The Charter of Company with Limited Liability

The Charter
(the new edition) for again created companies is underlined

of Company with limited liability

"N"
  
For again created companies this section is underlined.

Is re-registered from the limited liability Company

"N", registered (organ) "___" ________________ (date).

(Registration ___________ city _______________)

In the correspondence with the Federal Law of Russian Federation

from 08 February 1998 # 14FZ "About Companies with Limited Liability"

   

City ___________________

(date)

 Note: The recording organ puts round stamp and title block in a right upper angle. The
charter is issued in one original copy.

1. GENERAL PROVISIONS

Article 1. The general provisions.

 1. Company with Limited Liability "N", hereinafter referred to as "Company"

created as the limited liability Company "X" and registered Registration CHAMBER
(Registration ј _______________ from " ___ " __________________ (date)), registered
By Registration Chambers, constituent documents are indicated in the correspondence
with the Civil Code of Russian Federation and Federal Law " About Companies with
Limited Liability ", and the name is changed on above-stated.
The note. For new Companies with the limited Responsibility the fact of its creation is underlined only.
2. Firm (full) title of Company: Company with Limited Liability "N".

The reduced title: "N".

Full title in English: ______________________________________

The reduced title in English: _______________________________

3. Place of a determination of Company and constant acting actuator:

_____________________________________________________

Place of a storage of the documents of Company and it mail address:

_____________________________________________________

Article 2. The participants of Company

1. The participants of Company are:

- Surname a Name a Patronymic

Address: ___________________________________________

The passport: _______ # _________________________is given

___________________________________________________
The note: the full list of the citizens and legal persons participating in Company Thus is underlined.

2. The Company as the participants can be entered by(with) the natural and legal
persons of Russian Federation and foreign states. The public authorities of Russian
Federation, subjects of Russian Federation and organs of a local government have no
right to act by the participants of Company, if other is not established by the Law of
Russian Federation.

The order of the introduction of the participants in Company is adjusted by the current
legislation of Russian Federation, positions of the Constituent Agreement of Company
and present Charter.

3. In communication(connection) including in formation of property of Company - the

participants have the mandatory rights concerning Company.

Article 3. A Legal position of Company

1. The company is the legal person in the correspondence with the current legislation of
Russian Federation.
The company has the right to have in the property, economic management isolated
property which is taken into account on independent balance, and answers under the
obligations by this property. The company can on its own behalf acquire and to realize
property and personal non-property rights, to bear the responsibilities connected to a
realization of activity, Russian Federation, not prohibited to the legislation, to be the
claimant and respondent in court of the general jurisdiction, in arbitration and arbitration
courts.

2. The company is the commercial enterprise with the authorized capital, divided into a
share, and as the main purposes of activity pursues extraction of the profit in interests of
the participants, sufficing of public and personal needs.

3. The company acquires the civil rights and bears the civil responsibilities from the
moment of creation of Company, which the date it of State registration is considered as.

The capacity of Company ceases at the moment of completion it of liquidation, which

the date of entering of an entry about liquidation of Company in the uniform State
register of the legal persons is considered as.

4. The company has round stamp with the own name, title block, trade-mark and other
attributes of the legal person, means of personalising.

5. In the correspondence with the current legislation of Russian Federation the

Company has the right to open settlement and other accounts(invoices) in any credit
organizations both on territory of Russia, and on territory of the foreign states for a
realization of authorized activity.

6. The company has the right to open branches and representations, and also to
participate in the capital of other legal persons both on territory of Russia, and on
territory of the foreign states in the correspondence with positions of the present Charter
and legislation of Russian Federation.

Article 4. Subjects of activity

1. Main and defining kinds of activity of Company are:

The note. Main kinds of activity, for example here are listed(transferred):

 Production of building materials.

 Production sanitary - technical of equipment.
 Production of items.
 Production of roofing materials.
 Production of a glass and items from a glass.
 Production of steel and aluminium building constructions and items.
 Production of constructions and items from concrete, modular concrete.
 Production pressure head and ferro-concrete pipes.
 Production of documentary concrete and solution.
 Production of asphalt.
  Production of wooden building constructions and items.
 Production of an equipment and stock.
 Production ventilating, sanitary - technical both electroassembly items and bars.
 Quality control of production (building materials and items).
 Civil and erection works (preparatory, earthen, special work& in grounds,
erection of bearing and protecting constructions, work on the system(device) of
outside webs and equipment, work on the system(device) of internal engineering
systems).
 Work on a guard of building constructions and equipment.
 Work on construction of roads and accomplishment of territory.
 Mounting of the process equipment and starting-up and adjustment work.
 Transport construction.
 Realization of functions of a prime Contractor in construction.

2. Additional kinds of activity are:

The note. Additional kinds of activity, for example here are specified:

 Organization of tutoring and retraining of frames.

 Consulting work.
 Fulfilment of functions of the Customer in construction.
 Representation services.
 Production of the consumer goods.
 Production of products of a feed.
 Transport work and services.
 Social services.
 Intermediary activity.
 Purchasing activity.
 Wholesale trade.
 Retail trade.
 Activity in Internet.
 Work on a capital market.
 Foreign trade activities, export-import operations.

3. The company has the right to realize any other activity or kinds of activity which was
not prohibited to the current legislation of Russian Federation.

Article 5. The responsibility of Company.

1. The company bears responsibility under the obligations by all inhering to it by

property.

2. The company does not bear the responsibility under the obligations of Russian
Federation, subjects of Russian Federation and organs of a local government, and last
Companies in turn do not answer for obligations.

3. The company does not bear the responsibility under the obligations of the
participants. The participants do not answer for obligations Company and bear risks of
the losses connected to activity of Company, within the limits of cost of the
contributions, introduced by them.
The participants, having paid contributions not completely, bear the solidary
responsibility under the obligations of Company within the limits of cost of the
outstanding part of the contribution each from the participants.

For want of of insolvency (bankruptcy) of Company, which is caused by operations of

the participants, and is equal of other faces, which have the right to give mandatory for
Company of the instruction(indication) or otherwise have a possibility to determine of its
operation, to the indicated faces for want of insufficiencies of property of Company can
be assigned joint the responsibility till it to the obligations. The solution about joint of the
responsibility accepts general meeting of the participants by simple majority.

II. PROPERTY of COMPANY

Article 6. Structure of property of Company

1. The company posesses on the property right the following property:

a) Property derivated at the expense of the contributions of the participants;

b) Property made or bought by Company during it of activity;

c) Incomes and other means obtained by Company on the basis, not contradicting to
the legislation of Russian Federation on a moment of deriving of the incomes and other
means.

2. The company can be the emitter of any kinds of valuable papers, behind an
elemination of the shares, and to realize issue of industrial valuable papers. The
solution about a size of issue, order and terms of accommodation of valuable papers,
and also about a realization of the issue of industrial valuable papers is accepted by
general meeting of the participants of Company in the correspondence with the current
legislation of Russian Federation and positions of the present Charter.

3. The company has the right to possess property on the right of economic
management.

Article 7. Funds of Company

1. In Company in the correspondence with the legislation of Russian Federation and

interests of Company the following funds can be organized:

a) The charter fund (authorized capital) (item 8 of present Charters);

b) Surplus fund (item of 10 present Charters);

c) The wage bill (is installed in the correspondence with a list of staff stated general
meeting of the participants not less often 1 time in 6 months; is formed of the profit of
Company);
d) The material incentives fund of the workers (is installed at a rate of not more than 25
% from the wage bill, not less often 1 time in 6 months affirms by general meeting of the
participants; is formed of the profit of Company);

e) Other funds (are formed by a solution of general meeting of the participants of the
profit of Company - in the correspondence with the present Charter and Item of 30
Federal Laws " About Companies with Limited Liability ").

2. The order and sources of formation, structure, purpose(assignment), the sizes and
order of use each from funds are determined by the Charter of Company. 

Article 8. The Charter fund (Authorized capital) of Company

3. For maintenance of activity of Company will be derivated the charter fund

(authorized capital), which is made of a nominal value of the contributions of the
participants.

2. The contributions of the participants in the charter capital of Company can be money
valuable papers, other things either proprietary interests, or other rights and property
have a money evaluation, including intellectual property.

The money evaluation of the contribution is made under the agreement between the
participants and in cases stipulated by the law, is subject to an independent expert
evaluation.

3. The charter capital determines a minimum size of property guaranteeing interests it of

the creditors.

4. The charter capital with the purpose of maintenance of efficiency of activity of

Company is derivated at a rate of ________ roubles 00 copecks
(____________________ roubles 00 copecks). The charter capital is derivated from
means of the participants and property, belonging to them, (in the correspondence with
the Constituent Agreement from "___ " (date).

5. The charter capital is divided into shares between the participants as follows:

Surname a Name a Patronymic

Total sum of the contribution (nominal value) - _________ Roubles

Share in the authorised capital - _____ %.

Surname a Name a Patronymic

Total sum of the contribution (nominal value) - _________ Roubles

Share in the authorised capital - ____ %.
The note. So all participants of Company - natural and legal persons are listed(transferred).

6. The rights and responsibilities of the participants on entering the contributions in the
charter capital, order of transition of a share of the participant in the authorized capital
and distribution of the profit of Company are adjusted by positions of unit III " The Rights
and responsibilities of the participants ".

7. The charter capital can be reduced or is enlarged by Company only in the order and
in terms established by the legislation of Russian Federation and the present Charter.

 Article 9. A modification of the authorized capital

3. If upon termination of first or each consequent fiscal year cost of pure assets of
Company will appear less authorized capital, the Company is obliged to declare
about a diminution of the authorized capital and to register this diminution when
due hereunder. If in an outcome of the indicated diminution the size of the
authorized capital becomes less minimum size of the authorized capital
determined by the law for economic Companies, the Company is subject to
liquidation.

2. The diminution of the Authorized capital of Company is supposed after the advice all
it of the creditors. Last have the right in this case to require prior execution or
termination of the appropriate obligations of Company and reimbursement caused
owing to a diminution of the authorized capital of the losses.

3. The magnification of the authorized capital of Company is supposed after entering by

all it by the participants of the contributions in full volume.

The magnification is made by additional entering of the contributions by the participants,

at the expense of property of Company, in an outcome of revaluation of property of
Company or introduction into Company of the new participants and entering by them of
the contributions. 

[Blocked Ads]

Article 10. A surplus fund of Company

1. In Company there is a surplus Fund at a rate of, not exceeding 25 (twenty five)
percents from magnitude of the authorized capital.

2. The surplus fund will be derivated by mandatory annual deductions, which size can
not be less than 5 (five) and more 50 (fifty) percents from a net profit of Company. The
deductions are made up to a moment of reaching of the established size of fund.

3. The surplus fund is intended for cover of the losses of Company, and also for
settlement of valuable papers, produced By Company, and industrial valuable papers in
case of absence of other means for their settlement.

The use of a surplus Fund is made for the indicated purposes on a solution of general
meeting of the participants of Company.
The surplus fund can not be used for other purposes, except for indicated in the
Charter.

III. RIGHTS and RESPONSIBILITIES of the PARTICIPANTS of COMPANY

 Article 11. The rights of the Participants of Company

The participants have the right:

a) To participate in business management of Company immediately or through organs,

formed by them: general meeting of the participants, management, auditing commission
in the order established by the constituent documents of Company and the Federal law;

b) To select and to be elected in organs of management and monitoring of Company;

c) To transmit the authorities in general meeting of the participants of Company to the

representatives(representative);

d) To receive an information about activity of Company, to be acquainted from it by the

account books and other documentation in the order established by the Charter of
Company;

e) To require realization of check of financial activity of Company by an auditing

commission (auditor), and is equal of auditor check (external audit) to the annual
financial reporting of Company;

f) To participate in distribution of the profit;

g) To receive in case of liquidation of Company a part of the property which has stayed
after account with the creditors, or it cost (liqudating share);

h) To sell, to transmit by right of succession or by way of assignment, and equally

otherwise to concede inherings to them shares of the authorized capital or part of a
share to one or several participants of Company, or third faces. On fulfilment of such
bargain the consent of other participants of Company, difiniendum by a voting by simple
majority is required. The amount of voices for want of voting is determined in percent of
sharing in the authorised capital;

i) At any time to leave from Company irrespective of the consent of other participants;

j) To use the right of priority of purchasing of a share or part of a share, which are
alienated by other participants;

k) To appeal in the judicial order of an operation (inaction) of other participants, and is

equal solutions of organs of Company, which limit or infringe of its right established by
the legislation of Russian Federation, Charter and Constituent Agreement of Company;

l) The participants of Company, which shares in aggregate make not less, than 10 (ten)
percents of the authorized capital of Company, have the right to require in the judicial
order of an elemination from Company of the participant, which roughly infringes the
responsibilities or operations (inaction) does impossible activity of Company or
essentially it hinders;
m) To put in pawn a share, belonging to them, (part of a share) in the authorized capital
of Company to other participant of Company or third face with the consent of Company
on a solution of general meeting of the participants of Company accepted by majority of
voices of all participants of Company. Voices of the participant of Company, which is
going to put in pawn the share (part of a share), for want of definition(determination) of
outcomes of a voting are not taken into account.

Article 12. Realization of the rights by the participants. The order and conditions
of transition or cedation of a share(!long) in the authorized capital of Company.

1. The participant participates in business management of Company immediately or

through organs of Company: general meeting of the participants, management, auditing
commission.

2. The participant has the right to select and to be elected on a post of the chairman of
general meeting of the participants of Company and General director of Company,
member of an auditing commission (auditor).

3. In case of impossibility of personal presence of the participant on meetings of general

meeting of the participants of Company, and is equal of personal sharing in voting the
participant has the right to transmit the authorities to the representative, quoted by
him(it).

The representative of the participant on general meeting of the participants of Company

acts in the correspondence with authorities based on the instructions of the Federal
laws, sertificates(acts) of the State organs, authorized to that, organs of a local
government or power of attorney composed in writing in the correspondence with civil
procedure law of Russian Federation.

The power of attorney on a voting should contain informations about represented and
representative (name, residence, nameplate data of the natural persons or name, place
of a determination, datas on registration of the legal persons). The power of attorney on
a voting should be made out in the correspondence with requests of items 4 and 5
articles 185 of a part of the first Civil code of Russian Federation or is certified notarially.

4. The participant has the right with the purposes of a realization of monitoring behind
activity of management of Company to require granting by the General director,
members of management of Company, main accountant of Company of accounting and
other documentation, to receive an information about activity of Company.

5. Because of of obtained information the participant has the right to require realization
of check of financial activity of Company by an auditing commission (auditor).

For check and validation of the annual financial reporting of Company the participant
has the right to require engaging the professional auditor who was not connected by
property interests with Company or the participants (external audit). The solution about
realization of external audit is accepted by general meeting of the participants of
Company.

6. The distribution of the profit of Company is made after performance by it of the

financial obligations and realization of deductions on shaping and supplement of funds
of Company - in the order established by a solution of general meeting of the
participants of Company.

On a solution of general meeting of the participants of Company the profit can be

distributed as follows:

a) Is paid to the participants in the money form proportionally to their shares in the
authorised capital;

b) Capitalized for further use in interests of the participants or in the correspondence

with needs of Company;

c) Is used by a different way, difiniendum by general meeting of the participants of

Company.

Term of a realization of payments to the participants of a part, belonging to them, of the

distributed profit of Company can not be more than 3 months from the moment of the
assertion of a solution about distribution of the profit.

7. For want of liquidations of Company the participants have the right to deriving of a
part of the property which has stayed after accounts with the creditors, or it to cost is
proportional to sizes of inherings by it by a share (liqudating share). The solution about
distribution of property is accepted by a liqudating commission and affirms by general
meeting of the participants.

8. The participant has the right to sell, to transmit by right of succession or by way of
assignment, and equally otherwise to concede the share in the authorized capital or it a
part to one or several participants, and also third faces.

The participants of Company use the right of priority of purchasing of a share (part of a
share) participant of Company at the price of the offer to the third face - proportionally to
sizes of the shares. The company has the right of priority to purchase of a share (part of
a share), sold it by the participant, if other participants of Company did not use the right
of priority of purchasing of a share (part of a share).

The participant of Companies going to sell the share (a part of a share) to the third face,
is obliged in writing to inform(notify) on it the remaining participants of Company or
Company with the instruction of the price and other conditions of its sale. The notices
are directed to the participants through Company. In case the participants of Company
or Company will not take advantage of the right of priority of purchasing of all share (all
part of a share), offered for sale, and also will express the consent with sale of a share
(part of a share) to the third face, during 10 of days from the date of decisionmaking a
share (the part of a share) can be sold to the third face to the price and on conditions
informed to Company and it to the participants.

The sale of a share (part of a share) with violation of the right of priority of purchasing by
the participants of Company or Company is not supposed, the bargain is considered
void. The sale of a share (part of a share) third person is supposed on a solution of
general meeting of the participants of Company accepted by a voting by simple
majority, for want of it for want of voting all voices of the participants expressed in
percentage sharing in the authorized capital, including voice selling the share (part of a
share) participant (participants) are taken into account.
The concession (sale) of a share (part of a share) in the authorized capital of Company
should be accomplished in the simple written form as the Agreements of transfer and
Appendix. The non-observance of the simple written form of the bargain on concession
(sale) of a share (part of a share) in the authorized capital of Company attracts it nullity.

The agreement of transfer (concession, sale) is certified by round stamp of Company

and signature of the General director. Appendix to the Agreement is the Protocol of
general meeting of the participants of Company confirming deriving of the consent on
concession (sale) of a share (part of a share). The purchaser of a share (part of a
share) in the authorized capital of Company realizes the rights and bears the
responsibilities of the participant of Company from the moment of registration of the
Agreement of transfer and Appendix.

To the purchaser of a share (the parts of a share) in the authorized capital of Company
pass all rights and responsibilities of the participant of the Companies which have arisen
up to concession of an indicated share (of a part of a share), behind an elemination of
the additional rights and additional responsibilities given the participant of Company in
the correspondence with the present Charter and on a solution of general meeting of
Company. The participant of Company, conceded the share (part of a share) in the
authorized capital of Company, bears before Company the responsibility on entering the
contribution into the property which has arisen up to concession of an indicated share
(of a part of a share), is solidary from it by the purchaser.

The share of the participant can be alienated before full its payment only in that part, in
which it is already paid.

9. The participant has the right at any time to leave from Company irrespective of the
consent other it of the participants or Company.

In case of an output(exit) of the participant from Company it the share passes to

Company from the moment of submission of the application about withdrawal from
Company. For want of it the Company is obliged to pay to the participant of the
Company which has submitted the application on withdrawal from of Company, valid
cost it of a share, defined because of of datas of the accounting reporting of Company
for one year, during which the application on withdrawal from Company was sent, or
with the consent of the participant of Company to issue to it(him) in a nature property of
same cost, and in case of partial payment of its contribution in the Charter capital of
Company valid cost of a part it of a share, proportional paid part of the contribution.

The company is obliged to pay to the participant of the Company which has submitted
the application on withdrawal from of Company, valid cost it of a share or to issue to
it(him) in a nature property of same cost during six months from the moment of
termination(ending) a fiscal year, during which the application on withdrawal from
Company is sent.

Valid cost of a share of the participant of Company is paid at the expense of a

difference between cost of pure assets of Company and size of the authorized capital of
Company. In case if it is not enough of such difference for payment to the participant of
the Company which has submitted the application on withdrawal from of Company, valid
cost it of a share, the Company is obliged to reduce the authorized capital by the
missing sum.
The output(exit) of the participant of Company from Company does not release it of the
responsibility before Company on entering the contribution into property of Company
arisen up to submission of the application about withdrawal from Company.

10. The share of the participant of Company, which for want of establishment of
Company has not introduced the contribution in the Charter capital of Company in a full
size, passes to Company. For want of it the Company is obliged to pay to the participant
of Company valid cost of a part it of a share, proportional part, introduced by him,(it,) of
the contribution (term, during which the property was in use of Company), or with the
consent of the participant of Company to issue to it(him) in a nature property of same
cost. Valid cost of a part of a share is determined because of of datas of the accounting
reporting of Company for the last accounting period preceding to a day of expiry of the
term of entering of the contribution.

The company is obliged to pay valid cost of a share (part of a share) or to issue in a
nature property of same cost within one year from the moment of transition to Company
of a share (part of a share). Valid cost of a share (part of a share) is paid at the expense
of a difference between cost of pure assets of Company and size of its authorized
capital. In case it is not enough of such difference, the Company is obliged to reduce
the authorized capital by the missing sum.

11. The share of the participant of Company eliminated from Company, passes to
Company. For want of it the Company is obliged to pay to the eliminated participant of
Company valid cost it of a share, which is determined on datas of the accounting
reporting of Company for the last accounting period preceding to date of the introduction
into a legal force of a solution of court about an elemination, or with the consent of the
eliminated participant of Company to issue to it(him) in a nature property of same cost.

12. The participant has the right in the judicial order to appeal against operations
(inaction) of the participants, solution of general meeting of the participants and
management of Companies bounding or infringing it of the valid rights and interests, to
claim reimbursement of the losses, caused to it(him). The order of the appeal is
installed by the current legislation of Russian Federation.

Article 13. The responsibilities of the participants of Company

The participants are obliged:

a) To introduce the contributions in the Charter (authorised) capital in the order, sizes,
methods and to terms, which are stipulated by the Charter and Constituent Agreement
of Company;

b) To not disclose a confidential information about activity of Company;

c) In time to inform other participants on impossibility of personal sharing in general

meeting of the participants of Company and to realize operations, stipulated By the
Charter, as required of representatives(representative) or sharing(participation) in a
correspondence voting;

d) To notify on an intention to concede inherings to them shares or part of a shareof

other participants;
e) In time to notify general meeting of the participants of Company on failure in
realization by them of the right of priority of purchasing of shares, alienated by other
participants;

f) Honesty to execute the taken up obligations in relation to Company;

g) To observe positions of the Charter and Constituent Agreement of Company.

Article 14. Performance(fulfillment) of the responsibilities by the participants

1. For want of magnification of the authorized capital the participant is obliged to

introduce the contribution to payment of cost of a share, belonging to it,(him,) in the
order, terms and method, difiniendums by a solution of general meeting of the
participants.

For want of violation the participant of the order and terms of entering of the contribution
on the sum which is were payable, charges percents for each calendar day of delay of
entering of the contribution at the rate of 30 annual interest rates.

The participant can not be free of the responsibility of entering of the contribution in the
authorised capital, including by offset it of requests to Company.

2. The participant is obliged to not disclose a confidential information about activity of

Company, as that: informations about the bargains concluded by Company, about sizes
of the authorized capital and distribution of a share, about sharing(participation) of
Company in the capital of other legal persons, - other information component trade
secret.

In the correspondence with the legislation of Russian Federation the participants are
obliged to grant any information about activity of Company to public authorities and
organs of a local government.

3. The participant is obliged to inform(notify) other participants on impossibility of

personal sharing(participation) in general meeting of the participants of Company and
about transfer of authorities to the representative in time not later of 7 calendar days
before date of realization of general meeting of the Participants of Company.

4. The participant is obliged to inform in writing other participants on an intention of

alienation of a share, belonging to it,(him,) (its part) authorized capital in time not later
than 20 calendar days prior to prospective date of alienation.

5. In default of participant from realization it(he) is obliged by them of the right of priority
of purchasing of a share (its part) authorized capital alienated by other participant,
during one month after deriving the notice about prospective alienation of a share (its
part) to notify on failure(refusal) general meeting of the participants of Company.

6. The participant is obliged honesty and reasonablly to execute the taken up

obligations in relation to Company and to observe positions of the present Charter and
Constituent agreement of Company.
 

Article 15. The responsibility of the participants for default of the taken up
obligations in relation to Company.

The participants of Company, which shares in aggregate make not less, than ten
percents of the authorized capital of Company, have the right to require in the judicial
order of an elemination from Company of the participant, which roughly infringes the
responsibilities, or operations does impossible activity of Company or essentially it
hinders.

In case of an elemination of the participant it the share passes in full volume in the
property of Company, and the contribution introduced in payment of a part of a share, is
not subject to return to the participant.

The company is obliged to realize a share of the eliminated participant to other

participants or third faces, in the correspondence with positions of the present Charter,
or to reduce the Charter capital by cost of a share within one year after transition of a
share of the eliminated participant in the property of Company. For want of diminution of
the authorized capital it the size can not be of a less minimum size established by the
legislation of Russian Federation.

IV. ORGANS of MANAGEMENT of COMPANY

Article 16. The general provisions.

The company acquires the civil rights and bears the civil responsibilities through the
organs: general meeting of the participants and General director.

Article 17. General meeting of the participants of Company

1. The supreme body of Company is the general meeting of the participants hereinafter
"Convention", which consists of the participants or representatives, appointed as them.
The convention is headed by the Chairman elected on general meeting of the
participants in the correspondence with the Positions p.37 item 5 of the Federal Law "
About Limited companies " and an Item of 21 present Charters.

2. The solutions of the convention are accepted on it meetings by a way personal

sharing or correspondence voting, for want of which realizations the participants have
an amount of voices, proportional size of inherings by him(it) by a share.

Article 18. The next convention of the participants of Company.

The company is obliged annually to conduct the next general meeting in time not later
than 3 months after ending a fiscal year, which is convoked by the General director of
Company. On this convention except for other problems the annual outcomes of activity
of Company should affirm.

Article 19. Extraordinary general meeting of the participants of Company

1. The extraordinary Convention is convoked by the chairman of the Convention in
cases, if it is required with interests of Company as a whole, either on demand of the
participants, or on presentation of the General Director.

2. The extraordinary general meeting of the participants of Company is convoked by the

General Director of Company till it to the initiative, on demand of the auditor, and also
participants of Company having in aggregate not less than one tenth from a total
number of voices of the participants of Company.

The general director of Company is obliged within five days from the date of deriving a
request about realization of extraordinary general meeting of the participants of
Company to consider the given request and to accept a solution about realization of
extraordinary general meeting of the participants of Company or about failure in it of
realization. The solution about failure in realization of extraordinary general meeting of
the participants of Company can be accepted by the General director of Company only
in case:

- If not the established order of presentation of a request about realization of

extraordinary general meeting of the participants of Company is observed;

- If any from problems offered for inclusion in the agenda of extraordinary general
meeting of the participants of Company, does not concern to it of the competence or
does not conform the requirements of the Federal laws.

If one or several problems offered for inclusion in the agenda of the extraordinary
convention of the participants of Company, does not concern to the competence of
general meeting of the participants of Company or do not conform the requirements of
the Federal laws, the datas problems are not included in the agenda.

The general director of Company has no right to make modifications to statements of

problems offered for inclusion in the agenda of the extraordinary convention of the
participants of Company, and also to change the offered form of realization of
extraordinary general meeting of the participants of Company.

Alongside with problems offered for inclusion in the agenda of extraordinary general
meeting of the participants of Company, the General director of Company under the
own initiative has the right to include in it additional problems.

3. In case of decisionmaking about realization of extraordinary general meeting of the

participants of Company the indicated general meeting should be conducted not later
than 45 days from the date of deriving a request about it of realization.

4. In case if during the term, established by the present Charter, the solution about
realization of extraordinary general meeting of the participants of Company is not
accepted or the solution about failure in it of realization is accepted, the extraordinary
general meeting of the participants of Company can be called by organs or faces
requiring its realization.

In this case General director of Company is obliged to grant the indicated organs or
faces the list of the participants of Company with their addresses.
The costs for preparation, convocation and realization of such general meeting can be
reimbursed on a solution of general meeting of the participants of Company at the
expense of means of Company.

Article 20. The order of convocation of general meeting of the participants of

Company.

1. An organ or the faces, from whom the initiative on convocation of the convention
proceeds (general meeting of the participants of Company), are obliged not later than
30 days before its realization to notify on it each participant of Company by the certified
mail to the address, indicated in the list of the participants of Company, or to notify the
participant personally againts receipt.

2. In the advice should be indicated time and place of realization of general meeting of
the participants of Company, and also offered agenda.

Any participant of Company has the right to introduce the offers on inclusion to the
agenda of general meeting of the participants of Company of additional problems not
later than 15 days before its realization.

Additional problems, behind an elemination of problems, which do not concern to the

competence of general meeting of the participants of Company or do not conform the
requirements of the Federal laws, are included in the agenda of general meeting of the
participants of Company.

The organ or faces, from whom the initiative on convocation of the convention proceeds
(general meeting of the participants of Company), has no right to make modifications to
statements of additional problems offered for inclusion in the agenda of general meeting
of the participants of Company.

In case if under the offer of the participants of Company in the initial agenda of general
meeting of the participants of Company are made modifications, organ or faces,
initiating general meeting of the participants of Company, are obliged not later than 10
days before its realization to notify all participants of Company on the modifications,
introduced in the agenda, by a method indicated in item 1 of the present article.

3. To an information and materials which are being a subject to granting to the

participants of Company for want of to preparation of general meeting of the participants
of Company, the informations about the candidate (candidates) in actuators of
Company, project of modifications and additions introduced into the constituent
documents of Company, or projects of the constituent documents of Company in a new
wording, projects of the internal documents of Company, and also other information
(materials) stipulated by the present Charter concern the annual report of Company,
auditor by results of check of the annual reports and annual balance sheets of
Company.

Organ or the faces, initiating general meeting of the participants of Company, are
obliged to direct them an information and materials together with the advice of
realization of general meeting of the participants of Company, and in case of a
modification of the agenda appropriate an information and the materials are directed
together with the advice of such modification.
Indicated an information and the materials within 30 days before realization of general
meeting of the participants of Company should be given to all participants of Company
for an inspection in a location of the actuator of Company. The company is obliged on
demand of the participant to grant it(him) copies of the indicated documents. The
payment levied by Company for granting of datas of copies, can not exceed the costs of
their manufacturing.

4. In case of violation established by the present article about convocation of general

meeting of the participants of Company such general meeting is recognized competent,
if all participants of Company participate in it.

Article 21. The order of realization of general meeting of the participants of

Company

1. The general meeting of the participants of Company is conducted in the order

established by the Federal law, present Charter of Company and it by the internal
documents. In the part which has been not settled by the Federal law, present Charter
of Company and internal documents of Company, the order of realization of general
meeting of the participants of Company is installed by a solution of general meeting of
the participants of Company.

2. Before discovery of general meeting of the participants of Company the registration of

the arrived participants of Company is carried out.

The participants of Company have the right to participate in general meeting personally
or through the representatives(representative). The representatives(representative) of
the participants of Company should present the documents confirming them of
authority. The power of attorney given to the representative(representative) of the
participant of Company, should contain informations about the represented
representative (name or name, residence or place of a determination, nameplate data),
to be made out in the correspondence with requests of items 4 and 5 articles 185 of the
Civil code of Russian Federation or is certified notarially.

The nonregistered participant of Company (representative) of the participant of

Company) has no right to participate in a voting.

3. The general meeting of the participants of Company is opened in indicated in the

advice of realization of general meeting of the participants of Company time or, if all
participants of Company are already registered, earlier.

4. The general meeting of the participants of Company is opened by the General

director of Company. The general meeting of the participants of Company called by the
auditor or participants of Company, is opened by the auditor or one from the participants
of the Company which has called the given general meeting.

5. The participant opening general meeting of the participants of Company, will organize
realization of choices of Company, presiding from among the participants. For want of
voting on a problem on election of general meeting, presiding each participant, of the
participants of Company has one voice, and the solution on the indicated problem is
accepted by majority of voices from a total number of voices of the participants of
Company have the right to vote on the given general meeting.
6. The actuator of Company will organize management of the protocol of general
meeting of the participants of Company.

The protocols of all general meetings of the participants of Company are filed in the
book of the protocols, which should at any time be grantiven to any participant of
Company for an inspection. On demand of the participants of Company they issue the
statements from the book of the protocols certified as the actuator of Company.

7. The general meeting of the participants of Company has the right to accept solutions
only on problems of the agenda informed participants of Company in the
correspondence with items 1 and 2 articles 20 of the present Charter, behind an
elemination of cases, if all participants of Company participate in the given general
meeting.

8. The solutions on problems indicated in the subitem "В" of item 1 of article 23 of the
present Charter, are accepted by majority not less than two thirds of voices of a total
number of voices of the participants of Company. The solutions on problems indicated
in the subitems "c" and "g" of item 1 of article 23 of the present Charter, are accepted by
all participants of Company solidly.

The remaining solutions are accepted by majority of voices from a total number of
voices of the participants of Company, if the necessity of the greater number of voices
for want of acceptance of such solutions is not stipulated by the present Charter.

9. The solutions of general meeting of the participants of Company are accepted by an

open voting.

Article 22. A solution of general meeting of the participants of Company accepted

by realization of a correspondence voting (polling way).

1. The solution of general meeting of the participants of Company can be accepted

without realization of the convention (joint presence of the participants of Company for
discussion of problems of the agenda and decision making on problems delivered on a
voting). Such voting can be conducted by exchange by the documents by means of
mail, telegraphic, teletype, telephone, electronic facsimile or other
communication(connection) ensuring truth of the transmitted and accepted messages
and their documentary acknowledgement(confirmation).

The solution of general meeting of the participants of Company on problems indicated in

the subitem "Е" of item 1 of article 23 of the present charter, can not be accepted by a
correspondence voting (polling way).

2. For want of decisionmaking the general meeting of the participants of Company by

realization of a correspondence voting (polling way) does not apply items 2, 3, 4, 5 and
7 articles 21 of the present Charter, and also position of items 1, 2 and 3 articles 20 of
the present Charter in a part of terms, stipulated by them.

3. The order of realization of a correspondence voting is determined by the internal

document of Company, which should provide compulsion of the message to all
participants of Company of the offered agenda, access of all participants of Company
prior to the beginning a voting with all necessary by an information and materials,
possibility to introduce the offers on inclusion to the agenda of additional problems,
compulsion of the message to all participants of Company prior to the beginning a
voting of the changed agenda, and also termination date of a procedure of a voting.

Article 23. The competence of the Convention.

1. To the exclusive competence of general meeting of the participants of Company

concern:

a) Election of the Chairman of the Convention;

b) Modification of the Charter of Company, including modification of a size of the

authorized capital of Company;

c) Modification in the Constituent agreement;

d) Formation of actuators of Company and advance termination(discontinuance) of their

authorities, and also decisionmaking about transfer of authorities of the sole actuator of
Company of commercial organization or individual businessman (further - manager),
assertion of such manager and terms and conditions of his contract;

e) Definition of main directions of activity of Company, and also decisionmaking about

sharing in associations and other associations of commercial organizations;

f) Assertion of the annual reports both balance sheets of Company and distribution of
profits and losses of Company;

g) Decisionmaking about reorganization and liquidation of Company,

purpose(assignment) of a liqudating commission, assertion of the transfer sertificate,
separating or liqudating balance;

h) Decisionmaking about independent auditor check of financial activity of Company;

i) Assertion of a solution of a liqudating commission about distribution of property of

Company, including about selection of liqudating shares of the participants;

j) Decisionmaking about the repayment of a share (part of a share) participant, its

realization to other participants or third faces;

k) Creation of branches and representations, and also decisionmaking about

participation of Company in the capital of other legal persons;

l) Decisionmaking about accommodation by Company of the bonds or other issuing

valuable papers;

m) Decisionmaking about recognizing Company by inconsistent (bankrupt);

n) Assertion of the documents regulating internal activity of Company (of the internal
documents of Company);
o) Other problems in the correspondence with positions of the present Charter and
legislation of Russian Federation;

p) Decisionmaking about distribution of a net profit.

2. On problems of the competence of the Convention, which are indicated in the

subitem "o" of the present article, the solutions are accepted for want of amount of
voices of the participants and quorum established appropriate positions of the present
Charter or legislation of Russian Federation.

3. The problems referred to the exclusive competence of the Convention, can not be
transferred on a solution of other organs of management of Company.

Article 24. The sole actuator of Company.

1. The sole actuator of Company - General director - is selected by general meeting of

the participants of Company on five years' term.

The sole actuator of Company can be elected as well not from among it of the
participants.

The agreement between Company and face realizing functions of the sole actuator of
Company, is signed on behalf of Company by a face presiding over general meeting of
the participants of Company, on which the face realizing functions of the sole actuator of
Company, or participant of Company authorized solution of general meeting of the
participants of Company is elected.

2. As the sole actuator of Company the natural person, behind an elemination of case of
transfer of authorities of the sole actuator of Company to the manager in the
correspondence with the present Charter can act only.

3. Sole actuator of Company:

1) Without the power of attorney acts on behalf of Company, including represents

it interests and makes the bargains;

2) Issues the powers of attorney on the right of representation on behalf of

Company, including with the right re-confidence;

3) Issues the orders on purpose on a post of the workers of Company, about

their transfer and dismissal, applies measures of encouragement and imposes
discipline of collection;

4) Realizes other authorities which were not referred by the Federal law and the
present Charter of Company to the competence of general meeting of the
participants of Company.

4. The order of activity of the sole actuator of Company and acceptance by him(it) of
solutions is installed by the present Charter of Company, internal documents of
Company, and also Agreement made between Company and a face, realizing functions
of its sole actuator.

5. The convention has the right to accept a solution about the termination of authorities
of the General director and cancellation about a Nim of the labour agreement.

In case if the General director is elected from among the participants, the cancellation
about a Nim of the labour agreement does not attract its elemination from Company.

6. The overlapping by the General director of Company of posts in organs of

management of other legal persons is supposed only with the consent of the
Convention.

7. The general director has the right to assert the internal documents of Company, to
issue the orders and to instruct, mandatory for performance by all workers of Company.

The general director will organize performance of solutions of the Convention,

nominates the deputies, has the right to transmit a part of the authorities to the deputies
or other faces only because of of powers of attorney given on behalf of Companies and
which were made out in established current legislation of Russian Federation, the
established by the current legislation,

8. For want of performance of the authorities the General director is accountable to the
Convention. The general director has no right to accept solutions, mandatory for the
participants.

9. The general director for want of realization of the rights and performance of the
responsibilities should act in interests of Company, to realize the rights and to execute
the responsibilities concerning Company honesty and reasonablly.

10. The general director bears responsibility before Company for the losses caused it by
operations or an inaction, in the correspondence with the legislation of Russian
Federation, positions of the present Charter and Constituent Agreement of Company.

Article 25. Transfer of authorities of the sole actuator of Company, manager

(managing)

The company has the right to transmit by agreement authorities of the sole actuator to
the manager.

The agreement with the manager is signed on behalf of Company by a face presiding
over general meeting of the participants of Company, ratified the terms and conditions
of contract with the manager, or participant of Company authorized solution of general
meeting of the participants of Company.

Article 26. The appeal of solutions of organs of management of Company.

1.The solution of general meeting of the participants of Company accepted with
violation of requests of the present Charter, Federal law, other legal sertificates(acts) of
Russian Federation, both infringing the rights and legal interests of the participant of
Company, can be recognized by court void under the application of the participant of
Company not accepting voting or voting against a challenged solution. Such application
can be sent during two months since a day, when the participant of Company has
learned or should learn about an accepted solution. The participant of Company
participated in case if in general meeting of the participants of Company accepting a
solution the indicated application can be sent during two months from the date of
acceptance of such solution.

2. The court has the right with allowance for of all circumstances of business to keep in
a force appealed a solution, if the voting of the participant of the Company which has
submitted the application, could not affect outcomes of a voting the allowed violations
are not essential and the solution has not entailed causing the losses to the given
participant of Company.

3. The solution of the General director or manager accepted with violation of requests of
the present Charter, Federal law, other legal sertificates(acts) of Russian Federation
both infringing the rights and legal interests of the participant of Company, can be
recognized by court void under the application of this participant of Company.

Article 27. The responsibility of the General director of Company and manager
(managing)

1.The general director and manager for want of realization by them of the rights and
performance of the responsibilities should act in interests of Company honesty and
reasonablly.

2. The general director and manager bear responsibility before Company for the losses
caused to Company by their guilty operations, if other basis and size of the
responsibility are not established by the Federal laws.

3. For want of definition of the basis and size of the responsibility of the General director
of Company and manager should be accepted in attention of usual conditions of a
business turn-over and other circumstances important for business.

4. In the correspondence with positions of the present article the responsibility is born
some by faces, their responcibility before Company is solidary.

5. With the claim about compensation for damages caused to Company by the General
director of Company and the manager, have the right to address to court Company or it
the participant.

Article 28. Interest in fulfilment by Company of the bargain.

1. The bargains, in which fulfilment there is an interest of the General director of

Company or interest of the participant of Company have together with it attituded by
faces 20 and more of percents of voices from a total number of voices the participants
of Company, can not be made by Company without the consent of general meeting of
the participants of Company.

The indicated faces are recognized interested in fulfilment as Company of the bargain in
cases, if they, their spouses, parents, children, brothers, sister and (or) their attituded
persons:

Are the party of the bargain or act in interests of the third faces in relations with
Company;

Possess (everyone or populations) 20 and more than percents of the shares (share)
legal person being the party of the bargain or acting in interests of the third faces in their
attitudes with Company;

Take posts in organs of management of the legal person being the party of the bargain
or acting in interests of the third faces in their attitudes with Company.

2. The faces indicated in the paragraph of first item 1 of the present article, should bring
to the notice of general meeting of the participants of Company an information:

About the legal persons, in which they, their spouses, parents, children, brothers, the
sisters and their attituded persons possess 20 and more than percents of the shares
(share);

About the legal persons, in which they, their spouses, parents, children, brothers, the
sisters and (or) take their attituded persons posts in organs of management;

About the made them made or prospective bargains, known inem which fulfilment they
can be recognized interested.

3. The solution about fulfilment by Company of the bargain, in which fulfilment there is
an interest, is accepted by general meeting of the participants of Company by majority
of voices from a total number of voices of the participants of the Company which has
been not interested in it fulfilment.

4. The fulfilment of the bargain, in which fulfilment there is an interest, does not require
a solution of general meeting of the participants of Company stipulated by item 3 of the
present article, in cases if the bargain is made during usual economic activity between
Company and other party having a place up to a moment, from which the person
interested in fulfilment of the bargain, is recognized as those in the correspondence with
item 1 of the present article (solution it is not required before date of realization of the
following general meeting of the participants of Company).

5. The bargain, in which fulfilment there is an interest and which is accomplished with
violation of requests stipulated by the present article, can be recognized void under the
claim of Company or its participant.

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Article 29. The large bargains.

1. The large bargain is the bargain or some interconnected bargains connected to

purchase, alienation or possibility of alienation by Company directly or indirectly of
property, which cost makes more than 25 percents of cost of property of Company
accounting reporting, determined because of datas, for the last accounting period
preceding to a day of decisionmaking about fulfilment of such bargains. The large
bargains do not recognize the bargains made during usual economic activity of
Company.

2. For the purposes of the present article cost alienated by Company in an outcome of
the bargain of property is determined because of of datas of its book keeping, and cost
of property, acquired By Company, - because of prices of the offer.

3. The solution about fulfilment of the large bargain is accepted by general meeting of
the participants of Company.

4. The large bargain accomplished with violation of requests, stipulated by the present
article, can be recognized void under the claim of Company or its participant.

V. BRANCHES And REPRESENTATIONS of COMPANY.

SHARING(PARTICIPATION) of COMPANY In the CAPITAL of OTHER LEGAL

PERSONS

Article 30. Branches and representations

1. The company has the right to create branches and representations both on territory
of Russian Federation, and on territory of the foreign states on a solution of general
meeting of the participants of Company accepted by majority not less than two thirds of
voices of a total number of voices of the participants of Company.

2. Branch is the isolated subdividing of Companies located outside of a place of its

determination and realizing all functions of Company or their part, including function of
representation.

3. Representation is the isolated subdividing of Companies located outside of a place of

its determination, which represents interests of Company and realizes their guard.

4. The branches and representations are not the legal persons.

The solution about creation of branch or representation, allotment with their property of
Company and assertion(statement) of positions about their activity is accepted by
general meeting of the participants of Company.

The general director of Company nominates the chiefs of representations and branches,
which act because of of powers of attorney of Company.
5. The informations about branches and representations of Company are specified in
the present article after decisionmaking about their creation with entering of respective
alterations into the present Charter.

Article 31. Affiliated and dependent Companies

1. The company can have affiliated and dependent economic Companies with the right
of the legal persons created on territory of Russian Federation in the correspondence
with the Federal law " About Companies with Limited Liability " and other Federal laws,
and outside territory of Russian Federation also in the correspondence with the
legislation of the foreign state, on which territory the affiliated or dependent economic
Company is created, if other is not stipulated by the international agreements of
Russian Federation.

2. The affiliated Company recognizes such economic Company, in which the Company
by virtue of dominant sharing(participation) in it the authorized capital, or in the
correspondence with the agreement, made between them, or otherwise has a possibility
to determine solutions accepted by affiliated Company.

The affiliated Company does not answer under the debts of Company.

The company answers solidary with affiliated Company under the bargains made latter
in the performance of the instructions(indications) of Company.

In case of insolvency (bankruptcy) of affiliated Company on fault of Company the latter

bears for want of insufficiencies of property of affiliated Company УХВУЙДЙБТОХА the
responsibility till it to the debts.

The participants (shareholders) of affiliated Company have the right to claim

reimbursement by Company of the losses caused till it to fault to affiliated Company.

3. The dependent Company recognizes such economic Company, in which the

Company has more than 20 percents of the authorized capital.

The company is obliged immediately to publish informations about sharing(participation)

in the capital of dependent Company in an organ of printing, in which the datas on state
registration of the legal persons are published.

4. The solutions about sharing(participation) of Company in affiliated and dependent

Companies are a problem of the exclusive competence of the Convention.

VI. MONITORING BEHIND ACTIVITY of COMPANY

Article 32. The general provisions

The check of financial and economic activity of Company is carried out it the
participants in the order stipulated by positions of the present Charter, auditors, and
also financial and other State organs in the order established by the legislation of
Russian Federation.
 

Article 33. Auditor check of Company

For check both validation of the annual reports and balance sheets of Company, and
also for check of a condition of everyday matters of Company it has the right on a
solution of general meeting of the participants of Company to attract the professional
auditor who was not connected by property interests with Company, with the General
director of Company and participants of Company.

On demand of any participant of Company the auditor check can be conducted by the
professional auditor, selected by it, which should conform the requirements, established
by a part of the first present article. In case of realization of such check the payment of
services of the auditor is carried out at the expense of the participant of Company, on
demand of which it is carried out(conducted). The costs of the participant of Company
for payment of services of the auditor can be to it(him) reimbursed on a solution of
general meeting of the participants of Company at the expense of means of Company.
The engaging of the auditor is necessary for check both validation of the annual reports
and balance sheets of Company in cases stipulated by the Federal laws and other legal
sertificates(acts) Russian Federation.

Article 34. The public reporting of Company.

1. The company is not obliged to publish the reporting about the activity, behind an
elemination of cases stipulated by the present Charter and the Federal laws.

2. In case of public accommodation of the bonds and other issuing valuable papers the
Company is obliged annually to publish the annual reports and balance sheets, and also
to uncover other information about the activity stipulated by the Federal laws and
accepted in correspondence with them by the normative sertificates(acts) accepted.

VII. REORGANIZATION of COMPANY

Article 35. The order of reorganization of Company.

1. The company can be voluntary reorganized in the order stipulated by the present
Charter and the federal laws.

Other basis and order of reorganization of Company are determined by the Civil code of
Russian Federation and other Federal laws.

2. The reorganization of Company can be carried out in the form of confluence,

association, separation, selection and transformation.

3. The company is considered reorganized, behind an elemination of cases of

reorganization in the form of association, from the moment of State registration of the
legal persons created in an outcome of reorganization.

For want of reorganization of Company in the form of association to it of other Company

first from them is considered reorganized from the moment of entering into the uniform
State register of the legal persons of an entry about the termination of activity of joined
Company.

4. The state registration of Companies created in an outcome of reorganization, and

entering of entries about the termination of activity of the reorganized Companies, and
also State registration of modifications in the Charter is carried out in the order
established by the Federal laws.

5. Not later than 30 days from the date of decisionmaking about reorganization of
Company, and for want of reorganization of Company in the form of confluence or
association from the date of decisionmaking about it by the latter from Companies
participating in confluence or association, the Company is obliged in writing to notify on
it all creditors, known to it, of Company and to publish in an organ of printing, in which
the datas on state registration of the legal persons, message on an accepted solution
are published. For want of it the creditors of Company during 30 of days from the date
of a direction by it of the advices or the publications of the messages about an accepted
solution have the right in writing to require the advance termination or performance of
the appropriate obligations of Company and reimbursement by it of the losses.

State registration of Companies created in an outcome of reorganization, and entering

of entries about the termination of activity of the reorganized Companies are carried out
only for want of submission of the proofs of the advice of the creditors in the order
established by the present item.

If the separating balance does not give a possibility to define the assignee of the
reorganized Company, legal persons created in an outcome of reorganization, bear the
solidary responsibility under the obligations of the reorganized Company to it by the
creditors.

VIII. LIQUIDATION of COMPANY

Article 36. The order of liquidation of Company

1. The company can be liquidated voluntary in the order stipulated by the Civil code
Russian Federation, with allowance for of requests of the Federal laws and present
Charter of Company.

The company can be liquidated also on a solution of court on the basis stipulated Civil
code of Russian Federation.

The liquidation of Company entails it the termination without transition of the rights and
responsibilities by way of assignment to other faces.

2. The solution of general meeting of the participants of Company about voluntary

dissolution of Company and purpose of a liqudating commission is accepted under the
offer of the General director or participants of Company.

The general meeting of the participants of voluntary liquidated Company makes a

decision on liquidation of Company and purpose(assignment) as agreed with an organ
realizing STATE registration of the legal persons, liqudating commission.
3. From the moment of purpose(assignment) of a liqudating commission to it pass all
authorities on business management of Company.

The liqudating commission on behalf of liquidated Company acts in court.

4. The order of liquidation of Company is determined by the Civil code of Russian

Federation and other federal laws.

Article 37. Distribution of property of liquidated Company between it by the

participants.

1. Stayed after completion of accounts with the creditors the property of liquidated
Company is distributed by a liqudating commission between the participants of
Company in the following sequence:

Payment the participants of Company distributed, but not-paid profit first of all is carried
out;

In the second queue the distribution of property of liquidated Company between the
participants of Company proportionally to their shares in the authorized capital of
Company is carried out.

2. The requests of each queue are satisfied after a full meeting requirements of the
previous queue.

If it is not enough of property, being available at Company, for payment distributed, but
not-paid part of the profit, the property of Company is distributed between it by the
participants proportionally to their shares in the authorized capital of Company.

IX. INSOLVENCY (BANKRUPTCY) of COMPANY

Article 38. The basis of recognizing of Company by inconsistent (bankrupt)

The basis of recognizing of Company by court by the bankrupt or declaration by it about

the bankruptcy, and also the order of liquidation is in this case installed by the law of
Russian Federation on insolvency (bankruptcy).

X. ADDITIONAL POSITIONS

Article 39. The order of a storage of the documents of Company

1. The company is obliged to store the following documents:

The constituent documents of Company, and also Companies, introduced in the

constituent documents, both registered when due hereunder modifications and
additions;

The protocol (protocols) of the convention of the founders of Company containing a

solution about creation of Company and about the assertion of a money evaluation of
lodgments in the charter capital of Company, and also other solutions connected to
creation of Company;
The document confirming state registration of Company;

The documents confirming rights of Company on property were on it balance;

The internal documents of Company;

Positions about branches and representations of Company;

The documents connected to issue of the bonds and other issuing valuable papers of
Company;

The protocols of general meetings of the participants of Company;

The lists of close confidant persons of Company;

The conclusions of the auditor, state and municipal organs of financial monitoring;

The documents on personal structure of Company;

Other documents stipulated by the Federal laws and other legal sertificates(acts)
Russian Federation, present Charter, internal documents of Company, solutions of
general meeting of the participants of Company.

2. The company stores the documents stipulated by item 1 of the present article, on a
place of its actual disposition or in other place which is known and accessible to the
participants of Company.

The participant of Company or other face has the right to be acquainted with the
documents of Company, for what gives the written application with the request to be
acquainted with the documents in name of the General director of Company. The
general director of Company is obliged in the 3-rd day term to consider the application
and to grant the participant of Company or third face a possibility to be acquainted with
the documents of Company. Also under the application of the participant the Company
is obliged to grant copies of the stored documents. The payment for manufacturing of
copies of the documents should not exceed the costs of their manufacturing.

3. Company with the purposes of realization of State social, economic and tax policy in
the correspondence with the legislation of Russian Federation:

Б) Bears responsibility for safety of the documents of Company stipulated by item 1 of

the present article;

В) Ensures transfer on a state storage of the documents of Company have scientific -

historical significance, in central archives of Moscow in the correspondence with the list
of the documents, agreed with association "Mosgorarchiv".

4. For want of reorganization or termination(discontinuance) of activity of Company all

documents are transmitted in the correspondence with the established rules to the
assignee of Company.

For want of the assignee the documents of a constant storage have scientific - historical
significance, are transmitted on a storage to archives of association "Mosgorarchiv".
The documents on personal structure of Company are transmitted to archive of an
administrative district, on which territory there is an enterprise.

5. Transfer and ordering of the documents are carried out forces and at the expense of
Company in the correspondence with requests of archival organs.

Article 40. A modification of the constituent documents of Company.

The modifications and additions to the present Charter and Constituent Agreement of
Company inure only after their assertion by general meeting of the participants of
Company and registration in established by the legislation of Russian Federation the
order in organs realizing STATE registration of the legal persons.

Article 41. The right which is being a subject to application.

In the attitudes which have been not settled by positions of the present Charter and the
Constituent Agreement of Company, Company, participants and the organs of
Company are guided by the current legislation of Russian Federation, international
agreements of Russian Federation and other international agreements ratified by
Russian Federation.