THE REPUBLIC OF LITHUANIA                                   
                                                                                
                       LAW ON PARTNERSHIPS                                      
                                                                                
                            Chapter 1                                           
                       General Provisions                                       
                                                                                
     Article 1.  Objectives of the Law                                          
This law  shall regulate  the establishment,  reorganization  and               
liquidation of general partnerships (GP) and limited partnerships               
(LP), their  operation and  activity, rights  and duties  of  the               
partners, and the formation and distribution of capital. When the               
text of  this law  applies both  to a  general partnership  and a               
limited partnership, the word "partnership" shall be used.                      
                                                                                
     Article 2.  Partnership                                                    
                                                                                
     1. A  partnership is  an enterprise established on the basis               
of a  partnership agreement  by several natural or legal persons,               
and also by natural and legal persons by combining their property               
under a  plan of  co-ownership with  the aim  of conducting joint               
economic-commercial and  other activity  not  prohibited  by  law               
under a common enterprise name.                                                 
     2. A  partnership must  have at  least 2 and no more than 20               
members.   Bodies  of  state  power  and  government,  and  state               
enterprises and  state stock  enterprises may not be members of a               
partnership with  the exception of cases when the enterprises are               
members  of   syndicates  established  as  general  partnerships.               
(Amended 21 September 1993)                                                     
     3. A partnership shall not be a legal person.                              
                                                                                
     Article 3.  A General Partnership                                          
                                                                                
     1. A  GP is  an enterprise  with unlimited  liability, whose               
partnership property cannot be separated from the property of the               
individual partners.                                                            
     2.  All  partners  of  a  GP  are  jointly  liable  for  the               
obligations of the GP by way of all their individual property.The               
GP is  not liable  for the  obligations of its partners when such               
obligations are  incurred through  activity not  related  to  the               
activity of the GP.                                                             
                                                                                
     Article 4.Limited Partnership                                              
                                                                                
     1. A  LP is  an association  of general and limited partners               
functioning under a common name of the firm.A limited partnership               
must have  as members  at least  one general  and  at  least  one               
limited partner.                                                                
     2. The property of the LP can be separated from the property               
of the  individual limited partners, but cannot be separated from               
the property of the individual general partners.                                
     3. The  general members  of the LP are jointly liable by way               
of all  their property  for the  obligations of  the LP,  whereas               
limited partners are liable only for contributions actually made,               
and for  any unpaid contributions which have as yet to be made to               
the LP,  as per  the partnership agreement.The agreement to carry               
on a  business or  occupation jointly  may also  prescribe  other               
liabilities of  the limited partners.The LP is not liable for the               
obligations of its partners when such obligations are incurred by               
activity not related to the activity of the LP.                                 
                                                                                
      Article 5.The Name of the Partnership                                     
                                                                                
     1. The  partnership has  its own name (name of the firm).The               
name of  the GP  must contain  the name  of at  least one  of its               
partners.The name of the LP must contain the name of at least one               
of  its   general  partners   and  the   term  "Limited"  or  its               
abbreviation "Ltd".The  name of  the partnership may contain full               
names or only surnames of the partners.                                         
     2. The partnership shall not have a name (name of the firm),               
similar to  or identical  with any  enterprises registered in the               
Republic of  Lithuania, because  this could  interfere  with  the               
normal economic activities of these enterprises.Disputes over the               
name of a partnership shall be resolved in court.                               
                                                                                
     Article 6.The Partnership's Rights and Obligations                         
                                                                                
     1. The partnership shall have the right to:                                
     (1)carry on,  in its  name, economic-commercial activity, as               
provided in  the partnership  agreement, within the limits of the               
territory of  the Republic of Lithuania and beyond the boundaries               
of the  Republic; (2)have accounts with banking institutions that               
are  registered  in  the  Republic  of  Lithuania  and  in  other               
countries, and  also its  own  seal;  (3)have  its  subdivisions,               
subsidiaries  and  representative  offices  in  the  Republic  of               
Lithuania and  beyond its boundaries; (4)buy or acquire property,               
which may  be sold, rented, mortgaged and disposed of in any way;               
(5)in the  cases  provided  for  in  the  partnership  agreement,               
conclude  contracts,  assume  obligations,  lend  (only  sums  of               
ownership capital)  and borrow  money on  interest established by               
agreement; (Amended  9 November 1993) (6)charge prices, rates and               
tariffs for  its products,  services or  other goods,  except  in               
cases where  prices and  other normative  rates are controlled by               
the State;  and (7)liquidate  or reorganize  the  partnership  in               
accordance with  the procedure  established  by  the  partnership               
agreement.                                                                      
     2. The partnership may also have other property and personal               
non-property rights  and obligations  not stipulated in this Law,               
provided they  do not  contradict the  laws of  the  Republic  of               
Lithuania and the partnership agreement.                                        
     3.  The   partnership  shall   not  be  permitted  to  issue               
securities.                                                                     
     4. In  its economic-commercial activity the partnership must               
observe the laws of the Republic of Lithuania and the partnership               
agreement.                                                                      
     5. All  liabilities of  the partnership  shall be  satisfied               
first out  of partnership  property.In the  event the partnership               
property proves insufficient for the payment of said liabilities,               
property of  the individual  general partners  may be  applied to               
satisfy the  unsatisfied amount  in  accordance  with  the  norms               
regulating joint  liabilities prescribed by the Civil Code of the               
Republic of Lithuania. With respect to the limited partners, only               
amounts up  to the amount of their unpaid contributions due to be               
made  in  accordance  with  the  agreement  may  be  applied,  in               
proportion to  said contributions  for the payment of partnership               
liabilities.                                                                    
     6. Actions  against the  partnership or  its members must be               
brought within  the time  period prescribed  by the Civil Code of               
the Republic of Lithuania.When the partnership is terminated, and               
also  when   a  partner   retires  (or   is  expelled)  from  the               
partnership, an  action against  the partnership  or its  members               
must be  brought  within  3  years  following  the  date  of  the               
termination  of   the  partnership,   or  the  amendment  of  the               
partnership agreement,  or the  renewal of  registration  of  the               
partnership by the local government.                                            
                                                                                
                            Chapter 2                                           
                  Formation of the Partnership                                  
                                                                                
     Article 7.Partnership Agreement                                            
     1.  The   basis  for  the  formation  and  activity  of  the               
partnership shall  be the  partnership agreement,  which  may  be               
concluded by  natural persons  with legal  capacity as well as by               
legal persons.                                                                  
     The partnership agreement shall state:                                     
     (1)the name  of the  partnership (the  name  of  the  firm);               
(2)the character  of the  business;  (3)the  name  and  place  of               
residence of  the legal  persons  that  are  general  or  limited               
partners of  the partnership;  (4)the name  and  address  of  the               
enterprises  that   are  general   or  limited  partners  of  the               
partnership; (5)rights  and duties  of the  general  and  limited               
partners; (6)the interests of the general and limited partners in               
the   partnershipproperty,   as   expressed   in   fractions   or               
percentages, as  well as theamount of cash, property, or services               
originally contributed by each partner, the assessed value of the               
contributed property,  and the  procedure by  which contributions               
shall  be  made  to  the  partnership;  (7)rules  regulating  the               
evaluation of  the activity  of the  general partners  and  their               
remuneration;  (8)order  of  withdrawing  partnership  money  for               
personal needs;  (9)rules regulating  the distribution of profits               
and losses;  (10) conditions  under which the general and limited               
partners return  or  are  removed  from,  and  new  partners  are               
admitted to,  the partnership,  as well as the terms by which the               
rules shall  be amended;  (11) rules  for the  operation  of  the               
partnership, as  well as  the terms  by which  the rules shall be               
amended; (12)  full name,  place of residence and powers of those               
persons authorized to represent the partnership and to manage its               
affairs; (13)  procedure for  adopting decisions  (voting);  (14)               
issues on  which decisions  shall be  adopted only be a unanimous               
vote ofall  the partners;  and  (15)  procedure  for  partnership               
reorganization and liquidation.                                                 
     2. Other  provisions may also be included in the partnership               
agreement, provided  they do  not contradict  this Law  and other               
laws of the Republic of Lithuania.                                              
     3. The  partnership agreement shall be signed by each member               
of  the   partnership.The  agreement  shall  be  certified  by  a               
notary.The notary  shall certify  as many copies of the agreement               
as there  are members  of the  partnership, as  well as  whatever               
number of copies is required for registering the partnership.                   
     4. The  partnership shall  be considered  founded as  of the               
date of its registration.                                                       
     5. When a new member is admitted as a general partner of the               
partnership in  the place of a general partner who is expelled or               
has retired,  a new  partnership agreement  shall be prepared and               
certified by  a notary.When  a new limited partner is admitted in               
the place of a limited partner who is removed or has retired, the               
partnership agreement  shall be  amended.The  amendments  to  the               
agreement shall  be certified  by a  notary and  shall enter into               
force as of the date of their registration.                                     
     6. The partnership agreement may be declared invalid only in               
a  judicial  proceeding,  and  provided  there  are  grounds  for               
invalidating the  transactions of  the partnership, as proscribed               
by the Civil Code of the Republic of Lithuania.                                 
     7. When  the  partnership  agreement  is  declared  invalid,               
transactions with  a third  party shall  be held  valid,  to  the               
extent that  such transactions  are not  invalid under  the Civil               
Code of the Republic of Lithuania.                                              
                                                                                
      Article 8.Registration of the Partnership                                 
                                                                                
     1. The  procedure for  registering a  partnership  shall  be               
regulated by this Law, the Law on Enterprises, and the Law on the               
Register of Enterprises of the Republic of Lithuania.                           
     2.  The   partnership  may   begin  its  commercial-economic               
activity only after it has been registered.                                     
                                                                                
                            Chapter 3                                           
                      Assets of Partnership                                     
                                                                                
     Article 9.Composition of the Assets of the Partnership                     
     1.  The   assets  of   the  partnership   shall  consist  of               
proprietary capital and loan capital.                                           
     2.  No  minimum  amount  of  proprietary  capital  shall  be               
required.                                                                       
     3. An accounting of the partnership property must be made on               
a balance sheet.                                                                
      Article 10. Partners' Contributions                                       
     1. Partners  may  contribute  cash,  property,  products  of               
intellectual activity,  and  any  other  property  in  which  the               
partners have  property rights.Contributions  cannot be  made  in               
securities, or  in other  property,  if  the  disposition  rights               
thereof  are  restricted  under  the  laws  of  the  Republic  of               
Lithuania.                                                                      
     2. Non-monetary  contributions shall  be assessed,  based on               
the consent of all the members of the partnership.                              
     3. In  accordance with a decision adopted unanimously by the               
general partners,  the date  on which  the contributions  of  the               
limited partners should be made, may be postponed.                              
     4. In  accordance with a decision adopted unanimously by the               
general  and   limited  partners,   a  partner   may  convey  his               
contribution to  another partner  or to  a third  person, in  the               
event of the latter's admission to the partnership.                             
     5. When  a partner  fails to make his entire contribution by               
the time fixed in the partnership agreement, he may be subject to               
liability for  interest on  the unpaid  contribution at  the rate               
specified by  the partnership  agreement, or  the partner  may be               
expelled  from  the  partnership  if  the  partnership  agreement               
contains a provision therefor.                                                  
     6. The  contribution of  the  general  partner  may  not  be               
directly applied  to pay  personal liabilities,  as  demanded  by               
individual creditors.If  the  property  of  the  general  partner               
proves insufficient  for the payment of his individual debts, his               
creditors shall  have the  right to petition a court to terminate               
the partnership  and to  separate the  personal property  of said               
partner from  the property  of the  partnership.In a  given case,               
other  partners,  in  order  to  preserve  the  partnership,  may               
transfer to  the partner-debtor  his interest  in the partnership               
property, as  assessed on  the balance  sheet drawn up on the day               
the partner-debtor leaves the partnership.                                      
                                                                                
     Article 11. Distribution of Partnership Income                             
                                                                                
     1. At the close of the business year, a balance sheet of the               
partnership shall  be drawn up, and the income of the partnership               
shall be  divided among  the  partners  in  proportion  to  their               
interests.In establishing  the share  of income  due to a general               
partner, the  fact of  his not  having made his full contribution               
shall not  be taken  into account.The  share of  income due  to a               
limited  partner  shall  be  established  in  proportion  to  the               
contribution actually  made by  the limited  partner.The share of               
income derived  from original  contributions may  remain  in  the               
partnership, but  in proportion  to the  actual contributions.The               
partnership agreement  may also  prescribe other  rules  for  the               
distribution  of   income.The  order   of  the   distribution  of               
partnership income  shall be  established by a unanimous decision               
of the general partners.                                                        
     2. The  business year of a partnership shall be the calendar               
year.                                                                           
     3. A  general or  a limited  partner shall have the right to               
have access to his share of partnership income 2 months after the               
book distribution of the income.                                                
                                                                                
                            Chapter 4                                           
                  Rights and Duties of Partners                                 
                                                                                
     Article 12. Rights and Duties of Partners                                  
     1. The  general and limited partners shall have property and               
personal non-  property rights,  as determined by the partnership               
agreement, this Law, and other laws of the Republic of Lithuania.               
     2. Each  general partner  shall have  the right to represent               
the partnership,  unless  the  partnership  agreement  prescribes               
otherwise.Limited partners  shall not have the right to represent               
the partnership.If  a limited  partner, in  contravention of this               
provision, concludes  a contract, he shall be jointly liable with               
the  general   partner,  provided   this  is  prescribed  in  the               
partnership agreement.A  contract concluded  in the  name of  the               
partnership by  any partners  shall  confer  on  the  partnership               
rights and  obligations only to the extent that the conclusion of               
such contracts  is prescribed  in the  partnership agreement,  or               
when liability  for said  contract is  assumed by all the general               
members of  the partnership  by a unanimously adopted decision.In               
cases provided  under the  partnership agreement, the partnership               
may be represented by a third-party under contract, who is not an               
actual partner.His  powers shall  be established  pursuant to  an               
authorization certified by a notary.                                            
     3. The  general  partner  may  manage  and  dispose  of  his               
property until  other partners  or creditors,  in order to secure               
impending  property  liabilities,  contest  this  in  the  manner               
established by law.                                                             
     4.  Any   partners  shall  have  the  right  to  demand  the               
partnership agreement be amended or supplemented.                               
     5. General and limited partners shall have the right to gain               
access to the balance sheet of the partnership, and to the profit               
and loss  statements, and to verify whether they actually reflect               
the original  documents.When upon  inspection  the  data  in  the               
balance sheet  are found  not to  reflect  the  actual  state  of               
profits and  losses, they  shall have the right to demand that an               
auditing commission  be formed  to review  the balance  sheet and               
other statements regarding profits and losses.                                  
     6. Each  partner shall  have the right to solve jointly with               
the other  partners all  issues related  to the management of the               
partnership property,  the use  and disposal  thereof, as well as               
other issues  of partnership  activity.Upon adopting  a decision,               
each general  partner shall  be entitled to one vote irrespective               
of his interest in the joint partnership property.Decisions shall               
be adopted  by a majority vote, unless another rule is prescribed               
in this  Law or  in the partnership agreement.In cases prescribed               
by this  Law or  the partnership  agreement the  limited partners               
shall also  be entitled  to  vote  in  the  adoptionof  DECISIONS               
partners shall  not be  entitled to  vote, if the decision on his               
expulsion or retirement from the partnership is put to the vote.                
     7. A  general partner  shall have  the right to an action in               
court regarding  the liquidation  of the  partnership,  if  other               
partners either ignore their duties prescribed by the partnership               
agreement, or  are  not  capable  of  performing  them.A  limited               
partner may  on the  same grounds  institute an  action in  court               
requesting to be discharged from the partnership.Such actions may               
be instituted  and a  court order  in favor of the claimant maybe               
issued only  at the close of the business year.On the issuance of               
the order  in favor  of the  claimant, the losses incurred by him               
shall be  compensated by  the partners  who ignored  or were  not               
capable of performing their duties.                                             
     8. The  general partners  shall have  no right  to  conclude               
contracts with  the partnership,  if they are members thereof.The               
limited  partners   may   conclude   such   contracts,   however,               
liabilities incurred  by such  contracts shall  be satisfied only               
after liabilities  to all other creditors of the partnership have               
been satisfied.                                                                 
                                                                                
     Article 13. Prohibition to Conduct a Similar Business in                   
               another Enterprise                                               
     1. Without  the consent  of  all  the  general  partners,  a               
general  partner  shall  have  no  right  to  own  an  enterprise               
conducting a  similar business,  or to  be a  general partner  of               
another partnership conducting a similar business.                              
     2. If,  upon joining  the partnership  as a general partner,               
the  person  conceals  the  fact,  that  he  owns  an  enterprise               
conducting a similar business, or that he is a general partner of               
another partnership conducting a similar business, or if, being a               
general partner  of the  partnership, he  acquires,  without  the               
consent thereof,  an enterprise conducting a similar business, or               
joins another  partnership conducting  a  similar  business,  the               
partnership shall  have the right to demand, within 3 months from               
the receipt of notice of such violation, that the losses incurred               
thereby be compensated, or that the contracts made by the partner               
be recognized  as concluded  in the  name of the partnership, and               
the  income  received  thereby  be  transferred  to  the  account               
thereof.                                                                        
                                                                                
     Article 14. Termination of Membership                                      
                                                                                
     1. Termination of membership shall be caused:                              
     (1)by the  death of  a partner; (2)By the declaration that a               
partner is legally incompetent; (3)By the retirement of a partner               
from the partnership; and (4)By the removal of a partner from the               
partnership.                                                                    
     2. The  general or  the limited  partner may retire from the               
partnership, if  he has  become bankrupt  and  cannot,  for  this               
reason, take  part in the partnership if all the general partners               
consent thereto.The  partnership  agreement  may  also  prescribe               
other conditions for withdrawal from the partnership.                           
     3. Within  3 months  from  the  receipt  of  notice  of  the               
withdrawal from the partnership (the return of the interest) from               
the partner  who has  become bankrupt, or from the trustee of the               
partner declared  legally incompetent  or  from  the  heir  of  a               
deceased limited  partner, the  partnership shall  pay out of the               
partnership property  the value  of such partner's interest as of               
the date of the filing of the notice of withdrawal.                             
     4. The  withdrawing partner,  or the  trustee of the partner               
declared legally  incapable, or  the heir of the deceased partner               
must inform  other  partners,  or,  in  cases  specified  in  the               
partnership agreement,  the partnership  representative,  of  his               
intent  in   respect  of  the  application  of  the  interest.The               
partnership must  inform the  withdrawing partner (the trustee of               
the heir)  of the  losses he  is liable  for in  the event of his               
immediate withdrawal, and of the term at the expiration of which,               
such losses  may  be  avoided.If  the  withdrawing  partner  (the               
trustee, or  the heir)  consents to  withdraw his interest by the               
term fixed  by the  partnership, he  shall receive  the share  of               
income due  to him  for the  period.If the  retiring partner (the               
trustee, or  the heir)  refuses  to  give  his  consent  to  said               
proposal, the losses incurred on the partnership thereby shall be               
recovered out of his interest.                                                  
     5. For the transactions begun prior to the withdrawal (legal               
incapacity or  death) of  the partner, but not then finished, the               
liabilities of  the partnership  to the  withdrawing partner (the               
trustee,  or  the  heir)  shall  be  satisfied  only  after  full               
completion of  said transaction.Claims  against  the  withdrawing               
partner (the  trustee, or the heir) in respect of the obligations               
of the  partnership incurred, while he was a partner, may be made               
within  3   years  from   his  withdrawal  or  removal  from  the               
partnership.                                                                    
     6. The  withdrawing partner  (the trustee or the heir) shall               
be paid  the value  of his  interest in the partnership not later               
than 4  months from  the receipt of notice of withdrawal (for the               
                                                                                
return of  the interest),  unless another  term has  been  agreed               
upon.                                                                           
     7. Property  to the  withdrawing partner (the trustee or the               
heir) shall be returned:                                                        
     (1)By paying  his interest  in cash;  or (2)By returning his               
interest in kind, if the property can be separated.                             
     8. A  general partner,  who  has  become  bankrupt,  may  be               
removed from the partnership.                                                   
     9. A  general partner,  who  has  become  bankrupt,  may  be               
removed from the partnership.                                                   
     10.The property  of the removed partner shall be returned to               
him in  the same  order and  at the same time as to a withdrawing               
partner.                                                                        
                                                                                
     Article 15. Rights of Heirs of the Deceased Partner                        
                                                                                
     1. The  heirs of  the deceased  partner shall be entitled to               
inherit  in  the  partnership.The  inherited  property  shall  be               
returned to the heirs in the same order and at the same time as a               
withdrawing partner.                                                            
     2. On  the death  of a general or limited partner one of his               
heirs may  become a  partner in the partnership, provided this is               
prescribed  by   the  partnership   agreement.Upon  joining   the               
partnership,  the  heir  shall  take  over  all  the  rights  and               
obligations of the deceased partner.In this case, the partnership               
agreement shall  be amended.If  the heir  of the deceased general               
partner becomes  a limited partner, or if the heir of the limited               
partner becomes  a general  partner, a  new partnership agreement               
shall be made and the partnership shall be reregistered.                        
     3. If  the heir  of the deceased general partner submits his               
written refusal to join the partnership as a general partner, the               
partnership shall  be terminated,  and the heir shall be returned               
the inherited property less the partnership liquidation losses.                 
                                                                                
                            Chapter 5                                           
    Partnership Accounting and Control of Partnership Affairs                   
                                                                                
     Article 16. Partnership Accounting                                         
     1.  The   partnership  shall  establish  its  own  order  of               
partnership accounting  that must be in conformity with the legal               
norms regulating  the issue.The  partnership shall  be  have  the               
right to  keep the  information as  to its  commercial activities               
secret.                                                                         
     2. It  shall be  prohibited to  demand from  the partnership               
other accounting,  than  that  prescribed  by  the  laws  of  the               
Republic of Lithuania.                                                          
                                                                                
     Article 17. Control of Partnership Affairs                                 
                                                                                
     Auditing of  partnership affairs  may be  done only  by  the               
partners or,  in cases  specified by  the laws of the Republic of               
Lithuania, by  financial, legal, and investigative agencies.If by               
their actions the officers of said agencies violate the rights of               
the partnership,  or impede  its normal  functioning and  inflict               
damage thereby,  the partnership shall have the right to bring an               
action in court to recover the damage.                                          
                                                                                
                            Chapter 6                                           
                   Dissolution of Partnership                                   
                                                                                
     Article 18. Dissolution of Partnership                                     
     1. The dissolution of the partnership shall be caused:                     
     (1) By the termination of the definite term specified in the               
partnership agreement;  (2)By the  unanimous decision  of all the               
general partners  of the partnership; (3)By the bankruptcy of the               
partnership; (4)By  the decision  of State  bodies to  annul  the               
registration of  the partnership  for the  offenses specified  by               
law; (5)By  the issuance  of a  court order in favor of the local               
government concerning  the dissolution of the partnership, if the               
latter,  disregarding   given  notice,   persists  in   willfully               
violating the  laws of  the  Republic  of  Lithuania;  (6)By  the               
issuance of  a court  order in  favor of the general partner with               
respect to his demand made on the grounds provided in paragraph 7               
of Article  12 of this Law; (7)By the death of a general partner,               
unless the  partnership agreement provides otherwise.On the death               
of a  limited partner the partnership shall not be dissolved; and               
(8)By  other   circumstances  prescribed   in   the   partnership               
agreement.                                                                      
     2. The dissolution of the partnership must be registered.                  
                                                                                
                                                                                
     Article 19. Liquidation of Partnership                                     
                                                                                
     1. The  procedure for  the liquidation  of  the  partnership               
shall be  regulated by  this Law,  other laws  of the Republic of               
Lithuania, and by the partnership agreement.                                    
     2. If  the partnership  is liquidated  on the termination of               
the definite  term specified  in the partnership agreement, or by               
the decision  of the  partners to  dissolve the  partnership, the               
partners shall  have the right to choose the liquidators from the               
general partners.In  other cases  of liquidation  the liquidators               
shall be  appointed by  court or  by the  meeting  of  creditors.               
(Amended 28 September 1993)                                                     
     3. On  the appointment  of the  liquidators, the partnership               
shall  acquire   the  status  of  an  enterprise  that  is  being               
liquidated.The  representatives   of  the  partnership  shall  be               
deprived of their powers, and their functions shall be assumed by               
the liquidators.                                                                
                                                                                
     Article 20. Rights and Duties of Liquidators                               
                                                                                
     1. At  the beginning  and by  the close  of  the  period  of               
liquidation, the  liquidators must  draw up the balance sheets of               
the partnership.                                                                
     2.  The  liquidators  shall  wind  up  the  affairs  of  the               
partnership,  ascertain   the  creditors   and  debtors   of  the               
partnership, and,  as necessary,  sell by auction the partnership               
property  that  remains  after  all  the  liabilities  have  been               
satisfied, and discharge the liabilities to creditors.                          
                                                                                
     Article 21. Distribution of Property of Enterprise That is                 
               Being Liquidated                                                 
     1. Upon the payment of the liabilities of the partnership to               
its creditors,  the liquidator  shall  distribute  the  remaining               
property among  the partners.In  the order  of priority, accounts               
shall first  be settled  with the  limited partners.Those limited               
partners, who  have actually made the agreed contributions, shall               
have said  contributions returned  to them.The remaining property               
shall  be  distributed  by  the  liquidators  among  the  general               
partners, and among those limited partners, who have not paid the               
entire amount of the agreed contributions, in proportion to their               
respective interests  in  the  partnership.The  general  partners               
shall be  liable for  the compensation of the losses sustained by               
the  partnership   in  proportion   to  their  interests  in  the               
partnership, and the limited partners shall be liable therefor in               
proportion to the amount of the unpaid contributions.                           
     2. If  disputable liabilities are revealed in the process of               
liquidations, a  corresponding sum  shall be  withdrawn from  the               
partnership property  for the  payment thereof; said sum shall be               
included on the deposit account of the notarial office.                         
     3. In the event of a dispute between the partners concerning               
the distribution  of the  property, that  has remained  after the               
payment of  the liabilities  of the  partnership to its creditor,               
the   liquidators    shall   suspend    the    distribution    of               
property.Disputes  between   the  partners   of  the  liquidating               
partnership,  as  well  as  disputes  between  the  partners  and               
liquidator shall be resolved in court.                                          
     4. Upon  satisfying property liabilities owing to creditors,               
the  former   partners  may,   under  the   supervision  of   the               
liquidators, agree upon a different procedure of the distribution               
of property that remains thereafter.                                            
     5. The general partners shall, jointly with the liquidators,               
draw  up   and  register  the  act  on  the  liquidation  of  the               
partnership.                                                                    
     6. Upon  the  liquidation  of  a  bankrupt  partnership  its               
property  shall   be  distributed   according  to  the  procedure               
established by  the  Republic  of  Lithuania  Law  on  Enterprise               
Bankruptcy.    (Amended 28 September 1993)7. The documents of the               
liquidated  partnership   shall  be   deposited  with  the  local               
government for  the period  of 10  years.The former  partners and               
their heirs  shall have  the right  to be  granted access  to the               
deposited documents and to receive copies thereof.                              
                                                                                
                                                                                
Vytautas Landsbergis                                                            
                                                                                
President                                                                       
Supreme Council                                                                 
Republic of Lithuania                                                           
                                                                                
Vilnius                                                                         
16 October 1990                                                                 
No. I-676