Letter X

20 December 2000

Mr Robert J.Winston

Export Division

Interfon, Inc.

1677 Sea Harbor Driva

Orlando, Florida 35509

USA

Dear Mr Winston,

In reply to your cable of December 18, this year, we are offering apologies for the delay in sending a reply to your letter of November 20, this year, with your Draft Agency agreement enclosed.

We have carefully studied the Draft and are sorry to have to tell you that we are unable to accept some of the articles as they are worded in the present draft.

Will you please note that we would like your obligations to include not only obtaining orders for us and providing assistance in arranging our participation in tenders invited in your country, we also would like you to keep us informed of your country's market condition and run a wide publicity campaign of our equipment.

We would also request you to supervise unloading, transportation and storage of our equipment in your country while executing "turn-key" contracts.

As regards payments of commission to you we would emphasize that we usually do that only after we have received payments from the Customers and in the currency of these payments only.

We also think it necessary for you to include an article providing that the present Agency agreement does not cover design works, sales of equipment or rendering technical assistance in your country under the Intergovernmental agreements now in force between your country and ours.

We trust the above suggestions and alterations will be found acceptable.

Yours faithfully

Adam Smith

Corporate Section

Letter XI

2 December 2000

Mr A. Fisher

The Chief Engineer

The Metal-Working Plant

25, Queen Victoria Street

London

England

Dear Mr Fisher,

This is to inform you that the Ministry of Industries of Russia has announced tenders for the construction of an iron and steel complex in Samara.

Tenders are invited for carrying out design works, construction of the project and training of local personnel for the operation of the plant.

We have gained experience in the "turn-key" construction of similar projects and are interested in participating in the tenders.

As you certainly know the implementation of such large-scale projects requires the solution of a number of technical, organizational and financial matters and is carried out successfully if projects are built jointly by several companies.

Hence, we suggest you consider the possibility of our joint participation in the above tenders.

Should you be interested in our proposal, we are ready to prepare a draft Agreement on the establishment of a consortium and to arrange talks on signing it at any time convenient for you. We shall also be able to discuss the preparation of a joint of a tender and engagement of a local agency firm to render us assistance in the tenders. The bidding deadline is set on 5th August, this year.

The tender documents will be sent to you on receiving your positive reply.

Yours faithfully

for V/O Prommashexport

(N.Petrov)