SECTION 323 UNLIMITED LIABILITY OF DIRECTORS

1. Subject - Unlimited liability of directors.

2. Passing Authority - General Meeting.

3. Nature of the Resolution - Special Resolution.

4. Specimen Resolution(s):

"That the Memorandum of Association of the company be and is hereby altered in the manner following:-

Clause 4 shall be deleted and substituted by the following clause:-

"4. The liability of the member is limited subject however that the liability of a

member who is also a director of the company shall be unlimited".

5. Guidelines:

1) The memorandum may be altered only if the Company's Articles so authorise.

2) The alteration should be noted on every copy of memorandum issued after the alteration.

3) Approval of the Company Law Board is not required.

6. Filing: Form 23--within 30 days.