed, as a Special Resolution, an Ordinary Resolution and as Extraordinary Resolutions respectively:   “That the Company be wound up voluntarily, and that Hedley Charles Brunt, of Kidsons Impey, Bank House, 8 Cherry Street, Birmingham B2 5AD, be and is hereby appointed Liquidator for the purpose of the winding-up and that the Liquidator be and is hereby authorised, under the provisions of section 165 of the Insolvency Act 1986, to exercise the powers laid down in Schedule 4, Part 1 of the said Act, and that in accordance with the provisions of the Company’s Articles of Association or, if necessary, by amending in this respect the Articles of Association, the Liquidator be and is hereby authorised to divide and distribute, among the Member and Creditors, as appropriate, in specie or in kind, the whole or part of the assets of the Company and may determine how such division and distribution shall be carried out as between the Member and Creditors.” R. K. Graham, Chairman