§ 4. Value of the Contract.

4.1. The prices for the Products shall be negotiated ones and are to be indicated in Specification. The prices may be changed by agreement of the Parties.

4 .2. The value of Contract is ( ) US dollars ±5%

4.3. The final settlement for the delivered Products shall be made as per actually shipped quantity on the basis" of me invoices to be drawn up by the Seller.

§ 5. Terms of payment.

5.1. The payments for the Goods delivered against this Contract shall be effected in US dollars out of the divisible irrevocable documentary Letter of Credit (for the quantity of 5 000 tons) opened with the Buyer's Bank and available with the Seller's Bank (Prominvestbank of Ukraine, Central-District Branch ol Prominvestbank, Krivoi Rog, Karl Marx Avenue 5, 50000 Ukraine telex 106168 MCPIB) by sight payment upon presentation of the following documents:

1. FCR.

2. Commercial invoice.

3. Certificate of origin issued by Ukrainian Chamber of Commerce and Industry (original).

5.2. All documents must be issued in English out Ukrainian/Russian preprinted form and/or seals and or stamps acceptable.

5.3. The Letter of Credit shall be opened in the Sellers' favour as per Buyers' order by the Bank agreed upon with the Sellers, otherwise the Buyers shall, for their own expense provide the confirmation of the Letter of credit by a First-class European Bank which is a correspondent of the Sellers' Bank.

5.4. Prior to the L/C issuance the Buyer is obliged to submit a draft L/C for discussion with the Seller. Otherwise the Buyer is obliged, at the Seller's first request to make all the necessary amendments in the provisions of the opened L/C for his account.

5.4.1. The Buyer shall open the L/C before _______2002 for the total amount of the value of Products. The validity of the L/C shall be 60 (sixty) days from the dale of its opening The date of FCR issuance shall be before _______ 2002. The documents are to be submitted to the Bank by the Seller within 14 days from the date of FCR.

5.4.2. Prior to the moment of the L/C issuance the Buyer is 10 submit by fax a copy of the irrevocable Seller's order to the Forwarder, named in the Specification, to issue FCR to the Seller. The above order shall be certified with the Forwarder's stamp and shall have the note "The original received for execution". This FCR shall be made out as per Seller's instruction within 24 hours after the arrival of the last waggon of the consignment specified in the Specification and shall be transmitted by fax. The original FCR shall be submitted to the Seller upon his first written demand.

5.4.3. In case FCR is not made out in compliance with the Seller's instructions or in case of delay in FCR issuance the Buyer shall extend the latest shipment date and the L/C validity within 48 hours at its own expense.

5.4.4. In case the FCR is not issued in full conformity with the Seller's instructions within 5 (five) days after the arrival of the agreed lot of the Products to the port, the Seller shall have the right to demand substitution of the Forwarder and the Buyer shall undertake to extend the L/C validity and pay to the Seller a penalty of 0,3% of the amount stated in the Specification per each day of the delay in the FCR issuance.

5.5. The Buyers shall bear responsibility for the untimely and inaccurate execution of the instructions from the advising bank and pay to the Sellers penalty at the rate of 0,3% of the actual L/C amount for each following day of the delay after the a value date of the incomplete foreign currency proceeds.

5.6. The Buyer is obliged to indicate the number of the present Contract in the L/C, otherwise the Letter of Credit shall be regarded as non-conforming to the terms and conditions of the Contract.

5.7. All bank charges outside Ukraine shall be borne by the Buyer. The Letter of Credit is subject to the Uniform Rules and Customs for Documentary Credits. LICP 500 Publication of ICCI, Paris 1993

5.8. The partial shipment is allowed.

5.9. The place of the L/C expiry (field 31 D) shall be Ukraine.

5.10. The instructions to the paying bank shall be filled in the following manner (field 78):

Upon granting the documents confirming the Letter of Credit at your counters you shall have the right to require the reimbursement from our correspondent bank within 3 working days after your official notification by SWIFT message to our address with indication of the amount claimed, value date, our reference and the confirmation of the fact that all the confirmation documents have been sent to us by a courier mail.

5.11. In the event of breaking off the contractual relations, by the Buyer's order and at his expense the Seller shall refund the balanse of funds under the bank requisites, staled in §13 «Legal addresses of the Parties" of the present Contract