INSTRUCTIONS TO INCORPORATE AN

INTERNATIONAL COMPANY

Moores Rowland Forms for Incorporation of an Offshore Company.

1. IN WHAT COUNTRY WOULD YOU LIKE US TO INCORPORATE YOUR COMPANY?

2. WHAT WOULD YOU LIKE TO NAME YOUR COMPANY?

The availability of a name can be obtained by return fax or e-mail.
An international company must include one of the following as part of and at the end of its name:
Corp, Inc, LTD, SDI Bad, SARL, B.V. or GmbH or the word which these abbreviations represent.
The name can use any alphabet or numeric system (for example in Chinese or Japanese) so long
as you provide a certified translation using the alphanumeric system.

3. REGISTERED OFFICE AND AGENT:

4. WHO WILL BE THE FIRST DIRECTORS?

Unless you instruct otherwise, Moores Rowland will supply two corporate nominee directors.
A company must have at least one and no more than seven (7) directors. If you wish to supply your own directors, please provide the following details for each director (use a separate sheet if you wish to have more than two):

5. WHO IS THE PRINCIPAL?

6. WHAT TYPE OF COMPANY WILL THIS BE?

Beneficial owner 1:

Beneficial owner 2:

9. WILL ANYONE ELSE BE AUTHORISED TO ACT ON BEHALF OF THE OWNERS?

10. DO YOU HAVE ANY SPECIAL REQUIREMENTS FOR YOUR CORPORATE CONSTITUTION?

11. DO YOU WISH US TO PROVIDE ACCOUNTING AND AUDITING SERVICES?

12. WHAT KIND OF BANK ACCOUNTS WILL YOU REQUIRE?

13. WILL YOU NEED A CORPORATE CREDIT CARD?

14. DO YOU REQUIRE A POWER OF ATTORNEY CERTIFICATE?

If the company is held by a trust and has nominee directors and shareholders, but you would still like to conduct business yourself in the company name, you will need a Power of Attorney Certificate. All beneficial owners must agree in writing to the issuance of a Power of Attorney.

15. WHO SHOULD WE CONTACT IN THE EVENT OF THE DEATH OF THE BENEFICIAL OWNER?

16. WHERE SHOULD WE SEND THE CORPORATE DOCUMENTS?

Which documents should be sent to this person? (tick as required)

17. ANY OTHER SPECIAL INSTRUCTIONS?

18. WHAT CODE WORD WILL YOU USE TO IDENTIFY YOURSELF?

Please supply a code word that you can use so we will know it is you when you call, fax, or communicate by e-mail. (Keep this code word in a safe place). If you use PGP encryption ( http://www.PGP.com ) for your e-mail, please e-mail us your public key. (This is the most secure method of sending instructions.)

19. SIGNATURE

We require three forms of identification to be sent in with your application forms. You may initially fax these but we must have the original copies in our files:

1. NOTARIZED photocopy or scanned copy of the photo page of your passport, including the page showing your signature, AND

2. A NOTARIZED COPY OF YOUR DRIVER'S LICENCE, and

3. AN ORIGINAL REFERENCE from your current banker, showing your residential address (a PO Box is not acceptable) as well as an original reference from a lawyer or accountant.

Please also complete and sign the Agreement for Services and Due Diligence forms (below) and mail or courier with your notarised documents to Moores Rowland, 2nd floor Windsor House, PO BOX 257, Port Vila, Vanuatu.

20. PAYMENT DETAILS

Prices in U.S. Dollars       

Methods of Payment

Telegraphic Transfer:

Account Name : Moores Rowland
Account Number: 2000040531 USD Current Account.

Bank : Westpac Banking Corporation
SWIFT Code : WPACVUVX

BSB Number : 039-033

Bank Draft:

Forward by mail along with a mailed copy of your incorporation forms.

Credit Card:

We accept Visa and MasterCard.

Signature_____________________________________________

AGREEMENT FOR SERVICES

BETWEEN

MOORES ROWLAND of Second Floor, Windsor House, Lini Highway, Port Vila, Republic of Vanuatu (hereinafter called "MOORES" which expression shall include its partners, officers, nominee directors, nominee shareholders, registered agents, employees or agents, whether present or future, where the circumstance so admits)

AND

(Name)________________________________________________________________________

(Address)______________________________________________________________________

(Specimen Signature) __________________________________________________________

Hereinafter called "the Principal".

WHEREAS

THE PRINCIPAL has requested and instructed MOORES to attend to the administration and management of the company(s), trusts(s) or other entities or businesses established by Moores Rowland on behalf of the Principal listed as follows:

(Name of Entity)__________________________________________________________________

(Description)_____________________________________________________________________

(Registered Address) _____________________________________________________________

(hereinafter called "the Entity")

and in particular, to provide certain nominee, trustee and signatory services

AND

MOORES has consented to provide the said services on the terms and conditions herein specified.

DEFINITIONS

"Authorised Person" - means the person specified below hereto and authorised by the Principal pursuant to this Agreement to instruct, direct, request or make recommendation to MOORES or any Nominee.

(Name of Authorised Person)________________________________________________________________________

(Address of Authorised Person)________________________________________________________________________

(Specimen Signature of Authorised Person)_________________________________________________________________________

"Fees" - means any charges raised by MOORES or any Nominee for services performed pursuant to this Agreement. "Nominee" - means any Person or Company who is nominated by MOORES to perform any of the Requested Services and includes any Officer, employee or agent whether present or future of MOORES and such nominated person, and any associated, company of MOORES and any officer, employee or agent whether present or future thereof.

"Officer" - means any Director, Managing Director, Alternate Director, General Manager, Manager, Assistant Manager, Company Secretary, Assistant Secretary, Authorised Signatory, Trustee or Co-Trustee.

"Person" - means any individual, company, corporation, association, firm or partnership.

"Requested Services" - means shareholdings, registered agents, registered offices, directorships, signatory services and any other acts done or to be done or services performed or to be performed by MOORES or any Nominee.

Words and expressions in the singular include the plural and words and expressions in the plural include the singular.

Words and expressions importing any one gender include any other gender.

NOW IT IS HEREBY AGREED

INSTRUCTION TO PROVIDE SERVICES

1. THAT MOORES provides the Requested Services by itself or through any Nominee in accordance with the instructions given by the Principal or Authorised Person. Instructions shall normally be given in writing signed by the Principal or Authorised Person or in such other manner as may be agreed with MOORES including, without limitation, e-mail, facsimile or similar method (whether authenticated or not) and the Principal hereby expressly authorises MOORES and any Nominee to act upon verbal instructions given by or on behalf of the Principal or Authorised Person. MOORES or any Nominee may, in their discretion, at any time do or refrain from doing any act without reference to the Principal or the Authorised Person if MOORES or such Nominee deems it to be necessary so to do and the Principal agrees upon demand to ratify everything that MOORES or such Nominee may so do or refrain from doing.

FEES

2. THAT MOORES or any Nominee shall be entitled to charge and the Principal hereby agrees to pay the Fees of MOORES including any professional fees paid to third parties pursuant to the management and administration of the Entity, or termination of the Requested Services by any Nominee for any reason or reasons whatsoever AND THAT if fees are charged by MOORES or any Nominee by way of deduction from any funds, bank accounts or other assets held by the Entity, the Principal shall maintain a cash balance within the Entity at all times sufficient to pay fees as incurred which balance must be at least US$2,000 or its equivalent. The Principal hereby accepts primary responsibility for payment of all Fees charged by MOORES or any Nominee whether billed to the Principal or the Entity.

DISCLOSURE OF INFORMATION

3. THE PRINCIPAL hereby undertakes to keep MOORES and any Nominee fully informed of all material transactions, events or occurrences which affect the legal and/or financial status of the Entity and to provide MOORES and any Nominee with any other information necessary for MOORES and such Nominee to effectively manage and administer the affairs of the Entity. The Principal hereby agrees to provide MOORES and any Nominee with such information, instructions, documentation, or other data as MOORES or such Nominee may from time to time require in order to provide or continue to provide the Requested Services.

3(b) THE PRINCIPAL hereby declares that he/they are the beneficial owner/s of the Entity and he/they may instruct Moores to open or operate bank account/s. The Principal hereby declares that, for the avoidance of doubt, he/they is/are the beneficial owner(s) of the assets to be deposited into the Entity's Bank Account/s. The Principal hereby declares that the deposits to be credited to the Entity's Bank Account/s and/or the assets to be deposited with the Bank are not derived from, nor proceeds off, any forms of unlawful activity whatsoever nor were these assets (including the funds to be deposited) obtained in any manner contrary to the laws of the country whence they came or any other relevant country. The Principal hereby declares that he/they have been made aware by Moores of legislation in Vanuatu including but not limited to the Serious Offences (Confiscation of Proceeds) Act No. 52 of 1989 and The Mutual Assistance in Criminal Matters Act No. 52 of 1989 which he/they understand is designed to prevent amongst other things the laundering of proceeds of criminal activities. The Principal hereby undertakes to inform Moores immediately of any changes in relation to the source of deposits to the Entity Bank Account/s as they might affect the Money Laundering Provisions of the above Acts

3 (c) THE PRINCIPAL hereby declares that he/they has/have obtained professional taxation and legal advice in the jurisdiction of his/their residence in respect of the establishment of the entity AND he/they have checked with the taxation laws of his/their jurisdiction in relation to residency, and the legal requirements for the disclosure of the existence of offshore beneficially owned entities and the income thereof. (Please note that MOORES and all of it’s Partners, Staff and Associates do not recommend the use of offshore entities, bank accounts, or credit cards unless you have first obtained this advice in your country of residence).

MOORES and THE PRINCIPAL and his/their Authorised Person hereby declare and agree that if THE PRINCIPAL is an Australian resident for tax purposes, then MOORES are not in a position to offer any advice whatsoever in relation to the laws of Australia and therefore urge you to seek appropriate legal, professional and tax advice before proceeding with the establishment of any offshore structure. MOORES advise against the use of offshore credit cards for or on behalf of the entity unless THE PRINCIPAL has first ascertained whether it is legal to do so, particularly in the jurisdiction of his/their residence. MOORES take no responsibility for any investigation or action that may be brought against THE PRINCIPAL or Authorised Person by the taxation authorities in any jurisdiction, including Australia in respect of the use thereof by THE PRINCIPAL or any other person.

STATUTORY RECORDS

4. THAT THE PRINCIPAL hereby undertakes and warrants that he will ensure that the Entity maintains proper accounting records and shall file any tax or statutory returns or documents which are required by law to be filed with any Authority and that all taxes and fees required to be paid by the Entity are duly paid and shall further ensure where so required by law that the accounting records and financial statements of the Entity are audited by a firm of Chartered Accountants or Certified Public Accountants.

AND THAT the Principal will procure and undertakes and warrants that all acts required to be done by MOORES or any Nominee will comply with all laws affecting or binding upon the Entity, MOORES, and Nominee, the Principal and the Authorised Person, and that all statements, documents and contracts of whatsoever nature which MOORES or any Nominee is obliged or requested to sign will respectively be true, correct and accurate.

INDEMNITY

5. THAT THE PRINCIPAL hereby undertakes to indemnify and keep indemnified MOORES and any Nominee against all costs, expenses, claims, losses and outgoings, demands and liabilities for which MOORES or such Nominee may become liable and against all actions, suits, proceedings, claims or demands of any nature whatsoever which may be taken or made against MOORES or such Nominee or which may be incurred or which may arise directly or indirectly by reason of any act or any thing done, or services performed by MOORES or such Nominee in relation to or pursuant hereto or by reason of anything omitted to be done or of any failure to do or perform any act or service which ought to have been done or performed by MOORES or such Nominee in relation or pursuant hereto.

EXCLUSION OF LIABILITY

AND IT IS further expressed that neither MOORES nor any Nominee shall be liable to the Principal or the Authorised Person in respect of anything done or omitted to be done by them pursuant hereto unless attributable to proven gross negligence.

TERMINATION OF SERVICES

6. If, in the process of due diligence, MOORES or any Nominee discovers any contravention of this agreement, any illegal activity, money laundering, or other irregularity, or if disputes arise between the beneficial owners, MOORES and its Nominees may, at its absolute discretion and without giving reasons, cease performing all or any of the Requested Services on behalf of the Entity without liability to the Principal or the Authorised Person and if MOORES or any Nominee should exercise such discretion, it shall promptly advise the Principal and the Principal hereby undertakes to assist MOORES or such Nominee to give effect to such cessation by winding up the company or securing the appointment of such substitute Officer, Shareholder, Director, Secretary, Registered Office, Registered Agent, Representative or Trustee as the circumstances may require. Should MOORES or any Nominee, in the process of due diligence, discover criminal activity it will report this activity to the appropriate authorities.

RETAINER

7. THAT NEITHER the nomination nor the provision of services by any Nominee constitutes a retainer. MOORES and the Nominee reserves the right to act for other clients in matters affecting the Company or the Principal or the Authorised Person.

SUCCESSORS AND ASSIGNS

8. THAT THE OBLIGATIONS of the Principal (if more than one) are joint and several and shall bind the legal representatives, successors and assigns of the Principal. However, the Principal shall not be permitted to transfer or otherwise assign its obligations under this Agreement without the knowledge and written consent of MOORES.

AND THAT the benefit of the Principal's agreements and obligations herein contained shall not be affected by any change in the structure of MOORES and shall be for the benefit of any Nominee which MOORES may substitute pursuant to the right herein contained, and shall continue notwithstanding the termination of this Agreement.

ALTERATION OF CHARGES, TERMS, ETC.

9. THAT MOORES and any Nominee may review and vary its charges from time to time, and MOORES may also vary these standard terms and conditions by altering, adding to or deleting any or all of them or making any new terms and/or conditions, and may also from time to time appoint a substitute to act in the place of an existing Nominee.

GOVERNING LAW

10. AND THAT this deed and all rights and obligations hereunder shall be governed by and construed and take effect in accordance with English Law as applicable in the Republic of Vanuatu and in this regard the Principal submits to the jurisdiction of the Supreme Court of the Republic of Vanuatu, provided however, that nothing herein shall prevent MOORES pursuing the enforcement of this Deed in the country of residence of the Principal or in any country in which the Principal has assets.

AS WITNESS our hand the

_____________________day of ___________________ 19

SIGNED for and on behalf of

Please specify a Code Word to use for identification when providing Moores Rowland with instructions relating to the above entity and/or send us your PGP public key:

Code Word:_____________________________________________

Due Diligence Forms

TO: The Principal/Beneficial Owner (As per Agreement of Services)

OF: ______________________________________________________

In order to comply with Vanuatu laws relating to the Money Laundering of proceeds from criminal activities, we are required to make due inquiry of you to satisfy ourselves that, according to our due diligence herein, that the business activities of:____________________________________________________
have/ will not be derived from, nor have been /will be the proceeds of, any unlawful activity whatsoever, as defined in the Serious Offences (Confiscation of Proceeds) Act No 50 of 1989 and the Mutual Assistance in Criminal Matters Act No 52 of 1989.

We therefore require from you the following documents and information for our records only, which are deemed information subject to the Secrecy Law of Vanuatu and, as such, cannot be revealed to any third party without a Vanuatu Court Order:

A. Completed Instruction Form to set up the Entity (Company, Trust or both).

B. Completed Agreement for Services (Company, Trust or both).

We can commence set up procedures upon receipt of a faxed/emailed version of the above but must have ORIGINAL documents in our file within a month of incorporation/settlement of the Entity before we will act upon the further instructions of the Principal/ Beneficial Owner.

Subsidiary information required for attachment to the above is:

1. Notarized copy of the photo page of your passport and a notarized copy of your Drivers License.

2. Completed Money Laundering Prevention Questionnaire form (see below) if opening a bank account.

3. An original (not a copy) reference from your current banker showing your residential residence (a PO Box will not be accepted) and a reference from your lawyer or accountant.

4. Completion of the following “Company Profile Questionnaire”

We reiterate, this procedure is necessary due to the heavy penalties worldwide imposed upon offshore industry professionals who provide incorporation, trust and nominee services to any client that is involved with criminal activities.

MOORES ROWLAND

Appendix “F”

COMPANY PROFILE QUESTIONAIRE

Name of company/Trust: ______________________________________________________________

Country of incorporation: ______________________________________________________________

Brief description of business activity: ____________________________________________________

___________________________________________________________________________________

Place where main business will be conducted (1): __________________________________________

Name(s) of any other beneficial owner(s): _________________________________________________

Country of Residence and Citizenship (owner): _____________________________________________

Will the company do businesswith general public?(2): _______________________________________

Estimated value of assets/ income in US$: _________________________________

Expected annual income: ________________________________________________

Bank accounts outside Vanuatu : __________________________________________

______________________________________________________________________

______________________________________________________________________

Assets to be owned by the company: _______________________________________

______________________________________________________________________

______________________________________________________________________

Notes

1. Place where main business will be conducted from?” If the company is an investment holding company, holding property and investments around the world then the place of residence of directors is the place of business. However if the main business is ownership of a building in Tokyo, then the answer is “Tokyo, Japan”. If the company buys goods in Brazil and sends them to Germany, then the answer would be Brazil/Germany.

2 “Will the company do business with the public?” The answer is yes if the company solicits investments
from or sells goods and products to third parties.

Appendix “F” ANZ Bank Money Laundering Prevention Questionnaire

Fill out this form if you wish an account with the ANZ Bank.

Money Laundering Prevention Questionnaire for ANZ Bank

Customer Name: _________________________________________________
Account Number:______________________ Date:_______________________

Banks have a responsibility under the laws of Vanuatu in relation to money laundering activities. For this reason we require to know your responses to the following questions prior to the opening of an account. We thank you for your understanding and co-operation with this requirement.

Source of Funds

1) Please describe fully how the funds to be initially deposited in this account (if any) have been generated.
_______________________________________________________________
_______________________________________________________________

2) Please also describe fully how the funds to be deposited in this account in the future will be generated.
_______________________________________________________________
_______________________________________________________________
_______________________________________________________________

3 ) Please identify the country(s) in which the funds have been/will be generated.
_______________________________________________________________

Deposit of funds
4) In relation to the deposit of funds in this account, please indicate the following:

a) The expected size of deposits;
______________________________________________________________
b) The expected frequency of deposits;
________________________________________(per week, per month, etc.)

c) The currency in which the deposits are likely to be made;
_______________________________________________________________

d) The expected country of origin of deposit;
_______________________________________________________________

e) How deposits are likely to be made (e.g. telegraphic transfer / cash deposit etc.);

_______________________________________________________________

5) If you intend making cash deposits in excess of USD$5,000 (or foreign equivalent) please indicate:

a) The expected size of deposits;
_______________________________________________________________
b) The expected frequency of deposits; and
_______________________________________________________________
c) The currency in which the deposits are likely to be made;
_______________________________________________________________

Withdrawal / Transmittance / Use of Funds

6) Please indicate what you intend to do with the funds that accumulate in this account:

______________________________________________________________
______________________________________________________________

7) Do you intend to withdraw or transfer/transmit these funds within Vanuatu?
Yes:……………. No:………………..

8) If you intend to withdraw or transfer/transmit these funds within Vanuatu please indicate for what purpose do you intend to use these funds?
_____________________________________________________________
_____________________________________________________________

9) Do you intend to transfer/transmit these funds out of Vanuatu?
Yes: …………………. No:………………..

10) If you intend to transfer/transmit these funds out of Vanuatu please indicate the following:
a) The expected size of the transfers;
_______________________________________________________________

b) The expected frequency of the transfers;

_________________________________________ (per week, per month, etc.

c) The currency in which the funds are likely to be transferred;
_______________________________________________________________

d) The expected country to which the funds will be transferred; and
_______________________________________________________________

e) The expected recipient(s).
_______________________________________________________________

11) Please indicate the purpose for which these funds will be used outside of V Vanuatu.
______________________________________________________________
______________________________________________________________

Company Account holders only

12) If a company proposes to be an account holder:

a) Please describe fully the activities of the company’s business
_______________________________________________________________
_______________________________________________________________
_______________________________________________________________

b) Please provide a company profile, company information memorandum
and/or website address.
______________________________________________________________
______________________________________________________________

c) Who or what is the beneficial owner of the capital of the company?
______________________________________________________________
______________________________________________________________

d) Is any of the capital of the company likely to be issued or transferred to any other person/entity within the next 12 months? If so, provide details.
______________________________________________________________
______________________________________________________________
______________________________________________________________

…………………………………………. ……………………………………………..
Signature                                                                    Signature

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