LS-Sb88928

2.1.6. To provide Advertiser with two 220 V receptacles close to expected location of Winston stand, and a 50-meter long extension cord.

2.2. Advertiser shall assume the following obligations:

2.2.1.To deliver ad media and materials required for the provision of services specified in p. 2.1., including colour logos in digital format with specified pantones not later than 3 days since the date of signing, and to promptly review and approve designs provided by Contractor.

2.2.2.To pay for Contractor's services in accordance with provisions of Article 3 of the present Agreement.

2.2.3.To have representatives of the Advertiser contribute to the preparation and provision of said services, if necessary.

2.2.4.To ship all ad media and materials specified in the present Agreement, to the Event site, not later than 36 hours prior to the commencement of the Event, unless otherwise agreed by the Parties.

2.3. Parties under the present Agreement shall agree to take all reasonable efforts to coordinate their efforts while performing obligations under the present Agreement.

2.4. Upon the completion of the Event, the Contractor shall submit a performance report in writing to the Advertiser, but not later than on September 4, 2010.

3. FINANCIAL TERMS

3.1.Under the conditions stipulated in the Agreement, Advertiser shall take the obligation to pay Contractor compensation for its services in the amount of $ 30,000 (thirty thousand US Dollars without VAT), with 50% of the amount to be wired to the bank account designated by Contractor not later than 10 banking days prior to the Event, and the remaining 50% to be wired by Advertiser within 15 banking days after the last day of the Event.

3.2.Invoices drawn by Contractor and containing beneficiary bank account and other relevant data shall be the basis for payments made in favour of Contractor under the present Agreement.

4. TERM OF THE AGREEMENT

4.1. The present Agreement shall come into effect on the date of signing by both Parties and shall remain valid till September 30, 2010

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inclusively, or till the final completion of obligations assumed by the Parties under the present Agreement.

5. ARBITRATION

5.1. Parties shall take all efforts to settle disputes and conflicts which may arise from the execution of the present Agreement through negotiations. Should the Parties fail to reach such agreement, then the case shall be passed to the jurisdiction of the Arbitration Court of Moscow.

6. LIABILITIES OF THE PARTIES

6.1. Failure of either Party to perform its obligations under the present Agreement wholly or partially shall constitute liability of the defaulting Party in accordance with the legislation of the Russian Federation.

7. OTHER CONDITIONS

7.1.All changes and amendments to the present Agreement shall be deemed void unless made in writing and signed by authorized representatives of the Parties.

7.2.Should the present Agreement be unilaterally terminated by either Party, then the defaulting Party shall be held liable for the compensation of damage incurred by other Party, including immediate and unconditional return of any payments made in favour of terminating Party.

7.3.Should the force-majeure circumstances that prevent the Parties from performing their obligations under the present Agreement arise, then the term for execution of such obligation be prolonged for the period equal to the time forcemajeure circumstances remain in force. Force-majeure circumstances resulting in the cancellation of the Event including but not limited to wars, civil disturbances, strikes, acts of God, weather conditions preventing conduct of the Event in designated dates, action or inaction of the government, shall release the Parties from their obligations under the present Agreement upon completion of any and all financial settlements between the Parties, including immediate and unconditional return of any payments made in favour of Contractor as of the date of termination.

7.4.The present Agreement is made in two copies, each having equal legal force; Contractor and Advertiser shall receive one copy of the Agreement each.

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AUDIT CONTRACT No

Joint Stock Company "R. J. R. Marketing & Sales" in the person of Financial Manager __________________, acting on the basis of the Power of Attorney dated June 26, 2010, hereinafter referred to as "Customer", and

Company Deloitte and Touche Regional Consulting services Limited in the person of Moscow General representative ________________, acting on the basis of the Power of Attorney dated October 15, 2010, hereinafter referred to as "Contractor", have concluded the present Contract in relation to the following:

1. SUBJECT OF THE CONTRACT

1.1. The Customer issues, and the Contractor takes upon itself the obligations to perform an audit of the balance sheet of the Customer as of December 31, 2010 and other related services named in the Appendix 1 to this Contract.

2. RIGHTS AND DUTIES OF THE PARTIES

2.1. The Customer is obliged to:

•submit to the Contractor the documents of operating and accounting system, plans, orders, as well as other necessary information;

•provide the Contractor with the convenient working places for retaining of documents, if necessary;

•provide the presence and cooperation of the Customer's officials and employees, if necessary;

•submit the written proofs of the information, issued by the Customer.

2.2.The Customer has a right to make reference to the Contractor in documents or publications under the Contractor's written agreement.

2.3.The Contractor is obliged to:

∙ use only legal and reliable methods while performing the services, safeguarding all the issues by documentation;

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∙inform the Customer's administration on any case of fraud or illegal action, done by the Customer's employees, that have negative results for the Customer;

∙abstain from any publication and dissemination of the results of the

services, as well as of all the information received from the Customer, that has confidential character or is a commercial secret.

2.4. The Contractor has a right to utilize subcontractors or other personnel as Contractor deems necessary.

3. PAYMENTS

3.1.The estimated value of services to be rendered hereunder shall be _____

USD plus any taxes envisaged by the effective Russian laws.

3.2.The Customer also reimburses the Contractor for his out-of-pocket expenses, effectively incurred while in process of rendering services hereunder, up to ___ USD.

Comments: for the purposes of this Contract, out-of-pocket expenses include transportation, Contractor's telecommunication and mailing expenses, secretarial and translation support.

3.3.In case the total value of services hereunder exceeds the amount stated in point 3.2. the total value of services is subject to adjustment upon agreements with Customer.

3.4.Settlements between the Parties will be made on the basis of invoices billed to the Customer that will separately state taxes envisaged by the Russian legislation. Payments shall be made in USD or Russian roubles at the official exchange rate of the Central Bank of the Russian Federation as of the date of payment within ___ days after their receipt by the Customer.

3.5.The Contractor commences his work under this Contract after the Customer has made an advance payment of 50 % of the amount stated in point 3.1. or __USD to the Contractor's account.

3.6.The Customer shall pay the remaining balance within __ working days after the invoice has been delivered to him, such invoices will be rendered on:

• October 31, 20__ and

• at the date the Contractor delivers Contractor's report.

3.7.Prior to presentation of the results of Contractor's work to the Customer

and performance of settlement the Parties sign the Act of Acceptance of

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Contractor's services. The Customer will issue a written notice to the Contractor within __ days after the invoice has been delivered to Customer, which notice shall state any issues of dispute due to which invoices will not be paid in time.

4.RESPONSIBILITIES OF THE PARTIES

4.1.For non-performance or improper performance of the duties under this

Contract the Parties responsibility shall be subject to the Russian legislation.

4.2.In case the Customer without appropriate reason fails to provide the information necessary for the Contractor's performance, the Contractor has a right to terminate or suspend the execution of its mission, taking the payments for an actually done part of the mission.

4.3.If the damage is caused to the Customer as a result of the Contractor's fault, the Contractor's responsibility is limited to the amount of direct damage.

Comments: The fault of the Party is its malicious intent or carelessness properly proven.

5.FORCE-MAJEURE

5.1.The Parties should be released from responsibility for partial or complete

non-fulfillment of their obligations results from circumstances of force-majeure. Comments: Force-majeure shall include natural disasters, extraordinary social

circumstances, prohibitive acts of state authorities, other unforeseen circumstances, out of the Parties control.

5.2.The Party shall inform the other Party about the circumstances of forcemajeure in writing not later than 7 days following such circumstances.

5.3.If the circumstances mentioned in clause 5.1. of the Contract last more than 2 months, each Party has a right to terminate the Contract or a part thereof.

6.SETTLEMENT OF DISPUTES

6.1.Parties will undertake all reasonable measures to settle any disputes by

negotiations.

6.2. In case any dispute may not be settled by negotiations such dispute shall be resolved in Arbitration, subject to the requirements of the laws of the Russian Federation.

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7. TERM OF THE CONTRACT

7.1. This Contract takes effect from the moment it is signed by both Parties and will be valid until the Parties have fulfilled their obligations under the Contract and all settlements between the Parties have been made.

8. OTHER CONDITIONS

8.1.Any alterations or additions to this Contract can only be deemed valid if made in writing and signed by both Parties hereto. Properly executed alterations and additions form an integral part of this Contract.

8.2.This Contract is made in two copies, one copy for each Party, both of equal legal power.

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FRANCHISE DEVELOPMENT AGREEMENT

This Agreement is made and entered into by and between The Franchise Company located at 3472 Parkside Drive, San Bernardino, California 92404 (hereinafter "TFC") and

_________________________________________________________________

(hereinafter "Client") effective this ____ day of ______________, 20__. WHEREAS, TFC has experience in the development and operation of

franchising systems, including franchise agreements, offering circulars, registration materials, operating manuals and forms, training programs, marketing brochures, franchisee support programs, sales programs, and related services; and WHEREAS, Client desires to develop a franchise program and to market

that program on a regional, national and international basis;

NOW, THEREFORE, in consideration of the foregoing and the promises contained herein, the parties hereto agree as follows:

1.Document Preparation

A.Franchise Agreement and Uniform Franchise Offering Circular

TFC will ask you to supply the answers to our detailed Franchisor Questionnaire and return these to us together with any additional written materials that describe your services and/or products. Based upon the information received from you TFC will develop a draft of the required franchise documents setting forth the contractual relationship between the Client and potential franchisees and the required disclosures. Pursuant to discussions between TFC and Client, a final copy of these documents shall be prepared by TFC and forwarded to Client for your use.

B.Consulting Services

(1)Franchise Marketing Brochure

TFC shall consult with, instruct and assist Client in the development of the layout and wording of a franchise marketing brochure for use by Client as a marketing tool in the offering of its franchise opportunity ("Brochure"). Based upon the prior documents and the discussions between the Parties hereto TFC shall provide Client with the suggested wording and layout for the Brochure.

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(2)Franchise Operating Manual

Based upon the information contained in the UFOC, franchise agreement, marketing brochure, further information and discussions with Client, TFC will produce a Franchisee Operating Manual ("Manual"). This Manual will be used by Client in the training of new franchisees and used by franchisees as guidelines for the operation of the franchised business.

(3)Franchisee Training Program

TFC will consult with Client in the outline of a franchisee training program which may be used by Client in the training of new franchisees. The training program will be based upon the completed Manual.

(4)Franchise Registration Assistance

TFC shall provide consultation services with Client in the preparation and filing of applications for registration of the franchise offering documents with regulatory agencies requiring such registration, filing or review. This service will be provided on a state by state basis in those jurisdictions in which Client intends to market its franchises. Although the charges for the home state of Client are included in the retainer paid by Client, payment of the fees required by each registration state shall be the sole responsibility of Client, in addition to a $500 fee to TFC for each registration state. As of the date of this franchise development agreement the following states are known to require such fees and applications: California, Hawaii, Florida, Illinois, Indiana, Maryland, Michigan, Minnesota, New York, North Dakota, Oregon, Rhode Island, South Dakota, Texas, Virginia, Washington and Wisconsin.

(5)Systems and Forms

TFC will discuss with Client the various systems, forms and reporting procedures that are available and will recommend certain systems and forms to Client.

(6)Support Programs

TFC shall provide consulting services during the term of this Agreement. These services shall include advice on programs and systems to provide an ongoing link between Client and its franchisees, including profit and loss statements, analysis tools, and marketing and operational forms.

(7)Franchise Marketing

TFC shall provide Franchise Marketing and Sales consulting services to Client concerning the various methods of franchise marketing and the mechanics of conducting and completing the franchise sale.

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(8)Advertising

TFC will supply Client with samples of suggested advertising materials designed to attract prospects and leads for the sale of franchises. With respect to the provision of each of the above consultation services it is specifically understood by Client that TFC shall provide such consultation by facsimile transmission, e-mail through Internet services and/or regular mail. This will provide a complete record of all communications and advice and will considerably reduce the cost to both parties.

If Client desires continuing operational, marketing and advertising consultation and management services following the services provided during this Agreement, TFC shall provide such services for a monthly retainer of $2,000 per month payable at the commencement of such services and on the same date of each month thereafter for which such services are to be provided. Client may terminate this continuing assistance at any time by written notice that the next month's retainer will not be paid.

2.Expenses

TFC shall pay its own expenses of word processing, typing, photocopying and mailing of materials prepared on behalf of Client as well as telephone communications made by TFC on behalf of Client.

Client shall reimburse, on an as-billed basis, for any travel, room and board expense incurred by TFC on behalf of Client provided that the incurring of any such expense has received the prior written or e-mail approval of Client. Client agrees to pay for all printing costs of the franchise agreement, UFOC, brochures, advertisements and for all photography and camera-ready artwork and all other advertising and marketing materials.

Client agrees to pay for all fees or charges of any regulatory or governmental agency for registration or other documentation of the offering of sale of Client’s franchise opportunities.

3.Cooperation

Client acknowledges that its cooperation is essential to the timely completion of the services to be performed by TFC pursuant to this agreement. Therefore, Client agrees to make its staff and facilities available to TFC upon reasonable request and to promptly provide TFC with all materials so requested and to timely respond to inquiries of TFC.

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4.Confidentiality and Non-Competition

TFC hereby covenants and agrees that any and all information received from Client shall be treated as absolutely confidential and shall not be divulged to any person or entity for any purpose whatsoever without the specific, written or e- mailed permission of the person signing below on behalf of "Client." TFC further agrees that it will not compete in any manner at any time in any business or venture related to the business of Client unless at the specific written request of Client.

5.Consulting Fee

Client shall pay a consulting fee of $21,500 for the provision of the services as described in this Agreement, except for registration services, for which there are separate charges. An initial retainer of $6,500 shall be paid immediately upon the execution of this Agreement. On the thirtieth day following the execution of this Agreement Client shall commence monthly payments of $3,000 on that date and continuing with the same payment on the same day of each month thereafter for a period of five months, whereupon the full amount shall have been paid in full.

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