OXIR INVESTMENTS, INC.
                              EMPLOYMENT AGREEMENT

         THIS  EMPLOYMENT  AGREEMENT (the  "Agreement") is made and entered into
this 29th day of June, 1998, by and between Oxir Investments, Inc., a California
corporation doing business in the State of Nevada and having its principal place
of  business  at  3980  Howard  Hughes  Pkwy.  #340,  Las  Vegas,  Nevada  89109
(hereinafter  the  "Company"),  and Vassili Oxenuk,  an individual  (hereinafter
"Employee").

         1. Employment.  In consideration of the mutual covenants and conditions
herein  contained,  the Company agrees to employ Employee and Employee agrees to
be so employed in the capacity of President and Chief  Executive  Officer and to
faithfully perform the duties assigned to him to the best of his ability, devote
his full and undivided  time to the  transaction  of the Company's  business and
abide by the terms and conditions set forth herein.

         2. Term of Employment.  Employment  under this Agreement shall commence
            on the date hereof and shall continue for a period of five (5) years
            unless sooner terminated as provided herein.

         3. Scope of  Employment.  Employee  shall at all  times  discharge  his
            duties to the  furtherance  of the  business  of the  Company and to
            perform  faithfully  to the best of his ability all  assignments  of
            work given to him by the Company. Employee's duties shall consist of
            the following:

         (a) Hold the executive offices of President and Chief Executive Officer
         of the Company and assume all responsibilities normally associated with
         such offices and as set forth in the Company's by-laws.

         (b) To act on behalf of the  Company  with its  ordinary  business  and
         related  transactions  and to have the power and  authority to bind the
         Company in all proper business transactions involving the Company.

         4. Compensation. All compensation below shall be in addition to any and
all applicable  sales  commissions  and bonuses in accordance  with the standard
payroll  policies and practices of the Company and as otherwise set forth herein
or as hereinafter established by the Company:

         (a) Initial Salary.  Commencing the date hereof and through the term of
         employment  set forth in paragraph 2 above,  the Company  agrees to pay
         Employee as  compensation  for his services the base salary of $120,000
         per annum,  payable in equal  semi-monthly  installments.  The  Company
         agrees to consider the salary  increase  upon  accumulation  of greater
         assets.

         (b) Incentive Bonus Plan. As further  compensation,  the Company agrees
         to compensate the Employee  yearly in such amounts and under such terms
         as set forth below:
<TABLE>
<CAPTION>

-------------------------------- ----------------------------------------------------------------------------
<S>   <C>                        <C>
      20 % of book value         With book value less than 10 million dollars
-------------------------------- ----------------------------------------------------------------------------
      15 % of book value         With book value more than 10 million dollars, less than 50 million dollars
-------------------------------- ----------------------------------------------------------------------------
      10 % of book value         With book value more than 50 million dollars, less than 200 million dollars
-------------------------------- ----------------------------------------------------------------------------
       5 % of book value         With book value more than 200 million dollars
-------------------------------- ----------------------------------------------------------------------------
</TABLE>

<PAGE>

         The payment will be  performed on a quarterly  basis in the form of the
         Company stock,  based on the stock closing price on the last day of the
         Quarter. The Employee has the option of taking the dollar equivalent of
         the compensation.

         (c)  Severance.  In the event the Company is acquired by another person
         or entity,  merged or liquidated  whereby the current management and/or
         shareholders of the Company are no longer in control,  the Company will
         negotiate its compensation.

         (d) Other Incentive Programs. Employee shall be eligible to participate
         in any incentive  performance  program instituted by the Company to the
         full extent permitted to all other employees of the Company

         5.       Other Benefits.

         (a)  General.  In  addition  to the  salary  and  bonuses  provided  in
         paragraph 4 above,  Employee  shall be  entitled to receive  such other
         benefits as are generally  available to other employees of the Company,
         including but not limited to a major medical hospitalization policy and
         a disability.

         (b) Expense Reimbursement. Employee may incur expenses while performing
         duties for the  Company  under the terms of this  Agreement,  including
         expenses  for  travel,  entertainment  and similar  items.  The Company
         agrees to  reimburse  Employee  for all  reasonable  business  expenses
         incurred by Employee in  connection  with the  business of the Company,
         upon   submission   by  Employee   of  an  expense   report  with  such
         substantiating vouchers as the Company may require.

         (c) Vacation.  Employee shall be entitled to an annual  vacation of six
         (6) weeks, at full pay and pursuant to the Company's  employee policies
         regarding vacations during the term of this Agreement.  Should Employee
         not use all of his vacation time in any one calendar  year,  the unused
         portion may not be carried forward into subsequent years.

         (d) Illness or Incapacity.  Employee is entitled to absence  because of
         illness  or  incapacity  of no more than a total of four (4) weeks each
         year. . For purposes of this Agreement, "illness" is defined as absence
         from the work place.  In case this absence is extended over the two day
         period,  the doctors' care and attention,  as well as  confirmation  is
         required.  If  Employee  is unable to  perform  his  duties  because of
         illness  or  incapacity  for more that a total of four (4) weeks in any
         single  year,  the  compensation  otherwise  due  Employee  under  this
         Agreement  shall be reduced by fifty  percent  (50%) as of the start of
         the fifth week (on a cumulative basis) of such absence. Employee's full
         compensation  will be reinstated when he returns to work and is able to
         discharge his duties.  Notwithstanding  anything to the  contrary,  the
         Company may terminate  this Agreement at any time after the Employee is
         absent from his employment, for whatever cause, for a continuous period
         of more than three (3) months, and previous  obligations of the Company
         shall thereupon terminate.

         (e) Life Insurance.  Upon the execution of this Agreement,  the Company
         agrees to purchase for Employee a term life insurance policy payable to
         the  Employee  or  his  designee  as   beneficiary  in  the  amount  of
         $1,000,000.  In the event this  Agreement  is  terminated  or  Employee
         leaves the employment of the Company for any reason, Employee will have
         the option of transferring  ownership of the life insurance policy to a
         person or entity  of  Employee's  choice  and to a  beneficiary  of his
         choice.  Thereafter,  Employee  will  be  responsible  for  all  future
         premiums due on the life insurance policy.

<PAGE>

         6.       Performance.

         (a) Confidential Information. Employee acknowledges that, in the course
         of  his  employment   hereunder,   he  will  become   acquainted   with
         confidential and proprietary information belonging to the Company. This
         information  relates to the  management,  products and customers of the
         Company and  includes all  information  disclosed to Employee or known,
         learned,  created or observed as a consequence  of his  employment  not
         generally  known in the  relevant  trade about the  Company's  business
         activities,  products, processes and services, including trade secrets,
         research and  development  programs,  business  plans,  customer lists,
         potential customers lists, marketing and sales. Employee agrees that at
         any time during or after his employment he will not,  without the prior
         written  consent of the  Company,  directly  or  indirectly,  disclose,
         furnish,  publish,  make  accessible  to others or make any use of such
         confidential information except as may be required in the course of his
         employment hereunder.

         (b) Protection of Company Property. All records,  files, manuals, lists
         of customers, blanks, forms, materials, supplies, computer programs and
         other materials  furnished to the Employee by the Company,  used by him
         on its behalf, or generated or obtained by him during the course of his
         employment  shall be and remain the property of the  Company.  Employee
         shall be deemed  the  bailee  thereof  for the use and  benefit  of the
         Company and shall safely keep and  preserve  such  property,  except as
         consumed in the normal  business  operations  of the Company.  Employee
         acknowledges  that this  property  is  confidential  and is not readily
         accessible to the Company's competitors. Upon termination of employment
         hereunder, the Employee shall immediately deliver to the Company or its
         authorized  representative  all such  property,  including  all copies,
         remaining in the Employee's possession or control.

         (c) Disclosure of Information.  Employee agrees to promptly disclose to
         the  Company  all  discoveries,  marketing  or  research  developments,
         techniques,  know-how, and data, whether patentable or capable of being
         registered  under  similar  statutes,  made or  conceived or reduced to
         practice or learned by  Employee,  either alone or jointly with others,
         during the period of his  employment  resulting  from tasks assigned to
         him by the  Company,  resulting in any way from his  employment  by the
         Company,  related  in any  way  to the  business  of  the  Company,  or
         resulting from the use of premises  owned,  leased or contracted for by
         the Company.

         (d)  Inventions.  All  inventions  by  Employee  or to  which he has an
         interest  made  during  the  term of this  Agreement  shall be the sole
         property of the Company and the Company  shall be the sole owner of all
         patents, copyrights and other rights in connection therewith.  Employee
         shall  assign to the Company or to persons  designated  by the Company,
         any rights that  Employee  may have or may acquire in such  inventions.
         Employee  shall  assist the  Company  in every  proper  manner,  at the
         Company's expense, to obtain and from time to time enforce all patents,
         copyrights   and  other  rights  and   protections   relating  to  said
         inventions,  and  shall  execute  all  necessary  documents  for use in
         applying for and obtaining such patents,  copyrights,  and other rights
         and protections.

<PAGE>

         7. Employee Covenants. Employee hereby covenants and agrees as follows:

         (a) During the term of this Agreement  Employee agrees that he will not
         own a material interest in, operate,  join, control,  participate in or
         be  connected  with  as  an  officer,   employee,   agent,  independent
         contractor,  partner,  controlling  shareholder  or  principal  of  any
         corporation, partnership,  proprietorship, firm, association, person or
         other entity  producing,  designing,  providing,  soliciting orders for
         selling,  distributing or marketing products,  goods,  equipment and/or
         services which directly competes with the business of the Company.

         (b)  For  one  (1)  year   following  the   termination  of  Employee's
         employment,  if such  termination  is at the election of Employee or if
         Employee  is  terminated  by the  Company  with  cause (as  defined  in
         paragraph 8(b) below),  Employee agrees not to undertake any employment
         or activity,  or own,  operate,  manage,  control or participate in any
         business  entity or activity  located within the United States,  either
         directly or  indirectly,  which is directly or  indirectly  competitive
         with the Company's  business or any of its affiliates wherein the loyal
         and complete fulfillment of the duties of the competitive employment or
         activity  would call upon Employee to reveal,  to make  judgments on or
         otherwise to use any confidential business information or trade secrets
         of the Company's business to which Employee had access by reason of the
         Company's business.

         (c) During the term of this  Agreement  and for one (1) year  following
         termination  of Employee's  employment,  if such  termination is at the
         election of Employee or if Employee is  terminated  by the Company with
         cause (as defined in  paragraph  8(b)  below),  Employee  agrees not to
         divulge,  furnish,  publish or use for his personal  benefit or for the
         direct or  indirect  benefit of any other  person or  business  entity,
         other that the Company or any of its  subsidiaries  or affiliates,  any
         confidential  or  proprietary  information of the Company or any of its
         subsidiaries or affiliates, including, without limitation, any business
         methods,  systems,  customers,   suppliers,   procedures,   techniques,
         research,  knowledge or  processes  used or developed by the Company or
         any such subsidiary or affiliates.

         (d) During the period that  Employee is employed by the Company and for
         one (1) year  following his  termination as an employee of the Company,
         if such  termination  is at the  election of Employee or if Employee is
         terminated  by the  Company  with cause (as defined in  paragraph  8(b)
         below, Employee agrees that he will not directly, either for himself or
         for any other person,  firm,  corporation  or entity whose  products or
         primary business activities are in direct competition with the Company,
         divert or take away or attempt to divert or take away,  call or solicit
         or  attempt  to call  or  solicit  any of the  Company's  customers  or
         patrons,  including  but not limited to those upon whom he called on or
         who he  solicited  or to  whom  he  catered  or  with  whom  he  became
         acquainted while engage with the Company in its business.

         (e) During the term of Employee's employment with the Company, Employee
         agrees that he will not undertake  planning for or organization of, any
         business activity competitive with the Company's business or combine or
         conspire  with other  employees  or  representatives  of the  Company's
         business for the purpose of organizing  any such  competitive  business
         activity whereby that activity has a financial  remuneration impact for
         Employee.

         (f) During the period that  Employee is employed by the Company and for
         one (1) year  following his  termination as an employee of the Company,
         Employee  agrees that he will not,  directly or indirectly or by action
         in  concert  with  others,  induce or  influence,  or seek to induce or
         influence, any person who is engaged as an employee, agent, independent
         contractor or otherwise by the Company,  to terminate their  employment
         or engagement with the Company.

<PAGE>

         (g) The  covenants  of this  paragraph 7 shall be construed as separate
         covenants  covering  their  subject  matter  in  each  of the  separate
         counties  and  states in which the  Company  may  operate  or  transact
         business  within the United States or in any foreign  country,  and, to
         the extent that any covenant shall be judicially  unenforceable  in any
         one or  more  of said  counties,  states  or  foreign  countries,  said
         covenant shall not be affected with respect to each other county, state
         or foreign  country,  and each  covenant  with  respect to each county,
         state  and  foreign   country  shall  be  construed  as  sovereign  and
         independent.

         8.       Termination of Employment.

         (a) Termination. The term of Employee's employment shall terminate upon
         the occurrence of any of the following:  (i) Death of Employee; (ii) in
         the event any illness or accident renders  Employee  totally  disabled,
         Company's  obligations  under this Agreement  shall terminate three (3)
         months after the determination of total  disability;  (iii) termination
         of Employee's  employment by the Company's Board of Directors for cause
         as defined in subparagraph (b) below; (iv) a merger, consolidation,  or
         acquisition  involving  the  Company in which the  Company  is not,  in
         effect or in fact,  the  surviving  entity,  or the  transfer of all or
         substantially  all of the assets of the  Company,  or the  voluntary or
         involuntary  dissolution of the Company; (v) upon the date specified by
         Employee in a written  notice to the Company of Employee's  resignation
         provided that  Employee  shall specify a date not less than thirty (30)
         days  from the date  Employee  submits  to the  Company  the  letter of
         resignation;  (vi)  thirty (30) days after the  Company  gives  written
         notice of  termination  of Employee  without  cause;  or (vii) upon the
         expiration of this Agreement  unless  otherwise  extended in writing by
         the parties.

         (b)  Definition of Cause.  As used herein,  the term "cause" shall mean
         (i) Employee's  willful breach or neglect of the duties and obligations
         required  of him  either  expressly  or  implied  by the  terms of this
         Agreement;  (ii) in the event Employee is convicted of or enters a plea
         of guilty or nolo contendere to an act of dishonesty,  an act involving
         public ridicule or moral turpitude, or an act constituting a felony; or
         (iii) any other  conduct on the part of  Employee  which would make his
         retention by the Company prejudicial to the Company's best interests in
         the judgment of a majority of the Board of Directors.

         (c)  Termination  -  Nonexclusive  Remedy.  Termination  of  Employee's
         employment  by the  Company  shall be  without  prejudice  to any other
         remedy to which the Company may be entitled either at law, in equity or
         under this Agreement.

<PAGE>

         (d)  Compensation  Upon  Termination.  If the Company should  terminate
         Employee  without cause during the term of this Agreement,  the Company
         shall pay to Employee an amount equal to his total salary otherwise due
         under the balance of the five (5) year term of this Agreement.

         9.  Miscellaneous.

         (a) Non-Waiver.  Failure on the part of either party to complain of any
         action or non-action, breach or default on the part of the other party,
         regardless of how long the same may continue,  shall never be deemed to
         be a waiver of any rights or remedies  hereunder,  at law or in equity.
         It is further agreed to by the parties hereto that a waiver at any time
         of any  provision  hereof  shall  not be  construed  as a waiver at any
         subsequent time of the same or any other provision.

         (b) Notices.  Any notice required or permitted hereunder shall be given
         in writing and shall be deemed effective upon personal delivery or five
         (5) days after  deposit in the United  States Mail,  by  registered  or
         certified mail, postage prepaid, duly addressed to the other party.

         (c) Parties in Interest.  This Agreement  shall inure to the benefit of
         and be binding upon the parties hereto and their respective  successors
         and assigns.  Nothing in this Agreement is intended to confer expressly
         or by implication  upon any other person,  any rights or remedies under
         or by reason of this Agreement.

         (d)  Counterparts.  This  Agreement  may be  executed  in  one or  more
         counterparts,  each  of  which  shall  be  deemed  as an  original  and
         together, shall constitute one document.

         (e) Severability.  The parties hereto agree and affirm that none of the
         provisions herein is dependent upon the validity of the provision,  and
         if any  part of this  Agreement  is  deemed  to be  unenforceable,  the
         remainder of the Agreement shall remain in full force and effect.

         (f) Entire Agreement.  This Agreement  constitutes the entire agreement
         between the parties  pertaining to the subject  matter hereof and fully
         supersedes  any and all prior  agreements  between the  parties  hereto
         respecting Employee's employment.

         (g) Headings.  Headings used herein are provided for the convenience of
         reference only and do not constitute a part of this Agreement.

         (h) Governing Law. This Agreement  shall be governed by the laws of the
         State of Nevada. Any action to enforce the provisions of this Agreement
         shall be brought in a court of competent  jurisdiction within the State
         of Nevada and in no other place.

         (i)  Assignability.  The  rights  and  duties of  Employee  under  this
         Agreement  shall not be subject to alienation,  assignment or transfer,
         whether voluntary or involuntary. The Company, however, may assign this
         Agreement  to any entity that may succeed to the business and assets of
         the Company,  and any such successor  corporation may similarly  assign
         this Agreement.

<PAGE>

         (j)  Costs and  Expenses.  In the  event of any  controversy,  claim or
         dispute  between the parties  hereto arising out of or relating to this
         Agreement,  the prevailing  party shall be entitled to recover from the
         other party its reasonable  expenses  including payment of a reasonable
         attorneys' fee.

         (k)  Amendment.  This  Agreement  shall  not be  amended  except  by an
         instrument  in  writing  and  signed on  behalf of each of the  parties
         hereto.  No amendment shall be made which  substantially  and adversely
         changes the terms hereof.

         IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement in a manner  legally  binding  upon them as of the date first  written
above.

                    "Company"                           "Employee"
               Oxir Investments, Inc.


Kirill Mendelson                                      Vassili Oxenuk
Director

Michael Smirnov
Director

Inna Batrakova
Director

                                                      May _____, 2000

<PAGE>

United States Securities and Exchange Commission
450 5th Street, NW

Washington, DC 20549
Attn:    William C-L Friar

         Senior Financial Analyst

         Re:      Oxir Investments, Inc.
                  Amendment No. 2 to Form 10-SB
                  File No. 0-26377

Ladies and Gentlemen:

         We represent  Oxir  Investments,  Inc.  (the  "Company").  The enclosed
Amendment No. 2 to Form 10-SB, which has been filed electronically in accordance
with  Regulation  S-T,  has been  revised  in  response  to the  January 7, 2000
correspondence  from your  staff to  Vassili  Oxenuk  concerning  the  Company's
Amendment No. 1 to Form 10-SB filed with the  Commission on November 9, 1999 and
to update the information described therein.

         Numbers  utilized  below  correspond  to those set forth in the comment
letter and unless otherwise  defined herein,  capitalized  terms and other terms
used  repeatedly  throughout the Amendment shall have the same meaning as in the
Form 10-SB.

Business Development

1.       In November 1998 the Company merged with Oxir-Private in order to avail
itself of Oxir-Private's  contacts and  opportunities in Russia.  The disclosure
regarding the merger has been clarified. See page 3.

2.       The date of  Oxir-Private's  incorporation  has been  deleted  from the
         Amendment.

3.       References  to Oxir  Private,  OFS,  OIS, OIL and the Company have been
         revised throughout the Form 10-SB.

4.       Comment  complied with. See Part I, Item 1,  "Description of Business -
         Equity Market Investing and Asset Management."

5.       Comment  complied with. See Part I, Item 1,  "Description of Business -
         Equity Market Investing and Asset Management."

6.       Comment  complied with. See Part I, Item 1,  "Description of Business -
         Equity Market Investing and Asset Management."

Equity Market Investing and Asset Management

7.       More specific  references have been provided throughout Part I, Item 1,
         "Description of Business."

8.       Comment  complied with. See Part I, Item 1,  "Description of Business -
         Equity Market Investing and Asset Management."

9.       Comment complied with throughout the Form 10-SB.

Russian Real Estate Development Projects

<PAGE>

10.               Details regarding the Project have been disclosed. See Part I,
                  Item  1,  "Description  of  Business  -  Russian  Real  Estate
                  Development Project." However,  since the Project has not been
                  completed,  information  such as the  average  cost per square
                  meter is not yet  available.  The  Company has  disclosed  the
                  Company's total  investment in the Project and its development
                  of the Complex.

11.               The total cost of the Project has not been determined  because
                  the Project is not  completed.  The Company made an investment
                  of  $3,261,706  in the  Project.  As a partial  return on that
                  investment,  the  Company was granted a portion of the Project
                  by the  developer.  The  Company  has  chosen to  develop  its
                  portion of the Project into the Complex. These facts have been
                  disclosed in the Amendment.

12.               Comment  complied  with. See Part I, Item 1,  "Description  of
                  Business - Russian Real Estate Development Project."

13.               References to "more attractive  prices" have been deleted from
                  the Form  10-SB.  Cost  comparison  between  the cost of other
                  similar  apartment  units  and those of the  Project  has been
                  provided.

14.               The  last  paragraph  has  been  deleted.   Risk  factors  are
                  described in Part I, Item 1,  "Description  of Business - Risk
                  Factors."

Internet Solutions

15.               Comment  complied  with. See Part I, Item 1,  "Description  of
                  Business - Internet Solutions."

16.               Comment  complied  with. See Part I, Item 1,  "Description  of
                  Business  -  Internet   Solutions  -  Payment  for  Goods  and
                  Services."

17.               Comment  complied  with. See Part I, Item 1,  "Description  of
                  Business  -  Internet   Solutions  -  Delivery  of  Goods  and
                  Services."
<PAGE>

18.               Comment  complied  with. See Part I, Item 1,  "Description  of
                  Business  -  Internet   Solutions  -  Delivery  of  Goods  and
                  Services."

19.               Information   regarding   the  opening  of  local   warehouses
                  internationally has been deleted.

20.               Credit card  payments  to the Company are  outlined in Part I,
                  Item 1,  "Description  of  Business  -  Internet  Solutions  -
                  Payment for Goods and Services."

21.               The number of projected  book  offerings  has been adjusted to
                  40,000. The price to be charged to customers is based upon the
                  price that the Company receives from its suppliers, which will
                  be adjusted  from time to time.  The Company  intends to price
                  its products  competitively.  See Part I, Item 1, "Description
                  of  Business -  Internet  Solutions  -  Delivery  of Goods and
                  Services."

22.               Comment complied with. The Company's  research and development
                  budget  is  disclosed  in Part  I,  Item  I,  "Description  of
                  Business - Research and Development." The Company's  licensing
                  arrangements are disclosed in Part I, Item I,  "Description of
                  Business - Patents, Trademarks and Licensing Agreements." None
                  of the Company's license agreements are material.

23.               The  Company  has  contacted  various  providers  in  order to
                  conclude that  web-hosting  services cost, on average,  $25 to
                  $30 per month.  The Company  intends to charge a fee of $15 to
                  $95 per month to users of the  virtual  web-hosting  services.
                  This fee structure is based upon a price comparison of similar
                  services from the most popular  providers of web-site hosting.
                  See  Part I,  Item 1,  "Description  of  Business  -  Internet
                  Solutions - Virtual Server."

24.               Web-hosting   services  differ   substantially  from  Internet
                  stores,  and the  creation  of mailing  lists is not a primary
                  goal of the  Company.  Under  the  "traditional  approach,"  a
                  client  receives a  standard  set of  services  that allow the
                  client to  transfer  previously  prepared  information  to the
                  Internet.  The  Company's  approach  is to allow the client to
                  create its own web site which is  maintained  on the Company's
                  server and to provide  back-up  power and support to a heavily
                  used web site.  The client may  maintain an Internet  store on
                  its web  site  which is  maintained  and/or  supported  by the
                  Company.


25.               Reference to the Company's capability to upgrade the system as
                  needed, be independent of the terms and conditions enforced by
                  the licensed  producers  of the existing  software and to sell
                  the final product as shrink wrapped  software has been deleted
                  from the Amendment.

<PAGE>

26.               Copies   of   the   relevant    publications    are   provided
                  supplementally.  The Company is not relying upon data compiled
                  by any market data analysis firm.

27.               The paragraphs  concerning  Internet shopping  statistics have
                  been  deleted.   A  statement   regarding   Internet  shopping
                  statistics  is  contained in Part I, Item 1,  "Description  of
                  Business - Internet  Solutions." A discussion of the Company's
                  marketing efforts has been included.

28.               Comment complied with. Copies of  advertisements  are provided
                  supplementally. See Part I, Item 1, "Description of Business -
                  Marketing - Television and Radio."

29.               Descriptive  terms  such as  "major  business  forum and trade
                  show" have been deleted.

30.               Comment  complied  with. See Part I, Item 1,  "Description  of
                  Business - Competition."

31.               Comment  complied with.  Aspects of Russian taxation have been
                  addressed in a new section.  See Part I, Item 1,  "Description
                  of Business - Competition - Doing Business in Russia."

32.               Comment  complied  with. See Part I, Item 1,  "Description  of
                  Business - Competition - Real Estate."

33.               Comment  complied with.  The language  regarding "the pitfalls
                  typically experienced by start ups" has been deleted.

34.               Comment  complied  with. See Part I, Item 1,  "Description  of
                  Business - Competition - Internet."

35.               Comment complied with. Information regarding the establishment
                  of a "merchant  account" has been deleted.  Details  regarding
                  the Company's  payment systems is contained in Part I, Item 1,
                  "Description  of  Business - Internet  Solutions - Payment for
                  Goods and Services."

36.               Comment  complied  with. See Part I, Item 1,  "Description  of
                  Business - Competition - Internet."

37.               Comment  complied  with. See Part I, Item 1,  "Description  of
                  Business - Risk Factors."

38.               Comment  complied  with. See Part I, Item 1,  "Description  of
                  Business - Risk Factors."

39.               Comment  complied  with. See Part I, Item 1,  "Description  of
                  Business - Risk Factors."

40.               Comment  complied  with. See Part I, Item 1,  "Description  of
                  Business - Research and Development."

41.               Comment   complied  with.  See  Part  I,  Item  6,  "Executive
                  Compensation."

42.               Comment noted.
<PAGE>

43.               Comment   complied   with.   See  Part  I,  Item  6,  "Certain
                  Relationships and Related Transactions."

44.               Comment   complied   with.   See  Part  I,  Item  7,  "Certain
                  Relationships and Related Transactions."

45.               Comment   complied   with.   See  Part  I,  Item  7,  "Certain
                  Relationships and Related Transactions."

46.               Comment complied with. There has been no trading in, and there
                  is no public market for, the Company's  common stock. See Part
                  II, Item 1, "Market  Price of and  Dividends  on  Registrant's
                  Common Equity and Other Shareholder Matters."

47.               The Company is not aware of any broker-dealers  holding shares
                  of the Company's common stock on behalf of stockholders.  This
                  information has been deleted.

48.               Comment complied with. The Company's  offerings were conducted
                  pursuant to Rule 504 of  Regulation  D and Section 4(2) of the
                  Securities Act of 1933, as amended. The Company has identified
                  the class to whom the  securities  were sold.  The Company did
                  not distinguish between foreign and domestic investors. To the
                  best knowledge of the Company, each investor was an accredited
                  investor.   Each  investor  was  given  a  private   placement
                  memorandum,  which included a comprehensive  business plan and
                  the Company's  audited financial  statements.  A copy of these
                  documents will be filed supplementally.

49.               [Accounting comment]

50.               [Accounting  comment]  Comment  complied  with.  The financial
                  statements have been revised and updated.

51.               [Accounting comment]

52.               [Accounting comment]

53.               [Accounting comment]

54.               [Accounting comment]
<PAGE>

         We believe the foregoing and the revised  preliminary  proxy  materials
fully  responds to the staff's  comments.  If you have any further  questions or
comments please do not hesitate to call Kelly Matthews Gerber  (202-861-1694) or
me.

                                   Sincerely,

                                   Mario V. Mirabelli