PAYMENTS

3.1. The estimated value of services to be rendered hereunder shall be USD plus any taxes envisaged by the effective Russian laws.

3.2. The Customer also reimburses the Contractor for his out-of-pocket expenses, effectively incurred while in process of rendering services hereunder, up to ___ USD.

Comments: for the purposes of this Contract, out-of-pocket expenses include transportation. Contractor's telecommunication and mailing expenses, secretarial and translation support.

3.3. In case the total value of services hereunder exceeds the amount stated in
point 3.2. the total value of services is subject to adjustment upon agreements with Customer.

3.4. Settlements between the Parties will be made on the basis of invoices billed to the Customer that will separately state taxes envisaged by the Russian legislation. Payments shall be made in USD or Russian roubles at the official exchange rate of the Central Bank of Russian Federation as of the date of payment within ___ days after their receipt by the Customer.

3.5. The Contractor commences his work under this Contract after the Customer has made an advance payment of 50 % of the amount stated in point 3.1. or __USD to the Contractor's account.

3.6. The Customer shall pay the remaining balance within __ working days after the invoice has been delivered to him, such invoices will be rendered on:

• October 31, 2005 and

•at the date the Contractor delivers Contractor's report.

Prior to presentation of the results of Contractor's work to the Customer and performance of settlement the Parties sign the Act of Acceptance of Contractor's services. The Customer will issue a written notice to the Contractor within __ days after the invoice has been delivered to Customer, which notice shall state any issues of dispute due to which invoices will not be paid in time.

RESPONSIBILITIES OF THE PARTIES

4.1. For non-performanceor improper performance of the duties on this Contract the Parties responsibility shall be subject to the Russian legislation.

4.2. In case the Customer without appropriate reason fails to provide the information necessary for the Contractor's performance, the Contractor has a right to terminate or suspend the execution of its mission, taking the payments for an actually done part of the mission.

4.3. If the damage is caused to the Customer as a result of the Contractor's fault, the Contractor's responsibility is limited to the amount of direct damage.

Comments: The fault of the Party is its malicious intent or carelessness properly proven.