BRIAN J. DONOVAN
Attorney at Law
P.O. Box 13272
Tampa, Florida 33681
U.S.A.
Phone: 813-943-8127
Fax: 813-831-4788
E-mail: donovanb@gte.net

INTRODUCTION
With over thirty years of international business experience,
our law firm is uniquely qualified to cost-effectively combine
excellent legal and engineering skills with the practical cultural,
political and financial advice necessary to ensure our client's
success.

Our practice primarily focuses on the following sectors:
(a) international business development (technology transfer,
joint ventures, M&A, franchise development, import/export,
and Public-Private Partnerships);
(b) energy (offshore E&P, wind energy, oil sands exploration,
and sugarcane-to-ethanol production);
(c) maritime transportation (intermodal, port privatization, vessel
construction, and high-speed passenger ferry operations);
(d) U.S. & international gaming law (transactional & litigation);
(e) international legal & political risk analysis; and
(f) USPTO & foreign patent defensibility analysis.

BIOGRAPHY
Brian J. Donovan, an active member of The Council of Advisors of The
Gerson Lehrman Group and The Society of Industry Leaders of Vista
Research, is an attorney and engineer with thirty years of international
business experience. Since graduating from the U.S. Merchant Marine
Academy in 1975, Brian has lived and worked throughout the world,
initially as a marine engineer in the North Sea for J. Ray McDermott
and later as Senior Project Manager - Foreign Operations for Offshore
Logistics, Inc.

In 1982, he founded B. Donovan & Associates, Inc., an engineering and
international business development firm. His broad-based international
business experience has involved the invention and patenting of a Blowout
Suppression System for use in the oil & gas exploration industry, a
ships-for-goods countertrade program with the former Soviet Union, the
negotiation for the development of offshore oil & gas properties in Latin
America, privatization acquisitions in the Mercosur, Venezuela and Panama,
and the development of a casino resort project in Uruguay.

Brian, a member of The Florida Bar, The U.S. District Court, Middle
District of Florida and The United States Court of Appeals for the Eleventh
Circuit, is uniquely qualified to cost-effectively combine excellent legal
skills with the practical cultural, political and financial advice necessary
to ensure his client's success. He is listed in Who's Who in America, Who's
Who in American Law, Who's Who in Science and Engineering, Who's Who
in Finance and Industry and Who's Who in the World. His law firm
concentrates on international business development, business law
(U.S. and international), securities law and corporate law.

International Experience
- Angola, Argentina, Bahrain, Belgium, Brazil, Chile, Colombia, France,
Germany, Indonesia, Iran, Panama, Paraguay, Trinidad and Tobago, United
Kingdom, Uruguay, and Venezuela.

Education
Syracuse University College of Law, Syracuse, NY.
- J.D. with a concentration in International Law, International Business
Law and Securities Law.
- Recipient of the "Global Law & Practice Award" as the outstanding
graduate in the areas of International Law and International Business Law.

United States Merchant Marine Academy, Kings Point, NY.
- B.S., with honors, in Marine/Mechanical and Nuclear Engineering.

Admitted to Practice
- Florida.
- United States District Court, Middle District of Florida.
- United States Court of Appeals for the Eleventh Circuit.

Languages
- English, Spanish & Portuguese.

AREAS OF PRACTICE
The firm advises its corporate and entrepreneurial clients on the
following matters.

International Business Law
As a result of having lived and worked throughout the world, Brian fully
appreciates and can readily address the peculiar complexities often
associated with international business transactions. He negotiates in
English, Spanish and Portuguese and, more importantly, understands the
cultures of the foreign countries in which he has lived.

Since 1975, Brian has advised his clients on the following international
business matters.

Negotiation and Drafting of International Business Transaction Documents:
Technology Transfer Agreements, License Agreements, Distributorship and
Sales Agreements, Representation Agreements, Franchise Agreements and
Production Sharing Agreements

Joint Ventures

Mergers & Acquisitions

Angel Financing

Venture Capital

Capital Markets

International Trade

Privatizations

International Project Finance

Public-Private Partnerships

The firm also represents clients seeking to obtain project financing or
support from:

The International Finance Corporation ("IFC")
The Inter-American Development Bank ("IDB")
The Inter-American Investment Corporation ("IIC")
The Export-Import Bank of the United States ("ExIm Bank")
The Overseas Private Investment Corporation ("OPIC")
The United States Maritime Administration Title XI Program
The United States Department of Commerce
The United States Small Business Administration

Securities Law
Private Placements of Debt and Equity Securities

Initial Public Offerings

Reverse Mergers

U.S. Offerings by Foreign Issuers - American Depository Receipts ("ADRs")

The Securities Act of 1933

The Securities Exchange Act of 1934

Regulation FD Compliance

Rule 144 Compliance

Stock Exchange / NASDAQ Compliance Issues

Securities Litigation

Corporate Law
Formation and Capitalization

Fiduciary Duties of Officers & Directors

Employment Agreements and Consulting Agreements

Mergers & Acquisitions:
Negotiation and Drafting of Stock Purchase Agreements
Negotiation and Drafting of Asset Purchase Agreements

General Business Litigation

Civil RICO Litigation

REPRESENTATIVE MATTERS
US$200 million Private Placement Memorandum for International Drilling and
Exploration ("INDEX"). INDEX was formed for the purpose of owning and
operating mobile offshore drilling units. These vessels were to be engaged
in offshore oil and gas contract drilling and "farm-outs."

Unsolicited proposal to ANCAP for the purpose of conducting a geological
survey of the territorial waters of Uruguay and, if commercially viable
reserves were discovered, proceeding with the exploration and production
activities necessary to bring the discovered oil and gas to market. The
primary area of interest was offshore of the mouth of the Rio de la Plata.

Joint venture between INDEX, Inc., Querol, S.A., and Roch, S.A. for the
acquisition of YPF oil and gas properties in the Austal Basin in Southern
Argentina. The entire production was to be sold directly to ENAP, the
state-owned oil company in Chile.

US$110 million Private Placement Memorandum for Index Marine Transport
("IMT"). IMT was formed for the purpose of owning and operating an
initial fleet of three 2,000 T.E.U. U.S.-flag containerships between the
East Coast of the United States and the East Coast of South America.
Vessel management provided by Christian F. Ahrenkiel, GmbH & Co. of
Hamburg, Germany. Sales and marketing provided by Southern Steam, Inc.
of Mobile, AL.

US$27 million Private Placement Memorandum for Index Resorts International
("IRI"). IRI was formed for the initial purpose of owning and operating a
casino vessel between Buenos Aires, Argentina and Colonia, Uruguay.
Ultimately, a hotel/casino/convention center and country club is planned
to be developed in Colonia, Uruguay.

Ships-for-goods countertrade program between the former Soviet Union and
two U.S. multinational corporations, IBM and AT&T.

Invented/Patented/Marketed a unique Blowout Suppression System ("BOSS")
for use in the oil and gas exploration industry.

Privatization acquisitions in Venezuela and Panama for a U.S. corporate
client.

Acquisitions in Argentina, Paraguay and Colombia.

Establishment of a new area of operation for a U.S. marine services
company in Panama.

Startup of worldwide fleet areas of operation for a U.S. ship company.

Startup of a U.S.-flag high-speed passenger ferry company. The vessels, to
be constructed at Austal USA's shipyard in Mobile, Alabama, are to operate
between Tampa and Key West, Florida and between Florida and Cancun,
Mexico. A third route, between Key West, Florida and Havana, Cuba, will be
opened upon the re-establishment of commercial relations with Cuba.
Vessel construction financing to be guaranteed by Marad's Title XI program.

Acquisition of a marine agency for a U.S. ship company.

Negotiation and drafting of a two-year time charter/purchase of a
Danish-flag cargo vessel for a U.S. ship company.

DoD tanker construction program.

Prototype bio-mass recovery fueled 17 megawatt power plant.

Negotiation and drafting of an Alternative Power Program Development
Agreement & Power Purchase Agreement to construct, own, operate
and maintain a commercially viable 600 KW wind turbine electricity
generating facility.

Analysis of potential risk of patent infringement for utility patents
granted by the United States Patent and Trademark Office and
foreign countries.

Negotiation and drafting of a worldwide Dealer Agreement and Sales
Agreement for an Internet service provider.

Negotiation and drafting of applicable agreements in connection
with the establishment of the first commercially viable large-scale
sugarcane-to-ethanol production plant in the United States.

Advised client on the economic feasibility of the five in-situ methods
("CSS", "SAGD", "VAPEX", "THAI", and "CHOPS") of bitumen
extraction currently used in the oil sands industry.

Advised client, an investment bank, on the legal and political risks
associated with oil & gas extraction activities in key world regions.

Initiated study for a Public-Private Partnership ("PPP") port
development project in the Maldives. The study included selection
of a location for a new port in Male' and the appropriate form of
PPP for the port development project.

Advised client, an investment bank, on DTI's recently proposed
amendments to the Offshore Petroleum Production and Pipelines
(Assessment of Environmental Effects) Regulations, 1999 in regard
to subsea production facilities in the North Sea.

Initiated design of a specific policy and legal, regulatory and
institutional framework for a Public- Private Partnership ("PPP")
for the road sector in Tanzania.

Advised client on U.S. gaming law and gaming license procedures
in regard to the acquisition of a major U.S. casino owner/operator.

Advised client, an investment management firm, on the regulatory
and legal issues associated with the construction of an offshore
CCGT power plant in the Barents Sea.

Advised U.S. corporate client on the legal, political and financial
issues associated with the startup of an Internet and VoIP service
in Latin America.

Advised client on the current status of medical device regulations in
Colombia and the requirements for proper registration of medical
devices with the Instituto Nacional de Vigilancia de Medicamentos
y Alimentos ("INVIMA").

Business litigation in Florida courts and the U.S. District Court, Middle
District of Florida and The United States Court of Appeals for the
Eleventh Circuit.

Outside general counsel for domestic and foreign corporations in the
State of Florida.

REPRESENTATIVE CLIENTS
Braswell Services Group, Inc./Astilleros Braswell, S.A.
H.L. Boulton & Co., S.A.C.A.
Astilleros Navales Venezolanos, S.A.
Chaves Construcciones S.A.I.
McLean S.A.
Alijor S.A.
Criadero SPS S.A.
Nanse S.A.
Armarco S.A.
Hotel Casino Yacht y Golf Club Paraguayo
Santo Domingo Country Club & Puerto Trinidad S.A.
Independence Shipping Lines, Ltd., Inc.
DSCV Transport, Inc./Fraternidad Services, Inc.
Radiation Protection Associates, LLC
U.S. Energy Services, Inc.
Pure Air Control Services, Inc.
Environmental Diagnostics Laboratory
Building Health Check, LLC
Surface Engineering & Alloy Co., Inc.
Soros Fund Management, LLC
Kas Kap, Inc.
Ramji Trade House
American Wind & Power, Inc. ("AW&P")
Eton Park
Greenlight Capital, LLC
Goldman Sachs
Friess Associates of Delaware, LLC
The Brandywine Funds
Elliott Management Corporation
Morgan Stanley Proprietary
Hunter Global Investors
Summit Partners
HBK Europe Management LLP
The World Bank Group
U.S. Trade and Development Agency
Citigroup, Special Situations Group (Europe)
Franklin Mutual Advisers
Luxor Capital Group, LP
Renergie, Inc.
Valor Broadband Solutions, Inc.
Valor Colombia Ltda.
M&Z Servicios Integrales de Internet Ltda. (Santa Marta, Colombia)

REPRESENTATIVE FOREIGN LEGAL COUNSEL AND ADVISOR NETWORK
The firm collaborates with an extensive network of foreign and domestic
lawyers, financial advisors, government officials, and business leaders to
meet the legal and business needs of the firm's U.S. and foreign clients.
This network is the result of personal relationships formed since 1975.

Cardenas, Cassagne & Asociados
Estudio Beccar Varela
Estudio de los Dres. O'Farrell
Estudio Bruzzon & Asociados
Estudio Allende
Estudio Bentata Abogados
F.A. Arias & Munoz
Hobsons
Banco Credito Argentino
Orlando Ferreres & Asociados/MeGaFlor S.A.
Barclays Bank PLC
The Robeco Group
The Bank of New York (Buenos Aires, Argentina)
V.A.P. & Asociados
Swissinvest S.A.
The Center for the Commercial Deployment of Transportation Technologies
("CCDoTT")
Manalytics International (a 1970 spin-off of Matson Navigation)
LinkedIn
Capitalink, L.C.
Uruguayinvest
ProNicaragua
Coinvertir (Colombia)
Enterprise Florida
Brigard y Urrutia (Bogota, Colombia)
VILAF (Ho Chi Minh City, Vietnam)
Frijouf, Rust & Pyle P.A.
Díaz-Durán & Asociados
The Gerson Lehrman Group
Vista Research (a division of Standard & Poor's)
Raymond James
Arthur J. Gallagher Risk Management Services
Urish Popeck & Co., LLC / BDO Seidman Alliance
The Development Executive Group
U.S. Merchant Marine Academy's Alternative Power Program
LSU AgCenter
U.S. Department of Agriculture
Syracuse University College of Law Mentoring Program

ARTICLES
The Mercosur: A Stumbling Block or a Stepping Stone?, Syracuse University
College of Law, June, 1997.

Go South, Brave Money, The Journal of Commerce, November 13, 1997.

The Expanding Role for U.S. Law Firms in the Mercosur, Michigan State
University - Center for International Business Education and Research,
June 24, 2000.

The Public's Right of Access to Sealed Court Records in Products Liability
Cases, The Business Journal, October 23, 2000.

Outside Advisors Can Be Held Liable For Fraud, Corporate Governance,
February, 2002.

Sarbanes-Oxley Act of 2002: An Update on the Provisions That Are Most
Significant to Directors and Officers of Public Companies, Energy Central,
November 20, 2002.

The Investment Injury Rule: Direct Competitors Have a New Weapon Against
Poachers, Mondaq, December 18, 2003.

Mierzwa & Proximate Causation: A Ray of Hope for Insurance Victims
in Louisiana and Mississippi, January 31, 2006.