Technical Documentation

THE CONTRACT

Brighton, England

April 10, 1997

Continental Equipment Plc, Brighton, England, hereinafter referred to as " the Seller", on the one part, and TST Systems Ltd., Kiev, Ukraine, hereinafter refer-erred to as " the Buyer", on the other part, have concluded the present Contract as follows:

Subject of the Contract

1.1. The Seller has sold and the Buyer has bought the machinery, equipment, materials, and services (" Equipment") as listed in Appendix 1 being an integral part of this Contract.

Prices and Total Value of the Contract

2.1. The Total Contract Value is as follows:

Equipment and engineering FOB U.K. port + documentation £

Supervision, start-up and training £

Spare and wear parts £

Freight £

Total price CIF Odessa £

Discount £

Total Contract Value

2.2. The prices are understood to be CIF Odessa including cost of packing, marking, loading on board a ship, stowing and fastening the equipment in the hold, and the cost of the materials used for this purpose.

2.3. The prices are firm for the duration of the Contract and shall not be subject to any revision except on account of any mutually agreed changes or modifications to equipment specification and/or quantities listed in Appendix 1 to this Contract.

Time of Delivery

3.1. The equipment specified in Appendix 1 of the present Contract is to be delivered within two (2) months from the date of opening the Letter of Credit specified in Clause 4.1 of this Contract.

3.2. The delivery date is understood to be the date of the clean Bill of Lading issued in the name of the Buyer, destination Odessa, Ukraine.

Terms of Payment

4.1. Within thirty (30) days from the date of signing this Contract, the Buyer is to open in favour of the Seller an irrevocable confirmed Letter of Credit with CityBank, London, for hundred per cent (100%) of the total contract value. The Letter of Credit is to be valid for three (3) months.

4.2. Payment from this Letter of Credit at the rate of hundred per cent (100%) of the total contract value is to be effected in GB pounds against the following shipping documents:

4.2.1. Original Bill of Lading issued in the name of the Buyer, destination Odessa, Ukraine.

4.2.2. Shipping Specification.

4.2.3. Certificate of Quality.

4.2.4. Certificate of Origin.

4.2.5. Packing List.

4.2.6. Insurance Policy.

Technical Documentation

5.1. Within five (5) days from the delivery date the Seller shall send two (2) sets of the technical documents as listed in Appendix 2 to the address of the Buyer.

5.2. All instructions on the drawings are to be in English, with all the instructions contained in Items 1, 2, 3, and 4 of Appendix 2 translated into Russian.