DRAFT

AT THE REQUEST OF OUR CUSTOMER ……………..WE HAVE ISSUED OUR PAYMENT GUARANTEE NO.__________________ FOR USD70.000,00 IN FAVOUR OF …………………, AND KINDLY ASK YOU TO FORWARD THIS GUARANTEE TO THE BENEFICIARY WITHOUT ANY OBLIGATIONS FOR YOU AND WITHOUT ANY CHARGES FOR US.

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QUOTE

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BENEFICIARY: ……………………………………………….

ACCOUNT NO. ………………………….. (USD)

BENEFICIARY'S BANK: RAIFFEISEN BANK POLSKA S.A., SWIFT: RCBWPLPW

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PAYMENT GUARANTEE NO. ___________________ .

WE HAVE BEEN INFORMED THAT………………………., CALLED `THE BUYER', ENTERED WITH YOU, CALLED `THE SUPPLIER', INTO CONTRACT NO.E/1/11/2002 DD 15.11.2002, SUPPLEMENTARY AGREEMENT NO. 3 DD 25/09/2003 AND SUPPLEMENTARY AGREEMENT NO.4 DD 25/09/2003 THERETO, CALLED THE `CONTRACT' FOR SUPPLY OF UNIVERSAL SEALING-IN MACHINE `WINDMOLLER AND HOLSCHER VICKET' AT THE PRICE OF USD70.000,00, CALLED `THE GOODS'.

WE ALSO UNDERSTAND THAT THE DUE FULFILLMENT OF THE BUYER'S PAYMENT OBLIGATIONS TOWARDS YOU UNDER THE CONTRACT MUST BE SECURED BY A PAYMENT GUARANTEE FOR USD70.000,00 ISSUED IN YOUR FAVOUR.

IN CONSIDERATION OF THE AFORESAID, WE, PRIORBANK JSC, V.KHORUZHEY STR.31A, 220002, MINSK, REPUBLIC OF BELARUS, HEREBY IRREVOCABLY AND UNCONDITIONALLY UNDERTAKE TO PAY TO YOU WITHIN 5 (FIVE) BANKING DAYS ANY AMOUNT UP TO THE MAXIMUM OF USD70.000,000 (IN WORDS: SEVENTY THOUSAND US DOLLARS) IN THE AGGREGATE UPON RECEIPT OF YOUR FIRST WRITTEN DEMAND STATING THAT THE GOODS WERE SUPPLIED TO THE BUYER IN CONFORMITY WITH THE CONTRACT TERMS AND THE BUYER HAS FAILED TO MEET ANY PART OR ALL HIS PAYMENT OBLIGATIONS TOWARDS YOU TO THE EXTENT OF THE AMOUNT YOU ARE CLAIMING FROM US, BUT NOT EXCEEDING USD70.000,000 IN THE AGGREGATE.

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FOR THE PURPOSE OF IDENTIFICATION YOUR DEMAND FOR PAYMENT MUST BE PRESENTED THROUGH RAIFFEISEN BANK POLSKA S.A. BY AUTHENTICATED SWIFT MESSAGE, CONFIRMING THAT THE SIGNATURES ON YOUR DEMAND ARE LEGALLY BINDING UPON YOUR COMPANY.

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ANY CLAIM UNDER THIS GUARANTEE DATED AND RECEIVED BY US BEFORE JUNE 01, 2004, WILL NOT BE HONOURED.

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DEPENDING WHICH OF THE ABOVE TWO EVENTS HAPPENS EARLIER.

IN ANY CASE, YOU WILL BE NOTIFIED BY US OF THIS GUARANTEE HAVING ENTERED INTO FORCE ADDITIONALLY IN WRITTEN FORM.

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THE RIGHTS FOR DEMAND OF PAYMENT UNDER THIS GUARANTEE CAN BE ASSIGNED TO RAIFFEISEN BANK POLSKA S.A., WITH YOUR WRITTEN NOTIFICATION SENT TO US THROUGH RAIFFEISEN BANK POLSKA S.A. VIA AUTHENTICATED SWIFT WITHIN TWO BANKING DAYS FROM THE DATE OF SUCH ASSIGNMENT.

IN CASE THIS GUARANTEE IS ASSIGNED TO RAIFFEISEN BANK POLSKA S.A., ANY PAYMENTS HEREUNDER WILL BE EFFECTED ONLY UPON RECEIPT BY US FROM RAIFFEISEN BANK POLSKA S.A. ITS FIRST WRITTEN DEMAND FOR PAYMENT PRESENTED TO US BY AUTHENTICATED SWIFT AND STATING THAT THE BUYER HAS FAILED TO CREDIT BY JUNE 01, 2004 THE SUPPLIER'S USD ACCOUNT NO. 89175012110000000003398897 HELD WITH RAIFFEISEN BANK POLSKA S.A., POLAND, FOR ANY PART OR THE WHOLE AMOUNT DUE UNDER THE CONTRACT INDICATING THE OUTSTANDING AMOUNT.

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OUR LIABILITY TOWARDS YOU UNDER THIS GUARANTEE WILL EXPIRE ON JUNE 15, 2004, BY WHICH DATE ANY CLAIMS HEREUNDER MUST BE RECEIVED BY US.

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WITH EACH PAYMENT EFFECTED BY US UNDER THIS GUARANTEE OUR OBLIGATIONS WILL BE AUTOMATICALLY REDUCED PRO RATA.

THIS GUARANTEE IS GOVERNED BY THE LAW OF THE REPUBLIC OF BELARUS.

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UNQUOTE

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THIS IS AN OPERATIVE INSTRUMENT, NO MAIL CONFIRMATION WILL FOLLOW.

THANK YOU VERY MUCH FOR YOUR KIND ASSISTANCE.

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BEST REGARDS,

PRIORBANK, MINSK

GUARANTEES DEPT.

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