Xhost Limited Special Board Meeting Minutes

24th March 2003

Attendees:
 
Russell Clarke, Managing Director RC
Carol Clarke, Director (taking minutes) CC
Apologies received from
Ian Robertson, Director IR

The meeting was called as a special board meeting following from the special board meeting of 12th March 2003 to confirm the arrangements for the share buyouts and update the board on the plans for the relocation of Xhost.

Further to Ian Robertson's clarification email from 21st March 2003 with the Edinburgh team it was noted that their unanimous vote was for option 3 from the previous minutes Xhost to "buy out" existing shares from Edinburgh shareholders

This just leaves the issue of the value of the shares to be decided, the shareholdings under discussion were

 
Ian Robertson   400 shares
John Foster   100 shares
Natalie Little   100 shares
David Cairns   100 shares

RC felt that guidance should be sought on comparable valuations for other hosting companies.

A/P: RC to get comparative figures for consideration with a view to formulating a response to IR's proposal that the shares should be valued at £25 each.

CC said she felt it was a shame that the forming team might leave and then Xhost might be successful and they wouldn't share in the possible success.

A/P: CC to email the Edinburgh team to see if any of them could be persuaded to keep their shareholdings

The meeting then turned to considering the options for the location of Xhost hosting for the future.

RC confirmed that the Westloc offer was looking very good, that he had had preliminary discussions with Pete Murphy of Westloc and that he had arranged a follow up meeting to discuss further details including the issue of IP migration.

RC said that the future plans for Westloc to be on a more direct transatlantic transit point and their wireless network options offered Xhost an excellent and flexible future and that he would update the board further at the next meeting.

A/P: RC to continue investigating options for a new home for Xhost both within Easynet and without.

RC felt that in order to comply with any possible signing authority requirements for contracts for the move that he should formally assume the role of Chairman as well as Managing Director. CC formally proposed RC as Chairman. RC accepted.