ASSIGNEMENT CONTRACT NO23

Moscow                                                  31st  of  December  2004

VICTORIA  RESOURCES, INC., hereinafter referred to as "ASSIGNOR", represented by
Kislinskii  V.P.,  acting  on  the  grounds  of the letter of attorney w\n dated
13.08.2003,  on  the  one  part,  and

LLC  "TK  "PTOMTECHRESURS", hereinafter referred to as "CESSIONARY", represented
by  the  Director,  Vozhdaev  V.A., acting on the grounds of the Statute, on the
other  part,  have  made  the  present  Contract  about  the  following:

                           1. SUBJECT OF THE CONTRACT

     1.1. The Assignor shall assign and the Cessionary shall accept the right of
demand  to  receive  the  share  actual  value  in  the  charter  capital of LLC
"Victoria-Sibwood"  in  the  amount of 15 300 000 (fifteen million three hundred
thousand)  rubles, that is equal to 551 377,18$ (five hundred fifty one thousand
three  hundred  seventy  seven dollar and eighteen cents), according to official
rate of exchange of Central Bank of RF on 31.12.2004  (rate of ruble against the
dollar  -  27,7487  rub.  For  dollar)  to  LLC  "Victoria-Sibwood", hereinafter
referred  to  as  "Debtor",  under  the articles of association of LLC "Victoria
Sibwood"  (Minutes  1  of  organization  meeting  of  Limited  Liability Company
"Victoria-  Sibwood",  dated the 3rd of September 2003, Foundation Agreement LLC
"Victoria  Sibwood",  Bylaws  of  LLC  "Victoria-  Sibwood",  Minutes  No3  of
extraordinary  General  Meeting  of  LLC  "Victoria  Sibwood", dated the 17th of
September 2003), Notification of Assignor about the quitting the participants of
LLC  "Victoria-Sibwood  dated  the  5th  of  August  2004.

Before  quitting  the  participants  of  LLC  "Victoria-Sibwood, Assignor made a
contribution  to  the authorized capital of LLC "Victoria-Sibwood" in the amount
of  15 300 000 (fifteen million three hundred thousand) rubles on the grounds of
Minutes  No3  of  extraordinary General Meeting of LLC "Victoria Sibwood", dated
the  17th  of  September  2003.

     1.2. The right of demand, mentioned in point 1.1. of the present  Contract,
is  assigned to Cessionary in full and under the terms, determined at the moment
of  the  present  Contract  conclusion.


Cessionary:
           -----------------------------------------------


<PAGE>
     1.4.     On  the  grounds  of  the  present  Contract,
Cessionary  acquires  the  right to act without Assignor's letter of attorney on
his  own  behalf.

                    2. RIGHTS AND LIABILITIES OF THE PARTIES

     2.1.  Cessionary  is  liable:

     2.1.1.  To  pay  the  Assignor  fee  in  the  amount  and  under conditions
determined  by  point  3  of  the  present  Contract.

     2.1.2.  To  send  a  written notice to the Debtor, informing about lapse of
right  under the present Contract, within 10 (ten) calendar days upon the moment
of  documents receipt, as provided by point 2.2.1. of the present Contract.

     2.2.  Assignor  is  liable:

     2.2.1.  To submit the Cessionary all the documents, certifying the right of
demand  under  the  present  Contract  within  10  (ten)  banking  days upon the
subscription  of  the  present  Contract.

     2.2.2.  When  signing  the present Contract, to give the Cessionary all the
information necessary for lapse of right of demand from Cessionary to the Debtor
under  the  present  Contract.

                            3. PAYMENT ARRANGEMENTS

     3.1.  Cessionary  shall  pay  a  fee  to Assignor for the lapse of right of
demand  under the present Contract to the Debtor; the fee appears as a result of
ruble  rate  strengthening against USD within the validity period of the present
Contract.

                              4. PAYMENT SCHEDULE

     4.1.  The  Cessionary  shall  pay  in  accordance

With  the  following  schedule
-----------------------------------------
No        Date               Amount, $USD
--------  -----------------  ------------
1.        30.09.2005          68 922,00
--------  -----------------  ------------
2.        31.12.2005          68 922,00
--------  -----------------  ------------
3.        30.03.2006          68 922,00
--------  -----------------  ------------
4.        30.06.2006          68 922,00
--------  -----------------  ------------
5.        30.09.2006          68 922,00
--------  -----------------  ------------
6.        31.12.2006          68 922,00
--------  -----------------  ------------
7.        30.03.2007          68 922,00
--------  -----------------  ------------
8.        30.06.2007          68 923,18
--------  -----------------  ------------
                     Total:  551 377,18
-----------------------------------------

The  total amount is five hundred fifty one thousand three hundred seventy seven
dollar  and  eighteen  cents.


Cessionary:
           -----------------------------------------------


<PAGE>
                          5. THE PARTIES RESPONSIBILITY

     5.1.  The  Assignor does not bear any responsibility against the Cessionary
for  non  fulfillment or improper fulfillment of Debtor's liabilities concerning
the  return  of  share  actual  value in the authorized capital of LLC "Victoria
-Sibwood"  in  accordance  with  point  1.1.  of  the  present  Contract.

     5.2.  Concerning  other provisions, not stipulated by the present Contract,
the  Parties  bear  responsibility  as  provided  by  the  current  legislation.

                                    6. CLAIMS

     6.1.  All  disputes  or differences which may arise out or in connection to
the  present Contract are to be settled during negotiations. In case the Parties
are  unable  to  reach unanimous decision, all the disputes shall be referred to
the  Arbitration  Court  of  Chelyabinsk  region.

                              7. FINAL PROVISIONS

     7.1.  Contract  period  of  validity  is  fixed  from  the  moment  of  its
subscription  and  to  the  complete  fulfillment  of  all  obligations.

     The  right of demand is lapsed from the Assignor to the Cessionary upon the
subscription  of  the  present  Contract.

     7.2.  All  changes and Annexes to the present Contract are considered valid
only  if  they are made in written form and signed by authorized representatives
of  the  both  parties.

     7.3.  Concerning  other provisions, not stipulated by the present Contract,
the  Parties  follow  the  current  legislation  of  RF.

     7.4.  The  Parties  shall  within  7 (seven) working days inform each other
about  change  of  the  name  of  the company, address, banking details or other
reorganizations.

     7.5.  Parties  are  obliged to keep confidential concerning any information
about  Parties  activity disclosed when executing the present Contract and being
the  commercial  secret  of  any  of  the  Party.

The  present  point  of  the Contract remains valid after the expiry date of the
present  Contract.


Cessionary:
           -----------------------------------------------


<PAGE>
     7.6.  The  present Contract is drawn out in duplicate valid equally, a copy
for  either  of  the  parties.

                8. ADDRESSES AND BANKING DETAILS OF THE PARTIES.

                                  CESSIONARY:
LLC  "TK  "Promtechresurs"
Legal  address:  454080  Chelyabinsk,  Vitebskaya
Str..2-B  TIN  7449044937       744901001  -
1047422507626  -/-  40702810100001001689  at
Chelyabinsk  Branch  OJSC  JSCB  "Avtobank-
Nikoil"  Chelyabinsk  C\A  30101810100000000781
BIC  047501781       51.65.2,51.65.6
   074191257

Director:
/S/ Vozhdaev V.A.

[SEAL]