Re-capitalisation through the purchase of ordinary shares and 12.5% preference shares.

FINSAC is to acquire 49% of the ordinary share capital of BCFMB.

Working capital support for liquidity and solvency.

BCFMB shall not pay dividends on the outstanding ordinary shares whilst the preference shares remain outstanding.

No further share ranking as to dividend or repayment of capital in priority or pari pasu with the said preference shares shall be created or issued, except with the written consent of the preference share holders.

The preference shares are to be redeemed on the last day of December 2004, together with any arrears or accruals of the fixed cumulative preferential dividend payable on such shares.

BCFMB shall have the right to redeem the preference shares at any time or times prior to the redemption date, together with any arrears or accruals of dividend payable on such shares whether or not declared or earned.

BCFMB is not to incur capital expenditure exceeding $1 million without prior written consent of at least 1 FINSAC Director.

FINSAC Appointed Directors: FINSAC has the right to appoint three directors to the Board