XXXXX SYNDICATE 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:

1. The Chairman, there being a quorum present, tabled a letter of offer dated 11 th July 2001 from
Xxxxx Bank of Kenya Limited, Xxxxx Bank Building, Nyerere Avenue, Mombasa (“the
Bank”) offering to grant to Bamburi Beach Villa Limited (“the Borrower”) credit facilities not
exceeding the sum of Kenya Shillings Two Million (K.Shs.2,000,000.00) (“the Facilities”).

2. The meeting noted that it was (inter alia) a condition of the granting of the Facilities that the
Xxxxx Syndicate Limited (“the Company”) should create and deliver to the Bank a fixed and
floating Debenture on all assets of the Company and a legal charge over the property known
as L.R.No. xxxxx/366/12 registered in the name of the Company, together with the
Company’s guarantee and guarantees by the directors of the Borrower as security for the
Facilities granted to the Borrower.

3. The meeting carefully considered the terms and conditions of the aforementioned Letter of
Offer and IT WAS UNANIMOUSLY RESOLVED THAT:

(a) The Directors be and are hereby authorised to create a first fixed and floating Debenture
for Kenya Shillings Two Million (K.Shs.2,000,000.00) over all the assets undertaking
goodwill receivables and inventory both present and future and uncalled share
capital of the Company in favour of the Bank as security for the Facilities to the
Borrower and to execute all the necessary documents as may be required by the Bank
in that connection.

(b) The Directors be and are hereby authorised to create a legal charge for Kenya Shillings
Two Million (K.Shs.2,000,000.00) over the property known as L.R.No. xxxxx/366/12
registered in the name of the Company in favour of the Bank as security for the
Facilities to the Borrower and to execute the necessary documents as may be required
by the Bank in that connection.

(c) The Directors be and are hereby authorised to guarantee the Facilities availed to the
Borrower by granting the Bank a corporate guarantee for the sum of Kenya Shillings
Two Million (K.Shs.2,000,000.00) to cover the obligations of the Borrower and the
Directors be and are hereby authorised to execute the necessary documents as may
be required by the Bank in that connection.
 (d) Alongside the Debenture and legal charges granted by the Company to the Bank, the
Directors of the Borrower (Lalitchandra Popatlal Doshi, Ketan Lalitchandra Doshi,
Dhasukrai Popatlal Doshi and Kiritikumar Popatlal Doshi) should guarantee the
Facilities availed to the Borrower by granting the Bank a directors’ guarantee for the
sum of Kenya Shillings Two Million (K.Shs.2,000,000.00) to cover the obligations of
the Borrower.

(e) The Directors be and are hereby authorised to execute on behalf of the Company all
documents (without limitation) as may be required by the Bank in connection with
the transactions contemplated in the Letter of Offer.

The above is certified a true copy of

the Resolution of the Board of Directors

_______________________ ______________________
DIRECTOR DIRECTOR/SECRETARY