Pre-Engineering-Agreement

between

Nikolaus Sorg GmbH & CO. KG

Stoltestrasse 23

97816 Lohr am Main

Germany

as represented by Mr. ………………………, (hereinafter referred to as the “Customer”, such title shall also include all legal successors of the Customer), on the one hand,

and

…………………………

…………………………

as represented by Mr. ……………………. (hereinafter referred to as the “Vendor”, which title shall also include all legal successors of the Vendor), on the other hand, hereinafter referred to individually as a “Party”, and collectively as the “Parties”, agreed upon and signed this Agreement as follows:

Preamble

Whereas, Orion Glass Float Ltd., Cherkassy, Ukraine(the “End-User”) has entered into a contract with Nikolaus Sorg GmbH & Co. KG, Lohr am Main, Germanyfor establishing a float glass production facility with a capacity of 800 tpd in Volnogorsk, Ukraine(the “Project”).

Whereas, Nikolaus Sorg GmbH & Co. KG and ………………….. (Vendor) have entered into a Contract No. ….. dated …. for the supply of Engineering, Equipment and Services for ………………… (….batch house / float bath / …. / …… ) to be supplied for the Project. (the “Supply Agreement”)

Whereas, Orion Glass Float Ltd. now wishes to receive from ………………….. (Vendor) certain Engineering Services to be performed before coming into force of the Supply Agreement between Nikolaus Sorg GmbH & Co. KG and ………………….. (Vendor).

Now, therefore it is hereby agreed as follows:

1.          Subject of Agreement

………….. (Vendor) shall perform and supply to the Customer Pre-Engineering Services as stated in Annex 1 to this Agreement (the Work) within the time schedule stipulated in Annex 2 to this Agreement.

2.          Price and Terms of Payment:

2.1   The total price for the Work pursuant to article 1 is

        €…………………….

        say in words: Euro ………………………………………………

2.2   The total price shall be paid by the Customer to the Vendor as follows:

xx % = € …………… as down payment within 14 days after effective date of this Agreement

xx % = € …………… within xx weeks after effective date of this Agreement

xx % = € …………… upon receipt by the Customer of the complete documents as per Annex 1 of this Agreement

All payments to be effected by direct bank transfer to the Vendor’s account against presentation of invoices.

2.3   The Customer shall only be obliged to arrange for payment of Vendor’s invoices in case he has received the corresponding payments from the End-User.

2.4   Any payments received by the Vendor under this Agreement shall be fully credited to the above mentioned Supply Agreement once this Supply Agreement has become effective and shall be returned to the account of the Customer within 10 (ten) working days after the Vendor’s receipt of the relevant payment(s) under the Supply Agreement for the same services related to the project mentioned in Article 1 of the present Agreement.

3.          Confidentiality:

3.1.     Neither the Customer nor the End-User shall use the Work to be supplied under this Agreement in case the above mentioned Supply Agreement is not coming into force until ………………..

3.2   The Confidentiality Agreement signed between the Parties is also valid for this Agreement and forms as Annex 3 an integral part of it.

4.          Miscellaneous:

4.1.     This Pre-Engineering Agreement is only covering the Vendor’s engineering expenses, i.e. the Vendor will not start to manufacture or to place any orders for the materials and equipment to be supplied under the above mentioned Supply Agreement.

4.2.     This Agreement shall be an integral part of the Supply Agreement between the Customer and the Supplier and all relevant terms and conditions of said Supply Agreement shall apply to this Agreement also.

4.3.     The following Annexes are an integral part of this Agreement and have the same force as this Agreement itself:

- Annex 1:      Scope of Pre-Engineering activities

- Annex 2:      Time Schedule

- Annex 3:      Confidentiality Agreement

4.4.     This Agreement has been drawn up in 2 (two) original copies in English language. Each Party holds 1 (one) copy.

5.          Effective Date:

5.1.     This Agreement comes into force upon its signature of both Parties.

Place, Date: ………………

……………………………………..          …………………………………….

(Vendor)                                              NIKOLAUS SORG GMBH & CO. KG