Exhibit 2.1

                         SHARE EXCHANGE AGREEMENT NO. 1


         City: Moscow

         Closed Joint-Stock Company North West Oil Group,  hereinafter  referred
to as the "Party 1". Represented by President Ernest Gurgenovich Malyshev acting
on the basis of the Articles of Association,  and company Nord Oil International
Inc.,  hereinafter  referred  to as the  "Party  2",  re[resented  by  President
Viacheslav   Leonidovich  Makarov  acting  on  the  basis  of  the  Articles  of
Association, have concluded this Agreement as follows:

                             1. CONTRACTUAL SUBJECT

         1.1 Party 1 exchanges one hundred per cent (100%) shares of the capital
stock in Limited  Liability  Company  North-West Oil Group Saratov with the face
value  of ten  thousand  (10,000.00)  Rubles,  of  which  Party 1 is the  owner,
hereinafter referred to as the NWOG Saratov and NGEC Shares, and one hundred per
cent  (100%)  shares of the  capital  stock in  Limited  Liability  Company  the
Neftegazenergo  Company with the face value of ten thousand  (10,000.00) Rubles,
of which Party 1 is the owner,  hereinafter  referred to as the NWOG Saratov and
NGEC Shares,  for fifty nine percent  (59%)  nominal  equities of all issued and
outstanding stock in company Nord Oil International  Inc. with the face value of
0.001 US Dollar, hereinafter referred to as the shares of Party 2, which will be
issued in the amount  sufficient to enable  completion of this  transaction as a
part of the extra stock issuance.  The procedure of  extra-issuing of the Shares
of Party 2 shall be contemplated in the Special Terms (Schedule 1.1 hereto).

         1.2  Exchange  of the NWOG  Saratov  and NGEC  Shares for the Shares of
Party 2 subject to the terms and  conditions of thus  Agreement  shall be deemed
equivalent with no extra payments made.


                   2. REPRESENTAION AND WARRANTIES BY PARTY 1

         2.1 Organization, Authority and Capacity

         2.1.1.  Limited Liability Company  North-West Group Saratov and Limited
Liability  Company  Neftegazenergo  Company,  hereinafter  referred  to as  NWOG
Saratov and NGEC, are companies with good financial  standings,  which have been
duly established and validly  existing under the law of the Russian  Federation,
and possess all the authority and capacity required.

          NWOG Saratov and NGEC  possess all  corporate  authority  and capacity
required to own,  lease and operate all and any of their asset and  property and
to perform their business as it is currently performed.

          NWOG  Saratov  and NGEC  are  entitled  to  perform  foreign  economic
activities and are in good financial standing. In event that any activity should
be performed  that  required  obtaining  any relevant  authorizations,  the NWOG
Saratov  and NGEC may  perform  such  activities  to the extent that a necessary
authorization (license) has been obtained.

         2.2 The NWOG Saratov and NGEC Shares have been duly authorized, issued,
paid in  full,  and  free  and  clear of any  encumbrances  or  limitations  for
completion of the transaction contemplated under this Agreement .

<PAGE>


         2.3 Party 1 has produced to Party 2, true, duly certified,  correct and
complete  copies  of the  Certificates  of  Registration  and  the  Articles  of
Association of the NWOG Saratov and NGEC.

         2.4 The  transaction  under this Agreement has been duly  authorized by
Party 1 in the person of its competent management body.

         2.5 Execution and  performance of this Agreement shall not require from
Party1 or the NWOG Saratov and NGEC obtaining any additional  authorizations  or
contents,  or any other  actions,  including  filing at or  notification  of any
official or legal person. In the event that the need to perform any such actions
occur,  Party 1 shall  undertake to perform such actions within  reasonable time
period and at its own expense.

         2.6 This Agreement and any Schedules  hereto,  as well as the financial
statements  of NWOG  Saratov  and NGEC  and any  other  information  as a whole,
transferred  in  writing  by  Party 1 and NWOG  Saratov  and NGEC or by of their
agents to Party 2, do not contain any untrue or misleading representations,  and
represent a complete,  valid and necessary  information.  There are no events or
conditions  that  have  not been  communicated  to  Party 2 in  writing,  which,
separately or in aggregate, could cause negative effect on NWOG Saratov and NGEC
or affect  negatively Party 1 and NWOG Saratov and NGEC's ability to comply with
their obligations under this Agreement.

         2.7 Party 1 and NWOG Saratov and NGEC have transferred or will transfer
to Party 2,  before  physical  exchange  under  this  Agreement,  the  financial
statements of NWOG Saratov and NGEC. The financial statements are valid, correct
and  complete in all  material  aspects  and  accurately  reflect the  financial
standing of NWOG  Saratov and NGEC and the results of their  performance  during
the  reporting  period,  and they were  prepared in  compliance  with  Generally
Accepted  Accounting  Principles (GAAP). The aforementioned  statements shall be
completed as of 31 December for two preceding annual periods subject to the GAAP
rules.

         2.8 Since the date of completion of the Financial Statements, no events
have occurred  which could cause  material  negative  effect on NWOG Saratov and
NGEC.

         2.9 Except for the items reflected in the Financial Statements in which
respect  adequate  provisions have been made, as of the date of their completion
and up to  present,  NWOG  Saratov  and NGEC  have not  assumed  any  direct  or
contingent  liabilities,  obligations,  claims or incurred any losses,  damages,
shortages,  or assumed any fixed or non-fixed,  liquid or long-term,  secured or
non-secured,  charged, absolute, presumptive or other liabilities or obligations
in respect to payments of any nature  whatsoever,  which should,  subject to the
Generally Accepted Accounting Principles,  have been reflected in such Financial
Statements, and in which respects adequate provisions should have been made, the
value of  which,  separately  or in  aggregate,  is in excess  of  25,000.00  US
Dollars.

         2.10 Except as otherwise provided in this Agreement,  as of the date of
execution of the Financial Statements, NWOG Saratov and NGEC:

         - have not made any  alterations  of their Article of  Association,  or
merged,  consolidated or been taken over in any other manner  whatsoever with or
by any person or enterprise,

         - have not issued, provided for issuance, sold, redeemed,  repurchased,
or acquired on any other manner, any options or rights of subscription, and have
not concluded  any  agreements  or made any promises to issue,  sale,  redeem or
acquire in any other manner, any securities;

         - have not assumed any debts under  borrowed  facilities,  or any other
liabilities, which value is in excess of 25,000.00 US Dollars;

         - have not  declared  for  payment or paid any  dividends,  or made any
other distributions or paid any profits to their shareholders;

         - have  not made  any  amendments  in  their  accounting  practices  or
procedures or the policy of depreciation calculation or asset retirement,  other
than  those  provided  for by the  applicable  laws  or the  Generally  Accepted
Accounting Principles;

<PAGE>

         - have not granted any loans,  credits,  or made any advance  payments,
other that payments made in the normal course of business;

         - have not  concluded  any lease  agreements  (as a leaser or  lesser),
under which NWOG  Saratov  and NGEC are obliged to receive or make any  payments
during any year, other than declared payments,  and they have not sold, assigned
or disposed  their  assets or property  in any other  manner,  or pledged any of
their  assets or  property,  or amended any  agreements,  by which  virtue their
assets or property are bound;

         - have not made any acquisitions,  in whole or partially, of any assets
or properties, or securities or a business as a whole of any persons;

         -  have  not  paid  directly  or  indirectly,  any  of  their  material
obligations  in any  manner  or way  other  than in the  normal  course of their
business;

         - have not  terminated  (and have  timely  extended)  or  received  any
notices  (which were not  subsequently  withdrawn) of  termination or failure to
extend  validity  of any  agreement,  terms and  conditions  of which bind their
assets,  property,  business,  operations,   development  outlooks,  performance
results or financial standing of NWOG Saratov and NGEC;

         - have not concluded  any  contracts  and  completed any  transactions,
         which could increase their  liabilities  materially.

         2.11 NWOG Saratov and NGEC are not in breach of any  provisions  of the
applicable law, decrees, prohibitions, judgments and do not violate any federal,
local or foreign laws,  decrees or enactments of any  governmental or regulating
bodies,  courts,  arbitration,  which  separately  or in  aggregate  could cause
material negative effect on t NWOG Saratov and NGEC.

         2.12  There  are no  unresolved  or  pending  proceedings  and no court
decrees, orders or any other judgments made by legal, governmental or regulating
bodies, including arbitration, in respect to NWOG Saratov and NGEC, or any other
claims in respect to NWOG  Saratov and NGEC's  Shares.  To the best of Party 1's
knowledge, no claims or demands by legal, governmental or administrative bodies,
including arbitration, have been made against NWOG Saratov and NGEC.

                   3. REPRESENTATIONS AND WARRANIES OF PARTY 2

         Party 2 hereby represents and warrants to Party 1 the following:

         3.1  Party 2 is a public  company  registered  with  the US  Securities
Commission,  whose stock currently  trades in the PinkSheet  Exchange under code
NDOL, and in the Frankfurt Exchange under symbol CXIA;

         3.2 Party 2 is a corporation  duly organized,  validly  existing and in
good  standing  under the laws of the  State of  Florida  and has all  requisite
corporate power and authority to own or lease its assets,  as well as to perform
its business as it is presently performed. Party 2 have undertaken any corporate
proceedings required by law or by provisions of this Agreement to be taken by it
in  connection  with  the  execution  and  delivery  of this  Agreement  and the
consummation of the transactions contemplated by this Agreement.

         3.3 Execution of this Agreement has been duly authorized by Party 2 and
constitutes the valid and binding agreement of Party 2 enforceable against Party
2 in accordance with its terms and the law.

         3.4 The execution delivery and performance by Party 2 of this Agreement
and the  consummation by Party 2 of the transactions  contemplated  hereby shall
not oblige  Party 2 to obtain any  required  consent,  approval or action of, or
make any filing with or give any notice to, any official or legal person.

<PAGE>

         3.5 The execution delivery and performance by Party 2 of this Agreement
and the consummation by Party 2 of the transactions  contemplated hereby subject
to the terms and conditions hereof shall not:

                  - violate any  provision  of the  Articles or  Certificate  of
Incorporation, by-laws or other charter or organizational document of Party2;

                  - violate, conflict with or result in the breach of any of the
terms of, result in any  modification of the effect of, otherwise give any other
contracting party the right to terminate, or constitute (or with notice or lapse
of time or both  constitute) a default under, any contract to which Party 2 is a
party or by which its assets or properties may be bound;

                  - violate any order, judgment,  injunction, award or decree of
any court,  arbitrator or governmental  or regulatory  body against,  or binding
upon,  or any  agreement  with,  or condition  imposed by, any  governmental  or
regulatory  body,  foreign  or  domestic,  binding  upon  Party  2 or  upon  the
securities, assets or business of Party 2.

         3.6 Party 2 acknowledges that all the issued and outstanding shares are
represented  by  the  single  share  class  as of the  Effective  date  of  this
Agreement.  No preferred stock, or issued options and warrants of Party 2 exist.
All of two hundred and forty-eight  million,  two hundred and fourteen thousand,
one  hundred and  fifty-seven  (248,214,157)  shares  issued by Party 2 are duly
issued and fully paid out equities without any right of additional  contribution
and free of any preferred rights,  which have been issued in accordance with the
applicable  law  of  US  and  Germany  that  governs  the  matters  of  security
circulation.  Party 2 hereby agrees to file with the relative bodies and conduct
the extra  issuance of three  hundred and fifty  seven  million,one  hundred and
eighty six thousand  and two hundred and thirty  (357,186,230)  shares  assigned
under this transaction to Party1.

         3.7 Party 2 shall  undertake  to transfer to Party1  true,  correct and
complete  copies of the Certificate or Articles of  Incorporation  (certified by
the Secretary of the State) and By-Laws or compatible  instruments (certified by
the  corporate  secretary  of Party 2). The minute  books of Party 2  accurately
reflect  all  actions  and  resolutions  taken at all  meetings  of the Board of
Directors and all General Meetings of Shareholders, as well as at the meeting of
any existing committees and commissions of Party 2.

         3.8 As of completion of transactions,  the Shares of Party 2 are issued
for Party 1, and as of their issuance and transfer  subject to Schedule 1.1 such
Shares will be duly  authorized,  issued and fully paid-out without any right of
additional payments and free if any pledges, claims or encumbrances.

         3.9  Neither  Party 2 nor its  assets  are  subject  of any  proceeding
involving voluntary or involuntary bankruptcy, insolvency or receivership.

         3.10  Since 31 March  2006,  there  has not been any  material  adverse
change in the financial standing,  assets or liabilities of Party 2, and Party 2
hereby represents that it has not:

         - engaged in any material  transaction  outside the ordinary  course of
business;

         - made any capital  expenditures  other than in the ordinary  course of
business;

         - paid,  loaned or  advanced  (other  that the  payment of  salaries or
reimbursement of expenses in the ordinary course of business) any amounts to, or
sold,  transferred  or leased any  properties  or assets to or entered  into any
other transactions with any of its officers or directors, any of its affiliates,
or any officer or director of its affiliates;

         - made any material  change in any method of  accounting  or accounting
practice;

         -  entered  into any  material  guarantees  or  otherwise  incurred  or
suffered to exist any material contingent liabilities;

         - paid or declared any dividend or other distribution in respect of its
capital  stock,  or set aside any suns for the  payment of any such  dividend or
other distribution;

         - agreed, whether in writing or otherwise, to do any of the foregoing;

<PAGE>

         -  suffered  any labor  trouble  or any  controversies  with any of its
employees.

         3.11 All agreements which materially affect Party 2 to which Party 2 is
a party or by which  Party 2 or any of its  property  is bound which exist as of
the date of execution of this Agreement have been filed as exhibits to documents
filed by Party 2 (collectively the "Contracts") with the securities and exchange
commissions.  Party 2 is not in default  with  respect to any  material  term or
condition o any such  Contract,  nor has any event  occurred  which  through the
passage of time or the giving of notice,  or both,  would  constitute  a default
hereunder.

         3.12 Party 2 is not in violation  of any  applicable  order,  judgment,
injunction,  award or decree nor it is in violation of any federal, state, local
or  foreign  law,  ordinance  or  regulation  or any  other  requirement  of any
governmental  or  regulatory  body,  court  or  arbitrator,   other  than  those
violations which, in the aggregate,  would not have a material adverse effect on
Party 2, and Party 2 has not received written notice that any violation is being
alleged.

         3.13 To Party 2's  knowledge,  there  are no  orders  to cease  trading
against its  directors or officers or any of its  affiliates  by any  regulatory
authority of the United States of America or Germany.

         3.14 To Party 2's knowledge,  there are no  investigations or inquiries
pending  against  Party 2 or its  directors  or officers by any stock  exchange,
securities  regulatory  authority,  taxing  authority or any other  governmental
department or agency.

         3.15 All books,  business  records of the corporation and the financial
statements of Party 2 as of the date of physical  performance of the exchange or
immediately  preceding  it,  will be  brought in  compliance  with and truly and
correctly reflect its financial standing.

         3.1.6  This  Agreement  and  Schedules  hereto  and  other  information
provided in writing by Party 2 or representatives thereof to Party 1, taken as a
whole,  do not contain any untrue or misleading  representations,  and represent
complete,  true and  necessary  information.  There are no facts or  conditions,
which have not been disclosed to the  shareholders  of Party 2 in writing which,
individually or in the aggregate,  could have a material adverse effect on Party
2 or  material  adverse  effect on the  ability of Party 2 to perform any of its
obligations pursuant to this Agreement.

                            4. OBLIGATIONS OF PARTIES

         Parties hereby acknowledge and agree to the following:

         4.1 Each of the Parties shall  execute such  documents and other papers
and take such  further  actions as may be  reasonably  required or  desirable to
carry out the provisions hereof and the transactions  contemplated  hereby. Each
such Party shall use its best  efforts to fulfill or obtain the  fulfillment  of
the conditions of this Agreement.

         4.2 Following the signature of this Agreement,  Party 2 shall cause the
Articles of Incorporation and By-Laws of Party 2 to be amended:

         - to set the number of directors at seven (7) or any number  designated
by Party 1;

         - to change the name of Nord Oil  International  Inc. to Nord-West  Oil
Group.

         4.3 Party 2 shall  file with the  regulatory  bodies  any and all forms
necessary  to conduct the  foregoing  in  accordance  with  securities  laws and
regulations.

         4.4 Party 2 shall cause four (4)  designees of Party 1 to be elected as
directors of Party 2.

         4.5 Following the signing of this  Agreement  Stratton D. Stevens shall
remain as the Vice  President,  I.N.  Bratchikov  shall remain as Executive Vice
President  and  Gerald  Parkin,  vice  president  shall  also  remain out of the
existing members of the Board of Directors,  while the remaining  members of the
Board of Directors shall resign through the resolution by the general meeting of
the shareholders of Party 2. The same resolution shall appoint into the Board of
Directors  four (4)  designees of Party 1.  Additionally,  by virtue of the same
resolution,  the  Chairman  of  Board  and the  President  of  Party 2 shall  be
appointed.

<PAGE>

         4.6  In  addition  to  the  foregoing,   no  other  amendments  of,  or
modifications  to, the Articles or  Certificate of  Incorporation  or By-Laws of
Party 2 shall be acceptable,  nor any amendments or modification to the Articles
of Incorporation or by-laws unless under the directives of Party 1.

         4.7 Delivery of Financial Statements

         4.7.1 As soon as  possible,  each Party  shall  provide  the  following
Financial  Statements  to the  other,  which  statements  shall be  collectively
referred to as the "Financial Statements":

         4.7.1.1  audited  balance  sheets as of the end of each of the two most
recent fiscal years or such shorter period as they (including its  predecessors)
have been in existence

         4.7.1.2 the audited  statements of income and cash flow for each of the
three fiscal years  preceding the date of the audited  balance sheet referred to
in 4.7.1.1 above or such shorter period as they Including its predecessors) have
been in existence;

         4.7.1.3 the Balance Sheet as of 31 March 2006;

         4.7.2 The Financial  Statements  referred to above, in par. 4.7.1.1 and
4.7.1.2 shall be audited by RSM  Top-Audit,  being duly  registered  and in good
standing  with the  securities  and exchange  commissions  and  certified by the
Public Company Accounting Oversight Board.

         4.7.3  Party 2 and NWOG  Saratov  and NGEC shall also  provide a letter
from its  auditors  referred to in (b) above in which the  auditors  shall state
that  they  will  be able to  complete  its  review  of each  company's  interim
financial  statements for filing, and as required by the Securities and Exchange
Commission  and provide pro forma  financial  statements  of Party 2 showing the
affects of the acquisition of NWOG Saratov and NGEC Shares, within 10 days after
the completion of the exchange hereunder.

         4.8 Except as required by any applicable  law, rule or regulation,  the
Parties shall issue a press release and make a public  statement with respect to
the  transactions  contemplated by this Agreement,  subject to the procedure and
the content provided for by the regulations of the securities commission.

                5. CONDITIONS PRECEDENT TO OBLIGATIONS OF PARTY 1

         5.1 All approvals, authorizations,  consents, permits and licenses from
governmental and regulatory bodies required for the transactions contemplated by
this Agreement and to permit the business  currently  carried on by NWOG Saratov
and NGEC to  continue  to be carried on by it  substantially  in the same manner
immediately  following  this date shall have been  obtained and shall be in full
force and effect and without conditions or limitations  reasonably  unacceptable
to Party 2, and Party 2 shall have been  furnished  with  appropriate  evidence,
reasonably  satisfactory  to it  and  its  counsel,  of  the  granting  of  such
approvals, authorizations,  consents, permits and licenses. There shall not have
been any  action  taken by any  court,  governmental  or  regulatory  body  then
prohibiting or making illegal on this date the transactions contemplated by this
Agreement.

         5.2 All consents,  permits and  approvals  from any third persons being
the  parties to  contracts  with NWOG  Saratov  and NGEC that may be required in
connection  with  the  performance  by  Party 1 of its  obligations  under  this
Agreement or the  continuance  of such  contracts  with NWOG Saratov and NGEC in
full force and effect shall have been obtained.

         5.3 No action,  suit or proceeding  shall have been  instituted  and be
continuing  or be  threatened  by any Person to restrain,  modify or prevent the
carrying  out of the  transactions  contemplated  hereby,  or to seek damages in
connection with such transactions,  or that could have a material adverse effect
on NWOG Saratov and NGEC or Party 2.

<PAGE>

         5.4 The  capitalization  of NWOG Saratov and NGEC is as  represented at
execution of this Agreement.

                6. CONDITIONS PRECEDENT TO OBLIGATIONS OF PARTY 2

         6.1 The capitalization of Party 2 is as represented at the execution of
this Agreement.

         6.2  Party  2  shall  deliver  the  resignations  and  releases  of its
directors that have resigned to permit the  appointment of Party 2's nominees as
described in this Agreement.

         6.3 Party 2 has filed with the securities  and exchange  commissions in
the United States and Germany, any and all periodic reports required to be filed
by it pursuant to Section 13(g) of the Securities  Exchange Act 1934. Party 2 is
current in such filings.  The  information  on such filing shall be furnished to
Party 1 within 3 days after the execution of this Agreement.

         6.4 Party 2 has no liabilities or assets other than those disclosed.

         6.5 Party 2 has obtained the approval of its Board of Directors of this
Agreement and the transaction contemplated hereby.

         6.6  Party 2 shall  cause a  Statement  to be filed  with the  security
exchange commissions disclosing that Party 2 has entered into this Agreement and
also the  transaction  contemplated  hereby.  Shareholders of Party 2 holding at
least a majority of its issued and outstanding  equities, as of the record date,
have approved this Agreement and the transactions  contemplated hereby either by
proxy or written consent.

                                7. MISCELLANEOUS

         7.1  To the  extent  specified  herein,  time  is of  essence  of  this
Agreement and each Party hereto agrees and  acknowledges to use their reasonably
best  efforts  to  complete  the  transactions  contemplated  hereby in a timely
manner.

         7.2 The Parties will execute and deliver  such  further  documents  and
instruments  and all such acts and  things  as may be  reasonably  necessary  or
requisite  to carry out the full  intent and  meaning of this  Agreement  and to
effect the transactions contemplated by this Agreement.

         7.3 Delivery of this  Agreement may not be assigned by any Party hereto
without the prior written consent of the other Parties to this Agreement.

         7.4 This Agreement may be executed in seven (7)  counterparts,  each of
which will be deemed as an original  and all of which will  together  constitute
one and the same instrument.

         7.5 Each Party will pay its legal expenses  incurred in connection with
the  transactions  contemplated  hereby,  whether or not such  transactions  are
consummated;  the Parties  shall share equally the cost of the  preparation  and
execution of this Agreement.

         7.6  Whenever  possible,  each  provision  of this  Agreement  shall be
interpreted  in such manner as to be effective and valid under  applicable  law,
but should any  provision  be  unenforceable  or  invalid  under such law,  such
provision shall be ineffective  only to the extent of such  unenforceability  or
invalidity,  and the  remainder  of the  Article as well as the  balance of this
Agreement shall continue to be binding and in full force and effect.

         7.7 Any notice,  request,  instruction  or other  documents to be given
hereunder by any Party hereto shall be in writing and delivered  personally,  by
facsimile  transmission  or  telex,  or sent by  commercial  overnight  delivery
service or  registered or certified  mail (return  receipt  requested),  postage
prepaid, addressed as follows:

<PAGE>

         If to CJSC North-West Oil Group:
         Registered office:
         12, letter B, Off 7N, Ul 8-ya Krasnoarmeiskaya, St-Petersburg 190103
         Postal address: 1/19, Bld. 3, Ul Makarenko, Moscow, 105062
         Tel 435 621 11 15
         Fax 495 621 13 04
         szng@szng.ru

         If to LLC North-West Oil Group Saratov:
         Regisitered office:12/16, Appr. 93, Ul Bakhmetievskaya, Saratov, 410028
         Postal Address: 47, Ul Kiseleva, Saratov, 410600
         Szng-saratov@szng.ru
         --------------------
         Tel 8452 27 31 77
         Fax 8452 27 31 78
         Postal address in Moscow: 1/19, Bld. 3, Ul Makarenko, Moscow, 105062
         Tel 435 621 11 15
         Fax 495 621 13 04
         szng@szng.ru

         If to LLC Neftegazenergo Company:
         Registered office: 84, Ul Moskovskaya, Saratov, 410600
         Postal Address: 47, Ul Kiseleva, Saratov, 410600
         Szng-saratov@szng.ru
         --------------------
         Tel 8452 27 31 77
         Fax 8452 27 31 78
         Postal address in Moscow: 1/19, Bld. 3, Ul Makarenko, Moscow, 105062
         Tel 435 621 11 15
         Fax 495 621 13 04
         szng@szng.ru

         If to Nord Oil International Inc:
         7151 Jean Talon East, suite 110
         Montreal, Quebec, Canada H1M 3N8
         Makarov@monimpex.com
         --------------------
         Tel 514 798 5454
         Fax 514 352 9436
         Postal address in Russian Federation:
         27, Bld 1-2, Ul Tverskaua-Yamskaya, Moscow 125047

                               8. CONFIDENTIALITY

         8.1 This  agreement  represents an instrument  containing  confidential
information,  in which respect  neither Parties may furnish any copies hereof to
any third  persons or disclose in any other manner about intent or  relationship
of the parties  hereunder or any other events that any Party may come to know in
the course of  execution  or delivery  of this  agreement,  except as  otherwise
provided by the requirements of the applicable law.


                              9. DISPUTE RESOLUTION

         9.1 The  Parties  agree to resolve  any  disputes  arising  out of this
agreement,  including  those  related  to its  conclusion,  validity,  delivery,
termination,  amendment,  unenforceability  or application of the effects of its
invalidity,  in the  Intraregional  Arbitration  Tribunal  (IAT) (as a permanent
court of arbitration),  the Moscow office, subject to the procedure specified in
IAT Dispute  Resolution  Guidelines.  Any disputes  shall be resolved  under the
procedure set forth in IAT Dispute Resolution guidelines.  IAT judgment shall be
final. The governing law shall be the ;aw of the Russian Federation.

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                                10. FORCE MAJEUR

         10.1 Neither Party shall be liable for default or improper  performance
of its  obligations  under  this  agreement  as a result  of  occurrence  of any
extraordinary  insuperable  circumstances  independent on the will or actions of
the parties  hereunder due to which the parties  hereunder are unable to perform
their obligations assumed under this agreement.

         In  particular,  such force  majeur  events  under this  agreement  may
include:

         -  fire, earthquake, flood and other acts of ogd

         -  riot, civil strike, insurrection or war

         -  amendment or issuance of existing or new legal and other regulations
            in the Russian  Federation  that  resulted in public  changes of the
            extent  that  hinders  proper  performance  by the  parties of their
            obligations under this agreement

         10.2 A good evidence of occurrence if the force majeur events and their
continuance  under this agreement  shall be any written  certificate of relevant
authorities.

         10.3 In event,  that performance of any obligation under this agreement
becomes  impossible  in the result of  occurrence  of any force  majeur  events,
either party hereunder shall immediately notify the other party about occurrence
of the above events.

                          11. REPONSIBILITY OF PARTIES

         11.1 A  designated  number  of  Shareholders  of Party 2  specified  in
Schedule 2. hereto shall bear secondary liability for obligations of Party 2 and
any other obligations and responsibility provided for in Schedule 1.1 hereto.

                            12. VALIDITY OF AGREEMENT

         12.1 The  agreement  come into  effect on 9 May 2006  provided  all the
terms and  conditions  specified in Schedule 1.1 to this  agreement are complied
with and remain effective until closure of payments between parties.

         12.2 The agreement may be terminated at any time during the validity at
the parties' mutual consent.  Termination of this agreement shall be executed as
a written agreement between the parties.

         12.3 In the event of failure by Party 2 to comply with its  obligations
hereunder,  Party 1 may unilaterally withdraw from performing of this agreement,
with  giving  a  relevant  notice  to  Party  2, 5 days  prior  to  termination.
Unilateral  withdrawal by Party 2 from  performing  its  obligations  under this
agreement shall not be acceptable.

         12.4 Any schedules, amendments and additions to this agreement shall be
incorporated into it and effective only when duly executed in writing and signed
by each party.

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         IN WITNESS WEREOF the parties hereto have set their hand and seal as of
the day and year first above written

         By and on behalf of
         CJSC North-West Oil Group


         President


         By and on behalf of
         Nord Oil International Inc

         President

         By and on behalf of
         LLC North-West Oil Company Saratov

         General Manager

         By and on behalf of
         LLC Neftegazenergo Company

         General Manager