MAR.12 '88 12:42 CLIFFORD CHANCE

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P.022

The reading of the Merger Agreement dated the 2nd December 1987

was waived.

Thereafter.

the

acclamation that

shareholders' meetine UNGMLmousiv

V

that the Merger Agreement dated the 2nd December

1987 be ratified.

The Chairman stated with respect to the resolution that it was passed unanimously by acclamation.

Since no questions with respect to

to the resolution have been

asked, the Chairman closed the meating at 12.06 hourS.

These minutes remain, in original, signed and sealed by me, the Notary Public, in my official custody.

L.S. not

(signed : Ancker)

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