Exhibit 10.18
Contract on Reimbursement of Costs
The present Contract is made this 20h day of March, 2003 between:
(1) the company "Sakhalin General Trading and Investment Limited", the legal
entity incorporated under the laws of Cyprus, having its registered
address at Doma Building, 227 Archbishop Makarios street III, Limassol,
Cyprus ("SGTI"), represented by its General Director Xxxxxx X. Xxxxxxxx
acting on the basis of the Statute of SGTI, and
(2) the JSC "Sakhalin City Centre, Limited" ("SCC"), the legal entity
incorporated pursuant to the laws of the Russian Federation, having its
place of business: Sakhalin region, the city of Xxxxxx-Xxxxxxxxxx,
Xxxxxxxxxxxxxxxxx xxxxxxxx, 00, office 452, represented by the Acting
general director Mozolevsky Xxxxxx Xxxxxxxxx on the basis of the
Statute of the company and the Order No.19-H dated 02.12.2002, on the
one part,
(3) the company Sino Smart Investment Limited, the legal entity incorporated
under the laws of Hong Kong, having its registered address at Xxxx 0000,
Xxxxxxx Xxxxx, 000 Xxx Xxxxx Xxxx, Xxxx, Xxxx Xxxx ("SSI"), represented
by Popova O.V., acting on the basis of the Power-of-attorney dated "12"
February 2003.
The parties have taken into consideration the fact that:
- SCC has entered into a number of contracts and agreements with the
Administration of the city of Yuzhno-Sakhalinsk ("Administration of the City")
as well as with another parties, according to which contracts and agreements SCC
has taken possession on the terms of lease over a plot of land (the "Land") in
the center of the city of Yuzhno-Sakhalinsk for the purposes of its commercial
exploitation pursuant to the terms and conditions of the said contracts and
agreements;
- SCC as the Lessor and the JSC "Ostrov Sakhalin", the city of
YuzhEnol Sakhalinsk, Sakhalin region ("OS"), as the Sub-lessee, on the 20th of
March, 2003 have entered into the Contract of Sub-lease in respect of a part of
the Land - the Plot (as these terms are defined and described in the Contract of
Sub-lease);
- In the course of preparation of the Land for its commercial exploitation SCC
has born certain costs, which costs in their half were born for the purposes of
preparation of the Plot for commercial exploitation;
- The said costs were born by SCC with the financial support of SGTI;
- SSI has the interest in the development of the Plot and in the fact that the
costs born by SGTI in connection with the preparation of the Plot for commercial
exploitation (the "Costs of SGTI born in respect of the Plot") are reimbursed,
and have agreed on the following:
1. SSI agrees to pay to SGTI, and SGTI agrees to take from SSI the
reimbursement of the Costs of the SGTI in respect of the Plot in the
amount of 1.300.000-00 (one million three hundred thousands) US dollars.
This obligation shall be legally bounding from the date of the state
registration of the Contract of Sub-lease, the receipt by OS of the
Certificate on the state registration of sub-lease and the receipt by SCC
of the new Certificate on the registration of the lessee's right in
respect of the Land without the Plot or putting down the respective marks
on the available Certificate on the registration of the lessee's right
in respect of the Land, taking into account the transfer of the part of
the Plot on the terms of sublease to OS (hereinafter referred to as the
"State Registration").
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2. The said sum shall be payable by three installments within the following
periods of time:
- 450.000-00 (Four hundred Fifty thousands) US dollars - within 5 (Five)
banking days from the date of the State Registration;
- 425.000-00 (Four hundred Twenty Five thousands) US dollars - within 1
(one) month from the date of the first installment (with possible
divergence of 5 banking days);
- 425.000-00 (Four hundred Twenty Five thousands) US dollars - within 1
(one) month from the date of the second installment (with possible
divergence of 5 banking days);
For delay in payment of the said sums SSI shall pay to SGTI the fine at the
rate 0,05 % of the sum not paid timely for each day of delay.
3. SSI shall make the payment at the following requisites:
or according to the additional written instructions of SGTI.
4. Upon the written request of SSI, SCC shall be obligated to put at the
disposal of SSI the necessary documentation confirming the costs born in
connection with the preparation of the Plot for its commercial
exploitation and forming the amount of reimbursement.
5. The present contract shall loose force in case the State Registration is
not effected before or at the date of 1st of September, 2003.
6. The present contract shall be governed by the law of Cyprus. The disputes
arising from the Contract shall be settled by the competent courts of the
Republic of Cyprus.
For and on behalf of SGTI For and on behalf if SSI
/s/ Xxxxxx X. Xxxxxxxx /s/ Popova O.M.
---------------------- -------------------
Name Xxxxxx X. Xxxxxxxx Name
Position Directer Position
For and on behalf of SCC
/s/
------------------
Name
Position
Contract of Assignment of Rights
This Contract is made this 20th day of March, 2003 between:
(1) the company "Sakhalin General Trading and Investment Limited", the legal
entity incorporated under the laws of Cyprus, having its registered address
at Doma Building, 227 Archbishop Makarios III Avenue, Limassol, Cyprus
("SGTI"), represented by the General director Xxxxxx X. Xxxxxxxx acting on
the basis of the Statute of the company, and JSC "Sakhalin City Centre,
Limited" ("SCC"), the legal entity incorporated under the laws of the
Russian Federation, domiciled at: Sakhalin region, the city of
Xxxxxx-Xxxxxxxxxx, Xxxxxxxxxxxxxxxxx xxxxxxxx, 00, office 452, represented
by the Acting general director Mozolevskij Xxxxxx Xxxxxxxxx on the basis of
the Statute of the company and the Order No.19-H dated 02.12.2002 (SGTI and
SCC hereinafter jointly referred to as the "Assignors"), on the one part,
and
(2) the JSC "Ostrov Sakhalin" ("OS"), the legal entity incorporated pursuant to
the laws of the Russian Federation, domiciled at: Sakhalin region, the city
of Yuzhno-Sakhalinsk, Pogranichnaya Street, house l, represented by its
General director Xxxxxx Xxxxxxxx Mikhailovich, acting on the basis of the
Statute of OS, and the company Sino Smart Investments Limited, the legal
entity incorporated under the laws of Hong Kong, having its registered
address at Xxxx 0000, Xxxxxxx Xxxxx, 000 Xxx Xxxxx Xxxx, Xxxx, Xxxx Xxxx
("SSI"), represented by Popova O.V., acting on the basis of the Power-of
attorney dated "12" February 2003 (OS and SSI hereinafter jointly referred
to as the "Assignees") on the other part.
The parties have taken into consideration that:
- SCC has entered into a number of contracts and agreements with the
Administration of the city of Yuzhno-Sakalinsk as well as with another
parties, according to which contracts and agreements SCC has leased a piece of
land (the "Land") in the center of the city of Yuzhno-Sakhalinsk for the
purposes of its commercial exploitation pursuant to the conditions of the said
contracts and agreements;
- in the course of preparation of the Land for its commercial exploitation the
Assignors have born certain costs (indicated in the Appendix to the present
Contract - hereinafter referred to as the "Costs born by the Assignors"),
aimed at the development and improvement of the infrastructure of the city of
Yuzhno-Sakhalinsk;
- SCC as the Lessor and OS as the Sublessee have entered into the Contract of
Sublease on the 20th of March, 2003 in respect of a part of the Land - the
Plot (as this term is defined and described in the Contract of Sublease);
- Half of the Costs born by the Assignors, viz. US Dollars l 300 000 (one
million three hundred thousand US Dollars) (or the respective xxxxx equivalent
of this sum making 41 080 000 rubles excluding VAT) applies to the preparation
of the Plot for its commercial exploitation (the "Costs of the Assignors born
in respect of the Plot");
- The Assignors and SSI have entered into the Contract on Reimbursement of the
Costs dated 20th March 2003, (the "Contract on Reimbursement of the Costs"),
- As consideration for entering into the Contract on Reimbursement of the Costs
the Assignors agreed to assign all rights and claims, which have arisen for
the benefit of the Assignors in connection with the Costs of the Assignors
born in respect of the Plot,
and taking into consideration that the Contract of Sublease is concluded
and the issue of reimbursement of the Costs of the Assignors born in respect
of the Plot is settled,
Now, the parties have agreed on the following.
1. Hereby the Assignors, jointly and severally, assign, and the Assignees agree
to accept all rights and claims, which have arisen for the benefit of the
Assignors and which are available to the Assignors as on the date of this
Contract in connection with the Costs of the Assignors born in respect of the
Plot, aimed at the development and improvement of the infrastructure of the
city of the Yuzhno-Sakhalinsk, providing new accommodation to the tenants
previously residing on the Plot, clearance of the Plot from constructions and
debris, improvement of its infrastructure etc. etc.
2. The Assignees, on their part, agree and confirm the fact that the rights and
claims of the Assignors assigned to the Assignees will be used by the latters
in accordance with the purposes agreed in the arrangements in respect of the
lease of the Land and sublease of the Plot.
3. Upon the written request of Assignees, Assignors shall be obligated to
provide the Assignees with the necessary documentation confirming the costs
born in connection with the preparation of the Plot for its commercial
exploitation and forming the amount of reimbursement.
4. The present contract shall be governed by the law of Cyprus. The disputes
arising from the Contract shall be settled by the competent courts of the
Republic of Cyprus.
For and on behalf of SGTI For and on behalf of SSI
/s/ Xxxxxx X. Xxxxxxxx Xxxx X. Xxxxxx
Xxxxxx X. Xxxxxxxx Attorney-in-fact
General director
For and on behalf of SCC For and on behalf of OS
/s/ Mozolevskij V.P. /s/ Burkov V.M.
Mozolevskij V.P. Burkov V.M.
Acting General director General director
CONTRACT OF SURETYSHIP
supplemental to the Contract on Reimbursement of Costs
made on the 20th of March, 2003 between the companies "Sakhalin General Trading
and Investment Limited", Limassol, Cyprus, JSC "Sakhalin City Centre, Limited",
Yuzhno-Sakhalinsk, Russian Federation, on the one part, and "Sino Smart
Investments Limited", Hong Kong, on the other part (the "Contract on
Reimbursement of Costs")
The City of Yuzhno-Sakhalinsk "20" of March, 2003
(1) the company "Sakhalin General Trading and Investment Limited", Limassol,
Cyprus, hereinafter referred to as "SGTI", represented by the General
Director of the company Xxxxxx X. Xxxxxxxx, acting on the basis of the
Statute, on the one part, and
(2) the JSC "Ostrov Sakhalin", the city of Xxxxxx-Xxxxxxxxxx, Xxxxxxxx xxxxxx,
Xxxxxx, hereinafter referred to as the "Surety", represented by the
General Director Xxxxxx Xxxxxxxx Mikhailovich, acting on the basis of the
Statute, on the other part,
jointly referred to as the "Parties", have entered into the present contract
on the following terms:
1. THE SUBJECT OF THE CONTRACT OF SURETYSHIP
1.1. Under the present Contract of Suretyship the Surety shall be obligated to
bear liability (with all its property - material and non-material assets and
monetary funds on xxxxx and currency accounts) to SGTI for performance by the
company Sino Smart Investment Limited, Hong Kong (hereinafter referred to as the
"Debtor") of its obligations under the Contract on Reimbursement of Costs in the
amount of 1.300.000-00 (One million three hundred thousands) US Dollars.
2. OBLIGATIONS OF THE PARTIES
2.1. The Surety's liability shall be subsidiary to the Debtor's liability to
SGTI for performance of all obligations of the Debtor under the Contract on
Reimbursement of Costs.
2.2. In case of delay in performance by the Debtor of its obligations to SGTI,
SGTI shall have the right to demand from the Surety performance of the said
obligations or to enforce recovery of the debt from the Surety pursuant to the
procedure established by law.
2.3. The Surety agrees to be liable under the present obligation also in case
of the transfer of the debt by the Debtor to another person.
3. THE TERM OF THE SURETY
3.1. The surety is given for the term expiring on the 31st December, 2003.
3.2. The surety shall be terminated:
- in case the Contract on Reimbursement of Costs secured thereby is altered
without the written consent of the Surety;
- in case SGTI fails to file a claim against the Surety on performance of
the Debtor's obligations under the Contract on Reimbursement of Costs;
- in case SGTI refuses to accept the proper performance under the Contract
on Reimbursement of Costs offered by the Surety or the Debtor;
- in case of performance by the Debtor of its obligations under the Contract
on Reimbursement of Costs.
4. THE PROCEDURE OF SETTLING DISPUTES AND CLAIMS
4.1. All disputes and claims arising out of the present Contract of Suretyship
shall be settled by the parties by negotiation.
4.2. In case the parties fail to come to an agreement by way of negotiations,
disputes and differences shall be settled by the arbitration courts of the
Russian Federation having jurisdiction in accordance with the legislation of the
Russian Federation.
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5. FINAL PROVISIONS
5.1. The present Contract of Suretyship shall come into force from the date of
the state registration of the Contract of Sublease made on the 20th of March,
2003 between the JSC "Sakhalin City Centre, Limited" ("SCC"), the city of
Yuzhno-Sakhalinsk, Russia, as the Lessor, and the JSC "Ostrov Sakhalin" ("OS"),
the city of Yuzhno-Sakhalinsk, Russia, as the Sublessee, the receipt by OS of
the Certificate of the state registration of sublease and the receipt by SCC of
the new certificate of the registration of the right of lease of the Land
without the Plot (as these terms are defined in the Contract on Sublease).
5.2. All alterations and amendments to the present Contract of Suretyship
shall be valid provided that they are made in written form and are signed by
the duly authorized representatives of the parties.
5.3. All notifications and communications shall be made in writing.
5.4. The present Contract is made in 3 copies, all of them having equal legal
force, one copy for the Surety, one for the SGTI and one for the Debtor.
5.5. By solving all the issues not provided for by the present Contract the
parties shall be governed by the legislation of the Russian Federation in force.
6. ADDRESSES AND REQUISITES OF THE PARTIES
SGTI: Doma Building, 000 Xxxxxxxxxx Xxxxxxxx Xxxxxx XXX, Xxxxxxxx,
Xxxxxx
C/o Lottery @ Wagering Solutions Inc.
0000 Xxxxxx Xxxx, Xxxxx 0000, Xx. Xxxxxxxxxx, XXX, Xx. 33324
Fax: + 00 00 00000000
E-mail: Xxxxxx.Xxxxxxxx@xxxxxxx.xxx
The Surety: Russian Federation, 693013, Sakhalin region, the city of
Yuzhno-Sakhalinsk, Pogranichnaya Street, house 1. Fax: (4242) 55 14 78
E-mail: xxxx@xxxxxxx.xx
For and on behalf For and on behalf
of SGTI of the Surety
/s/ Xxxxxx X. Xxxxxxxx /s/ Burkov V.M.
Xxxxxx X. Xxxxxxxx Burkov V.M.
General director General director
Appendices: - certified copy of the Surety's latest balance sheet,
- copy of the Statute of the JSC "Ostrov Sakhalin"
- copy of the Certificate of registration of the JSC
"Ostrov Sakhalin"
- copy of the Certificate on the registration as tax payer at the
State tax inspection;
- list of accounts and banks holding accounts for JSC
"Ostrov Sakhalin".
Contract
of purchase and sale of securities (stocks)
in Joint-Stock Company "Sakhalin City Centre, Limited"
Yugno-Sakhalinsk 20 March 2003
Messrs. Sino Smart Investments Limited, the legal entity, established in
accordance with the legislation of Hong Kong and residing at Xxxxxx 0000,
Xxxxxxx Xxxxx, 000 Xxx Xxxxx Xxxx, Xxxx, Xxxx Xxxx, represented by Popova O.V.,
acting on the basis of the Power-of-attorney dated "12" February 2003,
hereinafter referred to as the "Buyer", on the one part, and
Messrs. Sakhalin General Trading and Investment Limited, the legal entity,
established in accordance with the legislation of Cyprus and having its
registered address at Doma Building, 227 Archibishop Makarios III Avenue,
Limassol, Cyprus, represented by the General Director of the company Xxxxxx X.
Xxxxxxxx, acting on the basis of the Statute, hereinafter referred to as the
"Seller", on the other part,
both referred to as "Parties", have concluded this contract (hereinafter
Contract) about the following:
1. Subject of the Contract
1.1 The Buyer shall pay and accept, and the Seller shall transfer to the Buyer
the securities specified in this Article (hereinafter referred to as
"Securities) of the issuer mentioned below, (hereinafter referred to as
"Issuer") in accordance with the Contract:
Securities Ordinary registered shares
Issuer JSC "Sakhalin City Centre, Limited"
Nominal value RUR 1-00 (one) per share
Quantity 4250-00 (four thousand two hundred fifty)
1.2 The price of one stock shall amount to 0,2 USD.
1.3 Purchase price shall amount to: 850 (eight hundred fifty) USD.
1.4 Under this Conract the Buyer shall carry out actions necessary for the
registration of the transfer the title to Securities, and issuance the
origin of the document by the register holder of Issuer confirming the
transfer of the title to Securities from the Seller to the Buyer.
2. Order of Payment
2.1 The Buyer shall effect the payment in the amount of the Purchase price
according to Clause 1.3. of the Contract within 5 (five) banking days
following the day the Contract is concluded. Banking day shall mean a
working day for bookkeeping entries of amounts in banks of Cyprus and Hong
Kong.
2.2 The Buyer shall bear all costs on the registration of the transfer of the
title to the Securities in the Issuer's Securities holders' Register.
3. Registration of the transfer the title to Securities
3.1 The Buyer shall carry out all actions necessary for registration of the
transfer of the title to Securities in the Issuer's Securities holders'
Register from the Seller to the Buyer, provided the Seller shall render all
necessary assistance.
3.2 Within 5 (five) working days following the day the Contract is concluded
the Seller shall transfer the shares to the Buyer according to the Delivery
and Acceptance Act and provide the Buyer with all documents necessary for
the registration of the transfer of the title to Securities including
the Transfer order to the Contract.
3.3 The Buyer shall obtain all rights arising out of the ownership of the
purchased Securities (dividends, title for newly issued Issuer' shares
etc), from the moment the Contract is concluded.
4. Seller's guarantees
4.1 The Seller guarantees that Securities specified by the Contract are not
liable to mortgage or any other rights of third parties, and are not under
arrested.
5. Termination of the Contract
5.1 In the event the Seller fails to comply with the conditions of Clause 3.2
of the Contract on the expiry of 10 (ten) banking days from the moment of
expiry of the period mentioned in Clause 3.2, Buyer shall be entitled to
dissolve the Contract unilaterally, and the Seller shall repay the Purchase
price to the Buyer.
6. Force Majeure
6.1 Both Parties shall be released from the responsibility for non-fulfillment,
un-timely or improper fulfillment of any obligation under the Contract if
such non-fulfillment, un-timely or improper fulfillment were caused by the
circumstances of Force Majeure.
6.2 Non-notification or undue notification (more then within 3 days period) of
the other Party by the Party for which it became impossible to fulfill
obligations under the Contract, about the Force Majeure circumstances,
shall deprive the corresponding Party of the right to refer to such
circumstances in future.
6.3 Unless otherwise agreed between the Parties, the Force Majeure
circumstances may lead the extention of the period of the Contract to the
period such circumstances last.
6.4 Should Force Majeure circumstances last longer than one month, any Party
shall be entitled to cancel the Contract provided the Parties shall return
to the initial state. A11 expenses connected with the return the Parties to
the initial state shall be equally shared.
7. Other conditions
7.1 All amendments, addenda and enclosures to the Contract shall be made in a
written form and signed by properly authorized representatives of the
Parties.
7.2 All disputes and disagreements between the Parties arising out of this
Contract shall be settled by means of negotiations. The negotiations are
held by the directly authorized representatives of Parties with making up
the Minutes of negotiations or by means of correspondence. The term for
answering the claim shall be 7 (seven) working days from the moment of
receipt of the claim by the party.
Should the Parties fail to agree, the dispute shall be settled by the
Arbitration Court at the Central Agency for Transport, city of Moscow, in
accordance with the Russian Law.
7.3 The Contract shall come into force on the date of its signing and shall be
effective up to the fulfillment by Parties of their obligations under the
Contract.
7.4 The present Contract is signed in 3 originals, equally valid, one original
is handed to Seller, the other - to Buyer, and the third one is in the
Owner of Issuer's Securities Register.
8. Legal Addresses of the Parties
Buyer: Sino Smart Investments Limited
Xxxxxx 0000, Xxxxxxx Xxxxx, 000 Xxx Xxxxx Xxxx, Xxxx, Xxxx Xxxx.
Seller: Sakhalin General Trading and Investment Limited
Doma Building, 227 Archibishop Makarios III Avenue, Limassol, Cyprus.
For and on behalf of For and on behalf of
the Buyer: the Seller:
/s/ X.Xxxxxx /s/ X. Xxxxxxxx
X. Xxxxxx X. Xxxxxxxx
The Letter of confirmation of SSI to SGTI
To the company
Sakhalin General Trading and Investment Limited, Limassol, Cyprus
We refer to the Contract of Sublease of property in Yuzhno-Sakhalinsk, Russian
Federation, of 20 March 2003 concluded between JSC "Sakhalin City Centre,
Limited" (hereinafter referred to as "SCC") as the Lessor and ZAO "Ostrov
Sakhalin" ("OS") as the Sublessee, and to the Contract of purchase and sale of
securities (stocks) in SCC concluded between us on 20 March 2003 ("Purchase and
Sale Contract").
We confirn that in case the agreement on the lease of the Plot (as this tenn is
defined in the Contract of Sublease) is concluded between OS and City
Administration (as this term is defined in the Contract of Sublease) directly
without SCC's participation as provided in Article 5.6 of the Contract of
Sublease, we will return to you SCC's shares acquired by us as per Purchase and
Sale Contract at the price equal to the one stipulated in Purchase and Sale
Contract.
The Sublessee shall not prevent from activity of the Lessor or other persons,
acting on the instructions of or in agreement with the Lessor, on the Land
beyond the borders of the Plot.
We agree that in case you file any claims against us arising out of the present
Letter of Confirmation that cannot be settled by way of negotiations, such
claims shall be considered by the Arbitration Court at the Central Agency for
Transport, city of Moscow, in accordance with Russian law.
Sino Smart Investments Ltd.
s/
Delivery and Acceptance Act
to the Contract of purchase and sale of securities (stocks)
in JSC "Sakhalin City Centre, Limited"
Yugno-Sakhalinsk 20 March 2003
We, the undersigned, Messrs Sakhalin General Trading and Investment Limited -
the Seller and Messrs. Sino Smart Investments Limited - the Buyer, have made
this Act confirming that all terms and conditions of the Contract of purchase
and sale of securities (stocks) in JSC "Sakhalin City Centre, Limited" dd. 20
March, 2003 are fully performed. Hereby we confirm the transfer of the title to
the securities (stocks) in stock capital.
The Purchase price under the Contract shall amount to 850 (eight hundred
fifty) US dollars. The Purchase price is paid in full. Parties have no
mutual claims.
For and on behalf of For and on behalf of
the Buyer: the Seller:
/s/ X.Xxxxxx /s/ X.Xxxxxxxx
X.Xxxxxx X.Xxxxxxxx
April, 03, 2003
Consulting Services Agreement
This consulting agreement (the "Agreement") is entered into as of the effective
date shown below between Sakhalin General Trading & Investments Limited, a legal
entity incorporated under the Laws of Cyprus (the "Company"), Doma Building, 000
Xxxxxxxxxx Xxxxxxxx XXX Xxxxxx, Xxxxxxxx, Xxxxxx, represented by Dallas Xxxxxxxx
Xxxxxxxx, acting for and on behalf of the Company as its legally appointed Power
of Attorney, and Xxxx Xxxxxxxxxx (the "Consultant"), 00 Xxxxxxxx Xxxxx,
Xxxxxxxx, Xxxxxxxxx Xxxx Xxxx, Xxxxxx Xxxxxxx. The Company and the Consultant
shall be jointly referred to as the "Parties".
Whereas, the Company is interested in obtaining professional and expert
assistance in consulting, carrying out business administration in connection
with various matters related to the practice of commercial activity in Russia.
Whereas, the Consultant has the knowledge, skill, experience, diligence and
ability to provide or perform consulting serviees to the Company as laid out
above.
Therefore, in consideration of the foregoing, the Parties, intending to be
legally bound, hereby covenant and agree to the following:-
l.The Company hereby appoints and the Consultant undertakes forthwith to
provide the Company with professional commercial and consulting assistance in
accordance with the Company's written instructions
2.The Consultant will only act in the course of performing the obligations
assumed in accordance with clause 1, and shall deal with all aspects of the
various instructions, which shall include contacts with legal entities and
individuals, state bodies and agencies, draft necessary documents, control
progress of the various instructions and report accordingly, and shall carry
out any other acts necessary or advisable for proper fulfillment of its
obligations hereunder, including representing the company in any court or
arbitration dispute if required to do so.
0.Xx consideration of the services rendered in accordance with this Agreement
the Company shall pay the Consultant mutually agreed remuneration and or any
other agreed basis in accordance with invoices to be submitted by the
Consultant for approval by the Company.
4.The Consultant shall be liable for any damages suffered by the Company by
the reason of the Consultant's fault where it can be determined.
5.The Company shall be liable for any damages suffered by the Consultant by
the reason of the Company's fault where it can be determined.
6.All amendments to or alterations of this Agreement shall be effective only
if they are made in writing and duly signed by the Parties or their authorized
representatives.
7.The Arbitration Court of United Kingdom in London shall resolve any dispute
arising, which cannot be resolved between the Parties through a mutually
acceptable intermediary.
8.The effective date of this agreement shall be 5 March 2003.
9.Nothing contained within this Agreement shall be construed as having
established a neither Joint Venture nor Partnership between the Parties.
For and on behalf of the Company
Sakhalin General Trading and Investments Limited:
/s/ Xxxxxx X. Xxxxxxxx
Xxxxxx X. Xxxxxxxx,
Duly Authorized Power of Attorney.
The Consultant
Xxxx Xxxxxxxxxx:
/s/ Xxxx Xxxxxxxxxx
Witnessed by
