APPROVED BY 

Shareholders’ General Meeting  

of June 22, 2000, 

Minutes # 2/2000 


	
  1
	
  Government
  of Moscow

  Moscow Registration 

  Chamber  

	
  2
	
  Registered on

  July 06, 2000 

  in Register book  

  under # 31705ir1 
Chamber representative__




                                Cherkashin V.V. (signature) 

	
  Round Seal: MOSCOW * RUSSIAN FEDERATION 

	
  Moscow
  Government*Moscow Registration Chamber 
  




ARTICLES OF INCORPORATION 

of Constrained Joint-Stock Company 

“MostNIK”

(new edition # 2)

MOSCOW 2000










1. GENERAL PROVISIONS.

          1.1.  The Constrained Joint-Stock Company
“MostNIK” which short name can be presented as CJSC “MostNIK” and which is
hereinafter also referred to as JSC (Company) has been founded in compliance
with the Federal Law “About Joint-Stock Companies” of 11/24/1995 by means
of  changing the name of the
organizational legal form of Constrained Joint-Stock Company “MostNIK”, that
was registered on May 11, 1994 by Moscow Registration Chamber under the
registration number 31705 at the legal address: 111112, Russian Federation,
Moscow, 7 Dushinskaya at Lefortovo division # 6901/0393 of “Sberbank of Russian
Federation” in Moscow. 

          1.2. The
Company is liable to reimburse all its obligations with all its property and it
acts in the Court of Law, Arbitration Tribunal and Court of Arbitration on its
own behalf.


          1.3. The
Company may have its letterheads, stamps, balance, checking and currency
accounts, seal with indication of its full name and location, and also a trade
mark, registered in line with the acting Law, an individual emblem and other
means of its visual identification.  

          1.4. The
Company shareholders include:  

                    on
American side:  

          -  American corporation “Northern Technologies
International” (previously named “Northern Instruments Corporation” hereinafter
referred as NIC, which according to the United States legislation is a legal
entity located at 6680 North Highway, 49, Lino Lakes, Minnesota, USA, and it is
represented by its President, Mr. Philip M. Linch.  

          -  Irina Roytman, passport series # 084954477
issued by the Passport Agency of New Orleans on April 26, 1996, her registered place
of residence is at 1371 Ranchland Drive, Mayfield Heights, Ohio, 44124, USA. 

               The
Russian Federation citizens:  

          - Varshal
Boris Grigorievich, passport series # 43#4579170, issued by the Internal
Affairs Department # 692 in Moscow and valid from 01/23/1997 till 01/23/2002,
his registered place of residence is at 25 Cherry St., apt.3, Linn,
Massachusetts, 01902, USA.  

          -
Yakuboskaya Tatiana Olegovna, passport series XXII-? ? # 667661 issued by
Police Station # 34 in Moscow on August 25, 1979, her registered place of
residence is at 117393, Moscow, 58/32 Profsoyuznaya St., Build. 2, apt.
42.  

2. COMPANY NAME AND LOCATION


2.1. Complete official name of the Company in Russian: 

2.2. Location of the Company: 111112, Russia, Moscow, 7 Dushinskaya St.

          Mailing
Address: 111112 Moscow, 7 Dushinskaya St. 

3. GOALS OF THE COMPANY’S ACTIVITY.

3.1. The Company’s activity is aimed at meeting general public demand
for goods and services, development of export and import of high technologies
and also making its profit. 

3.2. The subject of the Company’s activity is:  

          - marketing
and selling rust-preventing film and hard materials made of polyethylene matter
in the form of boxes, tubes and others in the territory of the Russian
Federation and that of other CIS (Commonwealth of Independent States)
countries;  

          - joint
activity aimed at founding new enterprises to manufacture production and
technical goods based on the latest achievements of science and technology,
including those processing recycled raw materials;  

	
   
	
  - collection
  of industrial waste and its utilization and realization; 

	
   
	
  - services
  related to financing and crediting of manufacturing and commercial
  projects;  

	
   
	
  -
  environment protection services; 


















	
   
	
  - services
  in the sphere of management and marketing; 
  

	
   
	
  -
  commercial, factorial and selling-purchasing activity; 

	
   
	
  - conduct
  scientific-engineering designs and implement them; 

	
   
	
  -offering
  consulting services, improving personnel skills, training and retraining of
  specialists in the Russian Federation and abroad;

	
   
	
  - creation
  of charity funds, organizing and participating in the events aimed at
  offering a helping hand to invalids and low income individuals;  

	
   
	
  -
  participation in foreign-economic activity including export-import and
  re-export operations;  

	
   
	
  - any other
  kinds of activity in line with the Company goals which are not forbidden by
  Law. 




The Company’s activities are not limited to the ones specified in
Articles of Incorporation.   The deals
outside the limits of Articles of Incorporation activity if they do not
contradict to the acting Law are also acceptable. 

3.3. In order to reach the goals the Company: 

	
   
	
  - acts as a
  founder of Joint-Stock companies and partnerships, buys safety stocks and
  shares of Joint-Stock companies and partnerships;  

	
   
	
  - contracts
  organizations, enterprises, companies and individuals to do work and offer
  services in accordance with the subject of the Company’s activity;  

	
   
	
  - in
  accordance with the acting Law purchases and sells patches of land, realties,
  needed raw materials, materials, machines and equipment both in the Russian
  Federation and abroad;  

	
   
	
  - possesses
  and offers for lease patches of land, realties, machines and equipment;  

	
   
	
  - develops
  commercial ties with legal entities and individuals including those who live
  abroad;  

	
   
	
  - uses bank
  credits;  

	
   
	
  -
  establishes divisions and agencies in line with the acting Law. 




The Company employees are subjects of social and medical insurance and
also social benefits prescribed by Law.  
The company makes payments for social and medical insurances following
the procedures and in amounts established by the acting Law. 

4. COMPANY LEGAL POSITION.


4.1. The Company is a legal entity and it has in its possession
separate property that is reflected in its accounting balance sheet.  It can on its own behalf acquire and make
use of its property rights and personal non-property rights, bear responsibility
and act in capacity of either Plaintiff or Respondent in the Court of Law. 


4.2. The Company has civic rights and carries the burden of
responsibility necessary to conduct any kind of activity which is not forbidden
by Federal Laws. 

4.3. The Company acts in economic and other spheres in line with the
acting Law and it has its individual balance, checking, currency and other
kinds of accounts in the enterprises of the Russian Federation bank system and
it makes payments outside Russia in both Russian and foreign currency.  

4.4. The Company is liable for its obligations with all the assets at
its possession.  The state and its
organizations are not responsible for the Company’s obligations and equally the
Company is not responsible for any obligations of the state and its
organizations.   

4.5. The Company is not responsible for the obligations of its
shareholders. 

4.6. The shareholders are not responsible for the Company’s obligations
and they take the risk of losing money as a result of the Company’s activity
within the limits of their share’s value. 
The shareholders who have failed to pay for their shares in full are
subject of joint responsibility for the obligations of the Company within the
limits of the outstanding value of their shares. 

4.7. If the Company’s insolvency (bankruptcy) has been caused by
actions (or lack of actions) on behalf of shareholders or other people who were
legally authorized to give commands obligatory to all employees of the Company
or had any other option to guide its activity then those shareholders and  the other people may face appendant
responsibility for the Company’s obligation in case the latter has no assets
enough to make the payments.  










5. ASSETS OF THE COMPANY.

5.1. Initially assets of the Company are formed with the assets
provided by shareholders in the form of payment for their shares. 


5.2. Payments for shares can be made with bankrolls, securities, other
valuable items or with vested or other interests that have a certain money
value. Assessment in monetary terms of the assets presented as payment for
shares can be performed on consent between shareholders of the Company  

6. COMPANY FUND.

6.1. In order to ensure the Company’s activity there has been
established the Authorized capital in the amount of forty thousand (40,000)
denominated Rubles.  The Statutory Fund
is formed with forty (40) ordinary nominal
shares with a nominal value of one thousand (1,000) denominated Rubles each.

6.2. The increase of the Authorized capital of the Company can be made
in accordance with the acting Law. 

6.3. The Company has created reserve, borrowed and other funds which
were found necessary for its functioning and social benefits of the
employees.  

6.4. The Company Reserve Fund is being formed through annual assignments
until its value reaches not less than 15% of the Authorized capital.  The amount of the annual assignments
directed into the Reserve Fund may not be less than 5% of the total net profit.


6.5. Using of the Reserve Fund is allowed in exceptional situations.  A decision to use a sum of money from the
Reserve Fund can be taken by a general shareholders meeting. 

6.6. The Reserve Fund is meant to cover loses of the Company and also
to retire bonds or for purposes of buying out shares of the Company in the
situation when no other means are available. 
The Fund may not be used for other purposes.

6.7. A list of other funds and procedures of their creation are defined
with a special Provision approved by a general shareholders’ meeting. 

7. COMPANY SHARES.

7.1. Shares are issued by the Company following the form approved by a
general shareholders’ meeting.  

7.2. The Company issues ordinary nominal shares in un-document
form.  Shareholders’ rights for the
shares are specified in the shareholder register.  


7.3. An ordinary share gives one vote at a general shareholders’
meeting and the right to receive dividends; in case of the Company’s
dissolution they will give the right to obtain a portion of its assets.  

8. PURCHASING AND DISTRIBUTION OF SHARES.

8.1. A person who has paid in full the price of his shares may get a
certificate.  A lost certificate can be
replaced with a new one for the payment of 10% of his shares’ face value. 

8.2. A share may be also obtained through an agreement with its holder,
it may be also got through right of succession (for ordinary citizens) or
through the procedure of succession (for legal entities) and also on any other
grounds in accordance with the acting Law and this Articles of Incorporation. 

8.3. Alienation of shares within the first six months of the Company
functioning requires consent of the Company represented in this case with its
highest-level body if other procedure is not prescribed by the acting Law. 

8.4. A shareholder has to make a full payment for his shares within the
term which has been imposed by a general shareholders’ meeting. 










In case of failure to pay for the shares within the specified period of
time a shareholder shall pay for the period of delay with the amount of 10% of
the annual interest on the delayed sum. 
Failure to pay for the shares within a month after the imposed term
gives the Company the right to sell them at its discretion.  

9. BOND ISSUE.

9.1. The Company issues both registered and payable to bearer
bonds.  Holders of registered bonds are listed
in a special register book. 

9.2. A lost registered bond can be replaced with payment of 10% of the
bond face value. 

10. DISTRIBUTION OF PROFITS AND COVER OF
LOSS.

SHARE DIVIDENDS.


10.1. The Company profit comes as a result of its economical activity.  Balance sheet and net profits are calculated
in line with the procedure prescribed by the acting Law and also by a special
Provision on funds and profit distribution, developed by the Company.   A portion of the Company’s profit (on
discharging of taxes) is kept under control of the Company and its management
distributes it for funds and share dividends in accordance with the Company’s
Provision on Funds and Profit Distribution and the acting Law. 


10.2. Dividends can be paid quarterly, half-annually or annually.  An interim dividend can be declared at a
general shareholders’ meeting.  Final
dividend is to be declared by general shareholders’ meeting based on the
achievements for the current year and taking into account the interim dividends
already paid. 

10.3. The Company shall pay the declared dividend.  The dividends are paid with cash or with
some other assets.  

10.4. A resolution to pay dividends, their amount and form of the
payment for each category of the shares is to be taken by a general shareholders’
meeting.  Amount of annual dividends may
not be less than the amount paid as interim dividends.  A general shareholders’ meeting can take a
resolution not to pay any dividends. 

10.5. The date when the dividends will be paid is fixed by a general
shareholders’ meeting. 

10.6. The Company does not have the right to make a decision to pay
(declare) dividends on the shares:  

	
   
	
  - until the
  whole amount of the Authorized capital is paid;  

	
   
	
  - earlier
  than it has bought out all the shares in the situation when the Law requires
  to do it;  

	
   
	
  - if at the
  moment when dividends should be paid the Company shows indications of its
  insolvency (bankruptcy) as they defined in the Legal Acts of the Russian
  Federation on Insolvency (bankruptcy) or the mentioned indications can appear
  as a result of the dividend payment.

	
   
	
  - if the
  value of its net assets is less than its Authorized capital and the Reserve
  fund or it will become less as a result of the dividend payment.  




11. SHAREHOLDERS, THEIR RIGHTS AND RESPONSIBILITIES.

11.1. Natural and legal persons both Russian and foreign may be
shareholders of the Company.  The number
of shareholders shall not exceed fifty. 


11.2. Each ordinary share provides its owner (shareholder) with equal
rights.  The shareholders in line with
the acting Law can participate in a general shareholders’ meeting with the
right to vote on all issues of his/her competence; he/she also has the right to
receive dividends and in case of the Company dissolution he/she is to receive a
portion of its assets. 

11.3. The shareholders have the following rights:  

	
   
	
  - be elected
  into management bodies of the Company; 
  

	
   
	
  -
  participate in the Company’s activity management;  

	
   
	
  - have
  access to the information reflecting the Company’s activity; 

















	
   
	
  - go to the
  Court of Law, Arbitration tribunal and Court of Arbitration in case of
  disputes, related to the Company’s activity in the situations when the issues
  could not be settled through negotiations;

	
   
	
  -
  participate in profit distribution;

	
   
	
  - receive
  dividends on his/her shares.  




11.4. The shareholders have the following responsibilities:  

	
   
	
  - to pay in
  full for their shares within the term and following the procedures imposed by
  Articles of Incorporation and the Agreement; 
  

	
   
	
  - make use
  of the Company property the way it should be used and take measures to keep
  it in good condition;  

	
   
	
  - to comply
  with provisions of Articles of Incorporation and with the resolutions taken
  by a general shareholders’ meeting;  

	
   
	
  - keep in
  secret all confidential information related to the Company’s activity. 




11.5. The Company has to fill out the Shareholders register and keep it
in accordance with legal Acts of the Russian Federation not later than one
month since the date of its state registration.  

12. COMPANY MANAGEMENT BODIES.

12.1. The superior body of the Company management is a general meeting
of its shareholders.  

12.2. An annual general shareholders’ meeting is to be held not earlier
than two months and not later than six months since the end of the Company’s
fiscal year.  

12.3. An annual general shareholders’ meeting considers an issue of
electing the Company executive body and the Auditory commission; it also
appoints the Auditor of the Company and considers the Company annual report,
which is presented by its executive body and also other documents.  Conducted, besides annual, general
shareholders’ meetings are considered to be the highest priority. 

12.4. The date, the agenda and procedure of holding a general
shareholders’ meeting, procedure of notifying shareholders about it, list of
the materials (information) which is to be presented to shareholders during
preparation of the general shareholders’ meeting must be approved by a general
shareholders’ meeting in accordance with provisions of the Federal Law on
Joint-Stock companies.  

12.5. The Chairman of the meeting should be elected from the
shareholders.  He shall not take any
positions inside other bodies that run the Company.  In case of equal number of votes a vote by the Chairman can be a
casting one.  


12.6. All issues on the agenda should be settled through voting
process.  If a shareholder fails to
attend the meeting he should give a power of attorney to his
representative.  If such a power of
attorney has not been presented, the shareholder is considered as the one who
did not participate in the voting. 

12.7. Making changes and amendments to Articles of Incorporation, or
approval of a new edition of Articles of Incorporation, reorganization of the
Company, its dissolution, appointment of members of a liquidation commission,
approval of an interim and final liquidation balances, assessment of a maximum
size of the declared shares, striking big bargains connected with acquisition
and alienation of the Company assets should be approved by a general shareholders’
meeting with the three fourth of votes of shareholders, who are holders of the
shares participating in the voting which attended the general shareholders’
meeting.  

12.8. A shareholder and his representative can attend a meeting only in
case when all the accounts related to their shares have been settled.  

12.9. Competency of the general shareholders’ meeting covers the
following issues: 

a) making amendments and additions to Articles of Incorporation and
approving a new edition of Articles of Incorporation; 

b) reorganization of the Company;  


c) dissolution of the Company, appointment of a liquidation commission
and approval of interim and final liquidation balances;  










d) considering the number of members of the executive body, electing the
members and termination of their authority before the appointed time; 

e) considering of the ultimate size of declared shares; 

f) increasing of the Authorized capital by means of increasing the
shares’ face value or by means of additional stock flotation; 


g) decreasing of the authorized capital by means of decreasing the
shares’ face value, with purchasing by the Company a portion of the shares in
order to decrease their total number or by means of retiring bonds which had
not been paid in full pursuant to the Article 29 of the Federal Law on
Joint-Stock companies, and also by means of retiring by the Company of acquired
and bought out stocks in accordance with Paragraph 3 of Article 72 and
paragraph 2 of the Paragraph 6 of Article 76 of the Federal Law on Joint-Stock
companies; 

h) formation of an executive body of the Company, termination of its
authority before the appointed time if in accordance with Articles of
Incorporation settling these kinds of issues is not a subject of competence of
the Company’s Board of Directors; 

i) election of an auditory commission, the Auditor, and termination of
their authority before the appointed time. 

j) commissioning the Company Auditor; 

k) approving of annual reports, accounting balances, balances of gains
and loses and distribution of the Company’s profits and loses; 

l) making a decision not to use the shareholder’s right of priority
which is specified in the Article 40 of the Federal Law on Joint-Stock
companies to acquires shares of the Company or its securities; 

m) procedure of holding the general shareholders’ meeting; 

n) formation of a returning board; 

o) considering a form of materials (information) which the Company will
use to notify its shareholders including selection of publishing companies in
case such a notice should be published in the press; 

p) splitting and consolidation of shares; 

q) striking big bargains connected with acquisition or alienation of
the Company’s assets in the cases that have been stipulated in the Law on the
Joint-Stock companies; 

r) striking bargains presenting special interest in the cases that have
been stipulated in the Law (Article 83 of the Federal Law on Joint-Stock
companies); 


s) acquiring and redemption of placed shares of the Company in
situations that have been stipulated in the Law on Joint-Stock companies; 

t) participating in holding companies, financial and industrial groups
and other commercial organizations; 

u) considering other matters that have been stipulated in the Law on
Joint-Stock companies;  

          - Issues
specified in Paragraphs from a) to c) are subject of exclusive competence of a
general meeting and they cannot be settled by an executive body of the Company
and related to section 12.9 of the current issue.   

The issues related to the exclusive competence of the general
shareholders’ meeting can not be offered for settlement by the Board of
Directors (Supervisory Board) of the Company except for the issues related to
making changes and additions to Articles of Incorporation, that are connected to
the increase of Authorized capital of the Company in accordance with the
Articles 12 and 27 of the Federal Law on Joint-Stock companies. 

12.10. General Shareholders’ meeting has no right to discuss and make
decisions on issues which are not within its competence according to the
Federal Law on Joint-Stock companies. 

12.11. The procedure of adopting resolutions at a general shareholders’
meeting is the following:  

          - except
for the cases specified by the Federal Law the right to vote on the issues on
agenda of a general shareholders’ meeting will belong to: 

          shareholders
who hold preference shares of the Company in cases stipulated by the Federal
Law on Joint-Stock companies and Articles of Incorporation of the Company;  










          shareholders
who hold ordinary shares of the Company; 

          A voting
share of the Company is an ordinary or preference share that gives to its
holder the right to vote the issues put on the vote.  In case when a preference share provides its holder with more
than one vote at the moment of counting votes each vote of such a share is
counted as a separately voting share.   


          -
Resolution by a general shareholders’ meeting on an issue which was put on vote
can be adopted with majority of shareholders namely those who hold the voting
shares of the Company and who attended the meeting if for a resolution to be
adopted the Federal Law has not demanded a bigger number of shareholder’s
votes.   

          Counting
votes at a General shareholders’ meeting on the issue that was put on the vote
when the right to vote is given to holders of both ordinary and preference
shares of the Company should cover all voting shares combined if a different
procedure has not been imposed by the Federal Law on Joint-Stock companies and
Articles of Incorporation of the Company. 

          -
Resolutions on the issues specified in the Paragraphs a), l), and o)-t) of the
Provision 12.9 of the Article can be adopted by a General shareholders’ meeting
only when they had been proposed by the Board of Directors (Supervisory Board)
of the Company if another procedure has not been imposed by Articles of
Incorporation of the Company.

           -
Resolutions on the issues specified in the subparagraphs a)-c), e) and t) of
the Provision 12.9 of the Article can be adopted by a General shareholders’
meeting by majority of three fourth of the voting shareholders, holders of the
voting shares, who took part in the general shareholders’ meeting. 

          - The
procedure of adopting resolutions at the shareholders’ meeting on the procedure
of holding the General shareholders’ meeting is guided by Articles of
Incorporation or by in-house documents of the Company which had been adopted by
resolutions of general shareholders’ meetings.

           - General
shareholders’ meeting has no right to adopt resolutions on the issues that have
not been included into the agenda of the meeting and it also cannot change the
agenda. 


          -
Information on resolutions adopted by the General shareholders’ meeting and
also voting results should be brought to the shareholders attention following
the procedures and within the terms specified in the Federal Law on Joint-Stock
companies and Articles of Incorporation of the Company, but not later than 45
days since the date the resolutions have been adopted.

           -  A shareholder has the right to appeal in the
Court of Law a resolution which has been adopted by a shareholders’ meeting if
it was done in violation of the Federal Law on Joint-Stock companies or other
Legal Acts of the Russian Federation and Articles of Incorporation of the
Company in case if he did not participated in the general shareholders’ meeting
or voted against the resolution and the latter violates his rights or
legitimate interests.  On considering
the situation from all points of view the Court has the right to uphold the
disputed resolution if the voting by the shareholder could not affect results
of the voting and the violations committed are not sufficient enough and the
resolution has not resulted in loses to the shareholder. 12.12. General meeting
elects the Board of Directors.  

          - The Board
of Directors conducts general management of the Company’s activity, excluding
decision making on the issues that are subject of exclusive competence of the
general shareholders’ meeting pursuant to the Federal Law on Joint-Stock
companies.  

          - Based on
a resolution by the general shareholders’ meeting members of the Board of
Directors during their period in office can receive bonus payments and (or)
their expenses caused by their performing the duties of members of the Board of
Directors shall be reimbursed.  The
amount of such bonus payments and reimbursements should be fixed in a resolution
by a general shareholders’ meeting.  

12.13. The competence of the Board of Directors covers issues related
to general aspects of managing the Company’s activity and it excludes the
issues that the Federal Law on Joint-Stock companies defies as subjects of
exclusive competence of the general shareholders’ meeting. 











The exclusive competence of the Board of Directors covers the following
issues:  

	
   
	
  a)
	
  selection of
  priority spheres of the Company’s activity; 

	
   
	
  b)
	
  convening of
  annual and special general shareholders’ meetings except for the situations
  specified in Paragraph 6 Article 55 of the Federal Law on Joint-Stock
  companies; 

	
   
	
  c)
	
  approval of
  a general shareholders’ meeting agenda; 

	
   
	
  d)
	
  specifying
  the date by which the list of the shareholders with the right to vote at the
  general shareholders’ meeting should be completed and settling other issues
  in its competency as it is specified in Chapter 7 of Federal Law on
  Joint-Stock companies and related to preparation and holding of the general
  shareholders’ meeting; 

	
   
	
  e)
	
  bringing to
  the General shareholders’ meeting consideration the issues specified in
  subparagraphs b), l), o) - t) of the Provision 12.9 of the article; 

	
   
	
  f)
	
  increase in
  the Authorized capital of the Company by means of increasing shares’ face
  value or by means of the Company stock floatation within the number and
  category (type) of the declared shares if it has received such a right in
  accordance with Articles of Incorporation or by resolution of a general
  shareholders’ meeting; 

	
   
	
  g)
	
  floatation
  of the Company bonds and other securities if other measures have not been
  provided by Articles of Incorporation of the Company.

	
   
	
  h)
	
  calculation
  of the Company assets market value in accordance with Article 77 of the
  Federal Law on Joint-Stock companies; 

	
   
	
  i)
	
  acquisition
  of the shares floated by the Company and also bonds and securities in the
  cases specified in the Federal Law on Joint-Stock companies;

	
   
	
  j)
	
  creation of
  an executive body of the Company and termination of its functioning
  ahead-of-schedule, fixing bonus payments for its members and reimbursements
  if Articles of Incorporation define that as a sphere of their competence;

	
   
	
  k)
	
  recommendations
  on amount of bonus payments and reimbursements for members of the Auditory
  commission (the Auditor) and fixing the fee for an auditor’s services; 

	
   
	
  l)
	
  recommendations
  on amount of a dividend on the shares and procedure of its payment; 

	
   
	
  m)
	
  using of the
  Reserve and other funds of the Company; 

	
   
	
  n)
	
  approval of
  in-house documents of the Company which specify pattern of the Company managing
  bodies activity; 

	
   
	
  o)
	
  use of
  reserves other company funds.

	
   
	
  p)
	
  making
  decisions on the Company’s participation in other entities excluding the case
  provided in the subparagraph t) of the Provision 12.9 of the article; 

	
   
	
  q)
	
  striking big
  bargains connected with acquisition or alienation of the Company’s assets in
  cases stipulated in Chapter 10 of the Law on the Joint-Stock companies;

	
   
	
  r)
	
  striking
  bargains stipulated in Chapter 11 of the Law on the Joint-Stock companies; 

	
   
	
  s)
	
  other issues
  stipulated in the Law on the Joint-Stock companies; 




The issues that appear the subjects of the Company’s Board of Directors
exclusive competence can not be brought to the consideration by an executive
body of the Company. 

12.14. The meeting appoints the Company’s General Director who
represents the sole executive body of the Company. 


          The
executive body’s competence covers all issues of managing the Company’s
everyday activity excluding the ones that are subjects of the exclusive
competence of the general shareholders’ meeting. 

          The
executive body of the company arranges a procedure of implementation of
resolutions of the general shareholders’ meeting and the Board of Directors. 

          The General
Director acts on behalf of the Company without a Power of attorney including
among others his acting in the Company’s interests, striking bargains on behalf
of the Company, approval of its personnel list, issuing instructions and
guidelines which are binding for all the Company’s personnel. 










12.15. General Director of the Company presents to a general
shareholders’ meeting for approval members of the Executive Committee that
consists of the General Director Deputy and heads of the main departments of
the Company.

The Executive Committee is a collective executive body of the Company
acting in line with Articles of Incorporation of the Company and also an
in-house document which has been approved by the Board of Directors and it
specifies terms and procedures of calling and holding the Committee’s meetings
and also procedure of its decision making. 
At the Executive Committee meetings the General Director acts as its
Chairman; he signs all the documents on behalf of the Company and signs the
minutes of the Executive Committee. 

13. REGISTRATIONS, ACCOUNTING AND INSPECTION.

13.1. With a view of monitoring financial and economic activity of the
Company a general meeting of shareholders elects members of Auditory Commission
(the Auditor) of the Company.  

13.2. The procedure of the Company’s activity is specified in an
in-house document of the Company approved by a general shareholders’ meeting. 

13.3. Inspection (auditing) of financial and economic activity of the
Company is held on availability of results of the Company’s activity for the
year and also at any time on initiative of the Auditory Commission, resolution
of a general shareholders’ meeting and at demand by a shareholder
(shareholders) who holds not less than 10% of the voting shares.


 13.4. At request by the
Auditory Commission of the Company the persons working as officers in
managerial bodies present documents on financial and economic activity of the
Company. 

13.5. The Auditory Commission has the right to demand that an
out-of-time general shareholders’ meeting should be convened.  

13.6. The Auditory Commission members can not be at the same time
members of the Executive Committee or act in capacity of members of managerial
bodies of the Company.  

13.7. The shares that are held by members of the Executive Committee or
by the persons who have positions in managerial bodies of the Company can not
participate in voting to elect members of the Auditory Commission. 

13.8. The Auditor performs control of financial and economic activity
of the Company in accordance with the Legal Acts of the Russian Federation and
in compliance with the Agreement concluded between him and the Company. 

13.9. A general shareholders’ meeting approves the Auditor of the
Company.  His fee can be fixed by the
general shareholders’ meeting.  

13.10. The Company’s fiscal year runs from January 1 till December 31. 

13.11. The responsibility for arranging, condition and trustworthiness
of the Company’s accounting, presenting an annual report and other financial
reports to designated bodies and also reports to shareholders, creditors and
into mass media organizations on the Company’s activity on timely basis is laid
on the executive body of the Company in accordance with the Federal Law on
Joint-Stock companies and other Legal Acts of the Russian Federation. 

13.12. Trustworthiness of the information can be confirmed by the
Auditory Commission. 

13.13. The Company shall keep the following documents:  


          - Articles
of Incorporation of the Company, amendments and additions to the Articles of
Incorporation, resolutions on its creation, and certificate of the state
registration of the Company;  

          - documents
supporting the Company’s rights for its assets on its balance;  

          - in-house
documents of the Company which have been approved by a general shareholders’
meeting and by other executive bodies of the Company;  

          -
provisions related to a division or an agency of the Company;  

          - annual
financial report;  

          - prospect
of the Company’s shares emission;  

          -
accounting documents;  

          - documents
containing financial reports which should be submitted to designated
bodies;  










          - minutes
of general shareholders’ meetings, and also meetings of the Auditory Commission
and a collective managerial body of the Company (Executive Commission);  


          -lists of
affiliated persons of the Company containing information on the number and
category of the shares they hold;  

          -
conclusions by the Auditory Commission, the Auditor and also by the state and
municipal bodies of fiscal control;  

          - other
documents provided by the acting Legislation, the Articles of Incorporation,
in-house documents of the Company, resolutions of general shareholders’
meetings and managerial bodies of the Company. 


13.14. The Company keeps the abovementioned documents in places at the
location of an executive body or in some other place that is known and
accessible to each of the shareholders, creditors and other persons who may
have interest in obtaining this kind of information. 

14. LIQUIDATION AND REORGANIZATION OF THE
COMPANY.

14.1. The Company’s activity can be terminated: 

          - pursuant
to the ruling by a state Arbitration Court or the Court of Law when the Company
becomes insolvent or in the cases of systematic or defying violations of the
Law;  

          - pursuant
to the resolution by a general shareholders’ meeting of the Company. 

14.2. Voluntary termination of the Company can be done by a Liquidation
Commission appointed by a meeting of shareholders. 

14.3. Since the moment the Liquidation Commission was appointed it
receives the authority to control the Company’s affairs.  The Liquidation Commission evaluates
available assets of the Company, finds its debtors and creditors and makes
payments to them.  It also generates a
liquidation balance that is to be presented to a shareholders’ meeting. 

14.4. Monetary funds at the Company’s possession including earnings
received from selling out of its property during the liquidation, after paying
due budget sums and wages to the employees are distributed by creditors and the
liquidation Commission between shareholders of the Company following the
procedures and meeting conditions specified in an agreement between the
shareholders and prescribed by the acting Law. 


14.5. The Liquidation Commission is responsible with its property for
the damage inflicted on the Company, its shareholders and also third parties in
accordance with the acting Law. 

14.6. During reorganization of the Company all of the documents
(managerial, financial, economical, those related to the staff and others) are
to be transferred to a successor in accordance with the existing
regulations.  


In the situation when a successor is not available the documents which
are subject of permanent keeping or those of scientific or historic importance
should be transferred to a state storages or archives of the conglomerate
“Mosgorarkhiv”; documents related to the staff (orders, personal files and
cards, personal accounts et al) should be sent for keeping to the Archive of
the Administrative district in which territory the Company is located.  Assignation and arranging of the documents
should be performed by the personnel of the Company or at its expense in
accordance with requirements by achieve bodies.  

15. MAKING CHANGES AND ADDITIONS TO THE
ARTICLES OF INCORPORATION.

15.1. Making changes, additions and approval of a new edition of the
Articles of Incorporation of the Company can be performed following the
resolution of a general shareholders’ meeting that has been adopted by majority
of three fourth of the voting shares. 

15.2. The changes and additions and also a new edition of the Articles
of Incorporation take effect for a third party persons only starting the moment
of a state edition. 










SHAREHOLDERS: 

	
  Varshal B.G.
  (signature) 

	
  Roytman I.
  (signature) 

	
  Yakuboskaya
  T.O. (signature) 

	
  Philip M.
  Linch (signature) 

	
  On behalf of
  the Company “Northern Technologies International” 






	
 1

  	
  Government
  of Moscow

	
  Moscow
  Registration 

	
  Chamber  

	
 6
	
  Totally Laced up and

	
  Numbered__11
  pages.  

	
  June 28, 2000

	
  Chamber
  representative__






	
  Round Seal: MOSCOW * RUSSIAN FEDERATION 

	
   Moscow Government*Moscow Registration
  Chamber

	
   

	
  Round Seal: MostNIK * Constrained
  Joint-Stock

	
  Company,
  Registration number 31705, Moscow