1.1
HBN Law, hereinafter "HBN", is a partnership under civil law, formed by corporations whose object is to practice law, and this in the broadest sense.

1.2
For the purposes of these General Terms & Conditions HBN shall also be understood to include all persons engaged by HBN in carrying out assignments of clients, whether or not as employees of HBN, and whether or not this concerns lawyers or other staff members of HBN.

1.3
For the purposes of these General Terms & Conditions the concept "services" shall be understood to mean: any and all products supplied and services rendered to a client by HBN, as well as any and all other activities performed by HBN for the benefit of a client, of whatever nature, carried out within the framework of an assignment, including activities that are not performed at the explicit request of a client, with the exception of products and services of third parties.

1.4
For the purposes of these General Terms & Conditions "client" shall be understood to mean: the natural persons or legal entities who/which have given HBN the assignment to render Services. Changes in the power of the Client or his representatives or agents, even if they have been entered in the public registers, shall only be in force and effect towards HBN, after HBN has been given notice hereof in writing.

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2.1
These General Terms & Conditions shall be applicable to any and all offers and agreements under which HBN offers or supplies Services. Deviations from these General Terms & Conditions shall only be valid, if they have been agreed on explicitly and in writing.

2.2
Any and all assignments to render Services will be considered by HBN as exclusively given to HBN, also if it is the explicit or tacit intention that an assignment will be carried out by a specific person. The operation of Article 7:404 of the Civil Code, Netherlands Antilles, which provides a regulation for the last-mentioned case, and the operation of Article 7:407, paragraph 2, which creates a several liability for the cases in which two or more persons have been given an assignment, shall be excluded.

2.3
If HBN deems this useful or necessary, HBN shall always be authorized to have itself assisted by others in the rendering of Services, or have the Services or part thereof carried out by others, and will exercise due care as regards the selection of those others.

2.4
Any and all stipulations in these General Terms & Conditions have also been made for any and all persons engaged by HBN in carrying out the assignments of Clients, whether or not as employees of HBN, and whether or not this concerns lawyers or other staff members of HBN.

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3. Restriction and/or exclusion of liability

3.1
If during the execution of an assignment of a Client, an event might present itself that leads to liability of HBN, then this liability shall be limited to the amount of the payment under the professional liability insurance concluded by HBN, augmented by the amount of the deductible not payable by the professional liability insurer under the policy terms. Upon request, information will be supplied on the (cover of the) professional liability insurance(s) concluded by HBN.

3.2
In the event harm or damage is inflicted on persons or goods, for which HBN is liable, then this liability shall be limited to the amount of the payment under the third party insurance concluded by HBN, augmented by the amount of the deductible not payable by the third party insurer under the policy terms.

3.3
In the event carrying out an assignment of a Client entails that third parties are called in by HBN in order to carry out activities within the framework of the assignment given, then HBN shall not be liable for shortcomings of these third parties, and it proceeds on the assumption - and in as far as necessary, hereby stipulates - that any and all assignments of Clients given to it, imply the authorization to accept, also on Client's behalf, a liability restriction by this third party.

3.4
Client shall indemnify HBN upon request against any and all claims of third parties, including the expenses to be incurred by HBN in connection herewith, relating in any way to the Services supplied to Client, except in case of gross negligence or intention on HBN's part.

3.5
Any and all rights of action and other rights or powers on whatever account towards HBN in connection with Services rendered by HBN, shall become null and void in any case after the lapse of 1 year after the moment at which the person concerned became familiar with, or could have been familiar in reason with, the existence of these rights of action or other rights or powers.

3.6
If communication takes place between the Client and HBN using electronic techniques, including i.a. e-mail and internet, then the Client shall bear the risk of transmission of viruses and similar phenomena, and of not receiving, or incorrectly receiving a message, and a message shall only be deemed to have reached HBN at the moment that the person who renders the Services towards the Client on HBN's behalf, has taken note of that message. The Client is obligated to verify whether the message actually reached the person it was addressed to.

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4. Fees, expenses and payment

Except for an explicit and written stipulation to the contrary, payment of the Services rendered by HBN takes place based on fixed hourly rates, which shall be fixed by HBN every year for each of the lawyers working with HBN. The following rates are in force as of January 1, 2002:

a. Hourly rate:
Partners & Senior associates: from Naƒ. 450.- per hour (from US$ 250.-)
Associates: from Naƒ. 300.- per hour (from US$ 170.-)
Junior associates: from Naƒ. 250.- per hour (from US$ 140.-)

b. Factors:
- the factor 2 (two) will be applied for urgent cases outside office hours, i.e. between 18:00 and 08:00, during the weekend and during official holidays.
- the following factors will be applied depending on the financial interests involved in the case:

Monetary value up to
Naƒ. 200,000
factor 1.0

Monetary value between
Naƒ. 200,000 and Naƒ. 500,000
factor 1.25

Monetary value between
Naƒ. 500,000 and Naƒ. 1,000,000
factor 1.5

Monetary value between
Naƒ. 1,000,000 and Naƒ. 2,000,000
factor 2.0

Monetary value between
Naƒ. 2,000,000 and Naƒ. 3,000,000
factor 2.5

Monetary value exceeding
Naƒ. 3,000,000
factor 3.0

(1 US$ is Naƒ. 1.78)
For cases without a monetary value factor 1.0

4.2
In addition to the fee, HBN will charge the Client for taxes, disbursements and other direct expenses the rendering of Services to Client entails. Such direct expenses are i.a. court fees, process server expenses, cost of external experts, hotel and traveling expenses, cost of translations, cost of courier services, and cost of long international telephone calls and fax messages. A standard surcharge of 8% over the fee is added to cover the normal/usual expenses of telephone, fax, internet, electronic data suppliers, photocopies and postage.

4.3
In as far as a fixed price was agreed for rendering certain Services, and the rendering of the Services leads to extra work and performances that cannot be deemed in reason to be included in the fixed price, HBN shall timely inform the Client about the financial consequences of this extra work or performances.

4.4
Client shall be charged for the fees due, the disbursements and other expenses to be passed on by means of interim bills, which bills are made out, in principle, once per month. This, however, without prejudice to the possibility that Client will be sent interim bills at other points in time for Services already rendered or expenses incurred, as well as the possibility that Client will be requested to pay an advance in connection with fees and disbursements which will become payable by him, or expenses that have to be incurred for him.

4.5
Advances paid, if any, shall be set off against the final bill.

4.6
Monthly bills, other interim bills and final bills shall be paid no later than 14 days after the date thereof. Bills concerning advances shall be paid at once. All bills shall be paid to HBN in the same currency as stated on this bill, and no transfer expenses, bank charges, similar expenses, or any other amount may be deducted from it, and no claim may be set off against it.

4.7
In the event the Client has not paid the bill sent to him on the due date at the latest, he shall automatically be in default, without any further notice of default being required. In the event the Client fails to pay, HBN shall have the right to discontinue or suspend any and all activities for the Client at once, while it shall not be possible that it becomes liable towards the Client to pay damages on this account.

4.8
In the event of failure to pay, the Client shall also owe a statutory default interest in respect of the outstanding claims in the amount of 1% per month, while part of a month shall be deemed a full month.

4.9
In the event HBN decides to collect a claim on account of non-payment of one or more bills by judicial action, or submits same to the Supervisory Committee to estimate the fees due, the Client will also be obligated to pay, in addition to the principal and interests due, any and all judicial and extra-judicial expenses incurred in reason. The compensation for judicial and extra-judicial expenses incurred shall amount to at least 15% of the principal and interest due.

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5. Applicable law and competent court

5.1
Netherlands Antillean law shall apply to the legal relationship between HBN and the Client.

5.2
It is stipulated on behalf of HBN, that any dispute that might arise between HBN and a Client shall exclusively be adjudicated on by the Court of First Instance of the Netherlands Antilles, place of sitting St. Maarten.

5.3
The jurisdiction of the Court of First Instance mentioned under 5.2, shall not affect HBN's authorization, mentioned under 4.9, to apply to the Supervisory Committee to estimate the fees due.