PRODUCTIVITY EUROPE LIMITED

Minutes of an Extraordinary General Meeting of the Members of the above-named Company held at Osborns Court, Olney, Buckinghamshire, on 17th August 1998. Present: M. J. Jones, N. Bodek. In Attendance: Martin Pickard, Mick Eales. Chairman: M. J. Jones. The Chairman read the notice convening the Meeting and produced the necessary consents to the calling of the Meeting at short notice. The Chairman explained to the Meeting the reasons for proposing that the Company be wound up. The Chairman proposed the following Resolutions as an Extraordinary Resolution and as an Ordinary 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 Martin Dominic Pickard, of Neville Russell, Neville Russell House, 1 Telford Way, Luton, Bedfordshire, be and he is hereby appointed Liquidator for the purposes of such voluntary winding-up.” M. J. Jones, Chairman