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Amendment of the

CONTRACT

relating to the formation and activities

of the Joint VentureTAKT

between

The State Committee of the Republic of Sacha for

Privatisation, Antimonopoly Policy and

Support for Enterprise

67022 Yakutsk

Ulica Kirova No. 11

Republic of Sacha (Yakut)

Russian Federation

- hereinafter called the "Yakut Participant" represented by

Mr. R. Burnashov

and

the OEMV (JAKUTIEN) Exploration Gesellschaft m.b.H.

A-1090 Vienna

Otto-Wagner-Platz 5

Austria

a legal entity governed by Austrian Law,

- hereinafter called the "Austrian Participant" -,

represented by the

Director,Dipl. Ing. Helmut Langanger

PREAMBLE

PGO Lenaneftegasgeologia and OEMV (JAKUTIEN) Exploration Gesellschaft m.b.H.

signed the incorporation documents for thc TAKT Joint Venture on 7th June 1991;

The TAKT joint venture was registered with effect from 18th June 1991 in the

Soviet City of Yakutsk and on 18th August 1991 at the Ministry of Finance of the

Russian Federation;

In consideration of Decree No. 477 of 23.9.1991 of the Council of Ministers of

the Republic of Sacha the Managing Board of TAKT decided on 2nd October 1991 to

include GosKomnedra, of the Republic of Sacha (Yakut) as a further member of

TAKT;

By decision of the Council of Ministers of the Republic of Sacha of 23rd

September 1991 GosKomnedra Republic Sacha (Yakut) was liquidated.

The legal successor of GosKomnedra Republic Sacha (Yakut) is the Ministry for

the Energy and Fuel Industry of the Republic of Sacha;

By decision of the Council of Ministers of the Republic of Sacha of 19.1.1992,

No. 27, the raw materials industry of the Republic of Sacha was freshly

organized.

The Government of the Republic of Sacha (Yakut) stipulated the changing of the

founders of TAKT on the Yakut side on 29.5.92 in Decree No. 346/8.

The Managing Board of TAKT agreed on 29th September 1992 to the departure of

Lenaneftegasgeologia and of GosKomnedra from TAKT and the inclusion of the



Ministry for the energy and fuel industry as well as Jakutburneftegas as a new

participant in TAKT.

By decree of 14th October 1992 No. 848-r the Government of the Republic of Sacha

transferred all the shares of the State Administration organs in Joint Ventures

to the State Committee of the Republic of Sacha for Privatisation, Antimonopoly

Policy and Support for Enterprise.

The Managing Board of TAKT on 22nd February 1993 agreed to the transfer of the

shares in the TAKT joint venture from the Ministry for the Energy and Fuel

Industry and from Jakutburneftegas to the State Committee of the Republic of

Sacha for Privatisation, Antimonopoly Policy and Support for Enterprise.

Article 1

The Yakut member and the Austrian member do hereby agree, that on the basis of

thc contract relating to the formation and activities of a joint venture

including any appendices mentioned there of 7th June 1991 (Annex 1) as well as

the addenda and amendments in accordance with subsequent Article 2 the Yakut

participant is freshly included as a participant in the TAKT Joint Venture. The

Yakut participant takes over the rights and obligations under the aforementioned

contract as they have so far existed for the Yakut Russian participant.

Article 2

2.1. The contract relating to the formation and activities of the TAKT Joint

Venture is hereby amended as follows:

a)



Preamble

The first paragraph is amended as follows:

"The State Committee of the Republic of Sacha for Privatisation,

Antimonopoly Policy and Support for Enterprise, which in accordance with

the decree of the Government of the Republic of Sacha of 14th October 1992

No. 848-r has to take over all the shares in joint ventures from the State

Administration organs."



b)



Paragraph 7 point 2 is amended as follows:

"The funds as laid down in the Articles of Association shall be formed as

follows by the parties to the contract by cash inpayments in the form of

inpayments to the current accounts to be formed of the joint venture for

Roubles and for freely convertible currency or by non-cash capital

contributions, to be approved by the Managing Board:

1.



Austrian Participant

Cash inpayment or

Non-cash capital contribution

Totalling

US $1,000,000



2.



Yakut participant

Cash inpayment or

Non-cash capital contribution

Totalling

US $1,000,000

payable in US$ or Russian Roubles, converted at the officially

published rate of exchange of the State Bank of the Russian Federation

on the date of inpayment or provision of the non-cash capital

contribution.

Total value of the inpayments US $2,000,000."



c)



Paragraph 7 point 4 is amended as follows:

"The cash inpayments or non-cash capital contributions shall become due for

payment at the latest thirty days after receipt of all the necessary

approvals for the licenses in accordance with Paragraph 4.4 and the

exploration and production splitting contract."



d)



Paragraph 8 point 1 is amended as follows:

"In addition to the inpayments of the parties to the contract to the funds



in accordance with the Articles of Association the participants do hereby

grant to the Joint Venture for the first phase (Exploration) of his

activities fixed agreed private loans totalling

US $28,000,000

(in words: Twenty eight million US Dollars),

whereby each participant shall be responsible in accordance with the credit

and loan agreements attached to this contract (Appendices 5 and 6) for

US $14,000,000.

(in words: Fourteen million US Dollars), payable in US$ or Russian

Roubles, converted at the officially published rate of exchange of the

State Bank of the Russian Federation on the date of inpayment or provision

of the non-cash capital contribution."

e)



Paragraph 8 Point 4 is deleted and not replaced.



f)



Paragraph 28 Point 1, 1st paragraph is amended as follows:

"-It will make available to the Joint Venture free of charge all

geological, geophysical and other technical data relating to the sections

mentioned in Appendices 2 and 3 of this contract, which are in the

possession of companies, which are subordinate to the Yakut participant

directly or indirectly."



g)



Paragraph 31. Point 5 is supplemented at the end with a new subparagraph

"The rights and obligations of the two participants arising out of

Paragraph 31 Point 5 also apply equally to companies, which are subordinate

to one of the two participants, directly or indirectly."



h)



Paragraph 43 Point 1 Figure 5 and Figure 8 are amended as follows:

"Credit and loan agreement between the State Committee of the Republic of

Sacha for Privatisation, Antimonopoly Policy and Support for Enterprise and

the Joint Venture".

Figure 8 is deleted and not replaced.



2.2. The Articles of Association of the joint venture TAKT are amended as

follows:

a)



Paragraph 5 point 1 is amended as follows:

"State Committee of the Republic of Sacha for Privatisation, Antimonopoly

Policy and Support for Enterprise"



b)



Paragraph 8 Point 2 is amended as follows:

"1) The funds in accordance with the Articles of Association shall be

formed as set out hereinafter by the parties to the contract by cash

inpayments in the form of inpayments to the current accounts of the

joint venture to be set up for Roubles and for freely convertible

currency or by non-cash capital contributions, to be approved by the

Managing Board:

1.



Austrian participant:



Cash inpayment or non-cash

capital contribution

totalling US

$1,000,000

2.



Yakut participant:



Cash inpayment or non-cash

capital contribution

totalling US

$1,000,000

payable in US$ or Russian Roubles, converted at

the officially published rate of exchange of the State Bank of the

Russian Federation on the date of inpayment or non-cash capital

contribution.



Total value of the inpayments US $2,000,000.

c)



Paragraph 8 Point 4 is amended as follows:

"The cash inpayments or non-cash capital contributions shall become due at

the latest thirty days after receipt of all the necessary approvals for the

licenses in accordance with Paragraph 4.4 and the exploration and

production splitting contract."



d)



Paragraph 9 point 1 is amended as follows:

"In addition to the inpayments of the parties to the contract into the

funds in accordance with Articles of Association the participants do

guarantee to the joint venture for the first phase (exploration) of its

activities fixed agreed private loans totalling

US $28,000,000.

(in words: Twenty eight million US Dollars),

each participant being responsible in accordance with the credit and loan

agreements (Appendices 4 and 5) attached to this contract for

US $14,000,000.

(in words: Fourteen million US Dollars),

payable in US$ or Russian Roubles, converted at the officially published

rate of exchange of the State Bank of the Russian Federation on the date of

inpayment or the non-cash capital contribution."



e)



Paragraph 9 point 4 is deleted and not replaced.



f)



Paragraph 32 point 1 Figure 4 and Figure 7 are amended as follows:

Figure 4

"Credit and loan agreement between the State Committee of the Republic of

Sacha for Privatisation, Antimonopoly Policy and Support for Enterprise and

the Joint Venture"

Figure 7 is deleted and not replaced.



2.3 The State Committee of the Republic of Sacha for Privatisation,

Antimonopoly Policy and Support for Environment will enter with the TAKT

joint venture into a credit and loan agreement in accordance with Appendix

2. The credit and loan agreement shall be included as an integral

component and commercial principle of the contract governing the formation

and activities of the Joint Venture as Paragraph 43.1 Point 5 and as

Paragraph 32.1 Point 4 of the Articles of Association.

Article 3

All other paragraphs and appendices of the Contract relating to the formation

and activities of the joint venture as well as the Articles of Association

remain in force unchanged.

In the name and on the instructions of

THE STATE COMMITTEE OF THE REPUBLIC

OF SACHA FOR

PRIVATISATION, ANTIMONOPOLY POLICY AND

SUPPORT FOR ENTERPRISE

(Signature of Helmut Langanger)

In the name and on the instructions of

OEMV (JAKUTIEN) Exploration Gesellschaft m.b.H.

Last part - Contract



(Stamp and signature

dated 21.04.93 of the

State Committee of

Sacha)