1. Subject of the Contract

The Sellers have sold and the Buyers have bought on terms CIP-Krasnoyarsk equipment, including installation & personal training in quantity and at prices and in accordance with specifications, attached to the present Contract and constituting an integral part thereof (Attachment #1)

2. Terms, Prices and Total Amount of the Contract

The terms of the contract are 100% prepaid.

The prices for the goods to be supplied under the present Contract are fixed in United States Dollars, are understood to be CIP-Krasnoyarsk & include crating and marking. The prices are firm and are not subject to any alternations.

All taxes, custom duties, fees, and expenditures associated with the export of the equipment from the U.S.A. in connection with the fulfillment of the present Contract are to be paid by Seller.

The total amount of the contract is $203,400.00 (Two Hundred Three Thousand Four Hundred) U.S. dollars.

If the prepaid goods are not shipped, the Seller returns the funds for the unshipped goods, including the bank fee, within 180 days from the day the money was transferred into the Seller’s account, to the Buyer’s account.

Payment for goods delivered under this contract shall be exercised via Bank transfer to the account …

All fees related to the funds transfer in USA will be paid by the Seller & in Russia by the Buyer.

3. Shipping Terms

Shipment of goods will occur upon the receipt of the funds as specified in paragraph 2, but no later than 16 (sixteen) weeks following notification by the Seller’s Bank that funds have been received.

The Seller will provide the Buyer with the following documents:

A. Commercial Invoice – 1 original + 3 copies.

B. Packing List – 4 copies.

C. Guarantee letter of the Seller regarding the quality of the delivered goods.

D. Copy of the Export License, if required.

E. Certificate of Origin – 1original + 1 copy

F. Registration Certificate with Ministry of Health of RF – 1 copy.

4. Shipping Instructions and Notifications

A. All questions connected with shipment of the goods are to be mutually agreed upon in accordance with the Buyer’s instructions.

B. Within 24 hours after shipment of the goods the Sellers are to send to the Buyers by cable or by fax the loading notification stating the date of dispatch, number of the Contract, numbers of the crates, the quantity of cases and packages and gross weight.

5. Guarantee of the Quality of the Goods

Seller warrants that the goods will meet manufacturer’s published specifications.

6. Packing and Marking

The goods will be packed in the export crating suitable for ocean shipment. Packing will be suitable to protect the goods against any damage or corrosion when the goods are transported by sea and by railway and to provide eventual transshipment of the goods on the way to the place of destination and for a long storage of the goods.

Packaging of the goods is to be suitable for lifting and movement by customary international material handling equipment such as cranes and fork lifts. A detailed packing list will be issued by Seller for each case and package. The contents of the case, the quantity of the packed articles, the respective item number of specification, net and gross weights, and the Contract and the transaction numbers are to be indicated in the packing list in a waterproof envelope to be packed in the respective case together with the goods.

The marks on each and every individual crates should be made in English and in Russian and contain the following information: Contract #; Seller; Buyer; Consignee; Destination; Handle with Care; Do not Drop; Keep in a Dry Place; Gross Weight; Net Weight; Crate number.