EXHIBIT 10.6(c)
PROTOCOL OF MUTUAL
UNDERSTANDING AND SUPPORT
This Protocol of Mutual Understanding and Support between the
"INSTITUTE OF INDEPENDENT SOCIAL AND ECONOMIC STUDIES - INSEI" LLP. ("INSEI"),
registered in Russian Federation, represented by Xxxxxxx X. Xxxxxxxxxx, Chairman
of INSEI Board, acting on the basis of its Charter, and IPORUSSIA, INC. ("IPO")
registered in the United States, represented by Xxxxxxxx X. Xxxxxxxxx, President
and Chief Executive Officer, acting on the basis of its Charter, was executed on
December 25, 2002.
WHEREAS:
A. INSEI and IPO are equally committed to the introduction of Russian Companies
("Corporations"), to the international investment communities to facilitate the
growth of the Corporations; thus accelerating development of Russian economy.
B. INSEI and IPO agree that introducing the Corporations to the public stock
market in the United States of America and having their shares traded on the
United States Stock Market would assist in the capital growth for these
Corporations and expand the economy of the Russian Federation.
C. IPO is a United States Company primarily focused on introduction of Russian
Corporations to the United States and International Investment Communities with
the goal of obtaining working capital for the Corporations.
D. INSEI and IPO have held meetings and have reached understandings with regard
to certain matters related to the cooperation in the sphere of assisting Russian
Corporations.
INSEI AND IPO HEREBY EXPRESS THEIR UNDERSTANDING IN THIS RESPECT AS FOLLOWS:
1. Cooperation.
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(a) IPO shall support INSEI by interviewing U.S. accounting firms (the "Firm")
that have intentions of working in the Russian market and are willing to enter
into an appropriate agreement with INSEI (that shall be negotiated separately by
the Firm and INSEI);
(b) IPO shall support INSEI recommending to its clients the consulting and
accounting services provided by INSEI in accordance with the Russian Law;
(c) INSEI shall support IPO by providing from time to time financial and
economic consulting services on commercial basis, identifying Russian
Corporations that have intentions of going public, and will facilitate the
introduction of IPO to such Russian Corporations, and the promotion of IPO as a
legal entity in the Russian Federation involved in assisting Russian
Corporations; and
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(d) INSEI shall support IPO by attracting IPO for participation in INSEI
organized and conducted seminars and other events.
2. Contracts With The Corporations. IPO undertakes that all contracts with the
Russian Corporations will be concluded on the terms fully complying with the
laws of the Russian Federation.
3. Exchange of Information. INSEI and IPO understand and agree that from time to
time they will exchange economic and other information that would be mutually
beneficial to carry out the spirit and intent of this Protocol.
4. Joint Actions. INSEI and IPO understand and agree that from time to time they
might develop and accomplish certain actions with the goal of promotion of
stated joint actions; financing of these actions shall be coordinated and agreed
upon between the Parties.
5. Notices. All notices, requests, consents and other communications between the
Parties hereunder shall be in writing, shall be addressed to the receiving
Party's address set forth below or to such other address as a Party may
designate by notice hereunder, and shall be either (i) delivered by hand, (ii)
made by telecopy or facsimile transmission and e-mail, (iii) sent by recognized
national overnight courier service, or (iv) sent by registered mail, return
receipt requested, postage prepaid.
If to INSEI:
Xx. Xxxxxx X. Xxxxxxxxxx
Chairman of the Board
"INSTITUTE OF INDEPENDENT SOCIAL
AND ECONOMIC XXXXXXX" XXX
Xxxxxx 000, 00 Xxxxxxxx Xxxxxx
Xx. Xxxxxxxxxx, 000000, Russian Federation
Tel: (000) 000-0000
Fax: (000) 000-0000
E-mail: xxxxx@xxxxx.xx
If to IPO:
Xxxxxxxx X. Xxxxxxxxx
President and Chief Executive Officer
IPORUSSIA, INC.
00 Xxxxxxxx Xxx.
Xxxxxxx, Xxx Xxxx 00000
Xxxxxx Xxxxxx of America
Tel/Fax: (000) 000-0000
e-mail: xxxx@xxxxxxxxx.xxx
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In witness of their understanding on these matters INSEI and IPO have duly
signed and executed this Protocol of Understanding and Support in the City of
Moscow.
INSTITUTE OF INDEPENDENT SOCIAL IPORUSSIA, INC.
AND ECONOMIC STUDIES , LLP.
By: /s/ X. X. Xxxxxxxxxx By: /s/ Xxxxxxxx X. Xxxxxxxxx
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Xxxxxxx X. Xxxxxxxxxx Xxxxxxxx X. Xxxxxxxxx
Chairman of the Board President and CEO
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