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Minutes of First Meeting

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Minutes of the First Meeting of the Board of Directors

of

Atlantic Capital Corporation

An International Business Company incorporated in
The Commonwealth of The Bahamas

The first meeting of the Board of Directors of Atlantic Capital Corporation (hereinafter called the "Company") was held on the 12th day of October, 1998 in London, United Kingdom.

The following Directors were present, constituting a quorum:

Garry Lewis
Simon Lloyd
Fiona Sheldon

The meeting was called to order by Garry Lewis.

Upon motion duly made and seconded, Garry Lewis was elected as Temporary Secretary of the meeting.

The Secretary then presented to the meeting Registrar-certified copies of the Memorandum of Association and Articles of Association and reported that the originals were filed in the office of the Registrar of Companies. After review of said Memorandum of Association and Articles of Association, and upon motion duly made and seconded, it was unanimously

RESOLVED that the actions of the Subscriber to the Memorandum of Association are hereby ratified, affirmed and approved, and that the Company was incorporated in The Commonwealth of The Bahamas as an International Business Company on the 6th day of October, 1998. The Secretary was then instructed to insert the copies of the Memorandum of Association and Articles of Association in the corporate records book.

It was further

RESOLVED that the registered office of the company be at Frederick House, Frederick Street, Nassau, Bahamas and that CCI (Overseas) Limited be the registered agent of the Company.

Garry Lewis, Simon Lloyd and Fiona Sheldon had consented to act as directors of the Company and being duly qualified were appointed as such by the Subscriber to the Memorandum of Association. It was unanimously

RESOLVED that the appointment of the first Directors by the Subscriber is ratified and confirmed.

The following persons were then nominated as Officers of the Company:

Upon motion duly made and seconded, it was unanimously

RESOLVED that each of the forenamed persons be and is elected to the offices set opposite his/her name, to assume the duties and responsibility set by the Articles of Association or by the Board of Directors of this Company.

The President of the Company thereupon assumed the Chair, and the Secretary of the Company assumed his duties as Secretary of this meeting.

The Secretary then presented to the meeting a form of the proposed seal of the Company.

Upon motion duly made and seconded, it was unanimously

RESOLVED that the form of the common seal, an impression of which is hereto affixed on the margin of these minutes, is hereby adopted as the common seal for this Company.

The President then recommended that a bank account be established at Union Bank of Switzerland in Geneva, Switzerland. After discussion and upon motion duly made and seconded, it was unanimously

RESOLVED that Union Bank of Switzerland, Geneva, Switzerland (hereinafter called the "Bank") be and hereby is designated a depository of the funds for the Company, and the Treasurer is hereby instructed to open a bank account on behalf of the Company with the said Bank. The resolution required by the Bank was duly adopted and is attached to these minutes.

Upon motion duly made and seconded, it was unanimously

RESOLVED that the Company proceed to carry on business for which it is incorporated.

There being no further business to come before the meeting, upon motion duly made, seconded and unanimously carried, the same was adjourned.

DATED 12th day of October, 1998.

______________________________
 Secretary

ATTEST:

(Board of Directors)