Section 1

Public Utilities Commission 5 WHEREAS, section 23A of the Public Utilities Commission Act (“the Act”) as amended, provides that notwithstanding anything contained in the Companies Act, Chapter 250, where an order to investigate the affairs of a company is sought in respect of a public utility provider, the order making the appointment, and the terms of appointment, of the Inspector shall be decided upon and made by the Minister of Public Utilities, either acting on his own application after consultation with the Public Utilities Commission or following an order of the Supreme Court to appoint an inspector under section 110(1) of the said Companies Act; AND WHEREAS, the Supreme Court ordered an Inspector to be appointed to investigate the affairs of the Belize Telecommunications Limited; AND WHEREAS, no such Inspector has yet been appointed; AND WHEREAS, the Minister, after consultation with the Public Utilities Commission, and after considering the Supreme Court order requiring an Inspector to be appointed to investigate the affairs of the Belize Telecommunications Limited, and noting that no Inspector has yet been appointed, has decided to make the appointment of an Inspector to investigate the affairs 6 Public Utilities Commission of the Belize Telecommunications Limited and to determine the terms of such appointment pursuant to section 23A of the Act. NOW, THEREFORE, the Minister of Public Utilities, acting pursuant to section 23A of the Act and all other powers thereunto him enabling, do hereby appoint MR. GEORGE SWIFT to be the Inspector into the affairs of the Belize Telecommunications Limited only in so far as such affairs have occurred since March 31, 2004; being the closing date of the last audited accounts of Belize Telecommunications Limited to be approved by shareholders of that company at an annual general meeting of Belize Telecommunications Limited (the “Company”). The Inspector shall specifically investigate and inquire into the following– (a) any lease agreement or agreements entered into by the Company during the said period; (b) the buyout of assets of International Telecommunications Company (“Intelco”) which is now in receivership, by the Company, including the assumption of Intelco’s debt with the Social Security Board by the Company in the amount of (c) the use of the Company’s assets as security for any purpose during the said period; (d) the payment of management and/or licence fees by the Company during the said period; (e) the payment of dividends by the Company during the said period, to some but not all of the Company’s shareholders. Public Utilities Commission 7 The Minister, pursuant to this appointment, draws the attention of the Inspector to certain matters notified to the Minister, including those matters set out in the Opinion dated 11 July, 2005 from Michael Young S.C. to the Company, namely– (i) the execution of a promissory note by the Company dated 31 August 2004 for the sum of US$7 million plus interest payable to the Alliance Bank on demand in connection with the proposed acquisition of Intelco assets by Belize Telecom Limited (“BT”); (ii) the invoice to the Company containing an “interim statement” of US$ 150,000 for professional services of Mayer Brown Rowe from a proposed US$85,000,000 bond offering by the Company; (iii) invoices to the Company from Weston Corporate Finance Inc. pursuant to a mandate letter dated 30 December 2004 in relation to the acquisition of Intelco assets; (iv) an invoice to the then Chairman of the Company (Jeffrey Prosser) from RBTT Merchant Bank of Trinidad and Tobago for in relation to an “arrangement fee” for a Fixed Rate Bridge loan to Belize Telecom; (v) invoices to the Company from Mr. Herbert Sampson in relation to work relating to Intelco; 8 Public Utilities Commission (vi) an invoice of “23/5” for BZ$10,000 from Youngs Law Firm addressed to the Company relating to the issue of “the acquisition of the Intelco Note and Security Interests” held by RBTT and issues in relation thereto; (vii) an invoice of “24/5” for BZ$15,000 from Youngs Law Firm addressed to Belize Telecom for services rendered in securing a loan of approximately US$26 million from RBTT to Belize Telecom in relation to the acquisition of the Intelco Note and security interests, which invoice was paid by the Company; (viii) any other expenses paid by the Company in relation to Intelco during the said period prior to 31 December 2004, such as (a) lease rentals to Mr. Oscar Sabido for BZ$9,000 per month (b) phone calls (c) New World Network charges; and (d) insurance charges; (ix) any other extraordinary expenses incurred by the Company during the said period at the instance of or in relation to, Innovative Communication Company (“ICC”) or Belize Tele communications Limited (“BT”) or any of their affiliates or subsidiaries. The Minister further draws the Inspector’s attention to the background to, and the passing of a resolution by, the Board of the Company on 31 December 2004 (the “Resolution”) in relation to an issuance of authorized share capital and the proposed sale of those shares to Belize Telecom and to the existence of information relating to the Resolution, and requires Public Utilities Commission 9 the Inspector to investigate thereon, including investigating the following• the purpose of the Resolution; • an explanation of the assessment of the value of the promissory note referred to therein or of Intelco’s assets; • an explanation of why any purchase of Intelco’s assets was not direct from the receiver and was instead by way of a security interest in those assets; • the rationale for selling the Company shares at approximately 17% of their market value at BZ$1.00; • an explanation of how it was in the best interests of the Company when the proposed sale enabled Mr. Jeffrey Prosser to acquire 54% shareholding at a cost of approximately one- sixth of the market value of the shares concerned; • an explanation of why it was in the Company’s best interests that it takes over RBTT’s exposure to Intelco who were in financial difficulties; • an explanation of whether the proposed sale constituted only part of a wider series of transactions designed to facilitate and provide a means for Mr. Jeffrey Prosser and/or Belize Telecom to acquire the assets of Intelco. The remuneration of the Inspector shall be determined by the Minister, after consultation with the Public Utilities 10 Public Utilities Commission Commission and the Inspector, in accordance with the scope of work to be performed, and shall be disclosed to the public by further Order. MADE by the Minister of Public Utilities this 26 day of August, Minister of Public Utilities