AVONCOURT LIMITED

At an Extraordinary General Meeting of the above-named Company, duly convened, and held at 400 Capability Green, Luton, Bedfordshire LU1 3LU, on 10th September 1998, the subjoined Special Resolutions were duly passed:   “That the Company be wound up voluntarily, and that Andrew James Rodney Wollaston, of Ernst & Young, 400 Capability Green, Luton, Bedfordshire LU1 3LU, be and hereby is appointed Liquidator for the purposes of such winding-up, and the Articles of Association be and are hereby altered in accordance with section 9 of the Companies Act 1985 to include the provisions of Regulation 117 of table 1 of the Companies (Tables A-F) Regulation 1985, and that the Liquidator be authorised to exercise any powers necessary to achieve an arrangement under section 110 of the Insolvency Act 1986.” A. M. Hudson, Chairman