1. NAME, REGISTERED OFFICE AND PURPOSE OF FOUNDATION

1.1 The name "Kinderbaum-Stiftung" (Kinderbaum Foundation) designates a foundation in accordance with Art. 80 seq. of the Swiss Civil Code.

1.2 The Foundation has its registered office in Zug. The lifetime of the Foundation is indefinite.

1.3 The Foundation is a charitable foundation and may within the range of the legally and morally permissible actions exercise any appropriate activity with end of fulfilling the Foundation's purpose as outlined under 1.4.; it may organize fundraising drives in particular and operate commercially, whereby the profits will at all times be ploughed back exclusively into the Foundation.

The projects undertaken by the Kinderbaum Foundation shall also be promoted in particular by donations of works of art and by material and immaterial help from art lovers. Donations of works of art may within the terms of the Foundation's purpose be either permanently or temporarily exhibited prior to their sale.


1.4 The Foundation's purpose is to support needy children all over the world, regardless of their cultural background or religion.

In order to fulfil the Foundation's purpose, children's villages shall be established , taken over by a third party and managed, being open in particular to orphans and refugees.

The Foundation may establish, take over and manage medical and dental facilities, whereby all the services rendered by these facilities and all profits made by them shall benefit children in accordance with the Foundation's goals.

Employees of the Kinderbaum-Stiftung shall represent members of all world religions so that the collaboration of all cultures and religions may in turn promote mutual willingness to help and understanding of others.

2. CAPITAL AND PAYMENTS

2.1 The founder shall donate to the Foundation an initial capital of Swiss Fr. 50,000 (in words: Swiss francs fifty thousand).

2.2 The Foundation shall continue to be supported by voluntary payments made by the founder and other natural persons or corporate body as well as being supported by other sources, which the Foundation Board shall develop.

2.3 If the Foundation Board decides to operate commercially with the view of raising funds to achieve the Foundation's purpose, it shall be possible for the Foundation to pursue the commercial activity in its own name as well as to establish legally independent undertakings to pursue the commercial activity.

2.4 Books shall be kept to record the receipt and use of funds. The books shall be audited by an auditing company in accordance with the provisions of clause 5.3 of the present bye-laws.



3. ORGANIZATION OF THE FOUNDATION AND SUPERVISION

3.1 The bodies of the Foundation are as follows:

a) the Foundation Board
b) the Auditing Body

3.2 As the Foundation may be active throughout the territory of the Swiss Confederation as well as outside Switzerland, it shall respond to the Swiss Federal Department of Home Affairs.


4. THE FOUNDATION BOARD

4.1 The Foundation Board shall consist of a maximum of nine natural persons. During his lifetime, the founder shall be the Chairman of the Foundation Board.

4.2 During the founder's lifetime, each member of the Foundation Board shall be nominated by the founder for a period of office of one year.

4.3 After the death of the founder, the members of the Foundation Board shall be elected by the Foundation Board, each member for one year. Reelection shall be possible.

4.4 The Foundation Board shall take all measures that appear appropriate to promote the Foundation's purpose.

It shall adopt the necessary guidelines in order to establish a targeted policy for the Foundation in general and a policy on raising and allocating funds in particular.

The Foundation Board shall in this respect adopt the necessary, relevant regulations.

4.5 The Foundation Board shall decide in particular on the expediency of establishing legally independent undertakings to pursue commercial activity. It shall make the necessary provisions to assure that such undertakings remain under the control of the Foundation.

4.6 The Foundation Board shall represent the Foundation externally. It shall determine the authority of its members to sign on the Foundation's behalf.

The Foundation Board may nominate an executive committee as well as other persons having the authority to sign.

The Foundation Board shall issue instructions of a general nature to the committee and shall supervise the latter's activity.

The Foundation Board shall to this extent adopt the necessary regulations for the executive committee.


4.7 The members of the Foundation Board shall be entitled to compensation for any disbursements they incur in the performance of their activities as well as a reasonable flat-rate sum or compensation for their time at a rate to be determined. If necessary, the supervisory authority shall decide the question as to the appropriateness of the level of compensation.

4.8 The Foundation Board shall be convened by the Chairman. Each member of the Foundation Board may make a written request accompanied by an explanation to the Chairman of the Foundation Board to hold a meeting.

4.9 The Foundation Board shall have a quorum if at least half of its members as well as the President are present.

Resolutions and elections shall require the majority of votes of members represented. In the event of a tie, the Chairman shall have the casting vote.

Should a member not require business to be discussed orally, resolutions may also be taken by way of circular (including e-mail).

Minutes of the Foundation Board's resolutions shall be taken; these minutes shall be signed by the Chairman and the Secretary.


5. AUDITING BODY

5.1 The Foundation Board shall choose an independent auditing body.

5.2 An accounting and auditing company shall be chosen as the auditing body.

5.3 The auditing body shall audit the Foundation's activity according to the prevailing regulations of company law.

5.4 The term of office of the auditing body shall be one year, re-selection being permitted.


6. DISSOLUTION OF THE FOUNDATION

6.1 The Foundation may be dissolved at any time by resolution of the Foundation Board accompanied by the consent of the supervisory authority. During the founder's lifetime, dissolution shall in addition require his consent.

6.2 The Foundation's surplus assets shall be used in accordance with the Foundation's purpose or may be transferred to other charitable institutions fulfilling similar purposes. Reversion of the Foundation's assets to the founder or his legal successor is ruled out.

III

First Foundation Board

The Founder indicates the follwing individuals as board members according to the powers in him invested by Art. 4. 2. of the Foundation statute:

1. Dr. Michael Schmitz, born on the 25th of March 1963, German citizen, resident in Via Flaminia 497, I-00191 Rome;

2. Licensed Lawyer Jennifer Osborn Kop, born on the 22nd of June 1968, born in Oberägeri, Switzerland, resident in Birkenstrasse 54, CH-8135 Langnau am Abis.

Dr. Michael Schmitz is the President of the Foundation Board. The appointed Board members will indicate verbally their acceptance of eventual election results.

The board members must sign documents in person.

IV

Consulting Party

The following firm will work as the Consulting Party: 

Gerom AG, Unter Altstadt, 6300 Zug, Switzerland.

The Consulting Party must be approved at the Board Meeting.

V

Headquarters

The headquarters for the Foundation has the following address:

Büro Dr. Josef Bollag, Unter Altstadt 10, 6300 Zug, Switzerland

The headquarters must be approved at the Board Meeting.

VI

The documentation officer is empowered to register the Foundation at the Commerce Registry of the Canton Zug in Switzerland.


Zug, the 28th of February 2002.