TEJOORI LIMITED

SUBSCRIPTION INFORMATION

TEJOORI LIMITED

SUBSCRIPTION INFORMATION

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CONTENTS PAGE

PART 1 - INFORMATION ABOUT THE COMPANY 4

PART 2 - SUBSCRIPTION AGREEMENT EXECUTION PROVISIONS 11

PART 3 - COMPLIANCE DOCUMENTATION 13

PART 4 - TERMS AND CONDITIONS OF THE SUBSCRIPTION 14

PART 5 - FURTHER INFORMATION ABOUT THE COMPANY 19

PART 6 - SALES RESTRICTIONS EXEMPTIONS 22

PART 7 - NOTES AND RISK WARNINGS 23

You should:

• Carefully read the whole of this Subscription Booklet and your particular attention is drawn to the Risk Warnings set out in Part 7 of this Agreement.

• If you are in any doubt about the action you should take you are advised to consult your fi nancial adviser.

• If you wish to proceed with an investment in the Company you should complete the relevant execution provisions set out in Part 2 of this Agreement and provide the necessary compliance documentation set out in Part 3 of this Agreement.

IF YOU HAVE ANY QUERIES RELATING TO THE COMPLETION OF THIS BOOKLET AND THE RELATED DOCU-MENTATION PLEASE CONTACT RICHARD FOSSETT ON +973 17223 113 OR IF YOU WISH TO SPEAK TO AN ARABIC SPEAKER CONTACT NAEEL ABU DAGGA on +971 4 345 5018.

TABLE OF CONTENTS

PART 1

INFORMATION ABOUT THE COMPANY

1. THE COMPANY TEJOORI Limited (the «Company») is a new

closed ended investment company. The Com-pany has initially been incorporated in the British Virgin Islands, however, in order to provide inves-tors with a higher level of regulatory oversight it is the intention of the board of directors of the Company (the «Board») to apply to migrate the location of the Company to Guernsey in advance of its admission to trading on the AIM market of the London Stock Exchange plc. («Admission»). The Company has been established to invest in ventures worldwide in accordance with the prin-ciples of Sharia. Its share capital is denominated in US dollars and will consist of a single class of ordinary shares (the «Shares»). The investment of the assets of the Company will be overseen by TEJOORI Investment Advisors Limited (the «In-vestment Adviser»).

It is intended that an application will be made for Admission to take place on or around 30 Novem-ber 2005.

2. INVESTMENT OBJECTIVE AND POLICY The Company‘s investment objective is to achieve

long term capital growth through investment in Sharia compliant ventures worldwide. The pros-pect of achieving dividend income will, however, be an equally important consideration in making investments.

The investment remit of the Company is wide and is not restricted by reference to any market sector or geographic location. Investments may be made in start-up ventures, more mature busi-nesses and/or those whose shares are already publicly traded. There is also no restriction on the amount that might be invested in any one particular opportunity or the percentage that any investment might represent of the investee company. Accordingly, if thought appropriate, the Company could acquire 100 per cent. of an investee business. The Company will also be fl ex-ible in terms of the way in which it makes its in-vestments.

The Company intends to develop a medium to long term portfolio, with the aim of realising in-vestments (through trade sale or fl otation) when the Board believes the realisation would be in the best interests of the Company, ideally within a three to fi ve year time frame.

The Company intends to utilise the contacts of its Shareholders and the Investment Adviser to iden-tify suitable investment opportunities and will, if

appropriate, offer Shareholders the opportunity to co-invest.

It is possible that, utilising funds being raised now, investments will be made prior to Admission. If so, full details of any such investments will be set out in the AIM admission document published by the Company at the time of Admission.

3. SHARIA COMPLIANCE AND CHARITABLE DONATIONS Prior to the making of any investment, the rele-

vant investment will be approved as being Sharia compliant by Dr. Hussain Hamid Hassan, Profes-sor of Sharia & Comparative Law at Cairo Uni-versity. Dr Hassan is President of the Fatwa and Sharia Supervision Boards in the following Islamic Banks and fi nancial institutions: Dubai Islamic Bank, Dubai, First Gulf Bank, Abu Dhabi, Sharjah Islamic Bank, Sharjah, Emirates Islamic Bank, Du-bai, Mashreqbank, Dubai, Al Salam Bank, Sudan, Liquidity Management Centre, Bahrain, Dubai Islamic Insurance Co. (Aman), Dubai, Amlak Fi-nance Co., Dubai and Tamweel Finance, Dubai.

In addition, Dr. Hassan is a member of the Fatwa and Sharia Supervision Board of the Islamic De-velopment Bank, Jeddah, Vice President of the Islamic International Rating Agency, a member of the Sharia Standards Committee of the Account-ing and Auditing Organization for Islamic Finan-cial Institutions and a member of the Islamic Fiqh Academy of the Muslim World League, Makkah. Dr Hassan acts as legal advisor to the President of Kazakhstan and advisor to the World Islamic League, Jeddah.

The Company will donate 2.5 per cent. of its net asset value on an annual basis to charities for dis-tribution to social causes. All Shareholders will be given the opportunity on an annual basis to vote on a majority basis for up to a maximum of ten individual charities which will receive 50 per cent. of this amount,. The remaining 50 per cent. will be placed with the TEJOORI Foundation which will be established as a UK registered charity, for the promotion of multi-cultural understanding and building bridges between cultures and coun-tries through educational initiatives.

4. DIRECTORS The Company will initially have eight Directors.

The Directors have been chosen for their invest-ment and commercial experience and are listed below:

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Sheikh Fawaz Bashraheel, (Chairman) aged 43. Sheikh Fawaz is a Saudi national and is currently the managing director of Bashraheel Group, a sig-nifi cant company, based in Saudi Arabia, whose assets include prime real estate in the holy cities of Makkah and Medinah as well as the Bashra-heel Hospital. Sheikh Fawaz is the Chairman of a number of companies including Smart Way TV Channel, Al-Nawasi Factory for Tyres Refi tting and Rubber Recycling, Sanaber Factory for Light-ers, Al Hawafi r Establishment for Commerce and Industry and the Arab Iron and Copper Fusing Factory. Sheikh Fawaz is the founder and presi-dent of Makkah Horse Club and an honorary member of Al-Ahli Club in Saudi Arabia.

Lawrence Elms, aged 48. Lawrence has exten-sive experience in developing global projects for a number of Governments in South East Asia and the Middle East. Lawrence was previously em-ployed by the Dubai Government on a number of large scale developments such as the Dubai International Financial Centre and the 65 million square metre Business Bay.

Prior to moving to Dubai, Lawrence held the po-sition of Executive Vice President of the Hung Kuo Group in Taiwan and was responsible for the groups commercial development in Asia in-cluding projects such as the Taipai International Financial Centre. Lawrence is also non-executive chairman of the Investment Adviser.

Richard Fossett, aged 47. Richard is the Chief Operating Offi cer of CCH International PLC, a specialist trade fi nance company, which is listed on the AIM market of the London Stock Exchange plc. and which is the ultimate parent company of the Investment Adviser. Richard is also the Man-aging Director of CCH Europe GmbH, Germany. Richard has 23 year experience running interna-tional hotels with Starwood Hotels and Resorts, as a General Manager with Starwood in Saudi Arabia, Bahrain and Jordan. Most recently he was responsible for the opening of the Sheraton Hotel in Amman, Jordan.

Ahmed Abbas, aged 39. Ahmed has over 15 years of treasury and capital markets experience and is currently the Chief Executive Offi cer of the Liquid-ity Management Centre (LMC), Bahrain. LMC is a fi nance house which is active in the primary mar-ket issuance of a variety of Islamic bonds (Sukuk) as well as in the development of repackaged Is-lamic compliant short-term investment products. Ahmed was previously Head of Proprietary In-vestments at the Arab Banking Corporation.

Khamis Buharoon, aged 41. Mr. Buharoon has 18 years experience within the fi eld of banking. He was previously acting CEO of Abu Dhabi Islamic Bank. Mr. Buharoon has a wealth of experience within the United Arab Emirates banking sector having worked for National Bank of Abu Dhabi (NBAD) as head of domestic banking, where he was responsible for proactively developing the bank‘s portfolio in terms of market exposure and presence successfully increasing the NBAD branches by 30 per cent. While Mr. Buharoon was at the NBAD he also undertook the posi-tions of Chairman of Abu Dhabi Leasing Com-pany and Deputy Chairman of Abu Dhabi Finan-cial Services, which are subsidiaries of the Bank. Mr. Buharoon is a valued member of the Board for Visa credit cards for Central Europe, Middle East and Africa (CEMEA). Additionally, he has 11 years experience in the UAE Central Bank where he was Assistant Manager for Internal Audit. Mr. Buharoon has a degree in Accounting and Busi-ness Administration.

Steffen Schubert, aged 47. Mr. Schubert has 20 years experience within the fi nancial industry. Currently, Mr. Schubert is the Chief Executive Offi cer of the new Dubai International Financial Exchange (DIFX) which is located in the Dubai International Financial Centre, where he created the Exchange from its initiation stage to comple-tion. During Mr. Schubert‘s tenure as Chief Ex-ecutive Offi cer at EASDAQ, he developed a set of new products and services for the exchange, which increased its market appeal and has had far reaching effects on the future of the exchange. Mr. Schubert headed the development of a new and sizeable fully electronic trading system, and an information system for exchange prices, news and interactive communication based on the lat-est IP technology. Mr. Schubert played a crucial part in the eventual sale of the EASDAQ ex-change to NASDAQ. Mr. Schubert has previously held the position of Managing Director of the Bavarian Stock Exchange and was co-founder of Bourse Consult. In addition, Mr. Schubert worked with ATS in Oxford which has patented a solution for a virtual exchange trading engine, VIRTEX. Mr. Schubert has specialised in translating tech-nological developments into successful business concepts. Mr. Schubert has also participated in the development of linked exchanges and while at OM and at Siemens was part of the team that developed and implemented the electronic purse via smart card technology in Germany. Mr. Schu-bert holds a degree in Business Administration.

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Patrick Kennedy, aged 51. Patrick will have prin-cipal responsibility for overseeing the fi nance function of the Company. Patrick is the Manag-ing Partner of PK Partners, a UK based fi rm of Chartered Accountants and Business Advisors. Over the last 10 years, he has been involved with assisting start-up and developing companies (UK and International) with their fi nancial manage-ment and strategic development needs. Patrick is also a director of CCH International PLC which is the ultimate parent company of the Investment Adviser.

With Bachelor‘s and Master‘s degrees in Eco-nomics, Patrick qualifi ed as a Chartered Account-ant at the Institute of Chartered Accountants in England and Wales in 1984. He was admitted as a Fellow of the Institute in 1994.

Pius Sidler, aged 44. Pius is the founder of and a partner in the Swiss based communication spe-cialist McKinivan Moos whose clients include Credit Suisse, Swisscom, Swiss Life, Swiss Re, UBS and Zurich Financial Services. Pius is active in areas such as strategic marketing in commod-ity trading, corporate communications and inves-tor relations in the fi nancial services, information technology and telecommunication industries, in place making and real estate marketing, and brand, product and guest experiences for major brands. Pius is a regular contributor to profes-sional publications and is a member of a number of professional organisations including the Urban Land Institute (Washington) where he is a mem-ber of the European Retail and Leisure Council.

Concurrently with the Company‘s proposed mi-gration to Guernsey the Board may appoint one or more further directors including an additional Guernsey resident director, a requirement of Guernsey law. This additional Guernsey based di-rector is likely to be a representative of the Com-pany‘s administrator, Investec Trust (Guernsey) Limited (the «Administrator»).

The Board will meet regularly to oversee the ac-tivities of the Administrator and to review the performance of the Investment Adviser. In par-ticular, the Board will retain overall control of the investment policy of the Company and all invest-ments to be made by the Company will require the prior approval of the Board and its Sharia ad-viser to proceed.

As noted above both Richard Fossett, Patrick Kennedy and Lawrence Elms are interested in the Investment Adviser and consequently should not

be considered as independent of the Investment Adviser.

5. INVESTMENT ADVISER The Directors will be responsible for the determi-

nation of the Company‘s investment policy. The Company will, however, enter into an exclusive investment adviser agreement with TEJOORI Investment Advisors Limited to oversee the in-vestment of the Company‘s assets on a day-to-day basis and to provide various management advisory services to the Company, subject to the overriding supervision of the Board. The acquisi-tion or disposal of any investment will require the approval of both the Investment Adviser and the Board.

The duties of the Investment Adviser under the terms of the investment adviser agreement, in line with investment guidelines established by the Board, will include the following:

• identifi cation of investment opportunities;• evaluation and valuation of investment op-

portunities;• deal structuring and negotiations of terms of

each investment;• presenting investment opportunities to Dr

Hussain and the Board for approval;• co-ordination of lawyers and other advisers;• taking board positions in companies invested

in, monitoring such investments and suppor-ting investee companies as required; and

• seeking and realising exit strategies for invest-ments.

Investment Advisory Team To successfully perform these duties, as well as

complementing the skills of the Board, the In-vestment Adviser has assembled a dedicated management team with relevant experience in investment, fi nance and mergers and acquisi-tions:

Lawrence Elms, Chairman Lawrence‘s biography is set out above.

Eren Nil, Chief Executive and Chief Investment Offi cer

Eren is based in Istanbul and is an investment banker and telecommunications specialist. Erin holds an MBA qualifi cation from INSEAD and was formerly with Chase Manhattan Bank in their Istanbul, New York and Moscow offi ces covering telecommunications in the CIS. Eren is the local agent for ICIEC, the insurance subsidiary of Islamic Development Bank, Jeddah, and is a

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founding shareholder in each of the Islamic Bank of Britain, The European Islamic Investment Bank and Turkven, a Turkish investment fund whose shareholders include the World Bank through its subsidiary IFC. In addition, Eren is the major-ity shareholder in CCH International PLC and its Managing Director.

Jason Peers, Investment Director Mr. Peers graduated from London University with

an honours degree in history in 1983 and joined Lloyds Bank International where he spent ten years in various postings in the UK, Latin Amer-ica, Australasia and the Middle East. In 1992 he joined Saudi International Bank, a Saudi govern-ment controlled consortium bank managed by JP Morgan, as Head of Corporate Banking. In 1996, Mr. Peers joined Barclays where, as Managing Director responsible for investment banking in the Middle East, North Africa, the Levant, Turkey and Central Asia, he helped establish the bank as an acknowledged leader in structured trade and export fi nance, aircraft fi nance, project fi -nance and syndicated lending. During this time, Barclays became a dominant player in the Mid-dle East oil, petrochemical, power and telecom sectors. Whilst with Barclays, Mr. Peers was also responsible for the bank‘s large fi nancial institu-tions business in the Middle East which he took from a commercial banking business to a fl our-ishing investment banking franchise.

Mr. Peers founded Jasper Capital in late 2001. With offi ces in London and Dubai, Jasper Capi-tal is active in the provision of corporate fi nance and consulting services with a major focus on the Middle East region. He is a member of the Middle East Committee of International Financial Services, London (IFSL) and of the Saudi British Business Council. Mr Peers is also director and shareholder in a number of small to medium sized enterprises in the UK

Zia Usmani, Chief Operating Offi cer Zia is an accomplished senior executive who has

held several executive management positions in major companies, such as Acuity Brands Light-ing, ABB Inc, Cable & Wireless Inc. USA, Chicago Tribune and Rockwell Automation Services, and most recently, was the CEO of ABM Global Serv-ices. Zia possesses a diverse business background and understanding of multiple industry and cor-porate environments.

Zia currently serves as the Principal Partner to Avangarde, ABL Inc. and as the faculty board Business Leader at Mercer University. He co-

founded AGS, Avangarde Ltd., and most recent-ly, ABM Global Services. A graduate of City Uni-versity of New York, Zia holds a Master Degree in Global Business Management, as well as a Senior Executive MBA Program from MIT Sloan.

Tim Fulton, Finance Director Tim Fulton has a background in the fi nancial and

legal sectors within the hospitality and leisure industry. He worked for 15 years with Merid-ian Hotels in a number of fi nancial roles, before joining Jumeirah Hospitality and Leisure as CFO and Company Secretary. As one of the founding directors of the company he was instrumental in building the company to form one of the world’s leading hospitality providers. Tim was also re-sponsible for diversifying Jumeirah’s portfolio in real estate and retail and was also the director responsible for reviewing and implementing new ventures. Recently he was also CEO of a Jersey based asset management company.

Tim is a graduate of Bristol University and is a member of both the Association of Chartered Certifi ed Accountants and the Institute of Char-tered Secretaries and Administrators. He has eleven years experience of working within the Gulf Region.

Investment Adviser Agreement Under the terms of the Investment Adviser Agree-

ment, the Investment Adviser will be entitled to receive an aggregate annual fee, payable quar-terly in advance, at the rate of 2 per cent. per annum of the net asset value of the Company (calculated in accordance with section 9 below). The Investment Adviser is also entitled to receive a performance fee equal to 20 per cent. of the profi t (over and above the initial cost of the in-vestment) realised by the Company on a disposal of each individual investment. The Investment Adviser shall also be reimbursed for all expenses incurred on behalf of the Company.

The Investment Adviser Agreement will be for an initial term of 10 years and is thereafter termina-ble on 12 months notice given at any time there-after.

Warrants CCH Holdings will be granted, and will hold in

custody, warrants to subscribe for Shares repre-senting 15 per cent. of the issued Share capital of the Company on Admission at an exercise price of USD 1.00 per Share (the «Warrants»). The Warrants will be exercisable for a period of 10 years from the date of Admission.

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6. OTHER SERVICE PROVIDERS The following have indicated that they will act in

the following capacities:

• AIM Nominated Adviser and Broker: Investec Bank (UK) Limited.

• UK Financial Adviser: Ghaliston Limited.• Solicitors (as to English law): Lawrence Gra-

ham LLP.• Advocates (as to Guernsey law): Ozannes.• Lawyers (as to BVI law): Maples & Calder.• Administrators: Investec Trust (Guernsey) Li-

mited.• Auditors: PricewaterhouseCoopers LLP.• Registrars: Capita IRG (CI) Limited.• Bankers: HSBC.

7. INITIAL INCORPORATION AND PROPOSED MIGRATION OF THE COMPANY

For speed of establishment it has been decided to initially incorporate the Company as an exempt International Business Company in the British Virgin Islands («BVI»). In order to give inves-tors a higher degree of ongoing regulatory over-sight, however, the Board intends to apply to the Guernsey Financial Services Commission and the Guernsey Courts for consent to migrate the place of incorporation of the Company to Guernsey. If such application is successful, from the date such consent became effective, the Company would cease to be a BVI incorporated company and would thereafter be treated for all purposes as a Guernsey incorporated company. Potential inves-tors should note that there is no guarantee that any application for migration of the Company to Guernsey will be successful. In the event that any such application was unsuccessful the Company would remain domiciled in the BVI.

The material provisions of the current BVI memo-randum and articles of association of the Com-pany are summarised in Part 5 of this Agreement. As part of the process of migration it would be necessary for the Company to amend its mem-orandum and articles of association to a form which is consistent with Guernsey law and regu-latory requirements. In order to avoid the formal-ity of seeking Shareholder approval to amend the memorandum and articles of association in connection with a migration application, inves-tors who agree to subscribe for Shares will as part of the terms of subscription grant an irrevocable power of attorney to any Director of the Com-pany to sign a written shareholders resolution on their behalf approving the adoption the a new memorandum and articles of association in such form as may be deemed by the Directors in their

absolute discretion (but following consultation with the Company‘s Sharia adviser) to be nec-essary to satisfy the requirements of Guernsey law and regulation and to be appropriate for a company whose shares are to be admitted to trading on the AIM market of the London Stock Exchange plc.

8. CONFLICTS OF INTEREST The Investment Adviser may from time to time

act for other clients which have a similar or dif-ferent investment objective and policy to that of the Company. Circumstances may arise where investment opportunities will be available to the Company which are also suitable for one or more such clients of the Investment Adviser. Where a confl ict arises in respect of an investment oppor-tunity, the Investment Adviser will allocate the opportunity on a fair basis. In such event, the allocations will normally be made on a pro rata basis between the Company and such client(s) based on the amounts available for investment at the time the investment opportunity arises. However, the Investment Adviser will be enti-tled to recommend to the Board the allocation of investment opportunities on a basis otherwise than as set out above if it deems it appropriate. In those circumstances the Board will determine what level of investment the Investment Adviser may make on behalf of the Company.

9. VALUATION POLICY The net asset value and the net asset value per

Share will be calculated (and rounded to two decimal places) in USD by the Administrator (or such other person as the Board may appoint for such purpose from time to time) every quarter based on information supplied by the Investment Adviser. It will be announced through the Lon-don Stock Exchange thereafter.

The net asset value will be the value of all assets of the Company less the liabilities to creditors (in-cluding the provisions for such liabilities) of the Company determined in accordance with the valuation guidelines adopted by the Board from time to time.

Under current valuation guidelines adopted by the Board, such values will be determined as fol-lows:

• the value of any cash in hand or on deposit, bills and demand notes and accounts recei-vable, cash dividends and interest declared or accrued as aforesaid and not yet received shall be deemed to be the full amount thereof, un-

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less in any case the Board will have determi-ned that the same is unlikely to be paid or re-ceived in full, in which case the value thereof will be arrived at after making such discount as the Board may consider appropriate in such case to refl ect the true value thereof;

• the value of securities which are quoted or dealt in on any stock exchange (including any securities traded on an «over the coun-ter market») will be based on their bid prices (where a bid price is available) or otherwise at fair value based on published price quotations on such stock exchange, or if there is more than one stock exchange on which the secu-rities are traded or admitted for trading, that which is normally the principal stock exchange for such security, provided that any such se-curities which are not freely transferable, or which are not regularly traded, or which for any other reason are subject to limited mar-ketability, will be valued at a discount (the amount of such discount being determined by the Board in their absolute or in a manner so approved by the Board);

• unquoted securities will be valued at their fair value and where their fair value cannot be re-liably measured such securities will be valued at cost;

• all other assets (including prepayments) and liabilities to creditors will be valued at their respective fair values as determined in good faith by the Board and in accordance with generally accepted valuation principles and procedures; and

• any value other than in USD will be translated at any offi cially set exchange rate or approp-riate spot market rate as the Board deem ap-propriate in the circumstances having regard, inter alia, to any premium or discount which may be relevant and to costs of exchange.

If the Board consider that any of the above bases of valuation are inappropriate in any particular case or generally, they may adopt such other valuation procedure as they consider is reason-able in the circumstances provided that such other valuation or valuation procedure has been approved by the Company‘s auditors. The Board may delegate to the Investment Adviser any of their discretions under the valuation guidelines.

10. MEETINGS, REPORTS AND ACCOUNTS All general meetings of the Company will be held

in Dubai. The Company will hold an annual gen-eral meeting each year.

The annual reports and accounts of the Company will be made up to 30 June in each year with

copies expected to be sent to Shareholders within the following six months. Shareholders will also receive each year an unaudited interim report for the six months to September. These are expected to be sent to Shareholders within the following six months. The fi rst fi nancial period of the Com-pany will cover the period from incorporation to 30 June 2006.

The audited accounts of the Company will be prepared under International Financial Report-ing Standards which the Board believe is an ac-ceptable body of generally accepted accounting practice. Under International Financial Reporting Standards, the Company will prepare an Income Statement and a Statement of Changes in Equity which will disclose revenue and capital results in-cluding net investment gains.

The annual accounts of the Company will be pub-lished with all fi nancials denominated in USD.

11. DIVIDEND POLICY The Board intend to have an active dividend

policy. As and when income generated from in-vestments is suffi cient the Directors will consider the distribution of net income in the form of dividends. Dividends are expected to be paid in USD.

12. FINANCE The Company may, from time to time, use Is-

lamic complaint structured fi nance facilities for short-term liquidity purposes and, if the Board deem prudent, for longer term purposes. There is no limit on the amount that may be utilised by the Company in this manner.

13. FURTHER SHARE ISSUES Aside from the obligation to issue Second Sub-

scription Shares the Company‘s authorised share capital will be such that further issues of shares may be made. Subject to market conditions then prevailing and to all necessary consents and ap-provals being obtained, the Board may decide to make one or more further issues of Shares for cash from time to time. There are no provisions of Brit-ish Virgin Islands or Guernsey law or the current articles of association of the Company providing for pre-emption rights for existing Shareholders on the allotment of further Shares for cash. Unless authorised by Shareholders, the Company will not issue further ordinary shares at a price below the prevailing net asset value per Share unless they are fi rst offered pro rata to existing Shareholders.

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14. LIFE OF THE COMPANY Although the Company will not have a fi xed life,

the Board consider it desirable to give Sharehold-ers the periodic opportunity to review the future of the Company. At the annual general meeting of the Company to consider the Company‘s ac-counts for the fi nancial year ending June 2016 and at every second annual general meeting thereafter, the Board undertake to propose an or-dinary resolution that the Company should con-tinue as presently constituted. If that resolution is not passed, the Board will be required to formu-late proposals to be put to Shareholders to wind up, reorganise or reconstruct the Company.

15. TERMS OF SUBSCRIPTION

15.1 This Subscription Booklet is being circulated in connection with the offer for subscription of Shares of USD 0.01 in the Company (the «Sub-scription»). Further details of the terms and con-ditions of subscription are set out in Part 4 of this Agreement below (the «Terms»).

15.2 Potential investors will be given the opportunity to subscribe in USD for Shares at a price per Share of USD 1.00 (the «Initial Subscription Shares»). By so subscribing each investor will also be ir-revocably agreeing to subscribe the same USD amount for further at a price per Share of USD 3.00 (the «Second Subscription Shares») to be paid at a date to be notifi ed by the Company be-ing not later than 26 November 2005. It is a term of the Subscription that no single subscriber shall be entitled to subscribe for more than 8 per cent. of the fi nal total capital of the Company. Follow-ing the closing of the Subscription the Company will calculate the total amount committed for Ini-tial Subscription Shares and Second Subscription Shares (the «First Closing Committed Capital») and shall determine the USD amount being 8 per cent. of the First Closing Committed Capital (the «Top-up Limit»).

15.3 Investors who have opted to do so (and whose commitment is not already in excess of the Top-up Limit) will then be contacted by the Company and given the option to equalise their subscrip-tion with that of other subscribers by increasing the USD amount subscribed up to the Top-up Limit (the «Top-up Round») the increased to-tal committed capital being known as the «To-tal Committed Capital». If following the Top-up Round the Subscription is still oversubscribed, and any individual subscribers‘ commitments still represent over 8 per cent. of the Total Committed Capital, each such subscriber‘s commitment shall be scaled back in accordance with the Terms.

PLEASE NOTE THAT IF, HAVING SUBSCRIBED FOR INITIAL SUBSCRIPTION SHARES, YOU FAIL TO SUBSCRIBE FOR ALL OR ANY OF THE SECOND SUBSCRIPTION SHARES FOR WHICH YOU ARE OBLIGED TO SUBSCRIBE THEN, WITHOUT PREJUDICE TO ANY OTHER CLAIMS THE COMPANY MAY HAVE AGAINST YOU, THE COMPANY SHALL BE ENTITLED TO REDEEM ALL YOUR INITIAL SUBSCRIPTION SHARES FOR A NOMINAL AMOUNT.

16. SUBSCRIPTION AGENT The Company has engaged Kingdom Capital (the

«Subscription Agent») as subscription agent to act on behalf of the Company in connection with the Subscription. The Subscription Agent shall be entitled to receive a commission from Subscribers of 2 per cent of the money subscribed pursuant to the Subscription. As set out in Part 2 of this Agreement, Subscribers should therefore add an additional subscription commission sum of 2 per cent. to the funds transmitted to the Company. Pursuant to an agreement dated 23 September 2005 between the Company and the Subscrip-tion Agent the Company will pay subscription commissions received to the Subscription Agent.

17. ADDITIONAL INFORMATION Your attention is drawn to the additional infor-

mation contained in this Agreement and in par-ticular to the risk warnings set out in Part 7 of this Agreement. You should also carefully consider and understand the terms of the sales restriction provisions set out in Part 6 of this Agreement which will restrict your ability to dispose of Shares subscribed by you.

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PART 2

SUBSCRIPTION AGREEMENT EXECUTION PROVISIONS

1. Applicants full name,

(if a company give place of incor-poration and registered number (as applicable))

2. Address of Applicant (if a company give registered or principal offi ce)

3. Contact name for corporate applicants

4. Contact address(if different to above)

5. Telephone number

7. Email

Fax

8. The amount you wish to in-vest in Initial Subscription Shares

USD

Minimum investment - USD 51,000.

Please note that by subscribing for Initial Subscription Shares at a price of USD 1.00 per Share you will also be irrevo-cably committing on the Second Subscription Date to invest an equal monetary amount in USD as set out in this box 8 in subscribing for Second Subscription Shares at a price of USD 3.00 per Share.

When sending your funds in payment of either the Initial Subscription Shares or Second Subscription Shares please add an additional 2 per cent to the funds transmitted to cover the commission due to the Subscription Agent (the «Subscription Commission»).

9. If you would like to be given the opportunity to participate in the Top-up Round please tick this box.

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.

Defi ned terms used in this Part 2 are either defi ned in Part 1 or in Part 4 of this Agreement.Please return the completed and executed Agreement to the Company at the following address:TEJOORI Limited, C/O Kingdom Capital, PO BOX 119925 Dubai

Attention: Naeel Abu Dagga

Tel: +971 4 345 5018

Fax: +971 4 345 5017

IF YOU HAVE ANY QUERIES RELATING TO THE COMPLETION OF THIS AGREEMENT PLEASE CONTACT RICHARD FOSSETT on +973 17223 113 OR IF YOU WISH TO SPEAK TO AN ARABIC SPEAKER CONTACT NAEEL ABU DAGGA on +971 4 345 5018.

All sections must be completed in full and this Agreement executed by the Subscriber below. The Agreement must then be returned together with the compliance documentation appropriate for you set out in Part 3 of this Agree-ment below.

A failure to provide the necessary compliance documentation may result in a delay in the acceptance of your application or the rejection of your appli-cation.

Shares will be registered in accordance with the details provided below.

Signature

Witness signature

Address (print name)

Signature of Director

Print name

Signature of Director/Secretary

Print name

Signature of Director

Print name

Signature of Director

Print name

IF YOU ARE AN INDIVIDUAL

Signed as a deed by:

In the presence of:

Witness name (print name)

Date: 2005

IF YOU ARE A CORPORATE ENTITY

Executed as a deed by:

acting by two Directors/aDirector and the Secretary

Date: 2005

COMPANY EXECUTION PROVISION

Executed as a deed by

TEJOORI LIMITEDacting by two Directors

Date: 2005

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PAYMENT INFORMATIONPlease refer to the separate payments instructions schedule which accompa-nies this Agreement for the bank account details of the Company.CLEARED FUNDS MUST BE RECEIVED AT LEAST TWO DAYS PRIOR TO YOUR INTENDED SUBSCRIPTION DATE, SUBJECT TO THE DISCRETION OF THE COMPANY. PAYMENT OF YOUR SUBSCRIPTION FUNDS MUST BE RE-CEIVED AND CLEARED BY CLOSE OF BUSINESS ON 31 OCTOBER 2005.

SUBSCRIPTION AGREEMENTBy execution of this Agreement you hereby agree:

1 to subscribe now the USD amount set out in box 8 above in subscribing for Initial Subscription Shares at a price of USD 1.00 per Share;

2 on the Second Subscription Date to subscribe an amount equal to the USD amount set out in box 8 above in subscribing for Second Subscription Shares at a price of USD 3.00 per Share;

3 in relation to all funds paid to the Company pursuant to (1) and (2) above to transmit to the Company, in addition, the Subscription Commission;

4 grant the irrevocable power of attorney set out in paragraph 8 of the Terms (as defi ned below);

5 agree to be bound by the restrictions set out in Part 6 of this Agreement; and

6 to supply the compliance documentation (relevant to you) listed in Part 3 of this Agreement

in all cases subject to the terms and conditions set out in this Agreement (the «Terms»).

Your attention is drawn to paragraph 4.2 of the Terms and article 19A of the articles of association of the Company pursuant to which, in the event of you failing to comply with your obligation to pay for any Second Subscription Shares the Company may, under the terms of its articles of association, re-deem your Initial Subscription Shares for a nominal sum.

The Agreement is hereby agreed to and executed as a deed by the undersigned as of the date set forth below:

• passport photograph page (or national identifi cation card); and

• evidence of address (utility bill, residency card etc,)

• certifi cate of incorporation (and any offi cial certifi cation of change of name);

• constitutional documents (bye-laws, memorandum and articles of association, etc);

• a copy of the last annual audited accounts (if applica-ble);

• authorised signatory list;

• web-site details (if applicable); and

• passport photograph page and evidence of address for:

- up to 4 directors of the company

- any shareholder(s) who is/are benefi cially entitled to more than 20 per cent. of the share capital of the company.

PART 3

COMPLIANCE DOCUMENTATION

When you return this Agreement you must also provide copies of the following documentation (certifi ed by a quali-fi ed lawyer, accountant or notary public):

Individuals

Companies

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PART 4

TERMS AND CONDITIONS OF THE SUBSCRIPTION

1. YOUR COMMITMENT

1.1 You are being offered the opportunity to sub-scribe for ordinary shares of USD 0.01 in the Company (the «Shares») subject to the terms and conditions set out in this Agreement.

1.2 You hereby agree:

1.1.1 to subscribe the USD amount set out in box 8 above in subscribing for Shares at a price of USD 1.00 per Share (the «Initial Subscription Shares») subject to a minimum subscription amount of USD 51,000;

1.1.2 on the Second Subscription Date (as such term is defi ned in paragraph 4 below) to subscribe an amount equal to the USD amount set out in box 8 above in subscribing for further Shares at a price of USD 3.00 per Share (the «Second Sub-scription Shares»); and

1.1.3 to pay the Subscription Commission to the Com-pany equal to the sum of 2 per cent. of the amount you have subscribed for your Initial Sub-scription Shares and Second Subscription Shares.

1.3 No fractions of Shares shall be allotted. If pur-suant to paragraph 1.1.2 you would otherwise become entitled to a fraction of a Share such fractions shall be aggregated together into whole Shares and such Shares arising sold for the ben-efi t of the Company.

1.4 If you have indicated in box 9 above that you wish to be given the opportunity to participate in the Top-up Round the Company will contact you separately (unless your committed capital already exceeds the Top-up Limit) following the closing of the Subscription to inform you of the addi-tional top-up subscription which you may apply for.

2. OTHER SUBSCRIPTION AGREEMENTS The Company has entered into or expects to en-

ter into separate subscription agreements (the «Other Subscription Agreements» and, together with this Agreement, the «Subscription Agree-ments») with other subscribers (the «Other Sub-scribers») providing for the subscription by the Other Subscribers for Shares (together the «Sub-scription»). This Agreement and the Other Sub-scription Agreements are separate agreements, and the subscription by you and the Other Sub-scribers are to be separate subscriptions.

3. FIRST SUBSCRIPTION DATE AND PAYMENT DETAILS

3.1 The subscription for your Initial Subscription Shares, shall take place as from the effective date of the acceptance and execution by the Company of this Agreement (such date being hereinafter referred to as the «First Subscription Date»). Pay-ment of your subscription funds must be received and cleared by close of business on 31 October 2005.

3.2 Please note that the Company will initially retain any share certifi cate in respect of your Initial Sub-scription Shares until payment for your Second Subscription Shares has taken place.

4. SECOND SUBSCRIPTION DATE AND PAYMENT DETAILS

4.1 The Company will not later than 12 November 2005 notify you of the number of Second Sub-scription Shares which you are obliged to sub-scribe for and the date by which you are obliged to provide the subscription monies (together with wiring instructions for payment) Such notice will give you at least 14 days’ notice of the Second Subscription Date, which is currently expected to be or around 26 November 2005.

4.2 Please note that if any Shareholders fail to comply with their obligations to subscribe for any Second Subscription Shares by the Second Subscription Date (as notifi ed to them pursuant to paragraph 4.1) including compliance with the instructions for payment of the relevant subscription monies set out therein, the articles of association of the Company give the Company the right to redeem all the Initial Subscription Shares held by such de-faulting Shareholders for a total aggregate con-sideration of USD 1.00.

5. SCALING-BACK

5.1 No individual applicant shall be entitled to sub-scribe for more than 8 per cent. of the Total Committed Capital of the Company («Subscrip-tion Limit») and if, following the completion of the Top-up Round and determination of the To-tal Committed Capital, the applicable amount of Shares subscribed for by you is in excess of the Subscription Limit your commitment shall be individually scaled-back pro rata between the Initial Subscription Shares and Second Subscrip-tion Shares accordingly and any applicable excess funds paid by you will be repaid to you.

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5.2 In addition, the Board may in its absolute discre-tion reject or scale back any individual application for Shares.

5.3 If as a result of scaling-back any applicant would otherwise be entitled to a fraction of a Share there shall be no allotment of such fractions. In such circumstances the allocation of Shares would not be strictly pro rata to the amounts for which ap-plication is made.

5.4 Please note that in the event of a scaling back of your entitlement in accordance with paragraph 5.1 above any funds returned by the Company will only be returned (at your risk) to an account held in your name. The Company will not return funds to an account in the name of a third party.

6. MONIES PENDING ADMISSION

6.1 The Company shall be entitled to deduct and pay from the proceeds of the Subscription all applicable expenses incurred, including (but not limited to) expenses incurred in connection with the formation of the Company, the Subscription, the migration of the place of incorporation of the Company to Guernsey and Admission.

6.2 Pending Admission the net proceeds of the Sub-scription may be held in a segregated fund ac-count of CCH Europe GmbH. held with Deutsche Bank and will be invested in Islamic compliant short term trade transactions by CCH Europe GmbH. as agent for the Company. Such transac-tions will not be more than approximately 180 days in tenure and will be fully insured against non-payment by the Islamic Corporation for In-surance of Export & Investments (a member of the Islamic Development Bank) or other insur-ance companies rated A or above.

6.3 In the event that Admission has not occurred by 27 March 2006 the Company shall convene an extraordinary general meeting at which a resolu-tion will be proposed to liquidate the Company and return funds to Shareholders (less any ap-plicable liquidation and other expenses incurred by the Company to the date of winding-up).

7. SALES RESTRICTIONS

7.1 You hereby undertake and acknowledge to the Company (subject to the exceptions set out in Part 6 of this Agreement) that:

7.1.1 prior to 1 July 2006, you will not transfer or dis-pose (or permit the transfer or disposal) of, di-

rectly or indirectly, any Restricted Shares (as such term is defi ned in Part 6 of this Agreement);

7.1.2 on or after 1 July 2006 you may only:

(i) initially transfer or dispose (or permit the transfer or disposal) of, directly or indirectly, Restricted Shares totalling in aggregate up to 40 per cent. of your original holding (as at the Second Subscription Date); and

(ii) in addition to the allowance provided in pa-ragraph (i) above subsequently, transfer or dispose (or permit the transfer or disposal) of, directly or indirectly, further Restricted Shares totalling in aggregate a number equivalent to up to 20 per cent. of your original holding (as at the Second Subscription Date) in any consecutive period of 90 consecutive days running from 1 July 2006.

8. POWER OF ATTORNEY

8.1 You hereby appoint any duly appointed Director of the Company from time to time as your attor-ney (the «Attorney») with full power and author-ity for you and in your name and on your behalf to sign, execute and deliver:

8.1.1 a written consent (in such form as may be required by the Company) to confi rm and approve:

8.1.1.1 in connection with an application to migrate the place of incorporation of the Company to Guern-sey, the adoption of a new memorandum and ar-ticles of association of the Company in such form as may be deemed by the Directors in their ab-solute discretion (but following consultation with the Company‘s Sharia advisor) to be necessary to satisfy the requirements of Guernsey law and regulation and to be appropriate for a company whose shares are to be admitted to trading on the AIM market of the London Stock Exchange plc.;

8.1.1.2 in the event that any application for migration of the Company to Guernsey is refused, the adop-tion of a new memorandum and articles of asso-ciation of the Company in such form as may be deemed by the Directors in their absolute discre-tion (but following consultation with the Compa-ny‘s Sharia advisor) to be appropriate for a British Virgin Islands company whose shares are to be admitted to trading on the AIM market of the London Stock Exchange plc.; and

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8.1.1.3 any other deed, document or agreement which Directors reasonably deem necessary or expedi-ent in connection with (i) any application to mi-grate the place of incorporation of the Company to Guernsey or, (ii) Admission.

8.2 You hereby undertake to ratify and confi rm everything which the Attorney shall do in good faith or purport to do by virtue of this power and will fully indemnify the Attorney against all losses, liabilities, costs, claims, actions, demands or expenses which he may incur or which may be made against him as a result of or in connec-tion with anything lawfully done by virtue of this power.

8.3 You hereby declare that this power of attorney shall be irrevocable for a period of four months from the First Subscription Date at which the date it shall be deemed to be revoked and shall lapse and cease to be of any effect.

8.4 You further declare that this power of attorney shall at all times be binding on you and your per-sonal representatives in favour of third parties with respect to all actions taken pursuant hereto before such date so that the exercise by you in person from time to time of any of the powers hereby conferred shall not of itself be deemed to be a revocation.

9. REPRESENTATIONS AND WARRANTIES OF THE SUBSCRIBER

You represent and warrant to the Company that:

9.1 Authorisation of Purchase You have the full power and authority to execute,

deliver and perform your obligations under this Agreement, and to subscribe for Shares hereun-der. Your subscription for Shares and your execu-tion, delivery and performance of this Agreement have been authorised by all necessary action on your behalf, and this Agreement, are your legal, valid and binding obligations, enforceable against you in accordance with their respective terms.

9.2 Compliance with Laws and Other Instruments The execution and delivery of this Agreement the

consummation of the transactions contemplated herein, and the performance of your obligations hereunder will not confl ict with, or result in any violation of or default under, any provision of any charter, by-laws, trust agreement, partnership agreement or other governing instrument appli-cable to you, or any agreement or other instru-ment to which you are a party or by which you or any of your properties are bound, or any permit,

franchise, judgment, decree, statute, order, rule or regulation applicable to you or your business or properties. You have paid all issue, transfer or other taxes due in connection with this Agree-ment in any territory and that you have not taken any action or omitted to take any action which may or will result in the Company or any of its Directors, offi cers, agents or employees acting in breach of the legal or regulatory requirements of any territory.

9.3 Access to Information

9.3.1 In making your decision to subscribe for Shares you have relied solely upon independent investi-gations made by you and you acknowledge that you have not made your decision to invest in Shares relying upon any information not set out in this Agreement. You further acknowledge that you have been provided with an opportunity to obtain information about the Company and the terms and conditions relating to your investment.

9.3.2 You acknowledge that the information set out in this Agreement is subject to updating and amendment and such information may not, in all respects, be consistent with the information set out in any admission document published by the Company in connection with Admission. You agree that any such inconsistencies should not effect your obligation to subscribe for Shares or otherwise give you any cause of action against the Company, its Directors or advisers.

9.4 Evaluation of and Ability to Bear Risks You have such knowledge and experience in

fi nancial and business matters that you are ca-pable of evaluating the merits and risks of your investment in the Company and are able to bear such risks. Without prejudice to the generality of the foregoing you have read and understood the notes and risk factors set out in Part 7. You have evaluated the risks of investing in the Company and have determined that this investment is suit-able for you. You have not relied in connection with this investment upon any representations, warranties, or agreements other than those set forth in this Agreement. Your fi nancial situation is such that you can afford to bear the economic risk of holding the Shares for which you have agreed to subscribe for an indefi nite period of time, and you can afford to suffer the complete loss of your investment in the Company.

9.5 Benefi cial Ownership You represent and warrant that the Shares are

being subscribed by you and not by any other person or legal entity, with your own funds and

16

not with the funds of any other person or legal entity, and for your own account, not as a nomi-nee or agent and not for the account of any oth-er person. On acceptance and execution of this Agreement by the Company, no other person or legal entity will have any interest, benefi cial or otherwise, in the Shares subscribed by you.

9.6 No Registration with the SEC or otherwise You understand that the offering of Shares is

intended to be exempt from registration under the U.S. Securities Act of 1933, as amended (the «Securities Act»), and from registration and/or qualifi cation under the securities laws of any other jurisdiction, and that the offering of Shares has not been approved, disapproved, or passed on by any governmental agency or commission, exchange or other regulatory authority of any ju-risdiction.

9.7 Right to Transfer in the United States You understand that your Shares cannot be as-

signed or transferred in the United States without registration under the Securities Act and/or any other applicable securities law or pursuant to an available exemption therefrom.

10. ANTI-MONEY LAUNDERING COMPLIANCE It is a term of your subscription that payment

by you of the subscription price for Shares will not breach the British Virgin Islands Anti-Money Laundering (Amendment) Code of Practice 1999, Criminal Justice (Proceeds of Crime) (Bailiwick of Guernsey) Regulations 2002 and, where appro-priate, the Money Laundering Regulations 2003 (together the «Regulations»). In addition to the compliance documentation provided in accor-dance with Part 3 above the Company may, in its absolute discretion, require further verifi cation of your identity in order to ensure compliance with the Regulations. Failure to provide satisfactory evidence of identity if requested to do so may result in your application to subscribe for Shares being treated as invalid and rejected.

In order to confi rm the acceptability of any com-pliance documentation provided in accordance with Part 3 above you should contact the Com-pany which is entitled, in its absolute discretion, to determine whether the verifi cation of identity requirements apply to you and whether such re-quirements have been satisfi ed.

The Company shall not be responsible for or have any liability for loss or damage (whether actual or alleged) arising from the election by the Company to treat your application as invalid or to terminate

the contract of allotment of your relevant Shares as a result of the Company not having received evidence reasonably satisfactory to it as to your identity within a reasonable period of time of the Company having requested such information.

In addition, in the event that your application is rejected for whatever reason any funds paid by you to the Company will only be returned (at your risk) to an account held in your name. The Company will not return funds to an account in the name of a third party.

11. AMENDMENTS AND WAIVERS This Agreement may be amended and the ob-

servance of any provision hereof may be waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of the Company.

12. NOTICE OF CHANGE AND ADDITIONAL IN-FORMATION

You will give the Company prompt notice of any change that causes any representation contained herein to be incorrect. You will also provide the Company with any additional information that the Company shall require in order to determi-ne that the Company shall be in compliance with applicable laws.

13. JOINT APPLICANTS Where you are joint applicants, the Company

may accept instructions in respect of your Shares from any one of you.

14. SUCCESSORS AND ASSIGNS This Agreement shall be binding upon and inu-

re to the benefi t of and be enforceable by the respective successors and assigns of the parties hereto and it is understood that you may not as-sign this Agreement without the consent of the Company.

15. APPLICABLE LAW This Agreement and the rights and obligations of

the parties hereto shall be interpreted and enforced in accordance with and governed by English Law and the courts of England shall have exclusive ju-risdiction to determine any disputes arising out of or in connection with this Agreement.

16. COUNTERPARTS This Agreement may be executed in any number

of counterparts, each of which shall be deemed an original and all of which taken together shall constitute a single instrument.

17

17. NOTICES Any notice or other document (including share

certifi cates) may be served by delivering the same addressed in the case of the Company to TEJOO-RI Limited C/O Kingdom Capital Box 119925 Dubai and in the case of you to the address set out in Part 2 above. Any notice or document ser-ved by courier shall be deemed to have been ser-ved on the date of receipt from the courier and in proving such service it shall be suffi cient to prove that the letter containing the notice was properly addressed and received.

18. MISCELLANEOUS

18.1 This Agreement constitutes the entire agreement between you and the Company with respect to its subject matter. It supersedes all previous agree-ments and understandings between you and the Company (or any of its representatives) and you acknowledge that, in entering into this Agree-ment, you do not do so on the basis of, or in reli-ance upon any representations, promises, under-takings, warranties or other statements (whether written or oral) of any nature whatsoever except as expressly set out in this Agreement.

18.2 No person who is not a party to this Agreement shall have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any terms of this Agreement.

18.3 It is agreed that time is of the essence with regard to all aspects of performance of your obligations under this Agreement.

18.4 No delay, omission or forbearance by the Com-pany to exercise or enforce any right, power or remedy arising under or in connection with this Agreement shall operate as a waiver of that or any other right, power or remedy and any single or partial exercise or enforcement thereof shall not preclude any other or further exercise or enforcement thereof or the exercise or enforce-ment of any right, power or other remedy.

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PART 5

FURTHER INFORMATION ABOUT THE COMPANY

1. INCORPORATION AND SHARE CAPITAL The Company was incorporated and registered

in the British Virgin Islands under the Internation-al Business Companies Act 1984 (as amended) («the Act») on 23 September 2005 with regis-tered number 677553, as a company limited by shares under the Act. The Company currently has no subsidiaries. The principal legislation un-der which the Company operates is the Act. The liability of the Company‘s members is limited.

The Company was incorporated with an author-ised share capital of USD 10,000,000 divided into 1,000,000,000 ordinary shares of USD 0.01 each.

Other than pursuant to the Subscription Agree-ments and the Warrants, no capital of the Com-pany is proposed to be issued or is under option or is agreed to be put under option.

2. MEMORANDUM AND ARTICLES OF ASSO-CIATION AND RIGHTS ATTACHING TO THE SHARES

The principal objects of the Company, are set out in clause 4 of its Memorandum of Association.

The articles of association of the Company (the «Articles») contain provisions, inter alia, to the following effect:

PRELIMINARY It is intended that the business affairs of the

Company shall be conducted in compliance with the Sharia. Activities of the Company will at all times be supervised by a Sharia supervisory board comprising one or more eminent Islamic schol-ars duly appointed by the board of directors. The directors of the Company are obliged to ensure that the business of the Company is at all times run in a Sharia compliant manner.

SHARE CAPITAL AND VARIATION OF RIGHTS Subject to the provisions of the Articles, the unis-

sued shares of the Company (whether forming part of the original or any increased capital) shall be at the disposal of the directors who may offer, allot, grant options over or otherwise dispose of them to such persons at such times and for such consideration, being not less than the par value of the shares being disposed of, and upon such terms and conditions as the directors may deter-mine.

If at any time the share capital is divided into dif-ferent classes of shares, the rights attached to any class (unless otherwise provided by the terms of issue of the shares of that class) may, whether

or not the Company is being wound up, be var-ied with the consent in writing of the holders of not less than three-fourths of the issued shares of that class and the holders of not less than three-fourths of the issued shares of any other class of shares which may be affected by such variation.

The rights conferred upon the holders of the shares of any class issued with preferred or other rights shall not, unless otherwise expressly provid-ed by the terms of issue of the shares of that class, be deemed to be varied by the creation or issue of further shares ranking pari passu therewith.

TRANSFER OF SHARES Shares in the Company may be transferred by a

written instrument signed by the transferor and containing the name and address of the trans-feree or such other manner or form and subject to such evidence as the directors shall consider appropriate.

The Directors may in their absolute discretion refuse to register a transfer of shares until the day following the Second Subscription Date (as defi ned below).

REDEMPTION RIGHTS In this article the following terms shall have the

following meanings:

«Initial Subscription Shares» the initial shares in the Company subscribed for,

and held, by shareholders pursuant to the Sub-scription;

«Second Subscription Date» the date specifi ed in the Second Subscription

Notice by which shareholders are obliged to pay their committed subscription monies for Second Subscription Shares to the Company;

«Second Subscription Notice» a written notice sent to shareholders by the Com-

pany notifying shareholders of (i) the amount which they are obliged to pay to the Company in satisfaction of their commitment to subscribe for Second Subscription Shares; and (ii) the Second Subscription Date;

«Second Subscription Shares» the further shares in the Company committed to

be subscribed for by shareholders pursuant to the Subscription; and

«Subscription» the private offer for subscription of Initial Sub-

scription Shares and Second Subscription Shares

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agreed to be subscribed for by each shareholder from time to time pursuant to a Subscription Agreement entered into and signed by each shareholder.

If following the service of Second Subscription Notices on Shareholders any shareholders have failed by the Second Subscription Date to pay any sums due by them for Second Subscription Shares to the Company, the Company shall have the option at its absolute discretion (without prejudice to any other rights it may have against such defaulting shareholders) to redeem the Ini-tial Subscription Shares held by such defaulting shareholders (the «Default Shares») for the glo-bal aggregate amount of USD 1.00. save that where any pro rata sum due to a holder of Default Shares is less than USD 0.50 the Company shall not be obliged to pay such sum but may instead retain it for the benefi t of the Company. Pending such redemption, each holder of Default Shares will be deemed to have irrevocably authorised the Company, at any time to appoint any person to execute (on behalf of all the holders of the Default Shares) any documentation necessary to effect such redemption.

Any Default Share redeemed shall be deemed to be the property of the Company and will be can-celled without all or any part of the amount pre-viously paid on the share being credited as paid.

A declaration in writing by a director or the secre-tary that a Default Share has been duly redeemed or on the date stated in the declaration shall be conclusive evidence of the facts therein as against all persons claiming to be entitled to such Default Share.

The board of directors may, save only as may be necessary to comply with the provisions of the Act, vary or amend the terms of any Second Sub-scription Notice, to include waiving or forgiving any amounts due under such Second Subscrip-tion Notice or extending the Second Subscription Date in each case on such terms or conditions as the board may determine.

The directors may in their absolute discretion close the register of members at any time for a period not exceeding 14 consecutive calendar days in order to facilitate any application to mi-grate the Company to another jurisdiction.

MEETINGS OF MEMBERS The directors may convene meetings of the mem-

bers of the Company at such times and in such

manner and places as the directors consider nec-essary or desirable, and they shall convene such a meeting upon the written request of members holding 50 percent or more of the votes of the outstanding voting shares in the Company.

VOTES OF MEMBERS At any meeting of members whether on a show

of hands or on a poll every holder of a voting share present in person or by proxy shall have one vote for every voting share of which he is the holder.

A resolution which has been notifi ed to all mem-bers for the time being entitled to vote and which has been approved by a majority of the votes of those members in the form of one or more docu-ments in writing or by telefax or other written electronic communication shall forthwith, with-out the need for any notice, become effectual as a resolution of the members.

DIRECTORS Subject to any subsequent amendment to change

the number of directors, the number of the direc-tors shall be not less than one or more than fi f-teen.

A vacancy in the board of directors may be fi lled by a resolution of members or a resolution passed by the majority of the remaining directors.

POWERS OF DIRECTORS The business of the Company shall be managed

by the directors who may pay all expenses in-curred preliminary to and in connection with the formation and registration of the Company, and may exercise all such powers of the Company as are not by the Act or by the Articles required to be exercised by the members subject to any del-egation of such powers as may be authorised by the Articles and to such requirements as may be prescribed by resolution of the members, but no requirement made by resolution of the members shall prevail if it be inconsistent with the Articles nor shall such requirement invalidate any prior act of the directors which would have been valid if such requirement had not been made.

The directors may exercise all the powers of the Company to raise fi nance in a SHARIA compli-ant manner without limit as to amount and upon such terms and in such manner as they think fi t and may mortgage or charge the Company‘s un-dertakings, property and uncalled capital or any part thereof.

20

INDEMNITY Subject to the provisions of the Act and of any

other statute for the time being in force every director or other offi cer of the Company shall be entitled to be indemnifi ed out of the assets of the Company against all losses or liabilities which he may sustain or incur in or about the execution of the duties of his offi ce or otherwise in relation thereto, and no director or other offi cer shall be liable for any loss, damage or misfortune which may happen to, or be incurred by the Company in the execution of the duties of his offi ce, or in relation thereto.

AMENDMENT TO ARTICLES The Company may alter or modify the conditions

contained in the Articles as originally drafted or as amended from time to time by a resolution of the directors or the members.

21

In this Part 6 the following additional words and expressions shall, unless the context otherwise requires, have the following meaning:

«Board» the board of directors of the Company for the time being;

«Derived Shares» all shares, and/or securities ex-changeable for or convertible into shares, in the capital of the Company arising from any capitali-sation issue or any consolidation or sub-division of the Company’s capital to the extent that the entitlement or such shares of securities arises by reference to any Restricted Shares;

«London Stock Exchange» London Stock Ex-change plc;

«Restricted Shares» means the Shares in which you have an interest by virtue of this Agree-ment to subscribe and all Derived Shares but for the avoidance of doubt not including any other Shares held or acquired by you.

1. In this Part 6, references to transfers or disposals of Restricted Shares shall be deemed to include agreements to transfer or dispose of Restricted Shares.

2. The restriction in paragraph 7 of Part 4 of this Agreement shall not apply:

2.1 to transfers or disposals of Restricted Shares made with the prior written approval of the Company (which approval may be granted or declined at their absolute discretion); or

2.2 to transfers or disposals of Restricted Shares pur-suant to acceptance of an offer made to hold-ers of the same class of shares as the Restricted Shares (or to all such shareholders other than the offeror and/or any body corporate controlled by the offeror and/or any persons acting in concert with such offeror) to acquire the whole of the shares of such class which offer has been publicly recommended by the Board or become uncondi-tional as to acceptances; or

2.3 to transfers or disposals of Restricted Shares to any relative being the spouse, former spouse, parent or remoter forebear of child or remoter issue or brother or sister of the applicant(s) or to trustees for the applicant(s) and/or for aforemen-tioned relatives of the applicant(s) or any of them, provided that such transferee, before registration of any such transfer, executes an undertaking in relation to such shares in similar terms to that contained in this agreement in a form satisfac-

tory to the Company (which shall be evidenced by written confi rmation); or

2.4 to transfers or disposals of Restricted Shares by the applicant(s) for the purpose of effecting the appointment of a new trustee or for the pur-pose of retiring as a trustee, provided that such new trustee, before registration of any transfer of such shares to such new trustee, executes an undertaking in relation to such shares in similar terms to that contained in this agreement in a form satisfactory to the Company (which shall be evidenced by written confi rmation) ;or

2.5 to transfers or disposals of Restricted Shares pur-suant to a compromise or arrangement between the Company and its creditors or any class of them or between the Company and its members or any class of them; or

2.6 to transfers or disposals of Restricted Shares pur-suant to an offer by the Company to purchase its own shares which is made on identical terms to all holders of the same class of shares as the Restricted Shares and otherwise complies with all necessary British Virgin Islands or Guernsey laws (as the case may be) and the rules of any recog-nised market upon which the Company’s share capital is quoted or listed from time to time; or

2.7 to transfers or disposals of Restricted Shares by the applicant(s) as trustee of a settlement («the fi rst settlement») to either a benefi ciary of such settlement or the trustees of another settlement to whom such shares have been transferred in exercise of the powers conferred on the trustees of the fi rst settlement, provided that such trans-feree, before registration of any transfer of such shares to such transferee, executes an undertak-ing in relation to shares in similar terms to that contained in paragraph 7 of Part 4 of this Agree-ment and this Part 6 in a form satisfactory to the Company (which shall be evidenced by written confi rmation); or

2.8 to transfers or disposals of Restricted Shares by a nominee to the benefi cial owner of such shares or another nominee, provided that such transferee, before registration of any transfer of such shares, executes an undertaking in relation to such shares in similar terms to that contained in paragraph 7 of Part 4 of this Agreement and this Part 6 in a form satisfactory to the Company (which shall be evidenced by written confi rmation); or

2.9 to transfers or disposals of Restricted Shares pur-suant to any sale or transfer required by an order of a Court of competent jurisdiction.

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PART 6

SALES RESTRICTIONS EXEMPTIONS

PART 7

NOTES AND RISK WARNINGS

NotesThis Agreement is not intended to provide the sole or principal basis of any investment or credit decision or any other valuation and may not be considered as a recom-mendation by the Company or any other person in con-nection with an investment in the Company. You should determine your interest in acquiring Shares on the basis of such independent investigations as you consider necessary or desirable.

The Company does not accept liability for any loss or da-mage suffered or incurred by you or any other person or entity however caused (including negligence) relating in any way to this Agreement including, without limitation, the information contained in it, and errors or omissions caused, to you, or any other person or entity, placing any reliance on this Agreement, it accuracy, completeness, currency or reliability. The Company has not authorised any person to make any statements or representations, which are not expressly contained or contemplated by this Agreement. Any liability of the Company to you or to any other person or entity arising out of this Agreement is, to the maximum extent permitted by law, expressly disclai-med and excluded.

This Agreement is not intended to, and does not, consti-tute an issue of securities in any place which, or to any person to whom, the making of such an issue would not be lawful under the laws of any jurisdiction. All persons who receive this Agreement must inform themselves of all applicable laws and observe any such restrictions. Failure to comply with any applicable restrictions may constitute a violation of securities laws.

Neither this Agreement or any of the securities of the Company have been, nor will they be, registered under the United States Securities Act 1933 («Securities Act»), and securities of the Company may only be offered or sold in the United States to a US Person (as defi ned in Rule 902 under the Securities Act) under exemptions from the registration requirements of the Securities Act and any ap-plicable securities laws of any state of the United States.

An investment in Shares involves a high degree of risk. Ac-cordingly, you should consider carefully the risks attaching to an investment in the Company, including, in particular, the risks described below, prior to making any investment decision. The information below does not purport to be an exhaustive list or summary of the risks which the Com-pany may encounter and is not set out in any particular order of priority. You should consider carefully whether an investment in the Company is suitable for you in the light of the information in this Agreement and the fi nancial re-sources available to you.

The Company‘s fi nancial condition or operations could be materially and adversely affected by the occurrence of any

of the risks described below. In such case, following Ad-mission, the market price of the Shares could decline due to any of these risks and you could lose all or part of you investment. Additional risks and uncertainties not present-ly known to the Directors, or that the Directors currently deem immaterial, may also have an adverse affect on the Company.

RISK WARNINGSMigration to GuernseyAlthough the Company intends to make a formal applica-tion to the Guernsey Financial Services Commission and the Courts in Guernsey to migrate the place of incorpo-ration of the Company from the British Virgin Islands to Guernsey there is no guarantee that such application will be successful. In the event that any such application for migration were unsuccessful the Company would remain domiciled in the British Virgin Islands.

Liquidity of the Shares and the AIM market generallyThe Shares will, until Admission, be unquoted securities and will therefore be highly illiquid (and in any event will be subject to the sales restrictions in arrangements set out in paragraph 7 of Part 4 above).

Following Admission it may be more diffi cult for you to re-alise any investment on AIM than to realise an investment in a company whose shares or other securities are quoted on the Offi cial List. The AIM Rules are less demanding than those of the Offi cial List. An investment in a share that is traded on AIM is likely to carry a higher risk than an investment in a share quoted on the Offi cial List. AIM has been in existence since June 1995 but its future suc-cess and liquidity in the market for the Shares cannot be guaranteed. The share price of publicly traded emerging companies can be highly volatile.

The price at which the Shares will be traded following Ad-mission, and the price at which you may realise any in-vestment, will be infl uenced by a large number of factors, some specifi c to the Company and its investments and some which may affect companies generally. Admission to AIM should not be taken as implying that there will be a liquid market for the Shares particularly as, on Admission, the Company will have a limited number of Shareholders. The Company is aiming to achieve capital growth and, therefore, Shares may not be suitable as a short-term in-vestment. Consequently, the Share price may be subject to greater fl uctuation on small volumes of Shares, and the Shares may be diffi cult to sell at a particular price. The market price of the Shares may not refl ect the underlying value of the Company‘s net assets.

Investor returnsThere can be no guarantee that the Company‘s investment objective will be achieved. The Company‘s ability to achie-ve its investment objectives may be adversely affected in

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the event of signifi cant or sustained changes in market re-turns or volatility. You should regard an investment in the Company as long-term in nature and you may not recover the full amount initially invested or any amount at all.

As with any investment in companies, the Company‘s in-vestments may fall in value with the maximum loss on such investments being the value of the investment and, where relevant, any gains or subsequent investments made.

Investment strategyThe success of the investment strategy followed by the Investment Adviser depends upon its success at correctly interpreting market data. No assurance can be given that the strategy to be used will be successful under all or any market conditions.

Political and economic riskA number of the Company‘s investments are likely to be situated in jurisdictions to which a higher degree of political and economic risk attaches than to investments situated in more established jurisdictions. Although the Company will seek to protect against such risk through the use of suitab-le insurance cover, where appropriate and economically viable, changes may occur in the political, economic, fi scal and legal systems of such jurisdictions which might affect the ownership or operation of the Company‘s invest-ments, including, inter alia, changes in exchange control regulations, ownership of assets, changes of government and changes in legislative or regulatory regimes. There is no guarantee that future changes in legislation would not affect the Company retrospectively.

Calculation of Net Asset Value and lack of liquidity in underlying investmentsIn calculating the net asset value, and the net asset value per Share, the Administrator, will rely on valuations of the Company‘s assets supplied by the Investment Adviser. In valuing the Company‘s assets, the Investment Adviser will adopt a valuation methodology as set out in Part 1 of this Agreement. In relation to unquoted securities, which will form the majority if not all of the Company‘s investments, these will be valued at their fair value and where their fair value cannot be reliably measured such securities will be valued at cost. There can be no guarantee that any such investments will ultimately be realised at any such valua-tion. In addition, the unquoted nature of the Company‘s investments may mean that they may be diffi cult to realise in a timely manner or at all.

Concentration of investmentsThe Company‘s investment portfolio is expected to be re-latively concentrated both in terms of geographical area and in terms of industry sector and accordingly should be regarded as representing a higher risk than a more diver-sely invested fund. Underperformance or failure of one or more of the investments may have an adverse effect on the value of the Company.

CompetitionA large number of private equity houses, institutions and other investors have become active in seeking private equity investments. Competition for a limited number of attractive investment opportunities may lead to a delay in investment of the Company‘s assets and may increase the price at which investments can be made, thereby reducing the Company‘s potential profi ts.

Currency riskYou should be aware that the Directors intend that the Company‘s portfolio will as far as possible be US Dollar denominated investments and intend that all monies re-turned to the Shareholders will also be denominated in US Dollars. Investors seeking to convert their US Dollar deno-minated returns into any other currency may be subject to currency fl uctuations and the volatility of returns that will result from such currency exposure.

Key personnelThe ability of the Company to achieve its investment ob-jective is signifi cantly dependent upon the expertise of the Investment Adviser and its ability to attract and retain sui-table staff. The Company is also reliant upon the skills of its Directors and the loss of any of these persons could reduce the Company‘s ability to achieve its planned investment objectives. The Company and the Investment Adviser have endeavoured to ensure that the principal members of their management teams are suitably incentivised, but the retention of such persons cannot be guaranteed.

YOU SHOULD THEREFORE CONSIDER CAREFULLY WHETHER AN INVESTMENT IN THE COMPANY IS SUIT-ABLE FOR YOU, IN LIGHT OF THE RISK FACTORS OUT-LINED ABOVE, YOUR PERSONAL CIRCUMSTANCES AND THE FINANCIAL RESOURCES AVAILABLE TO YOU.

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