XXXX ENTERPRISES LIMITED

DIRECTORS’ RESOLUTION

AT A MEETING OF THE BOARD OF DIRECTORS HELD AT NAIROBI

ON THE … … … DAY OF … … … … … 2001 AT … … … A.M/P.M.
PRESENT WERE:

THE CHAIRMAN REPORTED that an agreement had been entered into between
Xxxx Enterprises Limited (“the Company”) and Resort Kenya Limited in which all the
assets of the Company would be transferred to Resort Kenya Limited.

IT WAS FURTHER REPORTED that as a condition for the aforesaid transfer to the
Resort Kenya Limited, and in consideration of Victoria Commercial Bank Limited,
Victor House, Kimathi Street, Nairobi agreeing to continue making advances to the
Company and Resort Kenya Limited:

a) The Fixed and Floating Debenture for Kenya Shillings Twenty Two Million Five
Hundred Thousand (K.Shs.22,500,000.00) over all the assets, undertaking,
goodwill, receivables and inventory, both present and in future and uncalled share
capital of Xxxx Enterprises Limited in favour of Victoria Commercial Bank (“the
Existing Debenture”) should be varied to the effect that the facilities should
continue to be made available to the Company and Resort Kenya Limited.
b) The Legal Charge for Kenya Shillings Twenty Two Million Five Hundred
Thousand (K.Shs.22,500,000.00) over the property known as L.R No. xxxx/80/11
and registered in the name Serene Properties Limited and created in favour of
Victoria Commercial Bank (“the Existing Charge”) should be varied to the effect
that the Mortgaged debt shall be deemed to have been advanced the Company and
Resort Kenya Limited.

IT WAS RESOLVED that the Existing Debenture be varied so that all the monies
comprising the Existing Debenture shall be deemed to have been advanced to the
Company and Resort Kenya Limited and consequently the Existing Debenture and the
Varied Debenture be deemed to stand as security in all respects in favour of Victoria
Commercial Bank for the obligations of the Company and Resort Kenya Limited.
IT WAS FURTHER RESOLVED that the Existing Charge be varied so that the
obligations of the Company and Resort Kenya Limited to repay the mortgage debt,
interests and other costs under the Existing Charge shall be deemed to be the obligations
of both the Company and Resort Kenya Limited.

IT WAS FURTHER RESOLVED that the aforesaid arrangements be approved as being

in the best interests of the Company and that the Directors were authorised to execute all
the necessary documents as may be required by Victoria Commercial Bank in this
connection.

The above is certified a true copy of

the Resolution of the Board of Directors

________________ ________________________
DIRECTOR DIRECTOR/SECRETARY