To Whom It May Concern:

I, _________________________, with passport # ______________________, citizen of _________________ (CLIENT), owner of the Panama entity denominated as ______________________________, incorporated on the _____ day of ___________, year _________ (ENTITY), by these means, hereby authorize Panama Offshore Legal Services, attorneys at law (FIRM), to the following;

1. Pay all outstanding taxes owed to the Public Registry, on behalf of the ENTITY.

2. Change the registered agent & office of the ENTITY to the FIRM, and register said changes at the Panama Public Registry.

3. Change the legal representatives, directors and/or council of the ENTITY and register said changes at the Panama Public Registry using the nominees of the FIRM.

I agree to pay for all taxes, legal expenses & registration fees, costs, or expenses incurred throughout this transfer process.

Sincerely,

Signature: ____________________________

Client Name:_______________________________________________
Client Address:______________________________________________
__________________________________________________________
Client Tel: _____________________________ Fax: __________________________
Client Email: _________________________________________________________

INCORPORATION / ADMINISTRATION INDEMNITY AGREEMENT

In consideration of PANAMA OFFSHORE LEGAL SERVICES and/or PANAMA OFFSHORE SERVICES INTERNATIONAL INC. (FIRM) agreeing to form, incorporate and/or administer one or more juridical entities (here forward the "ENTITY(S)") on my behalf,
I,_____________________________, Passport # _______________________
Citizen of _______________, with address at ________________________________
_____________________________________________________________________
_____________________________________________________________________
(here forward the "CLIENT"), hereby UNDERTAKE and AGREE to indemnify and hold harmless the FIRM, their affiliated companies and their respective owners, agents, servants and employees, and to keep them indemnified and held harmless, from any and all actions, suits, proceedings, claims, demands, costs and expenses whatsoever (whether in contract or in tort) which may be made or taken against them or any of them, in respect of them or any of them taking any action, or failing to take any action, with respect to the formation, incorporation or administration of, or otherwise in connection with, the ENTITY(S) formed and/or administered by the FIRM on my behalf.

I, the CLIENT, agree to pay the FIRM for all annual fees for Resident Agent, Registered Office (if applicable), Nominees (if applicable), Corporate Government Taxes (if applicable), as well as all other legal fees, government fees, taxes, or other charges, fees, or applicable costs that are associated with the services provided by the FIRM as per the agreed upon terms & conditions or schedule of fees of the FIRM. In the event of non-payment of fees to the FIRM, I agree to; (a) renounce all rights to the entity(s) formed, (b) to return all original corporate documents, shares, & certificates to the FIRM, and (c) I authorize the FIRM to make all changes or registrations necessary for the entity(s) to be dissolved or re-structured as per the discretion of the FIRM.

I, the CLIENT, agree that these obligations shall be binding upon my executors, administrators and successors in title. I further agree that this Indemnity Agreement shall be subject only to, and interpreted only under, the laws of Republic of Panama, and that any and all legal proceedings relating thereto shall be subject to the exclusive jurisdiction of the courts of Panama, and that no proceedings shall be instituted in the courts of any other jurisdiction with respect hereto.

Signature: _______________________________ Date: _______________________