PACKAGING DESIGN AGREEMENT

This  Packaging  Design  Agreement is entered  into on August 15,  2007,  by and
between  Startale  Group,  Inc.  with offices at 4320 Winfield  Road,  Suite 200
Warrenville,  Illinois  60555 (herein  referred to as the Client) and Lotos with
offices at 43 Kanatnaya Street, Unit #5, Odessa,  Ukraine 65012 (herein referred
to as the Designer)  concerning this project referred to as: Startale Packaging.
For due  remuneration as detailed in this  agreement,  the Designer will provide
services to the Client as set out herein.  This agreement forms a part of and is
subject to the standard terms and conditions attached.

Terms of Payment
An advance of USD$1,000  (one  thousand  dollars) is required  before work shall
begin.  The balance of fees are due upon receipt of invoices  issued monthly for
services  rendered to date, and upon  completion of the project.  If it is found
that any major  expenses  will need to be  incurred  during the  assignment  the
Client shall be notified and shall be asked to advance the Designer a minimum of
50% of said  expense.  All  invoices  are payable  within  fifteen  (15) days of
receipt. A 1.5% monthly service change is payable on all overdue balances.

Standard Terms & Conditions
These standard  terms and  conditions are in accordance  with the recognized and
standard practices of the graphic design  profession,  and provide the basis for
an efficacious working relationship between the Designer and the Client and form
an integral part of the agreement between the Designer and the Client

Estimates
Fee  quotations  and  proposals  are subject to amendment or  withdrawal  by the
Designer at any time prior to the signing of an agreement between the Client and
the  Designer.  The Client shall  reimburse  the Designer for all  out-of-pocket
expenses  and  disbursements  incurred  by the  Designer  in the  course of this
project  as set out in the  agreement  as to  Expenses.  Estimates  for fees and
reimbursable expenses are for planning and budgeting purposes only. The Designer
shall strive to work within stated budgets, but is not liable if expenses exceed
estimates  as a result of  changes to the  project's  parameters.  The  Clients'
approval in writing shall be obtained for any increases in fees or expenses that
exceed  the  original  estimate  by 15% or more  Fees and  expenses  are  orally
authorized shall be invoiced and paid for by the Client.

Conditions of Engagement
A signed  agreement or other written  confirmation of contract is required prior
to the start of the project The Client and the Designer each represent that they
have full  power  and  authority  to enter  into  this  agreement  and that this
agreement is binding upon the Client and Designer and  enforceable in accordance
with its terms.  This  agreement  represents  the entire  agreement  between the
Client and the Designer,  and may only be the changed or modified in writing and
with the approval of both parties.

Rushed or Prolonged Work
Any work required in advance of an agreed schedule or timetable,  any shortening
of the  contract  period,  or  additional  fees and expenses  incurred  during a
project due to Client delays or  extensions  shall be charged and paid for at an
additional  rate agreed to in advance,  or, failing  agreement,  at a reasonable
rate to be determined at the discretion of the Designer

Materials Provided by the Client
The Client shall provide accurate and complete  information and materials to the
Designer, and guarantees and warrants that all materials are owned by the Client
or that the Client has all necessary rights,  including  copyright and waiver of
moral  rights in such  materials,  to permit  the  Designer  to use them for the
project.  All  copy,  photographs,  artwork,  text and  other  source  materials
submitted by the Client shall be of professional  quality and in a form suitable
for reproduction without further preparation or alteration. An additional charge
may be made when  materials  are  submitted  by the  Client in such a form which
prevents them from being readily utilized


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Client Approval
The Client shall appoint a sole  representative  with full  authority to provide
necessary  information  required  by  the  Designer  and to  provide  reasonable
approvals. The Client shall proofread and approve all elements of final designs.
Approval  must be provided  before  production  can  continue.  Corrections,  if
required,  shall be identified on proofs, artwork,  facsimiles,  or drawings and
are to be returned to the Designers marked  "O.K"or"O.K.with  correction",  with
the name or initials of the  individual  duly  authorized  to pass on same. If a
copy  of  the   revisions  is  required,   a  request  must  be  made  when  the
above-mentioned articles are returned to the Designer.

Revisions and Additions
Any revisions,  additions,  or alterations to the project modifying the terms of
the  agreement  as the  Services  to be  performed  and not  included in any fee
specified,  shall be billed as additional  services.  Such  additional  services
shall  include,  but shall not be  limited  to,  changes  in the extent of work,
changes in the  complexity of any elements of the project,  and any changes made
after approval has been given for a specific stage of design, documentation,  or
preparation  of  artwork.  The  Designer  shall  keep  the  Client  informed  of
additional  services that are required,  and shall request the Client's approval
or any  additional  services  which  cause the total fees to exceed the fixed or
estimated fees set forth in this agreement

Copyright and Ownership
Unless otherwise stated herein,  all services  provided and materials created in
the course of this project by the Designer  shall be for the  exclusive  use and
benefit of the Client, other than for the promotional use of the Designer.  Upon
payment in full of all fees and  disbursements  the  Designer  shall assign full
copyright and legal  ownership for all approved  final designs to the Client and
shall transfer  ownership of camera-ready  artwork,  mechanicals,  negatives and
reproduction specifications to the Client. Unless otherwise stated, the Designer
retains the moral rights to all work created in the course of this  project.  If
the Client  wishes to make  additional  use of the  materials or ideas  obtained
therefrom,  the Client agrees to seek  permission  from the Designer and to make
such  further  payments  as are agreed to by both  parties  at that time.  Where
copyright or other intellectual  property rights are acquired by the Client, the
Designer  shall,  when  requested,  assist in the  application  for  design  and
copyright  registration.  The costs of such assistance and action shall be borne
solely by the Client.

Use of Work
The work  carried out and  materials  created  during the course of this project
shall  not be used  for any  purpose  other  than  that  which is set out in the
agreement as to Use and Rights  without prior  approval of the  Designer.  In no
circumstances  may work in rough  form be used or  published  by the  Client  as
finished work, or be used as a basis for completion by others, without the prior
written consent of the Designer.

Storage and Access
The  Designer  shall  retain  and  store all final  electronic  files,  finished
artwork,  drawings,  and specifications for which specific  reproduction  rights
have been  granted,  for a minimum  period of 12 months after  completion of the
project.  Upon expiration of this period, all such materials may be destroyed by
the Designer,  upon reasonable  notification to the Client.  The Designer is not
responsible  for  information or materials lost or destroyed due to disk failure
or other unforeseeable  hazards.  The Client shall have reasonable access to all
stored  materials  for the  purpose  of  review,  and shall pay the  Designer  a
reasonable fee for  de-archiving  or retrieving  materials,  should  expenses be
incurred.

Liability
The Designer is not  responsible for errors or omissions in any work produced as
per the Client's "O.K." No financial  responsibility  is assumed by the Designer
for errors or damages  resulting  front such errors.  The Client will indemnify,
defend,  and save harmless the Designer  against any claim,  damages and expense
actions or causes of action  arising from or prompted by the use of any material
supplied to the Designer by Client or its agents.  All property belonging to the
Client or its agents is handled and stored by the  Designer  shall be done so at
the  Client's own risk The  Designer is not  responsible  for delays in delivery
caused by acts of God, strikes, fires, floods or any other similar circumstances
beyond the Designer's control.

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Termination
On  termination  or  postponement  of this  project,  or any part of it, for any
reason,  the  Client  shall pay the  Designer  for the work  completed  to date,
together  with all  expenses  incurred.  Any  advance  of fees will be  credited
against the amount due. In the event of  termination,  the Designer shall retain
the copyright even if the fees agreed to in advance have included the assignment
of copyright.

IN WITNESS  WHEREOF the parties hereto have caused this Agreement to be executed
by their duly authorized representatives as of the date first above written.


STARTALE GROUP INC.                         LOTOS


Name:/s/Anatoli Nem                         Name: /s/Valentina Betyuk
-------------------                         ----------------------
Anatoli Nem                                 Valentina Betyuk

Title: President                            Title: Director

Date: August 15, 2007                       Date: August 15, 2007



       C/S                                         C/S