|         |     |
|---------|-----|
| Exhibit | 3.1 |

|                                          |
|------------------------------------------|
| MEMORANDUM                               |
|                                     |
|                                     |
|                                     |
| AND                                      |
|                                     |
|                                     |
|                                     |
| ARTICLES OF      ASSOCIATION             |
|                                     |
|                                     |
|                                     |
| OF                                       |
|                                     |
|                                     |
|                                     |
| LAKE VICTORIA      RESOURCES (T) LIMITED |
|                                     |
|                                     |
| DRAWN      BY:                           |
| AhmedAbubakar Magoma                     |
| ~Floor,suite 80S                         |
| Harhour view                             |
| Samora Avenue                            |
| P.O.BOX 80097                            |
| DAR      ES SALAAM                       |

----

|                                          |
|------------------------------------------|
| THE COMPANIES      ACT No. 12 of 2002    |
| COMPANY      LIMITED BY SHARES           |
| MEMORANDUM OF      ASSOCIATION           |
| OF                                       |
| LAKE VICTORIA      RESOURCES (T) LIMITED |

| 1.      | The      name of this Company is LAKE VICTORIA RESOURCES (1') LIMITED                                                                                                                                                        |
|------------------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 2.      | The      registered office ofthis Company will be situated in Tanzania      Mainland.                                                                                                                                        |
| 3.      | The      objects for which the Company is established is the transaction of any and      alI lawful business for which companies may be incorporated in Tanzania;      and more particularly the Company shalI have powers:  |

|        |        |                                                                                                                                                                                                         |
|--------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (a)    | (i)    |  To      purchase, take on lease or in exchange, or acquire by mining set    or                                                                                                                    |
|   |   |                                                                                                                                                                                                    |
|   |   | rights, buildings, easements, rights and privileges, machinery,      plant,                                                                                                                             |
|   |   | and      other effects whatsoever in the United Republic of Tanzania,                                                                                                                                   |
|   |   | which      the Company may from time to time think proper to be                                                                                                                                         |
|   |   | acquired for any of its purposes.                                                                                                                                                                       |
|   |
|   |   | To      work the mines and mining rights under or upon the lands and                                                                                                                                    |
|   |   | properties to be acquired by the Company, and to crush, wash,      smelt,                                                                                                                               |
|   |   | reduce, or otherwise treat and render marketable and sell or      dispose of                                                                                                                            |
|   |   | the      produce of any mines, whether belonging to the company or not  of                                                                                                                              |
|   |
|   |   |                                                                2 |

----

|                                                                  |                                                                            |
|------------------------------------------------------------------|----------------------------------------------------------------------------|
| (iv)                                                             | To      provide advisory and consultancy services on all aspects of  all   |
|                                                             | mineral resources development from exploration through    mining           |
|                                                             | processing to marketing.                                                   |
|                                                             |
| (v)                                                              | To      search for ores, minerals, and hydrocarbons and to apply for       |
|                                                             | licenses for mining, prospecting drilling in or over any      lands        |
|                                                             | which      may be acquired by the company and to lease any such            |
|                                                             | lands      for building or for agricultural use and to sell or otherwise   |
| dispose of the lands, mines or other property of the    company. |
|                                                             |
| (vi)                                                             | To      excavate and extract and submit to any refinement process or       |
|                                                             | manufacture, to prepare for market and to generally carryon      the       |
|                                                             | business of prospecting, mining, smelting andrefining.                     |
|                                                             |
| (vii)                                                            | To      manufacture, buy, sell and generally deal in any plant,  machinery |
|                                                             | equipment tools goods or things of any description which in      the       |
|                                                             | opinion of the company may be conveniently dealt with by    the            |
|                                                             | company in connection with any of its objects.                             |
|                                                             |
| (viii)                                                           | To      undertake all or any of the businesses of selling                  |
|                                                             | building/construction materials which derive from minerals      and/or     |

| (b)      | To      carry on any other trade or business whatever which can in the opinion of      the Board ofDirectors be advantageously carried on in connection with or      ancillary to any ofthe businesses ofthe Company.  |
|-------------------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (c)      | To      purchase or by any other means acquire and take options over any      property                                                                                                                                 |

----

|        |                                                                                                       |
|--------|-------------------------------------------------------------------------------------------------------|
|   | whatever, and any rights or privileges of any kind over or in      respect of any                     |
|   | property.                                                                                             |
|   |
| (d)    | To      apply for, register, purchase, or by other means acquire and protect,      pro-               |
|   |  long      and renew, whether in the United Republic of Tanzania or elsewhere      any           |
|   | patents, patent rights, brevets d'invention, licenses, secret      processes, trade marks,            |
|   | designs, protections and concessions and to disclaim, alter,      modify, use and tum to              |
|   |  account and to manufacture under or grant licenses or privileges in      respect of the         |
|   |  same,      and to expend money in experimenting upon, testing and improving    any              |
|   | patents, inventions or rights which the Company may acquire or      propose to                        |
|   |  acquire.                                                                                        |
|   |
| (e)    | To      acquire or undertake the whole or any part of the business, goodwill, and      assets         |
|   |  of any      person, firm, or company carrying on or proposing to carry on any of      the       |
|   |  businesses which the Company is authorised to carry on and as part      of the                  |
|   |  consideration for such acquisition to undertake all or any of the      liabilities of           |
|   |  such      person, firm or company, or to acquire an interest in, amalgamate with,      or       |
|   |  enter      into partnership or into any arrangement for sharing profits, or for      co-        |
|   |  operation, or for mutual assistance with any such person, firm or      company, or for          |
|   |  subsidizing or otherwise assisting any such person, firm or      company, and to give or        |
|   |  accept, by way of consideration for any of the acts or things      aforesaid or property        |
|   |  acquired, any shares, debentures, debenture stock or securities      that may be agreed         |
|   |  upon,      and to hold and retain, or sell, mortgage and deal with any shares,      debentures, |
|   |  debenture stock or securities so received.                                                      |
|   |
| (I)    | To      improve, manage, construct, repair, develop, exchange, let on lease      or                   |
|   |  otherwise, mortgage, charge, sell, dispose of, tum to account,      grant licences,             |
|   |  options, rights and privileges in respect of, or otherwise deal      with all or any part       |
|   |  ofthe      property and rights ofthe Company,                                                   |
|   |
| (g)    | To      invest and deal with the monies of the Company not immediately required      in               |
|   |  such      manner as may from time to time be determined and to hold or      otherwise           |
|   |
| 4      |

----

|        |        |                                                                                           |
|--------|--------|-------------------------------------------------------------------------------------------|
| (i)    |   | To      borrow and raise money in any manner and to secure the repayment ofany      money |
|   |   | bon-owed, raised or owing by mortgage, charge, standard security,      lien or other      |
|   |   | security upon the whole or any part of the Company's property or      assets (whether     |
|   |   | present or future), including its uncalled capital, and also by a      similar mortgage,  |
|   |   | charge, standard security, lien or security to secure and guarantee      the              |
|   |   | performance by the Company of any obligation or liability it may      undertake or        |
|   |   | which      may become binding on it.                                                      |
|   |
| 0      | )      | To      draw, make, accept, endorse, discount, negotiate, execute and    issue            |
|   |   | cheques, bills of exchange, promissory notes, bills of lading,      warrants,             |
|   |   | debentures, and other negotiable or transferable    instruments.                          |

| (k)      | To      apply for, promote, and obtain any licence of authority for enabling the      Company to carry any of its objects into effect, or for effecting any      modification of the company's constitution, or for any other purpose which      may seem calculated directly or indirectly to promote the company's      interests, and to oppose any proceedings or applications which may seem      calculated directly or indirectly to prejudice the Company's      interests.  |
|-------------------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

----

|        |        |                                                                                                      |
|--------|--------|------------------------------------------------------------------------------------------------------|
| (I)    |   | To      enter into any arrangement with any Government Authority    (supreme,                        |
|   |   |  municipal, local, or otherwise) that may seem conducive to the      attainment of the          |
|   |   |  company's objects or any of them, and to obtain from any such      government or               |
|   |   | authority any charters, decrees, rights, privileges or concessions      which the                    |
|   |   |  Company may think desirable and to carry out, exercise, and comply      with any               |
|   |   | such      charters, decrees, rights, privileges and concessions.                                     |
|   |
| (m)    |   | To      subscribe for, take, purchase, or otherwise acquire, hold, sell, deal with      and          |
|   |   |  dispose of, place and underwrite shares, stocks, debentures,      debenture stocks,            |
|   |   |  bonds,      obligations or securities issued or guaranteed by any other    company             |
|   |   | constituted or carrying on business in any part of the world, and      debentures,                   |
|   |   |  debenture stocks, bonds, obligations or securities issued or      guaranteed by any            |
|   |   |  government or authority, municipal, local or otherwise, in any part      of the world.         |
|   |
| (n)    |   | To      control, manage, finance, subsidise, co-ordinate or otherwise assist      any                |
|   |   |  company or companies in which the Company has a direct or indirect      fmancial               |
|   |   |  interest, to provide secretarial, administrative, technical,      commercial and other         |
|   |   |  services and facilities of all kinds for any such company or      companies and to             |
|   |   |  make      payments by way of subvention or otherwise and any other      arrangements           |
|   |   |  which      may seem desirable with respect to any business or operations of    or              |
|   |   |  generally with respect to any such company or  companies.                                      |
|   |
| (0     | )      | To      promote any other company for the purpose of acquiring the whole or any      part            |
|   |   |  of the      business or property or undertaking or any of the liabilities of the      Company, |
|   |   |  or of      undertaking any business or operations which may appear likely to assist      or    |
|   |   |  benefit the Company or to enhance the value of any property or      business of the            |
|   |   |  Company, and to place or guarantee the placing of, underwrite,      subscribe for,             |
|   |   |  or      otherwise acquire all or any part of the shares or securities of any      such         |
|   |   |  company as aforesaid.                                                                          |

----

|        |                                                                                               |
|--------|-----------------------------------------------------------------------------------------------|
| (P)    | To      sell or otherwise dispose of the whole or any part of the business or      property   |
|   | of the      Company, Either together or in portions, for such consideration as      the       |
|   |  Company may think fit, or in particular for shares, debentures, or      security of any |
|   | company purchasing the same,                                                                  |
| (q)    | To act      as agents or brokers and as trustees for any person, firm or company,      and    |
|   | to      undertake and perform sub-contracts,                                                  |
|   |
| (r)    | To      remunerate any person, firm or company rendering services to  the                     |
|   | Company either by cash payment or by the allotment to him or them      of shares or           |
|   | other      securities of the Company credited as paid up in full or in part or      otherwise |
|   | as may      be thought expedient.                                                             |
|   |
| (s)    | To pay      all or any expenses incurred in connection with thepromotion,                     |
|   | formation and incorporation of the Company, or to contract with any      person, firm         |
|   | or      company to pay the same, and to pay commissions to brokers and others      for        |
|   | underwriting, placing, selling, or guaranteeing the subscription of      any shares or        |
|   | other      securities ofthe Company,                                                          |
|   |
| (t)    | To      support and subscribe to any charitable or public object and to support      and      |
|   | subscribe to any institution, society, or club which may be for the      benefit of the       |
|   | Company or its directors or employees, or may be connected with any      town or              |
|   | place      where the Company carries on business; to give or award  pensions,                 |
|   | annuities, gratuities, and superannuation or other allowances or      benefits or             |
|   | charitable aid and generally to provide advantages, facilities and      services for any      |
|   | persons who are or have been directors of, or who are or have been      employed by, or       |
|   | who      are serving or have served the Company, or any company which is a      subsidiary    |
|   | of the      Company or the holding company of the Company or a fellow subsidiary      of      |
|   | the      Company or the predecessors in business of the Company or of any      such           |
|   | subsidiary, holding or fellow subsidiary company and to      the wives, widows,               |
|   | children and other relatives and dependants of such persons; to      make payments            |
|   | towards insurance; and to set up, establish, support and maintain      superannuation and     |

----

|        |                                                                                                          |
|--------|----------------------------------------------------------------------------------------------------------|
|   | other      funds or schemes (whether contributory or noncontributory) for the      benefit               |
|   | of any      of such persons and of their wives, widows, children andother                                |
|   |  relatives and dependants; and to set up, establish, support and      maintain profit               |
|   | sharing or share purchase schemes for the benefit of any of the      employees of                        |
|   | the      Company or of any such subsidiary, holding or fellow subsidiary company      and                |
|   |  to      lend money to any such employees or to trustees on their behalf to enable      any         |
|   |  such      purchase schemes to be established or maintained.                                        |
|   |
| (u)    | To      distribute among the members of the Company in kind any property of      the                     |
|   |  Company of whatever nature.                                                                        |
|   |
| (v)    | To      procure the Company to be registered or recognised in any part of the      world.                |
|   |
| (w)    | To do      all or any of the things or matters aforesaid in any part of the world and      either        |
|   |  as      principals, agents, contractors or otherwise, and by or through agents,      brokers, sub- |
|   |  contractors or otherwise and either alone or in conjunction with      others.                      |
|   |
| (x)    | To do      all such other things as may be deemed incidental or conducive to      the                    |
|   |  attainment of the company's objects or any of  them.                                               |

- 
-  None of  the objects set forth in any sub-clause of this clause shall berestrictively construed but the widest interpretation shall be  giveneach such  object, and none of such objects shall, except wherecontext  expressly so requires, be in any way limited or restrictedreference  to or inference from any other object or objects set forth in suchsub-clause, or by reference to or inference from the terms of any other  subclause of tWs clause, or by reference to or inference from the name  ofCompany.    
- 

----

|        |        |                                                                                       |                                                                              |
|--------|--------|---------------------------------------------------------------------------------------|------------------------------------------------------------------------------|
|   |   |            (ii)                                         | None      of the sub-clauses of this clause and none of the objects          |
|   |   |                                                                                  | therein specified shall be deemed subsidiary or ancillary to any of      the |
|   |   |                                                                                  | objects specified in any other such sub-clause, and the      Company         |
|   |   |                                                                                  | shall      have as full a power to exercise each and everyone of the         |
|   |   |                                                                                  | objects specified in each sub-clause of this clause as    though             |
|   |   |                                                                                  | each      such sub-clause contained the objects ofa separate Company.        |
|   |
|   |   |            (iii)                                        | The      word 'Company' in this clause, except where used in reference       |
|   |   |                                                                                  | to the      Company, shall be deemed to include any partnership or other     |
|   |   |                                                                                  | body      of persons, whether incorporated or unincorporated andwhether      |
|   |   |                                                                                  | domiciled in the United Republic of Tanzania or  elsewhere.                  |
|   |
| 4      | .      | The      liability of the members is limited.                                         |
|   |
| 5      | .      | The      share capital of this Company is Tanzanian Shillings 10,000,000      divided |
|   |   | into      tooo shares      of Tanzania Shillings 10,000 each, with the power for this |
|   |   | Company to reduce 01'      increase the same and alter the value of the share or  to  |
|   |   | convert the same into stock and to issue shares at par or at a      premium with      |
|   |   | preferential, deferred, qualified or special rights as this Company      may          |
|   |   | determine.                                                                            |                                                                         |

----

|                                       |                   |
|---------------------------------------|-------------------|
| Name,      Address and description of | Nnmberof          |
| Subscribers                           | Shares      taken |
|                                  | by      each      |
|                                  | Subscriber        |
| Abmed      Abubakar Magoma            |              |
| SIh      Floor, suite S05             |              |
| Samora      Aveuue                    | I                 |
| P.O.      Box S0079                   |              |
| Dar es      Salaam                    |              |
|                                  |
|                                  |
| Henry      Sato Massaba               |              |
| Plot      No. B 46/412                | I                 |
| KiJitonyama                           |              |
| P.O.      Box 7566                    |              |
| Dar es      Salaam                    |              |

----

|                                          |
|------------------------------------------|
| THE      COMPANIES ACT No. 12 OF 2002    |
| COMPANYL~DBYSHARES                       |
| ARTICLES                                 |
| OF                                       |
| ASSOCIATION                              |
| OF                                       |
| LAKE VICTORIA      RESOURCES (T) LIMITED |

----

|                                                                             |        |                                                                                              |                                                                        |
|-----------------------------------------------------------------------------|--------|----------------------------------------------------------------------------------------------|------------------------------------------------------------------------|
|                                                                        |   | Ti\BLEA                                                                                      |                                                                   |
|                                                                        |   | 'rhe      rdgulations in Table A in the First Schedule to the Companies Act shall      not   |
|                                                                        |   | apply      to the Company save if the same is repeated or contained in these      Articles.  |
|                                                                        |   | INTERPRETATION                                                                               |
| 2                                                                           | .      | In      these Articles unless the context otherwise requires:                                |
| 3                                                                           | .      | "Articles" means these Articles of Association of LAKE      VICTORIA                         |
|                                                                        |   | RESOURCES (T) LIMITED;                                                                       |
|                                                                        |   |  "Board" means the board of Directors of the Company or the      Directors present at a |
| duly      convened meeting of Directors at which quorum has been  attained; |
|                                                                        |   |                                                                                         |  means      the Chainnan of the Company;                          |
|                                                                        |   |                                                                                         | means      LAKE VICTORIA RESOURCES (T) LIMITED;                        |
|                                                                        |   |                                                                                    |  means      the Directors for the time being of the Company or if |
|                                                                        |   |                                                                                         |  there      be only one Director then such one Director;          |
|                                                                        |   |                                                                                         |  means      a registered shareholder in the Company;              |
|                                                                        |   |                                                                                         |  means      the Memorandum of Association of the Company;         |
|                                                                        |   |                                                                                         |  means      calendar month;                                       |
|                                                                        |   |                                                                                         |  means      the objects of the Company;                           |

----

|                                            |                                                                      |
|--------------------------------------------|----------------------------------------------------------------------|
|                                  | means      the registered office of the                              |
|                                       | Company;                                                             |
|                                       |
|                                  | means      the Companies Act. No. 12 of20020r any statutory re-      |
|                                       | enactment or modification thereof for the time beingin               |
|                                       | force,      and reference to any section or provisions of the Act    |
|                                       | shall      include reference to any statutory re-enactment or        |
|                                       | modification of snch section or provision for the time being      in |
|                                       |                                                                 |
|                                       |
|                                  | means      2 Directors as the minimum number of Directors who        |
|                                       | must      be present at a meeting in order business to be            |
|                                       |                                                                 |
|                                       |
|                                       | means      the Common Seal of the                                    |
|                                       | Company;                                                             |
|                                       |
|                                       | means      from Ist January to 31 st                                 |
|                                       | December inclusive; and                                              |
|                                       |
|                                       | includes printing and lithography and                                |
|                                       | any      other mode or modes of representing                         |
| or      producing words in a visible form. |

| 3.      | Subject as aforesaid, any words or expression defmed in the Act      shall, except where the subject or context forbids, bear the same meaning      in these Articles.  |
|------------------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                   | PRIVATE COMPANY                                                                                                                                                         |
| 4.      | The      Company is a Private Company, and accordingly:                                                                                                                 |

----

|                                                                                             |                                                                                 |         |
|---------------------------------------------------------------------------------------------|---------------------------------------------------------------------------------|---------|
| (a)                                                                                         | no      invitation shall be issued to the public to subscribe for any    shares | or      |
| debentures of the Company; .                                                                |                                                                            |
|                                                                                        |
| (b)                                                                                         | the      number of the Members, not including persons who are in the            |    |
|                                                                                        | employment of the Company is limited to fifty (50)    Members:                  |    |
|                                                                                        | Provided that, for the purpose ofthis provision, where two or      more         | persons |
| hold      one or more shares in the Company jointly, they shall be treated as a      single |
| Member;                                                                                     |                                                                            |
|                                                                                        |
| (c)                                                                                         | the      right to transfer the shares of the Company is restricted in the       |    |
|                                                                                        | hereinafter provided; and                                                       |    |
|                                                                                        |
| (d)                                                                                         | no      Share Warrant shall be issued.                                          |    |

|        |        |                                                                                                           |
|--------|--------|-----------------------------------------------------------------------------------------------------------|
| 5      | .      |  The      Office shall be at such place in Tanzania as the Board shall from time to      time        |
|   |   |  appoint.                                                                                            |
|   |
|   |   |  SHARE      CAPITAL                                                                                  |
|   |
| 6      | .      | The      share capital of the Company at the date of adoption of these Articles is      Tanzania          |
|   |   |    Shillings Ten Million divided into One Thousand ordinary shares of      Ten Thousand         |
|   |   |  Tanzanian Shillings                                                                                 |
|   |
| 7      | .      |    Without prejudice to any special rights previously conferred on the      holders of any      |
|   |   |    shares      or class of shares, any share in the Company (whether fonning part of      the   |
|   |   |    original capital or not) may be issued with any such preferred,      deferred or other       |
|   |   |    special rights or subject in regard to dividend returns of capital,      voting or otherwise |
|   |   |    as the      Company may from time to time, by resolution, detennine or in the case      of   |
|   |   |    any      shares in respect of which there has been no such determination as the      Board   |
|   |   |    may      direct.                                                                             |

----

|        |        |                                                                                                                 |
|--------|--------|-----------------------------------------------------------------------------------------------------------------|
| 8      | .      |  Subject to the provisions of section 59 of the Act any preference      shares may be                      |
|   |   |  issued      on terms that they are, or at the option of the Company are to be liable,      to he          |
|   |   |  redeemed on such terms and in such manner as the Company may, by      special                             |
|   |   |                                                                                                       |
|   |
| 9      | .      | The      Company may, from time to time by special resolution, increase its share      capital                  |
|   |   |  by      such sum, to be divided into shares of such amount, as the resolution      shall                  |
|   |   |  prescribe.                                                                                                |
|   |
|   |   |  MODIFICATION OF CLASS OF SHARES                                                                           |
|   |
| 10     | .      | All or      any of the special rights and privileges attached to any class of shares      issued                |
|   |   |  may      from time to time (whether or not the Company is being wound up) be      altered                 |
|   |   |  or      abrogated with the consent, in writing, of the holders of no less than      three -               |
|   |   |  fourths of the issued shares of that class or with the sanction of      a special resolution              |
|   |   |  passed      at a separate general meeting of the holders of such shares. To any      such                 |
|   |   |  separate general meeting all the provisions of these Articles as to      the general                      |
|   |   |  meeting of the Company shallmulatis mulalldls apply.                                                      |
|   |
| 11     | .      |  The      special rights conferred upon the holders of any shares or class of shares      shall            |
|   |   |    not,      unless otherwise expressly provided by the conditions of issue of such      shares,      |
|   |   |    be      deemed to be altered by the creation or issue of further shares and shall      rank   |
|   |   |    passu      therewith.                                                                              |
|   |
|   |   |  SHARES                                                                                                    |
|   |
| 12     | .      |  Subject to the provisions of these Articles, un issued shares of      the Company shall be                |
|   |   |  at the      disposal of the Board, which may allot, grant options over or      otherwise                  |
|   |   |  dispose of them to such persons, at such times and for such      consideration and upon                   |
|   |   |  such      terms and conditions as the Board may determine, but so that no shares      shall               |
|   |   |  be      issued at a discount except in accordance with section 60 of the      Act.                        |

----

|        |        |                                                                                                           |
|--------|--------|-----------------------------------------------------------------------------------------------------------|
| 13     | .      | If the      shares and equity securities of any issue shall not be capable, without      division         |
|   |   | into      fractions, of being offered to or being divided among tbe Members in      the                   |
|   |   | proportions above mentioned the same shall be offered to or divided      among the                        |
|   |   | Members as nearly as may be in such proportions and any balance      shall be offered to                  |
|   |   | or      divided among the Members in such manner as may be reasonably determined      by                  |
|   |   | the      Board.                                                                                           |
|   |
| 14     | .      |  If all      of the shares or equity securities, as the case may be, of any issue are      not fully |
|   |   |  subscribed for within a period of thirty (30) days after the same      are offered to the           |
|   |   |  Members, the Company shall, during the following period of thirty      (30) days, offer             |
|   |   |  all or      any of the shares or equity securities not taken up by the Members to      those        |
|   |   |  Members who have accepted their offers in proportion to their      shareholdings, and if            |
|   |   |  not      subscribed by these Members within a period of thirty (30) days after      being           |
|   |   |  offered the Company may offer the same to any person or persons as      the Board                   |
|   |   |  thinks      fit, provided that (a) the price at which such shares or equity securities      may     |
|   |   |  be      allotted and issued shall be not less than the subscription price      initially offered to |
|   |   |  the      Members, and (b) the terms of payment and otherwise for such shares or      equity         |
|   |   |  securities shall not be more favorable than the tenns initially      offered to the                 |
|   |   |  Members.                                                                                            |
|   |
|   |   |  SHARE      CERTIFICATES                                                                             |
|   |
| 15     | .      |  Every      person whose name is entered as a Member in the Register shall be      entitled,         |
|   |   |  without payment, to receive within two months after allotment or      lodgment of                   |
|   |   |  transfer (or within such other period as the conditions of issue      shall provide) one            |
|   |   |  certificate for all his shares of anyone class, or several      certificates each for one or        |
|   |   |  more      of his shares of such class upon payment of such sum for every      certificate           |
|   |   |  after      the first as the Board shall from time to time determine. In the case of a      share    |
|   |   |  held      jointly by several persons, delivery of a certificate to one of several      joint        |
|   |   |  holders shall be sufficient delivery to all. If a Member shall sell      or transfer part of        |
|   |   |  the      shares comprised in his holding he shall be entitled to a certificate for      the         |
|   |   |  balance without charge.                                                                             |

----

|        |        |                                                                                                              |
|--------|--------|--------------------------------------------------------------------------------------------------------------|
| 16     | .      |    If a      share certificate be defaced, lost or destroyed it may be replaced on      payment of |
|   |   |  such      fee (if any) as may be detennined by the Board and on such tenus (if any)      as to         |
|   |   |  evidence and indemnity and payment of the out-of-pocket expenses of      the Company                   |
|   |   |  of      investigating such evidence as the Board may think fit and, in case      of                    |
|   |   |  defacement, on delivery of the old certificate to the      Company.                                    |
|   |
|   |   | LIEN                                                                                                         |
|   |
| 17     | .      |  The      Company shall have a first and paramount lien on every share (not being a      fully          |
|   |   |  paid      share) for all moneys, whether presently payable or not, called or payable      at a         |
|   |   |  fixed      time in respect of such share, [and the Company shall also have a first      and            |
|   |   |  paramount lien and charge on all shares (other than fully paid      shares) standing                   |
|   |   |  registered in the name of a single Member for all the debts and      liabilities of such               |
|   |   |  Member      or his estate to the Company, and whether the same shall have    been                      |
|   |   |  incurred before or after notice to the Company of any equitable or      other interest of              |
|   |   |  any      person other than such Member, and Whether the time for the payment      or                   |
|   |   |  discharge of the same shall have actually arrived or not, and      notwithstanding that                |
|   |   |  the      same are joint debts or liabilities of such Member or his estate and any      other           |
|   |   |  person      whether a Member or not. The Company's lien on a share shall extend to      all            |
|   |   |  dividends payable thereon. But the Board may at any time declare      any share to be                  |
|   |   |  wholly      or in part exempt from the provisions of this article. Unless      otherwise               |
|   |   |  agreed, the registration of a transfer of shares shall not operate      as a waiver of the             |
|   |   |  Company's lien, if any, on suchshares.                                                                 |

|        |                                                                                                  |
|--------|--------------------------------------------------------------------------------------------------|
|   | The      Company may sell, in such manner as the Board may think fit, any share      on          |
|   | which      the Company has a lien, but no sale shall be made unless some sum in      respect     |
|   | of      which the lien exists is presently payable nor until the expiration      offourteen days |
|   | after      a notice in writing stating and demanding payment of the sum      presently           |
|   | payable and giving notice of the intention to sell in default shall      have been given to      |
|   | the      holder for the time being of the share or to the person entitled by reason      of his  |
|   | death      or bankruptcy, to the share.                                                          |
|   |
|   |
|   |
| 17     |

----

|                                                                                         |        |                                                                                                        |
|-----------------------------------------------------------------------------------------|--------|--------------------------------------------------------------------------------------------------------|
| 19                                                                                      | .      | The      net proceeds of sale shall be applied in or towards payment or      satisfaction of           |
|                                                                                    |   | the      debt or liability in respect whereof the lien exists so far as the same is      presently     |
|                                                                                    |   | payable, and any residue shall (subject to a like lien for debts or      liabilities not               |
|                                                                                    |   | presently payable as existed upon the shares prior to the sale) be      paid to the person             |
|                                                                                    |   | entitled to the shares at the time of the sale. For giving effect      to any such sale the            |
|                                                                                    |   | Board      may authorize some person to transfer the shares sold to the      purchaser                 |
|                                                                                    |   | thereof. The purchaser shall be registered as the holder ofthe      shares and he shall not            |
|                                                                                    |   | be      bound to see to the application of the purchase money, nor shall his title      to the         |
|                                                                                    |   | shares      be affected by any irregularity or invalidity in the proceedings in      reference to      |
|                                                                                    |   | the      sale.                                                                                         |
|                                                                                    |
|                                                                                    |   | CALLS      ON SHARES                                                                                   |
|                                                                                    |
| 20                                                                                      | .      | The      Board may from time to time make calls upon the Members in respect of      any                |
|                                                                                    |   | moneys      unpaid on their shares (whether on account of the nominal amount of      the               |
|                                                                                    |   | shares      or by way of premium) and not by the conditions of allotment thereof      made             |
|                                                                                    |   |  payable at fixed times, provided that no call shall exceed      one-fourth of the nominal        |
|                                                                                    |   |  amount      of the shares or be payable earlier than one month from the date fixed      for      |
|                                                                                    |   |  payment of the last previous call, and each Member shall (subject      to the Company            |
|                                                                                    |   |  giving      to him at least fourteen days' notice specirying the time or times and      place of |
|                                                                                    |   |  payment) pay to the Company at the time or times and place so      specified the amount          |
|                                                                                    |   |  called      on his shares. A call may be revoked or postponed as the Board    may                |
|                                                                                    |   |  determine.                                                                                       |
|                                                                                    |
| 21                                                                                      | .      | A call      may be made payable by installments and shall be deemed to have been      made             |
| at the      time when the resolution of the Board authorizing the call was      passed. |
|                                                                                    |
| 22                                                                                      | .      | The      joint holders of a share shall be jointly and severally liable to pay all      calls in       |
|                                                                                    |   |  respect thereof.                                                                                 |
|                                                                                    |
| 23                                                                                      | .      |  If a      sum called in respect of a share be not paid before or on the day      appointed for   |
|                                                                                    |   |  payment thereof the person from whom the sum is due shall pay      interest on the sum           |
|                                                                                    |   |  from      the day appointed for payment thereof to the time of actual payment at      such       |

----

|                                                                                   |        |                                                                                                         |
|-----------------------------------------------------------------------------------|--------|---------------------------------------------------------------------------------------------------------|
|                                                                              |   |  rate,      not exceeding 10 per cent per annum, as the Board may determine, but      the          |
|                                                                              |   |  Board      shall be at liberty to waive payment of such interest wholly or in      part,          |
|                                                                              |
| 24                                                                                | .      |  Any      sum which, by the terms of issue of a share, becomes payable on allotment      or        |
|                                                                              |   |  at any      fixed date, whether on account of the nominal amount of the share or by      way      |
|                                                                              |   |  of      premium, shall for all the purposes of these Articles be deemed to be a      call duly    |
|                                                                              |   |  made      and payable on the date on which, by the terms of issue, the same      becomes          |
|                                                                              |   |  payable, and in case of non-payment all the relevant provisions of      these Articles as         |
|                                                                              |   |  to      payment of interest and expenses, forfeiture or otherwise shall apply as      if such     |
|                                                                              |   |  sum      had become payable by virtue or a call duly made andnotified.                            |
|                                                                              |
| 25                                                                                | .      |  The      Board may make arrangements on the issue of shares for a difference      between         |
|                                                                              |   |  the      holders in the amount of calls to be paid and in the times of      payment.              |
|                                                                              |
| 26                                                                                | .      |  The      Board may, if it thinks fit, receive from any Member willing to advance      the         |
|                                                                              |   |  same,      all or any part of the moneys uncalled and unpaid upon any shares held      by         |
|                                                                              |   |  him      and upon all or any of the moneys so advanced may (until the same would,      but        |
|                                                                              |   |  for      such advance, become presently payable) pay interest at such rate, as may      be        |
|                                                                              |   |  agreed      upon between the Board and the Member paying such sum in advance.      The            |
|                                                                              |   |  Directors may at any time on giving not less than three months'      notice in writing to         |
|                                                                              |   |  such      Member repay to him the amount by which any such advance exceeds    the                 |
|                                                                              |   |  amount      actually called up on the shares.                                                     |
|                                                                              |
|                                                                              |   | TRANSFER OF SHARES                                                                                      |
|                                                                              |
| 27                                                                                | .      |  No      shareholder shall sell, assign or otherwise transfer any shares without      the prior    |
| written consent ofthe other shareholders except as provided in this      Article. |
|                                                                              |
| 28                                                                                | .      |  If any      Member wishes to transfer (including, but not limited to, any sale, gift      or      |
|                                                                              |   |  transfer due to legal proceedings by any Member) any of his shares      in the Company,           |
|                                                                              |   |  he      shall first offer all of such shares he is seeking to transfer to the      other Members. |
|                                                                              |
| 29                                                                                | .      |  The      Offer shall:                                                                             |

----

|                                                                           |                                                                                            |
|---------------------------------------------------------------------------|--------------------------------------------------------------------------------------------|
| (a)                                                                       | be in      writing and shall be delivered by the Offeror to the Offeree  at                |
| its      address registered with the Company with a copy to the  Chairman |
| of      the                                                               | Company;                                                                                   |
|                                                                      |
| (b)                                                                       | be      irrevocable and open for acceptance by the Offeree for a period of 30      days    |
|                                                                      | following the date of receipt ofthe Offer by the  Offeree;                                 |
|                                                                      |
| (c)                                                                       | if an      offer for the Offer Shares has been made by a bona fide third party to      the |
|                                                                      | Offeror, be accompanied by :                                                               |

|        |                                                                                               |
|--------|-----------------------------------------------------------------------------------------------|
| (d)    |  in all      other cases apart from those referred to in Article 34(c), stipulate      a |
|   | cash      price at which the Offeror is prepared to sell the shares. which shall      be      |
|   | payable free of set-off or other deduction against delivery of the      certificates in       |
|   | respect of the Offer Shares in negotiable form to the Offeree or      its nominee;            |
|   | and                                                                                           |
|   |
| (e)    | not be      subject to any other term or condition except that whole (and not a      part     |
|   | only)      of the Offer must be accepted.                                                     |

|        |        |                                                                                                       |
|--------|--------|-------------------------------------------------------------------------------------------------------|
| 30     | .      | In      the      event that the Offer is accepted by more than one of the Offerees, the      right of |
|   |   | first      refusal mentioned above shall be deemed to be proportionate to each      Offeree's         |
|   |   | existing shareholding in the Company. For the avoidance of doubt,      in the      event any          |
|   |
| 20     |

----

|        |        |                                                                                                           |                                               |        |
|--------|--------|-----------------------------------------------------------------------------------------------------------|-----------------------------------------------|--------|
|   |   | Offeree does not accept the Offer each Offeree which has accepted      the Offer shall be                 |
|   |   | entitled, within 20 days after being notified by the Offeree that      any Offeree has not                |
|   |   |  accepted the Offer, to accept the whole (and not any part) of the      Offer in respect of          |
|   |   |  the      Offer Shares not accepted by any Offeree at the same price and on the same      terms      |
|   |   |  as      stated in the original Offer.                                                               |                                          |   |
|   |
| 31     | .      |  If the      whole of the Offer (and not part only) is not accepted by the                           | Offeree within                                |
|   |   |  the      period referred to in Article 34(b) (as extended, if necessary, pursuant      to Article   |
|   |   |  35),      then the Offeror shall be entitled, within 30 days after such      non-acceptance, to     |
|   |   |  sell      and transfer all (but not a part only) of the Offer Shares to a bona fide      purchaser  |
|   |   |  (and,      where Article 34(c) is applicable to the bona fide third party referred to      therein) |
|   |   |  ("the      Third Party") at a price not lower and on terms and conditions not      more             |
|   |   |  favorable to that Third Party than those at which the Offeree was      entitled to purchase         |
|   |   | the      Offer Shares in terms of the Offer. Should the Offeror not sell all the      Offer               |
|   |   |  Shares      within such 30 day period, then Articles 34-35 inclusive shall apply de      novo.      |
|   |
| 32     | .      | No      transfer shall be registered unless a proper instrument of transfer shall      have been          |
|   |   |  delivered to the Company. The instrument of transfer of a share      shall be executed by           |
|   |   |  both      the transferor and the transferee, and the transferor shall be deemed to      remain      |
|   |   |  the      holder of the share until the                                                              | name      of the transferee is entered in the |
|   |   |  Register in respect thereof. All instruments of transfer, when      registered, shall be            |
|   |   |  retained by the Company.                                                                            |                                          |   |
|   |
| 33     | .      | The      Board may, in its absolute discretion and without assigning any reason      therefore,           |
|   |   |  decline to register any transfer of shares (other than fully paid      shares) to a person of       |
|   |   |  whom      it shall not approve. The Board Illay also decline to register any      transfer of       |
|   |   |  shares      on which the Company has a lien.                                                        |                                          |
|   |
| 34     | .      |  The      Board may decline to recognize any instrument of transfer if:                              |                                          |

|        |                                             |        |                                            |
|--------|---------------------------------------------|--------|--------------------------------------------|
| (a)    | such      fee to be determined by the Board |   | is not      paid to the Company in respect |
|   | thereof;                                    |   |                                       |
|   |
|   |
|   | 2                                           | t      |                                       |

----

|        |        |                                                                                                     |
|--------|--------|-----------------------------------------------------------------------------------------------------|
| (b)    |   | the      instrul11ent of transfer is not lodged with the Company at the registered      office of   |
|   |   | the      Company or is not accompanied by the certificate of the shares to which      it            |
|   |   | relates, and such other evidence as the Board may reasonably      require to show the               |
|   |   | right      of the transferor to make the transfer; and                                              |
|   |
| (c)    |   | the      instrument of transfer is in respect of more than one class of      shares.                |
|   |
| 35     | .      | If the      Board refuses to register a transfer it shall, within two months after the      date on |
|   |   | which      the transfer was lodged, send to the transferee notice of the refusal and      the       |
|   |   | inslnllnent of transfer which the Board has refused to register      shall be returned to           |
|   |   | the      transferee.                                                                                |
|   |
| 36     | .      | The      Company shall be entitled to charge a fee to be determined by the Board on      the        |
|   |   | registration of every probate, letters of administration,      certificate of death or              |
|   |   | marriage, power of attorney, or other instrument relating to or      affecting the title to         |
|   |   | any      share.                                                                                     |
|   |
|   |   | TRANSMISSION OF SHARES                                                                              |
|   |
| 37     | .      | In      case of the death of a Member the survivor or survivors where the deceased      was a       |
|   |   | joint      holder, and the executors or administrators of the deceased where he was a      sole     |
|   |   | holder, shall be the only persons recognized by the Company as      having any title to             |
|   |   | his      shares; but nothing hercin contained shall release the estate of a      deceased joint     |
|   |   | holder      from any liability in respect of allY share jointly held by him with      other         |
|   |   | persons.                                                                                            |
|   |
| 38     | .      | Any      person becoming entitled to a share in consequence of the death or      bankruptcy         |
|   |   | or      liquidation of a Member may upon such evidence being produced as may      from              |
|   |   | time      to time be required by the Board and subject as hereinafter provided      either be       |
|   |   | registered himself as holder of the share or elect to have some      person nominatcd by            |
|   |   | him      registered as the transferee thereof.                                                      |

----

|                                                                                   |        |                                                                                                 |
|-----------------------------------------------------------------------------------|--------|-------------------------------------------------------------------------------------------------|
| 39                                                                                | .      | If the      person so becoming entitled shall elect to be registered himself he      shall      |
|                                                                              |   | deliver or send to the Company a notice in writing signed by him,      stating that he so       |
|                                                                              |   | elects. If he shall elect to have his nominee registered he shall      testify his election by  |
|                                                                              |   | executing in favour of his nominee a transfer of such share. All      the limitations,          |
|                                                                              |   | restrictions and provisions of these Articles relating to the right      to transfer and the    |
|                                                                              |   | registration oftransfers of shares shall be applicable to any such      notice or transfer as   |
|                                                                              |   | aforesaid as if the death or bankruptcy or liquidation of the      Member had not               |
| occurred and the notice or transfer were a transfer executed by      such Member. |
|                                                                              |
| 40                                                                                | .      | A      person becoming entitled to a share in consequence of the death or      bankruptcy or    |
|                                                                              |   | liquidation of a Member shall be entitled to receive and may give a      discharge for          |
|                                                                              |   | any      dividends or other moneys payable in respect of the share, but he shall      not be    |
|                                                                              |   | entitled in respect of the share to receive notices of or to attend      or vote at general     |
|                                                                              |   | meetings of the Company or, save as aforesaid, to exercise in      respect of the share         |
|                                                                              |   | any of      the rights or privileges of a Member until he shall have become registered      as  |
|                                                                              |   | the      holder thereof.                                                                        |
|                                                                              |
|                                                                              |   | FORFEITURE OF SHARES                                                                            |
|                                                                              |
| 41                                                                                | .      | If a      Member fails to pay any call or installment of a call on the day appointed      for   |
|                                                                              |   | payment thereof, the Board may at any time thereafter during such      time as any part         |
|                                                                              |   | of      such call or installment remains unpaid serve a notice on him requiring      payment    |
|                                                                              |   | of so      much of the call or installment as is unpaid, together with any interest      and    |
|                                                                              |   | expenses which may have accrued.                                                                |
|                                                                              |
| 42                                                                                | .      | The      notice shall name a further day (not being less than fourteen days from      the       |
|                                                                              |   | date      of the notice) on or before which and the place where the payment required      by    |
|                                                                              |   | the      notice is to be made, and shall state that, in the event of non-payment at      or     |
|                                                                              |   | before      the time and at the place appointed, the shares in respect of which such      call  |
|                                                                              |   | was      made or installment is payable will be liable to be forfeited. The Board      may      |
|                                                                              |   | accept      the surrender of any share liable to be forfeited hereunder and, in such      case, |
|                                                                              |   | references herein to forfeiture shall include  surrender.                                       |

----

|        |        |                                                                                                    |
|--------|--------|----------------------------------------------------------------------------------------------------|
| 43     | .      | When      any share has been forfeited, notice of the forfeiture shall forthwith be      given     |
|   |   | to the      holder of the share or the person entitled to the share by reason of the      death or |
|   |   | bankruptcy or liquidation of the holder (as the case may be); but      no forfeiture shall         |
|   |   | be in      any manner invalidated by any omission or neglect to give such notice      as           |
|   |   | aforesaid.                                                                                         |

|        |        |                                                                                                |
|--------|--------|------------------------------------------------------------------------------------------------|
| 44     | .      | A      forfeited share shall be deemed to be the property of the Company      and may be       |
|   |   | sold,      re-allotted or otherwise disposed of either to the person who was,      before      |
|   |   | forfeiture, the holder thereof or entitled thereto or to      any other person npon such       |
|   |   | terms      and in such manner as the Board shall think fit, and at any time before a      sale |
|   |   | or      disposition, the forfeiture may be cancelled on snch terms as the Board      may think |
|   |   | fit.                                                                                           |

|        |        |                                                                                             |
|--------|--------|---------------------------------------------------------------------------------------------|
| 45     | .      | A      Member whose shares have been forfeited shall cease to be a Member in      respect   |
|   |   | of the      forfeited shares but shall, notwithstanding, remain liable to pay to      the   |
|   |   | Company all moneys which at the date of forfeiture were presently      payable by him       |
|   |   | to the      Company in respect of the shares with interest thereon at such rate as      the |
|   |   | Board      may determine, not exceeding ten per cent per annum, from the date      of       |
|   |   | forfeiture until payment but the Board may waive payment of such      interest either       |
|   |   | wholly      or in part.                                                                     |

|        |        |                                                                                                  |
|--------|--------|--------------------------------------------------------------------------------------------------|
| 46     | .      | A      statutory declaration in writing that the declarer is a Director or the      Secretary of |
|   |   | the      Company and that a share has been duly forfeited on a date stated in      the           |
|   |   | declaration shall be conclusive evidence of the facts therein      stated as against all         |
|   |   | persons claiming to be entitled to the share. The Company may      receive the                   |
|   |   | consideration (if any) given for the share on the sale or      disposition thereof and may       |
|   |   | execute a transfer of the share in favour of the person to whom the      same is sold or         |
|   |   | disposed of, and he shall thereupon be registered as the holder of      the share and shall      |
|   |   | not be      bound to see to the application of the purchase money (if any) nor shall      his    |
|   |   | title      to the share be affected by any irregularity or invalidity in the      proceedings in |
|   |   | reference to the forfeiture, sale or disposal of the    share.                                   |

----

|        |        |                                                                                                               |
|--------|--------|---------------------------------------------------------------------------------------------------------------|
|   |   |    INCREASE OF CAPITAL                                                                              |
|   |
| 47     | .      |      The      Company may from time to time by special resolution increase its capital      by |
|   |   |    such      sum to be divided into shares of such amounts, as the resolution      shall            |
|   |   |    prescribe.                                                                                       |
|   |
| 48     | .      | The      Company may, by the resolution increasing the capital, direct that the new      shares               |
|   |   |    or any      of them shall be offered either at par or at a premium or at a discount or      may  |
|   |   |    make      any other provisions as to the issue of the new shares. In default of any      such    |
|   |   |    direction or so far as the same shall not extend the provisions of      Article 14      shall    |
|   |   |    apply      to such shares.                                                                       |
|   |
| 49     | .      | The      new shares shall be, subject to all the provisions of these Articles with      reference             |
|   |   |    to      payment of calls, lien, transfer, transmission, forfeiture, shall be      issued as      |
|   |   |    Ordinary Shares.                                                                                 |
|   |
|   |   |    ALTERATIONS OF CAPITAL                                                                           |
|   |
| 50     | .      |  The      Company may from time to time by ordinary resolution:                                          |
|   |
| (a)    |   |    Consolidate and divide all or any of its share capital into shares      of larger amount         |
|   |   |    than      of its existing shares;                                                                |
|   |
| (b)    |   |    sub-divide its shares or any of them into shares of smaller amount      than is fIxed by         |
|   |   |    the      Memorandum (subject, nevertheless, to the provisions of section 64 (1) (d)      of      |
|   |   |    the      Act), and so that the resolution whereby any share is sub-divided      may              |
|   |   |    determine that as between the holders of the shares resulting from      such sub-division        |
|   |   |    one or      more of the shares may have any such preferred or other special rights      over,    |
|   |   |    or may      have such qualifIed or deferred rights or be subject to any such      restrictions   |
|   |   |    as      compared with the other or others as the Company has power to attach to      un          |
|   |   |                                                                                                |

----

|        |        |                                                                                                |
|--------|--------|------------------------------------------------------------------------------------------------|
| (c)    |   | cancel      any shares which at the date of the passing of the resolution have not      been   |
|   |   | taken      or agreed to be taken by any person and diminish the amount of its      share       |
|   |   | capital by the amount of the shares so cancelled; and                                          |
|   |
| (d)    |   | vary,      modify or amend any rights attached to any shares not yet issued;      and          |
|   |
|   |   | may      also by special resolution:                                                           |
|   |
| (e)    |   | reduce      its share capital or any capital redemption reserve fund or any share      premium |
|   |   | account in any manner and with and subjectto any circumstance      authorized by the           |
|   |   | Act.                                                                                           |
|   |
|   |   | GENERAL MEETINGS                                                                               |
|   |
| 51     | .      | The      Company shall in each year hold a general meeting as its Annual      General          |
|   |   | Meeting in addition to any other meetings in that year, and not      more than fifteen         |
|   |   | months      shall elapse between the date of one Annual General Meeting of    the              |
|   |   | Company and that of the next. The Annual General Meeting shall be      held at such            |
|   |   | time      and place as the Board shall appoint.                                                |
|   |
| 52     | .      | All      General Meetings other than Annual General Meetings shall be    called                |
|   |   | Extraordinary General Meetings.                                                                |
|   |
| 53     | .      | The      Board may, whenever it thinks fit, convene an Extraordinary General      Meeting,     |
|   |   | and      Extraordinary General Meetings shall also be convened on such requisition      of     |
|   |   | the      member as provided by section 134 of the Act. If      at any time there are not       |
|   |   | within      Tanzania [Territory] sufficient Directors capable of acting to form a      quorum, |
|   |   | any      two Director or any two Members may convene an Extraordinary    General               |
|   |   | Meeting in the same manner as nearly as possible as that in which      meetings may be         |
|   |   | convened by the Board. In the case of an Extraordinary General      Meeting called             |
|   |   | pursuant to a requisition, no business other that that stated in      the requisition as the   |
|   |   | subject of such meeting shall be transacted unless such meeting      shall have been           |
|   |   | called      by the Board.                                                                      |
|   |
| 26     |

----

|        |        |                                                                                                 |
|--------|--------|-------------------------------------------------------------------------------------------------|
| 54     | .      | An      Annual General Meeting and a meeting called for the passing of a      special           |
|   |   | resolution shall be called by twenty-one days' notice in writing at      the least, and a       |
|   |   | meeting other than an Annual General Meeting or a meeting for the      passing of a             |
|   |   | special resolution shall be called by fourteen      days' notice in writing at the least.       |
|   |   | The      notice shall be exclusive of the day on which it is served or deemed to      be        |
|   |   | served      and of the day for which it is given, and shall specify the place, the day      and |
|   |   | the      hour of meeting, and, in the case of special business, the general nature      of that |
|   |   | business. The notice convening an Annual General Meeting shall      specify the                 |
|   |   | meeting as such, and the notice convening a meeting to pass a      special or                   |
|   |   | extraordinary resolution shall specify the intention to propose the      resolution as a        |
|   |   | special or extraordinary resolution as the case may be. Notice of      every General            |
|   |   | Meeting shall be given in manner hereinafter mentioned to such      persons as are, in          |
|   |   | accordance with the provisions of these Articles, entitled to      receive such notices         |
|   |   | from      the Company, and also to the Auditors of the Company for the time      being:         |
|   |
|   |   | Provided that with the consent of all the Members entitled to      receive notice of some       |
|   |   | particular meeting, that meeting may be convened by such shorter      notice and in             |
|   |   | such      manner as those Members may think fit.                                                |
|   |
|   |   | In      every notice calling a meeting there shall appear with reasonable      prominence a     |
|   |   | statement that a Member entitled to attend and vote is entitled to      appoint one or          |
|   |   | more      proxies to attend and vote in his stead and that a proxy need not also be      a      |
|   |   | Member.                                                                                         |
|   |
| 55     | .      | The      accidental omission to give notice of a meeting or (in cases where      instruments    |
|   |   | of      proxy are sent out with the notice) the accidental omission to send      such           |
|   |   | instrument of proxy to, or the non-receipt of notice of a meeting      or such instrument       |
|   |   | of      proxy by, any person entitled to receive notice shall not invalidate      the           |
|   |   | proceedings at that meeting.                                                                    |

----

|        |        |                                                                                                  |
|--------|--------|--------------------------------------------------------------------------------------------------|
|   |   | PROCEEDINGS AT GENERAL MEETINGS.                                                                 |
|   |
| 56     | .      | All      business transacted at an Extraordinary General Meeting and at an      Annual           |
|   |   | General Meeting with the exception of the declaration and      sanctioning of dividends,         |
|   |   | the      consideration of the accounts and balance sheet and the reports of the      Directors   |
|   |   | and      Auditors, the election of Directors and Auditors and other officers in      place of    |
|   |   | those      retiring by rotation or otherwise, and the fixing of the remuneration of      the     |
|   |   | Auditors and the voting of remuneration to the Directors shall be      deemed special.           |
|   |
| 57     | .      | No      business shall be transacted at any General Meeting unless a quorum be      present.     |
|   |   | A      corporation being a Member shall be deemed for the purpose of this Article      to be     |
|   |   | personally present if represented by proxy or in accordance with      the provisions of          |
|   |   | section 141 of the Act.                                                                          |
|   |
| 58     | .      | If      within half an hour from the time appointed for a meeting a quorum be      not           |
|   |   | present the meeting, if convened on the requisition of Members,      shall be dissolved.         |
|   |   | In any      other case it shall stand adjourned to the same day in the next week at      the     |
|   |   | same      time and place, or to such other day and at such other time and place as      the      |
|   |   | Board      may determine, and the provisions of Article 67 shall apply. If at      such          |
|   |   | adjourned meeting a quorum as above defined be not present within      half an hour              |
|   |   | from      the time appointed for holding the meeting the Members present in person      or       |
|   |   | by      proxy shall be a quorum.                                                                 |
|   |
| 59     | .      | The      Chairman (if any) of the Board shall preside as Chainnan at every      General          |
|   |   | Meeting of the Company.                                                                          |
|   |
| 60     | .      | If      there be no such Chairman or if at any meeting the Chairman be not      present          |
|   |   | within      half an hour after the time appointed for holding the meeting, the      Members      |
|   |   | present shall choose any of the Directors present at the meeting to      act, or if one          |
|   |   | Director only be present he shan preside as Chairman if willing to      act. If      no Director |
|   |   | be      present, or if all the Directors present decline to take the chair,      the Members     |
|   |   | present shall choose one of their numbers to be  Chainnan.                                       |

----

|        |        |                                                                                                    |
|--------|--------|----------------------------------------------------------------------------------------------------|
| 61     | .      | The      Chainnan may, with the consent of any meeting at which a quorum is      present           |
|   |   | (and      shall if so directed by the meeting), adjourn the meeting from time to      time and     |
|   |   | from      place to place, but no business shall be transacted at any adjourned      meeting        |
|   |   | except      business which might lawfully have been transacted at the meeting      from            |
|   |   | which      the adjournment took place. When a meeting is adjourned for thirty days      or         |
|   |   | more,      notice of the adjourned meeting shall be given as in the case of an      original       |
|   |   | meeting. Save as aforesaid, it shall not be necessary to give any      notice of an                |
|   |   | adjournment or of the business to be transacted at an adjourned      meeting.                      |
|   |
| 62     | .      | At any      General Meeting, a resolution put to the vote of the meeting shall be      decided     |
|   |   | on a      show of hands unless (before or on the declaration of the result of the      show of     |
|   |   | hands)      a poll be demaoded by the Chairman, or by any Member. Unless a poll be      so         |
|   |   | demanded, a declaration by the Chairman that a resolution has, on a      show of hands,            |
|   |   | been      carried or carried unanimously or by a particular majority or not carried      by a      |
|   |   | particular majority or lost, and an entry to that effect in the      book of proceedings of        |
|   |   | the      Company shall be conclusive evidence of the fact without proof of the      number         |
|   |   | or      proportion of the votes recorded in favour of or against such a      resolution.           |
|   |
| 63     | .      | If any      votes shall be counted which ought not to have been counted or might      have         |
|   |   | been      rejected the error shall not vitiate the resolution unless it be pointed      out at the |
|   |   | same      meeting and not in that case unless it shall, in the opinion of the      Chainnan of     |
| "      |   | the      meeting, be of sufficient magnitude to vitiate theresolution.                             |
| 64     | .      | If a      poll be duly demanded the result of the poll shall be deemed to be the      resolution   |
|   |   | of the      meeting at which the poll was demanded.                                                |
|   |
| 65     | .      | In      case of an equality of votes at a General Meeting, whether on a show of      hands or      |
|   |   | on a      poll, the Chairman of such meeting shall be entitled to a second or      casting vote.   |
|   |
| 66     | .      | A poll      demanded on the election of a Chainnan, or on a question of      adjournment,          |
|   |   | shall      be taken forthwith. A poll demanded on any other question shall be taken      at        |
|   |   | such      time and place and in such manner as the Chairman directs.                               |
|   |
|   |
|   |   | 29                                                                                                 |

----

|        |        |                                                                                                   |
|--------|--------|---------------------------------------------------------------------------------------------------|
| 67     | .      | The      demand for a poll shall not prevent the continuance of a meeting for      the            |
|   |   | transaction of any business other than the question on which the      poll has been               |
|   |   | demanded, and it may be withdrawn at any time before the next      business is                    |
|   |   | proceeded with.                                                                                   |
|   |
|   |   | VOTES      OF MEMBERS                                                                             |
|   |
| 68     | .      | Subject to any special terms as to voting upon which any share      capital may be                |
|   |   | issued      or may for the time being be held on a show of hands every Member      who            |
|   |   | (being      an individual) is present in person or (being a government or corporation)      is    |
|   |   | present by a representative duly authorised under section 141 of      the Act shall have          |
|   |   | one      vote. On a poll every Member who is present in person or by proxy shall      have        |
|   |   | one      vote for every share of which he is the holder.                                          |
|   |
| 69     | .      | In the      case of joint holders of a share the vote of the senior who tenders a      vote,      |
|   |   | whether in person or by proxy, shall be accepted to the exclusion      of the votes of the        |
|   |   | other      joint holders, and for this purpose seniority shall be determined by the      order in |
|   |   | which      the names stand in the Register.                                                       |
|   |
| 70     | .      | No      Member shall be entitled to vote at any General Meeting unless all calls      or other    |
|   |   | sums      presently payable by him in respect of shares in the Company have been      paid.       |
|   |
| 71     | .      | No      objection shall be raised to the qualification of any voter except at the      meeting    |
|   |   | or      adjourned meeting at which the vote objected to is given or tendered, and      every      |
|   |   | vote      not disallowed at such meeting shall be valid for all purposes. Any      such           |
|   |   | objection made in due time shall be referred to the Chairman of the      meeting, whose           |
|   |   | decision shall be final and conclusive.                                                           |
|   |
| 72     | .      | On a      poll votes may be given either personally or by proxy.                                  |
|   |
| 73     | .      | The      instrument appointing a proxy shall be in writing under the hand of      the             |
|   |   | appointer or of his attorney duly authorised in writing or, if the      appointer be a            |

----

|        |        |                                                                                                    |
|--------|--------|----------------------------------------------------------------------------------------------------|
|   |   |  corporation, either under its common seal (in the case of a      corporation) or under the   |
|   |   |  hand      of an officer duly authorised or attorney so authorised.                           |
|   |
| 74     | .      |  A      proxy need not be a Member of the Company. Any Member may appoint      more           |
|   |   |  than      one proxy to attend on the same occasion.                                          |
|   |
| 75     | .      |  The      instrument appointing a proxy and the power of attorney or other authority      (if |
|   |   |  any)      under which it is signed, or a notarized certified copy of such power      or      |
|   |   |  authority, shall be deposited at the Office or such other place in      Tanzania as may be   |
|   |   |  specified in the notice convening the meeting no less than      forty-eight hours before     |
|   |   |  the      time appointed for holding the meeting or adjourned meeting at which      the       |
|   |   |  person      named in the instrument proposes to vote, or in the case of a poll      taken    |
|   |   |  subsequently to the date of a meeting or adjourned meeting, no less      than twenty-        |
|   |   |  four      hours before the time appointed for the taking of the poll and in default      the |
|   |   |  instrument of proxy shall not be treated as valid.                                           |
|   |
| 76     | .      | The      Board may, if it thinks fit, send out with the notice of any meeting,      forms of       |
|   |   | instrument of proxy for use at the meeting and such instruments of      proxy shall be in          |
|   |   | the      form following or in such other form as the Board may  decide:                            |

----

----

|                                                                                                    |        |                                                                                                                              |
|----------------------------------------------------------------------------------------------------|--------|------------------------------------------------------------------------------------------------------------------------------|
| 77                                                                                                 | .      |  A vote      given in accordance with the tenus of an instrument of proxy shall be      valid                           |
|                                                                                               |   |  notwithstanding the previous death or insanity of the principal, or      revocation of the                             |
|                                                                                               |   |  instrument of proxy or of the authority under which it was      executed, or the transfer                              |
|                                                                                               |   |  of the      share in respect of which the instrument of proxy is given, provided that      no                          |
|                                                                                               |   |  information in writing of such death, insanity, revocation or      transfer shall have been                            |
|                                                                                               |   |  received by the Company at the Office before the commencement of      the meeting                                      |
|                                                                                               |   |  adjourned meeting, or the taking of the poll, at which the      instrument of proxy                                    |
|                                                                                               |   |  used.                                                                                                                  |
|                                                                                               |
| 78                                                                                                 | .      |  The      instrument appointing a proxy shall be deemed to confer authority to      demand or                           |
|                                                                                               |   |  join      in demanding a poll.                                                                                         |
|                                                                                               |
| 79                                                                                                 | .      |  A      resolution in relation to any of the following shall require the      approval                                  |
|                                                                                               |   |  Members representing at least 74% of the share capital of the      Company:                                            |
|                                                                                               |
|                                                                                               |   | (a)      the adoption of any change to the Articles of Association of the Company,      other                                |
|                                                                                               |   |            than a      change of name of the Company (which shall be decided by the    Board); |
|                                                                                               |
|                                                                                               |   | (b)      the consolidation or amalgamation of the Company.                                                                   |
|                                                                                               |
|                                                                                               |   | DIRECTORS                                                                                                                    |
|                                                                                               |
| 80.      (a) The Board of Directors of the Company shall consist of not less than      two and not |
|                                                                                               |   |  more      than eight Directors.                                                                                        |
|                                                                                               |
|                                                                                               |   |  The      first Directors of the Company are:                                                                           |

|        |                                                                                            |
|--------|--------------------------------------------------------------------------------------------|
| (b)    | Unless      otherwise detenuined by the Company in General Meeting, the Chairman      of   |
|   | the      Board shall be appointed by the Board and his remuneration shall be fixed      by |

----

|        |        |                                                                                                    |
|--------|--------|----------------------------------------------------------------------------------------------------|
|   |   | the      Board. The Chairman of the Board shall also be the Chairman of the      General           |
|   |   | Meeting of the Company.                                                                            |
|   |
| 81     | .      | Each      Director shall have the power to 'appoint an alternate Director to act in      his       |
|   |   | place      during his absence and may at his discretion remove such alternate      Director.       |
|   |   | A      person so appointed shall be subject in all respects to the terms and      conditions       |
|   |   | existing in respect of Directors and each alternate Director, while      so acting shall           |
|   |   | exercise and discharge all functions, powers and duties as a      Director of his                  |
|   |   | appointer in such appointer's absence. An acting Director shall      ipso      facio cease      to |
|   |   | be an      alternate Director if his appointer ceases, for any reason, to be a      Director:      |
|   |   | Provided that if any Director retires by rotation or otherwise but      is re-elected at the       |
|   |   | same      meeting, any appointment made by him pursuant to this Article which was      in          |
|   |   | force      immediately before his retirement shall remain in force as though he had      not       |
|   |   | retired.                                                                                           |
|   |
| 82     | .      | All      appointments and removals of an alternate Director shall be effected      by              |
|   |   | instrument in writing delivered at the Office and signed by the      appointer. A                  |
|   |   | Director exercising the power to appoint an alternate Director      shall give prior               |
|   |   | notice      of such appointment in writing to the Secretary of the Board.                          |
|   |
| 83     | .      | Each      of the Directors, other than the Chairman of the Board, shall be entitled      to        |
|   |   | remuneration at such rate as the Company in General Meeting may      from time to                  |
|   |   | time      determine (by ordinary majority) and the Chairman shall be entitled      to              |
|   |   | remuneration at such higher rate as the Company in General Meeting      may from time              |
|   |   | to      time determine (by ordinary majority). Any Director holding office for      less than a    |
|   |   | year      shall only rank for remuneration in proportion to the period dnring which      he        |
|   |   | has      held office during such year. The Directors (including alternate      Directors) shall    |
|   |   | be      entitled to be paid their reasonable travelling, hotel and incidental      expenses of     |
|   |   | attending and returning from meetings of the Board or committees of      the Board or              |
|   |   | General Meetings or otherwise incnrred while engaged on the      business of the                   |
|   |   | Company.                                                                                           |

----

|        |        |        |                                                                                                    |
|--------|--------|--------|----------------------------------------------------------------------------------------------------|
| 84     | .      |   | Any      Director who, by request, performs special services or who otherwise      performs        |
|   |   |   | services which, in the opinion of the Board, are outside the normal      scope of the              |
|   |   |   | usual      duties of a Director, may be paid such extra remuneration by way of      salary,        |
|   |   |   | percentage of profits or otherwise as the Board may determine which      shall be                  |
|   |   |   | charged as part of the Company's ordinary working    expenses.                                     |
|   |
| 85     | .      |   | A      Director may be or become a director or other officer of or otherwise      interested in    |
|   |   |   | any      company promoted by the Company or in which the Company maybe                             |
|   |   |   | interested, and no such Director shall be accountable for any      remuneration or other           |
|   |   |   | benefits received by him as a Director or officer of or from his      interest in such other       |
|   |   |   | company. The Board may also exercise the voting power conferred by      the shares in              |
|   |   |   | any      other company held or owned by the Company in such manner in      all respects as         |
|   |   |   | it      thinks fit, including the exercise thereof in favour of any resolution      appointing the |
|   |   |   | members of the Board or any of them to be directors or officers of      such other                 |
|   |   |   | company, or voting or proViding for the payment of remuneration to      the directors or           |
|   |   |   | officers of such other company, and any Director of the Company may      vote in                   |
|   |   |   | favour      of the exercise of such voting rights in the manner aforesaid      notwithstanding     |
|   |   |   | that      he may be or be about to become a director or officer of such other      company         |
|   |   |   | and as      such, or in any other manner, is or may be interested in the exercise of      such     |
|   |   |   | voting      rights in the manner aforesaid.                                                        |
|   |
| 86     | .      | (a)    | A      Director who is in any way, whether directly or indirectly, interested in      a contract   |
|   |   |   | or      arrangement or proposed contract or arrangement with the Company shall      declare        |
|   |   |   | the      nature of his interest at the meeting of the Board at which the question      of          |
|   |   |   | entering into the contract or arrangement is first taken into      consideration, if his           |
|   |   |   | interest then exists, or in any other case at the first meeting of      the Board after he         |
|   |   |   | becomes so interested. A general notice to the Board given by a      Director to the               |
|   |   |   | effect      that he is member of a specified company or firm and is to be regarded      as         |
|   |   |   | interested in all transactions with such company or fron shall be a      sufficient                |
|   |   |   | declaration of interest under this Article, and after such general      notice it shall not be     |
|   |   |   | necessary to give any special notice relating to any subsequent      transaction with such         |
|   |   |   | company or fmn provided that either the notice is given at a      meeting of the Board or          |

----

|        |        |                                                                                                 |
|--------|--------|-------------------------------------------------------------------------------------------------|
|   |   | the      Director giving the same takes reasonable steps to secure that it is      brought up   |
|   |   | and      read at the next Board meeting after it is given,                                      |
|   |
| (b)    |   | A      Director shall not vote (nor be counted in the quorum) in respect of any      contract   |
|   |   | or      arrangement in which he is interested, and if he shall do so his vote      shall not be |
|   |   | counted but the prohibition shall not apply to any arrangement for      giving to any           |
|   |   | Director any security or indemnity in respect of money lent by him      to or obligations       |
|   |   | undertaken by him for the benefit of the Company, nor to any      arrangement for the           |
|   |   | giving      by the Company of any security to a third party in respect of a debt      or        |
|   |   | obligation of the Company which the Director has himself guaranteed      or secured,            |
|   |   | nor to      any contract by a Director to subscribe for or underwrite shares or      debentures |
|   |   | of the      Company, nor to any contract or arrangement with a corporation in which      he     |
|   |   | is      interested only by reason of being a director, officer, creditor or member      of such |
|   |   | corporation or of any shareholder of such corporation, or of a      corporation which is        |
|   |   | itself      a shareholder of that other corporation and it may at any time be      suspended or |
|   |   | relaxed to any extent, and either generally or in respect of any      particular contract, by   |
|   |   | the      Company in General Meeting,                                                            |
|   |
| (c)    |   | A      Director, notwithstanding his interest, may be counted in the qnorum      present for    |
|   |   | the      purpose of considering the appointment of himself or of any other Director      to     |
|   |   | hold      any such office or place of profit under the Company as aforesaid or      of          |
|   |   | arranging the terms of any such appointment, and he may vote on any      such                   |
|   |   | appointment or arrangement other than his own appointment or the      arrangement of            |
|   |   | the      terms thereof,                                                                         |
|   |
| (d)    |   | Any      Director may act by himself or his firm in a professional capacity for      the        |
|   |   | Company (otherwise than as Auditor), and he or his firm shall be      entitled to               |
|   |   | remuneration for professional services as ifhe were not a      Director,                        |
|   |
| 87     | .      | A      Director shall not require any share qualification,                                      |
|   |
|   |
|   |
|   |
| 36     |

----

|        |        |                                                                                                       |
|--------|--------|-------------------------------------------------------------------------------------------------------|
| 88     | .      |  Without prejudice to the last preceding Article and to the      provisions for retirement       |
|   |   |  by      rotation or otherwise hereinafter contained, the office of a Director      shall be     |
|   |   |  vacated in any ofthe events following, namely if:                                               |
|   |
| (a)    |   |  he      resigns his office by writing under his hand; or                                        |
|   |
| (b)    |   |  he be      found lunatic or become of unsound mind or a receiving order is    made              |
|   |   |  against him or he compounds with his creditors; or                                              |
|   |
| (c)    |   |  without leave, he be absent, otherwise than on the business of the      Company, from           |
|   |   |  meetings of the Board for six consecutive months, and the Board      resolves that his          |
|   |   |  office      be vacated; or                                                                      |
|   |
| (d)    |   |  he be      prohibited from being a Director by reason of any order made under      section      |
|   |   |  197 of      the Act; or                                                                         |
|   |
| (e)    |   |  without the consent of the remaining Directors he holds any office      or place of profit      |
|   |   |  under      the Company other than that of Managing Director, Manager or Trustee      of         |
|   |   |  any      deed for securing debentures of the Company; or                                        |
|   |
| (I)    |   |  he be      removed either by an extraordinary resolution, or an ordinary resolution      of the |
|   |   |  Company, twenty-eight days' notice of intention to move such      resolution having             |
|   |   |                                                                                             |
|   |
| (g)    |   |  he be      requestcd, in writing, by all the other Directors to resign.                         |
|   |
|   |   | POWERS      AND DUTIES OF DIRECTORS                                                                   |
|   |
| 89     | .      | The      business of the Company shall be managed by the Board, which may exercise      all           |
|   |   |  such      powers of the Company as are not by the Actor by these Articles required      to be   |
|   |   |  exercised by the Company in General Meeting, subject nevertheless      to the                   |
|   |   |  provisions of these Articles and of the Act and to such regulations      being not              |
|   |   |  inconsistent with such provisions as may be prescribed by the      Company in General           |

----

|                                                                                     |        |                                                                                                         |
|-------------------------------------------------------------------------------------|--------|---------------------------------------------------------------------------------------------------------|
|                                                                                |   |  Meeting, but no regulations made by tbe Company in General Meeting      shall                     |
|                                                                                |   |  invalidate any prior act of the Board which would have been valid      if such                    |
|                                                                                |   |  regulations had not been made. The general powers given by this      Article shall not            |
|                                                                                |   |  be      limited or restricted by any special authority or power given to the Board      by any    |
|                                                                                |   |  other      Article.                                                                               |
|                                                                                |
| 90                                                                                  | .      |  The      Board may from time to time and at any time by power of attorney under      the          |
|                                                                                |   |  Company's Seal appoint any company, firm or person or any      fluctuating body of                |
|                                                                                |   |  persons, whether nominated directly or indirectly by the Board, to      be the attorney or        |
|                                                                                |   |  attorneys of the Company for such purposes and with such powers,      authorities and             |
|                                                                                |   |  discretions (not exceeding those vested in or those conferred upon      the Board by this         |
|                                                                                |   |  Article) and for such period and subject to such conditions as it      may think fit, and         |
|                                                                                |   |  such      power of attorney may contain such provisions for the protection    and                 |
|                                                                                |   |  convenience of persons dealing with any such attorney as the Board      may think fit,            |
|                                                                                |   |  and      may also authorize any such attorney to sub-delegate all or any of the      powers,      |
|                                                                                |   |  authorities and discretions vested in him.                                                        |
|                                                                                |
| 91                                                                                  | .      |  The      Company may exercise the powers conferred by section 42 of the Act      with             |
|                                                                                |   |  regard      to having an Official Seal for use abroad and such powers shall be vested      in     |
|                                                                                |   |  the      Board.                                                                                   |
|                                                                                |
| 92                                                                                  | .      |  The      Company may exercise the powers conferred by sections 115 to 127 of the      Act         |
|                                                                                |   |  with      regard to the keeping of a branch Register in any part of the world and      the        |
|                                                                                |   |  Board      may (subject to the provisions of those sections) make and vary    such                |
| regulations as it may think fit in respect of the keeping ofany      such Register. |
|                                                                                |
|                                                                                |   | BORROWING POWERS                                                                                        |
|                                                                                |
| 93                                                                                  | .      |  The      Board may exercise all the powers of the Company to borrow money and      to             |
|                                                                                |   |  mortgage or charge its undertaking, property and uncalled capital      or any part thereof        |
|                                                                                |   |  and to      issue debentures and other securities whether outright or as collateral      security |
|                                                                                |   |  for      any debt, liability or obligation of the Company or of any third party;      Provided    |
|                                                                                |   |  that      the aggregated amount for the time being remaining outstanding of      moneys           |

----

|        |        |                                                                                                 |
|--------|--------|-------------------------------------------------------------------------------------------------|
|   |   | borrowed or secured by any subsidiary of the Company (exclusive of      moneys                  |
|   |   | outstanding in respect of borrowings by the Company from any such      subsidiary or            |
|   |   | by any      subsidiary from another such subsidiary or from the Company) shall not      at      |
|   |   | any      time without the previous sanction of an ordinary resolution of the      Company       |
|   |   | exceed      the aggregate of the nominal amount of the issued and paid up share      capital    |
|   |   | and      the amount of any share premium account for the time being of the      Company,        |
|   |   | but no      debt incurred or security given in respect of moneys borrowed or secured      in    |
|   |   | excess      of the limit hereby imposed shall be invalid or ineffectual except in the      case |
|   |   | of      express notice at the time the debt was incurred or the security given      that the    |
|   |   | limit      hereby imposed had been or was thereby exceeded,                                     |
|   |
| 94     | .      | All      cheques, promissory notes, drafts, bills of exchange and other negotiable      and     |
|   |   | transferable instrwnents and all receipts for moneys paid to the      Company shall be          |
|   |   | signed, drawn, accepted, endorsed or otherwise executed, as the      case may be, in            |
|   |   | such      manner as the Board shall from time to time by resolution    determine.               |
|   |
|   |   | MINUTES                                                                                         |
|   |
| 95     | .      | The      Board shall cause minutes to be made in books provided for the purpose      of:        |

| (a)      | all      appointments of officers made by the Board;                                                            |
|-------------------------|----------------------------------------------------------------------------------------------------------------------|
| (b)      | the      names of the Directors present at each Board or Committee meeting;                                     |
| (c)      | all      resolutions and proceedings at all meetings ofthe Company and of the Board      and ofthe Committees,  |

|                                                                                                                                                                                                                                                                                                                                           |
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| The      minutes referred to in this Article shall be approved by the Board and      shall be                                                                                                                                                                                                                                             |
| signed      by the Chairman of the Board and the Secretary at the next Board      meeting.                                                                                                                                                                                                                                                |
| The      minutes shall be in English and shall be kept and filed by the      Secretary.                                                                                                                                                                                                                                                   |
|                                                                                                                                                                                                                                                                                                                                      |
|                                                                                                                                                                                                                                                                                                                                      |
|                                                                                                                                                                                                                                                                                                                                      |
|                                                                                                            39 |

----

|                                                                                          |        |                                                                                                   |
|------------------------------------------------------------------------------------------|--------|---------------------------------------------------------------------------------------------------|
| 96                                                                                       | .      | MANAGING DIRECTOR                                                                                 |
|                                                                                     |
|                                                                                     |   | The      Board may from time to time appoint one or more of its board to the office      of       |
|                                                                                     |   | Managing Director and three Assistant Managing Directors for such      period and                 |
|                                                                                     |   | upon      such terms as it thinks fit and, subject to the provisions of any      agreement        |
|                                                                                     |   | entered into in any particular case, may revoke such appoinbnent. A      Director so              |
|                                                                                     |   | appointed shall not, while holding such office, be subject to      retirement by rotation         |
|                                                                                     |   | or      taken into account in determining the rotation or retirement of Directors,      but his   |
|                                                                                     |   | appointment shall (without prejudice to any claim he may have for      damages for                |
|                                                                                     |   | breach      of any contract of service between him and the Company) ipso    facto                 |
|                                                                                     |   | determine ifhe ceases from any cause to be a Director.                                            |
|                                                                                     |
| 97                                                                                       | .      | A      Managing Director and Assistant Managing Director shall receive    such                    |
|                                                                                     |   | remuneration (whether by way of salary, commission or participation      in profits, or           |
|                                                                                     |   | otherwise) as the Board may determine, and either in addition to or      in lieu of his           |
|                                                                                     |   |                                                                                              |
|                                                                                     |
| 98                                                                                       | .      | The      Board may entrust to and confer upon a Managing Director or      Assistant               |
|                                                                                     |   | Managing Director any of the powers exercisable by it upon such      terms and                    |
|                                                                                     |   | conditions and with such restrictions as it thinks fit, and either      collaterally with or to   |
|                                                                                     |   | the      exclusion of its own powers, and may from time to time (subject to the      terms of     |
|                                                                                     |   | any      agreement entered into in any particular case) revoke, withdraw, alter or      vary all  |
|                                                                                     |   | or any      of such powers.                                                                       |
|                                                                                     |
|                                                                                     |   | SECRETARY                                                                                         |
|                                                                                     |
| 99                                                                                       | .      | The      Secretary shall be appointed by the Board for such term, at such      remuneration       |
|                                                                                     |   | and      upon such conditions as it may think fit, and any Secretary so appointed      may be     |
|                                                                                     |   | removed by the Board.                                                                             |
|                                                                                     |
| 100                                                                                      | .      | A      provision of the Actor of these Articles requiring or authorizing a thing      to be done  |
|                                                                                     |   | by or      to a Director and the Secretary shall not be satisfied by its being done      by or to |
| the      same person acting both as Director and as, or in place of, the      Secretary. |
|                                                                                     |
| 40                                                                                       |

----

|        |        |                                                                                                           |
|--------|--------|-----------------------------------------------------------------------------------------------------------|
|   |   |  PENSIONS AND ALLOWANCES                                                                             |
|   |
| 101    | .      |  The      Board may grant retiring pensions or annuities or other allowances,      including         |
|   |   |  allowances on death, to any person or to the widow or dependants of      any person in              |
|   |   |  respect of services rendered by him to the Company as Managing      Director,                       |
|   |   |  Assistant Managing Director, or in any other executive office or      employment under              |
|   |   |  the      Company or indirectly as an executive officer or employee of any      subsidiary           |
|   |   |  company of the Company or of its holding company (if any),      notwithstanding that                |
|   |   |  he may      be or may have been a Director of the Company and may make    payments                  |
|   |   |  towards insurances or trusts for such purposes in respect of any      such person and               |
|   |   |  may      include rights in respect of such pensions, annuities and allowances in      the           |
|   |   |  terms      ofengagement of any such person.                                                         |
|   |
|   |   | THE      SEAL                                                                                             |
|   |
| 102    | .      |  The      Board shall provide for the safe custody of the Seal, which shall not be      affixed      |
|   |   |  to any      instrument except in the presence of at least two Directors or at least      one        |
|   |   |  Director and the Secretary and such Directors or Director and      Secretary shall sign             |
|   |   |  every      instrument to which the Seal is so affixed in their presence. All forms      of          |
|   |   |  certificate for shares, stock or debentures or representing any      other form of security         |
|   |   |  (other      than letters of allotment, scrip certificates and other like documents)      shall be   |
|   |   |    issued      under the Seal and bear the autographic signatures of one or more      Directors |
|   |   |  and      the Secretary: Provided that the Directors may resolve that some method      of            |
|   |   |  mechanical signature which is controlled by the Auditors, Transfer      Auditors or                 |
|   |   |  Bankers of the Company be adopted, in which case any such      certificate may bear                 |
|   |   |    the      mechanical ins-d of the autographic signature of a Director.                        |
|   |
|   |   | AUTHENTICATION OF DOCUMENTS                                                                               |
|   |
| 103    | .      |    Any      Director or the Secretary or any person appointed by the Board for the      purpose |
|   |   |    shall      have power to authenticate any documents affecting the Company (except      the   |
|   |   |    Memorandum and Articles of Association which must be authenticated      by the               |
|   |   |    Registrar of Companies) and any resolutions passed by the Board,      and any books,         |
|   |
| 4\     |

----

|        |        |                                                                                                        |
|--------|--------|--------------------------------------------------------------------------------------------------------|
|   |   | records, documents and accounts relating to the business of the      Company and to                    |
|   |   | certify copies thereof or extracts there from as true copies or      extracts and where any            |
|   |   | books,      records, documents or accounts are elsewhere than at the Office, the      local            |
|   |   | manager or other officer of the Company having the custody thereof      shall be                       |
|   |   | deemed      to be a person appointed by the Board as aforesaid.                                        |
|   |
| 104    | .      | The      Company in General Meeting may from time to time increase or reduce      the                  |
|   |   | number      of Directors.                                                                              |
|   |
| 105    | .      | Without prejudice to the power of the Company in General Meeting in      pursuance of                  |
|   |   | any of      the provisions of these Articles to appoint any person to be a Director,      the          |
|   |   | Board      shall have power at any time and from time to time to appoint any person      to            |
|   |   | be a      Director, eWIer to fill a casual vacancy or as an addition to the existing      Board,       |
|   |   | but so      that the total number of Directors shall not at any time exceed the      maximum           |
|   |   | number      fixed by or in accordance with these Articles. Any Director so      appointed              |
|   |   | shall      hold office only until the next following Annual General Meeting and      shall             |
|   |   | then      be eligible for re-election.                                                                 |
|   |
| 106    | .      | The      Company may by special resolution, or hy ordinary resolution of which      twenty-            |
|   |   | eight      days' notice has been given in accordance with Article 53 remove any      Director          |
|   |   | before      the expiration of his period of office (but so that such removal shall      be             |
|   |   | without prejudice to any claim such Director may have for breach of      any contract of               |
|   |   | service between him and the Company) and may by an ordinary      resolution appoint                    |
|   |   | another person in his stead. The person so appointed shall be      subject to retirement               |
|   |   | at the      time as if he had become a Director on the day on which. the Director      in              |
|   |   | whose      place he is appointed was last elected a Director.                                          |
|   |
|   |   | PROCEEDINGS      OF BOARD                                                                              |
|   |
| 107    | .      | Save      as provided for in these Articles or the Act, the Board may meet together      for           |
|   |   | the      dispatch of business, adjourn and otherwise regulate its meetings as      it thinks      fit. |
|   |   | Questions arising at any meeting shall be determined by a majority      of votes. In case              |
|   |   | of an      equality of votes the Chairman shall have a second or casting vote.      The                |
|   |
| 42     |

----

|        |        |                                                                                                |
|--------|--------|------------------------------------------------------------------------------------------------|
|   |   | chainnan and Secretary on the requisition of a Director shall at      any time summon a        |
|   |   | Board      meeting.                                                                            |
|   |
| 108    |   | Ordinary Board meetings shall he held at least two times a year.      Extraordinary            |
|   |   | Board      Meetings can be called at any time by the Chairman or any three      Directors.     |
|   |
| 109    |   | lfthe      quorum of3 Directors is not attained at the meeting, a second meeting      shall be |
|   |   | held      within four business days from the date of the first meeting. Upon      the          |
|   |   | reconvening of the meeting, the Directors present shall constitute      the required           |
|   |   | quorum      provided that the agenda at the reconvened meeting shall be the sarne as      the  |
|   |   | agenda      for the first meeting.                                                             |
|   |
| 110    |   | The      continuing Directors may act notwithstanding any vacancy but if and so      long as   |
|   |   | their      number be reduced below the minimum number fh<ed by or in accordance      with   |
|   |   | these      Articles the continuing Directors may act for the purpose of filling      up        |
|   |   | vacancies in their body or of summoning general meetings of the      Company but not           |
|   |   | for      any other purpose, and may act for either of the purposes aforesaid      whether or   |
|   |   | not      their number be reduced below the number fixed by or in accordance with      these    |
|   |   | Articles as the quorum.                                                                        |
|   |
| 111    |   | If at      any meeting the Chairman be not present within half an hour after the      time     |
|   |   | appointed for holding the same the Directors present may choose one      of their              |
|   |   | number      to be Chainnan of the meeting.                                                     |

|        |        |        |                                                                                           |
|--------|--------|--------|-------------------------------------------------------------------------------------------|
| 112    |   | (a)    | A      meeting of the Board at which a quorum is present shall be competent      to       |
|   |   |   | exercise all powers and discretions for the time being exercisable      by the            |
|   |   |   | Board.                                                                                    |
|   |
|   |   | (b)    | Provided that the requisite notices are served upon the Directors      and subject        |
|   |   |   | to tbe      consent of a majority of such Directors, the Directors may conduct      their |
|   |   |   | meeting on telephone or through video and all meetings so conducted      shall be         |
|   |   |   | deemed      to have      the same status as meetings at which the Directors have          |
|   |   |   | physically convened.                                                                      |

----

|        |                                                                                           |
|--------|-------------------------------------------------------------------------------------------|
| (c)    | The      secretary shall give each Director a written notice (by registered mail      (or |
|   | airmail if the Director resides outside Tanzania and fax) of any      Board               |
|   | meeting. The notice shall provide the agenda, the time and place of      the              |
|   | meeting. The notice shall also contain an agenda, background      information             |
|   | and      all necessary support documentation in relation to all major proposals      to   |
|   | be      made at the meeting.                                                              |
|   |
| (d)    | The      period betwecn the issue of the notice and the date of the meeting      shall    |
|   | be at      least 20 days for ordinary meetings and at least 15 days for                   |
|   | extraordinary meetings. Every Director shall receive support      documentation           |
|   | and      background information at least five business days prior to a      meeting.      |
|   |
| (e)    | The      notice requirements set out above may be waived by aunanimous                    |
|   | resolution ofthe Directors.                                                               |

|        |        |                                                                                             |                                                                                        |
|--------|--------|---------------------------------------------------------------------------------------------|----------------------------------------------------------------------------------------|
| 113    |   | No      resolution shall be passed by the Board in respect of the following      matters if |
|   |   | Directors representing members holding 25% of the issued shares in      the Company         |
|   |   | vote      against the resolution:                                                           |
|   |
|   |   |  (a)                                                                                   | any      borrowing which exceeds half of the net asset value of the                    |
|   |   |                                                                                        | Company as per the most recent audited financial statements of      the                |
|   |   |                                                                                        | Company and the creation of any lien or mortgage on the assets of      the             |
|   |   |                                                                                        | Company relating to such borrowing;                                                    |
|   |
|   |   |    (c)                                                                            | the      issue of any authorised ordinary shares or the creation of any    new         |
|   |   |                                                                                        | ordinary shares with the same rights and conditions as the existing      ordinary      |
|   |   |                                                                                        | shares, alteration of the rights attaching to any class of shares,      consolidation, |
|   |   |                                                                                        | subdivision or conversion or alteration of any of the Company's      share             |
|   |   |                                                                                        | capital, the issue of any security convertible into shares or      debentures, or      |
|   |   |                                                                                        | share      warrants or options in respect of shares or additional shares by    the     |
|   |   |                                                                                        | Company;                                                                               |
|   |
|   |
| 44     |

----

|        |                                                                                         |        |
|--------|-----------------------------------------------------------------------------------------|--------|
| (d)    | the      entering by the Company into any contract or transaction with                  | an     |
|   | affiliate (other than on arms' length terms) relating to capital      expenditure       |
|   | investments which exceed US$ 200,000;                                                   |   |
|   |
| (e)    | the      issue of any guarantee or indemnity or provision of any credit other      than |
|   | in the      ordinary course of business.                                                |   |
|   |
| (t)    | doing      or permitting to be done any act or thing resulting in the  direct           |
|   | voluntary winding up of the Company;                                                    |   |
|   |
| (g)    | any      abandonment or other significant change of the Company's main                  |
|   | activities which in either case constitute a material part of the      Company's        |
|   | business except where such abandonment or change is intended to      advance            |
|   | the      development or expansion of the Business.                                      |   |

|                                                                               |        |                                                                                                   |
|-------------------------------------------------------------------------------|--------|---------------------------------------------------------------------------------------------------|
| 114                                                                           | .      | The      Board may delegate any of its powers (other than the power conferred by      this        |
|                                                                          |   | Article) to a committee or committees, whether consisting of a      member or members             |
|                                                                          |   | of its      body or not, as it thinks fit.      Any committee so formed shall, in the exercise of |
|                                                                          |   | the      powers so delegated, conform to any regulations that may be imposed on it      by        |
|                                                                          |   | the      Board.                                                                                   |
|                                                                          |
| 115                                                                           | .      | The      meeting and proceedings of any committee consisting of two or more      members          |
|                                                                          |   | shall      be governed by the provisions herein contained for regulating the meetings      and    |
|                                                                          |   | proceedings of the Board so far as the same are applicable and are      not superseded            |
|                                                                          |   | by any      regulations imposed by the Board under the last preceding    Article.                 |
|                                                                          |
| 116                                                                           | .      | A      resolution in writing signed by the majority of Directors entitled to      receive notice  |
|                                                                          |   | of a      meeting of the Board or passed by the majority of members of a committee      or        |
|                                                                          |   | by      teleconferencing by phone by a number thereof constituting a quorum, shall      be        |
|                                                                          |   | as      valid and effectual as a resolution passed at a meeting of the Board or,      as the case |
|                                                                          |   | may      be, of such committee duly called and constituted. Any such written      resolution      |
|                                                                          |   | may be      contained in one document or in several documents in like form each      signed       |
| by one      or more of such Directors or members of the committee  concerned. |
|                                                                          |
| 4S                                                                            |

----

|        |        |                                                                                                |
|--------|--------|------------------------------------------------------------------------------------------------|
| 117    | .      | Every      act done by any Board or committee or by any person acting as a Director      or    |
|   |   | member      of such committee, notwithstanding it be afterwards discovered that      there     |
|   |   | was      some defect in the appointment of such Board or committee or of any      person       |
|   |   | acting      as aforesaid or that they or any of them were disqualified or had      vacated     |
|   |   | office, shall be as valid as if every such Board or committee or      person had been duly     |
|   |   | appointed and was qualified and had continued in office down to the      time of               |
|   |   | performance of such act.                                                                       |
|   |
|   |   | DIVIDENDS                                                                                      |
|   |
| 118    |   | The      Company in General Meeting may from time to time declare dividends to      be         |
|   |   | paid      to the Members according to their rights and interests in the profits, but      no   |
|   |   | dividend shall be declared in excess of the amount recommended by      the Board.              |
|   |
| 119    | .      | All      dividends shall be declared and paid according to the amounts paid up on      the     |
|   |   | shares      in respect whereof the dividend is paid, but no amount paid up on a share      in  |
|   |   | advance of calls shall be treated for the purposes of this Article      as paid up on the      |
|   |   | share.      All dividends shall be apportioned and paid pro rata according to the              |
|   |   | amounts paid up on the shares during any portion or portions of the      period in respect     |
|   |   | of      which the dividend is paid; but if any share be issued on terms providing      that it |
|   |   | shall      rank for dividend as from a particular date such share shall rank for      dividend |
|   |   | accordingly.                                                                                   |
|   |
| 120    | .      | The      Board may from time to time pay to the Members such interim dividends      as         |
|   |   | appears to the Board to be justified by the position ofthe Company;      the Board may         |
|   |   | also      pay the fixed dividend payable on any preference shares of the Company      half-    |
|   |   | yearly      or otherwise on fixed dates, whenever such position, in the opinion of      the    |
|   |   | Board,      justifies that course.                                                             |
|   |
| 121    | .      | The      Board may deduct from any dividend or bonus payable to any Member all      sums       |
|   |   | of      money (if any) presently payable by him to the Company on account of      calls.       |
|   |
|   |
| 46     |

----

|                                                                                          |        |                                                                                                 |
|------------------------------------------------------------------------------------------|--------|-------------------------------------------------------------------------------------------------|
| 122                                                                                      | .      | No      dividend shall bear interest against the Company.                                       |
|                                                                                     |
| 123                                                                                      | .      | Any      dividend, interest or other sum payable in cash to the holder of shares      may be    |
|                                                                                     |   | paid      by cheque addressed to the holder at his registered address or, in the      case of   |
|                                                                                     |   | joint      holders, addressed at his registered address to the holder whose name      stands    |
|                                                                                     |   | first      on the Register in respect of the shares or by telegraphic transfer. Every      such |
|                                                                                     |   | cheque      or telegraphic transfer shall, unless the holder otherwise directs, be      made    |
|                                                                                     |   | payable to the order of the registered holder or, in the case of      joint holders, to the     |
|                                                                                     |   | order      of the holder whose name stands first on the Register in respect of      such        |
|                                                                                     |   | shares, and shall be sent at his or their risk. Anyone of two or      more joint holders        |
|                                                                                     |   | may      give effectual receipts for any dividends or other moneys payable in      respect of   |
|                                                                                     |   | the      shares held by such joint holders.                                                     |
|                                                                                     |
| 124                                                                                      | .      | Any      general meeting declaring a dividend may, upon the recommendation of      the          |
|                                                                                     |   | Board,      direct payment or satisfaction of such dividend Wholly or in part by      the       |
|                                                                                     |   | distribution of specific assets, and in particular of paid-up      shares or debentures of      |
|                                                                                     |   | any      other company, and the Board shall give effect to such direction, and      where any   |
|                                                                                     |   | difficulty arises in regards to such distribution the Board may      settle it as it thinks     |
|                                                                                     |   | expedient, and in particular may fix the value for distribution of      any such specific       |
|                                                                                     |   | assets      and may detennine that cash payments shall be made to any Members      upon         |
| the      footing of the value so fixed in order to secure equality of      distribution. |
|                                                                                     |
|                                                                                     |   | RESERVES                                                                                        |
|                                                                                     |
| 125                                                                                      | .      | The      Board may before recommending any dividend set aside out of the profits      of        |
|                                                                                     |   | the      Company such sums as it thinks proper as reserves which shall, at the      discretion  |
|                                                                                     |   | of the      Board, be applicable for any purpose to which the profits of the      Company       |
|                                                                                     |   | may be      properly applied and pending snch application may, at the like      discretion,     |
|                                                                                     |   | either      be employed in the business of the Company or be invested in  such                  |
|                                                                                     |   | investments (other than shares of the Company or its holding      company, if any) as           |
|                                                                                     |   | the      Board may from time to time think fit. The Board may also without placing      the     |
|                                                                                     |   | same      to reserve carry forward any profits that it may think prudent not to      divide.    |
|                                                                                     |
|                                                                                     |
| 47                                                                                       |

----

|        |        |                                                                                            |
|--------|--------|--------------------------------------------------------------------------------------------|
| 126    | .      | The      Board shall transfer to share premium account sums equal to the amount      or    |
|   |   | value      of any premiums at which shares of the Company may be issued, and      the      |
|   |   | provisions of these Articles relating to reserves shall be      applicable to the sums for |
|   |   | the      time being standing to the credit ofshare premium  account.                       |

|        |        |                                                                                                   |                                |
|--------|--------|---------------------------------------------------------------------------------------------------|--------------------------------|
|   |   | CAPlTALISATION OF PROFITS                                                                         |                           |
|   |
| 127    | .      | The      Company in General Meeting may upon the recommendation of the Board,      at             |
|   |   | any      time and from time to time, pass a resolution to the effect that it is      desirable to |
|   |   | capitalise any part of the amounts for the time being standing to      the credit of any of       |
|   |   | the      Company's reserves or to the credit of the profit and loss account or      otherwise     |
|   |   | available for distribution and not required for the payment of the      fixed dividends on        |
|   |   | any      preference shares of the Company and accordingly                                         | that      such sum be set free |
|   |   | for      distribution among the Members or any class of Members who would be      entitled        |
|   |   | to      such profits if distributed by way of dividend and in the same      proportions, on the   |
|   |   | footing that the same be not paid in cash but be applied either in      or towards paying         |
|   |   | up the      amounts for the time being unpaid on any shares in the Company held      by           |
|   |   | such      Members respectively or in payment up in full of unissued shares,      debentures       |
|   |   | or      other obligations of the Company, to be allotted and distributed credited      as fully   |
|   |   | paid      up among such Members or partly in one way and partly in the other, and      the        |
|   |   | Board      shall give effect to such resolution. Provided that a share premium      account       |
|   |   | and a      capital redemption reserve may, for the purposes of this Article, only      be         |
|   |   | applied in the paying up of unissued shares to be issued to Members      of the                   |
|   |   | Company as fully paid bonus shares.                                                               |                           |

|        |        |                                                                                                  |
|--------|--------|--------------------------------------------------------------------------------------------------|
| 128    | .      | Where      any difficulty arises in regard to any distribution under the last      preceding     |
|   |   | Article the Board may settle the same as it thinks expedient and in      particular may          |
|   |   | issue      fractional certificates or may ignore fractions altogether, and may      determine    |
|   |   | that      cash payments shall be made to any Members in order to adjust the rights      of all   |
|   |   | parties, as may seem expedient to the Board. The Board may appoint      any person to            |
|   |   | sign      on behalf of the persons entitled to participate in the distribution any      contract |
|   |   | requisite or convenient for giving effect thereto and such      appointment shall be             |
|   |   | effective and binding upon the Members.                                                          |
|   |
| 48     |

----

| (a)      | the      sums of money received and expended by the Company and the mailers in      respect of which such receipt and expenditure take place; and  |
|-------------------------|---------------------------------------------------------------------------------------------------------------------------------------------------------|
| (b)      | all      sales and purchases of goods by the Company; and                                                                                          |
| (c)      | the      assets and liabilities of the Company.                                                                                                    |

| 130.      | The      books of account shall be kept at the Office or at such other place or      places as the Board may think fit and shall always be open to the      inspection of the Directors.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|--------------------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                     | Members (other than a Director) shall have any right of inspecting      any account or book or document of the Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 131.      | The      Board shall from time to time, in accordance with section 151 of the Act,      cause to be prepared and to be laid before the Company in General Meeting      such profit and loss accounts, balance sheets, and reports as are referred      to in that section.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 132.      | A copy      of every balance sheet and profit and loss account (including every      document required by law to be annexed thereto) which is to be laid before      the Company in General Meeting and of the Directors' and Auditors' reports      shall, not less than twenty-one days before the date of the meeting, be      sent to every Member and to every holder of debentures of the Company and      copies of each of these documents shall at the same time be forwarded to      all persons entitled to receive notices of General Meetings of the      Company: Provided that this Article shall not require a copy of those      documents to be sent to any person of whose address the Company is not      aware or to more than one of the joint holders of any shares or      debentures,  |
|                     | 49                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |

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|        |        |                                                                                                     |
|--------|--------|-----------------------------------------------------------------------------------------------------|
|   |   | AUDIT                                                                                               |
|   |
| 135    | .      | Auditors shall be appointed and their duties regulated in      accordance with sections             |
|   |   |  170 to      179 of the Act.                                                                   |
|   |
|   |   | NOTICES                                                                                             |
|   |
| 136    | .      | Any      notice or other document may be served by the Company on any    Member                     |
|   |   | either      personally or by sending it through the post in a prepaid letter or by      telex or    |
|   |   | telecopier addressed to such Member at his registered address as      appearing the                 |
|   |   | Company's Register or in any Branch Register. In the case of joint      holders of a                |
|   |   | share,      all notices shall be given to that one of the joint holders whose name      stands      |
|   |   | first      in the Register or Branch Register, and notice so given shall be      sufficient notice  |
|   |   | to all      the joint holders.                                                                      |
|   |
| 137    | .      | Any      Member who is not registered in a Branch Register and who is described in      the         |
|   |   | Company's Register by an address not within Tanzania who shall,      from time to                   |
|   |   |  time,      give to the Company an address within Tanzania at which notices may      be        |
|   |   | served      upon him and shall be entitled to have notices served upon him at      such             |
|   |   |  address, but save as aforesaid no Member other than a Member      described in the            |
|   |   |  Register by an address within Tanzania or registered in a Branch      Register shall be       |
|   |   |  entitled to receive any notice from the Company: Provided that any      notice which is       |
|   |   |  sent      by post to a Member registered in a Branch Register shall not be deemed      to     |
|   |   |  have      been duly served in pursuance of this Article unless it shall have been      posted |
|   |   |  in the      country in which such Branch Register is established.                             |
|   |
| 138    | .      | Any      notice or other document, if served by post, telex or telecopier shall be      deemed      |
|   |   |  to      have been served at the time when the same was put into the post office,      or      |
|   |   |  transmitted by telex or telecopier and in proving such service      shall be sufficient to    |
|   |   |  prove      that the notice or document was properly addressed, stamped and put into      the  |
|   |   |  post      office or if by telex or telecopier was actually  transmitted.                      |

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|        |        |        |                                                                                                     |
|--------|--------|--------|-----------------------------------------------------------------------------------------------------|
|   | 139    | .      |  Any      notice or other document delivered or sent by post to or left at the      registered |
|   |   |   |  address of any Member in pursuance of these presents shall,      notwithstanding that         |
|   |   |   |  such      member be then dead or bankrupt, and whether or not the Company has      notice     |
|   |   |   |  of his      death or bankruptcy, be dcemed to have been duly served in respect of      any    |
|   |   |   |  share      registered in the namc of such Member as sole or joint holder unless his      name |
|   |   |   |  shall      at the time of the service of the notice or document, have been removed      from  |
|   |   |   |  the      Company's Register or Branch Register as the holder of the share, and      such      |
|   |   |   |  service shall for all purposes be deemed a sufficient service of      such notice or          |
|   |   |   |  document on all persons interested (whether jointly with or as      claiming tbrough or       |
|   |   |   |  under      him) in the share.                                                                 |
|   |
|   | 140    | .      |  Save      as hereinbefore provided, notice ofevery General Meeting shall be given      to     |
|   |   |   |  every      Member of tbe Company and to every Director.                                       |
|   |
|   |   |   | WINDlNG-UP                                                                                          |
|   |
|   | 141    | .      |  With      the sanction of an extraordinary resolution of Members, any part of the      assets |
|   |   |   |  of the      Company, including any shares in or securities of other companies, may      be    |
|   |   |   |  divided among the Members of the Company in specie or may be vested      in trustees          |
|   |   |   |  for      the benefit of such Members, and in liquidation of the Company may be      closed    |
|   |   |   |  and      the Company dissolved, but, so that no Member shall be compelled to      accept      |
|   |   |   |  any      shares whereon there is any liability.                                               |
|   |   |   |                                                                                                |
|   |   |   |  INDEMNITY                                                                                     |
|   |
|   | 142    | .      | Subject to the requirements of section 214 of the Act every      Director, Managing                 |
|   |   |   | Director, Manager, Officer of the Company shall be indemnified out      of the funds of             |
|   |   |   | the      Company against all losses or liabilities incurred by him as such      Director,           |
|   |   |   | Managing Director, Manager, Officer or [Auditor] in or ahout the      execution of his              |
|   |   |   | duties      and no Director or other officer shall be liable for any loss which may      be         |
|   |   |   | incnrred by the Company in execntion or in which he is acquitted or      in connection              |

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| 143.      | with      any application under section 481 of the Act which relief is granted to      him by the court.  |
|--------------------------|----------------------------------------------------------------------------------------------------------------|

|                                       |                                                                                                                                                                                |
|---------------------------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| Name,      Address and description of | Number      of                                                                                                                                                                 |
| Subscribers                           | Sbares      taken                                                                                                                                                              |
|                                  | byeacb                                                                                                                                                                         |
|                                  | Subscriber                                                                                                                                                                     |
| Abmed      Abubakar Magoma            |                                                                                                                                                                           |
| 8th      Floor,      suite 805        |                                                                                                                                                                           |
| Samora      Avenue                    |                                                                                                                                                                           |
| P.O.      Box 80079                   |                                                                                                                                                                           |
| Dar es      Salaam                    |                               |
|                                  |
|                                  |
| Henry      Sato Massaba               |                                                                                                                                                                           |
| Plot      No. B 46/ 412               |                                                                                                                                                                           |
| Kijitonyama                           |                                                                                                                                                                           |
| P.O.      Box 7566                    |                                                                                                                                                                           |
| Dar es      Salaam                    |                                                                                                                                                                           |

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