LEGAL SERVICES AGREEMENT

2.2       Enlisting the assistance of persons to discharge the assignment for the Client, including outside advisors, consultants and experts, shall be done only with the Client's consent.
3. Payment for Services and Disbursements

Standard Hourly Fee Arrangements

3.1.      The Client agrees to pay the Еxecutor such fees, disbursements and other charges as invoiced by the Еxecutor under this Agreement in connection with the provision of the Services.

3.2.      The Еxecutor will charge for all activities undertaken by the Еxecutor in providing the Services to Client under this Agreement, including, but not limited to, the following: study and legal analysis of the documents; drafting documents (agreements, letters, requests, legal opinions, statements of claim, lawsuits, statements of defence, applications, petitions, others); legal researches; participation in meetings and negotiations; court sessions (preparation and participation); business trips; telephone/video conferences with the Clients and/or his authorized employees.

3.3.      In case of necessity Еxecutor's Employee to go on a business trip on the Clients' matter, every day of the Еxecutor's employees being on a business trip shall be calculated for the Fees based on four (4) hours per day. The days when the Еxecutor left for and arrived from the business trip shall be calculated based on the spent time, including the travelling time.

Fees and Rates

3.4.      The Fees of the Еxecutor are based on the time incurred by the Еxecutor, calculated in increments of tenths of an hour and computed at hourly rates of the Еxecutor.

3.5. The hourly rates of the Еxecutor are determined by the Еxecutor in accordance with its fee policy, based on the level of professional expertise. Such hourly rates are subject to regular, as a rule on an annual basis, adjustment by the Еxecutor to reflect changes in the market conditions, cost increases and increased expertise and experience of the Еxecutor.

At the Client's request, the Еxecutor shall notify the Client about the hourly rates effective during the relevant period. By entering into this Agreement, the Client agrees to pay for the Services at the rates effective when those Services were performed.

3.6. At the conclusion of this Agreement, the Еxecutor's hourly rates fall within the following ranges: EUR 500 / USD550 per hour.
Hourly Rates Adjustment

3.7.      The Еxecutor shall notify the Client in writing of the increase of the hourly rates (the "Rates Increase Notice”). If this Agreement is in effect, the hourly rates charged to clients might get increased. That increase may be applied to fees incurred under this Agreement, but only concerning Services provided 45 days after the Client receives the Rates Increase Notice. If the Client chooses not to consent to the increased rates, it may terminate this Agreement by written notice (the "Termination Notice"). In this case, the Agreement shall be terminated as of the day when the Еxecutor receives the Termination Notice.

Non-Hourly Fee Arrangements

3.8.      After consultation with the Client, the Еxecutor may also take into account other factors in addition to the Еxecutor's hourly rates when invoicing the Client for the Services when, in the judgment of the Еxecutor, the fees computed on an hourly basis do not fairly reflect the value of the Services provided to the Client. Such factors may include but are not limited to, the novelty or complexity of the issues and problems encountered, the time limitations imposed by the Client or other unusual circumstances, the results achieved, the unusual level of skill required, the significance of the Еxecutor's role, and the efficiency with which the Services were performed.

Disbursements and Other Charges

3.9.      It is anticipated that the Еxecutor will incur various disbursements and other charges in performing the Services for the Client and when required, will provide the Client with ancillary services in connection with the performance of the principal Services. The Client agrees to pay for those charges and expenses in addition to the fees for the Services. For purposes of illustration, the disbursements and other charges commonly including but not limited to long-distance telephone, facsimile and other types of electronic communication, courier, messenger and other delivery fees, postage, translation and interpretation fees, travel expenses (including transportation, meals, lodging and all other costs of any necessary travel by Еxecutor's to discharge the work requested), photocopying and other reproduction costs, secretarial and clerical staff overtime as may be reasonably required to meet the deadlines involved in the Client's matter, state duties, state registration and filing fees and similar expenditures. The ancillary services include translation and interpretation, courier services, and the use of the Еxecutor's automobile(s). At the Client's request, the Еxecutor will inform the Client of effective rates for the ancillary services. Such rates are subject to modification in accordance with the Еxecutor's fee policy.

3.10.    After consultation with the Client, the Еxecutor may request that the Client make an advance payment to cover such expenditures that the Еxecutor must advance on behalf of the Client; alternatively, the Еxecutor may request that the Client make payments to cover certain expenditure directly, particularly in circumstances where the costs relate to the payment of state duties, state registration fees or similar expenditures, which, if paid by the Client to the Еxecutor and subsequent payment by the Еxecutor on the Client's behalf, may cause negative consequences to the Еxecutor due to specific regulations. The Client agrees to comply with such requests of the Еxecutor.

Estimates

3.11.    At the request of and for the Client's convenience, the Еxecutor may estimate the fees, which the Еxecutor anticipates will be charged with respect to the Services. However, such estimates are inexact and, unless agreed by the Еxecutor in writing, should not be considered ranges or caps. This may be particularly true in matters where one cannot anticipate the amount of time required to respond to courses of conduct which other parties initiate and where the pace of the negotiations may not always be within the Client's or Еxecutor's control. Therefore, in the absence of a specific agreement, any estimates made by the Еxecutor are for planning purposes only and are subject to the Еxecutor's regular billing procedures.
4. INVOICING AND PAYMENTS UNDER THE AGREEMENT

Payment of Invoices and Acceptance of Services

4.1.      The Еxecutor will tender invoices for the Services at such intervals as it deems appropriate, usually monthly. If the consulting fees or costs incurred for a particular month were minimal, the invoice may be held and combined for the following month.

4.2.      The Client agrees to pay Еxecutor's invoices in full forthwith and, in any event, each bill shall be paid in full within fifteen (15) calendar days after its receipt by Client, unless, of course, if according to another arrangement between the Parties, the Retainer has been made in advance. The Еxecutor reserves the right to charge default interest on overdue amounts of 0.3% for each day of delay. In addition to the foregoing, to the extent that any invoice is not settled in full within fifteen (15) days of its receipt, the Еxecutor reserves the right to cancel the original invoice and issue a new invoice.

4.3.      If the Client does not agree with the invoiced amount of Fees and Expenses, it shall notify the Еxecutor forthwith, and the parties will do their best to settle the disputes in the shortest possible time. If, within fifteen (15) working days of the date of receipt of the invoice, the Client does not contest the invoice, it shall be deemed that the Client has agreed with the number of Fees and Expenses outlined in the invoice and, therefore, the Services shall be deemed accepted by the Client. If the Client disagrees with the rendered Services, the Parties shall make all efforts to settle all disputes and controversies in the shortest possible time; in the latter case, the Services shall be deemed accepted as of the day of payment, i.e. on the day when the funds are received onto the Client's bank account.

4.4.      To the extent required by applicable legislation or regulations, or in the event requested by any of the Parties to this Agreement, the Parties shall execute a separate act on the completion and acceptance of the Services (the "Act).

5. Conflicts of Interest

5.1.      The Client acknowledges that it is aware that the Еxecutor acts for many clients worldwide and that the breadth of the Client's operations may bring it into contact with some of such other clients of the Еxecutor. The Client also acknowledges and understands that the Еxecutor acts for other clients who may occasionally compete with the Client and that the Еxecutor expects to continue to act for those existing clients and other new clients. Based on the foregoing, the Parties agree that the representation of another client of the Еxecutor in a matter adverse to the Client that is not substantially related to the Еxecutor's engagement hereunder shall not institute a conflict of interest. Notwithstanding the foregoing, the Еxecutor will not represent any other client with adverse interests in any instance where, as a consequence of the Еxecutor's representation of the Client, the Еxecutor has obtained sensitive, proprietary or other confidential information of a non-public nature that, if known to any such other client of the Еxecutor, could be used in a matter in which the other Client retains the Еxecutor to the material disadvantage of the Client.

5.2.      Each Party hereby acknowledges that, except as disclosed to the other Party, to the best of its knowledge, as of the Effective Date, no conflict of interest exists, nor is it aware of any circumstance that with the passage of time may reasonably lead to a conflict of interest.

5.3.      The Еxecutor undertakes to use its best efforts to avoid any conflicts of interest in accordance with the applicable rules of professional ethics and responsibility which govern the activities of its professional staff and will use its best efforts to advise the Client at such time as the Еxecutor becomes aware of any representation by the Еxecutor of another client whose interests may be adverse to those of the Client. The Client undertakes to inform the Еxecutor immediately of any potential conflict of interests, which the Client may anticipate or become aware of.

6. Termination of the Agreement

6.1.      The Client may terminate this Agreement at any time upon written notice to the Еxecutor.

6.2.      The Еxecutor may withdraw its representation of the Client and the provision of the Services to the Client and/or terminate this Agreement with the Client's consent or for good cause. For purposes of this Agreement, the term "good cause" shall include a breach by the Client of its obligations (including payment obligations) under this Agreement, the refusal of the Client to cooperate with the Еxecutor or to follow Еxecutor’s advice on a material matter or any other fact or circumstance that would, in the reasonable judgment of the Еxecutor, render the continuing representation of the Client unlawful, unethical or would adversely impact the professional reputation of the Еxecutor.

6.3.      In cases not specified in Articles 6.1 and 6.2 above, this Agreement shall terminate upon the completion of the specific Services that the Client has engaged the Еxecutor to perform hereunder. However, if the Parties have agreed that the Еxecutor is to supply a series of Services according to separate requests made by the Client from time to time, this Agreement shall terminate when more than twelve months have elapsed from the last time that the Еxecutor furnished any Services to the Client pursuant to the latest request. To the extent the Client retains the Еxecutor to perform further or additional services, the Еxecutor-Client relationship will be revived, subject to the terms and provisions of this Agreement and any supplement or amendment thereto that may be agreed between the Parties at such time. The fact that the Еxecutor may occasionally inform the Client of developments in the law by newsletter, legal alert or otherwise should not be understood as a revival of the Еxecutor-Client relationship. Moreover, the Еxecutor undertakes no obligation to inform the Client of such developments in the law unless the Еxecutor has been specifically engaged to do so in writing by the Client in ассоrdance with the terms of this Agreement (or any supplement or amendment thereto).

6.4. Termination of the engagement hereunder and/or this Agreement shall not, however, relieve the Client of its obligation to pay the fees due for Services rendered and additional charges incurred prior to or resulting from the termination, and such fees and disbursements shall immediately become due and payable upon presentation by the Еxecutor of an invoice therefore.

6.5.      Following termination of the engagement, any non-public information provided to the Еxecutor by the Client, which, at the time of the termination, is retained by the Еxecutor, will be kept confidential in accordance with the applicable rules of professional responsibility and ethics, which govern the activities professional staff of the Еxecutor, to which the Еxecutor is bound. At the Client's request, any and all documents and property of the Client will be returned to the Client. However, the files of the Еxecutor, including staff work product pertaining to the matter, will be retained by the Еxecutor. Unless other arrangements have been made with the Client in writing, the Еxecutor reserves the right to destroy or otherwise dispose of any documents and other property retained by the Еxecutor upon the termination of this Agreement; however, in doing so, the Еxecutor must ensure the preservation of confidentiality of any information which is not publicly available or publicly accessible.

7. Dispute Resolution

7.1.      Any controversy or Dispute arising between the Parties in connection with this Agreement or the Services provided hereunder or negotiations between the Parties shall settle their payment (the "Disputes").

7.2.      If negotiations between the Parties

cannot settle the Dispute, such Dispute shall be settled by the competent court according to legislation and the law of the defendant's country.

8. Confidentiality

8.1.      The Еxecutor shall ensure the confidentiality of all information and documentation provided by the Client in verbal or written form in connection with the provision of any Services hereunder. The Еxecutor shall undertake to use its best efforts to ensure that such information and documentation is kept secure and protected against theft, damage, loss or unauthorized access and shall refrain from the transfer or other disclosure of such information or documentation by the Еxecutor's employees to any third party, except to the extent such transfer or disclosure is expressly authorized by the Client, or is required to be disclosed to governmental authorities or agencies (including law enforcement agencies) in accordance with BVI legislation. The obligations imposed by this Article on the Еxecutor shall not apply to information which (i) at the time it is received is in the public domain or (ii) subsequently comes into the public domain through no fault of the Еxecutor.

9. Miscellaneous

9.1.      Effective Date. This Agreement shall take effect as of the Effective Date and shall be valid and effective until terminated in accordance with the provisions of Article 6 of this Agreement.

9.2.      Amendments. Any changes, amendments or supplements to this Agreement must be made or proven to be confirmed in writing and signed by both Parties.

9.3.      Instructions to the Еxecutor. The Client shall notify the Еxecutor in writing of the names and positions of the Client's officers or employees who are authorized to issue instructions to and request the provision of Services by the Еxecutor. Until such notice is made to the Еxecutor, the Еxecutor shall accept and act on any instructions or requests from any of the Client's employees, representatives or agents who have actual or apparent authority to instruct the Еxecutor.

9.4.      Originals. This Agreement has been drawn up in two original copies in English languages.