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AGREEMENT

Kaliningrad                                                                 November 3, 2012

Company XXXX, located at XXXX str., Kaliningrad, Russia, represented by its President Mr. XXXX, acting on the basis of the Charter, hereinafter referred to as "the Seller", on the one hand, and ZAO "XXXX", represented by Director General XXXX, acting under the Charter, hereinafter referred to as "the Purchaser of the Promissory Note", on the other hand, together hereinafter referred to as "the PARTIES", guided by the current Russian and International legislation on Promissory Notes and Bills of Exchange, have concluded the present Agreement on the following:

1. The Seller promises to transfer into ownership, and the Purchaser of the Promissory Note to accept on the terms of the present Agreement interest-free Promissory Note # 36 ZAO "XXXX" (49 XXXX str., Kaliningrad), drawn in Kaliningrad June 27, 2010, maturity date: upon demand, but not until April 20, 2013, principal amount (face value): 100 000 (one hundred thousand) of Russian rubles.

2. This Promissory Note is transferred to the Purchaser of the Promissory Note to repay the debt of the Seller to the Purchaser of the Promissory Note at face value, i.e. 100 000 (one hundred thousand) of Russian rubles.

3. The present Agreement is also the Acceptance-Transfer Act of the Promissory Note. By signing the present Agreement the PARTIES hereby declare that the Promissory Note is physically transferred to the Purchaser of the Promissory Note by the Seller and is drawn in accordance with Russian legislation on Promissory Notes.

4. All disputes and differences arising out of the present Agreement or in connection therewith shall be settled in court in accordance with the current Russian legislation, while the norms of International legislation on Promissory Notes shall also be applicable.

5. The present Agreement shall enter into force upon signature by the PARTIES and shall remain in force until the PARTIES have discharged in full their obligations under this Agreement.

6. All modifications and amendments to the present Agreement shall be valid if made in writing and signed by authorized representatives of the PARTIES.

7. This Agreement is made in duplicate. One copy is kept by the Seller, the second copy is handed over to the Purchaser of the Promissory Note. Both copies are equally valid.

SIGNATURES OF THE PARTIES: 

Seller: Company XXXX, located at XXXX str.,

President__________

Purchaser of the Promissory Note: ZAO “XXXX”, located at 49 XXXX str., Kaliningrad, Russia, 236000.

Director General__________