Membership Agreement
of Innovation Business Club "INTELCOM"

1. GENERAL PROVISIONS

   1.1. An Open Joint Stock Company "Innovation Business Club "INTELCOM" (hereinafter, "INTELCOM"), represented by Kurapov Gennady Petrovich, General Director, acting on the basis of the Charter, offers to any individual to become a member of the Club "INTELCOM" upon the conditions stated below.

   1.2. "INTELCOM" is a virtual Internet-Club uniting technical and information resources.

   1.3. The present offer is public and with the acceptance of the conditions herein, any individual can become a member of the Club "INTELCOM" by registering at the INTELCOM's site and paying the corresponding fees.

2. DEFINITIONS

   The following terms, which are used in the present Agreement, mean:

   1. "INTELCOM" is a virtual Internet-Club, set up for purposes, indicated in the "Declaration on Setting Up an Internet Club "INTELCOM".
   2. "Intelcom" Web Site is a virtual space in Internet network, accessible at the address ipr.inage.ru .
   3. Materials are legislative, normative-and-legal, analytical and other information, placed in "INTELCOM" web site, as well as the one sent to the Club's members by e-mail or other means.
   4. Consultation is an answer to the Club member's questions of a general legal character in the field of intellectual property and technologies commercialization.
   5. Interested persons are individuals who plan to join the Innovation Business Club "INTELCOM" as the Club's members, or use the INTELCOM's services enjoying the rights of the Club's guest.
   6. Club's members are individuals having been registered within the INTELCOM and having paid the annual fee.
   7. Club is equal to "INTELCOM" definition.
   8. Annual fee is equal to a "membership fee" definition.

3. SUBJECT OF THE AGREEMENT

   3.1. Subject of this Agreement is entering and terms of being a member of the Club "INTELCOM".

   3.2. A person becomes a member of the Club "INTELCOM" through registration in the INTELCOM's website and paying an annual fee for the membership in the Club.

   3.3. Members of the Club "INTELCOM" are provided with services in accordance with Annex No.1 to this Agreement. The Club's members are also provided with benefits and discounts in accordance with Annex No.3.

   3.4. Membership in the Club "INTELCOM" is based upon the free will of a person becoming the Club's member and paying corresponding fees.

   3.5. Guests of the Club "INTELCOM" are considered persons having been registered in the INTELCOM's website, but not having paid a membership fee. The services to the Club's guests are rendered in accordance with Annex No.2.

4. RIGHTS AND OBLIGATIONS OF THE PARTIES

   4.1. "INTELCOM" undertakes to make a registration of the interested person, to take fees and to render services in full scope in accordance with the above Annexes.

   4.2. "INTELCOM" has a right to cease rendering services in accordance with Annex No.1, if a person being a member of the Club failed to make the subsequent annual payment. Rendering of services is ceased the next day following expiration of a term of annual membership with the Club.

   4.3. "INTELCOM" independently determines a structure of the Club's website and selects the materials placed in it. "INTELCOM" also has a right to change the content of this Agreement and other declaration documents upon its discretion preserving the rights of the Club's members joined "INTELCOM" prior to introducing amendments to the documents provided this does not contradict the essence of amendments.

   4.4. Club's members and Club's guests have a right to receive services and use services provided by "INTELCOM" in accordance with Annexes.

   4.5. Club's members have a right to order separately paid servicing and services.

   4.6. Club's members have a right to free withdraw from the Club upon notice in writing of the INTELCOM's administration by e-mail.

   4.7. Club's guests have a right to become members of the Club at any time.

   4.8. Club's guests have a right to order a demonstration access to a part of INTELCOM's closed resources (not exceeding four weeks) within 30 days following registration with the INTELCOM.

   4.9. Club's members and Club's guests undertake to observe copyrights of the authors of INTELCOM's materials and not to place or otherwise use materials from the INTELCOM's website (or materials provided to the Club's members and guests by other means). To place a reference to the INTELCOM's website it is necessary to ask a permission of INTELCOM's administration by e-mail.

5. ANNUAL FEE FOR THE CLUB'S MEMBERSHIP, ADDITIONAL PAYMENT OF SERVICING AND SERVICES. PROCEDURE OF SETTLEMENTS

   5.1. Amount of annual fee is 30 conventional units (1 conventional unit is 1 U.S. Dollar).

   5.2. Additional payment for servicing and services is specified by Annexes No.1 and No.2 to this Agreement.

   5.3. Period of rendering additional services is a multiple of 7 calendar days, is a continuous one and cannot exceed the paid period of the membership with the Club. The date of beginning of rendering of additional services cannot precede the receipt of confirmation of payment for the specified service.

   5.4. Cost of consulting services is determined by INTELCOM following receipt of a question from the Club's member. Following agreement of a price, scope of consultation and term of provision of information, the Club's member makes a payment. Information on the amount of the bill for consulting services is placed in the Profile section in INTELCOM's website and is accessible to the Club's member following authorization using a log-in and a password which were given to a Club's member upon registration.

   5.5. Club's administration has a right to unilaterally review prices for services and an amount of annual fee, introduce new tariffs. INTELCOM notifies a Club's member on introduction of new prices by placing a notice about this in the website and sending the relevant notice to the contact e-mail address specified upon registration. Effective date of new tariffs shall be the date of their publication in the INTELCOM's website. In case of tariffs changes, payment made earlier is not recalculated according to new tariffs.

   5.6. Payment for services is made by certified check, money order or can be made by wire transfer ^* (in US Dollars or Euros). The Club's member shall specify in the payment document an number of the individual Club's card ("ICC number:______") given to him and a code of the service ("Code of the service:________") being paid for. INTELCOM has a right not to provide services in case the Club's member failed to specify an individual number of the Club's card, or a code of a service until payment document is brought into conformity.

   5.7. Club's member independently bears responsibility for accuracy of payments made by him. Upon changes to INTELCOM's banking requisites, from the moment of publication of new requisites at the Club's website, a Club's member is independently responsible for payments made using the out-of-date requisites.

   5.8. The fact of making a payment of the annual fee or for a service is considered confirmed following receipt of information from the bank on the monetary means entered the INTELCOM's account.

   5.3. Any changes to the tariffs for subscriptions will not affect current Subscribers for the duration of their agreement. The effective date of any new tariff plan will be the date of its publication in the "INTELCOM" web site.

   5.4. The Subscriber is responsible for the correct payment amount for membership.

   ^* For those who selected a wire transfer payment option, please, add 15(fifteen) US dollars bank fees to the regular payment.

6. ORDER OF CONCLUDING AND PROLONGATION OF AGREEMENT. TERM OF AGREEMENT

   6.1. Agreement is considered concluded from the moment of filling the Registartion form by an interested person and submitting membership fee at the INTELCOM's settlement account. From the moment of paying a membership fee by the interested person, he is granted a status of the Club's member. From the moment of filling the registration form by the interested person, he is granted a status of the Club' guest. An Agreement is considered concluded from the moment of the receipt of membership fee at the INTELCOM's settlement account.

   6.2. Agreement is valid within one year, beginning from the date following receipt of annual fee at the INTELCOM's settlement account. To make prolongation of the Agreement, a Club's member should pay a subsequent annual fee. Upon lack of such prolongation, the Agreement is terminated.

7. ORDER OF INTRODUCTION OF AMENDMENTS AND CANCELLATION OF AGREEMENT

   7.1. Order of introduction of amendments and cancellation of the present Agreement is regulated by items 3.5, 4.2, 4.3, 4.6 of the present Agreement.

   7.2. Any party can take a decision to cancel the Agreement. In such a case, a party shall notify the other party about this in writing by e-mail 10 calendar days before the moment of cancellation of the Agreement.

   7.3. In case of early cancellation of the Club's membership annual and other fees and payments are not returned.

   7.3. A corresponding legislation of the Russian Federation is applicable to settlement of disputes, conflicts, discords, arising between the Club and the Club's members, relating to the conditions of the present Agreement.

8. SIMULTANEOUS

   8.1. INTELCOM is not liable for the quality of general-purpose communication channels used to access member subscription services or other technical access failures.

   8.2. A Club's member, or a Club's quest is fully responsible for the preservation of his password and for any losses incurred due to its unauthorized use.

9. LEGAL ADDRESS AND PAYMENT DETAILS

   Legal Address: 125040
   23 Leningradsky prospect, Moscow, Russia

   Payment Details: Certified checks or money orders in US dollars should be sent to:

   Russian Technology Initiative
   82 Rolling Links
   Oak Ridge, Tennessee 37830
   USA
   Phone: 865-481-0560
   Fax: 865-481-3735

   For payments made by wire transfer (in US Dollars):
   Union Planters Bank, NA
   1298 Oak Ridge Turnpike
   Oak Ridge, Tennessee 37830
   USA
   ABA# 084000084
   Beneficiary Account: "Russian Technology Initiative Inc."
   82 Rolling Links Blvd.
   Oak Ridge, Tennessee 37830
   Account: 3940013282

   Additional details for payments made by wire transfer (in Euros):
   Intermediary Bank: Dresdner Bank
   Frankfurt, Germany
   Swift Code: DRESDEFF
   
   Beneficiary Bank: Union Planters Bank
   1298 Oak Ridge Turnpike
   Oak Ridge, TN 37830
   ABA#084000084

ANNEX No.1

ANNEX No.2

ANNEX No.3