ASSIGNEMENT CONTRACT NO23
Moscow 31st of December 2004
VICTORIA RESOURCES, INC., hereinafter referred to as "ASSIGNOR", represented by
Xxxxxxxxxx V.P., acting on the grounds of the letter of attorney w\n dated
13.08.2003, on the one part, and
LLC "TK "PTOMTECHRESURS", hereinafter referred to as "CESSIONARY", represented
by the Director, Vozhdaev V.A., acting on the grounds of the Statute, on the
other part, have made the present Contract about the following:
1. SUBJECT OF THE CONTRACT
1.1. The Assignor shall assign and the Cessionary shall accept the right of
demand to receive the share actual value in the charter capital of LLC
"Victoria-Sibwood" in the amount of 15 300 000 (fifteen million three hundred
thousand) rubles, that is equal to 551 377,18$ (five hundred fifty one thousand
three hundred seventy seven dollar and eighteen cents), according to official
rate of exchange of Central Bank of RF on 31.12.2004 (rate of xxxxx against the
dollar - 27,7487 rub. For dollar) to LLC "Victoria-Sibwood", hereinafter
referred to as "Debtor", under the articles of association of LLC "Victoria
Sibwood" (Minutes 1 of organization meeting of Limited Liability Company
"Victoria- Sibwood", dated the 3rd of September 2003, Foundation Agreement LLC
"Victoria Sibwood", Bylaws of LLC "Victoria- Sibwood", Minutes No3 of
extraordinary General Meeting of LLC "Xxxxxxxx Xxxxxxx", dated the 17th of
September 2003), Notification of Assignor about the quitting the participants of
LLC "Xxxxxxxx-Xxxxxxx dated the 5th of August 2004.
Before quitting the participants of LLC "Victoria-Sibwood, Assignor made a
contribution to the authorized capital of LLC "Victoria-Sibwood" in the amount
of 15 300 000 (fifteen million three hundred thousand) rubles on the grounds of
Minutes No3 of extraordinary General Meeting of LLC "Xxxxxxxx Xxxxxxx", dated
the 17th of September 2003.
1.2. The right of demand, mentioned in point 1.1. of the present Contract,
is assigned to Cessionary in full and under the terms, determined at the moment
of the present Contract conclusion.
Cessionary:
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1.4. On the grounds of the present Contract,
Xxxxxxxxxx acquires the right to act without Assignor's letter of attorney on
his own behalf.
2. RIGHTS AND LIABILITIES OF THE PARTIES
2.1. Cessionary is liable:
2.1.1. To pay the Assignor fee in the amount and under conditions
determined by point 3 of the present Contract.
2.1.2. To send a written notice to the Debtor, informing about lapse of
right under the present Contract, within 10 (ten) calendar days upon the moment
of documents receipt, as provided by point 2.2.1. of the present Contract.
2.2. Assignor is liable:
2.2.1. To submit the Cessionary all the documents, certifying the right of
demand under the present Contract within 10 (ten) banking days upon the
subscription of the present Contract.
2.2.2. When signing the present Contract, to give the Cessionary all the
information necessary for lapse of right of demand from Cessionary to the Debtor
under the present Contract.
3. PAYMENT ARRANGEMENTS
3.1. Cessionary shall pay a fee to Assignor for the lapse of right of
demand under the present Contract to the Debtor; the fee appears as a result of
xxxxx rate strengthening against USD within the validity period of the present
Contract.
4. PAYMENT SCHEDULE
4.1. The Cessionary shall pay in accordance
With the following schedule
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No Date Amount, $USD
-------- ----------------- ------------
1. 30.09.2005 68 922,00
-------- ----------------- ------------
2. 31.12.2005 68 922,00
-------- ----------------- ------------
3. 30.03.2006 68 922,00
-------- ----------------- ------------
4. 30.06.2006 68 922,00
-------- ----------------- ------------
5. 30.09.2006 68 922,00
-------- ----------------- ------------
6. 31.12.2006 68 922,00
-------- ----------------- ------------
7. 30.03.2007 68 922,00
-------- ----------------- ------------
8. 30.06.2007 68 923,18
-------- ----------------- ------------
Total: 551 377,18
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The total amount is five hundred fifty one thousand three hundred seventy seven
dollar and eighteen cents.
Cessionary:
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5. THE PARTIES RESPONSIBILITY
5.1. The Assignor does not bear any responsibility against the Cessionary
for non fulfillment or improper fulfillment of Debtor's liabilities concerning
the return of share actual value in the authorized capital of LLC "Victoria
-Sibwood" in accordance with point 1.1. of the present Contract.
5.2. Concerning other provisions, not stipulated by the present Contract,
the Parties bear responsibility as provided by the current legislation.
6. CLAIMS
6.1. All disputes or differences which may arise out or in connection to
the present Contract are to be settled during negotiations. In case the Parties
are unable to reach unanimous decision, all the disputes shall be referred to
the Arbitration Court of Chelyabinsk region.
7. FINAL PROVISIONS
7.1. Contract period of validity is fixed from the moment of its
subscription and to the complete fulfillment of all obligations.
The right of demand is lapsed from the Assignor to the Cessionary upon the
subscription of the present Contract.
7.2. All changes and Annexes to the present Contract are considered valid
only if they are made in written form and signed by authorized representatives
of the both parties.
7.3. Concerning other provisions, not stipulated by the present Contract,
the Parties follow the current legislation of RF.
7.4. The Parties shall within 7 (seven) working days inform each other
about change of the name of the company, address, banking details or other
reorganizations.
7.5. Parties are obliged to keep confidential concerning any information
about Parties activity disclosed when executing the present Contract and being
the commercial secret of any of the Party.
The present point of the Contract remains valid after the expiry date of the
present Contract.
Cessionary:
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7.6. The present Contract is drawn out in duplicate valid equally, a copy
for either of the parties.
8. ADDRESSES AND BANKING DETAILS OF THE PARTIES.
CESSIONARY:
LLC "TK "Promtechresurs"
Legal address: 454080 Chelyabinsk, Vitebskaya
Str..2-B TIN 7449044937 000000000 -
1047422507626 -/- 40702810100001001689 at
Chelyabinsk Branch OJSC JSCB "Avtobank-
Nikoil" Chelyabinsk C\A 30101810100000000781
BIC 047501781 51.65.2,51.65.6
074191257
Director:
/S/ Vozhdaev V.A.
[SEAL]
