The
      contract is registered

                
	 
      	
                  #
      03.3/154

                
	 
      	
                  August
      06, 2007.

                


        

      

      


      Residential
investment contract

            To
construction of tenement dwelling house, Kurortniy boulevard, Khostinskiy
district, Sochi city.

      


      Between
Administration of Sochi city in name of Deputy of Mayor of Sochi
city

      Velichko
Pavel Your’evich from one side and LTD “Somo”, in name of director Plavnik Roman
Genrikhovich, from the other.

      


      The
additional agreements to the contract are registered:

      #____________

      “_______”2000_

      #____________

      “_______”
2000_

      
         

      

      
        

      

       

      The
Administration of Sochi city, named hereinafter “Administration”, in name of
Deputy of Mayor of Sochi city Velichko Pavel Your’evich, operating on basis of
Sochi city Regulation and Resolution of Mayor of Sochi city from March, 28, 2005
#1180 “About additional measures for stimulating of investment in Sochi city”
from one side,

      LTD
“Somo” in name of director Plavnik Roman Genrikhovich, operating on basis of
Regulation, named hereinafter “Investor” from the other side, named hereinafter
at joint naming “Sides”, on groung of appeal from________#________ conclude this
contract, named hereinafter “Contract”, about following:

      


      
        	
                 
      

              	
                1.

              	
                Terms
      and their interpretation

              


      

      


      The terms, used in this Contract have
the following meanings:

      Residential investment project
(Project) – foundation of economical advisability, range and terms of
fulfillment of capital investments , included necessary project-estimate
documentation, worked out according the legislation of Russian Federation and
normative and rules, approved in established order and description of practical
actions on fulfillment of capital investment (business-plan)


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      The object of investment (Object) –
tenement dwelling house, Kurortniy boulevard, Khostinskiy district, Sochi city,
by approximate area of 15 791 (fifteen thousand seven hundred ninety
one)sq. m., for construction of f which, Investor directs his own and/or
obtained funds.

      Investment – cash resources,
securities, the other property, including property rights, the other rights,
having monetary evaluation, investing in object of business and/or another
activity in order of profit earning and/or achieving another avail
effect.

      Administrative document –
administrative act of organ or official person of administration, which is
sufficient ground for realization of arrangements within the Project, according
operating order.

      Technical documentation – the specified
number of project and technical for complete volume of work and services,
necessary for fulfilling the construction and putting into operation, working
out according to constructive normative and rules (CNR), operating in Russian
Federation.

      Executive documentation – full
specified number of Project documentation (text and graphic materials) with
changes, clarities and additions, introduced into it, made during the works,
reflecting the physical condition of the object on the moment of putting it into
operation with the supplement of all necessary documents, provided by
Constructive normative and Rules.

      Building yard (Yard) – the site for
construction of buildings and structures of the Object or it’s parts, assigned
in established order for the whole period of construction.

      Total area of the Object – the sum of
areas (usable, for general use, for engineering purpose) of all floors,(
including technical, basement and attic), measured along the inner surface of
walls.

      Actual living area of the Object- total
area of the dwelling flats (housing resources)

      Total area of commercial immovable –
total area of the objects of nutrition, municipal servicing, hotel-entertaining
purpose)

      Total non-living area – total area of
non-living (uninhabitable) apartments, including usable area, for general use, (
fight of stairs, entryways, elevators and so on), engineering purpose
apartments, areas of build-in parking places, basements, attics.

      Approximate investment range –
investment range, necessary and sufficient for realization of
Project.

      Parcel of land – according the demands
of p.6 of Land code of Russian Federation – the part of land surface (including
soil layer), confines of which are described and proved in established order,
total area – 3 706 sq.m. (three thousand seven hundred and six), situated
nearby #105/5, Kurortniy boulevard, Khostinskiy district, Sochi city, Krasnodar
region, Russian Federation. Cadastre #:23:49:03 02 031:0093.

      The
Investor takes on lease the Parcel of land according the Contract on tenancy
from 22.05.2006, #4900003888  to 01.03.2011.

      
        1.1. 14.
Contract – this contract with all the supplements, additional Agreements to the
Contact, registered and signed in established order by representatives of Sides
in term of Contract.

      

      1.1.15.
Investor – operating according the legislation of Russian Federation legal
person, carrying out the financing and organization of the whole Investment
project for his own, borrowed and obtained funds.

      1.2. The
other terms and concepts, used in this Contract, have strict sense, if the Sides
don’t specify another meaning.

      


      2. The
subject of the Contract.

      


      2.1. The
Investor obliges to fulfill the construction of the Object on the Parcel by his
own and/or obtained funds in the context of realization of investment
project.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

      

      The term
of completion of the construction – 2 quarter of 2009.

      2.2. The
final area of construction, type, number of stories of a building, nomenclature
and configuration of apartments in designed building and the term of putting
into operation and also the necessary rate of investment are determined by
confirmed project documentation under established order and having come to
agreement between Sides in Additional contract to this contract.

      2.3.
According the conditions of this Contract, the Investor by his own and/or
obtained funds provides design, construction, putting into operation of the
Object. The investment rate is  defined more exactly in accordance
with project-estimate documentation, proved in established order and is
confirmed by corresponding additional agreements to this Contract.

      2.4. The
Investor takes part in development of social, engineering and transport
infrastructure of Sochi city by passing in municipal property of 9,4% (nine
whole number, four tenth percent) of total area of the Object.

      2.5.
90,6% (ninety whole number six tenth percent) of total area of the Object passes
into ownership of the Investor.

      2.6. The
concrete property which are to be passed into Investor’s ownership on the final
analysis of realization of the Project is determined on basis of act about
Project realization results, signed by the Sides.

      2.7. If
during the realization of the Contract, the Investor provides extension of
areas, supposed in Contract, practically formed area are distributed in the same
proportions as the main area.

      2.8. The
registration of property rights of the Sides upon the results of realization of
the Contract is done according the Federal law of Russian Federation from
21.07.1997 #122-ФЗ “About state
registration of rights on immovable property and bargains with it”

      2.9.
After finishing the construction and putting into operation of the Object , the
Investor sells not less the 10 %(ten percent) of created areas with obtaining of
municipal operator on realization of priority national project: “Available and
comfortable dwelling – to citizenry of Russia”

      2.10 The
conditions of this Contract are distributed, within the term of the Contract, on
all the built on the Parcel constructions and structures , not depending of
terms of their erection and putting into operation

      2.11 The
Investor has the priority right to buying of share in Administration property,
provided by this Contract. Stated acquisition can be realized from the moment of
the signing of the Contract under prices, came into agreement by the
Sides.

      2.12.
Right to using land after putting the Object into operation are determined by
legislation of Russian federation.

      3. Terms
and stages of the works upon the Contract.

      


      3.1. The
first stage.

      Content
of the works of first stage:

      3.1.1.
Working out, concordance and proving the preproject and project-estimate
documentation at the expense of Investor and/or obtained funds in established
order.

      3.1.2.
Getting the construction  permit by established  order,
pointed out in 1.1.2. of this Contract.

      3.1.3.
Fulfillment of Technical conditions by established order at the expense of the
Investor.

      3.1.4.
Preparing of the Building yard for construction of the Object.


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      The
beginning of the stage – entry into force this Contract.

      The
finishing of the stage – getting the construction permit.

      The
duration of the stage – not longer than 9(Nine) months from the signing of the
Contract.

      


      3.2. The
second stage.

      Content
of the works of the second stage:

      Execution
of construction and other works, necessary for putting the Object into
operation.

      The
duration of the stage is determined on basis of project documentation, according
to CNandR and approved by sides by Additional agreement to the
contract.

      The
beginning of the stage – getting the construction permit.

      The
finishing of the stage – getting putting into operation permit.

      


      3.3. The
third stage.

      Content
of works of the third stage:

      
        	
                 
      

              	
                -

              	
                regulation
      of disputes and claims;

              


      

      
        	
                 
      

              	
                -

              	
                the
      signing by Sides of Act about the results of Investment project
      realization;

              


      

      
        	
                 
      

              	
                -

              	
                registration
      of property rights of the Investor in accordance with the
      Contract.

              


      

      The
beginning of the stage – getting putting into operation permit.

      The
finishing of the stage – registration of property rights of the Investor to
accomplished construction objects.

      The final
term of realization of the Contract is defined by the Sides more exactly after
getting by established order entire legal, starting- permitting and project
documentation on basis of Construction normative and Rules and mentioned in
additional agreement to this Contract.

      3.4. In
case of untimely execution of obligations of Sides, according to this Contract
in part of term of realization of Investment project, the term of the
realization of the stages, change in proportion by additional agreement between
the Sides.

      


      4.
Obligations of the Sides.

      


      4.1. The
Administration obliges:

      4.1.1. To
render the Investor assistance in realization of the project in the questions of
the Administration competence, including the providing the preparation and
ratification of administrative documentation, necessary for realization of the
Project within the legislation of Russian Federation.

      4.1.2.
After putting the Object into operation and fulfilling all the obligations of
Sides upon realization of Investment project, to provide the registration of act
about the results of Investment project realization by established order under
condition of providing by the Investor all the necessary documents.

      


      4.2. The
Investor obliges:

      4.2.1. To
provide the guarantees to the Administration according the p.6 of this Contract
in two months from the moment of signing of the contract.


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      4.2.2. To
work out, come to agreement and approve in established order preproject and
estimate-project documentation at the expense of his own and/or obtained funds,
and to produce it to Administration during the term, stated in p.3.1. of this
Contract.

      4.2.3. To
provide the financing and realization of the Investment project in full range at
the expense of his own and/or obtained funds  according the
obligations of the Contract and putting the objects to Commission on putting the
objects into operation.

      4.2.4. To
provide the month’s, not later than 15th of month, following the current one,
covered in report, presentation to the Sochi Administration(in name of
department of city development) of report about fulfilled works, provided by
p.p.3.1,3.2 of the Contract.

      4.2.5. To
fulfill the construction by concluding the general contract and putting the
objects into operation in terms, determined by this Contract and with quality
according the CN&R.

      4.2.6. To
recommend to building, project, real state organizations to be registered in Tax
department of Sochi in established order.

      4.2.7. To
fix the wages at recommended by Administration rate, according the corresponding
legal-normative acts.

      4.2.8. To
assign the areas, determined by p.2.4. of the Contract in municipal
property.

      4.2.9. To
provide at his own expensive the payment and fulfillment of Technical Conditions
in established order.

      4.2.10.
After the concluding the Contract at his own or obtained funds to provide the
fulfilling of the conditions of mastering and maintenance of building yard,
according the established normative and rules, including providing the guarding
and safety of property, cleaning of building yards and the street, bordering
them.

      4.2.11.
Don’t use the objects at the purposes, not determined by the
Contract.

      4.2.12.
To make the decision about the form of management of property complex in case of
obtaining the funds of co-investors.

      4.2.13.
To provide at the expense of his own or obtained funds the engineering
preparation of the territory according the Technical Conditions.

      4.2.14.
To provide at his own or obtained expensive the financing of certification of
buildings .

      4.2.15.
To render to the Administration all the project documentation and provide the
easy access to the territory of building yard

      4.2.16.
To provide the registration of property rights at his own or obtained funds in
established order.

      


      4.3. The
Sides oblige:

      4.3.1.
Not to operate to the prejudice of one another and to promote the cooperation
with the third Sides.

      


      5. The
term of Contract.

      This
Contract comes into force from the moment of the signing and is acting until the
Sides fulfill their obligations according the Contract.

      


      6.
Insurance arrangements.

       Additional
guarantee of fulfilling of obligations, conditions and duties according the
Contract in fixed term and proper quality is Investor’s rendering of Insurance
arrangements according the Resolution of City Meeting of Sochi #350, November,
21, 2005 “About obligatory property insurance of city Administration under
Investment contracts”

       

      
        
           


        

        
           


          
            

          

        

        
           


        

      


      7.
Transfer of rights according the Contract.

      7.1. The
Investor has right to transfer his rights and obligations according this
Contract to the third persons in case of taking obligations, conditions and
duties of the Contract upon themselves pro rata of taking part in the
realization of the Investment project without the prolongation of term of
construction of the object.

      7.2.
Transfer of rights and obligations according the Contract is registered by
contract, which is concluded between Investor and co-investor under the demands
of current legislation.

      


      8.
Changes and termination of the Contract.

      


      8.1. The
contract can be changed under the written agreement of Sides.

      8.2. The
Contract is terminated:

                                                            -
under agreement between the Sides.

                                                            -
under Arbitral court decision

                                                            -
under fulfilling of Sides  all the Contact

      obligations,
finishing of accounts and registering of property relations according the Act
about the results of realization of Investment project.

      8.3. The
Administration has right to terminate the Contract in unilateral way in case of
non-fulfillment of p.p.4.2.1.-4.2.4 of the Contract.

      8.4. The
Sides have right to demand on termination of the Contract in Arbitral court of
Krasnodar in case of non-fulfillment of obligations by each side according the
conditions of the contract, inform the other Side in written form the month
before.

      


      9.
Responsibility of Sides.

      9.1. The
Sides are responsible under their obligations according the current legislation
of Russian Federation.

      9.2. In
case of  non-observance of term  of fulfillment of first
stage of works by Investor (p.3.1), the Administration has right to recover from
Investor the fortreit in range of one fixed by law minimal rate of wage per
every sq.m. of total area of the Object per every full calendar month of
delay.

      


      10. Force
majeur.

      10.1. The
Sides are off the full or partly non-fulfillment of obligations, according the
Contract, if it is caused by action of circumstances of the force-majeur –
extraordinary unavoidable forces under these conditions, including; natural
phenomenon (earthquake, flood and so on), action of outside objective factors
(military operation, epidemic or other events, which are beyond the rational
control of Sides), in time of these circumstances, if they directly influenced
on fulfillment of the Contract..

      In the
case when the Side, which cannot fulfill the obligations because of
force-majeur, doesn’t inform the other Side in written form in 10 days about
such circumstances, this Side losses the right to refer to these circumstances
as force-majeur.


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      10.2. If
force-majeur lasts more than six months, the Side has right to refuse of
prolongation of the Contract without paying penalty and (or) fortreit, to do all
the efforts to make the payments and cut down the damage of the other
Side.

      


      11. The
settlement of litigations.

      11.1. The
Sides are to do their best for settlement of litigations and difficulties,
connected with the Contract, by negotiations.

      11.2. In
case of non-coming to agreement between Sides, the dispute is under the
jurisdiction of Arbitration of Krasnodar region according the legislation of
Russian Federation.

      


      12. Final
regulations.

      12.1. Any
information about financial position of Sides  and conditions of the
Contract is confidential and is not to be made public.

      12.2. At
one time with the signing of the Contract, the Sides nominate their
representatives upon the Contract, determine their competence and inform each
other.

      12.3. All
the Acts and additions , taken by Sides after the signing of Contract are it’s
integral part.

      12.4. The
Sides are to inform each other about changes in payment and post requisites
immediately.

      12.5. The
Contract is worked out in Russian in two copies, which have equal legal force,
one copy for each Side.

      12.6.
Decisions of the questions, which are not fixed in the Contact, are made
according the current legislation of Russian Federation.

      


      13.
Requisites and signatures of the Sides.

      


      Administration
of Sochi
city                        LTD
“Somo”

      Address:
26, Sovetskaya
str.,                  Address:
46, Constituzii str, Sochi.

      Sochi
city,354061                                    ID
number:2320142618

      ID
number:2320037148                           КПП232001001

      S/account
# 4020481000000000001    S/account40702810103010000500
in

      РКЦ of
Sochi                                              FCB
“Moskovskiy Captal”

      БИК:
040396000                                          Sochi
city

      Personal
account-
007022830                    БИК
040396534

      Financial
board of

      Financial,
budget and control
Department          Director
of “Somo”

      Krasnodar
region in Sochi
city                    (signature)(legal
seal) .Plavnik

      Deputy
Mayor of Sochi

      (Signature)
(legal seal) Velichko