XXXXX INDUSTRIES LIMITED

DIRECTORS’ RESOLUTION

AT A MEETING OF THE BOARD OF DIRECTORS HELD AT NAIROBI

ON THE … … … DAY OF … … … … … 2000 AT … … … A.M/P.M.
PRESENT WERE:

THE CHAIRMAN REPORTED that arrangements had been made with Xxxxx
Commercial Bank Limited, Victor House, Kimathi Street, Nairobi to grant to the
Company credit facilities not exceeding the sum of United States Dollars Six Hundred
and Twenty Five Thousand (US$625,000.00).

IT WAS RESOLVED that the Company should borrow from the Bank in manner
aforesaid sums not exceeding United States Dollars Six Hundred and Twenty Five
Thousand (US$625,000.00).

IT WAS FURTHER RESOLVED that the Directors accepted that a First Legal Charge
for United States Dollars Six Hundred and Twenty Five Thousand (US$625,000.00) over
the property known as L.R No. 209/1813 and registered in the name of M. V. Shah, H. L.
Shah and V. L. Shah (as Directors of the Company) be created in favour of Xxxxx
Commercial Bank Limited and to execute the necessary documents as may be required
by the bank in this connection.

IT WAS FURTHER RESOLVED that the Directors be and are hereby authorised to
create a first fixed and floating Debenture for United States Dollars Six Hundred and
Twenty Five Thousand (US$625,000.00) over all the assets undertaking goodwill
receivables and inventory both present and future and uncalled share capital of the
company in favour of Xxxxx Commercial Bank Limited and to execute all the necessary
documents as may be required by the Bank in this connection.

The above is certified a true copy of

the Resolution of the Board of Directors

_______________________ ______________________
CHAIRMAN SECRETARY