AGREEMENT TRANSFER OF SHARE OF LLC "VICTORIA SIBWOOD" Novosibirsk July 26, 2004 VICTORIA RESOURCES, INC., represented by Kislinskii Victor Petrovich, acting on the grounds of the letter of attorney w\o No. dated August 13, 2003, hereinafter referred to as the "Seller", on the one part, and Limited Liability Company "Tomlesprominvest", represented by the Director Efimenko Nikolay Nikolaevich, acting on the grounds of the Charter, hereinafter referred to as the "Buyer", on the other part, have made the present Agreement about the following: 1. SUBJECT OF THE CONTRACT 1.1. Under the present Agreement, the Seller shall sell and the Buyer shall buy the share in charter capital of LLC "Victoria Sibwood" of nominal value 5000 (five thousand) Ruble, constituting 50 (fifty) % of charter capital of LLC "Victoris Sibwood" and beneficially owned by the Seller (hereafter -the "Share"). 1.2. Share has been paid in cash to the Seller's representative upon the subscription of the present Agreement. 2. PARTIES' LIABILITIES 2.1. The Seller is liable: 2.1.1. To inform LLC "Victoria Sibwood" in the written form about transfer of share in charter capital to the Buyer within 14 (fourteen) calendar days upon the subscription of the present Agreement. 2.2. The Buyer is liable: 2.2.1. To pay for the share in the charter capital of LLC "Victoria Sibwood" in accordance with terms stipulated by the present Agreement. 3. ARBITRATION 3.1. All disputes which can arise out or in connection with the present Contract shall be solved by means of mutual negotiations. 3.2. In case a mutually acceptable decision cannot be reached, the dispute is referred to Arbitration Court of Chelyabinsk Region. 4. VALIDITY PERIOD 4.1. The Agreement comes into force upon subscription and till the complete fulfillment of all liabilities. 4.2. Unilateral refusal to fulfill obligations under the present Agreement is not allowed. 5. ADDITIONAL PROVISIONS 5.1. The present Agreement is drawn out in duplicate valid equally, for either of the Party. 5.2. All changes and alternations to the present Agreement are considered valid only if made in the written form and signed by the both Parties 5.3. The Parties shall act in accordance with the current legislation of RF in other events not specified by the present Contract. 6. PARTIES ADDRESSES AND BANKING DETAILS BUYER: LLC "TOMLESPROMINVEST" Adress: 630007, Russia, Novosibirsk Region, Novosibirsk, Serebrinnikovskaya 23; Tax ID: 5406168235; registered by Novosibirsk Registration Chamber in July 27, 2000, registration certificate No. 30203 DIRECTOR: /S/ N.N. EFIMENKO