AGREEMENT

Kiev "__"_________199

______________________, hereinafter called "the Principal",

on the one part, and ______________________________, hereinafter

called "the Agent", on the other, have herein agreed as follows:

I.

The Principal grants the Agent an exclusive right to sell,

on the territory _________ hereinafter called "the agreed

territory", the following equipmenf and mashinery bought from the

principal, hereinafter called "the equipment":______________

Any sale by the Agent of the equipment on any territory

other than the agreed territory may take place only with the

written consent of the Principal.

The Principal will have the right to sell the equipment on

the agreed territory directly to the third parties, if:

1. The transaction is concluded on the basis o( an offer

made by the Principal prior to the conclusion of this Agreement;

2. The Agent has refused to buy the equipment offered by the

Principal;

3. The equipment is part of a barter transaction;

4. The equipment is a component part of equipment supplied

by the Principal to another customer;

5. This Agreement has terminated under Articles VI and IX;

6. The equipment is supplied to governmental bodies or

organizations situated on the agreed territory.

Such sales will not constitute an infringement of the terms

and conditions of this Agreement, and the Agent will have no

right to commission.

Exept for the cases mentioned above, when the Principal

sells the equipment on the agreed territory directly to the third

parties the Agent will have the right to receive commission the

amount of which will be fixed in each case by special

arrangements between the Principal and the Agent depending on the

volume of the sale.

II.

In pursuance of this Agreement the parties will conclude

contracts between themselves for the delivery of the equipment

and spare parts.

III.

The equipment bought from the Principal will be sold by the

Agent to third parties in this own name, but factory marks and

signs on the equipment must be left intact.

IV.

Prices to be paid by the Agent for the equipment bought from

the Principal will be fixed in contracts concluded between the

parties under Article II of this Agreement.

The difference between the price, at which the Agent buys

the equipmenf from the Principal, and the price, at which he

sells the equipment, will constitute the Agent's commission and

will cover all overhead expenses connected with advertising and

selling the equipment.

The Agent undertakes to sell the equipment, bought from the

Principal, at prices not detrimental to the sales of the

equipment due to the prices being too high.

V.

Within the period of operation of this Agreement and

contracts concluded between the parties the Agent undertakes;

1. To guard, bona fide, the interests of the Principal,

constantly increasing the purchases of the equipment.

2. Each quarter, not later than the 15th day of the

following month, to submit to the Principal reports on his

activities in the marketing of the equipment sold under this

Agreement, attaching copies of the bills drawn on his purchasers,

and, within the same period of time, to send the Principal

informatiom on market conditions and on the activities of the

Principal's competitors, in particular on price, terms and

conditions, in their sales of similar equipment.

3. Not to represent, either directly or indirectly, on the

agreed territory, without the Principal`s consent, any firm

competing with the Principal.

4. To systematically organize, at his own expense, the

advertising of the equipment in such form and to such extent that

successful marketing of the equipment on the agreed territory

should be ensured, using for this purpose the press, radio,

cinema, catalogues and other means of advertising on the basis of

printed material provided by the Principal: to return to the

Principal, after the expiration of this Agreement, advertisement

samples and materials, should these be in the possession of the

Agent, or to deal with them according to the Principal's

instructions.

5. To provide consultation and technical service for and

have supervision of proper exploitation of the equipment sold,

organizing for this purpose, at this own expense, necessary

workshops and service stations.

6. With the view of ensuring proper exploitation of the

equipment, to buy (rom the Principal the necessary quantity of

spare parts, to keep warehouses and shops at his own expense, as

well as to organize uninterrupted supplies of spare parts topurchasers of the equipment.

7. In case the Principal participates in international fairs

and exhibitions on the agreed territory, to render the Principal

every assistance in the marketing of the equipment.

8. To inform the Principal of governmental purchases

announced on the agreed territory, to participate in them, and to

advise the Principal of their results.

Should need arise, the Principal will, at the Agent's

request and under a separate contract, give technical advice to

purchasers in the installation of the equipment sold by the Agent

and in its exploitation by means of deputing the Principal's

specialists.

VI.

The Principal has the right to cancel this Agreement before

the expiration of the period of its duration without prejudice to

his rights and without the Agent's right to claim any

compensation, if:

1. The Agent, despite the Principal's notice, does not

comply with an important condition of this Agreement, especially

as to payment;

2. On the expiration of eight months from the day of signing

this Agreement the value of the equipment sold by Agent will be

less than _____________

3. The financial position of the Agent considerably

deteriorates or procedure in bankruptcy is initiated;

4. The Agent's acts contradict the Principal's interest on

agreed territory.

VII.

The Principal and the Agent will take all measures to settle

amicably any disputes which may arise from this Agreement or from

contracts made hereunder.

In case of the parties being unable to arrive at an amicable

settlement, all disputes without application to legal courts are

to be submitted for the settlement by _________ in accordance

with the Rules of Procedure of the said Commission.

The Arbitration Award will be final and binding for both

parties.

VIII.

1. All negotiations and correspondence between the parties

that have taken place prior to the signing of this Agreement

shall be considered null and void as from the day of its signing.

2. Any amendments and/or supplements to this Agreement shall

be valid only if they are made in writting and signed by duly

authorized representatives of both parties.

IX.

This Agreement is operative as from the day of its signing

by both parties and will be valid for ___________________________

If, one month before the expiration of the above period of

time, neither party notifies in writing of its desire to

terminate this Agreement or to alter its terms and conditions,

the Agreement is automatically extended for _____________________

months.

Irrespective of the expiration of this Agreement or its

cancellation the parties are to fulfill their C obligations under

contracts made prior thereto.