Article 1: name, registered office and business year

(a) VPI-Initiative is the name of an association in the sense of article 60ft. of the Swiss civil code of law.

(b) Seat of the association is Reinach.

(c) Business year is the calendar year. The first business year lasts from the date of foundation to
December, 31 2002.

(d) The association is incorporated in the commercial/companies' register.

Article 2: Tasks and purpose of the association

(a) The purpose of the association is the promotion of VPI standards. The aim is a standardized
connection of systems to the Internet for remote action, maintenance and service solutions in an
industrial environment. This process of standardization is pursued for the benefit of both suppliers of components as well as users.

(b) The promotion of the VPI standard shall be achieved especially by means of:

· road shows and publications relating to Internet connections,
· cooperation with societies and companies that are concerned with Internet technology in the industrial sector,
· support of projects which are related to VPI solutions.

(c) The association contributes to the specification of the VPI standard.

(d) The association is responsible for the VPI label of conformity of machines, systems and services.
If necessary the association will render an expert opinion on projects with integrated VPI technology.

(e) The resources of the association may only be used for purposes which are consistent to the bye-laws. No person is allowed to incur expenditures which are alien to the purposes of the association or to be favored by disproportionate commissions.

Article 3: Membership

(a) Any natural or juridical person may become a member of the association. By becoming a member they declare themselves to comply with the goals of the VPI initiative and to support them.

(b) Active members have all the rights and duties of a member. Passive members pay a reduced
membership fee and may act as advisers in all organs (?) of the association. They do not have the right to vote.

(c) Membership is achieved by means of a written declaration of accession which is being accepted or
rejected by the board of directors without giving reasons.

(d) Membership ends by discharge, debarment, non-payment of fees or death. Discharge may only occur by the end of the calendar year.

(e) Debarment of a member may be decided by the board of directors if their remaining in the association conflicts with the interests of the association. The barred member may appeal in written form against the decision. The general assembly decides with a two thirds majority about a definitive debarment.

(f) A debarred member has no right to parts of the club funds.

Article 4: Fees

(a) The financial means to implementation of the tasks of the association are acquired via membership
fees and unsolicited allotments.

(b) The arranged general assembly fixes membership fees by adoption of a contribution rules.

(c) There is no double liability.

Article 5: Organs

Organs of the association are the general assembly, the board of directors and the revision authority/ authority responsible for revisions.

Article 6: General assembly

(a) The general assembly elects the president, the members of the board of directors and the accounters. It authorizes the annual accounts and agrees to credits. It is responsible for changes or additions to the bye-laws. It makes decisions about all legal matters, according to the bye-laws or according to
decision made by the board of directors.

(b) An arranged general assembly has to be summoned by the board of directors within a period of four
weeks. The invitation has to occur in written form and include the list of agenda items. An extraordinary general assembly has to be summoned by the board of directors according to a resolution laid down by the general assembly, the board of directors or according to a written demand by one fifth of members, if such as demand is posed to the board of directors

(c) At the general assembly each member has one vote. Representatives are entitled to vote if they
possess a written authorization issued by the registered member.

(d) The general assembly has a quorum if it was properly summoned.

(e) The general assembly makes decisions with a simple majority of the cast legal ballots. At a parity of votes the chairman decides.

(f) To change bye-laws or resolution of the association a majority of votes of two thirds of all legal cast
ballots is necessary. Decisions on this and to extraordinary general assemblies can only be made if
they are included on the list of agenda items on the invitation to the general assembly.

(g) Former Executive members have no right to vote on decisions on discharge of the executive board.

Article 7: Board of Directors

(a) The board of directors is composed of three to seven members.

(b) Its members and from them their president gets elected by the general assembly for a term of office of two years. Each two years the general assembly elects a new board of directors. Re-election is
possible.

(c) The board of directors constitutes itself.

(d) Board members sign collectively in pairs.

Article 8: Rights and Duties of the Board of Directors

(a) The president leads the meetings of the board of directors and the general assemblies. In case of
being prevented the vice president or a representative of the board.

(b) The secretary has to keep the minutes at any meeting of the board and the general assembly.

(c) The cashier manages the cash register of the association and keeps an account on all resources and expenses according to the rules. He has to give (file?) a full statement of accounts to the general
assembly.

(d) The executive board of the association is incumbent upon the branch office. Its functions conform with the regulations of the branch office. The board of directors is responsible for controlling the branch
office. Changes in the regulations of the branch office have to be approved by the general assembly.

(e) Management of the branch office is assigned to iniNet Solutions GmbH, Reinach.

Article 9: Revision Authority

The revision authority audits/verifies the account submitted by the board and makes a report to the general assembly. It consists of two independent accounters which are elected by the general assembly and do not have to be members of the association. Term of office is two years. Re-election is possible.

Article 10: Resolution of the Association

(a) Resolution of the association can only be decided in an especially for this purpose to be summoned
extraordinary general meeting.

(b) Remaining capital is to be carried forward to non-commercial institutions which are either carrying out Internet technology research or have goals similar to the ones of the resoluted association.

Article 11: Proclamation

Proclamation of the association occurs through publication in the Swiss trade paper.
Notifications to members occur in written form to their addresses.

Article 12: Coming into Effect of Bye-Laws

The bye-laws of the VPI initiative have been resolved up on at the founding assembly of August 30th 2002.