Proposals for a Shareholders EGM

Below are extracts from the proposal sent to shareholders of Kingstonian Football Club Limited (in company voluntary arrangement and administration) by Begbies Traynor - dated 16 December 2002.

Please read the disclaimer at the foot of the page.

TO ALL SHAREHOLDERS

Dear Sirs

Kingstonian Football Club Limited (in company voluntary arrangement and administration)

I write with reference to the Extraordinary General meeting of the club's shareholders scheduled for 15th July 2002. As this meeting was not held, the resolution to approve the issuing of the remaining share capital of the company to Mr Anup Khosla, the purchaser of the assets, has not been passed. The issuing of these shares is a condition of the funds being made available to the Company for distribution in the CVA. Without the funds the CVA will not go ahead and the Club will not be able to compete in the Ryman Premier League.

Accordingly, I enclose herewith a Notice of an Extraordinary General Meeting to be held on 20 January 2003 to consider the issue of the remaining share capital as set out in the attached Notice. Would shareholders please ensure that their proxies are submitted to this office by noon on Friday 17th January 2003.

I would bring to your attention that under Rule 1.20(1) of the Insolvency Act 1986, and subject as follows and to any express provision made in the Articles, at a Company meeting any resolution is to be regarded as passed if voted for by more than one half in value of the members present in person or by proxy and voting on the resolution. The value of members is determined by reference to the number of votes conferred on each member in the Company's Articles.

Yours faithfully
For and on behalf of
Kingstonian Football Club Limited

N R Hood
Joint Supervisor and Adminstrator

KINGSTONION FOOTBALL CLUB LIMITED
(in Administration and Company Voluntary Arrangement) (the "Company")

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE is hereby given that an Extraordinary General Meeting of the Company will be held at 1 & 2 Raymond Buildings, Gray's Inn, London WCIR 5NR on Monday 20'h January 2003 at 12:00pm for the purpose of considering and, if thought fit, passing the following resolutions of which number 1 will be proposed as an Ordinary Resolution and numbers 2 to 4 will be proposed as Special Resolutions:

ORDINARY RESOLUTIONS

1. THAT in substitution for all existing authorities which are hereby revoked the directors be generally and unconditionally authorised pursuant to section 80 Companies Act 1985 ("the Act") to exercise all the powers of the Company to allot relevant securities (within the meaning of that section) up to an aggregate nominal amount of ?1,000,000 for a period expiring (unless previously renewed, varied or revoked by the Company in general meeting) five years after the date of the passing of this resolution, but the Company may make an offer or agreement before such expiry which would or might require relevant securities to be allotted after such expiry and the directors may allot relevant securities in pursuance of that offer or agreement.

SPECIAL RESOLUTIONS

2. THAT the Memorandum of Association of the Company be altered as follows
2.1 Clause 5 be deleted and replaced with the following new paragraph
"The Company's share capital is ?1,000,000 divided into:
985,000 ordinary shares of ?1 each; and
750,000 "A" ordinary shares of ?0.02 each."

3. THAT the Articles of Association of the Company be altered as follows:
3.1 Article 7 be deleted and replaced with the following new Article:
"Ordinary and "A" ordinary shares shall rank pari passu in all respects"

4. THAT the directors be and are empowered in accordance with section 95 Companies Act 1985 (the "Act') to allot equity securities (within the meaning of section 94(2) of the Act) pursuant to the authority conferred by resolution 1 as if section 89(1) of the Act did not apply to the allotment provided that such power shall expire five years after the date of the passing this resolution but the Company may before such expiry make an offer or agreement which would or might require equity securities to be allotted after such expiry and the directors may allot equity securities in pursuance of that offer or agreement as if this power had not expired.

NOTES:

1. THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the action you should take, you should consult your stockbroker, bank manager, solicitor, accountant or other professional adviser authorised under the Financial Services and Markets Act 2000 immediately.

2. Only the holders of ordinary shares are entitled to attend the meeting and vote. A member entitled to attend and vote may appoint a proxy or proxies to attend and, on a poll, to vote on his behalf. A proxy need not be a member of the Company.

3. A form of proxy is provided. To be effective, a form of proxy must be completed, signed and lodged at 1 & 2 Raymond Buildings, Gray's Inn, London WC 1 R SNR not later than 48 hours before the time of the meeting. Depositing a completed form of proxy will not preclude a member from attending the meeting and voting in person.

4. Copies of the following documents will be available for inspection at the Company's registered office, during normal business hours on any weekday (Saturdays and public holidays excepted) from the date of this notice until the day of the annua general meeting for 1 5 minutes prior to and during the meeting:

(a) the register of directors' interests in shares of the Company kept in accordance with section 325 of the Companies Act 1985; and
(b) copies of all service agreements under which directors of the Company are employed by the Company or any subsidiaries.