It is also a guide to the different areas Panama offers to do business, providing full legal counseling required by persons and international and domestic companies, in general.

Law 32 of 1927 which regulates Corporations in Panama is very broad and flexible. Since its adoption in 1927, it has not been substantially amended. This Law allows that two (2) or more persons of legal age, Panamanians or foreigners, even though not domicile in the Republic of Panama, organize a corporation for any legal purpose. Generally, two (2) members of our office act as subscribers to the Articles of Incorporation and once said document has been registered, they assign their subscription rights and therefore, the authorized capital is the same. It is not necessary that the authorized capital of a Panamanian corporation be fully subscribed or paid. The following is required for elaborating the Articles of Incorporation:

1. NAME OF THE CORPORATION: Several names must be provided, in order of preference, in case another organized corporation with the same or similar name exists. The name shall include any of the following words: "SOCIEDAD ANONIMA", "CORPORATION-CION", "INCORPORATED" or any of its abbreviations, to wit: "S.A.", "CORP." or "INC."

2. PURPOSE OF THE CORPORATION: The intended purposes. Generally, they are mentioned in a broad manner and include that the corporation may carry out any legal business.

3. CAPITAL STOCK AND DIVISION: The capital stock of the corporation. The Panamanian Corporations Law does not establish a minimum capital, neither that its authorized capital has been or needs to be paid. The corporation shall have common and/or preferred shares and any other type of shares, or common shares of one or more classes. Shares may be of different classes, values and rights, as provided for in the Articles of Incorporation. Shares may be with or without nominal or par value, issued to bearer or in registered form, or both, and may be exchanged one for the other upon petition of the owner. Further, it can be provided that the authorized capital of the corporation be represent by "X" number of shares without par value ("X" represents the maximum number of shares to be issued). The Board of Directors shall give a value to shares without par value before their issuance. This value can be modified for future issuances.

4. DURATION OF THE CORPORATION: The duration of the corporation can be perpetual.

5. LEGAL REPRESENTATIVE OF THE CORPORATION: Several persons shall act as such, whether individually and/or jointly. Generally, it is the President and/or the person or persons determined by the Board of Directors. The President and/or Legal Representative represents the corporation, but he may only execute acts expressly authorized in the Articles of Incorporation, by the Stockholders and/or the Board of Directors, according to the Articles of Incorporation. The Board of Directors shall not confer broader powers or authorizations to the President and/or any other person than the ones it is authorized to exercise.

6 NAME AND COMPLETE ADDRESS OF THE DIRECTORS: The Directors of the corporation, as indicated, shall be at least three and need not be Panamanians or domiciled in Panama. Their name and address shall be provided in order to be registered in the Public Registry, as required by the Law.

7. NAME OF OFFICERS: The name and address of the officers must be indicated. Any officer may hold different offices. The officers shall be elected by the Directors after the constitution of the corporation. The Directors or any of them can also be Officers, and generally they act as such.

8. RESIDENT AGENT OF THE CORPORATION IN PANAMA: The Law requires that corporations have at all times a resident agent, being an Attorney in fact or law firm legally authorized to practice law in Panama. Our firm can be appointed to offer said service. Further, the corporation can use our address as the address of their office or domicile in Panama.

FURTHER PROVISIONS ADVANTAGE OF A PANAMANIAN CORPORATION

• Profits coming from sources outside the country and dividends on such profits are not subject to the Panama tax laws, even though said profits are from operations conducted from offices located in Panama. A corporation conducting businesses in Panama need not to file an Income Tax Return in Panama.

• Panama has no control on currencies nor restrictions thereon. Funds can be freely transferred. Balboa is the national currency and is at par with the Dollar, but it has no paper money, only coins. The United States Dollar freely circulates as the currency of the Republic of Panama.

• Panama does not impose fines or restrictions on profit accumulation by corporations not conducting businesses in Panama, therefore, the payment of dividends can be indefinitely postponed.

• The law regulating Panamanian Corporations is broad and flexible. Since its adoption in 1927, it has not been substantially amended.

• Panama has excellent international banking facilities, as well as excellent air, maritime, telephone, telex and fax connections and communications.

• In Panama, there is not tax on share transfer, nor requirements for holding shares by Panamanian citizens or in relation to the place of domicile. (The situation can be different if the corporation operates in Panama).

• There is no requirement in relation to books and files on transactions carried out abroad, when the corporation does not operate in Panama. * Share certificates may be issued in registered and/or bearer form, and may be exchanged one for the other. No publicity is required in relation to the ownership of shares