CONTRACT OF COMMISSION AGENCY NO 32

                      CONTRACT OF COMMISSION AGENCY NO 32

Chelyabinsk                                                    27th of July 2004

     LLC  "XXXXXXXX XXXXXX", hereinafter referred to as "Principal", represented
by  the  Director, Kislinskii V.P., acting on the grounds of the Charter, on the
one  part,

     LLC  "EKSINTRA",  hereinafter  referred  to  as "Agent", represented by the
Executive  Director  Xxxxxxxx X.X., acting on the grounds of the Charter, on the
other  part,  have  made  the  present  Contract  about  the  following:

                           1. SUBJECT OF THE CONTRACT

     1.1. The Agent is liable under the Commission of the Principal for a fee to
conclude  a  Supply  Contract  with  foreign  buyers  on  his  own behalf and at
Principals'  account  under  conditions negotiated by the Parties of the present
Contract.

     1.2.  Acting  on  his  own  behalf,  the  Agent concludes purchase and sale
contracts  with  the  third  parties,  hereinafter  referred  to  as  "Buyers".

     1.3. The contracts conditions, quantity, quality, minimum selling price and
other  provisions  and  Principal's  instructions  are given in Annexes being an
integral  part  of  the  present  Contract.

                             2. AGENT'S LIABILITIES

      Under  the  present  Contract  the  Agent  is  liable:

     2.1.  To  follow  the  Principal's  instructions  strictly  and fulfill all
accepted  liabilities  in  good  faith.

     2.2.  To  carry out necessary trading-marketing work independently, to find
the  Buyers  for Principal's goods, to conduct all pre-contract preparations and
conclude  purchase  and  sale  contract  on  his  own behalf, in accordance with
Principal's  instructions.

     2.3.  To  bear liabilities for proper use of funds, comprising expenses and
costs  during  execution  of  Principal's  Commission.

     2.4.  To accept the Principal's goods, meant for sale with all accompanying
documentation  and  assume  measures for warehousing at the Principal's expense.

     To  bear  responsibility  for  loss,  shortage  or  damage  of  kept goods.

     2.5.  The  Agent  is  obliged  to  sell  goods  at  the


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price  determined  by  the  Principal. The Agent shall pay customs duty and bear
other  expenses,  connected  with transportation of goods and then the Principal
shall  reimburse  all  expenses  to  the  Agent.

     2.6.  In  case  the  quality  or  documentation  nonconformity  of goods is
disclosed,  to  inform  immediately  the Principal about discovered defects. The
Agent  shall  give a notice to the Agent about coming quality examination within
reasonable  period.

     2.7.  To execute the present Contract and Principal's commissions the Agent
concludes  contracts  with  the third parties on his own behalf, including goods
declaration  and  freight forwarding. The Agent shall inform the Principal about
current Custom brokers' fees, make payments to them for declaration and bear all
customs  payments  and  other  fees  at  the  Principal's  expense.

     2.8. To submit the following documents to the Principal within 30 days upon
goods  dispatch:

  -  a copy of Cargo Customs Declaration with all marks of customs authorities
     of goods export;

  -  a copy of railway bill with marks of customs authorities;

  -  a copy of invoice

     2.9.  To  transfer  additional  profit  to  the Principal in case the Agent
concludes  a  contract  under  more  profitable  conditions  than  specified  in
Principal's  Commission.

     2.10.  To  inform  the  Principal  within  2  (days)  in case of unforeseen
circumstances  preventing  the  conclusion  of  Contracts  under the Principal's
conditions.

     2.11.  To  submit the report, invoice for commissions, receipt for expenses
with  attached  copies of confirming documents, a copy of the Contract concluded
with  the  third  Party,  within  five  calendar  days  upon  the  execution  of
Commission.  The Commission is considered fulfilled upon placing of money to the
Principal's  account  in  accordance  with  p.  5.1.  of  the  present Contract.

     The report is considered accepted if the Principal has no objections as for
commissions  concerned  within  5  calendar days upon the receipt of the report.

     2.12.  To  conclude the supply Contract with the foreign Buyer, considering
reimbursement of railway tariff from the dispatch station to Naushki station, RF
border  to  the  Principal  by  the  foreign  Buyer.


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                           3. PRINCIPAL'S LIABILITIES

     Under  the  present  Contract  the  Principal  is  liable:

     3.1.  To  guarantee the Agent that the goods under the present Contract are
free  from  rights  and  claims  of  the  third  Parties.

     3.2.  To guarantee the goods quality, being in strict correspondence to the
specification,  given  in  Annexes  to  the  present  Contract and determined by
quality  certificate  for  each  lot  of  goods.

     3.3.  To inform the Agent about the beginning and course of shipment at the
dispatch  station  by  a  facsimile  message.

     3.4.  To  inform  the  Agent  about the number of shipped railcars, railway
bills,  quantity in each railcar and send facsimile copies of railway documents,
specifications  and  quality  certificates  within  1  day  upon  the  shipment.

     3.5.  To  pay  railway tariff from dispatch station to station Naushki, the
border  of  Russian  Federation on conditions that foreign Buyer shall reimburse
the  expenses.

     3.6.  To  issue  the  disposal of goods order to the Agent 10 days prior to
projected  shipment  date.

     3.7.  To transfer the goods to the Agent under the conditions determined by
the  Principal's  Commission.  Shipment  date to be considered stamp date in the
railway  receipt  (railway  bill)  at  the  dispatch  station.

     3.8.  To  load  goods  in  accordance  with  "Shipping  Rules",  "Technical
Conditions  of Loading and Fastening" and other normative documents, applied for
railway  vehicles.

     3.9.  In  case  the  actual  characteristics  of goods do not correspond to
characteristics  guaranteed  before  and in case the Buyers refuse to accept the
goods  in this respect, the Principal shall reimburse all Agent's transportation
and  distribution  expenses,  including  warehousing.

     3.10.  On  demand of the Agent the Principal is liable to submit the copies
of  the  contracts  with  manufacturers  for  Customs  Authorities.

     3.11.  The  Principal  is liable to pay agent's commissions to the Agent in
accordance  with  p.  4.1.  of  the  present  Contract.


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                  4. COMMISSIONS AND COMPENSATION OF EXPENSES

     4.1.  Upon  the  execution  of  the  Commission  the  principal  shall  pay
remuneration  to  the Agent at the rate of 1% contract value with foreign Buyer.

     4.2.  The Principal shall reimburse the Agent all expenses, which may arise
during  execution  of  the  Commission. The expenses shall be reimbursed only in
case  the  Principal  gave  his  consent  to  incur  such  expenses.

     4.3.  Payment  to  be  effected  from  the  Principal's  account  upon  the
acceptance  of  the report submitted by the Agent. The reimbursement of expenses
to  be  effected  during  final  settlement  or  as  agreed by the both Parties.


                              5. TERMS OF PAYMENT

     5.1.  Currency  returns  under the contracts with Buyers, including advance
payments,  to  be  effected  to  the  Agent's  account. The Agent shall exchange
currency  earnings  (advance  payments)  and  transfer  money to the Principal's
account  within  three  banking  days upon the exchange. The Principal shall pay
commissions to the Agent within three banking days upon the receipt of funds, in
accordance  with  p.  4.1.  and  p.  5.2.

     5.2.  All  payments  for goods, including Agent's commissions, according to
Principal's  Commission  to  be  effected  in  xxxxx  at  the rate of USD CB RF,
specified  by  Cargo  Customs  Declaration.

     5.3.  The goods under the present Contract remains an object of property of
the  Principal  till  the  moment  of  its  transfer  to  the  foreign  Buyer.

                          6. THE PARTIES'S LIABILITIES

     6.1. In case of nonfulfillment or improper fulfillment of obligations under
the  present  contract  the  responsible Party shall reimburse the losses to the
other  party.

                                    7. CLAIMS

     7.1.  The  claims  as  for  the  quantity  and  quality  shall  be based on
certificates,  issued  at  the  unloading


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place by independent surveyors. The certificates confirming quality and quantity
of  the goods are obligatory for either of the Parties and may be the ground for
negotiations.

     7.2.  The  party  shall  examine the claim and give an answer on the matter
within  30 days upon the receiving of the claim. If on expiry of this period the
party  gives  no  answer  on the matter, the claim shall be considered admitted.

     7.3.  Claim  submission  period  considered  15  (fifteen)  days  upon  the
receiving  of  Independent  Examination  Act.

                                8. FORCE-MAJEURE

     8.1.  The  parties are released from responsibility for partial or complete
default  of  the obligations under the present contract if it was as a result of
the  direct  consequence  of  action  of  force  majeure, as provided by point 3
Article 401 Civil Code RF. Force majeure circumstances shall be confirmed by the
Chamber  of  Commerce  of  the  Russian  Federation.

In  case  of  force  majeure  the  term  of  execution  of the Contract shall be
prolonged  proportionally  to  the  duration  period  of  such  circumstances.

     8.2.  The  Party unable to execute its obligations under the Contract shall
in  written  form  within  1  day inform the other party of the commencement and
termination  of  the  circumstances  preventing  performance  of  the  Contract.

                                 9. ARBITRATION

     9.1.  All  disputes  which  can arise out or in connection with the present
Contract  shall  be  solved  by means of mutual negotiations. In case a mutually
acceptable  decision  cannot  be reached, the dispute is referred to Arbitration
Court  of  Chelyabinsk  Region,  in  accordance  with current legislation of RF.

                              10. OTHER PROVISIONS

     10.1.  Contract  period  of  validity  is  fixed  from  the  moment  of its
subscription and to the 31st of December 2005. As for liabilities concerned, the
Contract  is  valid  till  the  complete  fulfillment  of  all  liabilities.

     10.2.  The  present  Contract  is  drawn  out  in  duplicate valid equally.

     10.3.  All  changes and alternations to the present contract are considered
valid only if they are made in written form and signed by the both parties under
the  present  Contract.  Alterations  and  changes  to  the


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present  Contract are considered valid if they are sent by fax or by telex, with
further  exchange  of  originals.

     10.4.  After  the  Contract  subscription  all  previous  negotiations  and
correspondence  between  the  Parties  are  considered  invalid.

     10.5.  The  Parties shall act in accordance with the current legislation of
RF  in  all  situations  not  specified  by  the  present  Contract.

                    11. PARTIES ADDRESSES AND BANKING DETAILS


PRINCIPAL:

LLC "VICTORIA LUMBER"
454080, Chelyabinsk,
Vitebskaya 2-B, office 1-A

TIN 7453102525     000000000
o/a 40702810572020105497 in XX Xxxxxx No. 8597,
Chelyabinsk
c/a 30101810700000000602
BIC 047501602


AGENT:
LLC "EKSINTRA"
Russia, Tomsk, Belinskogo Str. 54-49
TIN 7019029528/000000000
     12436547
     71100, 71200
o/a 40702810800040000019
in CB  ROSPROMBANK
Tomsk Branch
c/a 30101810000000000781
BIC 000000000

T/FAX.  (3822)  555  -078


SIGNATURES:
PRINCIPAL:


Director:


/S/  V.P. Kislinskii
--------------------
Xxxxxx X. Xxxxxxxxxx, Director


AGENT:


Executive  Director
/S/  X.X. Xxxxxxxx
------------------
X.X. Xxxxxxxx, Executive director


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