ROLLS HOLDINGS LIMITED

At an Extraordinary Meeting of the Members of the above-named Company, duly convened and held at the offices of Gouldens, 22 Tudor Street, London EC4Y 0JJ, on 29th July 1998, the following Special Resolution was duly passed:   “That the Company be wound up voluntarily, and that David Rubin, of David Rubin & Company, Pearl Assurance House, 319 Ballards Lane, London N12 8LY, be and he is hereby nominated Liquidator for the purposes of such winding-up.” N. Mouzyria, Chairman