PURCHASE CONTRACT

Contract No.

Moscow 200__

V/O "Rossimport", Moscow, hereinafter referred to as the "Seller" on the one part, and Messrs.______, hereinafter referred to as the "Buyer" on the other part, have concluded the present contract whereby it is agreed as follows:

1. SUBJECT OF THE CONTRACT

The Seller has sold and the Buyer has bought c.i.f. (f.o.b.) ___________ the goods specified in the enclosed appendix, showing specifications, quantities, prices and delivery times of the goods and constituting an integral part of the present contract.

2. PRICES

The prices are fixed in _______and are understood c.i.f. (f.o.b.) _______ export packing and marking included.

All expenses incurred on the territory of________ in connection with the present contract (duties, taxes, customs, etc.) are to be paid by the Buyer.

3. QUALITY

The quality of the goods sold under the present contract shall be in full conformity either with the State standards existing in Russia or with the technical conditions ruling at the manufacturing works.

4. TIME OF DELIVERY

The goods sold under this contract shall be delivered within _______ months after the signing of the contract.

The date of the Bill of Lading (or: Railway Bill) shall be considered as the date of delivery.

5. DELIVERY AND ACCEPTANCE OF GOODS

The goods are considered to be delivered by the Seller and accepted by the Buyer:

a) in respect of quantity ─ according to the number of cases and the weight as shown on the Bill of Lading (or on the Railway Bill);

b) in respect of quality ─ according to the Manufacturer's certificate issued by the manufacturing works or by the Seller.

6. TERMS OF PAYMENT

Payment for the goods to be delivered under the present contract is to be effected in_________ in accordance with the Trade Agreement between the Governments of Russia and ________ dated the __________ by an irrevocable confirmed Letter of Credit to be opened by the Buyer with the Bank for Foreign Trade of Russia Moscow, in favour of the Seller within 10 days of receipt of the Seller's notification of the readiness of the goods for shipment. The Letter of Credit to be valid _________ days.

The payment of the credit is to be made against the following documents:

Invoice;

Bill of Lading (or Railway Bill).

All expenses connected with the opening of the Letter of Credit are to be borne by the Buyer.

Part shipments and transhipment are permitted.

Insurance to be made to the amount of 110 per cent of the value of the goods.

7. PACKING AND MARKING

The goods shall be secured and properly packed to withstand both overseas and overland transport as well as transhipment.

Each package shall be provided with marking showing the place of destination, name of Consignee, description of goods, contract number, case number, gross and net weight.

8. GUARANTEE

Any part or parts which may prove defective through faulty material or workmanship will be repaired or replaced by the Seller c.i.f. or f.o.b. ______ free of charge within the period of ________ calendar months of the date of shipment provided the defective part or parts have been returned to the Seller's works for examination, carriage paid.

This guarantee will be invalidated by the Buyer making, causing or allowing any alterations or repair to the goods without the Seller's consent and also if the damage is due to negligence or improper handling on the part of the Buyer or to

any other causes outside the Seller's control including damage in transit from Russia to the place of destination.

Rapidly wearing parts as well as parts which have suffered from natural wear are excluded from the guarantee.

9. CLAIMS

Claims which may arise with regard to the quality of the goods owing to their non-conformity with the standards and technical conditions provided for under clause 3 of this contract as well as claims concerning the quantity of the goods will be considered by the Seller only if submitted within 45 days from the date of arrival of the goods at the place of destination shown in the Bill of Lading and in any case not later than within 90 days of the date of delivery of the goods c.i.f. or f.o.b.__________.

Claims which arise through faulty material or workmanship as stipulated in clause 8 will be considered by the Seller only if submitted within the guarantee period.

The claims should be corroborated by the Buyers' reports drawn up with the assistance of competent organisations.

No claims put forward in respect of any consignment of the goods can be used by the Buyer as a reason for his refusal to accept the goods and to pay for them. This applies to both the consignment in respect of which a claim has been raised and to all further consignments to be delivered under the present contract.

The date of the postmark on the Buyer's letter containing the claim and addressed to the Seller to be considered as the date of the claim.

10. CONTINGENCIES

Should any circumstances arise which prevent the complete or partial fulfilment by any of the parties of their respective obligations under this contract, namely: fire, acts of the elements, war, military operations of any character, blockade, prohibitions of exports or imports or any other circumstances beyond the control of the parties, the time stipulated for the fulfilment of the obligations shall be extended for a period equal to that during which such circumstances will last.

If the above circumstances last for more than six months, each party shall have the right to refuse any further fulfilment of the obligations under the contract

and in such case neither of the parties shall have the right to make a demand upon the other party for compensation for any possible losses.

The Party for whom it becomes impossible to meet their obligations under the contract, shall immediately advise the other party as regards the beginning and the cessation of the circumstances preventing the fulfilment of their obligations.

Certificates issued by the respective Chambers of Commerce of the Seller's or Buyer's country shall be sufficient proof of such circumstances and their duration.

11. ARBITRATION

All disputes and differences which may arise out of the present contract and/or in connection with it are to be referred for settlement to the Foreign Trade Arbitration Commission at the Russian Chamber of Commerce in Moscow in accordance with the Rules for Procedure of the said Commission, the awards of which are final and binding upon both parties. Application to State Courts is excluded.

12. OTHER CONDITIONS

(1) Neither Party is entitled to transfer their rights and obligations under the present contract to third persons without a written consent thereto of the other party.

(2) Any alterations and additions to the present contract will be valid only if made in writing and duly signed by both parties.

(3) After the signing of the present contract all preceding negotiations and correspondence pertaining to it become null and void.

LEGAL ADDRESSES OF THE PARTIES

Seller: Buyer:

___________________ ________________

SELLER BUYER

___________________ ________________

(Signatures) (Signatures)

Advertising agreement № 5/04

City of Moscow 15 July, 2004

A. B. C. Ltd. hereinafter referred to as the Advertiser represented by _____________and operating on the basis of the Company By-Laws, on the one hand, and "Alpha Water Ski Club" LLC, hereinafter referred to as the Contractorrepresented by Director General Vladimir Ivanov, and operating on the basis of the Company By-Laws, on the other hand, have agreed as follows:

1. SUBJECT OF THE AGREEMENT

1.1. Advertiser shall hereby contract, and Contractor shall hereby agree to be contracted for the provision of advertising and promotion services during the Water Ski Moscow Open (hereinafter referred to as "the Event"), to be held on August 2 and 3, 2004, in accordance with terms and conditions of the present Agreement and Appendix № 1 which is an integral part of the said Agreement.

2. OBLIGATIONS OF THE PARTIES

2.1. Contractor shall assume the following obligations:

2.1.1. To render services specified in the present Agreement and Appendix thereto, in due time and in compliance with accepted quality standards.

2.1.2. To have representatives of the Advertiser involved in the preparation and provision of said services, if so required.

2.1.3. To have all designs containing Winston's logo, owned by the Advertiser, agreed upon, if necessary, and to promptly advise Advertiser on all dimensions, including ramp and rescue boats required for the production of ad media.

2.1.4. To ensure that Advertiser's logo placed on Event products, like poster, leaflet, backstage banner, booklet cover, etc., shall not be smaller that logos of other official sponsors, and shall have square equal to at least 33% of square occupied by the Event title.

2.1.5. To ensure loading/unloading, safe storage and security, instalment and dismantling of all ad media and other materials provided by Advertiser under the present Agreement, and to provide Advertiser with the sufficient number of passes for cars and trucks, but not more than 15 passes.

2.1.6. To provide Advertiser with two 220 V receptacles close to expected location of Winston stand, and 50-meter long extension cord.

2.2. Advertiser shall assume the following obligations:

2.2.1. To deliver ad media and materials required for the provision of services specified in p. 2.1., including colour logos in digital format with specified pantones not later than 3 days since the date of signing, and to promptly review and approve designs provided by Contractor.

2.2.2. To pay for Contractor's services in accordance with provisions of Article 3 of the present Agreement.

2.2.3. To have representatives of the Advertiser contribute to the preparation and provision of said services, if necessary.

2.2.4. To ship all ad media and materials specified in the present Agreement, to the Event site, not later than 36 hours prior to the commencement of the Event, unless otherwise agreed by the Parties.

2.3. Parties under the present Agreement shall agree to take all reasonable efforts to coordinate their efforts while performing obligations under the present Agreement.

2.4. Upon the completion of the Event, the Contractor shall submit perfor-mance report in writing to the Advertiser, but not later than on September 4, 2004.

3. FINANCIAL TERMS

3.1. Under the conditions stipulated in the Agreement, Advertiser shall take the obligation to pay Contractor compensation for its services in the amount of $ 30,000 (thirty thousand US Dollars without VAT), with 50% of the amount to be wired to the bank account designated by Contractor not later than 10 banking days prior to the Event, and the remaining 50% to be wired by Advertiser within 15 banking days after the last day of the Event.

3.2. Invoices drawn by Contractor and containing beneficiary bank account and other relevant data shall be the basis for payments made in favour of Contractor under the present Agreement.

4. TERM OF THE AGREEMENT

4.1. The present Agreement shall come into effect on the date of signing by both Parties and shall remain valid till September 31, 2004 inclusively, or till the final completion of obligations assumed by the Parties under the present Agreement.

5. ARBITRATION

5.1. Parties shall take all efforts to settle disputes and conflicts which may arise from the execution of the present Agreement through negotiations. Should the Parties fail to reach such agreement then the case shall be passed to the jurisdiction of the Arbitration Court of Moscow.

6. LIABILITIES OF THE PARTIES

6.1. Failure of either Party to perform its obligations under the present Agreement wholly or partially shall constitute liability of the defaulting Party in accordance with the legislation of the Russian Federation.

7. OTHER CONDITIONS

7.1. All changes and amendments to the present Agreement shall be deemed void unless made in writing and signed by authorized representatives of the Parties.

7.2. Should the present Agreement be unilaterally terminated by either Party then the defaulting Party shall be held liable for the compensation of damage incurred by other Party, including immediate and unconditional return of any payments made in favour of terminating Party.

7.3. Should the force-majeure circumstances that prevent the Parties from performing their obligations under the present Agreement, arise then the term for execution of such obligation be prolonged for the period equal to the time force-majeure circumstances remain in force. Force-majeure circumstances resulting in the cancellation of the Event including but not limited to wars, civil disturbances, strikes, acts of God, weather conditions preventing conduct of the Event in designated dates, action or inaction of the government, shall release the Parties from their obligations under the present Agreement upon completion of any and all financial settlements between the Parties, including immediate and unconditional return of any payments made in favour of Contractor as of the date of termination.

7.4. The present Agreement is made in two copies, each having equal legal force; Contractor and Advertiser shall receive one copy of the Agreement each.

8. LEGAL ADDRESSES OF THE PARTIES

CONTRACTOR ADVERTISER

___________________ ________________