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EXHIBIT 3.23
THE COMPANIES ACTS 1985 TO1989
ACCOUNT
2
23 MAY 2000
RECEIVED
PRIVATE COMPANY LIMITED BY SHARES
MEMORANDUM OF ASSOCIATION OF
REALGLASS LIMITED
1. The Company's name is "REALGLASS LIMITED."(1)
2. The Company's registered office is to be situated in England and Wales.
3.1 The object of the Company is to carry on business as a general
commercial company.
(1) The name of the Company was changed to Solo Cup (UK) Limited by a special
resolution dated 18 July 2000.
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3.2 Without prejudice to the generality of the object and the powers of the
Company derived from Section 3A of the Act the Company has power to do all or
any of the following things:-
3.2.1 To purchase or by any other means acquire and take options over
any property whatever, and any rights or privileges of any kind over or in
respect of any property.
3.2.2 To apply for, register, purchase, or by other means acquire and
protect, prolong and renew, whether in the United Kingdom or elsewhere, any
trade marks, patents, copyrights, trade secrets, or other intellectual property
rights, licences, secret processes, designs, protections and concessions and to
disclaim, alter, modify, use and turn to account and to manufacture under or
grant licences or privileges in respect of the same, and to expend money in
experimenting upon, testing and improving any patents, inventions or rights
which the Company may acquire or propose to acquire.
3.2.3 To acquire or undertake the whole or any part of the business,
goodwill, and assets of any person, firm, or company carrying on or proposing to
carry on any of the businesses which the Company is authorised to carry on and
as part of the consideration for such acquisition to undertake all or any of the
liabilities of such person, firm or company, or to acquire an interest in,
amalgamate with, or enter into partnership or into any arrangement for sharing
profits, or for co-operation, or for mutual assistance with any such person,
firm or company, or for subsidising or otherwise assisting any such person, firm
or company, and to give or accept, by way of consideration for any of the acts
or things aforesaid or property acquired, any shares, debentures, debenture
stock or securities that may be agreed upon, and to hold and retain, or sell,
mortgage and deal with any shares, debentures, debenture stock or securities so
received.
3.2.4 To improve, manage, construct, repair, develop, exchange, let on
lease or otherwise, mortgage, charge, sell, dispose of, turn to account, grant
licences, options, rights and privileges in respect of, or otherwise deal with
all or any part of the property and rights of the Company.
3.2.5 To invest and deal with the moneys of the Company not
immediately required in such manner as may from time to time be determined and
to hold or otherwise deal with any investments made.
3.2.6 To lend and advance money or give credit on any terms and with
or without security to any person, firm or company (including without prejudice
to the generality of the foregoing any holding company, subsidiary or fellow
subsidiary of, or any other company associated in any way with, the Company), to
enter into guarantees, contracts of indemnity and suretyships of all kinds, to
receive money on deposit or loan upon any terms, and to secure or guarantee in
any manner and upon any terms the payment of any sum of money or the performance
of any obligation by any person, firm or company (including without prejudice to
the generality of the foregoing any such holding company, subsidiary, fellow
subsidiary or associated company as aforesaid).
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3.2.7 To borrow and raise money in any manner and to secure the
repayment of any money borrowed, raised or owing by mortgage, charge, standard
security, lien or other security upon the whole or any part of the Company's
property or assets (whether present or future), including its uncalled capital,
and also by a similar mortgage, charge, standard security, lien or security to
secure and guarantee the performance by the Company of any obligation or
liability it may undertake or which may become binding on it.
3.2.8 To draw, make, accept, endorse, discount, negotiate, execute and
issue cheques, bills of exchange, promissory notes, bills of lading, warrants,
debentures, and other negotiable or transferable instruments.
3.2.9 To apply for, promote, and obtain any Act of Parliament, order,
or licence of the Department of Trade or other authority for enabling the
Company to carry any of its objects into effect, or for effecting any
modification of the Company's constitution, or for any other purpose which may
seem calculated directly or indirectly to promote the Company's interests, and
to oppose any proceedings or applications which may seem calculated directly or
indirectly to prejudice the Company's interests.
3.2.10 To enter into any arrangements with any government or authority
(supreme, municipal, local, or otherwise) that may seem conducive to the
attainment of the Company's objects or any of them, and to obtain from any such
government or authority any charters, decrees, rights, privileges or concessions
which the Company may think desirable and to carry out, exercise, and comply
with any such charters, decrees, rights, privileges, and concessions.
3.2.11 To subscribe for, take, purchase, or otherwise acquire, hold,
sell, deal with and dispose of, place and underwrite shares, stocks, debentures,
debenture stocks, bonds, obligations or securities issued or guaranteed by any
other company constituted or carrying on business in any part of the world, and
debentures, debenture stocks, bonds, obligations or securities issued or
guaranteed by any government or authority, municipal, local or otherwise, in any
part of the world.
3.2.12 To control, manage, finance, subsidise, co-ordinate or otherwise
assist any company or companies in which the Company has a direct or indirect
financial interest, to provide secretarial, administrative, technical,
commercial and other services and facilities of all kinds for any such company
or companies and to make payments by way of subvention or otherwise and any
other arrangements which may seem desirable with respect to any business or
operations of or generally with respect to any such company or companies.
3.2.13 To promote any other company for the purpose of acquiring the
whole or any part of the business or property or undertaking or any of the
liabilities of the Company, or of undertaking any business or operations which
may appear likely to assist or benefit the Company or to enhance the value of
any property or business of the Company, and to place or guarantee the placing
of, underwrite, subscribe for, or
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otherwise acquire all or any part of the shares or securities of any such
company as aforesaid.
3.2.14 To sell or otherwise dispose of the whole or any part of the
business or property of the Company, either together or in portions, for such
consideration as the Company may think fit, and in particular for shares,
debentures, or securities of any company purchasing the same.
3.2.15 To act as agents or brokers and as trustees for any person, firm
or company, and to undertake and perform sub-contracts.
3.2.16 To remunerate any person, firm or company rendering services to
the Company either by cash payment or by the allotment of shares or other
securities of the Company credited as paid up in full or in part or otherwise as
may be thought expedient.
3.2.17 To distribute among the members of the Company in kind any
property of the Company of whatever nature.
3.2.18 To pay all or any expenses incurred in connection with the
promotion, formation and incorporation of the Company, or to contract with any
person, firm or company to pay the same, and to pay commissions to brokers and
others for underwriting, placing, selling, or guaranteeing the subscription of
any shares or other securities of the Company.
3.2.19 To support and subscribe to any charitable or public object and
to support and subscribe to any institution, society, or club which may be for
the benefit of the Company or its directors or employees, or may be connected
with any town or place where the Company carries on business; to give or award
pensions, annuities, gratuities, and superannuation or other allowances or
benefits or charitable aid and generally to provide advantages, facilities and
services for any persons who are or have been directors of, or who are or have
been employed by, or who are serving or have served the Company, or any company
which is a subsidiary of the Company or the holding company of the Company or a
fellow subsidiary of the Company or the predecessors in business of the Company
or of any such subsidiary, holding or fellow subsidiary company and to the
wives, widows, children and other relatives and dependants of such persons; to
make payments towards insurance including insurance for any director, officer or
auditor against any liability in respect of any negligence, default, breach of
duty or breach of trust (so far as permitted by law); and to set up, establish,
support and maintain superannuation and other funds or schemes (whether
contributory or non-contributory) for the benefit of any of such persons and of
their wives, widows, children and other relatives and dependants; and to set up,
establish, support and maintain profit sharing or share purchase schemes for the
benefit of any of the employees of the Company or of any such subsidiary,
holding or fellow subsidiary company and to lend money to any such employees or
to trustees on their behalf to enable any such schemes to be established or
maintained.
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3.2.20 Subject to and in accordance with the provisions of the Act (if
and so far as such provisions shall be applicable) to give, directly or
indirectly, financial assistance for the acquisition of shares or other
securities of the Company or of any other company or for the reduction or
discharge of any liability incurred in respect of such acquisition.
3.2.21 To procure the Company to be registered or recognised in any
part of the world.
3.2.22 To do all or any of the things or matters aforesaid in any part
of the world and either as principals, agents, contractors or otherwise, and by
or through agents, brokers, sub-contractors or otherwise and either alone or in
conjunction with others.
3.2.23 To do all such other things as may be deemed incidental or
conducive to the attainment of the Company's objects or any of them.
3.2.24 AND so that:-
3.2.24.1 None of the provisions set forth in any sub-clause
of this clause shall be restrictively construed but the widest interpretation
shall be given to each such provision, and none of such provisions shall, except
where the context expressly so requires, be in any way limited or restricted by
reference to or inference from any other provision set forth in such sub-clause,
or by reference to or inference from the terms of any other sub-clause of this
clause, or by reference to or inference from the name of the Company.
3.2.24.2 The word "company" in this clause, except where
used in reference to the Company, shall be deemed to include any partnership or
other body of persons, whether incorporated or unincorporated and whether
domiciled in the United Kingdom or elsewhere.
3.2.24.3 In this clause the expression "the Act" means the
Companies Act 1985, but so that any reference in this clause to any provision of
the Act shall be deemed to include a reference to any statutory modification or
reenactment of that provision for the time being in force.
4. The liability of the members is limited.
5. The Company's share capital is (pound)1,000 divided into 1,000 shares of
(pound)1 each.(2)
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(2) The Company's authorised share capital was increased to (pound)2,383,779
by the creation of 2,382,779 deferred shares of (pound)1 each by a
written resolution of the shareholder signed on 14 March 2003.
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I, the subscriber to this Memorandum of Association, wish to be formed into a
Company pursuant to this Memorandum; and I agree to take the number of shares
shown opposite my name.
<Table>
<Caption>
Name and address Number of shares taken
of Subscriber by the Subscriber
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For and on behalf of /s/ [ILLEGIBLE] One
Instant Companies Limited --------------------------
1 Mitchell Lane Total Shares Taken One
Bristol BS1 6BU --------------------------
</Table>
Date: 22 May 2000
Witness to the above signature Glenys Copeland
1 Mitchell Lane
Bristol BS1 8BU /s/ [ILLEGIBLE]
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THE COMPANIES ACTS 1985 TO1989
PRIVATE COMPANY LIMITED BY SHARES
ARTICLES OF ASSOCIATION OF
SOLO CUP (UK) LIMITED
COMPANIES HOUSE 31/03/03
1. PRELIMINARY
1.1 The regulations contained in Table A in the Schedule to the Companies
(Tables A to F) Regulations 1985 (SI 1985 No. 805) as amended by the Companies
(Tables A to F) (Amendment) Regulations 1985 (SI 1985 No. 1052) (such Table
being hereinafter called "Table A") shall apply to the Company save in so far as
they are excluded or varied hereby and such regulations (save as so excluded or
varied) and the Articles hereinafter contained shall be the Articles of
Association of the Company.
1.2 In these Articles the expression "the Act" means the Companies Act 1985,
but so that any reference in these Articles to any provision of the Act shall be
deemed to include a reference to any statutory modification or re-enactment of
that provision for the time being in force.
2. ALLOTMENT OF SHARES
2.1 Shares which are comprised in the authorised share capital with which
the Company is incorporated shall be under the control of the directors who may
(subject to section 80 of the Act and to Article 2.4 below) allot, grant options
over or otherwise dispose of the same, to such persons, on such terms and in
such manner as they think fit.
2.2 All shares which are not comprised in the authorised share capital with
which the Company is incorporated and which the directors propose to issue shall
first be offered to the members in proportion as nearly as may be to the number
of the existing shares held by them respectively unless the Company in general
meeting shall by special resolution
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otherwise direct. The offer shall be made by notice specifying the number of
shares offered, and limiting a period (not being less than 14 days) within which
the offer, if not accepted, will be deemed to be declined. After the expiration
of that period, those shares so deemed to be declined shall be offered in the
proportion aforesaid to the persons who have, within the said period, accepted
all the shares offered to them; such further offer shall be made in like terms
in the same manner and limited by a like period as the original offer. Any
shares not accepted pursuant to such offer or further offer as aforesaid or not
capable of being offered as aforesaid except by way of fractions and any shares
released from the provisions of this Article by any such special resolution as
aforesaid shall be under the control of the directors, who may allot, grant
options over or otherwise dispose of the same to such persons, on such terms,
and in such manner as they think fit, provided that, in the case of shares not
accepted as aforesaid, such shares shall not be disposed of on terms which are
more favourable to the subscribers therefor than the terms on which they were
offered to the members. The foregoing provisions of this Article 2.2 shall have
effect subject to section 80 of the Act.
2.3 In accordance with section 91(1) of the Act sections 89(1) and 90(1) to
(6) (inclusive) of the Act shall not apply to the Company.
2.4 The directors are generally and unconditionally authorised for the
purposes of section 80 of the Act to exercise any power of the Company to allot
and grant rights to subscribe for or convert securities into shares of the
Company up to the amount of the authorised share capital with which the Company
is incorporated at any time or times during the period of five years from the
date of incorporation and the directors may, after that period, allot any shares
or grant any such rights under this authority in pursuance of an offer or
agreement so to do made by the Company within that period. The authority hereby
given may at any time (subject to the said section 80) be renewed, revoked or
varied by ordinary resolution.
3. SHARES
3.1 The lien conferred by regulation 8 in Table A shall attach also to fully
paid-up shares, and the Company shall also have a first and paramount lien on
all shares, whether fully paid or not, standing registered in the name of any
person indebted or under liability to the Company, whether he shall be the sole
registered holder thereof or shall be one of two or more joint holders, for all
moneys presently payable by him or his estate to the Company. Regulation 8 in
Table A shall be modified accordingly.
3.2 The liability of any member in default in respect of a call shall be
increased by the addition at the end of the first sentence of regulation 18 in
Table A of the words "and all expenses that may have been incurred by the
Company by reason of such non-payment".
3.3 The authorised share capital of the Company is (pound)2,383,779 divided
into 1,000 ordinary shares of (pound)1 each ("Ordinary Shares") and
2,382,779 deferred shares of (pound)1 each ("Deferred Shares").
3.4 The rights attached to and imposed on the Deferred Shares are as
follows:
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3.4.1 DIVIDENDS
The Deferred Shares shall not confer on the holders thereof any
entitlement to any participation in the profits of the Company.
3.4.2 CAPITAL
In the event of a winding-up of the Company or other return of
capital, the Deferred Shareholders shall be entitled to
participate, pari passu with the Ordinary Shareholders, in the
assets of the Company available for distribution to shareholders
remaining after payment of all other debts and liabilities of
the Company and of the costs, charges and expenses of such
winding-up or other return of capital, PROVIDED THAT the
Deferred Shareholders (if any) shall be entitled to receive no
more than an amount equal to the nominal amount of their
Deferred Shares and shall have no further right to participate
in the assets of the Company.
3.4.3 VOTING
The Deferred Shares shall not confer on the holders thereof any
entitlement to receive notice of or to attend or vote at any
general meeting of the Company.
3.5 The rights attached to and imposed on the Ordinary Shares are as
follows:
3.5.1 DIVIDENDS
The holders of Ordinary Shares shall be entitled to receive such
dividend as may, from time to time, be declared thereon by the
Board.
3.5.2 CAPITAL
In the event of a winding-up of the Company or other return of
capital, the Ordinary Shareholders shall be entitled to
participate, pari passu with the Deferred Shareholders, in the
assets of the Company available for distribution to shareholders
remaining after payment of all other debts and liabilities of
the Company and of the costs, charges and expenses of such
winding-up or other return of capital, subject to the PROVISO in
Article 3.4.2 hereof.
3.5.3 VOTING
Subject to any rights or restrictions attached to any shares, on
a poll every Ordinary Shareholder who (being an individual) is
present in person or by proxy or (being a corporation) is
present by a duly authorised representative shall have one vote
for every Ordinary Share of which he is respectively the holder
and which is fully paid up or credited as fully paid.
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3.6 All references in article 4 hereof to "member" or "members" shall be
construed as a reference to an Ordinary Shareholder (and for the avoidance of
doubt, shall not include a Deferred Shareholder).
4. GENERAL MEETINGS AND RESOLUTIONS
4.1 Every notice convening a general meeting shall comply with the
provisions of section 372(3) of the Act as to giving information to members in
regard to their right to appoint proxies; and notices of and other
communications relating to any general meeting which any member is entitled to
receive shall be sent to the directors and to the auditors for the time being of
the Company.
4.2.1 No business shall be transacted at any general meeting unless a
quorum is present. Subject to Article 4.2.2 below, two persons entitled to vote
upon the business to be transacted, each being a member or a proxy for a member
or a duly authorised representative of a corporation, shall be a quorum.
4.2.2 If and for so long as the Company has only one member, that
member present in person or by proxy or (if that member is a corporation) by a
duly authorised representative shall be a quorum.
4.2.3 If a quorum is not present within half an hour from the time
appointed for a general meeting the general meeting shall stand adjourned to the
same day in the next week at the same time and place or to such other day and at
such other time and place as the directors may determine; and if at the
adjourned general meeting a quorum is not present within half an hour from the
time appointed therefor such adjourned general meeting shall be dissolved.
4.3 Regulations 40 and 41 in Table A shall not apply to the Company.
4.3.1 If and for so long as the Company has only one member and that
member takes any decision which is required to be taken in general meeting or by
means of a written resolution, that decision shall be as valid and effectual as
if agreed by the Company in general meeting, subject as provided in Article
4.3.3 below.
4.3.2 Any decision taken by a sole member pursuant to Article 4.3.1
above shall be recorded in writing and delivered by that member to the Company
for entry in the Company's minute book.
4.3.3 Resolutions under section 303 of the Act for the removal of a
director before the expiration of his period of office and under section 391 of
the Act for the removal of an auditor before the expiration of his period of
office shall only be considered by the Company in general meeting.
4.4 A member present at a meeting by proxy shall be entitled to speak at the
meeting and shall be entitled to one vote on a show of hands. In any case where
the same person is appointed proxy for more than one member he shall on a show
of hands have as many
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votes as the number of members for whom he is proxy. Regulation 54 in Table A
shall be modified accordingly.
4.5 Unless resolved by ordinary resolution that regulation 62 in Table A
shall apply without modification, the instrument appointing a proxy and any
authority under which it is executed or a copy of such authority certified
notarially or in some other way approved by the directors may be deposited at
the place specified in regulation 62 in Table A up to the commencement of the
meeting or (in any case where a poll is taken otherwise than at the meeting) of
the taking of the poll or may be handed to the chairman of the meeting prior to
the commencement of the business of the meeting.
5. APPOINTMENT OF DIRECTORS
5.1.1 Regulation 64 in Table A shall not apply to the Company.
5.1.2 The maximum number and minimum number respectively of the
directors may be determined from time to time by ordinary resolution. Subject to
and in default of any such determination there shall be no maximum number of
directors and the minimum number of directors shall be one. Whenever the minimum
number of directors is one, a sole director shall have authority to exercise all
the powers and discretions by Table A and by these Articles expressed to be
vested in the directors generally, and regulation 89 in Table A shall be
modified accordingly.
5.2 The directors shall not be required to retire by rotation and
regulations 73 to 80 (inclusive) in Table A shall not apply to the Company.
5.3 No person shall be appointed a director at any general meeting unless
either:-
(a) he is recommended by the directors; or
(b) not less than 14 nor more than 35 clear days before the date
appointed for the general meeting, notice signed by a member qualified to vote
at the general meeting has been given to the Company of the intention to propose
that person for appointment, together with notice signed by that person of his
willingness to be appointed.
5.4.1 Subject to Article 5.3 above, the Company may by ordinary
resolution appoint any person who is willing to act to be a director, either to
fill a vacancy or as an additional director.
5.4.2 The directors may appoint a person who is willing to act to be a
director, either to fill a vacancy or as an additional director, provided that
the appointment does not cause the number of directors to exceed any number
determined in accordance with Article 5.1.2 above as the maximum number of
directors and for the time being in force.
5.5 In any case where as the result of death or deaths the Company has no
members and no directors the personal representatives of the last member to have
died shall have the right by notice in writing to appoint a person to be a
director of the Company and such appointment shall be as effective as if made by
the Company in General Meeting
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pursuant to Article 5.4.1 above. For the purpose of this article, where two or
more member die in circumstances rendering it uncertain which of them survived
the other or others, the members shall be deemed to have died in order of
seniority, and accordingly the younger shall be deemed to have survived the
elder.
6. BORROWING POWERS
6.1 The directors may exercise all the powers of the Company to borrow money
without limit as to amount and upon such terms and in such manner as they think
fit, and subject (in the case of any security convertible into shares) to
section 80 of the Act to grant any mortgage, charge or standard security over
its undertaking, property and uncalled capital, or any part thereof, and to
issue debentures, debenture stock, and other securities whether outright or as
security for any debt, liability or obligation of the Company or of any third
party.
7. ALTERNATE DIRECTORS
7.1 Unless otherwise determined by the Company in general meeting by
ordinary resolution an alternate director shall not be entitled as such to
receive any remuneration from the Company, save that he may be paid by the
Company such part (if any) of the remuneration otherwise payable to his
appointor as such appointor may by notice in writing to the Company from time to
time direct, and the first sentence of regulation 66 in Table A shall be
modified accordingly.
7.2 A director, or any such other person as is mentioned in regulation 65 in
Table A, may act as an alternate director to represent more than one director,
and an alternate director shall be entitled at any meeting of the directors or
of any committee of the directors to one vote for every director whom he
represents in addition to this own vote (if any ) as a director, but he shall
count as only one for the purpose of determining whether a quorum is present.
8. GRATUITIES AND PENSIONS
8.1.1 The directors may exercise the powers of the Company conferred
by its Memorandum of Association in relation to the payment of pensions,
gratuities and other benefits and shall be entitled to retain any benefits
received by them or any of them by reason of the exercise of any such powers.
8.1.2 Regulation 87 in Table A shall not apply to the Company.
9. PROCEEDINGS OF DIRECTORS
9.1.1 A director may vote, at any meeting of the directors or of any
committee of the directors, on any resolution, notwithstanding that it in any
way concerns or relates to a matter in which he has, directly or indirectly, any
kind of interest whatsoever, and if he shall vote on any such resolution his
vote shall be counted; and in relation to any such resolution as aforesaid he
shall (whether or not he shall vote on the same) be taken into account in
calculating the quorum present at the meeting.
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9.1.2 Each director shall comply with his obligations to disclose his
interest in contracts under section 317 of the Act.
9.1.3 Regulations 94 to 97 (inclusive) in Table A shall not apply to
the Company.
10. THE SEAL
10.1 If the Company has a seal it shall only be used with the authority of
the directors or of a committee of directors. The directors may determine who
shall sign any instrument to which the seal is affixed and unless otherwise so
determined it shall be signed by a director and by the secretary or second
director. The obligation under regulation 6 of Table A relating to the sealing
of share certificates shall apply only if the Company has a seal. Regulation 101
in Table A shall not apply to the Company.
10.2 The Company may exercise the powers conferred by section 39 of the Act
with regard to having an official seal for use abroad, and such powers shall be
vested in the directors.
11. NOTICES
11.1 Without prejudice to regulations 112 and 116 inclusive in Table A, the
Company may give notice to a member by electronic means provided that:-
11.1.1 the member has given his consent in writing to receiving notice
communicated by electronic means and in such consent has set out an address to
which the notice shall be sent by electronic means; and
11.1.2 the electronic means used by the Company enables the member
concerned to read the text of the notice.
11.2 A notice given to a member personally or in a form permitted by
Article 11.1 above shall be deemed to be given on the earlier of the day on
which it is delivered personally and the day on which it was despatched by
electronic means, as the case may be.
11.3 Regulation 115 in Table A shall not apply to a notice delivered
personally or in a form permitted by Article 11.1 above.
11.4 In this article "electronic" means actuated by electric, magnetic,
electro-magnetic, electro-chemical or electro-mechanical energy and "by
electronic means" means by any manner only capable of being so actuated.
12. INDEMNITY
12.1 Every director or other officer or auditor of the Company shall be
indemnified out of the assets of the Company against all losses or liabilities
which he may sustain or incur in or about the execution of the duties of his
office or otherwise in relation thereto,
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including any liability incurred by him in defending any proceedings, whether
civil or criminal, or in connection with any application under section 144 or
section 727 of the Act in which relief is granted to him by the Court, and no
director or other officer shall be liable for any loss, damage or misfortune
which may happen to or be incurred by the Company in the execution of the duties
of his office or in relation thereto. But this Article shall only have effect in
so far as its provisions are not avoided by section 310 of the Act.
12.2 The directors shall have power to purchase and maintain for any
director, officer or auditor of the Company insurance against any such liability
as is referred to in section 310(1) of the Act.
12.3 Regulation 118 in Table A shall not apply to the Company.
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13. TRANSFER OF SHARES
13.1 The directors may, in their absolute discretion and without assigning
any reason therefor, decline to register the transfer of a share, whether or not
it is a fully paid share, and the first sentence of regulation 24 in Table A
shall not apply to the Company.
Name and address of Subscriber
For and on behalf of
Instant Companies Limited
1 Mitchell Lane
Bristol BS1 6BU
Date: 22 May 2000
Witness to the above signature Glenys Copeland
1 Mitchell Lane
Bristol BS1 8BU
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