Contract No. 365/01-84

Moscow Date:

Messrs "NAFTA (B) N.V., Belgium, Antwerpen, hereinafter referred to as the SELLER, on the one part, and

CJSC "Belneftegas", Republic of Belarus, Minsk, hereinafter referred to as the BUYER, on the other part, have concluded this Contract as follows:

1. Subject of the contract

The SELLER sells and the BUYER buys up to 50 (Fifty) thousand metric tons of Russian export blend crude oil for delivery in Republic of Belarus in October- November for CJSC "Belneftegas" via pipeline "Druzhba".

The present Contract is considered as completed after shipment of the above volume of crude oil in October-November at terminal of the Novopolotsk refinery (PO "Naftan")

2. Delivery and acceptance

The crude oil will be delivered in Republic of Belarus via pipeline "Druzhba" and will be received by the BUYER FCA terminal of the Novopolotsk refinery (PO "Naftan", INCOTERMS 1990) Republic of Belarus, Novopolotsk.

The right of ownership of the goods as well as risk of accidental loss or damage of the goods will be passed on from the SELLER to the BUYER of the moment of the receipt of the goods from the means of transportation of the SELLER ( Company "TransNeft") to the means of transportation of the BUYER ( refinery of Republic of Belarus ).

The BUYER will subject to the SELLER a written confirmation of the PO "Naftan" testifying its readiness to receive crude oil in volume in conformity with deliveries per each month as agreed by the Parties.

The date of shipment is understood to be the date of the last Delivery-Acceptance Act confirming the transfer of the goods on the means of transportation of the BUYER. The net weight stipulated in the receipt of transferring- receiving is final and binding for both Parties.

3. Quality

The Russian export blend crude oil which shall be sold under present Contract in conformity with the quality standard TU 39-1623-93.

The quality and quantity of the delivered oil will be defined in conformity with methods accepted in the SELLER'S country according to standard grades of product (GOST), and confirmed by certificate of quality and quantity issued by the inspection agency at the terminal of the refinery.

4. Price and payments

Payments for the crude oil delivered under this Contract will be made by the BUYER in US Dollars by issue of the Bank Guarantee of Moscow Narodny Bank, London, Great Britain or by any other prime world bank as mutually agreed between the Parties (Enclosure No. 1).

Payments relating to the present Contract will be made within 45 days after shipment of crude oil according to Article 2 of this Contract at the price stipulated in Enclosure 2, which is an integral part of Contract.

Payments may be effected in advance or in part.

In case of delay of payment the SELLER is entitled to subject to the BUYER'S bank a set of documents listed below which will be sufficient to cover the guarantee in favour of the BUYER:

1. invoice ( copy ) of the non-paid volume of crude oil;

2. telegram/telex of JSC "TransNeft" ( copy ) confirming the accomplishment of the delivery of the crude oil during 10 days cycle;

3. Delivery-Acceptance Act ( copy ) issued at the terminal of the refinery for receipt by CJSC "Belneftegas" ( xero-copy will also be recognized ).

In case of delay of payment the BUYER is entitled to pay a 0.02% forfeit for every day of delay.

The SELLER's obligations under this Contract will be recognized as completed only after actual shipment in October-November …… of the volume of the crude oil stipulated in the present Contract. If there is no delivery within the stipulated time the BUYER'S obligations will be extended for a period agreed upon by the Parties.