A TELECONFERENCE SEMINAR WITH COUDERT BROTHERS PARTNERS MODERATED BY BARRY METZGER COUDERT BROTHERS, NEW YORK AND FORMERLY GENERAL COUNSEL OF THE ASIAN DEVELOPMENT BANK THURSDAY, NOVEMBER 18, 1999

1:30 P.M. - 3:00 P.M. EASTERN STANDARD TIME

Japanese Internet, telecommunications and other technology-based companies are making unprecedented strides to catch-up with their Western counterparts. Included within their development strategies are technology licensing arrangements, joint ventures and access to acquisition opportunities with Western companies who are among the "best of the breed" in their respective industries. This seminar will give participants valuable insights into the characteristics of the Japanese companies that are likely to be leaders at the beginning of the next century and suggestions as to how to structure a profitable relationship with them. We will also give conference participants access, on a periodic basis, to Updates on this topic via the Coudert Brothers' Website, http://www.coudert.com and Sources of information.

1. Landscape and Policy Framework Arthur M. Mitchell, Partner and Head of the Japan Practice Group Coudert Brothers, New York

o Who are the incumbents?

o Who are the challengers?

o What strategies are they pursuing?

o Japan's emerging Cyberbusiness Policy

o Recent Transactions

2. Regulatory Environment Rachelle Chong, Partner Coudert Brothers, San Francisco, and former Commissioner of the U.S. Federal Communications Commission

o Internet and E-commerce

3. Critical Legal and Tax Issues in Structuring the Deal Richard Wallace, Partner and K. Gregory Keever, Partner Coudert Brothers, Los Angeles

o "Greenfield" - joint venture - acquisition - license?

o Investment vehicles

o Problems with "in-kind" contributions

o The "do's and don'ts" of joint ventures

o Tax issues related to licensing technology abroad: royalty or sale?

4. Licensing Intellectual Property in Japan Pamela T. Church, Partner Coudert Brothers, New York

o Domain names

o Trademark protection

o Use of patents to protect business methodologies

o Copyright of software

5. Questions and Answers - (approximately 30 minutes) Partnering Opportunities with Japanese Internet and Telecommunications Companies is one of an ongoing series of teleconference seminars on current issues of international trade, investment and finance sponsored by Coudert Brothers.

We wish to acknowledge the assistance of KWR International in organizing this teleconference seminar. KWR International provides Research, Communications and Consulting Services for the Public and Private Sectors, with a particular focus on the Japanese, Korean and United States markets. For additional information, please contact Mr. Keith Rabin, President, at krabin@kwrintl.com.