GENERAL TERMS AND CONDITIONS

of De Vos & Partners Advocaten in Amsterdam

Article 1

De Vos & Partners Advocaten N.V. ("De Vos & Partners") is a public liability company, with statutory seat in Amsterdam.

Article 2

These general terms and conditions apply to all contracts undertaken by De Vos & Partners,  its attorneys and/or other employees for its clients, including every subsequent, amended or additional contract.  All provisions contained in these terms and conditions have been drawn up also for the employees of De Vos & Partners and anyone involved in the execution of the contract and/or anyone who could be liable in that connection.

Article 3

All contracts are accepted and carried out by De Vos & Partners, regardless whether a client has awarded a contract with a specific individual or individuals in mind.  The partners and other persons working for De Vos & Partners are neither personally bound nor personally liable, and the contract will not end by their death.  The applicability of the provisions contained in Articles 7:404, 7:407.2 and 7:409 of the Dutch Civil Code are therefore expressly excluded.

Article 4

De Vos & Partners will always exercise due care in engaging third parties.  However, De Vos & Partners is not liable for the failure of such parties to perform. De Vos & Partners has been authorised by the client to accept on the client's behalf any limitations of liability of such parties. If reasonably possible, De Vos & Partners will consult with the client about engaging a third party. The duty of consultation will not apply at any rate to the engagement of translators, couriers, bailiffs and attorneys of record.

Article 5

Any liability of De Vos & Partners will be limited to the proceeds available under the liability insurance taken out by De Vos & Partners, increased by the excess under that insurance that in that case will be for the account of De Vos & Partners, unless the loss and damage was caused by gross negligence or intention of De Vos & Partners.  A copy of the policy terms of the liability insurance will be available for inspection at the offices of De Vos & Partners.  If for whatever reason no payment is made under the insurance referred to above, any liability will be limited to a maximum amount of EUR 50,000 per incident.

Article 6

Any rights of action and other rights against De Vos & Partners in connection with the services rendered by it will expire at any rate one year after the date on which the party concerned became aware of or could reasonably have become aware of the existence of those rights.  De Vos & Partners retains files that have been closed for seven years, after which the file will be destroyed.

Article 7

The fee will be calculated on the basis of the number of hours worked multiplied by the hourly rate of the partners, attorneys and/or other employees of De Vos & Partners involved in the assignment, unless agreed otherwise. The hourly rates will be adjusted annually. To cover general office costs (for such things as postage, telephone, fax, copying etc.) 7% of the fee will be charged. All amounts are exclusive of VAT. De Vos & Partners has the right to charge for any out-of-pocket expenses (such as court registry, procurator litis and bailiff fees) separately and immediately. De Vos & Partners has the right to require an advance payment (for the fee and/or out-of-pocket expenses) prior to the performance of her services, plus office expenses and VAT, which will be deducted from the final fee statement. De Vos & Partners has the right to suspend her services if and for as long as the client has not made an advance payment to cover said costs.

Article 8

In principle the services will be invoiced to the client every month, unless otherwise agreed.  The payment term will be three weeks to be counted from the date of invoice.  De Vos & Partners has the right to set off claims against the client against payments to be received on the client's behalf.   The client will be deemed in default - without a notice of default being required - at any rate if payment has not been made within the payment term specified.  In the event of default the client will owe interest at the statutory rate plus the extrajudicial costs of collection, which costs will be 10% minimum of the amount to be collected.  De Vos & Partners has the right to suspend its services if and as long as the client is still in arrears with payment of the invoice(s).

Clause 9

The legal relationship between De Vos & Partners and its client is governed exclusively by Dutch law.

Clause 9A

Clause 9A applies exclusively to our business clients.

1.         Our office may submit unpaid invoices for collection to the Disputes  Committee for the Legal Profession.

2.         The Disputes Committee for the Legal Profession delivers judgement about a business service by way of arbitration. If a service to a private client is involved, her regulations provide for a binding opinion. In the event of collection of a debt from a private client, a binding opinion will only be involved if the client pays the outstanding amount into the custody of the Disputes Committee. If he does not do this, the collection will also be subject to arbitration.

3.         The Disputes Committee for the Legal Profession is competent to adjudicate on complaints concerning the quality of the service of the lawyer and the amount of all types of invoice. The Disputes Committee for the Legal Profession is furthermore competent to adjudicate on damage claims up to a maximum of € 10,000. You may only submit larger claims to the Disputes Committee for the Legal Profession if you limit the claim to € 10,000 and relinquish the remainder in writing.

4.         Judgements of the Disputes Committee for the Legal Profession on the quality of the service provided are not final and conclusive in any legal proceedings at the ordinary court concerning claims for damages in excess of € 10,000. This means that in any proceedings at the ordinary court concerning a claim for damages of more than € 10,000, you may not invoke a judgement of the Disputes Committee for the Legal Profession.

5.         The Disputes Committee for the Legal Profession adjudicates to the exclusion of the ordinary court. No appeal is possible against the judgement delivered by the Disputes Committee for the Legal Profession.

Clause 9B

Clause 9B applies exclusively to our private clients.

1.         Our service is subject to the Complaints and Disputes Scheme for the Legal Profession.

2.         If you are dissatisfied about the quality of the service or the amount of the invoice, you should address your grievances in the first place to your lawyer. Our complaints regulation or brochure serves as a guideline in the handling of your complaint. You should submit your complaint within three months after the moment you took note, or in all reasonableness could have taken note, of the action or negligence that gave rise to your complaint.

3.         Our office will always confirm a solution to you, in writing and within four weeks after receiving the complaint, for the problem that has arisen. If in your opinion our office has not dealt with your grievances satisfactorily, you may submit a complaint to the Disputes Committee for the Legal Profession. This path is also open to you if our office does not deal with your grievances in writing within four weeks after their submission.

4.         The Disputes Committee for the Legal Profession handles the case in accordance with the Disputes Committee for the Legal Profession Regulation which applied at the moment the complaint was submitted to the committee. You may apply for a copy of the regulation from the Disputes Committee for the Legal Profession at the following address:

            Postbus 90600

            2509 LP Den Haag.

5.         You may submit your complaint to the Disputes Committee for the Legal Profession at the above address within twelve months after the written response from our office. Once the twelve months have passed, this is no longer possible.

6.         Our office may submit unpaid invoices to the Disputes Committee for the Legal Profession for collection.

7.         Where the service in question was performed for a private client the regulation provides for a binding opinion, unless the client turns to the ordinary court less than one month after the complaint was dealt with by our office. In the event of collection of a debt from a private client, a binding opinion will only be involved if the client pays the outstanding amount into the custody of the Disputes Committee. If he does not do this, the collection will be subject to arbitration.

8.         The Disputes Committee for the Legal Profession is competent to adjudicate on complaints concerning the quality of the service of the lawyer and the amount of all types of invoice. The Disputes Committee for the Legal Profession is furthermore competent to adjudicate on damage claims up to a maximum amount of € 10,000. You may only submit larger claims to the Disputes Committee for the Legal Profession if you limit the claim to € 10,000 and relinquish the remainder in writing.

9.         Judgements of the Disputes Committee for the Legal Profession on the quality of the service provided are not final and conclusive in possible legal proceedings at the ordinary court concerning claims for damages in excess of € 10,000. This means that in any proceedings at the ordinary court concerning a claim for damages of more than € 10,000, you may not invoke a judgement of the Disputes Committee for the Legal Profession.

10.  The Disputes Committee for the Legal Profession adjudicates to the exclusion of the ordinary court. No appeal is possible against the judgement delivered by the Disputes Committee for the Legal Profession.

Clause 10

These general conditions are drawn up in the Dutch and English language. The Dutch text is binding.

Version dated 1 July 2008.