COUNTERPART

Page One----------------------------------------------------------------------------------------------NZ 943/2001
-------------------------------------------------------------------------------------------------------- N 1024/2001

N o t a r i a l R e c o r d

written on the fourth of December of the year two thousand one (December 4, 2001) in front of me, JUDr. Miroslav Novák, the notary, with notary’s office in Prague, in my notary’s office in Prague 1, Dlouhá 16, attended by the below participant, who declared that he is competent to undertake legal acts, who’s identity was proved to me by a valid identity card, namely:

the company Horizon Energy Development B.V., registered office 1017PP Amsterdam, Leidsekade 98, the Netherlands, recorded in the Commercial Register at the Chamber of Commerce and Industry in Amsterdam, the Netherlands, under No. 33282533, acting through its Executive Director Gerald Thomas Wehrlin, born on January 1, 1938, resident at 130 Ranch Trail W., 14221 Williamsville NY, U.S.A., who declared he is competent to undertake legal acts, who's identity was proved by a valid official identity card, and who his authorization to act as a single person on behalf for the company proved by the certificate of incorporation of the company Horizon Energy Development B.V. from the Commercial Register.
/Certificate of incorporation of the company Horizon Energy Development B.V. from the Commercial Register is the integral Appendix No. One to this Notarial Record./

The above mentioned company Horizon Energy Development B.V. is the sole partner of the business company with the commercial name Horizon Energy Development, s.r.o., registered office Praha 1, Maiselova 15, Company Identification Number 40612490, recorded in the Commercial Register at the Municipal Court in Prague, file C, insert 2064, which is proved by the certificate of incorporation from the Commercial Register at the Municipal Court in Prague, file C, insert 2064, dated October 17, 2001, certificate of incorporation No. 157825/2001, where the above mentioned company Horizon Energy Development B.V. is recorded as the sole partner of the business company with the commercial name Horizon Energy Development, s.r.o.
/Certificate of incorporation of the company Horizon Energy Development, s.r.o. from the Commercial Register is the integral Appendix No. Two to this Notarial Record./

The above mentioned participant asked me today, i.e. on December 4, 2001, to write this:

---------------------------------------------d e c i s i o n --------------------------------------------

of the sole partner
made during the performance of competencies of the General Meeting pursuant to
Section 132 of the Commercial Code
in the business company with the commercial name Horizon Energy Development, s.r.o.

On today's date, i.e. on December 4, 2001, the sole partner adopted the following decisions pursuant to Section 132 of the Commercial Code:

1. With regard to the fact that on June 26, 2001 the sole partner decided to use the 2000 net profit to cover accumulated losses of previous years in full amount, i.e. in the amount of CZK 31,429,730 (in words thirty one million four hundred twenty nine thousand seven hundred thirty Czech crowns) and forgot to create a contribution to the reserve fund in compliance with Section 124 of the Commercial Code when making this decision, thus the sole partner, on today’s date, i.e. on December 4, 2001, corrected his decision dated June 26, 2001 as follows:

Page Two

Net accountable profit of the company for 2000 in the amount of CZK 31,429,730 (in words thirty one million four hundred twenty nine thousand seven hundred thirty Czech crowns) shall be used as follows:
a) contribution to reserve fund of 5% (in words five per cent) of the accountable profit of the company for 2000. The amount of contribution for year 2000 equals thus CZK 1,560,950 (in words one million five hundred sixty thousand nine hundred fifty Czech crowns).

b) the rest of profit in the amount of CZK 29,868,780 (in words twenty nine million eight hundred sixty eight thousand seven hundred eighty Czech crowns) shall be used to cover part of accumulated losses of previous years.

2. decided pursuant to the provision of Section 146 of the Commercial Code to decrease registered capital of the business company with the commercial name Horizon Energy Development, s.r.o., namely from the existing CZK 89,499,000 (in words eighty nine million four hundred ninety nine thousand Czech crowns) by CZK 88,499,000 (in words eighty eight million four hundred ninety nine thousand Czech crowns) to the new amount of registered capital, namely CZK 1,000,000 (one million Czech crowns), provided, by this amount of CZK 88,499,000 (in words eighty eight million four hundred ninety nine thousand Czech crowns) the amount of contribution of the sole partner of this business company with the commercial name Horizon Energy Development, s.r.o., i.e. of the company Horizon Energy Development B.V., registered office 1017PP Amsterdam, Leidsekade 98, the Netherlands, recorded in the Commercial Register at the Chamber of Commerce and Industry in Amsterdam, the Netherlands, under No. 33282533, is decreased, and thus the amount of his contribution in this business company shall be CZK 1,000,000 (in words one million Czech crowns) after the decrease.

Of the amount of CZK 88,499,000 (in words eighty eight million four hundred ninety nine thousand Czech crowns), by which registered capital of this business company with commercial name Horizon Energy Development, s.r.o. shall decrease:

• its part amounting to CZK 45,000,000 (in words forty five million Czech crowns) shall be paid to the sole partner of this business company Horizon Energy Development, s.r.o., i.e. to the company Horizon Energy Development B.V.,
• and its remaining part amounting to CZK 43,499,000 (forty three million four hundred ninety nine thousand Czech crowns) shall be transferred to the temporary capital fund, as an additional contribution for creation of equity pursuant to Section 121 (2) of the Commercial Code. This additional contribution, or its part, shall be paid to the partner after accumulated loss from previous years is settled and the company creates assets in such an amount so that after the additional contribution is returned to the partner, an equity in an amount exceeding company’s registered capital remains to the company,

  under proviso that:
  
  the decrease of registered capital from the existing amount of CZK 89,499,000 (in words eighty nine million four hundred ninety nine thousand Czech crowns) by the amount of CZK 88,499,000 (in words eighty eight million four hundred ninety nine thousand Czech crowns) to the new amount of registered capital, namely CZK 1,000,000 (in words one million Czech crowns), shall be effective as of the date of record of the new amount into Commercial Register as per Section 147 (3) of the Commercial Code, and only following the date of the record it will be possible to pay the amount of CZK 45,000,000 (forty five million Czech crowns) to the sole partner

  Page Three

  of this business company Horizon Energy Development, s.r.o., i.e. to the company Horizon Energy Development B.V., and to transfer the amount of CZK 43,499,000 (forty three million four hundred ninety nine thousand Czech crowns) to the temporary capital fund, as is mentioned in paragraph 2 of this decision.

This Notarial Record was written about this, interpreted to the participant, approved by him fully and then signed in his own hand. Then I, the notary, signed it and imprinted thereupon the official seal.

                                             Gerald Thomas Wehrlin, s.s.
                                             JUDr. Miroslav Novak, s.s.
                                                       notary
                                   L.S.