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Continental Equipment Plc, Brighton, England, hereinafter referred to as "the Seller", on the one part, and TST Systems Ltd., Kiev, Ukraine, hereinafter referred to as "the Buyer", on the other part, have concluded the present Contract as follows:

1.Subject of the Contract

1.1. The Seller has sold and the Buyer has bought the machinery, equipment, materials, and ser­vices ("Equipment") as listed in Appendix 1 being an integral part of this Contract.

2. Prices and Total Value of the Contract

2.1. The prices are understood to be CIF Odessa including cost of packing, marking, loading on board a ship, stowing and fasten­ing the equipment in the hold, and the cost of the materials used for this purpose.

2.2.. The prices are firm for the duration of the Contract and shall not be subject to any revision ex­cept on account of any mutually agreed changes or modifications to equipment specification and/or quantities listed in Appendix 1 to this Contract.

3. Time of Delivery

3.1. The equipment specified in Appendix 1 of the present Contract is to be delivered within two (2) months from the date of opening the Letter of Credit specified in Clause 4.1 of this Contract.

3.2. The delivery date is under­stood to be the date of the clean Bill of Lading issued in the name of the Buyer, destination Odessa, Ukraine.

4. Terms of Payment

4.1. Within thirty (30) days from the date of signing this Contract, the Buyer is to open in favour of the Seller an irrevoca­ble confirmed Letter of Credit with CityBank, London, for hun­dred per cent (100%) of the total contract value. The Letter of Credit is to be valid for three (3) months.

4.2. Payment from this Letter of Credit at the rate of hundred per cent (100%) of the total con­tract value is to be effected in GB pounds against the following shipping documents:

4.2.1: Original Bill of Lading issued in the name of the Buyer, destination Odessa, Ukraine.

4.2.2. Shipping Specification.

4.2.3. Certificate of Quality.

4 2.4. Certificate of Origin:

4.2.5. Packing List.

4.2.6. Insurance Policy.

5. Technical Documentation

5.1. Within five (5) days from the delivery date the Seller shall send two (2) sets of the technical documents as listed in Appendix 2 to the address of the Buyer.

5.2. All instructions on the drawings are to be in English, with all the instructions contain­ed in Items 1,2,3, and 4 of Appendix 2 translated into Russian.

6. Guarantee of the Quality of the Equipment.

6.1. The guarantee period is twelve (12) months from the date of the start-up of the equipment, that is reflected in an appropriate Act signed by the representatives of the Parties to the present Contract, but not more than eigh­teen (18) months from the date of delivery of the equipment.

6.2. If the equipment proves to be defective or faulty during the guarantee period, the Seller has at its expense at the choice of both Parties either to remedy the defects or to replace the faulty equipment with new equipment of good quality which is to be delivered without delay to the port of delivery.

7. Packing and marking

7.1 The equipment is to be shipped in export sea packing suitable for the type of equipment delivered. Packing should also be suitable for transshipment in tran­sit and reasonable long storage of the equipment.

7.2 The Seller is responsible to the Buyer for any damage to the equipment resulting from inade quate packing of the equipment.

7.3 If a case requires special handling it should bear additional marks: "Fragile", "Top" or "This side up", etc.

9. Shipping Instructions and Notifications

9.1. Within twenty-four (24) hours after shipment, the Seller is to inform the Buyer by fax regarding the date of shipment, the Bill of Lading number, num­ber of containers, their weight, the vessel name.

10. Insurance

10.1. The Seller is to take care of and cover expenses for insur­ance of the equipment under the Contract from the moment of its dispatch up to the moment of its arrival at the port of Odessa.

11. Sanctions

11.1. In the event of delay in delivery of the equipment the Seller is to pay the Buyer a penalty at the rate of 1.0% of the total contract value for every week of delay. However, the total amount of penalty for delay in delivery is not to exceed 10% of the total contract value.

11.2. While calculating penalty for delay, the amount of days comprising over half of a calen­dar week is considered to be a full week

12. Force Majeure

12.1. The Parties are released from their responsibility for par­tial or complete non-execution of their liabilities under the Contract should this non-execution be caused by the force majeure circumstances including, but not limited to: fire, flood, earthquake, and if these circumstances have had a direct damaging effect on the execution of the present Contract.

12.2. The Party which is unable to fulfil its obligations under this Contract is to inform the other Party within ten (10) days from the beginning of force majeure circumstances.

13. Arbitration

13.1. The Seller and the Buyer will take all possible measures to settle amicably any disputes or differences which may arise out of the present Contract or in connection with it.

13.2. If the Parties do not come to an agreement, all the disputes and differences are to be submit­ted for Arbitration in Stockholm, Sweden, in accordance with the rules and regulations of the Chamber of Commerce in Stockholm and applying the sub­stantive laws of Sweden.

14. Other Terms

14.1. The Seller upon written consent of the Buyer shall be per­mitted to substitute equipment of comparable quality and conforming to the technical requirements for any item of equipment that may not be available for one reason or another.

14.2. Any changes, amendments or supplements to the terms and conditions of this Contract shall be valid only if set forth in a written document duly signed by authorized representatives of both Parties to the present Contract.

14.3. After the Contract has been signed all the preliminary agreements, discussions and correspondence between the Parties concerning this Contract are to be considered null and void if conflicting with this Contract.

14.4. The contact becomes effective and comes into full force from the date of signing.

15. Legal Addresses of the Parties

SELLER: BUYER: