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                                                                   Exhibit 10.62


                              INVESTMENT AGREEMENT

City of Moscow                                                February 11, 1998

This Investment Agreement (hereinafter, "Agreement") is entered into by and
between:

          AS EESTI FOREKSPANK, a credit institution organized under the laws of
          Estonia (hereinafter, "Investor"), with its legal address at Narva
          maantee 9A, Tallinn, Estonia, represented by its Chairman of the
          Board, Ivar Lukk, acting as a legal representative on the basis of
          applicable law and its Charter; and

          ZAO PIONEER BANK, a closed stock company organized under the laws of
          the Russian Federation (hereinafter, "Bank"), with its legal address
          at 2nd Krasnoprudny per., 7, Moscow 107140, Russian Federation,
          represented by Mikhail Rubinchik, its Chairman, acting on the basis of
          its Charter.

Investor and Bank are collectively referred to below as the "Parties", and each
of them is individually referred to below as a "Party".

                                    RECITALS

The Parties hereby acknowledge that:

     1.   Investor wishes to subscribe for and purchase a new emission of the
          common stock of Bank, equal to 35% of the total common stock of Bank
          after the subscription;

     2.   Bank wishes to issue such new emission to Investor. Bank's General
          Assembly of Shareholders has approved such emission and subscription
          by Investor, and this Agreement, in Protocol No. 24, dated February 5,
          1998; and

     3.   Prior to Investor's purchase of the shares, the Parties wish to
          cooperate to obtain the necessary governmental and regulatory
          approvals and complete certain legal procedures as described below.

NOW THEREFORE, the Parties have agreed as follows:

1.   SUBJECT OF AGREEMENT

1.1  In accordance with this Agreement, Investor hereby agrees to subscribe for
     and purchase from Bank, and Bank hereby agrees to issue and sell to
     Investor, 80,769 common registered shares of Bank (the "Shares") in Bank's
     sixth emission of shares,




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     which shall amount to 35% of the total number of common voting shares
     issued by Bank after completion of such emission. Upon such purchase,
     Investor shall own 35% of the total voting shares issued by Bank.

1.2  At the Closing (as defined in Article 3 below), the Parties shall execute a
     separate Agreement on Purchase and Sale of Additional Shares (the
     "Principal Contract") to document the issuance and sale of the Shares to
     Investor.

1.3  The Principal Contract shall include the following terms, and such other
     terms as may be required by law to implement the issuance and sale of the
     Shares to Investor:

     1.3.1 The number of Shares -- 80,769 shares.

     1.3.2 The type of Shares -- common registered shares.

     1.3.3 The form of Shares-- non-documentary.

     1.3.4 The nominal value of a Share shall be one hundred (100) Russian
           Rubles ("RUR"). (All Ruble amounts in this Agreement are set forth in
           redenominated "new" Rubles. The Parties anticipate that Bank's
           Charter will be amended accordingly.)

     1.3.5 The price per share, and the aggregate price of all Shares to be sold
           under the Principal Contract, shall be as stated in Article 1.4
           below.

     1.3.6 Settlements between the Parties shall be made in RUR in accordance
           with the exchange rate established by the Central Bank of the Russian
           Federation and effective on the date of payment.

1.4  The aggregate purchase price for the Shares shall be equal to the product
     of 1.20 multiplied by the Final Adjusted Book Value (as defined below) per
     common share of Bank, multiplied by the number of Shares purchased,
     calculated in the manner and at the time hereinafter described (the
     "Purchase Price").

     1.4.1 The preliminary Purchase Price is US$5,085,862.39, based on the
           adjusted book value of Bank as at November 30, 1997 ("Preliminary
           Adjusted Book Value"), calculated in U.S. Dollars under United States
           Generally Accepted Accounting Principles ("GAAP").

     1.4.2 The final Purchase Price shall be calculated and agreed upon using
           the Final Adjusted Book Value. "Final Adjusted Book Value" shall mean
           Preliminary Adjusted Book Value adjusted for:

          (a)  changes during the period from November 30, 1997, through the
               last day of the month immediately prior to the Closing (or such
               other date as may be agreed by the Parties);



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          (b)  resolution of any differences of opinion between the Parties
               concerning any assets or liabilities of Bank; and

          (c)  any discrepancies due to technical differences between the
               methodologies used by the Parties, Arthur Andersen and/or Price
               Waterhouse pursuant to their activities under Article 1.4.3.

     1.4.3 To determine Final Adjusted Book Value, prior to the Closing, Bank
           shall cause its outside auditor, Arthur Andersen, to prepare an
           analysis and calculate book value through the last day of the month
           immediately prior to the Closing (or such other date as may be agreed
           by the Parties) in U.S. Dollars under GAAP. Bank shall report the
           results of such calculation to Investor, including the analysis of
           Arthur Andersen, and any other data on which such results are based.
           Such calculation shall be subject to review and reasonable approval
           by Investor (who may be assisted for this purpose by Price
           Waterhouse, which will conduct its review on the basis of
           International Accounting Standards ("IAS")). If Investor does not
           agree with Arthur Andersen's calculation, then the Parties shall
           discuss and endeavor in good faith to resolve any differences of
           opinion.

1.5  In addition to paying the Purchase Price for the Shares, as a separate and
     essential condition of the purchase, Investor shall be required to provide
     certain license rights to software and management services to Bank, in a
     manner to be agreed.

1.6  The other terms of such purchase, sale and issuance shall be as set forth
     in this Agreement.

2.   OBLIGATIONS OF THE PARTIES

2.1  Investor shall:

     2.1.1 Subscribe for the Shares by executing the Principal Contract, and
           such other documents as may be required by applicable Russian
           legislation.

     2.1.2 At the Closing, make payment for the Shares by paying the Purchase
           Price to Bank in the manner required by applicable legislation.

     2.1.3 Prior to the Closing, refrain from entertaining, soliciting, or
           discussing with any prospective sellers, or agreeing to participate
           in, any sale or offer to sell to Investor, directly or indirectly,
           another Russian bank or any part thereof or interest therein.



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2.2  Bank shall:

     2.2.1 At the Closing, execute the Principal Contract, and in accordance
           therewith issue and sell the Shares to Investor. Bank shall register
           Investor in the share register of Bank as a shareholder, immediately
           after Investor has duly paid the Purchase Price for the Shares. Bank
           shall deliver to Investor an extract from the share register of Bank
           immediately after the aforementioned registration, confirming the
           transfer of ownership of and shareholder rights connected with the
           Shares to Investor.

     2.2.2 Prior to the Closing, refrain from:

          (a)  issuing any common or preferred shares, or securities convertible
               into such shares, to any third party or parties, without the
               prior written consent of Investor; or

          (b)  entertaining, soliciting, or discussing with any prospective
               purchasers, or agreeing to participate in, any purchase or offer
               to purchase, directly or indirectly, any shares of Bank.

     2.2.3 Pay all Russian Federation taxes which may be assessed in connection
           with Investor's purchase of the Shares under this Agreement,
           including any securities taxes.

2.3  Both Parties shall:

     2.3.1 Promptly upon execution of this Agreement, cooperate in good faith to
           undertake all necessary steps to obtain the following approvals (the
           "Approvals") for the transaction contemplated by this Agreement (the
           "Transaction"):

          (a)  A decision of Investor's Supervisory Board of Directors,
               approving this Agreement and Investor's performance of its
               obligations hereunder;

          (b)  Approval of the State Anti-Monopoly Committee of the Russian
               Federation;

          (c)  Approval of the Central Bank of Estonia;

          (d)  Approval of the Central Bank of the Russian Federation for
               Investor's purchase of the Shares as contemplated by this
               Agreement;

          (e)  Approval of the Central Bank of the Russian Federation for the
               increase of share capital and adoption of a restated Charter of
               Bank, as set forth in EXHIBIT 1 to this Agreement (with such
               modifications to the text of the Charter as may be requested by
               the Central Bank and agreed by the Parties); and




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          (f)  Registration of an appropriate Emission Prospectus and the Shares
               by the Central Bank of the Russian Federation.

     2.3.2 Promptly upon execution of this Agreement, cooperate in good faith to
           effect the re-registration of the Charter of Bank to permit the
           issuance and sale of the Shares, and otherwise as needed to implement
           the provisions of this Agreement.

3.   CLOSING; CONDITIONS TO CLOSING

3.1  The funding of the purchase and sale of the Shares (the "Closing") shall
     occur as follows.

3.2  Neither Party shall be obliged to complete the Closing until all of the
     following conditions precedent have been satisfied (or waived by written
     agreement, in the discretion of both Parties):

     3.2.1 Both Parties shall have completed all due diligence regarding each
           other and the Transaction, to their satisfaction, as described in
           Article 4.

     3.2.2 Both Parties shall have agreed on any adjustments to the Purchase
           Price pursuant to Article 1.4.

     3.2.3 All Approvals shall have been obtained and remain in effect.

     3.2.4 There shall not have been a material, adverse change of circumstances
           with respect to Bank and to which Investor objects; nor with respect
           to Investor and to which Bank objects.

     3.2.5 Investor shall have demonstrated to the satisfaction of Bank the
           availability of funds necessary to pay the Purchase Price to Bank, in
           a manner reasonably acceptable to Bank, not later than April 15,
           1998.

     3.2.6 Investor and Bank shall have agreed upon Bank's warranties pursuant
           to Article 5.1 below, and any qualifications or modifications
           thereto, or deletions therefrom.

3.3  At the Closing:

     3.3.1 The Parties shall execute the Principal Contract as described in
           Articles 2.1.1 and 2.2.1.

     3.3.2 Investor shall pay the Purchase Price as described in Article 2.12.

     3.3.3 Bank shall issue the Shares to Investor as described in
           Article 2.2.1.


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3.4  The Parties shall complete the Closing as promptly as possible, and in any
     event within ten (10) business days after obtaining all of the Approvals.

3.5  If the Closing has not occurred by July 31, 1998, then this Agreement shall
     terminate automatically pursuant to Article 6.2, unless the Parties have
     first agreed in writing to extend such deadline.

4.   DUE DILIGENCE

4.1  Each Party shall cooperate in good faith, and shall cause its respective
     management, employees and key shareholders to cooperate in good faith, to
     facilitate the other Party's due diligence efforts as described below.

4.2  Promptly upon obtaining all of the Approvals, each Party shall be
     entitled to conduct due diligence regarding the other Party for the
     following period of ten (10) business days. The purpose shall be for each
     Party to determine whether there has been a material, adverse change of
     circumstances with respect to the other Party (including, without
     limitation, any legal proceedings or other events materially and adversely
     affecting such Party's ability to perform its obligations under this
     Agreement, or such Party's reputation) during the period between the date
     of this Agreement and the date that all of the Approvals were obtained.

5.   WARRANTIES OF PARTIES

5.1  Bank hereby makes the warranties set forth in Articles 5.1.1 through 5.1.11
     below to Investor; SUBJECT, HOWEVER, to (a) information that Bank has
     shared with Investor prior to the date of this Agreement, and (b) such
     further qualifications, modifications and/or deletions regarding any matter
     described in Articles 5.1.5 through 5.1.11 as Bank deems necessary and
     shall have notified to Investor at least thirty (30) days prior to the
     Closing.

     5.1.1 Bank is a legal entity duly formed and legally existing under the
           laws of the Russian Federation. Bank holds License No. 3108 for the
           conduct of banking operations, issued by the Central Bank of the
           Russian Federation on October 5, 1994.

     5.1.2 The authorized capital stock of Bank consists of 610,000 shares of
           common stock, 100 RUR par value; 150,000 of such shares are issued
           and outstanding. There is no other capital stock authorized for
           issuance, except as otherwise stated in this Agreement. No shares of
           common stock are held in Bank treasury, and no shares are reserved
           for issuance, nor are there outstanding any options, warrants,
           convertible instruments or other rights, agreements or commitments
           to acquire common stock of Bank, except for the rights of Investor
           as set forth in this Agreement.



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     5.1.3 This Agreement has been duly and validly executed and delivered by
           Bank and constitutes a valid and binding Agreement of Bank
           enforceable in accordance with its terms. Bank's General Assembly of
           Shareholders has approved the Transaction contemplated by this
           Agreement in Protocol No. 24, dated February 5, 1998. Bank has all
           requisite corporate power and authority to enter into this Agreement
           and to carry out the Transaction contemplated hereby, and its doing
           so has been duly and sufficiently authorized, subject only to the
           Approvals.

     5.1.4 The execution, delivery and performance of this Agreement, and the
           performance by Bank of its obligations hereunder do not (1) conflict
           with or result in a breach of any of the provisions of the Charter of
           Bank; (2) contravene any law, ordinance, rule or regulation of the
           Russian Federation or any order, writ, judgment, injunction, decree,
           determination, or award of any court or other authority having
           jurisdiction, or cause the suspension or revocation of any
           authorization, consent, approval, or license, presently in effect,
           which affects or binds, Bank, and will not have a material adverse
           effect on the validity of this Agreement; (3) conflict with or result
           in a material breach of or default under any material indenture or
           loan or credit agreement or any other material agreement or
           instrument to which Bank is a party; or (4) constitute grounds for
           the loss or suspension of any material permits, licenses or other
           authorizations used in the business of Bank.

     5.1.5 Bank has no liabilities which are not adequately reflected or
           reserved against on Bank's most recent balance sheet furnished to
           Investor, except liabilities incurred since the date of such balance
           sheet in the ordinary course of business. Without limiting the
           foregoing, (a) there are no material unpaid leasehold improvements at
           any of Bank's facilities or locations for which Bank is or will be
           responsible, and Co) there are no material deferred rents due to
           lessors at or with respect to any of such facilities or locations.

     5.1.6 Since the date of Bank's most recent balance sheet furnished to
           Investor, except in the ordinary course of business there has not
           been (a) any material adverse change in the business, condition
           (financial or otherwise), operations, or prospects of Bank; (b) any
           material damage, destruction, or loss, whether covered by insurance
           or not, having a material adverse effect on the business, condition
           (financial or otherwise), operations, or prospects of Bank; (c) any
           entry into or termination of any material commitment, contract,
           agreement, or transaction (including, without limitation, any
           material borrowing or capital expenditure or sale or other
           disposition of any material asset or assets) of or involving Bank
           other than this Agreement; (d) any redemption, repurchase, or other
           acquisition for value of its capital stock by Bank, or any issuance
           of capital stock of Bank or of securities convertible into or rights
           to acquire any such capital stock or any dividend or distribution
           declared, set aside, or paid on capital stock of Bank; (e) any
           transfer of or right granted under any material lease, license,
           agreement, patent, trademark, trade name, or copyright of Bank;
           (f) any sale or other disposition of any material asset of Bank, or
           any mortgage,



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            pledge, or imposition of any material lien or other encumbrance on
            any asset of Bank, or any agreement relating to any of the
            foregoing; or (g) any default or breach by Bank in any material
            respect under any material contract, license or permit. Since the
            date of such balance sheet, Bank has conducted its business in the
            ordinary and usual course, and, without limiting the foregoing, no
            material changes have been made in (a) executive compensation
            levels, (b) the manner in which other employees of Bank are
            compensated, or (c) supplemental benefits provided to any such
            executives or other employees.

     5.1.7  Bank has properly filed or caused to be filed all federal, local,
            and foreign income and other tax returns, material reports and
            declarations that are required by applicable law to be filed by it,
            and has paid, or made full and adequate provision for the payment
            of, all federal, local, and foreign income and other taxes properly
            and finally due.

     5.1.8  To the best knowledge of Bank, no material investigation or review
            by any governmental entity with respect to Bank is pending or
            threatened, nor has any governmental entity indicated in writing to
            Bank an intention to conduct the same, and there is no material
            action, suit, or proceeding pending or, to the best of the knowledge
            of Bank, threatened against Bank.

     5.1.9  There are no collective bargaining, bonus, profit sharing, special
            compensation, or other trusts, funds, or special arrangements
            maintained by Bank for the benefit of its directors, officers, or
            employees, except for normal salary adjustments and bonuses
            determined in the ordinary course of business.

     5.1.10 Bank has good title, or effective and continuing leasehold rights in
            the case of leased property, to all real property and all personal
            property owned or leased by it or used by it in the conduct of its
            business in such a manner as to create the appearance or reasonable
            expectation that the same is owned or leased by it, free and clear
            of all material liens, claims, encumbrances and charges which could
            materially impair the use thereof.

     5.1.11 Bank is in substantial compliance with all, and has received no
            written notice of any substantial violation of any, laws or
            regulations applicable to its operations.

5.2  Investor hereby warrants to Bank that:

     5.2.1 Investor is a legal entity duly formed and legally existing under the
           laws of Estonia.

     5.2.2 This Agreement has been duly and validly executed and delivered by
           Investor and constitutes a valid and binding agreement of Investor
           enforceable in accordance with its terms. Investor's Supervisory
           Board has authorized Investor to enter into the Transaction and this
           Agreement by Resolution No. 4/97 on November 17, 1997. Investor has
           all requisite corporate power and authority to enter into this
           Agreement and to carry out the Transaction



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           contemplated hereby, and its doing so has been duly and sufficiently
           authorized, subject only to the Approvals.

     5.2.3 The execution, delivery and performance of this Agreement, and the
           performance by Investor of its obligations hereunder do not, (1)
           conflict with or result in a breach of any of the provisions of the
           Articles of Association of Investor; (2) contravene any law,
           ordinance, rule or regulation of Estonia or any order, writ,
           judgment, injunction, decree, determination, or award of any court or
           other authority having jurisdiction, or cause the suspension or
           revocation of any authorization, consent, approval, or license,
           presently in effect, which affects or binds, Investor, and will not
           have a material adverse effect on the validity of this Agreement; (3)
           conflict with or result in a material breach of or default under any
           material indenture or loan or credit agreement or any other material
           agreement or instrument to which Investor is a party; or (4)
           constitute grounds for the loss or suspension of any material
           permits, licenses or other authorizations used in the business of
           Investor.

     5.2.4 There is no ongoing, pending or threatened legal action or proceeding
           before any court, governmental agency or arbitrator, which may
           materially and adversely affect Bank's rights under this Agreement or
           Investor's performance of its obligations under this Agreement.

     5.2.5 Investor has complied with all applicable laws and regulations in
           entering into this Agreement and acquiring the Shares.

     5.2.6 Prior to the Closing, Investor shall have obtained sufficient funds
           necessary for payment of the Purchase Price.

5.3  Each Party shall bear civil liability to the other Party for any errors or
     inaccuracies in its warranties as set forth above, and shall indemnify the
     other Party for any damages or losses caused by such errors or
     inaccuracies, including due to any failure to complete the Transaction or
     the Closing directly caused thereby.

6.   TERM AND TERMINATION

6.1  The term of this Agreement shall commence on the date hereof and shall
     expire upon the full performance by the Parties of their obligations
     hereunder.

6.2  Notwithstanding Article 6.1 above:

     6.2.1 This Agreement shall terminate automatically as described in
           Article 3.5 above.

     6.2.2 This Agreement may be terminated by a Party as described in
           Article 8.2 below.

     6.2.3 At the option of Investor, this Agreement may be terminated if the
           Parties are



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           unable to agree on Bank's qualifications, modifications and/or
           deletions to its warranties in Article 5. l, within thirty (30) days
           after notice thereof as described in Article 5.l(b).

     6.2.4 At the option of Investor, this Agreement may be terminated if
           Investor has duly paid the Purchase Price for the Shares as described
           in this Agreement and the Principal Contract, but within 180 days
           thereafter the Central Bank of the Russian Federation has failed to
           register the Shares or the Report on the Results of the Emission, and
           as a result of such failure the emission of the Shares is deemed
           invalid under Russian law; PROVIDED, that prior to such termination,
           Bank shall have an additional 180 days after notice from Investor in
           which to cure any such failure.

     In case of any early termination as listed above, neither Party shall have
     any liability to the other in respect of this Agreement or such
     termination; PROVIDED, that in the case of termination under Article 6.2.4,
     promptly after termination Investor shall return the Shares to Bank, and
     Bank shall refund the Purchase Price to Investor.

6.3  The obligations of the Parties under Articles 6.2, 7, 9 and 10 shall
     survive the expiration or earlier termination of this Agreement.

7.   CONFIDENTIALITY; DISCLOSURES

7.1  The Parties agree that their due diligence activities under Article 4,
     negotiation and execution of this Agreement and completion of the Closing
     as described herein may involve the exchange of oral or written information
     between the Parties that is deemed confidential and proprietary by the
     disclosing Party ("confidential information"), including (for example)
     written materials that are clearly marked as confidential. Any Party who
     receives such confidential information will refrain from disclosing it to
     any third party without the advance written consent of the Party who
     disclosed such information; PROVIDED, that each Party may share such
     information with its professional advisors (upon written agreement by such
     advisors, in form reasonably acceptable to the other Party, to comply with
     the provisions of this Article).

7.2  Each Party that receives confidential information will use it for the sole
     purpose of pursuing the due diligence activities, negotiation and execution
     of Agreements, and completion of the Closing and the Transaction as
     described herein.

7.3  Each Party will also cause its employees, agents, representatives and
     professional advisors to comply with the provisions of this Article.

7.4  Upon the earlier of (a) termination of this Agreement, or (b) the Closing,
     each Party shall destroy or return to the other Party all documents or
     tangible materials containing confidential information of the other Party
     which is covered by this Article, and shall retain no copies thereof.



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7.5  In its discretion, a disclosing Party may elect to disclose certain
     information under this Article by allowing the receiving Party to review
     such information in a secure location on the disclosing Party's premises.
     The receiving Party may make notes regarding such information, but shall
     not make or retain any copies thereof.

7.6  If disclosure of any confidential information obtained by a receiving Party
     is sought by any governmental authority, then such receiving Party shall
     promptly notify the disclosing Party, and shall use its best efforts to
     cooperate fully with the disclosing party's pursuit of any or all available
     legal remedies that may be selected by the disclosing Party to maintain the
     confidentiality of the information, prior to any disclosure to such
     governmental authority. However, notwithstanding the foregoing, after
     reasonable consultation with the disclosing Party, the receiving Party
     shall be entitled to undertake any disclosure to a governmental authority
     that is mandatory under applicable law.


7.7  The preceding paragraphs of this Article 7 are not applicable to any
     information that:

     7.7.1 Was already known to a receiving Party at the time of receipt, and
           such Party can provide written confirmation that this information was
           at its disposal on the date of receipt;

     7.7.2 Is or becomes public not through any act or failure to act of the
           Party who received it; or

     7.7.3 Later is disclosed without restriction to the receiving Party by a
           third party fully authorized to do so.

7.8  Neither Party shall make any public announcements or statements regarding
     this Agreement, the Transaction or any matters relating directly thereto
     without the prior, written consent of the other, which shall not be
     unreasonably withheld where a Party has a legal obligation to make such
     announcement or statement under its national securities or banking laws or
     the regulations of any applicable public stock exchange (subject to
     necessary precautions being taken to protect confidential information as
     described under Article 7.6 and otherwise above). All such announcements,
     statements, press releases or the like shall be discussed and their texts
     agreed upon by both Parties, in advance.

8.   FORCE MAJEURE

8.1  In the event of any occurrence of Force Majeure circumstances making it
     impossible for a Party to perform completely or in material part its
     obligations under this Agreement, including, without limitation: fire,
     natural calamity, military actions, decrees of state power or other
     unforeseen circumstances, which do not depend on the action of the Parties,
     then the required time for performance of such Party's obligations under
     this Agreement shall be postponed for the period during which such
     circumstances continue.



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8.2  In the event that such circumstances continue for a period of time
     exceeding six (6) months, then each of the Parties shall be entitled to
     terminate this Agreement by written notice to the other. In such case,
     neither Party shall be held liable to the other Party for any damage
     inflicted as a result of the occurrence of the Force Majeure circumstances.

8.3  A Party that by virtue of any Force Majeure circumstances becomes unable to
     fulfill obligations as described above, shall promptly notify the other
     Party in writing about the occurrence of such circumstances.

9.   FINAL PROVISIONS

9.1  This Agreement may be amended or modified only upon written consent of the
     Parties.

9.2  Each Party shall pay its own fees and expenses incurred in connection with
     this Agreement and the Transaction. Each Party shall bear the cost of any
     brokers, advisors or finders retained by it in connection with the
     Transaction.

9.3  For purposes of coordination between the Parties in performing their
     obligations hereunder, the authorized representative of Investor shall be
     Raivo Erik, and the authorized representative of Bank shall be John
     Tierney. A Party may change such designated person by written notice to the
     other Party.

9.4  Notices or responses required by this Agreement shall be given in writing,
     and shall be deemed delivered upon the earlier of (a) the date actually
     received, or (b) the date ten (10) days after dispatch by overnight courier
     (DHL or Federal Express). Notices or responses shall be addressed and sent
     by personal delivery, registered mail or fax (with a copy by registered
     airmail) to the address of the intended recipient set forth below. The
     addresses and bank accounts of the Parties are:

        To Investor:        AS Eesti Forekspank
                            Narva maantee 11
                            Tallinn, EE0001
                            Estonia
                            Attn: Mr. Ivar Lukk, Chairman of the Board
                            Facsimile: +372-630-2506

        Bank Account:       Mezhcombank, Moscow
                            Account No.: 40805810100000000025
                            Corr. Account No. :30101810100000000143

        with a copy to:     ZAO Pioneer Bank
                            2nd Krasnoprudny per., 7
                            Moscow 107140
                            Russian Federation
                            Attn: Mr. Raivo Erik
                            Facsimile: +7 (095) 975-2964




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        To Bank:            ZAO Pioneer Bank
                            2nd Krasnoprudny per., 7
                            Moscow 107140
                            Russian Federation
                            Attn: Mr. Mikhail Rubinchik, Chairman
                            Facsimile: +7 (095) 975-2964

        Bank Account:       Corr. Account No.: 30101810400000000231
                            BIC 044579231
                            OKPO 29307376
                            OKONH 96120

        with a copy to:     Pioneer First Investment Group
                            Gazetny 5, Room 255
                            Moscow 103918
                            Russian Federation
                            Attn: Mr. John L. Tierney
                            Facsimile: +7 (095) 234-1608

9.5  This Agreement sets forth the entire agreement between the Parties relating
     to the subject matter contained herein and replaces all other prior
     agreements or understandings, whether written or oral (including without
     limitation the Term Sheet dated December 5, 1997).

10.  ARBITRATION AND APPLICABLE LAW

10.1 The Parties will use their best efforts to resolve any disputes or
     controversies arising out of this Agreement by negotiations in good faith.

10.2 If such a dispute or controversy has not been settled by negotiations
     within thirty (30) days, then the Parties hereby agree to resolve the
     dispute by binding arbitration, under the auspices of and pursuant to the
     Rules of Conciliation and Arbitration of the International Chamber of
     Commerce. The arbitration proceedings will be conducted in London, England.
     The language of the arbitration will be English. The arbitration tribunal
     will consist of three (3) arbitrators. Investor will be entitled to
     appoint one arbitrator and Bank will be entitled to appoint one arbitrator.
     The two arbitrators so appointed will choose the third arbitrator. The
     decision and award of the arbitrators may, in their discretion, require the
     losing Party to pay the legal fees and expenses of the prevailing Party.
     The decisions of such arbitral tribunal will be final and binding on both
     Parties, and enforceable by all courts with jurisdiction.

10.3 This Agreement shall be construed in accordance with the laws of the
     Russian Federation.



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<PAGE>   14


This Agreement has been signed on February 11, 1998, in the City of Moscow, in
four(4) originals, two (2) in English and two (2) in Russian, each equally
binding and valid, with both language versions intended to be identical in
meaning.


ON BEHALF OF BANK                                ON BEHALF OF INVESTOR



/s/ Mikhail Rubinchik                            /s/ Ivar Lukk
-----------------------------                    -------------------------------
Mikhail Rubinchik                                Ivar Lukk
Chairman                                         Chairman of the Board
Pioneer Bank                                     AS Eesti Forekspank





[SEAL]                                           [SEAL]






                                      -14-

<PAGE>   15




                                   EXHIBIT 1
                                RESTATED CHARTER





                                  [to follow]









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