SERENE PROPERTIES LIMITED

DIRECTORS’ RESOLUTION

AT A MEETING OF THE BOARD OF DIRECTORS HELD AT

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

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

IT WAS FURTHER REPORTED that as a condition for the aforesaid transfer to the
Company, and in consideration of ..... Bank Limited, ....., ..... Street, Nairobi agreeing to
continue making advances to ..... and Resort 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. 209/..... and registered in the name of the Company and created in
favour of ..... Bank (“the Existing Charge”) should be varied to the effect that the
Mortgaged debt shall be deemed to have been advanced to ..... and Resort.

IT WAS RESOLVED that the Existing Charge be varied so that the obligations of the
Company and ....., to repay the mortgage debt, interests and other costs under the Existing
Charge shall be deemed to be the obligations of the Company, ..... and Resort.

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 ..... Bank in this connection.

The above is certified a true copy of

the Resolution of the Board of Directors

________________ ________________________
DIRECTOR DIRECTOR/SECRETARY