Negotiating a contract is a complicated business as there are a lot of terms and conditions to be agreed upon. Each party pursues its own goals and wants to protect its interests. That is why the process of negotiation is a way of finding a compromise to reconcile differences. This goal is achieved through a series of negotiations. At all stages various issues are discussed, and parties may come to an agreement on some specific terms and conditions. To summarize the results of each stage of negotiations parties must draw up and sign minutes of meeting (MOM) in which the reached agreements are stated. This document is aimed at facilitating the signing of the contract.

These Minutes of Meeting (MOM) are drawn up pursuant to the visit of representatives of TELECOM CO. to Moscow and meetings held with V/O ROSEXPORT.

MOSCOW January 16, 20__

During negotiations which took place within the period from 10 to 16 January 20__ the Parties summarized the results of activity on «STAR» project and reached the following agreements:

1. On technical issues of «STAR» project:

1.1. The basis for technical aspects reports was pre-design phase documentation delivered under Contract No. 68 handed over to ROSEXPORT.

1.2. The Parties have discussed in detail all technical issues raised by the experts of TELECOM CO. While studying pre-design documentation and other issues relating to the project ROSEXPORT have given exhaustive answers and additional information that are described in APPENDIX 1 to the present MOM.

1.3. As a result of technical negotiations the Parties have agreed, that after signing the present MOM, they have completed basic technical reviews as well as determined requirements for the project as per the draft of Contract No. 68.

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1.4. ROSEXPORT within two months of the date of present MOM signing will prepare all the necessary corrections of «Performance and Operational Requirements» and submit to TELECOM CO. the documents in question.

2. Financial issues of «STAR» project:

2.1. As a result of the price negotiations: TELECOM CO. has defined its position concerning the total price of «STAR» project to the extent of 85 million (eighty five million) US dollars.

2.2. ROSEXPORT has defined its position concerning the total price of «STAR» project to the amount of 105 (one hundred oh five million) US dollars. This price can be arrived at by granting the 11 (eleven) per cent discount off the total project price to the amount of 121 (one hundred twenty one thousand) US dollars as specified in Financial annex No. 1.

2.3. Any other financial schemes of the project different to those defined in Clause 2.1, 2.2 will be a subject for additional negotiations.

2.4. Notwithstanding the divergence in the Parties’ positions in respect to the price, they have agreed to take positive efforts in making their positions closer in order to come to an agreement on a mutually acceptable price.

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With this purpose it is decided:

a. ROSEXPORT prolongs the validity of its financial offer subject to Clause 2.3 till February 25, 20__.

b. It is agreed by all present that the Parties will hold a meeting in Moscow after February 5, 20__ to finalize the contract negotiations.

c. Without coming to any agreement on Point 8 on the agenda (Delivery time) the negotiations are adjourned till further meetings between the Parties.

d. Everyone agreed unanimously on the idea that all the members of the negotiations express their satisfaction with the format of the reports presented.

e. A new system of conducting negotiations is proposed whereby each Party will take it in turn to chair the meeting.

The minutes circulated after the meeting are duly signed.

For and on behalf of ROSEXPORT

For and on behalf of TELECOM CO.