MEMORANDUM OF INTENTION

Volgograd October 14, 2008

1. ALAJEELY Company______ , hereinafter referred to as the “FIRST

PARTY” on the one part and its address (91 Ahmed Oraby St. ,AlGiza , Egypt
2. Petroil hereinafter referred to as the “SECOND PARTY”, having its address Bld.
B 7, Krasnoznamenskaya St. 400131, Volgograd , Russia and represented here by its Director
General Mr. Igor Krivov on the other part, hereinafter together referred to as the “PARTIES”.
Whereas the First Party is an approved company, registered and operating in Egypt , its
address (91 Ahmed Oraby St., AlGiza, Egypt, and represented here by its Director) providing
various services to its clients;
Whereas the First Party is willing to cooperate with an international Service partner to
make contracts in the Middle East;
Whereas the Second Party is an Oil and Gas Service and Manufacture firm operating in
Russia and international and providing various services and consultancy services to its clients
and is willing to cooperate with ALAJEELY Co. ___to serve the Middle East market,
Now therefore the Parties hereto hereby agree and this agreement witnesses as under:

ARTICLE 1: SUBJECT OF THE AGREEMENT:

1.1. Whereas the Parties are willing to cooperate and together take part in projects, the
Parties intend to establish a Joint Venture on the territory of Arab Republic of Egypt.
1.2. The country of registration of the Joint Venture Egypt.
1.3. The Parties intend to contribute the following shares to the charter capital of the
Joint Venture _______ :

ALAJEELY Company Petroil Company

50% 50%

1.4. The profit distribution of the Joint Venture after all expenses are paid will be
according to the following scheme:

ARTICLE 2: THE AREA OF ACTIVITY OF THE JOINT VENTURE:

2.1. The Parties are willing to have the following main areas of activity of the Joint
Venture:
a) Projects realization of medical equipment delivery;
b) Projects realization of oil-and gas equipment delivery;
c) Construction and building of commercial and residential objects;
d) Participation in investment projects;
e) Establishing an investment company on the territory of the Russian Federation.
2.2. The following countries are considered by the Parties as the main markets of the
Joint Venture activity:
a) Egypt;
b) The Russian Federation;
c) Sudan;
d) Libya;
e) Algeria;
f) Iraq.

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 ARTICLE 3: OBLIGATION OF THE PARTIES:

3.1. Obligation of the First Party:

a) The first Party will be responsible for marketing and business development of the
Joint Venture in the markets, mentioned in Item 2.2. of this Agreement in accordance with the
main areas of activity, mentioned in Item 2.1. The First Party will identify, visit, present and
develop relationships with key clients on behalf of the Joint Venture;
b) The First Party will provide monthly reports to the Second Party regarding its
marketing and business development activities;
c) The First Party will prepare the contracting documents and bidding formalities for
the Joint Venture after consultation with the Second party;
d) The First Party will finance together with the Second Party the projects, the Joint
Venture will participate in.
3.2. Obligation of the Second Party:
a) The Second Party is responsible to provide support in the form of consultants’
joint visits with the First Party to new clients if required by the First party.
b) If agreement is signed for a new business opportunity, The Second Party is
obliged to conduct and execute the business opportunity as agreed with the client and perform
the scope of work as per agreement.
c) The Second Party will finance together with the First Party the projects, the Joint
Venture will participate in.

ARTICLE 4: DESPUTES RESOLUTION:

Any disputes or difference which may arise out of the present Agreement or in
connection with the same will be settled in an amicable way. Should the parties fail to come to
agreement, the Arbitration will take place in accordance with the laws of Egypt.

ARTICLE 5: FORCE MAJEURE:

It shall mean any circumstances or event beyond the control of a Party, which shall
include, without limitation, any act of God, strike, or lock out, sabotage, war, terrorism, civil
disturbance, terrestrial or extra terrestrial interference, blockade insurrection, flood, action, fire,
order, judgment, direction (including but not limited to restraint order) of the Government,
Court, tribunal, regulatory authority or any other judicial and/or quasi-judicial body, or any cause
of similar nature beyond the reasonable control of either party hereto.

ARTICLE 6: CONFIDENTIALITY:

The Parties to this Agreement shall procure that all persons forming part of or associated
with each of the Parties shall observe all confidentiality obligations contained herein or
otherwise and shall also keep confidential and secret the terms of this Agreement and any other
deed or document executed by and between the parties including but not limited to the
correspondences exchanged by and between the parties unless otherwise required to disclose the
Confidential information due to any requirement under law.

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 ARTICLE 7: TERMS AND TERMINATION:

1. This agreement shall be valid for a period of 365 days and may be renewed if
mutually agreed upon in writing at least 30 days prior to the expiry of the original term or
signing a joint Venture Agreement whichever is earlier.
In WITNESS WHEREOF, the Parties hereto have set their hands to this Agreement on
the day and year first above written.

For the first Party For the Second Party

Director General Director General

Mohammed Alajeely Igor Krivov

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