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INVESTMENTS LIMITED

DIRECTORS’ RESOLUTION

AT A MEETING OF THE BOARD OF DIRECTORS HELD AT NAIROBI

ON THE … … … DAY OF … … … … … 2002 AT … … … A.M/P.M.

PRESENT WERE:

1. The Chairman, there being a quorum present, reported that arrangements had been made
with ..... Bank Limited, ....., ..... Street, Nairobi (“the Bank”) to allow ..... Investments Limited
(“the Company”) to enjoy, jointly with the Sienna Holdings Limited (the "Existing
Borrower"), the credit facilities in the aggregate sum of Kenya Shillings One Hundred Million
(K.Shs.100,000,000.00) ("the Existing Facilities"), which facilities were currently being afforded
by the Bank to the Existing Borrower.

2. The meeting noted that there was a charge dated 15 th April 1997 ("the Existing Charge") over
two properties, L.R. No. 209/..... and L.R. No. 209/..... owned by Dayton Development
Limited and the Existing Borrower respectively (both called "the Chargors"), and granted to
the Bank by the Chargors as security for the Existing Facilities. The meeting further noted
that the Bank had agreed, at the request of the Chargors and the Company, to avail the
Existing Facilities to both the Existing Borrower and the Company.

3. The meeting also noted that it was (inter alia) a condition of the granting of the Existing
Facilities by the Bank to the Company that the Existing Charge should be varied so that the
Company should join and be a party to the Existing Charge, and the Existing Charge should
henceforth stand as security for the Existing Facilities, whether granted to the Existing
Borrower or the Company or both the Existing Borrower and the Company.

4. The meeting carefully considered the terms and conditions of the proposed arrangements
and IT WAS UNANIMOUSLY RESOLVED THAT:

(a) The granting of the Existing Facilities to the Existing Borrower and the Company be and
is hereby approved and the Company be and is hereby authorised to join in and be a
party to the Existing Charge and to assume all obligations under the Existing Charge,
jointly and severally with the Chargors.

(b) The Directors be and are hereby authorised to execute a deed of variation of the Existing
Charge which shall be varied as required by the Bank, including as follows:

(i) That the Company shall assume all obligations thereunder, jointly and severally
with the Chargors;
 (ii) That the Existing Facilities shall be made available to the Existing Borrower
and the Company;

(iii) That the Existing Charge shall continue to stand as security for the Existing
Facilities and shall secure the principal sum of Kenya Shillings One Hundred
Million (K.Shs.100,000,000.00).

(c) The Directors be and are hereby authorised to execute on behalf of the Company all the
necessary documents (without limitation) as may be required by the Bank in
connection with the transactions contemplated in respect of the Existing Facilities.

The above is certified a true copy of

the Resolution of the Board of Directors

_______________________ ______________________
DIRECTOR DIRECTOR/SECRETARY