SETTLEMENT OF A TRUST

In the Republic of Vanuatu

Instructions: Print out these pages, fill out the forms and send them by fax, email or mail to:

Form 'A'

The address of the person providing the instructions.

I request that you arrange to have a Trust settled in the Republic of Vanuatu using the information set out below:

8. Appointor(s):

(Family Friend, Attorney, Accountant, who has the right to guide the trustee. The appointor has the power to remove the trustee and replace it with another.)

9. Eligible Beneficiaries:

Please list under the section: "Memorandum of Wishes"

10. Code Word

Code word so we will be able to authenticate any communications from you by phone, fax, or email.

11. Fees for setting up a trust

Trust settlement fee and annual trust fees are included in the special corporate package fees.

12. Methods of Payment

Please forward US$1825 for settlement of a trust including the first years Trustee Fee (if not part of a corporate package).

Telegraphic Transfer:

Telegraphic Transfer:

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

Bank : Westpac Banking Corporation
SWIFT Code : WPACVUVX

BSB Number : 039-033

A, VANUATU

Bank Draft:

Forward by mail along with a mailed copy of this instruction form (the bank deducts 1% for clearance of a foreign currency bank draft unless it is a bank draft drawn on the ANZ Bank (Vanuatu) Limited).

Credit Card:

We accept Visa and MasterCard.

Signature for Form A and Credit Card if used for payment)

Form B MEMORANDUM OF WISHES

Memorandum to:

Guardian Trustees Limited
PO Box 257
Port Vila
Vanuatu
FAX: International prefix 678 + 23836
Email:

I (Name)

Hereby instruct Guardian Trustees Limited as Trustee of the following Trust:

To record my wishes in respect to this trust as follows:

1. In the event of my death, the following person(s) or corporation will be the appointor for this trust.

Name
Address
Telephone
Fax

2. In the event of my death, and the following person surviving me, the trust fund and its income shall be dealt with as this person may from time to time recommend. (Note: if the instructing party is a husband/wife combination the surviving spouse will automatically become the beneficiary of the trust).

Name
Address
Telephone
Fax

3. In the event of my death, and that of the person mentioned above, the following person(s) or organizations will become the beneficiaries in the proportions that I have indicated below:

Full Name

%	Birth Date	Phone number	Name & Address or other means of long term contact

(If more space is required, include on a separate sheet of paper or on the reverse side).

4. PROVIDED NEVERTHELESS that if any person named above shall predecease me and shall leave a child or children such child or children shall take by substitution and if more than one equally between them the share of the Trust Fund and the income aforesaid which their, his or her parent would have taken if such parent had survived PROVIDED THAT in the event of any of my children or grandchildren needing any particular financial assistance I would like it to be PROVIDED THAT there is no consequential hardship imposed on the others of them.

5. Subject to any requests to the contrary that you might receive from time to time from my legal personal representative or representatives the Perpetuity Date should be postponed for as long as you see fit having regard to possible advantages or disadvantages in retaining the flexibility which is afforded by the provisions of the said Deed.

6. It is my wish that GUARDIAN TRUSTEES LIMITED Act[__] Not Act [__] as investment manager of the trust's liquid funds.

7. I also wish to make the following special instructions regarding the trust and its income:

. . .

This memorandum is intended for the guidance of you and any subsequent Trustee(s). It has no legal effect and is not intended in anyway to restrain the discretionary powers vested in you under the said Deed. Furthermore, it may be revoked by me by another letter at any time during my lifetime and thereafter by my legal personal representative(s).

During my lifetime the income of the Trust Fund should be dealt with as I may from time to time recommend. In the absence of any recommendation you should accumulate it and distributions should be made out of the Trust Fund only after consultation with me or the persons I have authorized above.

DATED this day of 20

SIGNATURE: ..............................................................................................

PRINTED NAME: ..............................................................................................

 

WITNESSES SIGNATURE: .............................................................................................

PRINTED NAME: ................................................................................................

TITLE: ................................................................................................

(Commissioners of Oaths, J.P., Notary,Bank Officer etc.)

---

GUARDIAN TRUSTEES LIMITED

AGREEMENT FOR SERVICES

BETWEEN

GUARDIAN TRUSTEES LIMITED of Second Floor, Windsor House, Kumul Highway, Port Vila, Republic of Vanuatu (hereinafter called "GUARDIAN" which expression shall include its shareholders, officers, directors, employees or agents, whether present or future, where the circumstance so admits)

AND

(Name)________________________________________________

(Address)______________________________________________

(Specimen Signature) _____________________________________

Hereinafter called "the APPOINTOR".

WHEREAS

THE APPOINTER has requested and instructed GUARDIAN to attend to the administration and management of the entity:

(Name of Entity)____________________________________________

(Description)_______________________________________________

(Registered Address) _________________________________________

hereinafter called "the Entity" and in particular, to provide certain trustee, nominee and signatory services

AND

GUARIDAN 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 APPOINTOR pursuant to this Agreement to instruct, direct, request or make recommendation to GUARDIAN or any Nominee, trustee or signatory.

(Name of Authorised Person)___________________________________________

(Address of Authorised Person)_________________________________________

(Specimen Signature of Authorised Person)________________________________

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

(ii) Words and expressions in the singular include the plural and words and expressions in the plural include the singular.

(iii) Words and expressions importing any one gender include any other gender.

NOW IT IS HEREBY AGREED

INSTRUCTION TO PROVIDE SERVICES

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

FEES

2. THAT GUARDIAN or any Nominee shall be entitled to charge and the Appointor hereby agrees to pay the Fees of GUARDIAN 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 GUARDIAN or any Nominee by way of deduction from any funds, bank accounts or other assets held by the Entity, the Appointor 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 Appointor hereby accepts primary responsibility for payment of all Fees charged by GUARDIAN or any Nominee whether billed to the Appointor or the Entity.

DISCLOSURE OF INFORMATION

3. THE APPOINTOR hereby undertakes to keep GUARDIAN 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 GUARDIAN and any Nominee with any other information necessary for GUARDIAN and such Nominee to effectively manage and administer the affairs of the Entity. The Appointor hereby agrees to provide GUARDIAN and any Nominee with such information, instructions, documentation, or other data as GUARDIAN or such Nominee may from time to time require in order to provide or continue to provide the Requested Services.

3(b) THE APPOINTOR hereby declares that he/they are the beneficial owner/s of the Entity and he/they may instruct GUARDIAN to open or operate bank account/s. The APPOINTOR 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 APPOINTOR 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 APPOINTOR hereby declares that he/they have been made aware by GUARDIAN 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 APPOINTOR hereby undertakes to inform GUARDIAN 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.

STATUTORY RECORDS

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

INDEMNITY

5. THAT THE APPOINTOR hereby undertakes to indemnify and keep indemnified GUARDIAN and any Nominee against all costs, expenses, claims, losses and outgoing, demands and liabilities for which GUARDIAN 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 GUARDIAN 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 GUARDIAN 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 GUARDIAN or such Nominee in relation or pursuant hereto.

EXCLUSION OF LIABILITY

AND IT IS further expressed that neither GUARDIAN nor any Nominee shall be liable to the Appointor 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, GUARDIAN 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, GUARDIAN 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 GUARDIAN or any Nominee should exercise such discretion, it shall promptly advise the Principal and the Principal hereby undertakes to assist GUARDIAN or such Nominee to give effect to such cessation by winding up the company or securing the appointment of such substitute Trustee, Officer, Shareholder, Director, Secretary, Registered Office, Registered Agent, or Representative as the circumstances may require. Should GUARDIAN or any Trustee or 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. GUARDIAN and the Nominee reserves the right to act for other clients in matters affecting the Trust or the Appointor or the Authorised Person.

SUCCESSORS AND ASSIGNS

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

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

ALTERATION OF CHARGES, TERMS, ETC.

9. THAT GUARDIAN and any Nominee may review and vary its charges from time to time, and GUARDIAN 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. GUARDIAN shall promptly give notice of any such variation to the Appointor or the Authorised Person and the Appointor or the Authorised Person shall be entitled to terminate this Agreement in the event that the variation is not acceptable within 30 days of the date of such notice.

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 Appointor submits to the jurisdiction of the Supreme Court of the Republic of Vanuatu,

provided however, that nothing herein shall prevent GUARDIAN pursuing the enforcement of this Deed in the country of residence of the Appointor or in any country in which the Appointor has assets.

AS WITNESS our hand the

_______________day

______________month

____________year

SIGNED for and on behalf of

GUARDIAN TRUSTEES LTD	by____________________________	Witness______________________________
THE APPOINTOR	______________________________	Witness______________________________

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