RACKWELL LIMITED

At an Extraordinary General Meeting of the above-named Company, duly convened, and held at KPMG, 37 Hills Road, Cambridge CB2 1XL, on 2nd June 1998, the following Resolutions were duly passed, as an Extraordinary Resolution and as an Ordindary 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 Andrew McTear, of KPMG, Hills Road, Cambridge CB2 1XL, be and is hereby appointed Liquidator for the purpose of such winding-up.” M. Southwell, Director