3. Terms and conditions of delivery

3.1. The Product(s) specified in Appendix No. 1 to this Contract shall be delivered within 4 weeks from the date of receipt by the Seller of all of the items referred to in Clause 3.5 of this Contract.

3.2. To order Product(s), the Buyer will first deliver to the Seller completed and signed ordering instructions for the purchase of Product(s) (an '"Order").

3.3. Upon receipt of an Order, the Seller will, provided the Seller accepts the Order (in its sole discretion), prepare and send to the Buyer a standard commercial invoice along with the standard non-exclusive software license agreement for the Product(s) ("License Agreement") to be signed by the Buyer. The Buyer will promptly sign and return the License Agreement and pay the Seller the amount owing in accordance with Clause 2.3 for the Order upon receipt of such invoice.

3.4. License of GEMS Software and Update service (items 1, 2, 3, 4 and 6, Appendix No.l) are delivered to the Buyer via Internet.

Protection physical key (item 2, Appendix No.l) is delivered to the Buyer via DHL courier service on DDU Krivoy Rog, Ukraine (Incoterms 2000).

3.5. Provided Clause 3.3 has been complied with by the Buyer, the Seller will ship the number of copies of the Product(s) specified in the Order to the Buyer or such address as the Buyer may direct in the Order only after: (a) Seller has received payment in full for such ordered Product(s); and (b) Seller has received the applicable License Agreement signed by the Buyer.

Seller will be under no obligation to ship any ordered Product(s) until the criteria referred to in Clauses 3.2 and 3.3 and this Clause 33 have been satisfied, in the Seller's sole discretion. Seller accepts no responsibility for late delivery of Product(s) and, in particular, accept no responsibility for sale lost or jeopardized as a result of late delivery. Unpaid invoiced amounts shall incur interest of 2% per month above the prime lending rate established by the Bank of Canada from time to time if more than 30 days overdue.

3.6. For the purposes of Clause 3.1, delivery of Product(s) will be considered to have occurred on the date of the Krivoy Rog customs officer stamp on the shipping documents relating to such shipped Product(s).

4. Terms of payment

4.1. Payment under this Contract shall be effected by the Buyer in USD in the amount specified in Clause 2.3.

4.2. Payment for Product(s) ordered in accordance with Clause 3.2 will be made by bank transfer within 30 banking days from the date of the Buyer signing and returning to the Seller the invoice referred to in Clause 3.3.

4.3. All expenses incurred by the Buyer, including without limitation, banking and foreign exchange expenses are the sole responsibility of the Buyer. All taxes, including without limitation any withholding tax, are the responsibility of the Buyer.

4.4 Before signing this Contract the Seller should submit to the Buyer the 2005 Apostile issued by the authorized body of the South African Republic certifying that the Seller is a tax payer in accordance with the SAR law.