AU2001239988A1

AU2001239988A1 - Computerized provision of professional and administrative services

Info

Publication number: AU2001239988A1
Application number: AU2001239988A
Authority: AU
Inventors: Roderic Carlton Eugene Butler; Warren Cabral; David Lines; Roberta Montafia; Ruby Lorna Rawlins; Tammy Lynn Richardson
Original assignee: APPLEBY SPURLING AND KEMPE
Current assignee: Appleby Spurling & Kempe
Priority date: 2000-03-03
Filing date: 2001-03-02
Publication date: 2001-09-17
Also published as: US20030069735A1; GB0222841D0; CA2401451A1; EP1305729A2; GB2377299A; WO2001067281A2; WO2001067281A8

Description

COMPUTERIZED PROVISION OF PROFESSIONAL AND ADMINISTRATIVE

SERVICES

Description

Technical Field

This invention pertains to the field of service providers_providing professional and administrative services to clients via computer.

Background Art

McHugh, Josh, "Going Offshore on the Internet", Forbes, Sept. 8, 1997, describes an organization in Anguilla that purportedly uses the Internet to assist in the formation of an Anguillan corporation.

Talev, Margaret, "Same brush has touched opponents", The Tampa Tribune, Tampa, Florida, August 23, 1998, states that one of the candidates for Secretary of State of Florida "also said she would enable corporations to file their incorporation paperwork over the Internet" .

"Edge: Work-Group Computing Report", IAC (SM) Newsletter Database (TM) , EDGE Publishing, U.S.A., August 12, 1996, refers to "Web .LawPartner : Legal & Business Forms Online: Corporate model documents and forms, among other transactional documents."

"Adobe Systems, Inc. introduces interactive PDF Web forms; Portable Document Format", Information Today, U.S.A., March 1998, states "IncSpot provides lawyers and paralegals with an on-line library of more than 1,000 corporate forms and 3,000 procedural outlines in Adobe PDF."

"Software", Section: Supplement: 1995 Technology Directory, The American Lawyer, March 1995, p.55, U.S.A., mentions at least three companies that provide online services to corporate lawyers .

Disclosure of Invention

A system, method, and computer readable medium by which a provider (105) provides services to clients (102) via computer, comprising first computing means (103) by which a potential client (101) obtains access to register with the system. Coupled to the first computing means (103) are second computing means (104) partitioned into a plurality of private areas, wherein each private area is dedicated to a single client (102) , other clients (102) not being granted access to said private area. Coupled to the first computing means (103) and to the second computing means (104) are third computing means (106) to which the provider (105) has access but the clients (102) do not have access.

Brief Description of the Drawings

These and other more detailed and specific objects and features of the present invention are more fully disclosed in the following specification, reference being had to the accompanying drawings, in which:

Figure 1 is a general block diagram of the present invention.

Figure 2 is a block diagram illustrating the principal subcomponents of first computing means 103. Figure 3 is a flow diagram illustrating how a user registers with the system.

Figure 4 is a flow diagram illustrating how registered users 102 log into the system.

Figure 5 is a block diagram illustrating the principal components of client centre 118.

Figure 6 is a flow diagram illustrating how a user 102 initiates a process of incorporation.

Figure 7 is a flow diagram illustrating the second step of incorporation -- providing business information.

Figure 8 is a flow diagram illustrating the third step of incorporation -- giving information concerning shared capital .

Figure 9 is a flow diagram illustrating the fourth step of incorporation -- providing information concerning the owner.

Figure 10 is a flow diagram illustrating the fifth step of incorporation -- providing information concerning directors and officers.

Figure 11 is a flow diagram illustrating the sixth step of incorporation -- organisation review.

Figure 12 is a flow diagram illustrating the process of submitting the completed incorporation questionnaire and paying for the incorporation.

Figure 13 is a block diagram illustrating components of client centre 118 to which user 102 has access. Figure 14 is a block diagram illustrating components of the internal part of the system using the third computing means 106.

Figure 15 is a flow diagram illustrating how an internal user of the system conducts a search for existing information.

Figure 16 is a block diagram illustrating the organization of company details 511 stored within the system.

Figure 17 is a flow diagram showing searches that may be conducted using the quicksearch facility 507 and their results 529, 530, 531, and 532.

Figure 18 is a flow diagram of the quicklink facility 207 and the access by the administrator 105 to the company details 210.

Figure 19 is a block diagram illustrating components within administrative centre 603 within fourth computing means 602.

Figure 20 is a block diagram illustrating components within the block of incorporation in Bermuda 610.

Detailed Description of the Preferred Embodiments

This system can be used to provide many different types of professional and/or administrative services to users 102 who may have no experience in performing the requisite task. It is able to generate all relevant documentation and can calculate and collect any required fee. It performs all these tasks in a secure environment that allows access only to the relevant user 102 and administrator 105. The system streamlines the requisite service by changing it from a task- oriented system to a process-oriented system. This provides significant advantages in quality and efficiency. The specific system detailed in this description is for the incorporation of exempt limited liability companies in Bermuda, but it may be used for many other professional and administrative services.

Fig. 1 shows the three different types of user of the system. Unregistered users 101 access the system via the first computing means 103. Registered users 102 can go directly into the second computing means 104 whilst unregistered users 101 must first register through the first computing means 103. Administrator (s) 105 may directly access the third computing means 106 after first having been assigned a user name and password. This is the administrative or internal part of the system. They may also enter the second computing means 104 once they have registered. System support enters the system through the fourth computing means 602.

There is a direct relationship 107, 620 between the various computing means. The user 102 enters data via the first 103 and hence the second 104 computing means. This data is stored in a central database where it may be accessed both by the second computing means 104 and the third computing means 106. The fourth computing means 602 is directly linked to the first 103, second 104, and third 106, computing means. It provides access for support and maintenance of the system by system support 601. The first 103, second 104, third 106, and fourth 602 computing means are linked to each other and are normally hosted on the same computer, but may reside on two or more computers. Access may be made by users 101, 102, administrators 105 and system support 601 online, either through an open or closed network. They may therefore be remote to the computers on which the system is hosted. The operation of the system may also be conducted partly off-line with direct contact between the user 101, 102, administrators 105 and system support 601. The system also provides an automatic e-mail facility, so that at certain specified events, e-mails are sent to users 101, 102 and administrators 105.

Referring to Fig. 2, the first computing means 103 provides the user 101, 102 with details of the functions provided by the system. Any user 101, 102 may access the various public parts of the system from the first computing means 103. These public parts are a demonstration of the system 108, frequently asked questions 109, learn more about the system 110, and off line transactions 111. Users 101 who wish to register in order that they may enter the secure client area at the second computing means 104 may do so via registration module 112. Users 102 already registered on the system may log into the secure client area via log in module 113. For users 101 who do not wish to use the on-line system, an off-line method of incorporation is provided 111. Modules 108-113 may be implemented in hardware, firmware, software, and/or any combination thereof.

The registration process for access to the secure client centre at the second computing means 104 is shown in Fig. 3. From the first computing means 103, a user 101, 102 is taken to a registration screen 112 and must provide his or her full name and contact details, including the name of any company they may represent. They are also asked to provide a user name and password that must be input twice to ensure that it is correct . A preselected minimum number of letters or alphanumeric characters must be used to ensure a basic level of security. In order to be able to retrieve passwords that are forgotten, there is also a secret question and secret answer. Certain fields are mandatory and must be completed; these are marked accordingly. Once this data has been input, the user 101 is invited to click on a submit button. After clicking on the submit button, the data is checked at 114 to ensure that the appropriate fields have been completed, the two passwords correspond, and the minimum number of alphanumeric characters have been used for the user name and password. If an error is picked up at this stage, the data is sent back to the user 101 with an error message 115. The user is invited to correct the error and resubmit the data in order for it to be checked again at 114. This process continues until the data is correct. When the data that is submitted is correct, the user 101 is asked for confirmation at 116. At this stage, the user 101 may edit the data by clicking on a button in order to return 117 to the registration screen 112. Otherwise, they may enter the opening screen of the client centre 118.

The process for users 102 who have already registered is shown in Fig 4. Users 102 access the login screen 113 and provide their user name and password. If the password has been forgotten, they may click on a button which takes them to a screen 119 that enables them to retrieve this information. They are asked to provide their user name and e- mail address. Once this is provided, they then click on a button in order to retrieve the password. The next screen 120 provides them with the secret question originally provided during the registration process at 112. If they answer the question incorrectly, they will be asked the question again 121. Once answered correctly, they are provided with their username and password 122. They may then click through to the client centre 118, part of second computing means 104. All through this process, the user is provided with quickhelp and help buttons that they may press for further explanation to be provided.

Referring to Fig. 5, the client centre 118 lists for the benefit of the user 102 the names of any companies that the user 102 has started to incorporate using the system and the overall status of that incorporation. This separation of relevant data for each user 101, 102 is enabled due to the client centre 118 being partitioned into a plurality of secure private areas. Each area is distinct to any other and can be accessed only by a user 102 who has the appropriate user name and password. The names of the companies are hypertext links to the incorporation status screen for that particular company 130. The relevant part of the screen will remain blank for first time users 101, as they will not have incorporated any companies . There can be any number of company names that are listed. The client centre 118 also acts as a point of entry to other areas of the secure client centre 118 as well as the outside world. From the client centre 118 the user 102 may access the incorporation status screen 123. This provides the same information as the client centre 118 but is accessible from any part of the secure area. If the user 102 wishes to start a new incorporation, they may access the new company introduction screen 124. The user 102 may check the user profile 125 held by the system and the payment information screen 126 that provides details on payments that the user 102 has made using the system. The client centre 118 also provides the user 102 with general help 127, a log out facility 128, and the opportunity to contact the professional/administrative service supplier 129.

Fig. 6 details the start of the new company incorporation process. The user 102 enters new company introduction 123 from the client centre 118. This provides information about how the system works. From here the user 102 is invited to move to the first of the six steps of incorporation. The six steps are name reservation; business information; share capital; owners; directors and officers; and organisation details. To access these areas the user 102 may click on each hypertext link on the questionnaire home page 141 and will be taken through to name reservation review 142; business information introduction 143; share capital introduction 144; owners introduction 145; directors and officers introduction 146; and organisation introduction 147. From the questionnaire home screen 141, the user 102 may also return to the client centre 118. This first step after the new company introduction 123, however, is name introduction 131. This provides general information about company names and their requirements. After this is the name form 132 for the input of the data. At both name introduction and the name form, the user 102 may return to the previous screen. The user 102 is invited to choose the name of the company that they wish to incorporate and two alternatives. They must also provide the meaning of any initials used and whether there are any other companies registered in Bermuda with a similar name.

If the user 102 has incorporated a company before, they will be asked whether the detail relating to the current incorporation should be copied into this incorporation. At this stage, the user 102 can exit the system 133. This will give them two possible actions: either to go to the questionnaire home page 141 or to the client centre 118. If they remain at the name form 132, once the questions are completed, the user 102 clicks on the next button and the system checks the data to see that relevant responses have been provided 134. In the event that the questions have been answered incorrectly, an error message is created and the user 102 is taken to screen 135. This screen 135 identifies the errors and provides the user 102 with two options. They may ignore the errors 136 and move though to the questionnaire home page 141, where the name status will be shown as "in progress". Otherwise, they may correct the errors 137 by clicking on the hypertext link for the relevant question that will take them to a screen 137 that will allow the input of the correct answer. Once completed, they will be taken back to the error screen 138 if there are any further errors to correct. If there are not, they will be taken to the questionnaire home screen 141. In the event that the user 102 answered all the questions correctly on the first occasion, the user 102 will be taken from 132 to the review screen 140. If the user 102 is satisfied with the data input, they then click to accept it. This will take them to the questionnaire home page 141 that details the six steps of incorporation with the status of each one. The questionnaire home screen 141 allows the user 102 to control the incorporation process by providing an overview of progress for each of the six steps of incorporation. The steps are listed and the user 102 may click on each one to access the relevant material .

Fig. 7 shows the second step of incorporation -- providing business information. By clicking on the relevant hypertext link, the user 102 is taken to business information introduction 143. After this is the business information form 148, which requires input of the relevant data. The form 148 initially requires the user 102 to select from a list of descriptions the intended business of the company. If one of these is selected, the next box is automatically pre-populated with a fuller description. If the business intended by the user 102 is not in the drop-down list, they may complete the next box themselves. At this stage, the user 102 may exit 133 the screen. If they do not do this, then once the questions are completed, the user 102 clicks on the button marked "next" and the system then checks the data to see that relevant responses have been provided 134. In the event that the questions have been answered incorrectly, an error message is created and the user 102 is taken to screen 135. In the event that the user 102 answered all the questions correctly on the first occasion, the user 102 is taken from 148 to the review^' screen 149. If the user 102 is satisfied with the data input, they then click to accept it. This will take them to the questionnaire home page 141 that details the six steps of incorporation with the status of each one .

Fig. 8 shows the third step of incorporation -- giving information concerning share capital . Share capital information 144 provides an introduction to the user 102. After this is the share capital form 150 requiring input of the relevant data. The form initially requires the user 102 to select the appropriate currency from a pre-determined list. The user 102 must also input the monetary value of the share capital and the par value of the shares . When these are completed, the system then automatically calculates the number of shares available for issue. This is also shown. The user 102 is then asked whether the shares are to be sold at a price higher than par. If the answer is yes, the user 102 is provided with further space where they are requested to provide the amount. The user 102 is required to complete this before moving on. At any stage, the user 102 may exit 133 the screen. If they do not do this, then once the questions are completed, the user 102 clicks on the button marked "next" and the system then checks the data to see that relevant responses have been provided 134. In the event that the questions have been answered incorrectly, an error message is created and the user 102 is taken to screen 135. In the event that the user 102 answered all the questions correctly on the first occasion, the user 102 is taken from 150 to the share capital review 151. If the user 102 is satisfied with the data input, they then click to accept it. This will take them to the questionnaire home page 141 that details the six steps of incorporation with the status of each one .

Fig. 9 shows the fourth step of incorporation providing information concerning the owner. The opening screen 145 provides an introduction to the user 102. After this, the owner form 152 requires the user 102 to list the owner (s) of the company. The name, number of shares and the type of entity must be input. The percentage shareholding of the owner (s) is automatically calculated 152. If there are more owners than available boxes on the screen, the user 102 may add more boxes. Once completed, the user 102 clicks on the "next" button. The system checks the data 153 and if less/more than 100% of the shares are listed by the user 102 as having been taken by the owner (s), the user 102 is then taken back to owner form 152 and an error message is provided. The user 102 must correct this before moving to the next screen. If the data input by the user 102 is correct, then the system selects the appropriate owner type screens to be presented to the user 102. There are four possible types of entity: public limited liability company

154, an individual 155, a trust 156, and a private company 157. Any types of entity not represented by the owner (s) are by-passed. If there is more than one owner of the same type of entity, the relevant screen is provided as many times as are necessary until each owner is dealt with. If the owner of the company being incorporated is a public limited company, the public limited liability screen is provided 154. The user 102 must provide the name of that company, the stock exchange on which it is listed, and the stock ticker symbol. Once completed, the data is checked to ensure that all relevant boxes are completed, and the user 102 is moved to either the next owner type screen 155, 156 or 157, or if the public limited liability company was the only owner, the owner review screen 158. If one or more of the owners was an individual, the user 102 will enter the individual screen

155. Here the user 102 must provide the name and address of the individual and their occupation, nationality and date of birth. As many individual screens will be provided as there are individuals. Once completed, the data is checked to ensure that all relevant boxes are completed, and the user 102 is moved to either the next owner screen 156 or 157, or if the • individual (s) was the only owner, the owner review 158. If one or more of the owners was a trust, the user 102 will enter the trust screen 156. The user 102 is required to state the type of trust, the date of settlement, and the country of settlement. The names and entity types of the settlor, trustee (s) and beneficiary (ies) must also be provided, together with a discretionary box that allows the owner to provide additional comments. Once this is done, the user 102 then clicks "next" and is taken through to the entity screens again 154, 155, 156 and 157 in order to provide the relevant information about the settlor, trustee (s) , and beneficary (ies) .

This process will continue until the ultimate ownership of the trust is provided. Once this has been established, the user 102 will then move through to the last entity type screen for a private company 157, or if there is no other entity type, the owner review screen 158. If one or more of the owners was a private company, the user 102 will enter the private company screen 157. At this screen, the user 102 must provide the place of incorporation and the address of the private company. The screen then requires the user 102 to say whether or not the private company is 100% owned (either directly or not) by one parent entity. If the company is owned by one parent entity, the user 102 clicks on the appropriate button and two additional boxes appear. The user 102 must provide the name of the parent entity and the entity type, and then click on next, and is taken through to the appropriate entity screen (154, 155, 156 or 157) in order to provide the relevant information about the parent entity. Once this has been established, the user 102 will then move through to the owner review 158. If the private company is not owned 100% by a parent entity, the user 102 clicks on the appropriate button and an additional question appears. The user 102 must answer the question whether there are more than 25 shareholders in the private company. If there are, additional boxes appear and the user 102 must provide details of all those people and/or entities who have more than 5% of the ownership. When this information has been provided, the user 102 clicks on next and is taken through to the appropriate entity screen (s) (154, 155, 156 and/or 157) in order to provide the relevant information about the parent entity. Once this has been established, the user 102 will then move through to the owner review 158. If there are not over 25 shareholders, additional boxes appear and the user 102 must provide details of all those people and/or entities. When this information has been provided, the user 102 clicks on next and is taken through to the appropriate entity screen (s) (154, 155, 156 and/or 157) in order to provide the relevant information about the parent entity. Once this has been established, the user 102 will then move through to the owner review 158.

Fig. 10 shows the fifth step of incorporation providing information concerning directors and officers. From the questionnaire home page 141, the user 102 enters the directors & officers introduction 146. The user 102 is then required to provide the names of the directors, their title, and any officers they wish to appoint 159. The form is pre- filled with certain names as part of the service offering. Once completed, the user 102 clicks on the next button and is taken through to a screen 160 where the contact details, occupation and date of birth of the directors & officers are required. This screen will be repeated 161 for as many names the user 102 provided. Once this has been done, the user 102 is taken through to a review 162 where the information that has been input may be reviewed and amended if necessary. The user 102 is then taken through to the questionnaire home screen 141. Fig. 11 shows the sixth and final step of incorporation --organisation review. From the questionnaire home page 140, the user 102 enters the organisation introduction 147 and then the first details screen 163. Here the user 102 is asked a variety of questions. Where will the share certificate be held? Will the company establish a business office in Bermuda? Is a Bermuda Bank required? Who is to do the bookkeeping services? Have you selected an auditor? Date of financial year end? First accounting period? Answers may be supplied with either a click box or a text entry box. The user 102 may then go through to the next details screen 164. Here the user 102 is asked for the names and contact details for administration and billing. Once completed, the user 102 clicks on the next button and is taken through to another question screen 165 where the user 102 is asked if they have any further instructions. Once this has been done, the user 102 is taken through to a organisation review 166 where the information that has been input may be reviewed and amended if necessary. The user 102 is then taken through to the questionnaire home screen 141. At this stage, the six questions of incorporation should now be complete. If there are any incomplete questions, the user 102 must access the relevant step and answer the outstanding questions. Once the six steps of incorporation are complete, the user 102 clicks on the submit button 167.

When the user 101, 102 has finished the six steps of incorporation, the questionnaire may then be submitted 167 and the payment process begins as illustrated in Fig. 12. The user 102 is taken to an additional information screen 168. This requests general information as to why the user 102 has incorporated a company in Bermuda; how did it hear of the service; and what did it think of the service? Once these questions have been answered, the user 102 moves through the payment options screen 169. This screen provides the user 102 with the amount due and four different payment options: credit card 170; wire transfer 171; certified cheque 172; and trust account 173. The user 102 selects the appropriate method of payment and is taken through to the respective screen 170, 171, 172, or 173. If credit card payment is chosen, the user 102 is taken to the credit card payments screen 170 that requests the name on the card; the card number; and the expiry date. Once these are completed, the user 102 must click on a box stating that the legal terms and conditions of the service are accepted. The legal terms and conditions are provided on a separate screen 174 that the user 102 may access and the terms include the law that governs the agreement. Once completed, the user 102 is taken to a confirmation page 175 where the relevant data may be checked before final acceptance. After acceptance, the user 102 is taken through to the client centre 118. If wire transfer is chosen, the user 102 is taken to the wire transfer screen 171 that provides the providers full wire transfer details. The user 102 may print this off so that a wire transfer may be completed. Once the details have been noted, the user 102 must click on a box stating that the legal terms and conditions of the service are accepted. The legal terms and conditions are provided on a separate screen 174 that the user 102 may access.

Once completed, the user 102 is taken to a confirmation page 175 where the relevant data may be checked before final acceptance. After acceptance, the user 102 is taken through to the client centre 118. If a certified cheque is chosen, the user 102 is taken to the certified cheque screen 172 that supplies the providers full payment details and address for posting. The user 102 may print this off so that the payment may be completed. Once the details have been noted, the user 102 must click on a box stating that the legal terms and conditions of the service are accepted. The legal terms and conditions are provided on a separate screen 174 that the user 102 may access. Once completed, the user 102 is taken to a confirmation page 175 where the relevant data may be checked before final acceptance. After acceptance, the user 102 is taken through to the client centre 118. If payment from a trust account is chosen, the user 102 is taken to the trust account screen 173 that enables the user 102 to provide the full details of the trust account. This includes the name of the trust; client name; client number; matter name; currency of the trust; and the responsible attorney. Once the details have been noted, the user 102 must click on a box stating that the legal terms and conditions of the service are accepted. The legal terms and conditions are provided on a separate screen 174 that the user 102 may access. Once completed, the user 102 is taken to a confirmation page 175 where the relevant data may be checked before final acceptance. After acceptance, the user 102 is taken through to the client centre 118.

Referring to Figure 13, when accessing the client centre 118, the user 102 is provided with a list of the companies that he or she has incorporated or is incorporating. The name of each company is a hypertext link through to the status page 176 of the particular company. This provides a list of the various actions that form part of the incorporation process, each of which in turn is a hypertext link through to the status page of that particular action. These are, the questionnaire 177; payment 178; name reservation 179; pre-incorporation documents 180; application to authority 181; company incorporation 182; organisation minutes 183; directors and officers appointments 184; and certificate of incorporation 185. As actions take place, the status is altered so that the user 102 is kept informed of progress. When the user 102 accesses the pre-incorporation documents 180, not only is the status shown, but the various pre-incorporation relevant documents are also provided. The user 102 may click on the document that he/she wishes to view, and the document appears on screen. The documents are in a particular format that allows the user 102 access, and they may print them off, but they cannot alter them.

At all times during the registration process, the user 102 may access the system to find out the latest information relating to any incorporation that they have access to. This information is provided at the client centre 118. This is the case whether the information for the incorporation is input directly by the user 102 or is conducted offline 111 through the use of a written questionnaire that is sent to the system provider for input by an administrator. At all times, the status of the various stages of the incorporation is updated to reflect current events by the relevant administrator .

Fig. 14 shows the opening screens for the internal part of the system 106, 602. The administrator level 4 501 accesses the internal part of the system through the third computing means 106. As the system may be multi- jurisdictional, once having entered the system, the administrator level 4 501 is provided with access to those jurisdictions for which he/she has access 502. Once the jurisdiction is chosen, the administrator level 4 501 is taken to the internal client centre 503. The internal client centre 503 provides the administrator level 4 501 with a number of choices. These are: new company introduction 124; user search 504; log out 505; new company 506; quick search 507; quick link 508; and questionnaire home page 141.

If the administrator level 4 501 wishes to create a new company, he/she clicks on the relevant hypertext link and is taken through to the equivalent page within the internal site to the external new company introduction screen 124. The incorporation process for a new company is the same in the internal part of the system 106, 602 as for the external system 103, 104. The administrator level 4 501 may access a user search facility 504. Referring to Fig. 15, this enables a search to be made using the first and last names of the users 102 of the system and the name of any companies incorporated using the system. By clicking on the link, the administrator level 4 501 is taken to a screen 504 that allows the required search to be made. Upon the search having been done, a screen appears providing the results 509. The results are a list detailing the client name(s), the client number (s) and the name of the company (ies) that is/are incorporated. The client name(s) and compan (ies) incorporated are hypertext links through to the client details 510 and company details 511, respectively. Referring back to Fig. 14, the administrator level 4 501 may log out of the system 505. Links are provided to new companies so that the status of payment may be noted 506. Once the payment has been input, the status changes and the administrator is returned to the internal client centre 503. If part payment is made, this is reflected in the status, and the administrator may return to record a further payment 506 until the total due is received. A quick search may be performed 507. The administrator level 4 501 inputs the details to be searched and then must select the search type. The search type may be the company; business type; client number; lawyer; corporate administrator; or id administrator. Upon the search having been carried out, the results are listed 507 with the company name; the lawyer; the corporate administrator and the incorporation administrator. These are all hypertext links. The company link takes you through to the company details 511.

Referring to Fig. 16, from the company details 511 the administrator level 4 may access a wide variety of information. The lawyer 512; the corporate administrator 513; client name 514; administrative contact 515; and the incorporation administrator 530 all take you through to the contact details of the respective parties. The client number 529 allows the administrator level 4 501 to assign a reference number to the client for accounting purposes. Assignment 531 takes the administrator level 4 501 to a screen 531 where the id administrator; lawyer; document administrator; document lawyer 1 and document lawyer 2 may be appointed. There is also a facility whereby the administrator level 4 501 may click on a tick box so that the system automatically sends an e-mail to the id administrator, lawyer and document administrator. Company details 511 also provides access to information provided by the external questionnaire home page 141 with links through to the relevant screens -- name reservation; business information; share capital; owner; directors and officers; and organisation. The administrator level 4 501 may also add notes to each of these screens. The administrator level 4 501 may also review the questionnaire notes 528 which are a compilation of all the notes from the question screens. Upon the administrator level 4 501 clicking on the relevant hypertext link, the company details 511 also provide contact details for the lawyer 512; corporate administrator 513; and client 514. The company details 511 provide status pages for the nine internal steps of incorporation. These are the questionnaire 516; payment 517; name reservation 518; pre- incorporation documents 519; application to authority 520; company incorporated 521; organisational minutes 522; directors or officers 523; and certificate of incorporation 524. There are also step notes 525 that are notes input by administrator level 4 501 referring to the company that is being incorporated. The company details 511 also provide access to view downloadable documents 526 and connect to fileserver 527. The view downloadable documents screen 526 allows the administrator level 4 501 to view various pre- incorporation documents that have been created by the system. These are in a particular format that allows the user 102 access and they may print them off, but they cannot alter them.

The administrator level 4 501 may both access and alter the documents. The administrator level 4 501 clicks on the document that he/she wishes to view and the document appears on screen. Connect to fileserver 527 allows the administrator level 4 501 to view all other documents that the system produces. The administrator level 4 501 may also generate documents 533. By clicking on this facility, the administrator level 4 501 is taken through to a screen with a list of documents that all have click boxes. By clicking on the click boxes, the administrator level 4 501 identifies the documents for the system to produce. Once this has been done, the administrator level 4 501 clicks on the submit button and is returned to company details 511 whilst the system prints the documents. The administrator level 4 501 may also provide the document details 532. These are the date of incorporation and the date of the statutory meeting. By clicking on the document details hypertext link, the administrator level 4 501 is taken to a screen, where the date of incorporation and the date of the statutory meeting may be provided. After inputting the data, the administrator level 4 501 is taken back to the company details screen 511.

Referring to Fig. 14, quicklink 508 lists the companies that have been assigned to the administrator level 4 501. Upon clicking on the company names, the administrator level 4 501 is taken through to the company details 511. The administrator level 4 501 may also access the questionnaire home pages 141 for any companies that they begun to incorporate. Such companies are listed as hypertext links through to those questionnaire home pages 141. The system provides different levels of access to administrators. This provides flexibility and security so that various parties may view those parts of the site relevant to them whilst others may change data and operate the system. Administrator level 4 501 has access to all parts of the system and may alter data and assign tasks. Administrator level 1 201 has the same access as administrator level 4 501 save that he/she may not write notes, assign tasks 531, generate documents 533, input a client number 529, or provide document details 532. An administrator level 2 301 has the same access as administrator level 4 501 save that he/she may not generate documents 533 or assign tasks 531. An administrator level 3 401 has the same access as administrator level 4 501 save that he/she may not assign tasks 531.

Referring to Fig. 1, the system requires support and maintenance. System support 601 is provided through the fourth computing means 602. Access is through a screen 602 that requires the input of a user name and password. There is a direct relationship 620 between the fourth computing means 602 and the third computing means 106.

Upon system support 601 having entered the secure area through the fourth computing means 602, they enter an administration centre 603 as illustrated in Fig. 19. The administration centre 603 is a secure area, but unlike the third computing means 106, it is not split into plurality of private areas. The fourth computing means 602 allows system support 601 to alter data throughout the system, both in the internal and external parts of the system. This enables, for example, fees to be changed or new system users 102 to be added. The administration centre 603 has a number of hypertext links that allow the system support 601 to access various parts of the secure area. These are control table 604; employee types 605; error table 606; currency 607; currency exchange rate 608; user 609; administration centre 603; incorporation Bermuda 610; and incorporation Cayman 611. In order to access these various areas of the fourth computing means 602, system support 601 clicks on the respective hypertext links at the administration centre 603. When accessing control table 604, employee type 605, error table 606, currency 607 and currency exchange rate 608, system support 601 is provided with the means to alter the respective data for those particular screens. Once amended, system support 601 is taken back to the administration centre 603. When system support 601 clicks on the hypertext link for user and is taken through to the user screen 609, he/she is provided with a search facility in order to find relative data for each particular user. There is also the facility to add users to the system. If the system support 601 wishes to add a new user, the relevant button is clicked and new boxes appear which enable the data to be input. Upon finishing at the user screen 609, system support 601 is taken back to the administration centre 603. The fourth computing means 602 may also provide access to linked systems that provide the same service in other areas or jurisdictions.

On the current system that is being described, incorporations may take place in various jurisdictions. Therefore, at the administration centre 603, system support 601 is provided with the opportunity of accessing the pertinent data for the various jurisdictions. In the current system being described, these are incorporation in Bermuda 610 and incorporation in the Cayman Islands 611. By clicking on the respective hypertext links for those two jurisdictions, the system support 601 is taken through to the respective screens which are incorporation in Bermuda 610 and incorporation in the Cayman Islands 611. From here, they are provided with several hypertext links that provide them with access to the respective data for that particular jurisdiction. Therefore, as illustrated in Fig. 20, system support 601 that accesses incorporation Bermuda 610 is provided with hypertext links to help/examples 612; fees 613; government fee matrix 614; reports search 615; users 616; business type 617; banks 618; and delete an incorporation 619. Access by system support 601 to help/examples 612, fees 613, government fee matrix 614 and business type 617, takes the system support 601 to the relevant screens where they may alter the respective data. Once completed, they are then taken back to incorporation Bermuda 610. When system support 601 accesses reports search 615, they are provided with the ability to perform a search for financial reports. This permits them to put in various dates, and the system will calculate the reports that are to be produced. Once completed, system support 601 is then taken back to incorporation Bermuda 610. When system support 601 accesses users 616, they are provided with the facility for searching each individual user and also to add new users to the system. When the system support 601 adds a new user, they also state the access level. Upon finishing at this screen, system support 601 is taken back to incorporation Bermuda 610. When system support 601 accesses delete incorporation 619, system support 601 is provided with the ability to click on a particular incorporation from pre-selected lists of all the incorporations on that part of the system and to delete that incorporation. Upon their finishing at this screen, they are then taken back to incorporation Bermuda 610. At all stages, the system support 601 is provided with a link back to the administration centre 603. The following are some examples of e-mails that are issued by the service provider pursuant to the present invention.

Thank you for submitting an Incorporation for Just AS&K Inc.

Once your questionnaire has been approved we will e-mail you a list of client deliverables.

Sincerely,

Appelby Spurling & Kempe

Dear «ClientName»,

RE: «IncName»

Your Questionnaire has been approved and we are proceeding with the incorporation of the company. Before we can submit the application to the Bermuda Authorities for approval, you are required to sign, have witnessed (where indicated) and return the following documentation:

Personal Declarations Shareholders Proxy Subscription Sheet Consent to Short Notice

These documents are available for downloading online from your Secure Client Centre and must be downloaded in Adobe PDF format. Each document file will contain completion and submission instructions. To download the document, follow these simple steps:

1. Connect to the Internet

2. Go to https://scc.ask.bm/_mem_bin/FormsLogin.asp

3. Enter your login and password (created when you registered)

4. Click on «IncName» in your companies list

5. Click on Required Preincorporation Documents in your Incorporation Status List

6. The documents available for download are listed at the bottom of the page

In order to expedite your incorporation you will need to return the above documents to our office by facsimile at 441-295-0787 as soon as possible, or you may send them by overnight express to: Incorporations Department, Cedar House, 41 Cedar Avenue, Hamilton HM 12, Bermuda.

Sincerely

Incorporations Department Appleby Spurling & Kempe

Do you have questions about the status of your incorporation? Visit the web site (http://www.justaskinc.bm). We will be updating you on the status of your incorporation online. Just Login and click on the name ofthe new company you are incorporating for an updated status report. From: Customer Service (justaskinc@ask.bm)

Sub: Update for «IncName» («WebClientNumber»)

0 Maximum width, 70 characters 0

Dear «ClientN.ame»

RE: «IncName»

Your Questionnaire has been reviewed and we are proceeding with the incorporation of «IncName». Before we can submit the application to the Bermuda Authorities for approval, you are required to sign, have witnessed (where indicated) and return the following documentation:

Personal Declarations Shareholders Proxy Subscription Sheet Short Notice

The documents are available for download online from your Secure Client Centre. The documents are ready for download in Adobe PDF format and each document file will contain completion and submission instructions. To download the document, follow these simple steps:

1. Connect to the Internet

2. Go to http://www.justaskinc.bm/login.asp

3. Enter your login and password (created when you registered)

4. Click on «IncName» in your companies list

5. The documents available for download are listed at the bottom of the page

In order to expedite your incorporation you will need to return the above documents to our office as soon as possible.

Sincerely

Incorporations Department Appleby Spurling & Kempe

Do you have questions about the status of your incorporation? Visit the web site (http://www.justaskinc.com). We will be updating you on the status of your incorporation online. Just Login and click on the name ofthe new company you are incorporating for an updated status report. Dear «ClientName»,

Thank you for using Just AS&K [Inc] to incorporate your Bermuda company. We will begin the process of incorporating your company once your payment has been received.

According to our records, you have selected to pay by way of «PaymentMethod» for the incorporation of «IncName». The cost of incorporation is «AmountToBePaid» USD.

Please note that the incorporation process is dependent on the Bermuda Authorities who carefully vet all applications. The incorporation process is usually completed within 2-3 working days of submission to the Bermuda Authorities.

If you have any questions, or require further assistance in remitting your payment, please contact us at justaskinc@ask.bm.

Sincerely,

Incorporations Department Appleby Spurling & Kempe

Dear «ClientName»,

Thank you for using Just AS&K [hie] to incorporate your Bermuda company . We will begin the process of incorporating your company once payment has been verified.

According to our records, you have selected to pay utilising funds currently held in an existing trust account for the incorporation of «IncName». The cost of incorporation is «AmountToBePaid» USD.

For your protection, our accounting department may require further information or verbal authorisation prior to the use of the trust funds.

Sincerely,

Incorporations Department Appleby Spurling & Kempe

Dear «Client Name»,

This message is to notify you that your payment for the incorporation of «Inc_Name» has not been received yet.

Sincerely,

Appelby Spurling & Kempe

Dear «Client Name»,

Thank you, your payment for the incorporation of «Inc_Name» has been received. We will be e-mailing a list of client deliverables soon.

Sincerely,

Appelby Spurlmg & Kempe

Dear «ClientName»,

Thank you. Your "«PaymentMethod»" payment for the incoφoration of «IncName» has been received and the incoφoration process has begun!

Once your Questionnaire has been approved by our Incoφorations Team for submission to the Bermuda Authorities, you will receive documents that will require your immediate attention. Please watch for another e-mail arriving in the next day or so with more information.

Please note that the incoφoration process is dependent on the Bermuda Authorities who carefully vet all applications. The incoφoration process is usually completed within 2-3 working days of submission to the Bermuda Authorities.

Sincerely

Incoφorations Department Appleby Spurling & Kempe

Do you have questions about the status of your incoφoration? Visit the web site (http://www.justaskinc.bm). We will be updating the status of your incoφoration online. Just Login and click on the name ofthe new company you are incoφorating for an updated status report.

Dear «ClientName»,

According to our records, payment has not yet been received for the incoφoration of «IncName». Upon submission ofthe Questionnaire, you chose to pay by way of «PaymentMethod». The cost of incoφoration is «AmountToBePaid» USD.

To ensure your payment is correctly received, please reply to this e-mail with any additional payment details you can provide (such as the date payment was sent, the amount, etc.).

If you have already submitted your payment, please accept our thanks and disregard this e-mail.

Sincerely,

Incoφorations Department Appleby Spurling & Kempe

Dear «ClientName»,

We are pleased to confirm that «IncName» was successfully incoφorated on «IncDate».

Before «IncName» can transact any business, the organisational stage ofthe incoφoration process needs to be completed in full. Another e-mail will be arriving in the next day or so to provide you with more information.

Sincerely

Incoφorations Department Appleby Spurling & Kempe

Do you have questions about the status of your incoφoration? Visit the Just AS&K [Inc] web site (http://www.justaskinc.bm). We will update the status of your incoφoration online. Just Login and click on the name ofthe new company you are incoφorating for an updated status report.

Dear «ClientName»,

We are pleased to confirm that the incoφoration and organisation process is complete and «IncName» can now transact business.

Please be advised that the records and files of «IncName» are under the administration ofthe assigned A.S. & K. Services Ltd. Coφorate Administrator, «CoφAdmin», to whom all future communications should now be referred.

Once again thank you for using Just AS&K [Inc].

Sincerely

Incoφorations Department Appleby Spurling & Kempe

Please note, you can now copy and amend the information in the «IncName» Questionnaire for any future incoφoration. This will greatly speed up the process. You can also return to the Just AS&K [Inc] web site (http://www.justaskinc.bm) to review the «IncName» Questionnaire and to down load any documents created during the incoφoration process.

List of Client Deliverables

RE: «Inc_Name»

We are proceeding with the organisation ofthe above named Company and have available the following documentation on your Secure Client Centre for signature and return:-

Personal Declarations Shareholders Proxy Subscription Sheet Short Notice

It would be appreciated if you could arrange to have the above-mentioned documents signed and witnessed, where indicated, and returned to this office as soon as possible.

Yours faithfully,

APPLEBY SPURLING & KEMPE

The following is a functional description of the present invention:

Executive Summary

Scope

The Project Inc. System (the "System") is a web-based registration and document generation solution for 'online' incorporations. Project Inc. will allow clients, both internal and external, the opportunity to incorporate online. The System will allow web-based clients access to a registration section of the site where they will register with the web system. Internal users will be pre-registered.

User Profile

In order to build a system that will meet the needs of both AS&K clients and internal staff, the Team created a profile of potential users. A sampling of new incoφorations was conducted to assess the interest and technical environment of our clients. Responses were very encouraging. All clients expressed interest in the use of the System; all but two said it would play a part in their choice of jurisdiction, and all possess the technical capability to utilise the System. Only one stated they would not consider payment by credit card.

Internal users were queried as well and uniformly expressed their support for the project. All internal users have the appropriate technical environment required to utilise the system.

Risk Management

During the project planning sessions all potential project risks were identified, analysed and then ranked based on exposure. The project risks were identified by the nature of the risk and the result should the risk prove true. The list of potential risks was ranked based on an exposure formula that took into account probability and impact. This formula allowed the project team to rank the risks from highest exposure to the lowest.

The System will run on two servers, one to act as the web server responsible for user registration, authentication, personalisation, payment, web page delivery and document creation and the other server will store site data, client data and document templates. Infrastructure software will be based on Microsoft operating software, Intemet Development Platform and database software. Working as a web application, accessible to clients over the Internet, the web server will require a full-time 24-hour, dedicated connection to the Internet. The current AS&K Intemet connection can be used to internally host the web site, however the connection should be monitored closely to ensure adequate bandwidth is available to clients accessing the System.

Security

The system will be physically hosted in AS&K's current server environment, behind the existing AS&K firewall. The System will be secured to protect the internal network and client data. Clients and internal users will access the System on a secured log-in and password basis. All system questionnaires and credit payment forms will be encrypted using 40-bit Secure Sockets Layer to ensure that client data being submitted over the Internet is protected from unauthorised viewing.

Feature Integration

It is important to balance the features desired in the first release with the available resources and the time-to-market requirements. Various features have been identified as being acceptable features for delivery in the first version such as integration with Faxination, email and Legal Ease. CMS presents several unique issues and it is felt that logistically it would be best to initiate integration development in the second version. Secretariat, or its successor software, will also be integrated in a later version.

Marketing Strategy

In the legal profession there are few tangible products. The System is a tangible product making it easier to market than our intangible services. There is the added advantage of being first to market with a very distinctive product. It is proposed that the Firm use a mixture of tools to promote the System to existing and prospective clients. The activities would be geared to communicating the System's capabilities and to position AS&K as leaders in the marketplace. The mix would include development of promotional pieces, print and electronic advertising, direct mail, publicity through article placement, individual client presentations and seminars in key cities.

Project Cost

The resources required in the Development Plan and their associated per diem rates primarily determine development costs. In addition, allowances are made in the costing for variances between the project schedule and the actual required development time. Expenses and capital costs are also extra. Approach

What are MSF and the Functional Specification?

The Microsoft Solutions Framework (MSF) "...is a suite of models, principles, and guides for building and deploying distributed enterprise systems. It helps organisations align business and technology objectives, reduce the lifecycle costs of using new technology, and successfully deploy technology to streamline business processes."

NexGen and Web Front have used MSF to successfully lead teams through the development of technology solutions for organisations in Bermuda and across North America. MSF guides the project team through a three-phased approach to solution definition and development. The three phases include:

Planning: During the planning phase an analysis of the project vision and scope is conducted, specifications are produced and project plans and overall architecture documents are prepared.

Building: Continuing from the planning phase, the building phase turns the business specifications into detailed technical models and ultimately finished application code. During this phase the system is actually developed, turning concepts into solutions.

Managing: Following the launch of the solution, the project team is guided through the ongoing support of the solution in the managing phase. This phase constitutes the day-to-day operations of the system, the updates and maintenance to the system and the preparation for the next Planning phase.

The functionality specification is one of the main deliverables by the project team during the planning phase. It is an outline of the solution development goals, objectives and plans. The functionality specification provides tie project team with a working document that outlines the vision and scope for the solution, the detailed analysis of workflow, business requirements and technical implications.

In essence, the functional specification defines what the system will do but cbes not tell the user how the system will be built. It represents a "contract" between the users and the developers focusing on functionality, not technical detail. For this reason, it must be written in a context that can be understood by all users. The completed functionality specification is passed on by the project team to the development lead to begin the preparation of the detailed technical models and sets the beginning of the Building phase.

nctional Specification Organized?

The organisation of the Functional Specification is as important as its content. Information is presented to the user in well-defined sections:

Vision/Scope: Provides a general, conceptual overview of what the system will do. This is generally a restatement of the Project Charter's vision statement. The vision/scope provides a high- level description of the system that will allow the sponsors/stake holders to quickly understand what they are going to get for their money.

Context Diagram: Provides a general description of how the system will interact with its environment. The context provides the sponsors/stake holders with an understanding of any external dependencies.

Site Maps: Provides a detailed description of how the user will interact with the system to complete a workflow. Each key workflow is described in a storyboard and each system feature is described in at least one storyboard. System features that are not critical to the completion of a workflow can be considered optional. In this way, storyboards help to focus attention on required features and thus reduces the opportunity for 'feature creep". The Site Maps also provide guidance to the testers on developing the test plan. The user education manager can also use the Site Maps to organize the user documentation.

Workflow Provides a general description of the user workflows and how the system will enhance or change those workflows.

Modules: This section provides a catalog of all modules and their features. Because each module or feature is described in a site map or storyboard, this section can be considered optional. However, a detailed catalog of features for a complex system will reduce design time because the designers will not need to mine the storyboards to find all the system features. U.I. Components: The User Interface (U.I.) Components section catalogs the menus, controls, messages and screens required to build the system. Like the Modules section, it is included as a guide for the implementation team as well as an alternate means to look up information in the specification.

Appendices Although we have documented the features required and the user interface, our work is not fully done. must also include appropriate sections that cover the collateral activities of developing and implementing an application. Because these activities vary from application to application, we choose to include them as Appendices. They are no less important to the successful completion of the project.

Glossary: This section documents the objects that the system will manipulate. In effect, it provides a very high-level data dictionary that will become more detailed in the design document.

Whose Perspective is taken in the Functional Specification?

This Functional Specification primarily defines the product as seen by the user. It specifies the operation, purpose, and external appearance of the application while avoiding much of its internal complexity. Emphasis is placed on what the application will do, not how it will be done.

A Team Approach to Development

Integral to the planning of the solution development is the allocation of resources and estimation of development costs (based on the project schedule). Resources are allocated to the project based on a Team Approach to solution development. Each product (or solutions) team contains representation from six project roles: Product Manager, Program Manager, Logistics, Developer, Testing and User Education.

The Product Manager represents the client and is responsible for articulating the project vision. The Program Manager is responsible for the project schedule, resources management and management of deliverables. Logistics manages coordination of all activities, while Developer and Testing roles are obvious. User Education is responsible for all product documentation and user training. Problem Statement

It was identified by the staff at AS&K that the process of incorporating a company in Bermuda could be extended beyond the traditional phone and fax methods to an online web-based process. The identification of this new incoφoration process was not the result of any shortcomings in the current offering of AS&K, but the response to what appears to be an expanding market opportunity.

It was the considered opinion of the project team that clients would appreciate the ability to utilise the Internet as a communications vehicle to expedite the transfer of information required to initiate a Bermuda incoφoration. The web site would offer an alternative to the paper-based questionnaire currently completed by persons wishing to incoφorate.

This data collection would involve creating a web-based solution that would allow for the initiation of an application to incoφorate "online", on the AS&K web site.

It was further identified that the AS&K Incoφorations Department could benefit from a document creation tool. Currently all incorporation documents are prepared by AS&K through the entry of questionnaire data onto individual Microsoft Ward documents. These documents are then printed and packaged for delivery.

An Intranet-based document creation tool could^" use the information gathered in the online questionnaire to pre-populate the necessary Microsoft Word incoφoration documents, (t should be noted, over 35 documents were identified as requiring some form of data insertion into a template!)

In order to be considered successful, the new online incorporation system would have to offer AS&K benefits through:

?? Improved speed and efficiency in the overall incoφorations process;

?? Offer an opportunity to market the firm as a technology leader;

?? Tap into the market share potential offered by the Intemet; and

?? Reduce the overall internal cost of preparing an incoφoration.

Once completed, the new online incorporation system could be extended to market other AS&K services to rew clients. It was identified that the solution could be extended in future releases to market other AS&K services, AS&K affiliates and services of other complementary entities. Such opportunities would be reviewed in a future planning or enhancement project phase. Vision

Overview

The Vision Statement for the project is the expansive view of what the solution can contain and the impact it can have on the organisation and its users. It is the all- encompassing statement that focuses the project team on the long-term goals, motivates the developers and illustrates the forward-thinking approach to long-term success.

Project Inc. Vision Statement

During pre-planning meetings, the project team arrived at the following Vision Statement for Project Inc.:

"...to improve the speed and efficiency of incoφorations via an electronic process which will enable clients to incoφorate a Bermuda company on a 'virtual' basis from any jurisdiction thereby improving client service and highlighting the firm as a technological leader. "

Scope

Overview

The project scope defines what part(s) of the vision can be accomplished within the project constraints. While the project team is focused on the vision, the balance of resources and ship date will ultimately dictate the definition of features within the scope.

The project scope, completed in the planning phase, outlines the features that will be delivered in this phase of project development. Should the development team run into unexpected delays, trade-off decisions regarding features may be required. It is the priority matrix ^• that will assist the Project Team in making the required trade-off decisions.

°hased Approach, Versioned Releases

Following the process model outlined in MSF, Project Inc. will be managed in a phased approach to solution development with versioned releases. As noted in the Introduction (please see, What are MSF and the Functional Specification?, organisation of project activities is divided into three major phases which includes Planning, Building and Managing.

A versioned release is the first complete iteration of the three solution development phases (planning, building and managing) by the project team. Following Version One', the project team analyses the successes, failures and known issues resulting from the first released version of the solution and is encouraged to repeat the planning phase in preparation for the next versioned release .

It is important for the project team to balance the features desired in the first release with the available resources and the time-to-market requirements. The functionality specification should be adjusted prior to the start of the building phase to outline a baseline for features to be included in the first version of the system. It is acceptable to move features out-of-scope which cannot be delivered in the first version due to resource constraints; these out-of-scope features will be the basis of the second version of the system when the cycle of planning, building and managing is repeated by the Project Team. System Context

The Project Inc. web system is a web-based registration and document generation solution for 'online' incoφorations. It will be made up of three major web site sections:

Client Screens Initial client screens will require the client to complete a registration form for creation of a login and password (the client's online account). Once registered, the client will use the client screens to complete the online questionnaire. The client screens will then offer the client payment options. The same client screens will offer post-questionnaire status updates and (in a future release) post-incorporation information and services.

Internal Screens The internal screens will function in the same manner as the client screens. Staff will be given the option to choose from an existing client or prepare a new incorporation (on behalf of a client). In addition, the internal screens will provide access to the document creation tools and the status updating mechanisms.

Administration The system administrator will use the administration screens to register staff on the system, generate reports and conduct overall system maintenance.

Project Inc. will allow clients the opportunity to incorporate 'online'. The system will allow anonymous web-based clients access to a registration section of the site where they will register with the web system. Once registered, the clients will be provided access to the personalized incorporations system. All client screens will be presented in Internet standard HTML. The web server (providing access to the web pages) will interface with a back-end database server to store and retrieve all client-entered information.

Internal staff, pre-registered by the systems administrator, will have access to the web system through the same login access screens as the clients. The Project Inc. system will be able to identify internal users, based on their login, and will customize the options presented to the Internal users. Internal users will have access to the standard incorporations screens, as well as, document creation screens. The internal screens will be primarily Internet standard HTML with the addition of some client-side DHTML and/or JavaScript code. This additional code will only work on one type of web browser (Intemet .Explorer 5.0, as outlined in the Incoφorations Department and Internal Users Profile, ■ ^■ and will provide extended functionality to the internal users. The administration screens will only be accessible by the system administrator. Also web based system administration, such as internal user registration, will be completed through this administration site.

Feature Review

This section will be updated by the NexGen Team in a future release of the Functionality Specification, following a review of the development schedule and project costs.

Future Features (Outof-Scope)

User Profile

Overview

In order for the project team to build a system, that can be used both by AS&K clients and internal staff, the Team must understand the potential users of the system. The User Profile provides an outline of the typical system users, their technological environment, their familiarity with the business process and their anticipated acceptance of the new 'online' business processes.

It is critical for the project team to understand both the needs of the users and any limitations that exist, which might reduce the ability for a Client (or Internal staff member) from utilising the full benefits of the system.

Existing clients, internal staff (including lawyers, coφorate administrators and incoφorations staff) have been polled on various issues relating to the current incoφorations process. Their views on a new 'online' incoφorations process and their technological environment have formed the basis of the following User Profiles.

Client Profile (utilising the Web-based 'online' Incorporations Approach)

A review of new incoφorations for the past three months was conducted to extract information regarding the referral sources in the instances where the information was provided. A sampling of clients were identified as appropriate targets to poll. A short questionnaire was sent to each of the clients in an attempt to assess their acceptance of the process, as well as the technical environment in which they work.

To date we have received responses from eleven clients and the results are very encouraging. All have indicated that they would utilise an electronic incoφorations process and all but two said that it would be a consideration in their selection of a jurisdiction. All presently have the required technical environment as outlined in the following table to access Project Inc. The targets were also asked whether they would consider payment by credit card, to which all but one client responded in the affirmative. inimu Requirement

Screen Resolution 800 x 600 pixels (or greater) ^•IntefnetiAccess^'t: ΪL . J28;.8 kbs rrioclem (orgrea erj L^

Incoφorations Department and Internal Users Profile

The internal users that have been queried are uniformly enthusiastic about the project recognising the increased efficiency and simplification of what is now a cumbersome process. All internal users have appropriate connectivity with access to the internal network. Access to the Internet at present is restricted, however, it is soon to be expanded to include all attorneys.

Minimum Requirement

MiCTosofr ηteiTOtΕxp Screen Resolution 800 x 600 pixels (or greater) Internet Access - E-mail Via Network * ilΛicrbs ftθδ/aδ/NTtonsintei'R^

* While some staff do not have Internet access from their desktop for web browsing, all will have access to Internet e-mail and the corporate Intranet. Intranet access will be sufficient, as the web site will be hosted internally.

System Administrator Profile

It is expected the system administrators will be comfortable using a web browser, will have a basic understanding of the technical architecture of the web system and will be comfortable supporting the operational aspects of the Project Inc. system. The system administrator will have the same technological environment as the Incoφorations Department and Internal users (please see the Technology & Minimum Requirements table above). Context Diagram

Project Inc. within AS&K

The context diagram shows the relative position of Project Inc. within the current AS&K infrastructure. It is included in the functionality specification to provide an understanding of the systems interfaces, users access and integration into external systems. The context diagram will provide a basis for system architecture design.

Clients, internal staff and system administrators will access Project Inc. All access will be filtered through a user authentication module (providing login and password level security). This authentication module will cetermine user capabilities within the system and adjust the screen views and page access options based on security clearance.

The context diagram for Project Inc. is shown below:

A more detailed version of the context diagram can be found in a separate attachment to this functionality specification* Site Map

Overview

The site map is an organisational chart style view of the relationship and organisation of all web site pages. The Site Map shows the site entry pages, the links to the major site sections and the sub-sections within each web site category.

Incorporations Site Map

The Incoφorations Site Map provides a high-level review of the major sections of the Project Inc. web site. Included in the Site Map are the general information pages, the client registration pages, the questionnaire pages, the incorporations status screens and various customer tools (such as change password). In addition, the Incoφorations Department's document generation section and status administration screens are noted.

The Incorporations Site Map can be found in an attachment to this functionality specification^

Administration Site Map

The Administration Site Map provides further details into the organisation of the administration screens. The Administration Site Map can also be found in an attachment to this functionality specification

Workflow

Overview

The entire online incorporations process has been divided into two client processes and five internal processes. The client processes follow the completion of the online questionnaire and the payment for incorporation. While the internal staff will monitor the payment process, the internal processes follow the beginning of incoφoration hrough name selection, personal declarations, document generation and organisational set-up.

In addition, the Project Team identified all documents that are created during a typical incorporation process. Over 35 documents were identified and grouped into logical packages (i.e. all documents sent to the BMA in the first package were grouped).

Below are brief descriptions of the workflow and resulting documents to accompany the diagrams.

Questionnaire Process

The client is responsible for two processes in the incoφoration workflow, the questionnaire process (the basis of the first process) is the first step the client must complete. A diagram outlining the client workflow has been attached to this functionality specification^

Once a client, following a review of the informational marketing material on the web site, decides they wish to incorporate, they must register for the site. Once they have completed the registration information, they gain access to a secured and personalized portion of the web site.

Within the secured portion of the web site, the client completes the online questionnaire. The client has the opportunity to complete the questionnaire in stages, saving their work as they go and returning (by entering the site with their login id and password) anytime.

Upon completion of the questionnaire, the client must select a method of payment. By selecting a method of payment, the client begins the second of two processes in the incoφoration workflow (see below). Client Payment Process

Clients are provided two options for payment, by credit card and through a manual payment process (i.e. wire transfer, certified cheque, in trust, etc.). This payment process makes up the second of two processes the client must complete before an incorporation is handled internally at AS&K. A diagram outlining the client workflow has been attached to this functionality specification*

Clients who select payment by credit card will be required to enter their cardholder information online. Those paying online will receive an immediate response to their transaction with either an approval (and subsequent receipt) or a decline with an option to try again. Once payment by credit card is approved, the incoφoration process (from an internal perspective) can begin.

Should the client opt for the manual payment option, they will be notified their incorporation may experience delays in processing as AS&K awaits confirmation of client payment. Proceeding with this option will cause the system to trigger a notification to the Incorporations Department. The Incoφorations Department will begin their first manual processes of reviewing the client's details to determine if the client is an existing client, and/or if the client has provided monies in trust.

Based on the actions of the Incoφorations Department, the Accounting Department will also receive an automated notification. The Accounting Department will be required to set-up a CMS client and matter number based on instructions received from the system by e-mail, and may be instructed to confirm receipt of an expected payment.

Once manual payment details are confirmed, the information will be entered back into the web site to update the tracking information made available to the client. This tracking section of the web site will allow a client to monitor the on-going incoφoration process.

Client Review Process

Once payment has been received, the internal workflow related to the preparation for the papers of incoφoration begins. A diagram outlining the internal workflow has been attached to this functionality specification . .. E-mails are automatically generated by the system to alert the Compliance Officer, Client and Incoφorations Department of the start ofthe new request to incoφorate.

The Compliance Officer is provided an opportunity to review the newly proposed company without affecting the critical path of incoφoration. The Incoφorations Department reviews the information provided online, prints a copy of the questionnaire for the file, determines if vetting of the client is required, and assigns to the client a lawyer and corporate administrator.

Should vetting of the client be required, the Incoφorations Department will follow predetermined vetting proceeds (likely conducting a Lexus/Nexus search and completing a background check.

The assignment of a lawyer and coφorate administrator is based on the selection of names from drop-down lists. Both lists are maintained by the system administrator and offer the Incorporations Department the recommended selection (based on a rotation basis) as well as the option to override the recommended selection. The automated selection of a corporate administrator will replace existing manual processes (which can delay an incoφoration, in the event of staff absence) and will provide automated notifications to the newly assigned lawyer and corporate administrator directly from the Project Inc. system.

The completion of the Client Review Process, typically completed in one sitting in front of the Project Inc. system will spawn three new processes: Name Registration, Personal Declaration review and Document Generation.

Name Generation Process

The Name Generation process begins with a review of the name selected by the client. A diagram outlining the internal workflow has been attached to this functionality specificationi Should the name, by visual check, appear to be unacceptable the Incoφorations Department will contact the client. Should the name appear to be acceptable, documents will be generated to request the name from the Registar of Companies (ROC).

Successful name selection (and approval by the ROC) results in an update of the database by the Incorporations Department and an automated update of the online tracking system for the client. In addition to the update of the tracking system, the system will generate an automated e-mail notification to the client.

In the unlikely event that all three names (primary and alternates) are not approved by the ROC, the process starts again with a phone call to the client and new name request documents generated.

Personal Declaration Process

The system will automatically prepare any required personal declaration documents. These documents will be made available to the client for download at the completion of their registration process. The document will be tagged with a web incoφoration id number, as a CMS client number had not been assigned at the time of document generation. A diagram outlining the internal workflow has been attached to this functionality specification,!

The Incorporations Department is automatically alerted by the system to watch for the delivery (presumably by fax) of the personal declarations. Should the Incoφorations Department not receive the personal declaration documents within five business day, an automated reminder will be sent to the client.

Once received, the tracking system will be updated to reflect the receipt of the documents. Once again, the client will be able to track the process of the incorporation online, noting the receipt of the required personal declaration documents by AS&K.

Document Generation Process

The document generation process is the most crucial of the incorporation process. During these online steps, the Incorporations Department utilises the document generation tool to produce the documents to be sent to the Bermuda Monetary Authority (BMA) and the ROC. A diagram outlining the internal workflow has been attached to this functionality specification

While all steps in this process require manual intervention, the system is utilised to automatically produce the documents required in this process. Once the documents are prepared and sent to the BMA and ROC, additional documents are prepared for client review.

It should be noted, during this process the reporting of funds (sent to the BMA and ROC) will be automated. The system will generate, on behalf of the Incoφoration Department, an email to the Accounting Department summarising the payment to the BMA and ROC as required by the registration. This automated reporting replaces a time consuming manual process that is followed today.

Organisational Document Process

Once approved, additional organisational documents must be generated for the newly incoφorated organisation. The final process in the online incoφoration is a further update to the web site tracking system (again, generating an automated notification to the client) and the generation of further documents relating to the incoφorations process. A diagram outlining the internal workflow has been attached to this functionality specification*

A final package is prepared for the client, following the generation of the organisational documents.

Document Generation (by Document Type)

The Project Team prepared a diagram of all documents generated by the system. Over 35 documents were identified as part of the incoφoration process. Depending on options selected in the online questionnaire, different documents are prepared for different situations.

Some clients are required to complete personal declarations, while some are not. When local directors are present, First Directors Minutes will be generated. When there are not sufficient local directors (or equivalent) then a set of Written Resolutions will be prepared by the system for distribution. If instructed by the client, the newly formed ∞φoration may require an increase in Share Capital. This request generates a further four documents to be filed by the Incoφorations department with the BMA and ROC.

All together a minimum of 31 different documents and a maximum of 37 different documents will be produced (not including personalized copies of documents for each shareholder or automated e-mail notifications). Some documents will be generated for internal use, some for delivery to clients, some for delivery to government bodies and some delivered to suppliers directly by fox.

An outline of the document workflow has been attached to this functionality specification

Modules

Overview

The Project Inc. system has been divided into eight distinct Client, Incoφoration and Administrative modules. Client modules define the functionality available to 'external clients' of the system. Incorporation modules define the functionality to 'internal users' of the system. The incoφorations modules will allow internal users to assist clients, complete incorporation on a client's behalf (without client online intervention) and complete a client initiated Incoφoration. Administrative modules encompass sections of the overall system that will facilitate maintenance and operation of the system. The Project Inc. system administrator will use administration modules.

Module Summary Table

Number I Module Description

?? Public content pages about the

Client Registration &

Module 1.1 incorporation process Incorporations Information

?? Registration form

?? Multi-screen incorporation questionnaire

Module 1.3 Questionnaire ?? Save & resume functionality ?? Integration into database

?? Automatic population of MS Word document templates

Module 1.5 Document Generation & Routing ^{?? Based on} questionnaire data

?? E-mail routing to various users

?? Document pickup area for clients

■ : Module; 1Ϊ6 :• .:

?? System reports and statistics

Module 1.7 System Administration ?? User administration

Infrastructure

Hardware Environment

The Project Inc. web system will run on two Microsoft NT Servers. One server will act as the Web Server responsible for user registration, authentication, personalisation, payment, dynamic web page delivery and document creation. The other server will act the Database Server and will store all dynamic site data, client data and document templates.

It is recommended the servers contain the following configuration:

Total of512 MB of RAM Total of512 MB of RAM

RAID 5 Hard Drive Config. RAID 5 Hard Drive Config. Hot-swappable hard drives Hot-swappable hard drives

; )|s.:|w ^'. :^',,^": ^■'; ^'./^'.j.;;^'

CD-ROM, Floppy CD-ROM, Floppy

Redundant Power Supply (Optional) Redundant Power Supply (Optional)

It is also recommended that AS&K allocate a dedicate workstation (or small server class) machine as a development web server. This additional system will provide a staging environment for hosting web site updates and changes for testing prior to transition to the live server. Software Environment

The operating system for the servers will be Microsoft Windows NT Server. The web server will be Microsoft Intemet Information Server and the database server will be Microsoft SQL Server. The full list of software to be loaded onto each server is outlined in the table below:

Web Server ϊ| Database Server

Windows NT Server 4.0 (with SP4) Windows NT Server 4.0 (with SP4)

[ Payment Components ] * PC Anywhere 9.0

PC -Anywhere 9.0 McAfee Virus Scanning Software

McAfee Virus Scanning Software

* Existence of Payment Components on the web server will depend highly on the payment gateway chosen by the project team.

Network Requirements

Working as a web application, accessible to clients over the Internet, the web server will require a full-time, 24-hour, dedicated connection to the Internet. The speed requirements of the Intemet connection will vary highly, dependant upon the amount of traffic to the site and the number of documents clients request for download. The current AS&K Internet connection can be used to internally host the web site, however, the connection should be monitored closely to ensure adequate bandwidth is available to clients accessing the Project Inc. system.

In addition to the Internet connection, it is expected various network communication devices will be required. The (Xylan) network switch will require immediate expansion to accommodate the Project Inc. system. Security

Server Security

The Project Inc. system will be physically hosted in AS&K's current server environment, behind the existing AS&K firewall. The system will be secured to protect the internal network and client data. Physically hosting the servers internally ensures that only select staff can physically access the Project Inc. system servers. Off-site hosting is not recommended due to the sensitive nature of the application and the requirements for internal network integration.

Client Protection

All system questionnaires and credit payment forms will be encrypted using 40-bit Secure Sockets Layer (SSL). This will ensure that client data being submitted over the Internet is protected from unauthorized viewing. When creating passwords, clients will be required to choose 'strong' passwords (long passwords with a mixture characters) during the registration process thereby minimizing the risk of unauthorized access.

User Authentication

Access

Client Questionnaire & Status Screens

Edit All Client Information

Incorporations Department Document Generation

^' System.Admiήistratqr'^';.; l^' ■' _ι •^' .^"''^'' ^'",^' _fι ^{' '} System Reports &"User',AdrninistratiOn ' - 1. '^{' '■•' ■'}.' i ^■,^' i. Financial Administrator Financial Tools & Financial Reports Master Administrator.' ■ X ^■;^•, ^"XX All Access ^{■ •'} ■' -

A screen shot of the Home Page follows

This web site was developed by NexGen Technologies Ltd. of Bermuda.

Screen shots of Frequently Asked Questions follow

Frequently Asked Questions

You may not be familiar with Bermuda, its sophisticated business sector, the role that offshore jurisdictions play in international business or the benefits that may accrue from incorporating offshore. Here are the answers to some of the questions you may have about incorporating offshore and doing business in Bermuda.

If you find your question is not answered below, please contact us at JustASKInc@ask.bm.

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Ql- Why Incorporate in Bermuda?

Q2. What software do I require to access the Just AS&i ϊnc] system? a

<3\ Q3. What hours is the Just AS&K [Iπe] system available?

Q4. Do I have to be a lawyer to use Just AS&K [Inc]?

Q5. Do I need a lawyer in my own jurisdiction?

Q6. What will It cost to fpr a Bermuda company?

Q7. is the identity of the .shareholders of a company confidential?.

Q8. Do the shareholders or directors need to be Bermuda residents?

Q9. Must shareholders or directors be Individuals?

Q10. What documents must the Company file in Bermuda on an ongoing basis, when must this be done and do you provide ongoing corporate services?

Ql l . Will the. company pay. tax in Bermuda?

Q12. Does Bermuda have any tax treaties?

Q13. How are profits distributed to shareholders?

Q15. How do the owners control the bank account?

Q16. How long will it take to form the company?

Q17. Can we use this site to form a company in a jurisdiction other than Bermuda?

Q18. If I have sorηe further specific questions, how can I get them answered?

Q19. Do you have any Money Laundering or Proceeds of Crime legislation?

Ql. Why Incorporate in Bermuda?

Al. Over the last 50 years, Bermuda has built a reputation for high-end transactional work. Complex, innovative structures are developed routinely for issue from Bermuda. There are many reasons to incorporate in Bermuda. The principal reasons for choosing Bermuda are: - a. Reputation and stability

Bermuda Is widely perceived as a blue chip offshore financial centre. The Island has been untouched by scandal, which has plagued other offshore jurisdictions. Bermuda companies are well known to and readily accepted by the worlds' major stock exchanges. Bermuda is a self- governing territory of the United Kingdorrj, It has long enjoyed a reputation as a highly secure, well-administered jurisdiction with a

-4 stable political and social environment. b. Competitive Prices

As a general statement, Bermuda is no more expensive for the establishment and continuing management of companies than many of the other similar offshore jurisdictions. Standard incorporation fees and out of pocket expenses are comparable with the Cayman Islands, Guernsey and other similar jurisdictions. c. Tax Exemption

Bermuda does not levy income, capital or withholding taxes. Foreign- owned companies incorporated in Bermuda receive a certificate from the Minister of Finance confirming that, should taxes be introduced, no such taxes will apply to the company until at least 2016. From time to time the guaranteed tax exemption time period is extended. d. Speed

The special relationship between business and the Bermuda Government means that commercial objectives can be achieved very quickly. In urgent cases, incorporations can be effected in 2 working days, if the

background check conducted on the applicants proves satisfactory. e. Professional Expertise

Fifty years of serving the financial community has produced a core of excellent professionals working and living in Bermuda. Major investment managers, traders, insurance underwriters and brokers, lawyers and accountants operate in Bermuda. They can handle all transactions from a standard incorporation to extremely complex structured finance and

Insurance derivative transactions. f. Ongoing Management

Once a company is incorporated it will have a corporate existence of its own. Bermuda has the expertise to provide the continuing management of such companies at rates comparable to any other premier jurisdiction, but with the added advantage of close proximity to the United States and a superlative physical environment (beaches and world class hotels) for Board and management meetings. g. Cutting Edge Telecommunications

Initial instructions and subsequent management are rendered seamless by the excellent communications, which Bermuda enjoys. The Island is

_O fully wired into the Internet, and has first-fate satellite and fixed link oo communications. Whether responding to London, New York, Hong Kong or California, documentation flows easily and quickly through the system. h. E-Commerce is Facilitated

The passage of the Electronic Transactions Act 1999 provides a secure legal foundation for the conduct of electronic transactions on a technology - neutral basis and is intended to be sufficiently flexible to embrace new technological developments.

The Island has quickly become home to the largest group of offshore Internet transaction gateway providers in the world. i. Privacy

Whilst Bermuda Is by no means secretive, the Island does maintain confidentiality concerning the Identity of sponsors of commercial transactions. Further, there is usually no requirement to file with any public authority private transaction documents, no matter how large the transaction. The main exception, not unexpectedly, is for public offerings. However, even there, Bermuda operates a flexible regime,

which allows disclosure only at the level required by any appointed stock exchange on which the securities are to be listed. If there is to be no listing, the statutory disclosure items in Bermuda are of a routine and unexceptional nature. j. One Stop Insurance Market

Bermuda is the third largest reinsurance market In the world after London and New York and is much more than a "paper" jurisdiction. Enormous professional resources are readily available. For example, Global Crossing, Ace, XL, Centre Solutions, Lehman Re, Renaissance Re, amongst others, all have fully functional offices in Bermuda. k. Unique Structures Possible

Bermuda is unique in being able to offer to clients the ability to petition the Bermuda Parliament for the enactment of special legislation in favour of a client company. Such private legislation is frequently instrumental in effecting innovative structures a client may propose, but which would otherwise not be permitted under either the Companies Act or at common law. Thus, recent derivative transactions have been structured by "designer" companies created for that purpose, with a σ private Act obtained to give unique characteristics to the corporate

Ό powers of the company concerned. ^{" "}*'

I. Segregated Accounts Legislation

Since 1990, Bermuda has been enacting private Acts of Parliament to enable companies to operate segregated accounts. The Island has more experience of such companies than any other jurisdiction. These companies can effectively firewall assets and corresponding liabilities to separate accounts often referred to as "cells".

Q2. What software do I require to access the Just AS&K [Inc] system?

A2. To provide the greatest functionality and flexibility the Just AS&K [Inc] ssyysstteemm hhaass been built to be operated with Microsoft Internet Explorer.

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Q3. What hours is the Just AS&K [Inc] system available?

A3. The Just AS&K [Inc] system is available 24 hours a day, 7 days a week.

Accordingly, you can submit a Questionnaire to Incorporate a company at any time and contact the Just AS&K [Inc] personnel directly between the hours of 7 a.m. and 5 p.m. Eastern Standard Time.

Back tpihg to ₈„

Q4. Do I have to be a lawyer to use Just AS&K [Inc]?

A4. No, you do not have to be a lawyer to use Just AS&K [Inc],

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Q5. Do I need a lawyer in my own jurisdiction?

A5. You do not have to instruct a lawyer in your own jurisdiction. You may wish, however, to seek tax or other professional advice In the jurisdiction in which you live or carry on business.

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Q6. What will it cost to form a Bermuda company?

A6. The cost of incorporating a company in Bermuda is split between our fees and the Bermuda Authorities' fixed fees. Our fee for forming a Bermuda company is US$2,000. The Bermuda Authorities' fees vary depending on the capital structure of the company.

For a company with a minimum capitalisation (US$12,000 or the equivalent in another currency other than Bermuda dollars) we charge US$4,600, inclusive of all government fees and administrative costs (a discount of $500 from incorporating offline). Companies with a higher capitalisation pay a scaled fee depending on the capital structure. When you complete the Questionnaire the

Just AS&K [Inc] system will inform you what the Annual Government Fee will be.

All companies incorporated by the Just AS&K [Inc] system are Initially required to engage the services of A.S.&K. Services Ltd. A.S.&K. Services Ltd. is owned by the partners of AS&K and was formed to provide client companies with corporate administrative services. A.S.&K. Services Ltd. charge • a

minimum annual fee for the provision of its services. The fee for a normal exempted company currently Is US$4,100 per annum. For more information on A.S.&K. Services Ltd. please see Question 10. la.d--iβ-t-ι-- toβ -.j

Q7. Is the identity of the shareholders of a company confidential?

A7. All information, which you provide to Just AS&K [Inc], is treated as confidential. The identity of the shareholding structure of all Bermuda companies must be disclosed to the Bermuda Monetary Authority. Bermuda law requires the Bermuda Monetary Authority to keep this Information confidential. The list of the shareholders of a Bermuda company is kept at the registered office of the company in Bermuda (as we will administer the company that will usually be our offices). If you want the Identity of a shareholder to be confidential, we can (for an additional fee) register the shares in the name of our nominee company, which will protect the confidentiality of the shareholder.

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Q8. Do the shareholders or directors need to be Bermuda residents?

A8. No. All Bermuda companies must have a registered office in Bermuda and must maintain a secretary and registered representative, or a secretary and one or more directors, who are residents of Bermuda. We provide Individuals to act as secretary and resident representative as part the corporate administration services provided by A.S.&K. Services Ltd.

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Q9. Must shareholders or directors be individuals?

A9. Shareholders do not need to be Individuals and are frequently companies, partnerships and occasionally trusts. Directors must be individuals.

A10. All Bermuda companies must file an annual declaration in January of each year. The annual declaration reports the assessable capital ( essentially the authorised share capital and any share premium) of the company as this is the figure on which the annual Government fee, payable to the Bermuda Government, is calculated. There are no other periodic filings. All companies Incorporated by the Just AS&K [Inc] system are initially required to engage the services of A.S.&K. Services Ltd. A.S.&K. Services Ltd. Is owned by the partners of AS&K and was formed to provide client companies with corporate administrative services.

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Qll. Will the company pay tax in Bermuda?

All. No. The only fee payable by the company is the annual Government fee, which is based on the company's assessable (essentially the authorised share capital and any share premium) capital.

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Q12. Does Bermuda have any tax treaties? ^{• i}

A12. Only one. Bermuda and the United States have a tax treaty. For more details on this treaty and its application you should contact us directly at

JustASKInc(S)ask.bm

Bask-toJhe top...

Q13. How are profits distributed to shareholders?

A13. Ordinarily, by was of a dividend, which is then paid over to the shareholders.

The mechanics of payment will vary but usually the company will establish a bank account and the dividends will be paid from that account into the account of the shareholder, wherever that is located.

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Q14. Must the company have a bank account in Bermuda?

A14. No. It may have an account in Bermuda or it may establish a bank account In any other country - so long as it meets the requirements of that country and the bank. We can assist in establishing a bank account in Bermuda if that is required.

Bask-io the top,,,

Q15. How do the owners control the bank account?

A15. The directors of the company will pass a resolution establishing signing authority when they open the account. Signing authority can be given to any person, including a shareholder, and can be subject to limits on sole signing authority. For example, a particular person could be authorised to sign cheques up to say, $10,000. Cheques for a larger amount could require two or more signatures.

BaskJtP the top,„

Q16. How long will it take to form the company? . .-_

-j A16. The company formation process is dependent on the^' Bermuda Authorities who ^w carefully vet all shareholders of the company. AS&K will submit the application to the Bermuda Authorities once payment has been received. The incorporation process is generally completed within 2 to 3 working days from the date of submission.

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A17. Not yet! We do plan to introduce company formations for certain other offshore jurisdictions but this service is not currently available.

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Q18. If I have some further specific questions, how can I get them answered?

A18. Contact us by phone to talk to a real person. Call 441-238-3531 or e-mail us at 3ustASKInc@ask.bm. If you are dialing for North America dial 1 as if you were dialing another state or province. If you are dialing from outside North America, dial as if you were dialing North America.

Q19. Do you have any Money Laundering or Proceeds of Crime legislation?

A19. Bermuda's Proceeds of Crime Act 1997 and the Proceeds of Crime (Money

Laundering) Regulations 1998, were both enacted to prevent arid discourage money laundering on the Island. Appleby Spurling and Kempe fully supports the Bermuda Government In its drive to further enhance Bermuda's reputation as a top off-shore jurisdiction and a respectable country in which to do business. In its commitment to its clients and to Bermuda, requires detailed customer information to provide a better service to its clients and to assist in the prevention of fraud.

In addition to the requirements of the Bermuda Monetary Authority we must satisfy ourselves that we know who our clients are and the nature of their business.

At some point following the incorporation of the company you will be asked to supply certified copies of suitable photographic and other documentary evidence of the identity of the individuals (othej^jthan AS&K employees) affiliated with the company (i.e. officers directors and/or shareholders), a

■Ji. Passport (issuing country, and number) or Drivers Licence (Issuing authority and number), Supporting information for a company may include Evidence of incorporation and compliance with laws of the incorporating state.

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Copyright @2QflQ JustAS&Klnc Lid.

This web site was developed by NexGen Technologies Ltd. of Bermuda.

Screen shots of Registration follow

Register for Just AS&K [Inc]

To become an AS&K e-client and to begin using the Just AS&K [Inc] online incorporation tool, you must first register. Please complete the following form. All information marked with a red asterisk (*) is required. When you have completed the form, click "Submit". Once you are registered, the system will create your Secure Client Centre that will enable you to begin your online incorporation. AH Information is maintained privately and securely. Please refer to our Privacy Policy for a full description of the steps we have taken to secure your information and to ensure your privacy.

First Name:

Because this information will .be Last Name: used to create your Secure Client Centre, Company: it is important that you provide us with complete and Street Address: accurate information.

Street Address 2:

City:

State or Province:

Zip or Postal Code:

Country: Please Select

Phone Number: Fax Number: E-mail address:

Select a username and password that are both at least 8 characters long.

Your username and password may contain numbers (0-9) and Username: upper and lowercase letters (A-Z, a-z) but Password : no spaces. Make sure it is difficult for others Re-enter Password: to guessl mmnrmw

Choose a secret question that only you know the answer to, and that has nothing to do

If you forget your with your password or username. password, we will verify your Identity by asking you for the Secret Question: answer to this question. Secret Question Answer: More help...

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Register for Just AS&K [Inc]

You have now been registered as an AS&K e-client and may proceed to incorporate a company from your Secure Client Centre. If you need to amend your profile, please use the Edit Profile button at the bottom of the page. Once you click on the Secure Client Centre button your profile will be created and saved which enables you to login to the site on future visits.

Here is your user profile:

oo First Name: Annette Last Name: Manning Company: Appleby Spurling & Kempe

Street Address: 41 Cedar Avenue

Street Address 2:

City: Hamilton

State or Province: n/a

Zip or Postal Code: HM EX

Country: ^■ Bermuda

Phone Number: 441-295-2244

Fax Number: 441-292-1085

E-mail address: amanning@ask.bm

Username: amnettie

Password: * Not displayed for security reasons *

Secret Question: What is husband's first name

Secret Question Answer: James

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I H9ø ] I FAQ's ] [ Register ] [ Login ] [ LeaiR ore ] ( Qffljne Inc. ] I Demo ] [ AS8.K Home ]

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A screen shot of Secure Client Center follows

Secure Client Centre

Welcome Annette Manning to your secure home page. Your personalised home page provides easy access to information about your incorporation(s). From here you are able to begin a new incorporation, access detailed information about incorporations in progress, as well as prior incorporations, view account information and return to a Questionnaire in progress. w κr^r~ Twnm^gJMr- -w r-

You currently have no incorporations or Questionnaires in progress. To begin a new incorporation click on the "New Inc." button.

[ Npw Inc, ] [ Jnc, Status ] [ User Prgfil.e ] [ Apcoyn Info ] [ Help ] [ Logout ] [ GoQtøcL s ] [ AS&K.Home ]

Copyright €2000 Just AS&K [Inc] Ltd.

This web site was developed by NexGen Technologies Ltd. of Bermuda.

A screen shot of Privacy & Security Policy follows

Privacy and Security Policy

Protecting your privacy is important to us!

We trust the following description of our security measures will help you to understand how collects, uses and safeguards the personal and/or sensitive Information you disclose during the incorporation process.

All client Information will be handled with the utmost confidentiality and will not, under any circumstances, be disclosed to a third party. The information we collect is in furtherance of your incorporation. Third parties who have access to the information will only have so on a need to know basis and will be subject^p similar terms regarding confidentiality. Just AS&K [Inc] Ltd may use your contact details for purposes of keeping you informed of developments with Just AS&K [Inc] or other products or services that are associated with Just AS&K [Inc] Ltd or Appleby Spurling & Kempe. If you do not wish to receive such information please ensure you click on the appropriate box on the web site.

The Just AS&K [Inc] system is hosted on its own server behind a firewall. The system is secured to protect your data. Your information is further secured by limiting access to the appropriate Just AS&K [Inc] Ltd personnel or its lawfully authorised contractors. Other than yourself, only such staff will be able to view the information contained in your Secure Client Centre. All questionnaires and credit payment forms are encrypted using 40-bit secure sockets layer (SSL). This ensures that the information submitted over the Internet is protected from authorised viewing. By choosing your own password during the registration process the risk of unauthorised access is further minimised.

If you have any questions regarding the security of the site, please do not hesitate to contact us at JustASKInαStask.bm.

A screen shot of Login follows

Login

You must enter your username and password to enter the system.

Username: Password:

Have you forgotten your login? If so, access retrieve password.

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This web site was developed by NexGen Technologies Ltd. of Bermuda.

Screen shots of Password Request follow

Password Request

Enter your username and/or e-mail address. The system will search the database for your registration. Your secret question will then be posted and you will be asked to supply the answer. If you answer correctly you will be able to log into the system. If you fail to provide the correct response you will be prompted to contact us.

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Username:

Please ensure that you enter your E-mail address: username and e-mail address In the exact format as your Qet Usernαme/Pαssword registration. They are case sensitive.

[ Home ] [ FAQ's ] [ R&gfster ] [ login ] [ Ua more ] [ Offline Inc. ] [ Demo ] [ AS$K Home ]

This web site was developed by NexQen Technologies Ltd. of Bermuda.

Password Request

Enter your username and/or e-mail address. The system will search the database for your registration. Your secret question will then be posted and you will be asked to supply the answer. If you answer correctly you will be able to log into the system. If you fail to provide the correct response you will be prompted to contact us. mini

• The information you have entered has not been found. Please re-enter your username or email address.

Username:

Please ensure that you enter your E-mail address: username and e-mail address in the exact format as your Get .Usernαme/Pαssword registration. They are case sensitive.

Copyright gooo Just AS&K [Inc] Ltd.

This web site was developed by NexGen Technologies Ltd, of Bermuda.

A screen shot of Password Display follows

Password Display

Now that you have retrieved your password, simply click on "Login" and you will be forwarded to your Secure Client Centre.

Username: Password:

I Home ] [ EAQ'S ] [ Register ] [ Login ] [ Learn more ] [ Offline Inc. ] I Deme ] [ AS&K Home ]

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Screen shots of Learn More follow

Learn More

Just AS&K [Inc] is a web-based system allowing you to incorporate a Bermuda company over the Internet. The system simplifies the process and provides you with direct access to AS&K's team of experts.

You must register in order to use the Just AS&K [Inc] system. Once registered as an AS&K e-dient, the system will provide you with a Secure Client Centre. From your Secure Client Centre you can initiate an incorporation, amend your profile, check the status of an ongoing Incorporation, review your account information and contact the Just AS&K [Inc] personnel directly. t To incorporate a company you simply complete the online Questionnaire, which is accessed through your Secure Client Centre.

There are four Payment Options available: credit card, wire transfer, certified cheque or prepaid account with AS&K. The minimum payment required to begin the incorporation process is US$4,600, which includes AS&K professional fees and the Bermuda Authority fees.

Please note that the incorporation process will be started upon submission of the Questionnaire, but the documents will not be submitted to the Bermuda Authorities until payment is received. If you are in a time sensitive situation, begin filling out the Questionnaire, email us at JustAskInc@ask.bm, or call the Just AS&K [Inc] Administrative Manager at 441-298-3540 between the hours of 7am and 5pm (Eastern Standard Time). We will do everything we can to expedite your Incorporation.

The Questionnaire is divided Into six sections, which allows you to complete the Questionnaire in stages. Each section begins with some introductory text about the questions that will be asked in that section and a list of items needed to complete the questions.

Please note that there are ongoing corporate administration requirements for Bermuda companies. Our affiliate, A.S.&K. Services, Ltd. will provide you with complete corporate administration and resident representative services.

In addition, through our affiliated company, Reid Management Limited, we are able to provide full accounting and management services.

AS&K is committed to ensuring that you get the maximum value from incorporating online. When you need assistance you can use our comprehensive online help feature or contact us by email at JustAskInc@ask.bm, or call us at 441-298-3540 between the hours Ω of 7am and 5pm (Eastern Standard Time) for answers to specific questions, technical ^ω support or to provide us with your comments.

l Home 1 [ FAS? J I Register ] [ Login 1 [ Lesm more ] [ Offline Inc, ] [ Perot) ] l AS&K Home ]

This web site was developed by NexGen Technologies Ltd. of Bermuda.

Screen shots of Incorporate Offline follow

Incorporate Offline

Just AS&K [Inc] has been designed to provide maximum efficiency in the incorporation of Bermuda companies. In the event you choose not to incorporate online, you are still able to benefit from AS&K's expertise by Incorporating offline.

In order to Incorporate offline download the Questionnaire, which is in PDF format for printing. Comprehensive notes are attached. We strongly urge you to review the notes before you begin the Questionnaire.

If you don't have Adobe Acrobat Reader, you can download it for free from the Adobe Web Site.

If you should decide to incorporate online, you must Register.

[ Home ] [ FAQ's ] [ Register ] [ Login ] f Learn more 1 f Offline Inc. 11 Demo 1 [ AS&K Ho e ]

This web site was developed by NexGen Technologies Ltd. of Bermuda.

Help

The help text that follows is designed to assist you through the Just AS&K [Inc] system and the incorporation process. This Help text is divided into three sections:

Obviously if you have any questions or comments please contact at JustASKInc@ask.bm, or call the Just AS&K [Inc] Administrative Manager at 441-298-3540 between the hours of 7am and 5pm (Eastern Standard Time).

[ New Inc. ] [ Inc. Status ] [ User Profile ] [ Account Info ] [ Help ] [ Logout ] I Contact us ] [ AS&K Home ]

Copyright <Bi2000 Just AS&K [Inc] Ltd.

This web site was developed by Web Front Communication? Ljd. of Bermuda.

Screen shots of Blank Questionnaire follow

Section [l] - Name Reservation

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The name must end 1. Name of new company: with either "Ltd" or "Limited", if the Alternative name: name Is already in Second alternative name: use, or reserved, one of the alternative names will be used.

mm

If initials are used and 2. Do any of the above names contain stand for something, ® Yes ® No this must be initials? explained.

For example, will the Do you have any other companies ® company be an Yes ^ No registered in Bermuda with a similar affiliate or name? subsidiary company of an existing Bermuda company ©<©© and have a similar name. ' Nefit:

Section [2] - Business Introduction

In this section you will be asked to indicate what the principal intended business of the company will be and provide a brief description of the business of the company. You will need the following:

• The principal Intended business of the company; and

• A brief description of the business of the company.

Unless you are forming an insurance company, you do not have to provide a business plan or a long descriptive text of the business of the company,^,

This web site was developed by Web Front Communications JLJd, of Bermuda.

Section [2] - Business Information

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Select the type of 1. What is the principal Intended business of Please Select business which most the company? closely represents the Intended business of the company.

This web site was developed by Web Front Communications Ltd. of Bermuda.

Section [2] - Business Information Review

The answers to each question are summarised below. If you. would like to amend an answer, simply click on the question. Once you have amended a question, click on the Save Answer button, which will save the change.

If you are satisfied with the answers to each question, click on the Save Section button. This will save the information in this section and take you to the Questionnaire Home Page. From the Questionnaire Home Page you can either begin a new section, exit the Questionnaire and go to your Secure Client Centre, or log out of the system.

1. What Is the principal intended business of the Trading Company company?

2. Please provide a brief description of the business of To act as a trading company, to the company: carry on the business of trading [ ].

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Copyright Φ2000 Just AS&K [Inc] Ltd.

This web site was developed by VVefj front

Questionnaire Home Page

This page is your "control panel" for the completion of the Questionnaire. After you have completed each section of the Questionnaire, the Just AS&K [Inc] system will return you to this page to carry on with the next section. You can exit the Questionnaire at any time and return to your Secure Client Centre. All of your answers will be saved (even if you have not completed a section) and you can return to finish it at any time.

From the Questionnaire Home Page you can monitor the status of each section. You can also access the Review Page for each section to see what information is required to complete that section. ^:3?^v

If needed, you can amend answers in a section already completed.

Trade Corp Limited.

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Section 1 - Name Reservation Ξ Complete Section 2 - Business Information S Complete Section 3 - Share Capital El Not Started Section 4 - Ownership Not Started Section 5 - Directors & Officers H Not Started Section 6 - Organisation H Not Started

Section [3] - Share Capital Introduction

The focus of this section Is to determine, amongst other matters, the authorised and issued share capital of the company. You will need the following:

• The currency of the shares (i.e. U.S. Dollars, Yen etc.);

• The par value of the shares; o • The number of shares to be created and the number of shares to be issued following Incorporation;

• Whether or not the shares of the company will be paid up n full or in part.

The minimum authorised and issued share capital of a Bermuda company Is required to be the equivalent of US$12,000. Please be aware that increasing the authorised share capital above US$12,000 will subject the company to a higher annual Government fee.

This web site was developed by _\l_eb Fr pt Cpmmunicaijoos Ltd. of Bermuda.

Thurs, 17 February 2000

Section [3] - Share Capital

The minimum share 1. State the share currency: US Dollar capital is required to be US$12,000, or the equivalent in any 2. State the monetary value of the share 12000 currency. capital:

Under Bermuda law "no par value" shares are not permitted. 0

Please Note - Based on the assessable share capital selected above, the cost of the incorporation including US $ [4600.0000 the Government Fees will be: Ώ vmm&nw

On incorporation will the shares of the

Please note the Full ® Part Nil company be paid for in full, in part, or not shares can remain unpaid indefinitely at all? although the shareholders will be liable for the amount unpaid. Q

For Insurance and Re-Insurance companies, the minimum authorised share capital is dependent on the class of insurance or re-lnsurance company. These shares must be paid in full upon incoφoration.

o

This web site was developed by Web Front Communications Ltd. of Bermuda.

Section [3] - Share Capital Review

The answers to each question are summarised below. If you would like to amend an answer, simply click on the question. Once you have amended a question, click on the Save Answer button, which will save the change.

o

1. State the share currency: US Dollar

2. State the monetary value of the share capital: 12,000.0000

3. State the par value of the shares: 1.0000

4. The number of shares available for issue on 12,000.0000 incorporation:

5. Are the shares to be sold at a higher No price than par?

6. On incorporation will the shares of the company be Nil paid for in full, in part, or not at all? lAWJfcfflMMH

Questionnaire Home Page

From the Questionnaire Home Page you can monitor the status of each section. You can also access_, the Review Page for each section to see what Information Is required to complete that section. ^• **^• o

If needed, you can amend answers In a section already completed.

Trade Corp Limited

Section 1 - Name Reservation 5 Complete Section 2 - Business Information S Complete Section 3 - Share Capital E3 Complete Section 4 - Ownership H Not Started Section 5 - Directors & Officers El Not Started Section 6 - Organisation M Not Started

Section [4] - Ownership Introduction

The Bermuda Authorities requires full disclosure of direct, intermediate and ultimate beneficial owners of a Bermuda company, to fulfil Bermuda's "know your client" requirements, and to prevent any Bermuda company being the subject of money laundering or other criminal activities.

This section requires a lot of information and may, in the case of a complex group of companies, be time consuming. If you have a complex ownership structure, you should contact us directly so that we can address any problems you may have.

o The focus of this section is to determine, amongst other matters, who the ultimate 00 beneficial owner(s) of the company will be. In other words, if a shareholder of the company Is owned by one or more entitles (i.e. a trust, partnership, individual or company) this is required to be disclosed to the Bermuda Authorities. You will need the following:

The full name and address of the direct, intermediate and ultimate owners of the company;

The place of Incorporation, if a direct, intermediate or ultimate shareholder is a company;

The name of the stock exchange and symbol, if a direct, intermediate or ultimate shareholder of the company is listed on a stock exchange;

The nationality and occupation of all direct, Intermediate or ultimate shareholders of the company who are Individuals;

If a direct, intermediate or ultimate shareholder Is a partnership, the name of the partnership and place of formation and the names and addresses of all general partners;

If a direct, intermediate or ultimate shareholder is a trust, the type of trust (e.g. discretionary or charitable etc.), date and country of settlement, the name, address and nationality of all trustees and settlors. In addition, where possible, the name,

address and nationality of all beneficiaries.

Please note that the Bermuda Authorities require each individual who owns or controls 5% or more of the issued share capital of the company or 5% or more of any company or partnership which owns shares in the company to sign a Personal Declaration (which will be automatically provided for you).

This web site was developed by Web FtQ.1t Communications Ltd. of Bermuda.

---*-- o

Section [4] - Ownership

The Bermuda Identify the direct shareholders of the company, the number of shares they will hold Authoπtles require full and whether they are a private or public company, an individual, a trust or a disclosure of dirert, Intermediate and partnership.WARNiNG ultimate beneficial owners of the Name of Individual, company. Company, Partnership or Number of Shares % of Share Type

Trust

Each Individual Please Select holding a beneficial Interest (direct or Please Select Indirect) of 5% or more In the new Please Select company or 5% or more of any entity Please Select holding a beneficial interest in the new Please Select company must sign a personal declaration. Please Select

The minimum shares issued to shareholders must be: 12,000 .

Issued Shares: 0000

The total shares available for issue Unissued Shares: 12000.0000 are: 12,000 . Total Shares: 12000.0000

If you return to this screen and wish to delete an entry you must check off the ®φ® box below the trash can (It).

The entry will be deleted when you leave the screen.

■^■*■"■ ■—■ ■wan

This web site was devslopsd by Web Front Communications Ltd. of Beπnuda.

Section [4] - Ownership: Partnership

Interactive Research Advisers vmw.ϊmmvmr

Please provide the Legal Name of Partnership: Interactive Research Advisers name, address and place of formation of Place of Formation: Please Select the partnership. The legal address (I.e. registered address) of Street Address: the partnership must be provided. Street Address 2:

Where a required field City: does not apply,please State or Province: enter 'NA'.

Country: Please Select

Zip Code or Postal Code:

stmi wr

Please provide the 2. Please select Stock Exchange (if any): Please Select relevant information if the partnership is Enter the stock ticker symbol : registered on a stock exchange.

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Please provide the 3. General Partner Information: names of the general partners and indicate whether they are an individuals, another partnership or a company.

If you return to this screen and wish to delete an entry you must check off the box below the trash can (@»).

The entry will be deleted when you leave the screen.

This web site was developed by Web Front Corηmuπicgtioπs Ltd. of Bermuda.

Section [5] - Directors & Officers Introduction

Every Bermuda company must have at least two directors. The directors do not have to be residents of Bermuda. However, the company must appoint at least a secretary and resident representative who are residents of Bermuda. As part of the Just AS&K [Inc] system an AS&K secretary and resident representative will be appointed automatically to ensure all you have to do is appoint directors and officers.

In addition, every company must have a president and vice-president or chairman and deputy chairman, each of whom must be directors. Other thar^these officers, a company can have as many officers (who are not required to be directors) as needed. You will require:

• The names, addresses, nationality and occupation of the directors of the company; and

• The names, addresses, nationality and occupation of the officers of the company.

Copyright <S2Qgg Just AS&K [Inc] Ltd

This web site was developed by Web front Communications Ltd of Bermuda

Section [5] - Directors & Officers

Every Bermuda Directors: company must have a President and Vice- President or Chairman .First Name: Middle Name: Last Name: Title: Position: and Deputy Chairman, each of Please Select whom must be Director directors of the No Choice Director company.

Where an individual will be both a director and an officer, they should be included in the directors section.

Officers of the Officers: company need not be directors.

Name: Title: Position:

A.S.&K. Services Ltd. will provide a AS&K Employee Secretar Officer Secretary to the company and a AS&K Employee Resident Rep. Officer Resident AS&K Services Ltd. assistant Sec. Officer Representative. AS&K Services Ltd. assistant R.R. [Officer ϊf you return to this screen and wish to First Name: Middle Name: Last Name: Title: Position: delete an entry you must check off the box below the trash Officer can (U»). Officer

The entry will be deleted when you leave the screen.

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This web site was developed by Web Front Cotηmuπicatioπs Ltd. of Bermuda.

Section [5] - Director

Sandra Galvin

The Individual's name, Please provide the information for the individual Indicated: address, nationality, occupation and date of birth Is required by First Name: Sandra the Bermuda Authorities. Middle Name: Hakan lvin

The home or business Last Name: Ga address of the individual may be Title: N . ice-President given.

Where a required field Street Address: does not aρply,please enter 'NA'. Street Address 2:

City:

State or Province:

Country: Please Select

Zip Code or Postal Code:

Nationality: Occupation: Date of Birth: 01 January

Section [5] - Officer

Luis Banks

The individual's name, Please provide the information for the individual indicated: address, nationality, occupation and date of birth is required by First Name: Luis the Bermuda Authorities. Middle Name: psαmu

The home or business Last Name: Banks address of the individual may be Title: Lender-Mortgages & Consumer Loans given.

Where a required field Street Address: does not apply,please enter 'NA'. Street Address 2:

City:

State or Province:

Country: Please Select

Zip Code or Postal Code:

Nationality: Occupation: Date of Birth: °πr January

Section [5] - Directors & Officers Review

* Directors & Officers Information:

First Name: Middle Name: Last Name: Title: Position:

Ann Henry Harvey President 1 Director

Sandra Hakan Galvin v ce-President Director

AS&K Employee Secretary Officer

|AS&K Employee Resident Rep. Officer

AS&K Services Ltd. Assistant Sec. Officer

JAS&K Services Ltd. Assistant R.R. Officer

I I I Loans

Directors' Information:

Name: Ann Harvey

Name: Sandra Galvin Officers' Information:

Name: Randall Cunningham

Name: Luis Banks

Copyright (5)2000 Just AS&K [Inc] Ltd.

This web site was developed by Web Front Communications Ltd. of Bermuda. t o

Questionnaire Home Page

From the Questionnaire Home Page you can monitor the status of each section. You can also access the Review Page for each section to see what jnformation is required to complete that section. ^• *- t

If needed, you can amend answers in a section already completed.

Trade Corp Limited

Section 1 Name Reservation IS Complete Section 2 Business Information jS Complete Section 3 Share Capital 89 Complete Section 4 Ownership US Complete Section 5 Directors & Officers SS Complete Section 6 Organisation □ Not Started

Section [δ] - Organisation Introduction

Once your company has been incorporated the Just AS&K [Inc] system will initiate the organisation of the company. This section deals largely with administrative issues, which are required either by law or intended to provide a superior client service. You will require:

Contact details of your auditor (if unknown - the appointment can be waived).

Contact details of the person who will maintain the day to day accounts of the company. -

The date of your financial year end. t t Contact details of the person who will be providing continuing instructions for the administration of the company to A.S.&K. Services Ltd.

Whether you may require any additional services provided by AS&K and its affiliated companies.

This web site was developsd by Web Front Communications Ltd. oi Beπnuda.

Section [βjOrganisation

For additional 1. Custody of the share certificates: security, AS&K will ^θ AS&K Vault ® Other hold the share certificates of the If other, specify address: company in the AS&K vault If requested.

Name:

Where a required field does not apply,piease Company: enter 'NA'. Street Address:

Street Address 2:

City:

State or Province:

Country: Please Select

Zip Code or Postal Code:

If a bank account fs 3. Is a Bermuda bank required? ® required, A.S.& K. Yes No Services Ltd. will open it following the Please select a bank: Please Select Incorporation of the company.

Our affiliated Would you like Reid Managment to provide company, Bad Yes ® No bookkeeping services? Maoaaemet-Ll-taitsd, can provide accounting services. Person or firm responsible for bookkeeping:

Where a required field does not apply,please Street Address: enter 'NA'.

Street Address 2:

City:

State or Province: t -fc- Country: Please Select

Zip Code or Postal Code:

Kt am&sHar

We recommend the 5. Have you selected an auditor? appointment of a Yes © Waive Bermuda auditor. Ail major international Auditor: auditing firms have offices in Bermuda.

Where a required field Street Address: does not apply,please Street Address 2: enter 'NA'.

City:

State or Province:

■Tnnnfrv:

Zip Code or Postal Code: Φ

M* m: w

Most companies have 6. Date of financial year end: oTT December or March *f""l* i IJαnuαry

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This web site was developed by Web Front Communications Ltd. of Bermuda.

Section [6] - Organisation iΛ MϊMjr

Select if you have 11. Have you worked with Appleby Spurling & worked with AS&K ® Yes © No previously and wish to Kempe before? work with a particular attorney or corporate Which Lawyer? administrator again.

Which Corporate Administrator?

For example, if your 12. Do you have any special instructions for the & γ_es ξ | ₀ incorporation is time incorporation of the company? critical or the company is required to be incorporated by a particular date.

Copyright ιδ42000 Just ASSK |lnc) Ltd.

This web site vvas developed by Web Front Communications Ltd. of Bermuda.

Section [β] - Organisation Review

t

-4 1. Custody of the Share Certificates: AS&K Vault

2. Will the Company establish a business office in No Bermuda?

3. Is a Bermuda bank required? Yes

Bank of Bermuda

4. Person or firm responsible for bookkeeping: Yes

5. Have you selected an auditor? Waive

6. ppte of financial year end: 31 December

7. First accounting period: 31 December 2000

Who . will be providing continuing instructions Annette Michelle Eve for the administration of the company? 70 Victoria Street n/a

Hamilton n/a

HM DX

Bermuda ameve@btc.bm

To. whom should statements for corporate Annette Michelle Eve a minlstrative or resident representative services 70 Victoria Street and requests for the annual government fee(s) be n/a sent or copied? Hamilton n/a

HM DX

Bermuda ameve@btc.bm

10. You have indicated you would like information on: Estate Planning and

Administration to These materials will be sent to: Annette" ichelle Eve

00 70 Victoria Street n/a

Hamilton n/a

HM DX

Bermuda ameve@btc.bm

11. Have you worked wtih Appleby Spurling & Kempe Yes before?

Which Lawyer? Peter Bubenzer

Which C rpor3te.Admin? Shari Aimons

12. DP you have any special instructions for the No incorporation of the company?

Questionnaire Home Page

From the Questionnaire Home Page you can monitor the status of each section. You can also access the Review Page for each section to see what information is required to complete that section. - t

If needed, you can amend answers in a section already completed.

Trade Corp Limited

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Section 1 - Name Reservation S3 Complete Section 2 - Business Information 5 Complete Section 3 - Share Capital KS Complete Section 4 - Ownership 82 Complete Section 5 - Directors & Officers 9 Complete Section 6 - Organisation S Complete

Additional Information

AS&K is focused on providing a superior client service. Below are some optional questions that will enable us to improve the Just AS&K [Inc] system. Please feel free to answer these questions or add some additional comments. Also, please note our privacy policy.

1. How did you hear about Just AS&K [Inc]? H Search Engine

B Advertising

S Existing AS&K Client

E Professional Reference

H other o

2. Why is Bermuda your jurisdiction of preference? Please Select

This web site was developed by V\ §b Front Communications Lid of Bermuda

Payment Options

Thank you for using Just AS&K [Inc]!

The total cost of incorporating your company is shown below. For your convenience, we have provided four payment options: credit card, wire transfer, certified cheque and trust account.

If you select to pay by credit card, we will proceed with your incorporation immediately. If you choose to pay by way of wire transfer, certified cheque or trust account, we will submit your application to the Bermuda Authorities once your funds have cleared (in the case of wire transfers and certified cheques) or have been confirmed (in the case of the trust account option).

Please note, when you present the wire payment Instructions to your bank or purchase a certified cheque your bank may charge a small processing fee, which will vary depending on your bank.

Please select one of the payment options below.

Final Amount Please select a payment option:

Government Fees HBBHM5IH and Expenses $2,600.00

Incorporation Fees $2,000.00

Total: $4,600.00

If you need further assistance, please email us at iustaskinc@ask.bm or call us at (441) 298-3540 between 7am and 5pm Eastern Standard Time.

This web site was developed by Web Froj Cq jniiπJsatipnξ .Ud, of Bermuda.

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Credit Card Payment

Thank you for indicating that you would like to pay for your incorporation by credit card. The total cost of your incorporation is shown below.

Please enter your credit card details. When you are finished please click on "Submit Payment" at the bottom of the page.

Final Amount

Government Fees and Expenses $2,600.00

Incorporation Fees $2,000.00

Total: $4,600.00

Name on Credit Card

Credit Card Number

Date of Expiry January ]§ 2000

' I have read and agree to be bound by the Terms and Conditions.

Contract

1. Definitions

:

The following definitions shall have the following meanings:

1.1. "Customer" means the applicant for the Services from JustAsklnc;

1.2. "Company" means any body corporate formed or administered by JustAsklnc at the Customer's request;

1.3. "Fee" means the charges made by JustAsklnc from time to time for the Service;

1.4. "JustAsklnc" means justAS&K[inc] Ltd. a company registered in Bermuda, and whose registered office is at Cedar House, 41 Cedar Avenue, Hamilton HM 12, Bermuda;

1.5. "Marketing Materials" means such materials placed in the public domain that publicise the Services including, but not limited to, the 'frequently asked questions', 'help text' and 'glossary';

1.6. "Officers" means any employee of, or any of those companies that are wholly-ownedjsubsidiaries of, Appleby Spurling & Kempe (a partnership);

1.7. "Questionnaire" means the series of questions and prompts provided by JustAsklnc on this web site which enable it to provide the Services;

1.8. "Services" means the administrative function that constitutes the company formation services provided by JustAsklnc to the Customer on this web site;

2. Intention of the parties

2.1. The formation of the correct corporate entity for your personal, business and/or other requirements requires professional legal knowledge. The aim of the Questionnaire is to harness the power of the Internet in order to make this process more efficient. It is not the intention of the Questionnaire to replace the need for professional legal advice. JustAsklnc is able to provide access to legal services upon receipt of a direct request from the Customer. If a request is not made for the provision of such legal services the Customer is assumed to already be in possession of such knowledge/advice as is appropriate and JustAsklnc shall merely provide the Services.

2.2. The Customer acknowledges that this web site and the Services supplied through it, are the sole responsibility of JustAsklnc. The Customer further confirms that the firm of Appleby Spurling & Kempe ("ASK"), Barristers & Attorneys of Hamilton, Bermuda is an entirely separate legal entity to JustAsklnc. All ASK logo's and other references are made nnripr a lawfully pypπitpH lirpnrp anrppmpnf maHp hptw pn thp two nrπan affnn ;.

3. Disclaimers

3.1. During the provision of the Services JustAsklnc shall be entitled to assume that the Customer has taken all appropriate legal advice. JustAsklnc shall not be responsible for the consequences of the Customer's failure to take such appropriate advice. JustAsklnc's responsibility extends only to the Services.

3.2. The Marketing Material merely provides a general overview of the Services and is not intended to replace the legal advice that would be necessary to receive during the formation of a Company.

3.3. Whilst every reasonable effort will be made to ensure that the Questionnaire and the Marketing Material is kept up-to date no warranties are given as to their accuracy.

3.4. JustAsklnc cannot be held responsible for changes in either company or revenue laws which are outside the control of JustAsklnc although every reasonable effort will be made to inform Customers of any changes.

3.5. Any advice offered by JustAsklnc during the provision of the Service will be based upon the Customer's answers to the Questionnaire. If such information is incorrect, incomplete or has otherwise been input in error, JustAsklnc shall not be responsible for any loss or damage caused to the Customer. JustAsklnc does not accept responsibility for reviewing any information provided to it by or on behalf of the Customer unless it expressly undertakes to do so and charges for that service. ^{• •}

<■* 4. Liability

4.1. JustAsklnc does not exclude or limit liability for death or personal injury.

4.2. Excluding Clause 4.1 the aggregate maximum liability of JustAsklnc to the Customer is US$10,000 or the total Fee for the contract, whichever is greater. In no circumstances will JustAsklnc be liable for indirect loss or consequential damages.

5. Identity

The Customer shall upon the request of JustAsklnc, provide all information required by JustAsklnc including, but not limited to, evidence of identity for all the participants in the formation process and the source any of funds (if applicable) to enable JustAsklnc to discharge any statutory and other legal requirements it may have under the law of Bermuda or any other applicable jurisdiction. Any failure of the Customer to comply with all such reasonable demands for information and co- operation is a serious breach of these conditions, which may lead to immediate termination of service with no refund of the

Fee.

6. Authority fi 1 Diirinπ th^p nrovi^ςinn of frh^p S^pr ir^p thp ruςtnmpr authnriςpς luςt-AdkTnr. in thp ahςpnrp nf ςnprifir tn thp

alternative, to take such steps as are, in the opinion of JustAsklnc's management, in the best interests of the Customer.

6.2. JustAsklnc is entitled to act on the instructions of the Customer if it reasonably believes that such instructions have been given by the Customer or one of its duly appointed officers or agents.

7. Appointment of Officers

JustAsklnc will supply Officers to the Company if requested to do so by the Customer. The contract for the supply of such

Officers is between JustAsklnc and the Customer and JustAsklnc shall sub-contract the work to the Officers. The Customer indemnifies JustAsklnc against any acts or omissions of the Officers that may arise during the course of their duties. The officers will owe a duty to the Company and are required by law to exercise their judgement in this regard.

8. Warranty

8.1. The Customer warrants that:

8.1.1. the Company will not be used for any illegal purposes that is to say; drug trafficking, money laundering, arms dealings, pornographic material, gambling or any illegal activity that may bring JustAsklnc or it's associates into disrepute; and

8.1.2. it is not a minor nor is acting on behalf of a person who is a minor; and

UO ^ 8.1.3. the persons named as officers are legally entitled to hold such positions.

9. The Fee

9.1. The Customer shall pay JustAsklnc the Fee.

9.2. JustAsklnc shall be entitled upon reasonable notice to increase its charges from time to time.

9.3. Third-party charges (e.g. government charges) are subject to change without notice.

9.4. Payment of deposits, demands and invoices shall be deemed to have been made only when credited to JustAsklnc's bank account as cleared funds.

10. Confidentiality

JustAsklnc shall maintain as confidential all information that it receives from the Customer during the performance of the Service and which is not publicly available as a result of its misfeasance of nonfeasance.

11. Termination of Company

In the event that a Company belonging to the Customer is liquidated, put into receivership, de-registered, or otherwise terminate from the company register, JustAsklnc or any Officer shall not be responsible for seeing to the proper application of the assets or treatment of the liabilities of the Company unless it has specifically agreed otherwise.

12. Indemnify

If JustAsklnc makes any act or omission in good faith in respect of the Company or its assets or liabilities, JustAsklnc shall be indemnified by the Customer for such act or omission.

13. Control of Company

13.1. If the Customer fails:

13.1.1. to pay the annual or other statutory fees; or

13.1.2. the Fee; or

13.1.3. fails to communicate with JustAsklnc in connection with the affairs of their Company JustAsklnc may assume control of the Company and deal with it as it, at its sole discretion, sees fit.

14. Lien

JustAsklnc shall be entitled to a lien over documents and other property held for the Customer pending discharge of all the Customer's liabilities to JustAsklnc. Where the Customer is an agent and his principal's identity has been disclosed to JustAsklnc in writing before the relevant liabilities have been incurred, this Clause shall have effect as though the principal were the Customer.

15. Termination

15.1. Either party may terminate this Agreement in the case of a serious breach, without notice and in all other cases, upon three months notice of termination.

15.2. Termination shall not affect accrued rights and liabilities.

16. Governing Law

16.1. This Agreement shall be governed by the laws of Bermuda and shall be subject to the sole jurisdiction of the Courts of

Bermuda.

By clicking on the "continue" button you are deemed to have accepted these terms and conditions of use.

Screen shots of Completed Questionnaire follow

Questionnaire Introduction

The Questionnaire contains a series of questions designed to elicit the relevant Information required to make an application to the Bermuda Authorities to incorporate and organise the company.

The Questionnaire is divided into 6 sections. The Introductory page to each section tells you what information you will need to complete the section. We suggest that before beginning the Questionnaire you visit each introductory page. You are not required to complete the entire Questionnaire or any Individual section In one sitting. You will be able to review each section from the Questionnaire Home Page wh ch is accessible once you have completed the first section of the Questionnaire. From the Questionnaire Home Page you will be able to complete each section or return to review or edit any question in any section.

Once you have completed and submitted the Questionnaire, we will incorporate your company as soon as possible, following receipt of payment. From your Secure Client Centre you can track the progress of the Incorporation of your company and contact AS&K personnel directly.

If you have previously submitted a Questionnaire, you can select the "copy" option, which will enable you to copy the information provided in a previous Questionnaire. If you select this option you will be able to review and amend each section as appropriate.

Navigation of the Questionnaire: At the bottom of each page are a series of buttons,

which will guide you through the Questionnaire. Please use these buttons rather than your browser buttons to navigate through the Questionnaire. If you use the browser buttons your information will not be stored and cannot be retrieved if lost.

Following is a brief description of the navigation buttons:

Glossary: Should you be unfamiliar with some of the terms used throughout the

Example: Each question has an example of how it may be answered. ita Help: On screen we have provided some limited help or "Quick Help". Quick Help accompanies most of the questions. However, if Quick Help is not sufficient, a detailed help section also accompanies each question.

Back: This will take you to the previous screen within the section. Your answers will be saved. .:a . o Exit: This will save your information and exit you to the Exit page. From there you return to your Questionnaire Home Page, the Secure Client Centre or logout of the system.

Next: Once you have completed all required questions on a screen in a section, this button will save your information and take you to the next set of questions in that section.

_:.5αve Section

Save Section: Once you have completed a section, a review screen will summarise the answers you have provided. If you would like to amend a question, simply click on that question.

.Save Question

Save Answer: Once you have modified an answer to a question through the review screen, simply click on the save answer button to return to the review screen.

To provide you with the best service we ask that you periodically check the status of your incorporation from your Secure Client Centre. If required, we will post notes with respect to a company, which can be reviewed by clicking on the company name from your Secure Client Centre. The notes will inform you of any developments and/or problems.

Please note that you will not be able to amend the information on a submitted Questionnaire unless you contact us directly. If an amendment is material we reserve the right to charge you for the additional time taken to initiate the change. Further, in some cases, you may be required to provide additional fnfomation.

This web site was developed by Web front Communications Ltd. of Bermuda.

Section [l] - Name Reservation Introduction

In this section you will be asked to select a name for. the company and choose two alternative names. In addition, this section will enable you to copy the information from a previously submitted Questionnaire. You will need the following:

• The name of the company and two alternative names.

• The meaning of any initials used in any name selection.

• The name(s) of any affiliated companies registered in Bermuda.

Cop right @gO0O Just AS&K fine] Ltd.

This web site was developed by Web Front Ud. of Bermuda.

Secure Client Centre

Welcome Annette Manning to your secure home page. Your personalised home page provides easy access to information about your lncorporation(s). From here you are able to begin a new incorporation, access detailed information about incorporations in progress, as well as prior incorporations, view account information and return to a Questionnaire in progress.

Trade Corp 17 February 2000 H Questionnaire in Progress

I New Inς- ] I Inc, Status ] [ User Profile ] [ AcςguπLlβfa ] I t!--β ] [ Logout ] [ GfiπjacLys ] [ feSSKHame ]

This web site was developed by Web Front Communications Ltd. of Bermuda.

Section [l] - Name Reservation

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The name must end 1. Name of new company: Trad© Corp Limited jj] with either ^LM or "Limited", if the Alternative name: Trade 2 Corp Ltd. f| name Is already in Second alternative name: use, or reserved, Trade in Time.com Ltd. jj j one of the alternative names will be used.

If initials are used and 2. Do any of the above names contain stand for something, Yes ® No initials? this must be explained. φφφ

For example, will the Do you have any other companies company be an Yes ® No registered in Bermuda with a similar affiliate or name? subsidiary company of an existing Bermuda company and have a similar name. Pnc :-.F\.V" EiUt -

Section [l] - Name Reservation Review

The answers to each question are summarised below. If you would like to amend an answer, simply click on the question. Once you have amended a question click on the Save Answer button, which will save the change.

If you are satisfied with the answers to each question click on the Save Section button. This will save the Information In this section and take you to the Questionnaire Home Page. From the Questionnaire Home Page you can either begin a new section, exit the Questionnaire and go to your Secure Client Centre, or log out of the system.

1. Name of new company: Trade Corp Limited Alternative name: Trade 2 Corp Ltd. Second alternative name: Trade in Time.com Ltd.

2. Do any of the above names contain initials? No

Do you have any other companies registered in No

Bermυda with a similar name?

■EfigE sraππ

Copyright <?200P Just AS&K [Inc] Ltd.

This web site was developed by Web FtonJ Communications Ltd of Bermuda.

Questionnaire Home Page

From the Questionnaire Home Page you can monitor the status of each section. You can also access the Review Page for each section to see what information is required to complete that section. - ^'^

4^

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If needed, you can amend answers In a section already completed.

Trade Corp Limited

Section 1 - Name Reservation Ξ Complete Section 2 - Business Information Ξ Not Started Section 3 - Share Capital H Not Started Section 4 - Ownership M Not Started Section 5 - Directors & Officers M Not Started Section 6 - Organisation Not Started

Questionnaire Home Page

From the Questionnaire Home Page you can monitor the status of each section. You can also access the Review Page for each section to see what information is required to complete that section. ^•* ^•

4^ -4

If needed, you can amend answers In a section already completed.

Trade Corp Limited

Section 1 Name Reservation Ξ Complete Section 2 Business Information EJ Not Started Section 3 Share Capital M Not Started Section 4 Ownership M Not Started Section 5 Directors & Officers Ξ Not Started Section 6 Organisation M Not Started

Section [2] - Business Introduction

• The principal intended business of the company; and

• A brief description of the business ofthe company.

Unless you are forming an Insurance company, you do not have to provide a business plan or a long descriptive text of the business of the company. ^ ji.

CO

Copyright @2000 Just AS&K [Inc] Ltd.

This web site was developed by Web From Communications Ltd. of Bermuda.

Section [2] - Business Information

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Select the type of 1. What is the principal intended business of Trading Company business which most closely represents the the company? Intended business of the company. φφφ Λwammwjø

If the description Please provide a brief description of the provided does not s£> accurately represent business of the company: the intended business of the company, please amend as required.

This wsb site was developed by Web Front Communications Ltd. of Bermuda.

Section [2] - Business Information Review

O 1. What is the principal intended business of the Trading Company company?

Please provide a brief description of the business of To act as a trading company, to the company: carry on the business of trading [ ].

■aπ^g Bwaa

This web εito was developed by eb Front Communications Ltd. of Bermuda.

Questionnaire Home Page

From the Questionnaire Home Page you can monitor the status of each section. You can also access the Review Page for each section to see what information is required to complete that section. '^' x

If needed, you can amend answers in a section already completed.

Trade Corp Limited

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Section 1 - Name Reservation Ξ Complete Section 2 - Business Information H Complete Section 3 - Share Capital M Not Started Section 4 - Ownership H Not Started Section 5 - Directors & Officers Not Started Section 6 - Organisation H Not Started

Section [3] - Share Capital Introduction

• The currency of the shares (i.e. U.S. Dollars, Yen etc.);

• The par value of the shares;

• The number of shares to be created and the number of shares to be issued following incorporation;

• Whether or not the shares of the company will be paid u •p ^,jn full or in part.

This web site was developed by Web Front Communications (.td. of Bermuda.

Section [3] - Share Capital

f-fflasi-j

The minimum share 1. State the share currency: US Dollar capital is required to be US$12,000, or the equivalent in any 2. State the monetary value of the share 12000 currency. capital :

We recommend you 3. State the par value of the shares: 1.00 reduce the par value (i.e. to .10 or .01, etc) if you 4. The number of shares available for issue: want more shares to be issued and not pay a higher annual 5. Are the shares to be sold at a higher price ®γ_es ® No Government fee. than par? under Bermuda law "no par value" shares are not permitted. φφφ

Please Note - Based on the assessable share capital selected above, the cost ofthe incorporation including US $ 14600.0000 the Government Fees will be: asassKSΞS

On incorporation will the shares of the ©

Please note the F I ull ® Part ® Nil company be paid for in full, in part, or not shares can remain unpaid Indefinitely at all? although the shareholders will be liable for the amount unpaid. φφφ

For Insurance and

Re-Insurance companies, the minimum authorised share capital is dependent on the class of Insurance or re-insurance company. These shares must be paid in full upon incorporation.

This web site was developed by Web Front Communications Ltd. of Bermuda.

Ul

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Section [3] - Share Capital Review

Jl 1. State the share currency: US Dollar

2. State the monetary value of the share capital: 12,000.0000

3. State the par value of the shares: 1.0000

4. The number of shares available for issue on 12,000.0000 Incorporation:

5. Are the shares to be sold at a higher No price than par?

6. On incorporation will the shares of the company be Nil paid for in full, in part, or not at all? feifflsM-imwri

Questionnaire Home Page

From the Questionnaire Home Page you can monitor the status of each section. You can also access the Review Page for each section to see what information is required to complete that section. ' •

If needed, you can amend answers in a section already completed.

Trade Corp Limited

Section 1 - Name Reservation 89 Complete Section 2 - Business Information E3 Complete Section 3 - Share Capital S3 Complete Section 4 - Ownership H Not Started Section 5 - Directors & Officers Ξ Not Started Section 6 - Organisation Not Started

Section [4] - Ownership Introduction

The focus of this section is to determine, amongst other matters, who the ultimate

-4 beneficial owner(s) of the company will be. In other words, If a shareholder of the company is owned by one or more entities (i.e. a trust, partnership, individual or company) this is required to be disclosed to the Bermuda Authorities. You will need the following:

address and nationality of all beneficiaries.

This web site was developed by W_£b Frgπi C<?mmunicafioπs Ltd. of Bermuda.

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Section [4] - Ownership Introduction

The focus of this section Is to determine, amongst other matters, who the ultimate beneficial owner(s) of the company will be. In other words, if a shareholder of the company is owned by one or more entities (i.e. a trust, partnership, individual or company) this is required to be disclosed to the Bermuda Authorities. You will need the following:

address and nationality of all beneficiaries.

Copyright >g?Q00 Just AS&K [Inc] Ltd.

This web site was developed by eb Front Communications Ltd, of Bermuda.

o

Wed, 23 February 2000

Section [4] - Ownership Introduction

• The full name and address of the direct, intermediate and ultimate owners of the company;

• The place of Incorporation, if a direct, intermediate or ultimate shareholder is a company;

• The name of the stock exchange and symbol, if a direct, intermediate or ultimate shareholder of the company is listed on a stoc exchange;

• The nationality and occupation of all direct, intermediate or ultimate shareholders of the company who are individuals;

• If a direct, intermediate or ultimate shareholder is a partnership, the name of the partnership and place of formation and the names and addresses of all general partners;

• If a direct, intermediate or ultimate shareholder is a trust, the type of trust (e.g. discretionary or charitable etc.), date and country of settlement, the name, address and nationality of all trustees and settlors. In addition, where possible, the name,

address and nationality of all beneficiaries.

This web site was developed by Web Front Communications Ltd. of Bermuda.

Wed, 23 February 2000

Section [4] - Ownership

The Bermuda Identify the direct shareholders of the company,the number of shares they will hold Authorities require full disclosure of direct, and whether they are a private or public company, an individual, a trust or a Intermediate and partnership. WARNING ultimate beneficial owners of the Name of Individual, company. Company, Partnership or Number of Shares % of Share Type

Trust

Each individual holding a beneficial Margaret Paul Rosenq 1000 Individual interest (direct or Interactive Research A 11000 Partnership indirect) of 5% or more in the new Please Select company or 5% or more of any entity Please Select holding a beneficial interest in the new Please Select company must sign a personal declaration. Please Select

The minimum shares issued to shareholders must be: 12,000 .

Issued Shares : 12000.0000

The total shares available for Issue Unissued Shares: .0000 are: 12,000 . Total Shares: 12000.0000

If you return to this screen and wish to delete an entry you must check off the box below the trash can (S).

The entry will be deleted when you leave the screen.

This web site was developed by Web Front Communicalions Ltd. of Bermuda.

\

Wed, 23 February 2000

Section [4] - Ownership: Individual

Margaret Paul Rosenblat wmmmar

Information regarding 1. Please provide the following information for the Individual indicated. the individual's name and address is required by the Legal First Name: Margaret Bermuda Authorities. Legal Middle Name(s): Paul

The individual's Legal Last Name: Rosenblat business or home address may be

C3\ given. Street A dress: 100 Shore Drive

Where a required field Street Address 2: P.O. Box 3213 does not apply,pleaεe enter 'NA'. City: N/arna

State or Province: New York

Country: United States

Zip Code or Postal Code: 75189

mn wmr

Information regarding 2. Nationality: Canadian the individual's nationality, Occupation : Pharmacist occupation and date of birth is required by Date of Birth: 06 December 1957 the Bermuda Authorities.

Section [4] - Ownership: Partnership

Interactive Research Advisers vitmtm vw

Please provide the 1. Legal Name of Partnership: Interactive Research Advisers name, address and place of formation of Place of Formation: Costa Rica the partnership. The legal address (i.e. registered address) of Street Address: 2300 Windy Ridge Parlcway the partnership must be provided. Street Address 2: #1150

CΛ Where a required field City: Windsor does not apply,please State or Province: n/a enter ^*NA'.

Country: Cayman Islands

Zip Code or Postal Code: 30339

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Please provide the 2. Please select Stock Exchange (if any): NASDAQ relevant information if the partnership is Enter the stock ticker symbol: IRAI registered on a stock exchange.

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Please provide the 3. General Partner Information: names of the general partners and indicate whether they are an individuals, another U> partnership or a company.

If you return to this screen and wish to delete an entry you must check off the box below the trash can (®>).

The entry will be deleted when you leave the screen.

ON -4 This web site was developed by Web Froηt Communications Ltd. of Bermuda.

Wed, 23 February 2000

Section [4] - Ownership: Individual

Margo Peieus Rosenblat

^'tmrniMims?

Information regarding 1. Please provide the following information for the individual indicated. the individual's name and address is required by the Legal First Name: Mαrgo Bermuda Authorities. Legal Middle Name(s): Peleus

The individual's Legal Last Name: Rosenblat business or home address may be given. Street Address: 15007178th Avenue SW

Where a required field Street Address 2: P.O. Box 3239 does not apply,please enter 'NA'. City: Venetian Village

State or Province: Maryland

Country: United States

Zip Code or Postal Code: 75247

Information regarding 2. Nationality: Canadian the Individual's nationality, Occupation: Police Officer occupation and date of birth is required by Date of Birth: 21 December 1957 the Bermuda Authorities.

Wed, 23 February 2000

Section [4] - Ownership: Individual

Marek Patrick Rosenblat im t '

Information regarding 1. Please provide the following information for the individual indicated. the individual's name and address is required by the Legal First Name: Mαrek Bermuda Authorities. Legal Middle Name(s): Patrick

The individual's Legal Last Name: iRosenblat business or home address may be given. Street Address: 76 St Paul Street

Where a required field Street Address 2: P.O. Box 321 does not apply,please enter 'NA'. City: Valley Springs

State or Province: Denver

Country: United States

Zip Code or Postal Code: 75056

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Information regarding 2. Nationality: Canadian the individual's nationality, Occupation: Motor Mechanic occupation and date of birth is required by Date of Birth: 21 November 1957 the Bermuda Authorities.

Wed, 23 February 2000

Section [4] - Ownership Review

o

Ownership Page

Name of Individual,

Company, Partnership or Number of Shares % of Share Type

Trust

Margaret Paul 1,000.0000 Individual

8.3 Rosenblat

Interactive Research 11,000.0000 Partnership

91.7 Advisers

Issued Shares: 12,000.0000

Unissued Shares: 0.0000

Total Shares: 12,000.0000

Individual

- Name, of Individual Margaret Paul Rosenblat

Partnership

- -Name, of Partnership Interactive Research Advisers ^■ Name of Individual Margo Peleus Rosenblat - Name of Individual Marek Patrick Rosen b at

This web site was developed by Web Front Communications Ltd. of Bermuda.

Wed, 23 February 2000

Section [5] - Directors & Officers Introduction

In addition, every company must have a president and vice-president or chairman and deputy chairman, each of whom must be directors. Other thaf jihese officers, a company can have as many officers (who are not required to be directors) as needed. You will

-4 N> require:

• The names, addresses, nationality and occupation of he officers of the company.

This web site was developed by Web From Comrpunications Ltd. of Bermuda.

Wed, 23 February 2000

Section [5] - Directors & Officers

M& ϊϋa

Every Bermuda Directors: company must have a President and Vice- President or Chairman First Name: Middle Name: Last Name: Title: Position: and Deputy Chairman, each of whom must be Ann Henry Harvey President Director directors of the ISαndrα Hαkαn Θalvln Vlce-Presldent Director company.

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Officers of the Officers: company need not be directors.

Name: Title: Position:

A.S.&K. Services Ltd. will provide a Secretary to the company and a Resident Representative.

If you return to this screen and wish to First Name: Middle Name: Last Name: Title: Position: delete an entry you must check off the box below the trash Randall Michelle Cunningham Vice-President Eri Officer can (St). Luis Osamu Banks Lender-Mortgagd Officer

The entry will be deleted when you leave the screen.

This web site was developed by Web Froni Communications Ltd. of Bermuda.

Wed, 23 February 2000

Section [5] - Director

Ann Harvey

The individual's name, Please provide the information for the individual indicated: address, nationality, occupation and date of birth is required by First Name: Ann the Bermuda Authorities. Middle Name: Henry Last Name: Harvey

The home or business address of the individual may be Title: President given.

Where a required field Street Address: 6 Wellington Street does not apply ,please enter 'NA'. Street Address 2: P.O. BOX 1 19

City: Doha

State or Province: n/a

Country: Argentina

Zip Code or Postal Code: 126548

Nationality: Australian Occupation: Accountant Date of Birth: 03 July 1973

Wed, 23 February 2000

Section [5] - Director

Sandra Galvin

The individual's name, Please provide the information for the individual Indicated: address, nationality, occupation and date of birth Is required by First Name: Sandra the Bermuda Authorities. Middle Name: Hakan

The home or business Last Name: Galvin address of the individual may be Title: Λ/ice-President given.

Where a required field Street A dress: 1 Place Ville-Marie, Suite 2720 does not apply ,please enter 'NA'. Street Address 2: P.O. Box 1524

City: [Albany

State or Province: New York

Country: United States

Zip Code or Postal Code: 51647

Nationality: Belgian Occupation: Accountant Date of Birth: 28 July 1973

Wed, 23 February 2000

Section [5] - Officer

Randall Cunningham

EππaaiaaEr'

The individual's name, Please provide the information for the individual indicated: address, nationality, occupation and date of birth is required by First Name: Randall the Bermuda Authorities. Middle Name: 'Michelle

The home or business Last Name: Cunningham address of the individual may be Title: IVice-Presldent Engineering given.

Where a required field Street Address: 22 Willowdale Avenue does not apply,please enter 'NA'. Street Address 2: Apartment 108

City: Malton

State or Province: Ontario

Country: Canada

Zip Code or Postal Code: L71 1W3

Nationality: Italian Occupation: Engineer Date of Birth: 15 fj March 1972

Wed, 23 February 2000

Section [5] - Officer

Luis Banks

The individual's name, Please provide the information for the individual indicated: address, nationality, occupation and date of birth is required by First Name: Luis the Bermuda Authorities. Middle Name: Osαmu Last Name: Banks

The home or business address of the individual may be Title: [Lender-Mortgages ■& Consumer Loans given.

Where a required field Street Address: 27-3 Shinkawa Drive does not apply,please enter 'NA'. Street Address 2: 'Apartment 26

City: West Sacramento

State or Province: Ontario

Country: Canada

Zip Code or Postal Code: L452H6

Nationality: African Occupation: Attorney Date of Birth: 09 April 1963

Wed, 23 February 2000

Section [5] - Directors & Officers Review

Directors & Officers Information

First Name: Middle Name: Last Name: Title: Position:

Ann Henry Harvey President Director

Sandra Hakaπ Galvin vϊce-President Director

AS&K Employee Secretary Officer

AS&K Employee Resident Rep. Officer

AS&K Services Ltd. Assistant Sec. Officer

AS&K Services Ltd. (Assistant R.R. Officer

I I I ILoans

Directors' Information:

Name: Ann Harvey

Name: Sandra Galvin Officers' Information:

Name Randall Cunningham

Name: Luis Banks

Copyright (S>2000 Just AS&K [Inc] Ltd.

This web site vvas developed by Web Front Communications Ltd. of Bermuda. oo o

i.ogout^:?r pqcfc_.-to. Cl tent. Centre rf- Glpssqrv

Wed, 23 February 2000

Questionnaire Home Page

From the Questionnaire Home Page you can monitor the status of each section. You can also access the Review Page for each section to see what information is required to complete that section. "*'

If needed, you can amend answers in a section already completed.

Trade Corp Limited

Section 1 Name Reservation SS Complete Section 2 Business Information S3 Complete Section 3 Share Capital SS Complete Section 4 Ownership S3 Complete Section 5 Directors & Officers S Complete Section 6 Organisation H Not Started

Wed, 23 February 2000

Section [δ] - Organisation Introduction

Contact details of your auditor (if unknown - the appointment can be waived).

Contact details of the person who will maintain the day to day accounts of the company. _*

The date of your financial year end.

00 Contact details of the person who will be providing continuing instructions for the administration of the company to A.S.&K. Services Ltd.

This web site was developed by Web Front Communications Ltd of Bermuda

Wed, 23 February 2000

Section [6]θrganisation

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For additional 1. Custody of the share certificates: security, AS&K will ® AS&K Vault ^ Other hold the share certificates of the company in the AS&K vault if requested.

Where a required field does not apply ,please enter 'NA'.

If you plan to 2. Will the company establish a business office in β establish a physical Yes © No presence in Bermuda Bermuda? our affiliate, ReJd Manag£m--ut Limited, can provide accounting, management and consulting services.

If a bank account is 3. Is a Bermuda bank required? required, A.S.& K. ® Yes ® No Services Ltd. will open it following the Please select a bank: Bank of Bermuda incorporation of the company. i ΞSMSSEi

Our affiliated Would you like Reid Managment to provide company, Eeid « Yes bookkeeping services? No Management .Limited, can provide accounting services.

Where a required field does not apply,please enter 'NA'. na un r

We recommend the 5. Have you selected an auditor? appointment of a Yes ® Waive Bermuda auditor. All major international auditing firms have offices in Bermuda.

Where a required field does not apply.please enter 'NA'. mtitis astw

Most companies have 6. Date of financial year end: 31 B December December or March year-ends.

Technically, however, you can select any date. i.e. what date will the 7. First accounting period: 31 DecembeH 2000 first accounting period end. Usually, the first accounting period exceeds a year. See Help for more Information

This tt/eb site was developed by Weft Front Communicalions Lid. of Bermuda.

Wed, 23 February 2000

Section [β] - Organisation

Upon incorporation, A.S.&K. Services Ltd. will provide continuing corporate administration services. Please an A.S.&K. Services provide contact details for the person who will be responsible for continuing Ltd. Corporate Administrator will be instructions for the administration of the company. assigned to your company. Name: Annette Michelle Eve

If you require more Position: Training Manager information about A.S.&K. Services Ltd. Company: Bermuda Telephone Company Ltd. please click on the hyperlink.

Street Address: 70 Victoria Street

Where a required field does not apply,please Street Address 2: n/a enter 'NA'. City: Hamilton

State or Province: 'n/a

Country: Bermuda

Zip Code or Postal Code: H DX

E-mail: ameve@btc.brn

Usually the contact To whom should statements for billing, corporate administrative or resident person is the same. However, In some representative services and requests for the annual government fee(s) be sent or cases they can be copied? different; for example you may be incorporating the «w Same address as Question 8 company for another person or company.

Where a required field does not aρply,plesse enter 'NA'.

AS&K and its affiliates 10. Indicate if you would like information on: are able to provide Management Services you and your company with a « Accounting and Payroll variety of business Administration services and solutions. & Estate Planning and Administration

S Trusts - Advice and Administration

If you are incorporating the 8 Property j. Advice company for some other person or To whom should these materials be sent? company you may I^Same address as Question 8? want to have these materials sent to that B* Same address as Question 9? person or company.

Where a required field does not apply,please enter 'NA'.

This web site was developed by Web Front Communications Ltd. of Bermuda

Wed, 23 February 2000

Section [β] - Organisation li-MTOnflW

Select if you have 11. Have you worked with Appleby Spurling & worked with AS&K ® Yes ® No previously and wish to Kempe before? work with a particular attorney or corporate Which Lawyer? Peter Bubenzer administrator again.

Which Corporate Administrator? iShαri Aimons

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For example, if your 12. Do you have any special instructions for the incorporation Is time ' Yes ® No incorporation of the company? critical or the company Is required to be incorporated by a particular date.

Copyright ΘZ000 Just AS&K [Inc] Ltd.

This web site was developed by Web Front Communioah'ons Ltd. of Bermuda.

Wed, 23 February 2000

Section [δ] - Organisation Review

00 1. Custody of the Share Certificates: AS&K Vault

2. Will the Company establish a business office in No Bermuda?

3. Is a Bermuda bank required? Yes

Bank of Bermuda

4. Person or firm responsible for bookkeeping: Yes

5. Have you selected an auditor? Waive

6. Date of financial year end: 31 December

7. First accounting. eriod: 31 December 2000

Who will be providing continuing instructions Annette Michelle Eve for the administration of the company? 70 Victoria Street n/a

Hamilton n/a

HM DX

Bermuda ameve@btc.bm

9 • IP whom should statements for corporate Annette Michelle Eve administrative or resjdept representative services 70 Victoria Street and requests for the annual government fee(s_)__be n/a sept or copied? Hamilton n/a

HM DX

Bermuda ameve@btc.bm

10. You have Indicated you would like information on: Estate Planning and

Administration

These materials w[]i_be sent to: Annette'Michelle Eve oo 70 Victoria Street n/a

Hamilton n/a

HM DX

Bermuda ameve@btc.bm

11- Have you worked wtih Appleby Spurling & Kempe Yes before?

Whjch .Lawyer? Peter Bubenzer Which. Corporate Adrnjn? Shari Aimons

12. D .yo.U.have.any.sReclal instruct[pn§.fQ.r.the • No Incorporation of the company?

.;5αvS'_:Secfϊgι :.

Wed, 23 February 2000

Questionnaire Home Page

This page is your "control panel" for the completion of the Questionnaire. After you have completed each section of the Questionnaire, the Just AS&K line] system will return you to this page to carry on with the next section. You can exit the Questionnaire at any time and return to your Secure Client Centre. All of your answers will be saved (even if you have not completed a section) and you can return to finish it at any time.

From the Questionnaire Home Page you can monitor the status of each section. You can also access the Review Page for each section to see what information is required to complete that section. ^•'-^""?' o If needed, you can amend answers in a section already completed.

Trade Corp Limited

Section 1 Name Reservation S Complete Section 2 Business Information S3 Complete Section 3 Share Capital S3 Complete Section 4 Ownership S3 Complete Section 5 Directors & Officers 29 Complete Section 6 Organisation E2 Complete

Wed, 23 February 2000

Additional Information

AS&K is focused on providing a superior client service. Below are some optional questions that will enable us to improve the Just AS&K [Inc] system. Please feel free to answer these questions or add some additional comments. Also, please note our prJyacy__po!icy.

1. How did you hear about Just AS&K [Inc]? B Search Engine

B Advertising

I® Existing AS&K Client

Sf Professional Reference

Ό S Other

2. Why is Bermuda your jurisdiction of preference?|Reputαtion and stability

3.

This web sits was developed by Web Front Communications Ltd. of Bermuda.

Wed, 23 February 2000

Payment Options

Thank you for using Just AS&K [Inc]!

If you select to pay by credit card, we will proceed with your incorporation immediately. If you choose to pay by way of wire transfer, certified cheque or trust account, we will submit your application to the Bermuda Authorities once your funds have cleared (in the case of wire transfers and certified cheques) or have been cofffirmed (in the case of the trust account option). t

Please select one of the payment options below.

Final Amount Please select a payment option:

Government Fees and Expenses $2,600.00

Incorporation Fees $2,000.00

Total: $4,600.00

If you need further assistance, please email us at justaskinccaask.bm or call us at (441) 298-3540 between 7am and 5pm Eastern Standard Time.

Copyright €5000 Just AS8.K [Inc] Ltd.

This web site was developed by Web Front Communications Ltd. of Bermuda.

Ω

Credit Card Payment

Final Amount

Government Fees and Expenses $2,600.00

Incorporation Fees $2,000.00

Total: $4,600.00

VJSΛ @

Name on Credit Card Mrs. Rich Person

Credit Card Number 498503963985 2057

Date of Expiry March 2000

01 have read and agree to be bound by the Terrns ^nd Conditions.

Contract

1. Definitions

The following definitions shall have the following meanings:

1.1. "Customer" means the applicant for the Services from JustAsklnc;

1.6. "Officers" means any employee of, or any of those companies that are wholly-ownedi_subsidiaries of, Appleby Spurling & Kempe (a partnership);

1.7. "Questionnaire" means the series of questions and prompts provided by JustAsklnc on this web site which enable it to provide the Services; l.S. "Services" means the administrative function that constitutes the company formation services provided by JustAsklnc to the Customer on this web site;

2. Intention of the parties

2.2. The Customer acknowledges that this web site and the Services supplied through it, are the sole responsibility of JustAsklnc. The Customer further confirms that the firm of Appleby Spurling & Kempe ("ASK"), Barristers & Attorneys of Hamilton, Bermuda is an entirely separate legal entity to JustAsl nc. All ASK logo's and other references are made nnripr a lai/vfnllvr pypriitpH lirpnrp aπrppmpnt- marlp hpfwppn thp twn nrnanteaKnrm.

3. Disclaimers

3.5. Any advice offered by JustAsklnc during the provision of the Service will be based upon the Customer's answers to the Questionnaire. If such information is incorrect, incomplete or has otherwise been input in error, JustAsklnc shall not be responsible for any loss or damage caused to the Customer. JustAsklnc does not accept responsibility for reviewing any information provided to it by or on behalf of the Customer unless it expressly undertakes to do so and charges for that service.

X. 4. Liability

5. Identity

The Customer shall upon the request of JustAsklnc, provide all information required by JustAsklnc including, but not limited to, evidence of identity for all the participants in the formation process and the source any of funds (if applicable) to enable

JustAsklnc to discharge any statutory and other legal requirements it may have under the law of Bermuda or any other applicable jurisdiction. Any failure of the Customer to comply with all such reasonable demands for information and co- operation is a serious breach of these conditions, which may lead to immediate termination of service with no refund of the

Fee.

6. Authority fi 1 . Diirinn fhp nrnviςinn nf fhp fϊprvirp thp rnςtnmpr aut-hnriςp*. luςrΔςkTnr in thp ahςpnrp nf ςnprifir inQfmrHnnς tn thp

7. Appointment of Officers

8. Warranty

8.1. The Customer warrants that:

8.1.2. it is not a minor nor is acting on behalf of a person who is a minor; and ^ 8.1.3. the persons named as officers are legally entitled to hold such positions.

9. The Fee

9.1. The Customer shall pay JustAsklnc the Fee.

10. Confidentiality

JustAsklnc shall maintain as confidential all information that it receives from the Customer during the performance of the SSeerrvviiccee aanndd wwhhiicchh iiss nnoott ppuubl ^'icl ^'y available as a result of its misfeasance of nonfeasance.

11. Termination of Company

12. Indemnity

13. Control of Company

13.1. If the Customer fails:

13.1.1. to pay the annual or other statutory fees; or

13.1.2. the Fee; or

14. Lien JustAsklnc shall be entitled to a lien over documents and other property held for the Customer pending discharge of all the

Customer's liabilities to JustAsklnc. Where the Customer is an agent and his principal's identity has been disclosed to JustAsklnc in writing before the relevant liabilities have been incurred, this Clause shall have effect as though the principal were the Customer.

15. Termination

15.2. Termination shall not affect accrued rights and liabilities.

16. Governing Law

16.1. This Agreement shall be governed by the laws of Bermuda and shall be subject to the sole jurisdiction of the Courts of Bermuda.

Wed, 23 February 2000

Credit Card Payment

Final Amount

Government Fees and Expenses $2,600.00

Incorporation Fees $2,000.00

Total: $4,600.00

Name on Credit Card Mrs. Rich Person

Credit Card Number 4985039639852057

Date of Expiry March 2000

' I have read and agree to be bound by the Terms and Conditions.

Screen shots of Payment Options follow

Payment Options

Thank you for using Just AS&K [Inc]!

Please note, when you present the wire payment instructions to your b.ank or purchtise a certified cheque your bank may charge a processing fee. In the case of credit card payment, you will pay no processing fees if the share capital of the company is US$12,000 (or its equivalent). However, if the company's share capital is greater than US$12,000 (or its equivalent), the total cost of the incorporation will include a small processing fee to cover the higher Annual Government Fee.

Please select one of the payment options below.

Final Amount Please Select a Payment Option

Government Fees $2,600.00 [Credit Card]

Incorporation Fees $4,000.00 [Wire Transfer]

Total: $xxx.xx [Certified Cheque] [Trust Account]

Screen I: Credit Card Payment

Thank you for indicating that you would like to pay for your incorporation by credit card. The tot.al cost of your incorporation is shown below.

Your credit card details are invalid or incorrect. Please check your details and try again.

Sorry, your credit card has been declined or the system has "timed out". Please try again.

Before submitting this page you are required to enter into the Terms and Conditions Agreement with Just AS&K [ ie] Ltd.

Please check the box to acknowledge acceptance of the Terms and Conditions Agreement.

Final Amount

Government Fees $xxx.xx

Incorporation Fees $xxx.xx Total: $xxx.xx

α Visa Mastercard

Name on Credit Card Credit Card Number Date of Expiry

I have read and agree to be bound by the Terms and Conditions

[Submit Payment]

Screen II: Credit Card Approved

Thank you for your payment! Below is your credit card receipt. Please print the receipt and retain it for your records. To submit your Questionnaire please click on the "continue" button below.

Credit Card Receipt

Your payment of [US$xxx.xx] has been successfully received.

For Incorporation of: ABC Company

Payee: Just AS&K [Inc] Ltd., Cedar House, P.O. Box HM 1179, Hamilton, Beπnuda Payer: John Smith

Receipt Date and Time: 11 September 19992:53:23 PM Receipt Amount: $xxx.xx Payment Form: VISA Authorisation Number: xxxxxxxxxxxxxxxx Sequence Number: xxxxxxxxxxxxxxxx Invoice Number: xxxxxxxxxxxxxxxx

Once again thank you for using the Just AS&K [Inc] System! [Continue]

If you need further assistance, please email us at justasklnc@ask.bm or call us at (441) 298-3540 between 7am and 5pm Eastern Standard Time.

t o

Screen JJI: Wire Transfer Payment

Thank you for indicating that you would like to pay for your incorporation by a wire transfer payment.

The total cost of your incorporation is shown below. To submit the Questionnaire please click on the "continue" button below.

Before submitting this page you are required to enter into the Terms sad Conditions Agreement with Just AS&K [Inc] Ltd. Please check the box to acknowledge acceptance of the Terms and Conditions Agreement.

Final Amount

Government Fees $xxx.xx Incorporation Fees $xxx.xx Total: $xxx.xx

α I have read and agree to be bound by the Terms and Conditions

[Continue]

Screen TV: Wire Trωsfer Instructions

Please print and deliver the wire transfer instructions below to the bank that will be initiating the wire tr,ansfer. Also, to assist us in promptly identifying your wire transfer payment, kindly advise us of the information set out at the bottom of the page. Please e-mail us at justaskinc @ sk.bm or fax it to (441) 298-3483.

To submit the Questionnaire please click on the "Continue" button below.

Wire Transfer Instructions for Remitting Bank

t oo Payment for Incorporation of: ABC Island Ltd.

Client N.ame: Edward Smith Client*: WEB - [ ] Company: ABC Canada Inc. Date: 20 November 1999

Bank: Citibank N. A.

ABA Routing #: 02100089 Account Name: The Bank of Bermuda Limited Account #:

For Further Credit To:

The Bank of Bermuda Limited CHIPS UID: [ ] S.W.I.F.T. Code: [ 1 Beneficiary Account Number: E ] Beneficiary Account Name: Just AS&K [Inc] Ltd.

To assist us in promptly identifying your wire transfer payment, kindly advise us of the following:

Initiating Bank:

Bank Contact Name:

Bank Contact Telephone #: Date Bank was instructed:

Once again thank you for using the Just AS&K [Inc] System!

to o

Screen VII: Trust Account Payment

Thank you for indicating that you would like to use funds currently held on trust with Appleby Spurling & Kempe to pay for the incorporation. The total cost of your incorporation is shown below.

Please note, upon clicking on the "Continue" button at the bottom of the page you will be expressly authorising us to debit the specified amount from the funds held on trust. In any event, it may be necessary to contact you directly to confirm these express instructions.

To submit the Questionnaire please click on the "Continue" button below.

SBST

Before submitting this page you are required to enter into the Terms and Conditions Agreement with Just AS&K [Inc] Ltd. Please check the box to acknowledge acceptance ofthe Terms and Conditions Agreement.

Final Amount

Government Fees $xxx.xx Incorporation Fees $xxx.xx Total: $xxx.xx

α I have read and agree to be bound by the Terms and Conditions

[Continue]

Screen VIII: Trust Account Form

To assist us in promptly identifying the trust account, please answer as many ofthe questions below as possible.

Please note that your client number and matter number are indicated on all AS&K invoices.

The client name: The client number: The matter name: The matter number: The currency of the trust account: The responsible attorney: To submit the Questionnaire please click on the "continue" button below.

Thank you for using the Just AS&K [Inc] System!

Screen shots of Glossary follow

Glossary

[A] [B] [C] [D] [E] [F] [G] [H] [I] [J] [K] [L] [M] [N] [O] [P] [Q] [R] [S] [T] [U] [V] [W] [X] [Y] [Z] Word Description

A.S.&K. Services Ltd. An affiliate of Appleby Spurling & Kempe which provides corporate administrative services.

Acquisition Company A company incorporated to acquire, handle, lease, manage or otherwise develop or operate assets of any description located outside Bermuda.

Advertise To publish a notice, usually in a Bermuda newspaper, regarding the corporate affairs of the company.

Advertising Company A company incorporated to act as an advertising agent; to acquire and dispose of advertising time, space or opportunities in any media; to undertake advertising and promotional campaigns or to engage in any other business in this connection.

Affiliated Company A company is affiliated with another company if one of them is the subsidiary of the other or both are subsidiaries of the same company or each of them is controlled by the same person.

Agent A person employed to act on behalf of another (his principal). An act of an agent done within the scope of his authority binds his principal.

Agent Company A company incorporated to act as agent for and on behalf of any person or entity engaged in a particular line of business.

Aircraft/Aviation Company A company that acquires interests in, owns, finances, mortgages, maintains, insures, manages, operates, modifies, sells, leases, charters or otherwise disposes

of or deals with aircrafts.

Allot The appropriation to an applicant of a certain number of shares in the company.

Alternate Director An individual (eg a director or a third person) appointed to act in substitute for an absent director. That individual will, during the absence of his appointer, have all the rights and powers of a director. The Bye-Laws of the company should clearly set out the terms of an allots appointment.

Annual General Meeting A meeting of shareholders of a company which is convened once in every calendar year at which, amongst other things, directors are appointed.

Annual Government Fee An annual fee payable by exempted companies on incorporation of the company and, thereafter, in January of each year. The fee follows a graduated structure based on the assessable capital of the company.

The appropriate fee payable is determined in accordance with the following table: Assessable capital Gov. fee

$0 - $12,000 $1,695 $12,001 - $120,000 $3,460 $120,001 - $1,200,000 $5,340 $1,200,001 - $12,000,000 $7,120 $12,000,001 - $100,000,000 $8,900 $120,000,001 - $500,000,000 $15,900 $500,000,001 or more $26,500

There are a few exceptions to the above: if the company is incorporated on or after 1 September, half of the relevant fee is payable for the balance of the year; where the company's capital is expressed in a currency other than US dollars and on conversion is less than Bermuda area currency of $15,000, only the minimum government fee is payable;

in the case of insurance companies, where the company's capital is denominated in a currency other than US dollars and on conversion is less than Bermuda area currency of $150,000, a fee of $3,510 is payable.

Appointed Newspaper Bermuda newspapers designated by the Registrar of Companies in which notices shall be published for the purposes of the Companies Act.

Appointed Stock Exchange Stock exchanges and competent regulatory authorities designated by the Minister of Finance as such. An up-to-date list of the appointed stock exchanges can be supplied upon request.

Assessable Capital For most Bermuda companies (not mutual companies or mutual funds, which have a different calculation,) the assessable capital is the total of its authorised share capital and (if any) its share premium account.

Audited Financial Statements The financial statements of a company must be audited, signed by two directors, and presented to the shareholders annually. . _#..

It is possible to waive the preparation and presentation of the audited financial statement in any one year provided that all shareholders and all directors of the company consent in writing or at a general meeting.

Auditor's Report The Directors must present to the shareholders at a general meeting in each year financial the statements for the relevant financial period, prepared in accordance with generally accepted accounting principles, together with an auditor's report.

The report must be addressed to the shareholders of the company and state whether in the auditor's opinion the annual accounts have been properly prepared In accordance with the Companies Act and present a true and fair view. The report must also state whether the auditors consider that the information given in the director's report is consistent with that in the annual accounts and, if they are not satisfied, they must say so in the report.

Auditors The shareholders must appoint auditors to ascertain and state the true financial position of the company. However, this requirement may be waived if all of the shareholders and all of the directors, either in writing or at a general meeting,

αyiee: uicu uieie snail ue nυ uunur, I I II waive, II IUS ue uuiαmeu at eui-ii yeiiei iai meeting where the appointment of the auditor would otherwise take place. Bermuda resident auditors are not necessary.

Authorised Share Capital The total share capital that a company has available to issue to shareholders. Wot all authorised share capital has to be Issued Immediately. .

B [Top]

Bank There are three banks in Bermuda: The Bank of Bermuda, The Bank of Butterfield, and The Bermuda Commercial Bank. Bermuda companies are not required to maintain a Bermuda bank account although they frequently do.

Bank Account A Bermuda company may open and maintain a bank account in or out of Bermuda.

Most Bermuda banks will not open an account without full details of the beneficial owner(s) of the company. _ώ

Bearer Shares Shares which allow title to be transferred by delivery of the share certificate. Bermuda companies may not issue bearer shares.

Beneficial Interest The right to enjoy the economic profit, benefit or other advantage resulting from property as distinct from the legal ownership or control of that property.

Beneficial Owner The person who enjoys or who is entitled (both at law and at equity) to the benefit of property/assets.

Bermuda Bermuda is the oldest colony within the British Commonwealth. It has been self- governing since 1620 and has the third oldest Parliament in the world. Bermuda's legal system is based on English common law and English is the official language.

The Islands of Bermuda are among the most isolated in the world with the nearest point of land being Cape Hatteras, North Carolina, USA - 570 miles west of Bermuda. The climate is semi-tropical.

Bermuda is in the Atlantic Time Zone and is 1 hour ahead of Eastern Standard Time in the USA and 4 hours behind Greenwich Mean time in the UK.

Bermuda Authorities The Bermuda Monetary Authority, the Minister of Finance and the Registrar of Companies are the chief regulators of Bermuda companies.

Information supplied to Bermuda Authorities, other than for the public record, is required by law to be maintained on a confidential basis.

Bermuda Companies Bermuda companies fall into 2 principal categories: companies incorporated by Bermudians to trade primarily in Bermuda ("local companies") and companies incorporated by non-Bermudians for the purposes of conducting business outside Bermuda and/or with other exempted entities ("exempted companies").

This website is concerned only with the latter kind of company. Kindly contact Just AS&K [Inc].bm for advice on local company incorporations.

Bermuda Dollars The currency of Bermuda. The Bermuda dollar is pegged 1:1 with the US dollar. US dollars are accepted In Bermuda. ._.,,£•

Bermuda Legislature The Bermuda Legislature consists of a 40 seat House of Assembly elected under universal franchise from 20 double member constituencies and an appointed Senate.

Bermuda Monetary Authority (BMA) The BMA is Bermuda's central monetary authority and is responsible for the issue of Bermuda notes and coins, supervision of Bermuda's financial services sectors, provision of advice to Government on banking and other financial and monetary matters and the vetting of individuals and entities wishing to incorporate in Bermuda. The BMA assists the Minister of Finance in the execution of his duties.

Board of Directors See 'Director'

Bonus Shares Shares allotted to existing shareholders of a company and paid for our of profits which could otherwise be distributed as a dividend. Bonus shares are capital (and not income) in the shareholders' hands,

Books of Account A Bermuda company must keep financial records of its business activities. If the records are not kept at the registered office in Bermuda then the company must maintain sufficient records in Bermuda to allow the directors to ascertain the financial position of the company at the end of each quarter.

Burmuda

Bye-Laws The bye-laws are a contract between the company and its shareholders which govern the company's internal organisation, management and administration. They are a private document, and are not subject to governmental review or to public inspection in Bermuda. Shareholders are, however, entitled to receive copies of the bye-laws upon request. The adoption and amendment of the bye-laws is a two- stage process which involves the approval of the directors at a board meeting and then of the shareholders in general meeting.

The company will be incorporated with AS&K's standard bye-laws. Bye-laws are not required to be filed in any public register or otherwise made available to the general public.

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Call on Capital When a company requires shareholders to advance some or all of the share purchase price to the company In relation to unpaid or partly paid shares. For example, the purchase prices of the shares do not have to be paid in part or at all upon purchase from the company and can technically remain unpaid for the entire life of the company. However, shareholders will be liable for the full purchase price of the shares.

Capitalisation The total value of monies invested In a company. Capital may be made up of bonds, debentures, the par value of preferred and common stock, share premium and surplus.

Carry on a Trade or Business in An overseas company will be engaging In or carrying on a trade or business in Bermuda Bermuda if it (i) occupies premises in Bermuda, (ii) If it makes known by way of advertisement, by an insertion in a directory, by means of letterhead, or by way of a website or e-mail address that it may be contacted at a particular address in Bermuda, or (iii) is otherwise seen to be engaging In or carrying on a trade or

Dusmess in or rrom wicnin isermuαa on a continuing Dasis. AΠ overseas company requires a permit to engage in or carry on a business or trade in or from within Bermuda. An overseas company will not be deemed to be carrying on business in Bermuda by the mere fact that meetings of its officers or shareholders are held in Bermuda, or that the company acquires, holds and deals in securities Issued by a Bermuda entity.

Certificate of Incorporation Once a company has been incorporated, the Bermuda Authorities will issue a Certificate of Incorporation. The Certificate is conclusive evidence that the company was duly incorporated.

Chairman Bermuda companies must appoint a chairman or a president, who must also be a director.

Collective Investment Schemes Collective Investment Schemes comprise mutual funds and unit trusts.

Companies Act The Companies Act, the principal Bermuda legislation concerning incorporation, management, administration and winding up of companies.

Company Formation/Registration On formation, a company becomes a legal person separate and distinct from its shareholders. Following registration of the memorandum of association, a company receives a certificate of incorporation.

Company Name The name of a Bermuda company must always end in "Limited" or "Ltd." There are exceptions for unlimited companies and companies without share capital (the latter are usually restricted to non-profit organisations). The name of the company, including the word "Limited" or "Ltd." must appear on the company's stationery.

The Registrar of Companies will refuse a name if there is likely to be an obvious conflict with an existing registered name or if the proposed name contains words such as "Chamber of Commerce", "Royal", "Imperial", "Municipal", "Chartered", "Co-operative" or "Building Society".

Company Stationary For the purposes of the Companies Act 1981, stationary includes all business letters, notices, official publication, bills of exchange, promissory notes, endorsements, cheques, orders for money or goods, bills of parcels, invoices, receipts and letter of credit.

Computer Consultancy Company A company incorporated to provide consultancy and advisory services of whatsoever nature in connection with computers, computer software and programming, computer hardware and related equipment, computer systems designs and engineering and all kinds of data processing.

Computer Hardware Company A company incorporated to manufacture, install, license, distribute, repair and deal in computer hardware and other such electronic apparatus.

Computer Software Company A company incorporated to design, write, develop supply, purchase, wholesale, retail, distribute and deal in all kinds of computer programmes, software and related technology or information.

Consent of the Bermuda Monetary Supporting information on the ultimate beneficial owners, including personal Authority declarations for individuals who will control at least 5% of the Bermuda company, must be submitted to the Bermuda Monetary Authority on behalf of the Minister of Finance who must consent to the Issue of the shares.

Consent of the Minister Refers to the consent of the Minister of Finance to incorporate a company. An application for consent must be filed to Incorporate any company that has non- standard objects. The Just AS&K [Inc] system will only Incorporate companies with standard objects.

Constitutional Documents The certificate of incorporation, memorandum of association and bye-laws of a company.

Consultancy Company A company incorporated to provide management, consultancy, accountancy, administrative and advisory services of any description to persons or entities situated outside Bermuda.

Continuation A company incorporated in a jurisdiction with reciprocal legislation may be discontinued from that jurisdiction and continued in Bermuda (whereupon the provisions of the Companies Act will apply). A Bermuda company may be discontinued from Bermuda and continued in another jurisdiction on the same basis. These processes transfer the legal domicile of the company.

Contributed Surplus Any person, including a shareholder, may make a contribution of cash or other assets to the company. To qualify as contributed surplus a gift or donation of cash or property to the company must be unrelated to the issue of shares in the company to the party making the contribution. Contributed surplus is not taken into account in calculating the assessable capital of a company..

If an issue of shares Is connected with the making of the contribution the amount of the contribution may be deemed a premium on the issue of shares and thus be required to be treated as capital.

Control A company is controlled by another person or company if its shares, carrying 50% of the votes for the election of directors, are beneficially held by the relevant person or company and such shares are sufficient to elect a majority of the board of directors.

Corporate Administrative Services Ongoing administrative services provided by A. S. & K. Services Ltd. on behalf of corporate clients. These services include, but are not limited to, the maintenance of corporate records, arranging and holding meetings and the provision of general corporate secretarial services. See A.S.&K. Services Ltd. hyperlink.

Corporate Seal A method of expressing consent to a written instrument by attaching to it a wax impressed with a device or (more commonly) a paper seal. The seal of a Bermuda company may be affixed to documents by a director and either the secretary, another director or some other person expressly authorised for the purpose, or in such other manner as the bye-laws may provide.

D [lap]

Debentures An instrument issued by a company as evidence of a debt or as security for a loan of a fixed amount.

Director The business of a company is managed by its board of directors consisting of not fewer than two persons. Any individual may serve as a director, except an undischarged bankrupt or a person convicted by a court of certain offences.

Every exempted company must have two individuals ordinarily resident in f_ , —

øermuαa to serve as eicner: _aj cwo uer uαa resident αirectors, or J D a Bermuda resident secretary and a Bermuda resident director, or (c) a Bermuda resident secretary and a Bermuda resident representative of that exempted company.

The Just AS&K [Inc] System will automatically appoint a resident secretary and a resident representative. AS&K does provide directors in certain circumstances for an additional fee.

Discontinuation See 'Continuation'

Discretionary Trust A discretionary trust is a trust in which some or all of the beneficiaries do not have a fixed entitlement to any part of the trust property.

Distribution See 'Dividend & Distribution'

Distribution Company A company incorporated to carry on the business of importers, exporters, wholesalers, retailers, distributors and dealers in all kinds of goods and commodities and to establish stores or business places in this connection.

Dividend & Distribution A Bermuda company may declare and pay a dividend, or make a distribution out of contributed surplus, provided there are reasonable grounds for believing that after any such payment (a) the company will remain solvent and (b) the realisable value of its assets will be greater than the total of its liabilities, issued share capital and share premium.

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E-Commerce Company A company incorporated to design, acquire, develop, implement and provide data processing, indexing, storage, recording, retrieval and monitoring of products and systems by wire, wireless, telephone or other electronic medium.

Exempted Company A company designed for ownership by non-Bermudians and usually formed for the purpose of conducting business outside Bermuda. These companies are exempted from various provisions of Bermuda law such as stamp duty (exchange control restrictions), which apply to locally controlled companies.

flop]

Foreign Sales Company A company Incorporated outside the United States ("US") that is given special tax treatment under US tax regulations because it promotes the export of US manufactures. Bermuda has been designated by the US Government as a qualifying jurisdiction for the incorporation of foreign sales companies by US corporations.

Foreign Sales Corporation A foreign sales corporation is a company, which is incorporated outside of the United States and is given special tax treatment under US tax regulations because it promotes the export of US manufactures.

Bermuda is designated by the United States Government as a qualifying jurisdiction for the incorporation of foreign sales corporations by US corporations.

Franchising Company A company incorporated to buy, sell, market and license franchise and trade names.

G [Top]

General Meeting One of the principal decision making bodies of a company at which members can attend and vote.

General Partner A partner who participates fully in the profits, losses and management of a partnership and who is personally liable (i.e. jointly and severally with other general partners) for the partnerships debts. General partners' names may appear in the name of the partnership.

General Partnership In a general partnership, the liability of the partners to third parties for the partnership's debts and obligations is unlimited. Each partner is liable jointly with other partners and severally for debts and obligations of the firm incurred while he is partner.

Guarantee Company A company incorporated to enter into any guarantee, contract of indemnity or suretyship and to assure, support or secure the performance of any obligation of

any person or entity.

H [Top]

Harrington Trust Limited A licensed Bermuda trust company owned by the partners^: of Appleby Spurling & Kempe, which offers a comprehensive range of trust services.

Holding Company A company that controls a subsidiary company; a parent company of a group of companies.

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Immigration Requirements All non-Bermudians must obtain prior specific permission of the Minister of Labour and Home Affairs in order to seek and take up employment in Bermuda.

Incorporation by Private Act Incorporation of a company by Private Act of Be tnuda Legislature.

Incorporation by registration Incorporation of a company pursuant to the provisions of the Companies Act 1981.

Information Technology Company A company incorporated to develop, license, market, sell, install, maintain and otherwise deal in information technology, office automation, electronic equipment, computers and computer programmes, data transmission products and related apparatus of all kinds.

Insurance Company / Reinsurance A company incorporated to act as insurance and reinsurance agent and to act as Company underwriting agent in ail classes of insurance and reinsurance business.

Insurance Regulations The Insurance Act 1978 and its Regulations apply to any person carrying on insurance business in or from within Bermuda and provides for the registration of all insurers, insurance managers and brokers, agents and salesmen.

Intellectual Property Company A company incorporated to design, acquire, hold, sell, assign, grant or develop patents, trademarks, service marks, copyrights and such other intellectual property

rights.

Intermediate Company Where there is a structure of intermediate ownership through a variety of holding companies, it is necessary to disclose the chain of ownership and to provide information in relation to the name, registered address, place of formation and general business purpose of the intermediate entities, whether corporate or otherwise. Particular emphasis is placed on whether or not any of the intermediate companies have issued, or have the capacity to issue, bearer shares (and thereby facilitate a change of ownership of the company without formal approval).

Investment Holding Company A company incorporated to act as a holding company and to acquire and hold shares, stocks, debentures, bonds, mortgages, obligations and securities of any kind issued or guaranteed by any entity and to vary, transpose, dispose of or otherwise deal with any such investments for the time being.

Issued Share Capital That part of a company's authorised capital which has been issued to its shareholders.

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Leasing Company A company engaged in the sale, disposal or letting on hire of goods or equipment of any kind and to institute, subsidise, maintain and/or to acquire any and all rights in such goods or equipment.

Limited The word 'Limited' or the abbreviation 'Ltd.' must be appended to the name of a Bermuda company to denote that the liability of the shareholders of the company is generally limited to the amount, if any, unpaid on the shares respectively held by them. The Companies Act also permits the formation of companies with unlimited liability. Please contact [justaskinc@ask.bm] for further information.

See 'Company Name'

Limited Liability The liability of shareholders of a Bermuda company is generally limited to an amount (for the time being) unpaid on shares respectively held by them.

Limited Partnership A limited partnership consists of one or more general partners and one or more limited partners.

The liability of a limited partner is limited to the value of capital (whether cash or property) which he contributes or agrees to contribute to the limited partnership.

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Memorandum of Association The business activities of a company will be governed by the provisions of its memorandum of association which identifies the name of the company, its initial capitalisation and the powers that may be exercised in support of such business, the nature of its intended business and whether the liability of the shareholders is limited or unlimited. For limited duration companies the memorandum of association specifies the period fixed for the duration of the company, or the event following which the company is to be dissolved The memorandum of association may be altered on the consent of the shareholders in general meeting following due notice of the intention of the meeting and certain filings with the Registrar of Companies.

Minimum Share Capital The minimum authorised and issued share capital of a standard Bermuda company is US$12,000 or the equivalent amount in any currency other than Bermuda dollars. The minimum share capital must be issued (although not necessarily paid up). The minimum share capital must be represented by the par value of the shares first issued by the company, and not by share premium. For example, the minimum requirements will not be fulfilled if a company issues 1000 shares (par value US$1) for US$12 each. In this case, the minimum share capital will be US$1,000.

For a licensed Bermuda insurance company, the minimum authorised, issued and paid-up share capital is higher and varies depending on the class of licence sought.

For a licensed Bermuda trust company, the minimum authorised, issued and paid up capital is US$250,000 or its equivalent.

Mininα Comnanv A comnanv inπnmoraffid to explore, recover, amuirfi. lease, refine, nrnress.

maintain and manage mines, mineral lands and deposits of all kinds and to transport, sell or otherwise dispose of any part thereof.

Money Laundering The phrase "money laundering" covers all procedures employed to conceal the origin of criminal proceeds so that they appear to have originated from a legitimate source.

Mutual Company A company (other than a company limited by shares or other company having a share capital) which is authorised to engage in or carry on as a principal object insurance or reinsurance business of all kinds on the mutual principle (i.e. whereby members who are exposed to some contingency associate themselves together by contributing by way of premiums on the basis that if the contemplated contingency befalls any member he shall receive a compensatory payment).

Mutual Fund A company incorporated for the purpose of investing the moneys of its shareholders for their mutual benefit and which may redeem or repurchase its shares without reducing its authorised share capital.

Mutual Fund Company A company that carries on the business of a mutual fund company. Namely, a company limited by shares or having a share capital and incorporated for the purpose of investing the monies of its shareholders for their mutual benefit and in furtherance of this objective to acquire, hold, sell, dispose of and deal in real property situated outside Bermuda and in personal property of all kinds wheresoever situated.

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Name Reservation The proposed name of a company must be reserved in advance by application to the Registrar of Companies. The name reservation can usually be confirmed within 24 hours.

Formal clearance cannot be obtained until incorporation, but the reservation will ensure that no other company can use the name or a similar name. The reservation is good for 3 months and may be renewed if necessary.

Nominee Shares of a Bermuda company may be held in the name of a nominee as agent for

the beneficial owner. Only the nominee's name will appear on the share register of the company. The use of a nominee does not avoid the need to submit information on the beneficial owners of the company to the Bermuda Monetary Authority.

If it is intended that AS&K's owned nominee company will be the registered holder of share in the Bermuda company, all shares must be fully paid. There is an annual fee of $500 for provision of this service.

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Objects The memorandum of association sets out the objects of the company. The objects define the capacity of the company. Generally, companies adopt broad objects for the purpose of engaging in a variety of activities.

Officer A Bermuda company must appoint one of its directors as president or chairman

Oil &. Exploration Company A company engaged in exploration, development, production, purchase, transportation and marketing of crude oil, natural gas, coal and other minerals or natural resources in a specified geographical region.

Organisation A Bermuda company can only carry on business once it has been organised. After the company is incorporated, the company is organised. Organisation involves a meeting of its provisional directors (usually staff of A. S. & K. Services Ltd.), and the issue of shares to the initial shareholders. Following this meeting, the shareholders of the company meet to approve the bye-laws of the company and appoint directors. The directors then meet and appoint the officers of the company and determine other formal matters such as the financial year-end for the company. The accountants and auditors of the company are also usually appointed.

Organisational Meetings There are three organisational meetings:

a. Provisional Directors' Meeting

The subscribers to the memorandum of association (usually staff of A. S. & K.

Services) are also the provisional directors of the company upon incorporation. They hold office only until the board of directors is appointed by the initial shareholders. The provisional directors: i. allot the shares to the initial shareholder(s); ii. call the first meeting of the shareholder(s); iii. approve the bye-laws of the company, subject to confirmation by the shareholders at the first meeting.

b. Statutory General Meeting

The statutory general meeting is the first meeting of the shareholders. It must be held as soon as convenient after the minimum share capital has been subscribed. This meeting counts as the annual general meeting for the year in which it takes place. The shareholders: i. adopt the bye-laws of the company; ._. ii. appoint the directors; and . ^^ι to to iii. (usually) appoint the auditors.

c. First Meeting of Directors

This meeting normally occurs Immediately after the statutory meeting. The directors will: i. elect or appoint the president and vice-president (or the chairman and deputy chairman) and such other officers as may be required; ii. appoint a secretary and, if relevant, a resident representative; iii. establish the registered office; iv. make a call (if required) on the issued shares (usually 100%); v. approve the payment of the Bermuda Government fee; vi. adopt the seal of the company; vii. approve the application for the tax exemption certificate; viii. (usually) authorise the opening of bank accounts; and ix. (usually) appoint accountants to maintain the financial records.

Overseas Company A corporation formed under the laws of a state or country other than Bermuda.

Overseas Partnerships Partnerships formed under the laws of a jurisdiction other than Bermuda.

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Paid up Share Capital 'Paid up share capital' denotes shares for which full payment has been received by the company.

Par Value The face or stated value of a share or bond. Shares may not be issued at a price per share less than the par value (i.e. shares may not be issued at a discount).

Parent Company Generally refers to a company owning more than 50% of the voting shares (or otherwise a controlling interest) of another company called the subsidiary.

Partly Paid Share Capital Shares may be issued as partly paid on the bains that the balance will be paid by instalments on fixed dates or when called by the company.

Partnership Overseas CompanyThe relationship which subsists between persons carrying on a business In common with a view to profit. There are two types of partnerships in Bermuda: general partnerships and limited partnerships.

Bermuda general and limited partnerships are essentially contractual relationships between the partners. Partnerships may sue and be sued and carry on business in their own name but are not separate legal entities.

See 'Carry on a Trade or Business in Bermuda'.

Partnership Company A company incorporated to act as general partner of a certain partnership and in this regard to provide general management services to the partnership.

Permit Company An overseas company (i.e. formed outside Bermuda) which has applied for and received a permit to carry on business in or from Bermuda.

Personal Declaration This form must be completed and signed by each individual who will ultimately beneficially own 5% or more of a Bermuda company. The information contained in the personal declaration is required by statute to be treated as confidential by the Bermuda Monetary Authority.

Pharmaceutical Company A company incorporated to carry on the business of wholesale and retail pharmaceutical chemists; to formulate, manufacture and dispense certain medicines; and to make and deal in surgical instruments and other aids for hospitals and patients.

Powers The powers of a company are set out in its memorandum of association and are the means by which the company's objects may be carried out.

Preference Shares Preference shares usually have preferential rights to dividend and/or return of capital as against common shares.

Principal Business The objects of a company prescribe its main business activities.

Private Act Incorporation by a private act of the Bermuda Legislature is sometimes possible where the general law will not accommodate the proposed structure, internal organisation, or method of operation of the entity.

Prohibited Business Activities The Companies Act designates certain types of business as "prohibited business activities" and bars Bermuda companies from undertaking these activities.

The following are prohibited business activities: a. trafficking in armaments; b. operation of lotteries or gambling facilities, including the operation of lotteries or gambling facilities through the Internet; and c. the importation, exploration, trading in manufacture, production or supply of controlled drugs.

Property Development Company A company Incorporated to acquire, hold, deal with, manage and/or develop Drooertv of anv tenure outside of Bermuda.

Prospectus A memorandum setting out the nature of an issue of shares or debentures by a company and inviting the public to subscribe to the issue. A copy must generally be filed with the Registrar of Companies.

Public Records of a Bermuda The following records of a Bermuda company are available for public inspection at Company the Registrar of Companies: a. the memorandum of association; b. certificate of incorporation; c. the notice of the registered office of the company; d. any charges registered against the company; e. any prospectus filed by the company .

The register of directors and officers and the register of shareholders are available for public inspection at the registered office of the company.

Publishing Company A company incorporated to publish, sell, print, engrave, package and distribute all types of printed materials including all means of isual production and reproduction to oo of words and pictures. o

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Questionnaire The company formation questionnaire is an informational document set out in a number of parts (e.g. name reservation, business information, share capital, ownership, directors officers and organisation).

Quorum The minimum number of persons who must be present for a meeting of shareholders or directors for the meeting to be properly constituted.

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Redemption or Re-Purchase of Issued No redemption or repurchase of shares may take place if, as a result of the Shares redemption or repurchase, the issued and outstanding shares of the company would represent less than the minimum authorised share capital.

Where the company requires the ability to issue redeemable preference shares which are redeemable only at the option of the company or on specified terms, the power to do so may be provided for in the bye-laws.

Where the company proposes to issue redeemable preference shares which are redeemable at the option of the holder, a specific power to do so must be included in the memorandum of association.

A company may, if authorised by its memorandum of association or bye-laws, repurchase its own shares.

Register of Directors and Officers A company must maintain a register which lists the names and addresses of its directors and officers. This register must be kept at the registered office and is available for public Inspection.

Register of Shareholders See 'Share Register'.

Registered Office A company's official address. A Bermuda compfny must have a registered office in Bermuda. A post office box may not be used as a registered office. The share register and certain other records of the company must be kept at the registered office.

Registrar of Companies (ROC) The ROC is the public office charged with the powers and duties conferred or imposed upon it by the Companies Act in particular...[ ].

Reid Finance Limited An affiliate company of Appleby Spurling & Kempe which provides nominee shareholder services.

Reid Management Limited An affiliate company of Appleby Spurling & Kempe which provides management, consulting and accounting services to clients.

Reserved See 'Name Reservation'

Resident Representative Bermuda companies that have no directors resident in Bermuda must appoint a resident representative fwho shall not also be the secretary of the company). The

resident representative is entitled to: receive notice of, attend, be heard and receive minutes of all meetings of the directors and the shareholders, or of any committee of directors and shareholders; make all necessary filings with, or applications for, approval to the Minister of

Finance and the Registrar of Companies, which are required by the

Companies Act to be made within certain time periods; and to receive, on the company's behalf, service of process in any action or proceedings against the company.

The resident representative is also given statutory duties to ensure that the company complies with Bermuda law. He is expected to make reports to the Registrar of Companies should he become aware that:

• the company has committed a breach of any provision of the Companies Act, or any related regulation, which will materially affect the affairs of the company; or

• an issue or transfer of shares has been effected in contravention of any Bermuda legislation. J The resident representative for a private company must be an individual ordinarily resident in Bermuda, but a public company may have a body corporate as Its resident representative.

Resolution

Restricted Business Activities The Companies Act designates certain types of business as restricted business activities. Bermuda companies may be formed to carry on the restricted business activities provided it receives prior ministerial review and approval of such activities. Those activities considered to be restricted business activities include:

• Financial Services: i.e. companies providing investment advisory, investment management, consultancy and agency services.

• Group Finance: i.e. companies though, which some or all of the financial investments, management, advice and administration of the corporate group of which the company is a part, will be effected in Bermuda and elsewhere.

• Trustee Business: i.e. public and private trust companies;' Professional services: i.e. accountancy and other professional services;

• insurance ana κeιπsuraπce Dusmess.

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Secretary The secretary of a company is usually appointed at a board meeting to perform the duties of the secretary. The secretary is an officer of the company.

Securities Shares, warrants, debentures, bonds or bond mandates, convertible notes, non- renounceable letters of allotment, scrip certificates or rights coupouns.

Settlement The instrument(s) by which property is settled or a trust established.

Settlor The person who establishes a trust. A settlor is known, for example, as a grantor in the United States and as a trustor in Scotland.

Shadow Director A person(s) in accordance with whose instructflns or directions the directors of a J company are accustomed to act. J

Share Units of a company's share capital conferring rights and liabilities on the holder. The rights and liabilities attaching to shares vary significantly and are usually set out in the bye-laws of the company.

Share Capital The total amount which a company's shareholders have contributed or are liable to contribute as payment for their shares.

Share Certificate A document executed by a company ^"which states that the named person is the registered holder of a specified number of shares. It is presumptive evidence of title to the shares. The Companies Act prohibits bearer shares.

Share Premium When a company issues shares for more than their par value, any amount over and above the value Is premium. Where shares are issued at a premium, the amount of the premium must be credited to a share premium account.

≥>nare premium is not avauaoie ror αiviαeπα ana can oniy oe reαuceα in tπree ways:

. By statutory reduction of capital;

. By a repurchase of shares;

. By redemption of shares (if the shares are redeemable preference shares).

Additionally, share premium may be used to pay up bonus shares to be issued by a company to its shareholders.

Share Register The main share register, which must contain the specified particulars of the shareholders of a company, must be kept at the registered office of the company or (after giving notice to the Registrar) some other convenient place in Bermuda and must be open to Inspection by the public. A branch register may be kept outside of Bermuda by companies whose shares are listed on an appointed stock exchange or which have been offered to the public under a prospectus filed with the Registrar of Companies.

Share Transfer See 'Transfer of Shares'

t Shareholder A person or body corporate registered in the share register as the holder of shares

OJ -1^ in a company.

Ship Owing Company A company Incorporated to construct, charter, or acquire vessels of any class, to establish and maintain lines or regular services of vessels, to enter into contracts for the carriage of mail, passengers, goods and animals by sea, and generally to carry on the business of shipowners.

Standard Bye-Laws AS&K has developed standard sets of company bye-laws for private companies, public companies, joint venture companies and mutual funds.

Stock Exchange An investment exchange for the buying and selling of securities.

Subscribe To apply for shares.

Subsidiary A company is a subsidiary of another company, its holding company if that other company controls it or it is a subsidiary of a subsidiary of that other company.

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Tax Exemption Certificate A certificate issued by the Minister of Finance to evidence as assurance that, in the event of there being enacted in Bermuda any legislation imposing tax, such tax shall not be applicable to the Company until March 2016 (or such later date as the Minister shall decide.

Telecommunication Company A company incorporated to establish, maintain or operate a telecommunication service outside Bermuda including the conveyance of anything by means of telecommunication facilities.

Trading Company A company incorporated to trade in goods and services of any kind.

Transfer of Shares Shares may be transferred by an instrument of transfer signed on behalf of the transferor and, where the shares are partly paid, by the transferee. The Bermuda Monetary Authority must approve the transferee. J n

Trust A trust refers to the legal relationship created by a person (the settlor), when assets have been placed under the control of another (the trustee) for the benefit of a third party (the beneficiary) or for a specified purpose.

Trust Deed An instrument whereby trusts are declared and trustees appointed.

Trustee A person who holds property on trust for another and who is charged with carrying out the trust. Any individual over 21 years of age may act as a trustee of a Bermuda trust or settlement. Although there is no requirement that a trustee be resident in Bermuda, the trustee is usually one of Bermuda's licensed trust companies, acting alone or with one or more individual co-trustees.

Care should be taken to avoid appointing as a trustee someone who is a beneficiary of the trust, even where the trust document itself does not expressly prohibit it.

Type of company There are four types of companies in Bermuda:

a. Company Limited by Shares

The liability of the shareholders of the company is limited by the memorandum of association to any amount that remains unpaid on the shares held by them. b. Company Limited by Guarantee

The liability of the company Is limited to the amount the shareholders of the company undertake to contribute to the company's assets in the event of it being wound up. These companies are generally only available if established for charitable purposes and do not pay dividends. c. Unlimited Liability Company

The liability of the shareholders of the company is not limited. d. Limited Duration Company

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OJ This type of company will dissolve following a particular event or

^ a specific period.

The Just AS&K [Inc] system will only incorporate limited liability companies. Application to incorporate a company limited by guarantee, an unlimited liability company or a limited duration company can be done off line.

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Unit Trust Unit trusts are a type of collective investment vehicle similar to a mutual fund. They are established by a trust deed, usually made between the management company which is promoting the vehicle and the trustee. Each investor is effectively a beneficial owner of a proportion of assets held by the trust, which are represented by units. The trust deed will usually provide for:

• the manner in which the trust is to be administered;

unit holder's rights; the duties of the manager and the trustee; the appointment and removal of the manager and the trustee; investment and borrowing powers and restrictions; and- the termination and winding up of the affairs of the trust.

Unpaid Share Capital The amount which the company is entitled to call on shareholders to contribute towards payment for shares already issued to the respective shareholders.

US Dollars The lawful currency of the United States of America. The current parity of the Bermuda dollar is equivalent to 1 US dollar.

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Winding Up The act of realising the property of a company, paying its debts and distributing the surplus (if any) among the shareholders.

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The above description is included to illustrate the operation of the preferred embodiments and is not meant to limit the scope of the invention. The scope of the invention is to be limited only by the following claims. From the above discussion, many variations will be apparent to one skilled in the art that would yet be encompassed by the spirit and scope of the present invention.

Claims

1. A system by which a provider provides services to clients via computer, said system comprising: first computing means by which a potential client obtains access to register with the system; coupled to the first computing means, second computing means partitioned into a plurality of private areas, wherein each private area is dedicated to a single client, other clients not being granted access to said private area; and coupled to the first computing means and to the second computing means, third computing means to which the provider has access but the clients do not have access.

2. The system of claim 1 wherein the services are legal services .

3. The system of claim 1 wherein the second computing means and the third computing means are part of the same computer.

4. The system of claim 1 wherein the client accesses the first computing means in an online manner.

5. The system of claim 4 wherein the client accesses the first computing means via an open network.

6. The system of claim 1 wherein the client accesses the first computing means in an offline manner.

7. The system of claim 1 wherein the client is remote from at least one of said computing means.

8. The system of claim 1 wherein the provision of services is the formation and organization of a corporation.

9. The system of claim 8 wherein the incorporation is formed according to the laws of Bermuda.

10. The system of claim 1 wherein the first computing means performs at least one of the following functions: gives answers to frequently asked questions; allows the client to register with the system; allows the client to log into the system; gives the client a demonstration of the system; allows the client to learn more about the system; allows the client to download a registration questionnaire; allows the client to send an e-mail to the provider.

11. The system of claim 1 wherein the second computing means performs at least one of the following functions: allows the client to fill out a registration questionnaire at least in part; allows the client to determine the status of the work being performed on the client's behalf by the provider; allows the client to change the client's user profile.

12. The system of claim 1 wherein the second computing means allows the client to fill out a questionnaire eliciting information regarding the nature of the services appropriate for the client.

13. The apparatus of claim 12 wherein the questionnaire contains means to permit the client to pay for the services performed on the client's behalf.

14. The system of claim 13 wherein a third party, other than the client and the provider, facilitates the payment of the services .

15. The system of claim 12 wherein the client's inputting information into the questionnaire provokes an e-mail message to the provider alerting the provider that an entity wishes to have services performed on the entity's behalf.

16. The system of claim 12 wherein the services are the formation and organization of a corporation, and the questionnaire elicits information concerning at least one of the following: a corporate name reservation; an intended business for the corporation; authorized share capital; identification of shareholders; identification of directors and officers; and an accounting reference date.

17. The system of claim 12 further comprising means for the client to accept the law of a certain jurisdiction before the questionnaire is forwarded to the provider.

18. The system of claim 1 wherein the provision of services is the provision of legal services, and the legal services can be performed according to the laws of several jurisdictions .

19. The system of claim 1 wherein the provider uses the third computing means to gather and store information relevant to the provision of the services.

20. A method for providing services to clients via computer, said method comprising: permitting a potential client to have access to a first computing means to enable said potential client to register with a provider of the services; providing a second computing means, coupled to the first computing means, to facilitate a client's access to the services, wherein the second computing means is partitioned into a plurality of private areas, each private area dedicated to a single client, other clients not being granted access to said private area; and allocating a third computing means, coupled to the first computing means and to the second computing means, to the provider, wherein the provider has access to the third computing means but the clients do not.

21. The method of claim 20 wherein the services are legal services .

22. The method of claim 20 wherein the second computing means and the third computing means are part of the same computer.

23. The method of claim 20 wherein the client accesses the first computing means in an on-line manner.

24. The method of claim 23 wherein the client accesses the first computing means via an open network.

25. The method of claim 20 wherein the client accesses the first computing means in an off-line manner.

26. The method of claim 20 wherein the client is remote from at least one of said computing means .

27. The method of claim 20 wherein the provision of services is the formation and organization of a corporation.

28. The method of claim 27 wherein the incorporation is formed according to the laws of Bermuda.

29. The method of claim 20 wherein the first computing means performs at least one of the following functions: gives answers to frequently asked questions; allows the client to register with the provider; allows the client to log into the second computing means ; gives the client a demonstration of the computerized provision of services; allows the client to learn more about the computerized provision of services; allows the client to download a registration questionnaire; allows the client to send an e-mail to the provider.

30. The method of claim 20 wherein the second computing means performs at least one of the following functions: allows the client to fill out a registration questionnaire at least in part; allows the client to determine the status of the work being performed on the client's behalf by the provider; allows the client to change the client's user profile.

31. The method of claim 20 wherein the second computing means allows the client to fill out a questionnaire eliciting information regarding the nature of the services appropriate for the client.

32. The method of claim 31 wherein the questionnaire contains means to permit the client to pay for the services performed on the client's behalf.

33. The method of claim 32 wherein a third party, other than the client and the provider, facilitates the payment of the services .

34. The method of claim 31 wherein the client's inputting information into the questionnaire provokes an e-mail message to the provider alerting the provider that an entity wishes to have services performed on the entity's behalf.

35. The method of claim 31 wherein the services are the formation and organization of a corporation, and the questionnaire elicits information concerning at least one of the following: a corporate name reservation; an intended business for the corporation; authorized share capital; identification of shareholders; identification of directors and officers; and an accounting reference date.

36. The method of claim 31 further comprising means for the client to accept the law of a certain jurisdiction before the questionnaire is forwarded to the provider.

37. The method of claim 20 wherein the provision of services is the provision of legal services, and the legal services can be performed according to the laws of several jurisdictions .

38. The method of claim 20 wherein the provider uses the third computing means to gather and store information relevant to the provision of the services.

39. A computer readable medium containing computer executable instructions for enabling a provider to provide services to clients, said instructions comprising: allowing a potential client to obtain access to a first computing means to register with the provider; and allowing a client to obtain access to a second computing means, coupled to the first computing means, to receive the services, wherein the second computing means is partitioned into a plurality of private areas, each private area being dedicated to a single client, other clients not being granted access to said private area; wherein: a third computing means is coupled to the first computing means and to the second computing means and is an area to which the provider has access but the clients do not have access.