REPUBLIC OF LITHUANIA                                     
                                                                                
                    LAW ON STOCK CORPORATIONS                                   
                                                                                
                                                                                
                             Chapter 1                                          
                                                                                
                       General Principles                                       
                                                                                
                                                                                
     Article 1.  Objectives of the Law                                          
                                                                                
     The Law shall regulate the establishment, reorganization and               
liquidation of  public and  close Corporations,  their management               
and activities,  as well  as the  rights and obligations of their               
stockholders.   When the  text of  the Law  applies both  to  the               
public stock  Corporations and  close Corporations, they shall be               
referred to by the term "Corporations."                                         
                                                                                
     Article 2.  Public Stock Corporations and Close Corporations               
                                                                                
     1.    A  Corporation shall  be an  enterprise whose  capital               
stock is  divided into shares.  It may be formed for any business               
or commercial activity not prohibited by the laws of the Republic               
of Lithuania.   A  Corporation shall  be a legal person and shall               
have the right to commercial, business, financial, organizational               
and legal independence.                                                         
                                                                                
     2.    A  Corporation shall be a limited liability formation.               
It shall  be liable  for its  obligations to  the extent  of  its               
assets.   The stockholders  shall only  be liable  only  for  the               
amounts which they pay for their stock.                                         
                                                                                
     3.    The  amount of  the authorized  capital  of  a  public               
Corporation shall not be less than 250,000 rubles.  Its stock may               
be sold and bought publicly on the stock exchange, and may have a               
limited sphere of circulation.                                                  
                                                                                
     4.    A  close Corporation  must limit  its stockholders  to               
fifty, excluding the employees of the Corporation.  The amount of               
its authorized  capital shall  not be  limited.   The stock  of a               
close Corporation  may not  be sold and bought publicly or on the               
stock exchange.                                                                 
                                                                                
     5.    Corporations  must have  their corporate  seat in  the               
Republic of Lithuania.                                                          
                                                                                
     6.    Unless the by-laws of a Corporation provide otherwise,               
a Corporation  shall be  established for  a period  of  unlimited               
duration.  The duration of a Corporation may be extended.                       
                                                                                
                                                                                
     Article 3.  Incorporators                                                  
                                                                                
     1.    The incorporators of a Corporation shall be natural or               
legal  persons   who  have   executed  the   agreement   on   the               
incorporation of  the Corporation,  certified by  a notary.   The               
agreement shall  provide for  their  rights  and  obligations  in               
establishing the  Corporation and  their liability for failure to               
meet  their   obligations.     The  incorporators   of  a  closed               
Corporation may  choose not  to draft an incorporation agreement,               
in which  case, they  may define  their  rights  and  obligations               
within the by-laws of the Corporation.                                          
                                                                                
     2.    Commercial banks registered in Lithuania may not found               
a stock  Corporation, but  they may  found a banking corporation.               
State  legislative   and  administrative   bodies  may   not   be               
incorporators of a private stock Corporation.                                   
                                                                                
     3.       A  public  Corporation  must  have  at  least  five               
stockholders, a  closed Corporation  need have  only two.    Each               
incorporator of a Corporation must be its stockholder.                          
                                                                                
     4.   The incorporators shall draw up and sign the by-laws of               
the Corporation  and file  them  for  registration.    After  the               
registration of  the by-laws  and the  issuance of the license by               
the  appropriate   state  bodies,   the  incorporators   of   the               
Corporation shall have the right to sell stock publicly.                        
                                                                                
     5.    From  the day of the registration of the Corporation's               
by-laws until the registration of the Corporation in the Register               
of Enterprises of the Republic of Lithuania, each incorporator as               
well as  the Board of Directors, the managing director, and other               
persons specified in the by-laws shall have the right to conclude               
contracts on  behalf of  the Corporation.   The Corporation shall               
assume liability  for  the  contracts  after  the  Organizational               
Meeting of  the stockholders  approves them.  If the meeting does               
not approve  the contracts,  the incorporators and the members of               
the Board shall be jointly liable for the obligations incident to               
the contract,  whereas the  managing director  and other  persons               
specified in  the by-laws  shall bear  individual  liability  for               
these obligations.   The  by-laws and the incorporation agreement               
may define  other rules  for drawing up contracts and liabilities               
incident to them.  At an incorporator's motion the Organizational               
Meeting of  the stockholders may transfer liabilities incident to               
the contracts concluded by an incorporator in his own name to the               
Corporation.                                                                    
                                                                                
     6.    The  debts of  an incorporator  who cannot pay for his               
obligations must  be paid  jointly by  the other incorporators if               
the incorporator is insolvent and the other incorporators knew of               
such  insolvency,   or  should  have  known  of  it,  before  the               
registration of the by-laws of the Corporation.                                 
                                                                                
     7.    Stockholders  shall have  the right to demand that the               
incorporators pay  jointly for  the losses  incurred  before  the               
registration of  the Corporation  due to negligence and dishonest               
management of  the Corporation during its incorporation except in               
cases  when   the  losses   have  been  incurred  through  normal               
industrial or business risks.                                                   
                                                                                
     8.    An  incorporator, a  member of  the Board,  and  other               
persons may  be relieved  of the  liability for  the losses  by a               
general meeting  (the Organizational  Meeting of stockholders) by               
9/10 of  the total  number of  votes.    Every  creditor  of  the               
Corporation shall  have the  right to appeal to court against the               
decision if he sustained losses because of this decision.                       
                                                                                
     Article 4.  Stockholders                                                   
                                                                                
     1.    A stockholder shall be a natural or a legal person who               
has at  least one  stock of  the Corporation  acquired under law.               
There shall  be a  minimum  of  five  stockholders  in  a  public               
Corporation and two in a closed Corporation.                                    
                                                                                
     2.    State  entities and  government may  participate in  a               
Corporation with  the rights  of a legal person and have the same               
rights as  the other  stockholders of  the Corporation.   The par               
value of  the Corporation's  stock possessed by said bodies or by               
state (state  stock) enterprises  may not exceed fifty percent of               
the Corporation's authorized capital.                                           
                                                                                
     3.      Commercial  banks  registered  in  the  Republic  of               
Lithuania shall  be prohibited  from buying or acquiring in other               
ways, as  well as  from owning,  stock of  Corporations, with the               
exception in banking corporations.                                              
                                                                                
                                                                                
                            Chapter 2                                           
                                                                                
        Incorporation, Reorganization and Liquidation of                        
                       a Stock Corporation                                      
                                                                                
     Article 5.  Incorporation of a Corporation                                 
                                                                                
     1. A  stock Corporation  may be  founded in  a closed manner               
(when all  the stock  are acquired  by the  incorporators) or  by               
selling the  stock to  the incorporators  and other persons.  The               
incorporators of  a public  Corporation shall  have the  right to               
announce, according  to procedures  established by  law, a public               
subscription for  the stock.   If  a closed  Corporation is being               
founded, public subscription shall be prohibited.                               
     Stock subscription agreements concluded in violation of this               
requirement shall be invalid.                                                   
                                                                                
     2. The  first Council  of Observers  of  the  Board  of  the               
Corporation shall  be elected  by the  Organizational Meeting  of               
Stockholders for  a term which may not exceed two business years.               
In the  case of a closed Corporation, the Council of Observers or               
the Board shall be appointed by the incorporators.                              
     The powersof  the auditor, the Council of Observers, and the               
Board shall  terminate with the election (appointment) of the new               
auditor, the new Council of Observers, and the new Board.                       
     The first  Council of  Observers may be composed exclusively               
of persons  appointed by  the incorporators  or  elected  by  the               
General Meeting of Stockholders.                                                
     Elected representatives of the employees may not be included               
therein.                                                                        
                                                                                
     3. The  business year  of a  Corporation shall be a calendar               
year unless the by-laws of a Corporation specify otherwise.  If a               
Corporation has  been  registered  after  the  beginning  of  the               
business year,  it shall  be considered  that the  first business               
year ends  on the day specified in the by-laws as the last day of               
the business  year of the Corporation.  If a Corporation had been               
liquidated (reorganized) before the end of the business year, its               
last business  year shall  be considered to have ended on the day               
the  liquidation   (reorganization)   of   the   Corporation   is               
registered.                                                                     
                                                                                
     4. The  incorporators of  a public  stock  Corporation  must               
prepare  a   financial  statement   upon  incorporation   of  the               
Corporation indicating:                                                         
     (1)  the incorporation expenses;                                           
     (2)     non-monetary  (property)   contributions   and   the               
assessment thereof;                                                             
     (3)   the profit  (revenue) received over the past two years               
by  the   enterprise   (an   industrial   division)   which   the               
Corporation is planning to acquire.                                             
     (4)   the number  of stock  acquired by  each member  of the               
Council of Observers, of the Board, and by each founder;                        
     (5)   granted privileges,  as well as incorporation expenses               
liable for compensation, remuneration for the incorporation; and                
     (6)  contracts the obligations of which the incorporators or               
other persons are transferring to the Corporation.                              
                                                                                
     5. The  financial statement prepared on the incorporation of               
a public  stock Corporation must be audited by the auditor of the               
Corporation who  shall present  his  conclusions  thereon.    The               
financial statement may also be audited by members of the Council               
of Observers or the Board.                                                      
                                                                                
     6. The  auditor shall  have the  right to  receive  all  the               
information and explanations necessary for auditing the financial               
statement. If the incorporators deny him the explanations and the               
information, the  auditor shall  draw up  an appropriate document               
and submit  it for consideration to the Organizational Meeting of               
stockholders. The  conclusions of  the audit  shall be filed with               
the local  government council  together with  the application for               
the registration  of the  public stock  Corporation. Every person               
with vested  interests shall  have the  right to review a copy of               
the audit  conclusions filed  with the  local government council,               
and to make copies of the financial statement.                                  
                                                                                
     7. If  not all  the stock  of a  public stock Corporation is               
sold during  the time  prescribed for  the subscription  for  the               
stock, at  the request  of the incorporators the local government               
council which has registered the by-laws or the Corporation shall               
reduce the  amount of  the authorized capital of the Corporation,               
but not  more than by twenty-five percent.  The reduced amount of               
the authorized  capital may  not be  less than the minimum amount               
under paragraph 3 of Article 2 hereof.                                          
     If during  the time  prescribed for the subscription for the               
stock all  the stock  have not  been sold  and the  amount of the               
authorized capital  has not been reduced, the Corporation may not               
be registered.   In  this case the investments of the subscribers               
must  be  returned  to  them  within  fifteen  days  without  any               
deductions.   All the  incorporators shall  be jointly liable for               
the refund of investments.                                                      
                                                                                
     8. Within sixty days of the last day of the subscription the               
incorporators  must   call  a   Organizational  Meeting   of  the               
stockholders.   If they  fail to  do so during said time, all the               
subscribers shall  be relieved  of their obligations to the stock               
Corporation and  shall  be  entitled  to  full  refund  of  their               
investments for the stock.                                                      
                                                                                
     9. The  Organizational Meeting  of a  Corporation shall have               
the right  to adopt resolutions if it is attended by stockholders               
who have more than half of the total number of votes.                           
     The Organizational  Meeting must also be attended by all the               
incorporators.   If there  is no quorum, another meeting shall be               
called  which   shall  have   the  right   to  adopt  resolutions               
irrespective of the number of stockholders present.                             
                                                                                
     10. The  Organizational Meeting  of stockholders  shall have               
the right to:                                                                   
                                                                                
     (1)  apply   to  the   local  government   council  for  the               
registration of the Corporation;                                                
     (2) increase  the amount  of the  authorized capital  if the               
number of  stock subscribed  to exceeds  the number of prescribed               
by the by-laws;                                                                 
     (3)   reduce the  amount of  the authorized  capital of  the               
stock Corporation  under the  rules  prescribed  by  Paragraph  7               
hereof;                                                                         
     (4)  grant privileges to the incorporators.                                
                                                                                
     The Organizational  Meeting shall also approve the financial               
statement prepared upon incorporation, the contracts concluded by               
the incorporators,  shall  elect  the  auditor,  the  Council  of               
Observers or  the Board  and consider  other questions within the               
powers of the General Meeting of Stockholders.                                  
                                                                                
     11.  In founding a closed Corporation the incorporators must               
draw  up  the  by-laws  of  the  Corporation  and  register  them               
according to law, as well as sell the corporation's stock.                      
     The incorporators of a private stock Corporation must call a               
General Meeting  of Stockholders  only in cases prescribed by law               
or by the incorporation agreement of such Corporation.                          
                                                                                
     Article 6.  By-laws of a Corporation                                       
                                                                                
     1. The  by-laws shall  be  a  legal  document  used  by  the               
Corporation to guide its activities.                                            
                                                                                
     2. The by-laws must state:                                                 
     (1)  the name of the Corporation;                                          
     (2)   the address  of the  central office of the Corporation               
and addresses of its subsidiaries;                                              
     (3)  commercial-economic   activities   (production,   work,               
services);                                                                      
     (4)   the procedure for transferring registered stock (stock               
certificates) to the ownership of other persons;                                
     (5) the amount of the authorized capital and its composition               
according to the classes of stock;                                              
     (6) the  number of  shares of stock, their par value and the               
rights they give to the owner;                                                  
     (7)  rules on payment for the stock;                                       
     (8)   rules on  the election (appointment) of the Board, the               
Council   of    Observers,   and    the   auditor,    and   their               
respective powers;                                                              
     (9)   the powers  of the  general meeting, the rules on when               
and how to call them, and their voting rules;                                   
     (10) the rules for the distribution of profit;                             
     (11) the  procedure for  communicating the  announcements of               
the Corporation;                                                                
     (12) reimbursement  of incorporation  expenses, remuneration               
for   the   incorporation   and   privileges   granted   to   the               
incorporators, stockholders, and third parties; and                             
     (13) the procedure for liquidating the Corporation.                        
     The  by-laws   of  a  Corporation  may  also  include  other               
provisions, provided  they do  not conflict  with the laws of the               
Republic of Lithuania.                                                          
                                                                                
     3.  The   rules  for   reimbursing  incorporation  expenses,               
remunerating for  the incorporation,  and granting privileges may               
be amended or repealed only after the incorporation expenses have               
been fully  reimbursed, the  remuneration paid and the privileges               
granted.   If the  formulation of these provisions in the by-laws               
is not quite clear, the provisions shall be invalid.  Disputes of               
the incorporators,  stockholders,  and  third  parties  with  the               
Corporation over  the reimbursement  of  incorporation  expenses,               
remuneration  for  the  incorporation  and  privileges  shall  be               
settled in court.                                                               
                                                                                
     4. The  overall expenses  incurred by the incorporation of a               
Corporation may  not exceed  1/10 of  its authorized  capital. If               
these expenses  are to  be reimbursed,  they must be testified by               
appropriate documents.                                                          
                                                                                
                                                                                
     Article 7.  Registration of By-laws                                        
                                                                                
     1. The by-laws shall be registered with the local government               
council on  whose territory the central office of the Corporation               
is located.  The by-laws  must be signed by all the incorporators               
and certified by a notary.                                                      
                                                                                
                                                                                
     2. The  application for the registration of the by-laws must               
state:                                                                          
     (1)   first and  last names  of all the incorporators of the               
Corporation,  their   occupied  posts  (the  name  of  the  legal               
person) and addresses (office); and                                             
     (2)  the number of stock acquired by every founder according               
to class.                                                                       
                                                                                
     3. If the local government council does not register the by-               
laws, the  incorporators shall  have the  right to submit the by-               
laws for  registration once  again.  The new application shall be               
considered by  the council in the general order after the removal               
of the causes obstructing registration.                                         
                                                                                
     4. If the by-laws are amended, they must be registered anew.               
                                                                                
     5. The  court may annul the registration of the by-laws of a               
Corporation if it establishes that in founding the Corporation or               
in acting  on its  behalf, the incorporators violated the laws of               
the Republic of Lithuania.                                                      
                                                                                
                                                                                
     Article 8.  Registration of the Corporation                                
                                                                                
     1.  A  Corporation  must  be  registered  according  to  the               
procedure  established   by  law   within  six   months  of   the               
registration of  its by-laws.  If it is not registered within six               
months,  the   Corporation  shall   not  be   considered  to   be               
incorporated and  the investments  in the  Corporation's  capital               
must be  returned to  the investors without any deductions within               
fifteen days  of the  last day  fixed for  its registration.    A               
closed Corporation  and its  by-laws must be registered together.               
Upon registration a Corporation may acquire the rights of a legal               
person.                                                                         
                                                                                
     2. The  application for registration shall be filed with the               
local government by the Board of Directors or, in its absence, by               
the head of the Corporation, if:                                                
     (1) all  the stock  has been  subscribed to  and  the  first               
installments paid;                                                              
     (2)   the Organizational  Meeting of  stockholders has taken               
place, with  the exception  of  cases  prescribed  by  this  Law;               
and                                                                             
     (3)   the Board  of Directors  is able  to distribute monies               
received for payment for the stock.                                             
                                                                                
     3. The Corporation shall be denied registration if:                        
                                                                                
     (1)   the incorporation  procedure has  been violated during               
its incorporation;                                                              
     (2)   the account  of the  incorporation of  the Corporation               
contains incorrect or partial information; and                                  
     (3)     the  assessment   of  the  non  monetary  (property)               
contributions  does  not  correspond  to  their  real  value  and               
this   entails    a   consideration    difference   between   the               
Corporation's  net   assets  (i.e.  the  difference  between  the               
Corporation's  assets   in  the   balance  sheet   and  the  loan               
capital) and the authorized capital.                                            
                                                                                
     4.  When   the  local   government  denies  the  Corporation               
registration, its incorporators or the Board may repeatedly apply               
for registration upon removing the obstacles for registration.                  
                                                                                
                                                                                
     Article 9.  Incorporation and Registration of Subsidiaries                 
                                                                                
     A Corporation  may establish  a subsidiary  which  shall  be               
subject to the same rules of incorporation and registration.                    
                                                                                
     1. The  property of  the subsidiary shall be assessed in the               
balance sheet  of the Corporation and a separate balance sheet of               
the subsidiary.                                                                 
                                                                                
                                                                                
     Article 10.  Liquidation of a Corporation                                  
                                                                                
     1. The  right to  dissolve a Corporation shall belong to the               
General Meeting of Stockholders or a court, if:                                 
                                                                                
      (1) the time of the Corporation's duration specified in the               
by-laws has expired;                                                            
     (2) the  number of  stockholders has diminished and is below               
the minimum established by law;                                                 
     (3) the  net assets  are less  than 1/2  of  the  authorized               
capital and                                                                     
     (4) there  are  other  grounds  for  the  dissolution  of  a               
Corporation  established   by  the   laws  of   the  Republic  of               
Lithuania.                                                                      
                                                                                
     The activities  of a  Corporation may be terminated by other               
state bodies  provided this  is prescribed  by the  laws  of  the               
Republic of Lithuania.                                                          
                                                                                
     2. The  body which decides to liquidate the Corporation must               
appoint its  liquidators, which  may be natural or legal persons.               
If the  general meeting resolves to dissolve the Corporation, its               
liquidators may be specified in the by-laws.                                    
     The liquidators  shall file  an application  with the  local               
government for  the  re-registration  of  the  Corporation  as  a               
Corporation  under   liquidation.     Upon  re-registration,  the               
Corporation's name  shall include  the words  "public Corporation               
under liquidation"  or "closed Corporation under liquidation", or               
the respective acronyms shall be used.                                          
                                                                                
     3.  A   Corporation  under  liquidation  may  only  conclude               
contracts which  are related to its liquidation.  Other contracts               
may  be   concluded  only  provided  the  conclusion  thereof  is               
prescribed  by   the  resolution   on  the   liquidation  of  the               
Corporation and registered in the Register.                                     
                                                                                
     4. The  liquidation of  a  Corporation  shall  be  announced               
publicly no  less than  three times  at no shorter than two-month               
intervals or  each stockholder  or auditor  shall  be  personally               
notified thereof.                                                               
                                                                                
     5. The  property of the Corporation may be divided among the               
stockholders only  in three  months after  the day  of the  third               
public announcement  of the  liquidation of the Corporation or of               
the personal notification of each stockholder and creditor.                     
                                                                                
     6. In  the event  of disputes  concerning the payment of the               
Corporation's debts,  the property  of the Corporation may not be               
divided among  the  stockholders  before  the  dispute  has  been               
settled in court or the creditors have received warranties.                     
                                                                                
     7. After  the payment  of required taxes into the budget and               
after the  discharge of  liabilities to  the  creditors  and  the               
employees the  remaining property  shall  be  divided  among  the               
stockholders in  proportion to  the par  value of  the stock they               
own.                                                                            
                                                                                
                                                                                
     If the stock of the Corporation give their holders different               
rights, they must be taken into consideration during the division               
of the property.                                                                
                                                                                
     8. A  private stock  Corporation may  be reorganized  into a               
public stock  Corporation  by  registering  its  stock  with  the               
appropriate state body and by amending and re-registering its by-               
laws.                                                                           
                                                                                
     9. The  reorganization of Corporations shall be regulated by               
the Enterprise  Law and other legislative acts of the Republic of               
Lithuania.                                                                      
                                                                                
                                                                                
     Article 11. Powers of the Liquidators                                      
                                                                                
     1. The  liquidators shall have the rights and obligations of               
the members  of the  Board.  They shall represent the Corporation               
under liquidation  in court,  in its  relations  with  the  state               
legislative and administrative bodies, and with other natural and               
legal persons.                                                                  
                                                                                
     2. The liquidators of the Corporation shall:                               
                                                                                
     (1)   draw up  the balance  sheet as of the beginning of the               
liquidation period (the liquidation balance sheet);                             
     (2)   complete the  discharge of the obligations incident to               
the earlier  contracts  and  draw  up    contracts  within  their               
powers;                                                                         
     (3)  ascertain the creditors and debtors of the Corporation;               
and                                                                             
     (4)   distribute the  remaining assets  of  the  Corporation               
among the stockholders.                                                         
                                                                                
     3. If  the liquidation  of  the  Corporation  lasts  several               
years, within  three months  of the end of each business year the               
liquidators shall  draw up  the  annual  balance  sheet  and  the               
liquidation account.  These documents shall be open for review to               
all the stockholders and the third person with vested interests.                
                                                                                
     4. The  liquidators shall  have a  joint  liability  to  the               
Corporation and the third persons for the losses incurred through               
the fault of the liquidator.                                                    
     If a  liquidator acts  in an  individual capacity,  he shall               
bear individual liability for the losses.                                       
                                                                                
     5. Stockholders  who own  stock the total par value of which               
is over  1/10 of  the authorized  capital shall have the right to               
change, with  a good reason, one or several liquidators by taking               
the matter to court.                                                            
                                                                                
     6. The  liquidators of the Corporation, their powers and the               
alterations of their powers shall be registered in the Register.                
                                                                                
                                                                                
                            Chapter 3                                           
                                                                                
                     Rights and Obligations                                     
              of the Corporations and Stockholders                              
                                                                                
     Article 12. Corporate Rights and Obligations                               
                                                                                
     1. Every Corporation must have a name (the name of the firm)               
which must  include the words "stock Corporation" (the respective               
acronyms) or "closed Corporation" (the respective acronyms).                    
                                                                                
     A  Corporation  shall  be  prohibited  from  having  a  name               
identical with  or similar  to the  name  of  another  enterprise               
registered in the Republic of Lithuania, which would handicap the               
normal work of these economic units.  Disputes over the name of a               
firm shall be settled in court.                                                 
                                                                                
     2. A Corporation may:                                                      
                                                                                
     (1)   have accounts  in banks  registered in the Republic of               
Lithuania  and   other  states,   its  own   seal  which  can  be               
altered and used at the Corporation's discretion;                               
     (2)   buy or  acquire in  other ways  property, which may be               
sold,  hired,   mortgaged  and   controlled  in   any   way   the               
Corporation considers to be necessary;                                          
     (3)   buy or  acquire in  any other  way, as  well as issue,               
transfer,   exchange,    mortgage,   or    use   in    any    way               
investment and  credit securities.   If  the acquisition  of  the               
stock  and   the  exercise   of  the   rights  incident  to  them               
reduces   competition   among   Corporations   (enterprises)   or               
competition  in   the  appropriate   economic  field,  the  state               
body  of   anti-monopoly  control   shall  have   the  right   to               
restrict   the   number   of   stock   of   another   Corporation               
(enterprise) acquired or possessed by said Corporation;                         
     (4)   engage in  economic and  commercial activities  in the               
Republic of Lithuania and in foreign countries;                                 
     (5)   make donations  for the  purposes of charity, culture,               
health  service,   science,  education,  physical  education  and               
sport, as  well as  for relief  in cases  of natural  disaster or               
other emergency;                                                                
     (6)   make contracts,  incur liabilities,  lend  and  borrow               
money at such rates of interest as are established by agreement;                
     (7)   charge prices,  rates and  tariffs for  its  products,               
services or  other goods,  with the  exception of  cases when the               
prices and other rates are regulated by the state;                              
     (8)   establish and carry out supplemental pension, benefit,               
stock  purchase,   profit  sharing,   incentive   and   privilege               
plans;                                                                          
     (9)  elect (appoint) members of the Board and of the Council               
of Observers,  hire and  dismiss employees,  define their  rights               
and duties, and fix their wages;                                                
     (10) adopt and amend its by-laws; and                                      
     (11) found  other enterprises,  be a  partner or  manager of               
other enterprises,  form associations,  amalgamation, consortiums               
with other  enterprises and  retire from  them on  the  basis  of               
agreements.                                                                     
                                                                                
     3. If  the  Corporation  acquires  controlling  interest  in               
another Corporation  (enterprise),  the  latter  shall  become  a               
controlled Corporation.   Controlling  interest shall  consist of               
stock which give their holder more than fifty percent of votes in               
the general  meeting.   The controlled  Corporation shall  be  an               
affiliated Corporation,  and the controlling Corporation shall be               
the holding Corporation.                                                        
     The affiliated  Corporation may not acquire the stock of the               
holding Corporation.                                                            
                                                                                
     4.  A   Corporation  planning  to  acquire  the  controlling               
interest of  another stock  Corporation must notify the latter of               
this intention in writing not later than thirty days prior to the               
beginning of the accumulation of its stock.                                     
     The stock  Corporation whose  stock have  been acquired  may               
demand in  court the  restriction of  the  personal  non-property               
rights of the new owner incident to these stock.                                
                                                                                
                                                                                
     Article 13. Rights and Duties of the Stockholders                          
                                                                                
     1. The  property and non-property rights of the stockholders               
shall be  defined by  this and  other laws  of  the  Republic  of               
Lithuania as well as by the by- laws of the Corporation.                        
                                                                                
     2. The  stockholders shall have no other payment liabilities               
to the  Corporation except  for  the  liability  to  pay  in  the               
established order  the issuance price of all the stock subscribed               
for. The  resolution of the general meeting or the Board obliging               
all or  some of  the stockholders  to  make  additional  monetary               
investments shall  be invalid  if at  least one  of them does not               
agree with this resolution.                                                     
                                                                                
     3.  If  a  Corporation  is  dissolved  and  lacks  funds  to               
discharge its  liabilities, stockholders  who have  not paid  for               
their stock  may be  required  to  pay  for  them  in  the  order               
established by the by-laws or by the subscription agreement.                    
                                                                                
     4. A  stock shall  not be divisible into smaller parts. If a               
stock is  owned by  several persons,  all  its  owners  shall  be               
considered to  be a  single stockholder.  The rights given by the               
stock shall be exercised by one of the owners.  All the owners of               
a stock  shall  be  jointly  responsible  for  the  stockholders'               
liabilities.                                                                    
                                                                                
                                                                                
     Article 14. Property Rights of the Stockholders                            
                                                                                
     1. A stockholder shall have the following property rights:                 
                                                                                
     (1) to receive part of the Corporation's profits (dividend);               
     (2) to receive part of the property of the Corporation under               
liquidation;                                                                    
     (3) to  receive stock  without  payment  if  the  authorized               
capital is increased from the funds of the Corporation.                         
     (4) to  have a  priority in  acquiring  newly  issued  stock               
unless the  Corporation's by-laws  or the  subscription agreement               
provide otherwise;                                                              
     (5) to  bequeath all  or part of his stock to one or several               
persons;                                                                        
     (6) to  sell or transfer in any other way all or part of his               
stock in other persons; and                                                     
     (7) to have other property rights provided by the by-laws of               
the Corporation.                                                                
                                                                                
     2.  Stockholders  shall  have  no  right  to  recover  their               
investments from the Corporation except in cases provided by this               
Law or by the by-laws of the Corporation.                                       
                                                                                
                                                                                
     Article 15. Personal Non-property Rights of the Stockholders               
                                                                                
     1. Stockholders  shall  have  the  following  personal  non-               
property rights:                                                                
     (1)  to  attend  the  meetings  of  stockholders  as  voting               
members, unless this Law or the by-laws provide otherwise;                      
     (2)  to   receive  information  on  the  economic-commercial               
activities of the Corporation;                                                  
     (3)  to appeal in court against the resolutions of a general               
meeting or of the Board; and                                                    
     (4)   other personal non-property rights provided by the by-               
laws.                                                                           
                                                                                
     2. If  all the  voting stock  of the  Corporation are of the               
same par  value, each  share of  stock shall have one vote at the               
meetings of the stockholders.                                                   
                                                                                
     3. The  by-laws of the Corporation may prescribe the maximum               
number of  votes a  stockholder may  have, as  well as to deprive               
some of the shares of stock of the right to vote.                               
                                                                                
     4. A  stockholder shall  have no  right to  take part in the               
voting at  the general meeting on issues specified in Paragraph 3               
of Article  8 or  in part  18 of Paragraph 2 of Article 9, in the               
resolution of which the stockholder is interest directly.                       
                                                                                
     5. If  the voting  stock is  of different  par value, a 100-               
ruble-share shall give one vote to its holder.                                  
     The number  of votes given by other shares of stock shall be               
equal to their par value divided by 100.                                        
     The by-laws of the Corporation may prescribe for other rules               
on the  number of votes, but the number of votes given by a share               
of stock must be proportionate to its par value.                                
                                                                                
     6. Only  fully-paid stock  shall give  their holders  voting               
rights  at  the  general  meetings  with  the  exception  of  the               
Organizational  Meeting  and  other  meetings  of  a  newly-found               
Corporation which  take place prior to the expiration of the term               
for paying  for the  first issue of stock.  If a stockholder does               
not observe  the established  terms of  payment, he shall have no               
right to vote before he pays his debts.                                         
                                                                                
     7. At  the request  of the  stockholder the Corporation must               
present to  him for  inspection or  copying  the  annual  balance               
sheet,  the   reports  of  the  Board  on  the  activity  of  the               
Corporation, the  subscription ledger,  and the  minutes  of  the               
meetings. Other documents of the Corporation may be presented for               
the stockholder's  inspection if they do not contain secrets, the               
divulgence of which would cause the Corporation to incur material               
losses. Denial  of information  for any  other  reason  shall  be               
prohibited. At  the stockholder's  request, the denial to present               
papers for  inspection must  be presented  in writing.   Disputes               
over the  stockholder's right  to information shall be settled in               
court.                                                                          
                                                                                
     8. Those  stockholders whose holdings have a total par value               
of no  less than  1/10 of  the authorized  capital shall have the               
right to demand the appointment of an expert (a group of experts)               
to manage  the affairs  of the  Corporation and  to  inspect  the               
accounting papers.  If the  expert (the  group of experts) proves               
that the  facts indicated  in the  stockholders  application  are               
true, the Corporation must refund the inspection expenses.                      
                                                                                
                                                                                
     Article 16. Proxy                                                          
                                                                                
     1. A  stockholder shall  have the  right to  appoint another               
natural person  or a  credit institution  to vote  for him at his               
proxy at  the general  meeting or perform other legal acts in his               
name.   The authorization  to act as proxy must be certified by a               
notary.   Members of  the Board of Directors or of the Council of               
Observers  and   the  auditor  cannot  act  as  proxies  for  the               
stockholder of their Corporation.                                               
                                                                                
     2. The  rights and  duties  of  the  proxy  to  represent  a               
stockholder shall  come into  force on  the date specified in the               
proxy. The  proxy must  be delivered  to the  Board or the person               
responsible for the counting of votes at the general meeting.                   
                                                                                
     3. The representative's actions performed after the death of               
the stockholder, or after his recognition as legally incapable or               
when his  whereabouts are  not known,  shall be  lawful and  give               
rights and duties to the stockholder or his heirs irrespective or               
whether the  representative knew  about  the  expiration  of  the               
proxy. This  rule does  not apply when the company knew or should               
have known about the expiration of the representative's proxy.                  
                                                                                
                                                                                
                            Chapter 4                                           
                                                                                
                  Management of the Corporation                                 
                                                                                
     Article 17. Managing Bodies                                                
                                                                                
     1. The  managing bodies  of a  Corporation shall include the               
General Meeting  of Stockholders,  the Council  of the Observers,               
and the  Board of  Directors.  A Corporation shall have the right               
to hire its management and the head of its management (president,               
director, general director).                                                    
                                                                                
     2.  If   a  Corporation   has  fifty,  or  less  than  fifty               
stockholders, and  the number  of its  employees does  not exceed               
200, a Council of Observers need not be formed.                                 
                                                                                
     3.  On  the  decision  of  the  general  meeting,  a  closed               
Corporation need not have a Board of Directors.  The functions of               
the Board  shall be transferred to the management and the General               
Meeting of Stockholders.                                                        
                                                                                
                                                                                
     Article 18. General Meeting of Stockholders                                
                                                                                
     1. The  supreme managerial  powers of a Corporation shall be               
vested in  the general  meeting of  its stockholders.    All  the               
stockholders of  the Corporation  irrespective of  the number  of               
shares of  stock they  hold shall  have the  right to  attend the               
General Meeting.   Members  of the  Board and  of the  Council of               
Observers, who  are not stockholders, may also attend the General               
Meeting but they shall have no voting right.                                    
                                                                                
     2. The General Meeting shall have the right to:                            
     (1) amend the by-laws of the Corporation;                                  
     (2) elect  the auditor, members of the Council of Observers,               
as well  as  members  of  the  Board,  if  this  Law  contains  a               
provision there for;                                                            
     (3) recall  the Board  and the  members of  the  Council  of               
Observers elected by the stockholders, and the auditor;                         
     (4) fix  the salary of the auditor, the annual payments from               
the profit  to the  members of  the  Board  and  the  Council  of               
Observers;                                                                      
     (5) approve  the annual  balance, adopt  a resolution on the               
distribution of the profit;                                                     
     (6) increase or reduce the authorized capital;                             
     (7) dissolve or reorganize the Corporation;                                
     (8)  appoint   an  expert  (a  group  of  experts)  for  the               
incorporation of  the  Corporation,  on  the  inspection  of  the               
management of its affairs;                                                      
     (9)   approve  the  assessment  of  non-monetary  (property)               
acquisitions;                                                                   
     (10) at  the request  of the  Board, consider issues usually               
delegated to  the Board,  which pertain  to the  activity of  the               
Corporation; and                                                                
     (11) resolve other issues within the scope of its powers.                  
     The General  Meeting of a close Corporation may delegate the               
consideration of  issues within its powers, with the exception of               
issues under parts 1, 2, 3, 4, 7, 8 and 10 hereof, to the Board.                
     3. The stockholders (or their proxies) attending the General               
Meeting shall be registered.  The registration list must indicate               
the number of votes possessed by each stockholder.  The list must               
be signed by the chairman and secretary of the meeting.                         
     4. The minutes of the General Meeting shall be signed by the               
chairman and  a least  one stockholder authorized to do so by the               
meeting. The  list of  the members of the General Meeting must be               
appended to the minutes.                                                        
                                                                                
                                                                                
     Article 19. Quorum of the General Meetings and Adoption of                 
               Resolutions                                                      
                                                                                
     1.  The   general  meeting  may  adopt  resolutions  if  the               
attending stockholders  have more than 1/2 of the total number of               
votes.   If the  meeting does  not have a quorum, another meeting               
must be called within 15 days.  The second meeting shall have the               
right to  adopt resolutions  on  all  the  items  of  the  agenda               
irrespective of the number of stockholders present.                             
     If the consent of stockholders possessing a certain class of               
stock is necessary for the adoption of a resolution, the decision               
thereon may be adopted by the meeting of the holders of the stock               
of the  respective class,  attended by  stockholders who  possess               
more than a half of the stock of said class.                                    
                                                                                
     2. Upon acquainting themselves with the agenda, stockholders               
possessing the  right to  vote at  the general meeting may inform               
the meeting  of their vote in writing.  Such communications shall               
be included in the quorum of the meeting.                                       
                                                                                
     3. The  resolutions of  the meeting  shall be  adopted by  a               
majority vote,  with the exception of cases specified by parts 1,               
3, 6,  7 of  Paragraph 2  of Article 18, which require a 2/3 vote               
for adopting a resolution.                                                      
                                                                                
                                                                                
     Article 20. Calling a General Meeting                                      
                                                                                
     1. A General Meeting shall be called by the Board. The right               
to call  a meeting  shall also belong to the Council of Observers               
and to  the stockholders who hold stock the par value of which is               
not less  than 1/10  of the authorized capital unless the by-laws               
prescribe a smaller portion of the authorized capital.                          
                                                                                
     2. The Board must call a regular annual meeting within three               
months of the end of the business year.                                         
                                                                                
     3. A special meeting shall be called if:                                   
                                                                                
     (1) the  net assets  of  the  Corporation  are  1/2  of  the               
authorized capital;                                                             
     (2) the Corporation is recognized to be insolvent; and                     
     (3) it is relevant to the protection of the interests of the               
Corporation and its members.                                                    
                                                                                
     The by-laws  may also  prescribe other reasons for calling a               
special meeting.                                                                
                                                                                
     4. The  persons who  are demanding that a general meeting be               
called shall  submit an  application to  the Board indicating the               
reasons and objectives for calling a meeting, a draft agenda, and               
proposals as to the time and place of the meeting.                              
     The Board  must give  a written  answer to  the  application               
within 10 days.                                                                 
                                                                                
     5. A General Meeting may be called on a court ruling if:                   
                                                                                
                                                                                
     (1)   A meeting  has not  been called within three months of               
the end  of the  business year  and  a  stockholder  has  brought               
the matter to court;                                                            
     (2)   the promoters  of the meeting have referred the matter               
to court  after they  failed to  get an  answer from the Board in               
accordance with  the procedure  established by Paragraph 4 hereof               
when they consider the answer to be unsatisfactory; and                         
     (3)   the matter  has been  brought to  court  by  creditors               
because a special meeting has not been called pursuant to parts 1               
and 2 of Paragraph 3 hereof.                                                    
                                                                                
     6. The  General Meeting  must be  announced according to the               
procedure established  by the  by-laws not later than thirty days               
before the  meeting. In case the meeting is called a second-time,               
the stockholders  must be  informed of it not later than ten days               
before the  meeting. A  General Meeting  may  be  called  without               
observing these  requirements if all the stockholders entitled to               
vote or their representatives agree to it.                                      
                                                                                
     7. The notice about a General Meeting must state:                          
                                                                                
     (1)  the name and the official address of the Corporation;                 
     (2)  the place and the date of the meeting; and                            
     (3)  the draft agenda.                                                     
                                                                                
     8.  Not  later  than  seven  days  before  the  meeting  the               
stockholders must  have a possibility for reviewing the documents               
related to the agenda of the meeting.                                           
                                                                                
     9. The  by-laws may provide that the holders of bearer stock               
must deposit it with the Corporation before the meeting.  Instead               
of the  bearer stock  they may  deposit a certificate issued by a               
credit institution  or  a  lawyer,  certifying  that  the  person               
specified in  the certificate  is the owner of such stock that is               
deposited with  the issuer  of the certificate.  The stock or the               
certificate must be deposited with the stock Corporation no later               
than ten days prior to the meeting.  The by-laws of a Corporation               
may also  prescribe that  the stockholders notify the Board about               
their attendance of the meeting no later than 3 days prior to the               
meeting.                                                                        
                                                                                
                                                                                
     Article 21. Agenda of a General Meeting                                    
                                                                                
     1. The  Board must  draw up  the draft  agenda of  a General               
Meeting and present it to the stockholders no later than ten days               
before the meeting.                                                             
                                                                                
     2. The  meeting shall  have no  right to  consider items  of               
business that  are not  on the agenda if not all the stockholders               
having the voting right are present at the meeting.                             
                                                                                
     3. Stockholders  the par  value of  whose stock  is not less               
than 1/20  of the  authorized capital,  shall have  the right  to               
demand the  inclusion of  additional items  of  business  in  the               
agenda. This  group of  stockholders shall also have the right to               
nominate candidates to the Council of Observers or the Board, and               
a candidate  to the auditor's post if the Board has been informed               
about it  within fifteen  days of the announcement of the General               
Meeting. The  by-laws may  prescribe a  smaller par  value of the               
stock which gives the stockholders this right.                                  
                                                                                
     4. The  agenda of a meeting which failed to take place shall               
be valid at the meeting called for a second time.                               
                                                                                
     Article 22. Invalidity of the Resolutions of a General                     
               Meeting                                                          
                                                                                
     1. At  the declaration  of the  stockholders, the members of               
the Board,  the  Council  of  Observers,  and  the  head  of  the               
management  of   the  Corporation,   a  court   may  declare  the               
resolutions of a general meeting invalid if:                                    
                                                                                
     (1) the  question on  which the  resolution has been adopted               
was not duly included in the agenda of the meeting;                             
     (2) in  cases prescribed  by law the resolution has not been               
registered in the Corporation register;                                         
     (3) the order of calling a meeting, prescribed by Article 20               
of this  Law, has  been violated,  with the  exception  of  cases               
when   the    meeting   has    been   attended    by   all    the               
stockholders entitled to vote; and                                              
     (4)   the resolution  runs counter  to the  by-laws  of  the               
Corporation,  this   law,  or  other  laws  of  the  Republic  of               
Lithuania.                                                                      
                                                                                
     2. A  stockholder, who  attended the  meeting, shall have no               
right to  appeal in  court against  the resolution adopted at the               
meeting on  an item of business outside the agenda or against the               
improper procedure  for calling the meeting if he did not express               
his dissent  at the meeting or if his dissent was not recorded in               
the minutes of the meeting.                                                     
                                                                                
     3. A resolution of a general meeting may be appealed against               
in court  within thirty  days of the date when the person learned               
or should  have learned about its adoption.  The court may rule a               
resolution of a general meeting invalid within three years of the               
day of its adoption.                                                            
                                                                                
                                                                                
     Article 23. Formation of the Council of Observers                          
                                                                                
     1. The  number of  Observers shall  be prescribed by the by-               
laws of  the Corporation; it must be divisible by three, not less               
than three and not larger than fifteen.                                         
                                                                                
     2. 2/3  of the  observers shall  be elected  at the  general               
meeting, 1/3  shall be elected at the meeting of the employees of               
the  Corporation.   This  rule   shall  not  apply  to  a  closed               
Corporation with less than 200 employees.                                       
                                                                                
     3. The  term of office of the Council of Observers shall not               
exceed four  years.   An observer may be released from his duties               
or re-elected  for another  term of office. The term of office of               
the Council  of Observers shall start with the end of the meeting               
which has elected it.                                                           
                                                                                
     4. Only  natural persons  that are legally capable may serve               
as observers.  A person  who is  a member of more than five other               
councils of  observers of  enterprises registered in the Republic               
of Lithuania  or who  is a  member of  the Board, or the managing               
director of  the same  Corporation, or  a  person  who  has  been               
deprived of  the right  to perform  these duties  by law, may not               
serve on the Council of Observers.                                              
                                                                                
     5. The  Council of Observers shall have the right to appoint               
its own  member to  serve on  the Board  of Directors  for a term               
which may  not  exceed  six  months.  If  the  same  observer  is               
appointed to  serve on  the Board  for another  term, the overall               
duration of  his service  on the  Board  may  not  exceed  twelve               
unbroken months  in four  years.   While serving  on the Board, a               
member of  the Council of Observers may not perform the duties of               
an observer.                                                                    
                                                                                
     6. The  Council of Observers shall have no right to delegate               
or transfer its functions to other persons or the managing bodies               
of the Corporation.                                                             
                                                                                
     7. The  general meeting  may remunerate  the  observers  for               
their work only out of the profit of the Corporation.                           
                                                                                
                                                                                
     Article 24. Powers of the Council of Observers                             
                                                                                
     1. The Council of Observers shall:                                         
                                                                                
     (1)   appoint the  members of  the  Board  of  Directors  or               
relieve them of their posts;                                                    
     (2)  at the request of the Board consider the dismissal of a               
member  of   the   Council   of   Observers   employed   in   the               
Corporation from his post;                                                      
     (3)   observe  and  analyze  the  work  of  the  Board,  the               
utilization  of   financial  resourses,   the   organization   of               
production  and   management,  the   profitability  of   capital,               
remuneration for  work, the correctness of depreciation expenses,               
the evaluation of financial prospects;                                          
     (4) check  the books of account and other instruments of the               
Corporation;                                                                    
       (5)  make proposals at the general meeting and comments on               
the annual  balance of  the Corporation, the profit distribution,               
the account report of the Board to the meeting;                                 
     (6)  represent   the  Corporation   in   court   proceedings               
considering   disputes    between   the   Corporation   and   its               
Board, a  member  of  its  Board,  the  managing  director  or  a               
representative of the Corporation; and                                          
     (7)   consider other  issues specified in the by-laws of the               
Corporation  or   in  the   decisions  adopted   by  the  general               
meeting.                                                                        
                                                                                
     2. The  Council of Observers shall have the right to appoint               
an expert  (or  group  of  experts)  or  ask  a  state  financial               
institution to check and assess the financial account book of the               
Corporation. The  by-laws of the Corporation may specify a sum of               
money to be paid to experts in remuneration of their work.                      
                                                                                
     3. At the request of the Council of Observers the management               
of the  Corporation and  the Board  must present documents on the               
activity of  the Corporation  and create conditions for reviewing               
the Corporation's  financial resources.   The  observers must not               
divulge the  commercial secrets  of the  Corporation  which  have               
become known to them in the execution of their duties.                          
                                                                                
     4. Members  of the  Council of  Observers shall  have  equal               
rights. Each  member shall  have only one vote.  A tie vote shall               
be decided by the chairman's vote.                                              
                                                                                
     5. If  a member  of the Council of Observers cannot attend a               
meeting of  the council,  he may  inform the  council as  to  the               
nature of  his vote  in writing after he has familiarized himself               
with the proposed draft resolutions.                                            
                                                                                
     6. If the meeting of the Council of Observers is attended by               
more than  half of its members, the meeting may adopt resolutions               
by a  majority vote  of  those  attending,  except  on  recalling               
members of  the Board,  in which case resolutions must be adopted               
by a  2/3 vote  of those  present. A  resolution adopted  by  the               
Council of  Observers may  be referred  to a  general meeting for               
reconsideration by  a group  of observers  which includes no less               
than 1/3 of the total number of observers.                                      
                                                                                
     7. The  Council of  Observers must meet once in a half year.               
Its regular  meetings shall  be called  by the  chairman  of  the               
council  or,  in  his  absence,  by  the  vice  chairman  at  the               
established time  and according  to procedures  prescribed by the               
by-laws.   Special meetings  of the Council of Observers shall be               
called at  the request  of no less than 1/3 of the members of the               
Council of Observers.                                                           
                                                                                
                                                                                
     Article 25. Formation of the Board of Directors                            
                                                                                
     1. The  number of  directors, which  may not  be  less  than               
three, as  well as  the powers  of the  Board  and  its  separate               
members shall be established by the by-laws of the Corporation.                 
                                                                                
     2. Only  legally capable  natural persons  may be  appointed               
members of  the Board. The following persons may not be appointed               
members of the Board:                                                           
     (1)   members of  the  Council  of  Observers  of  the  same               
Corporation  or   its  holding   Corporation  registered  in  the               
Republic  of   Lithuania,  with   the  exception   of  the   case               
prescribed by Paragraph 5 of the Article 23 of this Law;                        
     (2)   a person  who serves  as a director of more than three               
Corporations  (enterprises)   registered  in   the  Republic   of               
Lithuania; and                                                                  
     (3)  a person who has been deprived of this right by law.                  
     The  by-laws  of  a  Corporation  may  prescribe  additional               
requirements to a member of the Board.                                          
                                                                                
     3.  The  Board  of  Directors  and  its  chairman  shall  be               
appointed by  the Council of Observers or, in its absence, by the               
general meeting  for a  term of  office which may not exceed four               
years.  There is no limitation on the number of terms of office a               
director may serve.                                                             
                                                                                
     4. By submitting a written application a member of the Board               
may resign from his post at any time.  The resignation shall come               
into force  from the  day when  the application  is filed  unless               
another date is specified in the application.                                   
                                                                                
     5. Contracts  of a  Corporation concluded by a member of the               
Board or  the managing  director in his own discretion may not be               
declared invalid  simply because  according to  the Corporation's               
by-laws or the rules governing the work of the Board of Directors               
he had no right to conclude said contracts, with the exception of               
cases when  the counter-party  knew or  should have known that he               
was concluding an unlawful contract.                                            
                                                                                
     6. For  their work  the members  of the Board may be paid by               
the general  meeting only  out of  the profit of the Corporation.               
The members  of the  Board shall  receive a  salary if  they have               
entered into an employment contract with the Corporation.                       
                                                                                
                                                                                
     Article 26. Powers of the Board of Directors                               
                                                                                
     1. Directors  must act  as a  Board.  The Board of Directors               
shall direct  and manage  the commercial and business activity of               
the Corporation  based on  the laws of the Republic of Lithuania,               
the by-laws of the Corporation, the resolution of general meeting               
and the  Council of  Observers, and the rules regulating the work               
on the  Board. The  Board may represent the Corporation in court,               
arbitration court and other institutions.                                       
                                                                                
                                                                                
     2. The Board may delegate part of its functions specified in               
the by-laws to the management of the Corporation.                               
                                                                                
     3. The  Board shall  adopt resolutions by a majority vote if               
its meeting  is attended  by more  than a  half of  its  members.               
Members of  the Board shall have equal voting rights.  A tie vote               
shall be decided by the chairman's vote.                                        
                                                                                
     4. The  work of  the Board  shall be  regulated by the rules               
adopted by  the Board. The by-laws of the Corporation may provide               
for the  approval of  these rules  by the  general meeting or the               
Council of Observers.                                                           
                                                                                
     5. The  Board  shall  be  responsible  for  calling  regular               
general meetings,  for proposing  draft agendas  of the meetings,               
for  the   presentation  of  the  annual  balance  sheet  of  the               
Corporation to  the  stockholders,  of  the  profit  distribution               
project, of the account report on the activity of the Corporation               
and other information pertaining to the agenda of the meeting.                  
                                                                                
     6. The  Board shall  perform its  functions  during  a  term               
specified by  the by-laws  until a  new Board  is  appointed  and               
begins its work.                                                                
                                                                                
                                                                                
     Article 27. Liabilities of Members of the Board                            
                                                                                
     1. The  members of the Board shall be jointly liable for the               
losses incurred  to the  Corporation by reason of the resolutions               
adopted  by  the  Board  in  violation  of  the  by-laws  of  the               
Corporation or  this Law.   Any  member of  the Board  who  voted               
against such  a resolution shall be relieved of liability for the               
losses if his dissent is entered in the minutes of the meeting of               
the Board.  A member  of the Board who did not attend the meeting               
shall be relieved of liability for the resolution if he handed in               
his written  dissention to  the chairman  of the  meeting  within               
seven days  after he  learned or  should have  learned about this               
resolution.                                                                     
                                                                                
     2. Without permission of the Council of Observers or, in its               
absence, of  the Board, a member of the Board shall have no right               
to own  an enterprise  in  the  same  line  of  business  as  the               
Corporation, to serve on the Board or as the managing director of               
another enterprise  engaged in  a similar commercial and economic               
business.   If, in  violation of  this provision, a member of the               
Board has entered into a contract, the Corporation shall have the               
right, within  three months  of the  day  it  learned  about  the               
conclusion of  this contract, to demand in court the transference               
of all the rights and liabilities pursuant to the contract to the               
Corporation.                                                                    
                                                                                
     3. If  there is  at least  one member  of the  Board who  is               
personally interested  in the  contract drawn up on behalf of the               
Corporation  the   contract  may   be  concluded  only  with  the               
permission of the Council of Observers or, in its absence, of the               
Board.  Contracts, signed in violation of this requirement, shall               
create, change  or annul  the liabilities of the Corporation only               
upon the approval of the Council of Observers or the Board.                     
                                                                                
     4. The  resignation or  dismissal of  a member  of the Board               
shall not relieve him of the liability for the damage incurred to               
the Corporation  through his fault.  A member of the Board may be               
relieved of  liability for the damage incurred to the Corporation               
only under  the provisions  of Paragraph  8 of Article 13 of this               
Law.                                                                            
                                                                                
     5. A  member of  the Board  may be relieved of liability for               
damages which  he incurred  to the Corporation in the performance               
of  his   duties  if  he  proceeded  from  such  instruments  and               
information that  gave no  ground for  doubt, of  if he exercised               
reasonable business judgment.                                                   
                                                                                
                                                                                
     Article 28. Auditor of the Corporation                                     
                                                                                
     1. A  public Corporation  must have at least one auditor who               
shall be  elected by  the general meeting for a term specified by               
the by-laws and not exceeding four years.  The auditor's post may               
be occupied  by a  legally capable  natural person,  possessing a               
diploma certifying  his proper  professional qualifications, or a               
legal person.                                                                   
                                                                                
     2. The auditor's post may not be occupied by a member of the               
Council of  Observers, the  Corporation's Board,  by its managing               
directors, and its chief fiscal officer (accountant).                           
                                                                                
     3. The auditor must:                                                       
                                                                                
     (1) review  the annual  balance of the Corporation and other               
financial books  and documents  which  serve  as  the  basis  for               
the general meeting to adopt resolutions;                                       
       (2)   to  report all  the  violations  discovered  to  the               
immediate general meeting or the Council of Observers.                          
                                                                                
     4. The auditor shall have the right to inspect any aspect of               
the Corporation's  activities at  behest of  the general meeting,               
the Council of Observers or the Board.                                          
                                                                                
     5. The  auditor of  the holding  Corporation shall  have the               
right to audit an affiliated Corporation.                                       
                                                                                
                                                                                
     Article 29. Officers of the Management                                     
                                                                                
     1. The  officers of  the management of the Corporation shall               
be the officers of the Corporation's principal corporate offices,               
the officers of the services of the central management as well as               
the heads and the deputy heads of the divisions.                                
                                                                                
     2. The officers shall implement the resolutions of the Board               
and of the general meeting, manage the operational commercial and               
business affairs  of the Corporation and attend to other business               
within the limits of their powers.                                              
                                                                                
     3. The  Board of  the Corporation  shall have  the right  to               
choose the  officers of the management, to establish their duties               
and powers  and to  establish their  salaries, unless the by-laws               
provide otherwise.                                                              
                                                                                
     4. Every  Corporation must  have a managing director and the               
chief fiscal  officer (accountant).   A  person may  serve as the               
managing director only of one Corporation (enterprise) registered               
in the  Republic of  Lithuania.  The  managing  director  of  the               
Corporation may  not occupy  concurrently the  post of  the chief               
official officer (accountant).                                                  
                                                                                
     5. Unless  the by-laws  prohibit, members of the Board shall               
have the right to occupy any post in the Corporation.                           
                                                                                
     6.  If   a  management   officer  derives   personal  profit               
dishonestly at  the expense  of the Corporation, the latter shall               
                                                                                
have the  right to sue him for the reimbursement of the amount in               
this way.                                                                       
                                                                                
                                                                                
                            Chapter 5                                           
                                                                                
                   Capital of the Corporation                                   
                                                                                
     Article 30. Composition of Capital                                         
                                                                                
     1.  A  Corporation  may  have  ownership  capital  and  loan               
capital. The  Corporation-ownership capital  shall be  formed out               
the investment  of the  stockholders, revenue  from its bonds and               
the profit of the Corporation.                                                  
                                                                                
     2. The Corporation's ownership capital shall consist of:                   
     (1)  authorized capital;                                                   
     (2)  capital reserve fund;                                                 
     (3)  profit reserve fund; and                                              
     (4)  profit.                                                               
                                                                                
     3. The  net assets  of the  Corporation may not be less than               
the authorized  capital.  If the Corporation issues new stock and               
increases its  authorized capital, the authorized capital, before               
all the stock is fully paid, shall be considered to be the sum of               
the original  authorized capital  and the payments for the stock.               
If the  net assets  become less  than the authorized capital, the               
Board must  rectify the  situation by  taking measures within its               
powers  or  call  a  special  general  meeting  to  consider  the               
reduction of the authorized capital.                                            
                                                                                
                                                                                
     Article 31. Reserve Funds                                                  
                                                                                
     1. The  mandatory reserve  (mandatory profit  reserve)  fund               
shall be  formed out of annual profit deductions according to the               
procedure established  by Paragraph  4 of Article 47 and shall be               
used to cover losses.                                                           
                                                                                
     2. The  capital reserve  fund shall  be formed  out of  non-               
profit funds derived from the difference between the price of the               
new issuance of stock and bonds and their par value.                            
                                                                                
     3. The profit, which has been re-invested in the Corporation               
or other enterprises and which has not been paid out in dividends               
or used  in any  other way,  shall be  accumulated in  the profit               
reserve fund.                                                                   
                                                                                
     4. If  the capital  reserve and the mandatory profit reserve               
funds account  for less than 1/10 of the authorized capital, they               
can  be   used  exclusively   for  covering  the  losses  of  the               
Corporation and  only in  case these losses cannot be covered out               
of the profit or the profit reserve fund.                                       
                                                                                
                                                                                
     Article 32. Stock                                                          
                                                                                
     1. A  share of  stock shall  be a  security  certifying  the               
participation of  its holder  in the capital of a Corporation and               
entitling him to property and personal non-proprietary rights.  A               
closed Corporation  may issue  no stock  to the stockholders, and               
instead of  them it  may issue  stock certificates  which are not               
considered to be securities.  The stock certificate shall specify               
the number  of stock  owned by  the certificate holders and other               
necessary requisites.  If no shares of stock (stock certificates)               
are issued, the by-laws, the stock book (ledger), and the account               
documents of  a private stock Corporation must specify the shares               
of stock of the authorized capital owned by each stockholder.                   
                                                                                
     2. The  par value of a stock (stock certificate) must be 100               
rubles or any other amount divisible by 100.                                    
                                                                                
     3. The stock (stock certificate) must specify:                             
     (1)  the word "Stock" or "Share of Stock (Stock Certificate)               
of a Private Stock Corporation";                                                
     (2)  the name of the Corporation and its central office;                   
     (3)  par value of the stock;                                               
     (4)  number;                                                               
     (5)  date of issuance;                                                     
     (6)   additional rights  incident  to  preference  stock  or               
restrictions of  the voting  right  if  they  are  prescribed  by               
the by-laws;                                                                    
     (7)  the name of the holder of the stock; and                              
     (8)  signature of the chairman of the Board and the chairman               
of  the   Council  of   Observers  or  the  facsimiles  of  their               
signatures.                                                                     
                                                                                
     4. Stock  may belong  to different  classes according to the               
rights of their holders.  All the stock of the same class must be               
of the same par value and must give equal right to their holders.               
                                                                                
     5. Stock may belong to the following classes:                              
     (1)  registered or bearer stock;                                           
     (2)  ordinary or preference stock.                                         
                                                                                
     6. A  closed Corporation  may issue  only  registered  stock               
(stock certificates),  the order  of  transfer  thereof  must  be               
prescribed by the by-laws.  They shall not be registered with any               
state body and no public subscription for them may be held.                     
                                                                                
     7. Stock  (stock  certificates)  may  be  issued  after  the               
registration of  the  Corporation  or  of  the  increase  of  its               
authorized capital, also after the issuance of the stock has been               
fully paid for.                                                                 
                                                                                
     8. The  circulation of  the stock  of a  Corporation in  the               
process of being liquidated shall be allowed until the expiration               
of  the  term  fixed  for  the  settling  of  accounts  with  the               
stockholders.                                                                   
     A Corporation  shall be  prohibited from issuing stock which               
can be exchanged for bonds, as well as other classes of stock not               
prescribed by this Law.                                                         
                                                                                
     10. The  stock of  a public  Corporation must  be registered               
with the appropriate state bodies.                                              
                                                                                
                                                                                
     Article 33. Provisional Certificate of a Stockholder                       
                                                                                
     1. After  the registration  of a Corporation or the increase               
of its  authorized capital,  persons who  have subscribed for the               
stock and  have paid  the first  installments,  shall  be  issued               
provisional certificates of a stockholder.                                      
     A  provisional   stockholder  certificate   is  a   terminal               
investment security  with all  the  requisites  of  a  registered               
stock.   This certificate shall specify the sum of money paid for               
one  or  several  stock  subscribed  for  and  the  date  of  the               
expiration of its validity.                                                     
                                                                                
     2.  The   provisional  stockholder's  certificate  shall  be               
exchanged for  a stock when the person who has subscribed for the               
stock has paid its full price by the stated date. The Board shall               
have  the  right  to  extend  the  validity  of  the  provisional               
stockholder's certificate.                                                      
                                                                                
     3. The  provisional stockholder's certificate shall give the               
holder the  right to vote at a general meeting in conformity with               
Article 15 of this Law.                                                         
                                                                                
     4. The  holder of  a provisional  stockholder's  certificate               
shall have all the property rights incident to registered stock.                
                                                                                
                                                                                
     Article 34. Registered and Bearer Stock                                    
                                                                                
     1. The owner of registered stock shall be a natural or legal               
person whose  name shall  be specified  on the  stock and  in the               
stock ledger  of the  Corporation.    The  stock  ledger  of  the               
Corporation  must   record  pertinent   information   about   the               
stockholder.                                                                    
                                                                                
     2. The  by-laws may  provide that  the owner of a registered               
stock may sell or transfer in some other way the stock to another               
person only with the permission of the Board.                                   
                                                                                
     3. The  permission or the prohibition to transfer stock must               
be communicated in writing to the stockholder within fifteen days               
after he has filed his application.  The transfer of a registered               
stock to  another person  must be  recorded on  the stock and the               
stock ledger.   While  registering the new holder of a registered               
stock, the  Corporation is not bound to check the legality of his               
acquisition of the stock.                                                       
                                                                                
     4. The  holder of  bearer stock  shall  be  the  person  who               
possesses the  stock.  Bearer stock shall be transferred to other               
persons  without  registration.  Their  transfers  shall  not  be               
regulated by the Corporation's by-laws.                                         
                                                                                
                                                                                
     Article 35. Ordinary and Preference Stock                                  
                                                                                
     1.  Ordinary   stock  belong  to  the  basic  class  of  the               
Corporation's stock.   The  par value of the preference stock may               
not exceed 1/3 of the authorized capital.                                       
                                                                                
     2. The  holders of  preference stock shall have a preference               
over the  holders of  ordinary stock  in the payment of dividends               
and in  the distribution  of corporate assets upon dissolution of               
the Corporation. The holders of common stock shall have the right               
to acquire  new stock  issued  when  the  authorized  capital  is               
increased from the profit reserve fund. If the authorized capital               
is increased  from the  capital reserve fund, the holders of both               
preference and  ordinary stock shall have equal rights to acquire               
the new stock.                                                                  
                                                                                
     3. It shall be prohibited to establish in the by-laws of the               
Corporation or  in  the  subscription  agreement  the  amount  of               
dividends to which the holders of ordinary stock are entitled.                  
                                                                                
     4. The  Corporation may  not issue  preference stock  if the               
additional rights or voting restrictions incident to them and the               
rules for  changing the  rights (annulling  privileges)  are  not               
defined in its by-laws.                                                         
                                                                                
     5. If  the  profit  is  not  enough  to  pay  the  dividends               
specified on  the preference stock, all the preference stock with               
different  dividend   norms  shall   receive   dividends   of   a               
proportionally smaller amount.                                                  
                                                                                
     6. Dividends  on preference  stock may be cumulative or non-               
cumulative, in  which case  the  amount  of  dividends  shall  be               
established in advance.                                                         
                                                                                
     7. The  holder  of  cumulative  preference  stock  shall  be               
guaranteed the  right to the dividends of the amount specified on               
the  stock.  If  the  profit  is  insufficient  to  pay  all  the               
dividends, the  unpaid sum  must be  transferred to the following               
business year.                                                                  
                                                                                
     8. The  unpaid dividend  or part  of unpaid dividend on non-               
cumulative  preference  stock  may  not  be  transferred  to  the               
following business year.                                                        
                                                                                
     9. Before converting cumulative preference stock to ordinary               
stock, the  Corporation must  settle accounts with the holders of               
preference stock  or give  a  pledge  to  pay  the  debt  in  the               
following business year.                                                        
                                                                                
     10. The  by-laws may  provide that the holders of preference               
stock have no voting rights. If in two consecutive business years               
the Corporation  fails to pay the full amount of dividends to the               
holders of  cumulative preference  stock  not  possessing  voting               
rights, such  stockholders shall  acquire the  voting right.  The               
stockholders shall  retain  this  right  until  the  end  of  the               
business year  in which  the full  amount of  their dividends has               
been paid to them.                                                              
                                                                                
                                                                                
     Article 36. Stock of the Employees                                         
                                                                                
     1. The  employee stock shall be stock sold or transferred in               
some  other  way  to  the  employees  of  the  Corporation  under               
privilege. The stock of employees shall be registered.                          
                                                                                
     2. The  sphere of  circulation  of  employee  stock  may  be               
restricted by the by-laws of the Corporation, but the restriction               
may not  cover a  period longer than three years after the day of               
the issuance  of the  stock.  It must also be stipulated that the               
holder of  an employee  stock has no right to transfer in any way               
the stock to another person who has no right to acquire this kind               
of stock.   With  the expiration  of the term of this restriction               
the stock shall lose the status of an employee stock.                           
                                                                                
     3. The  issuance price of an employee stock may be below par               
value, if  the difference  is covered  out of  the  Corporation's               
profit, reserve capital, or profit reserve funds, from deductions               
from the  employee's salary  which at his request are accumulated               
in a  special fund. It is prohibited to compel an employee to buy               
the Corporation's  stock and  to deduct  payments from his salary               
for stock for which he has not subscribed.                                      
                                                                                
     4. The  heirs of a deceased employee shall have the right to               
retain his  employee stock  or demand  that the  Corporation  buy               
these stock  at the  current price  or  exchange  them  for  non-               
employee stock.                                                                 
                                                                                
                                                                                
     Article 37. Bonds                                                          
                                                                                
     1. A  bond of  a stock  Corporation  is  a  terminal  credit               
security giving  its holder  the right to receive annual interest               
as well  as other  rights specified  on the  bond. Bonds shall be               
repayable on  maturity and bear a fixed nominal rate of interest.               
Yearly interest  shall  not  be  paid  if  the  bond  contains  a               
corresponding stipulation  and if its issuance price is below par               
value.                                                                          
                                                                                
     2. Stock  Corporations whose authorized capital is not fully               
paid shall  be prohibited  from issuing bonds, with the exception               
of cases when they are circulated exclusively among the employees               
and the stockholders of the Corporation.                                        
                                                                                
     3. The  decision to  issue bonds may be adopted by a general               
meeting by majority vote, or by the Board if this is provided for               
in the by-laws.                                                                 
                                                                                
     4. A  public stock Corporation must buy out its bonds by the               
date specified  in the  by-laws.  The holder of a bond shall have               
equal rights with the other creditors of the Corporation.                       
                                                                                
     5. Closed  Corporations shall  be  prohibited  from  issuing               
bonds.                                                                          
                                                                                
                                                                                
     Article 38. Invalidity of Securities Issued by a Corporation               
                                                                                
     1. Stock and provisional stockholder's certificates shall be               
invalid if:                                                                     
     (1)   they do  not have  at least  one of  the prerequisites               
specified by Paragraph 3 of Article 32;                                         
     (2)  they  were  issued  without  the  registration  of  the               
Corporation or of the increase of its authorized capital;                       
     (3) they are issued by stock Corporations and not registered               
with the  appropriate state  offices or  their  registration  has               
been annulled; and                                                              
     (4)   stock (stock  certificates) were issued without paying               
their issuance price.                                                           
                                                                                
     2. If  a Corporation changes its name, reduces the par value               
of its stock or the rights of the holders of preference stock, it               
must within  three months  exchange the stock and the provisional               
stockholder's certificates  held by the stockholders or write the               
appropriate stipulations  on them.   If  the stockholders fail to               
present timely  their stock  (stock certificates)  or provisional               
stockholder's  certificates   for  exchange,  said  stock  (stock               
certificates) and  provisional stockholder's  certificates  shall               
become invalid.                                                                 
                                                                                
     3. Invalidity  of stock  must be  publicly announced  by the               
Corporation.                                                                    
                                                                                
     4. The  invalidity of  stock shall not reduce the authorized               
capital of  the Corporation,  unless a  general  meeting  decides               
otherwise.                                                                      
                                                                                
     5. If  the securities  of a  Corporation are damaged and not               
suitable for  circulation but  are identifiable,  at the holder's               
request the  Corporation  must  replace  the  security.  Expenses               
incurred thereby must be covered by the holders of the security.                
                                                                                
     6. Lost  or destroyed  securities shall  be replaced  by the               
Corporation according to the procedure established by the laws of               
the Republic of Lithuania.                                                      
                                                                                
                                                                                
     Article 39. Subscription for Stock                                         
                                                                                
     1. Subscription  for  stock  is  an  agreement  between  the               
Corporation and  a natural  or legal  person by  which one  party               
binds itself  to present  a certain  number of  new stock and the               
other party  binds itself  to pay the full issuance price for the               
stock subscribed for.                                                           
                                                                                
     2. The  subscription agreement of a public stock Corporation               
must state:                                                                     
     (1)  the name of the Corporation;                                          
     (2)   the date  of the registration of the general meeting's               
resolution to  increase  the  authorized  capital,  the  date  of               
the re-registration  of the  Corporation's  by-laws  and  of  the               
issuance of the stock with the appropriate state offices;                       
     (3)   the amount  of authorized capital of the newly-founded               
Corporation or the increase of the authorized capital;                          
     (4)   the par value and the issuance price of the stock, the               
number of  stock  of  each  class  issued  and  the  rights  they               
give;                                                                           
     (5)  the term for the subscription for the stock;                          
     (6)  the rules for paying for the stock;                                   
     (7)   the procedure for the distribution of stock in case of               
over-subscription;                                                              
     (8)   the first  and last  names of  the subscriber  and his               
address; and                                                                    
     (9)  the number of stock subscribed for according to class.                
     The Board  shall be  responsible for  drawing up  the  draft               
subscription agreement,  its announcement  and the correctness of               
the  information.   If  the  subscriber  has  supplied  false  or               
incomplete information  specified in  Paragraphs 8  and 9 hereof,               
the stock Corporation may unilaterally terminate the subscription               
agreement and return the contributions.                                         
                                                                                
     3. At  the request  of the stockholder, the Corporation must               
return his contributions if:                                                    
     (1)   the authorized  capital is  increased in  violation of               
this Law;                                                                       
     (2)   the Board  supplied false  or  incomplete  information               
under sub-section  1 to  7 of  Paragraph 2 of this Article in the               
subscription agreement.                                                         
     4. The  subscriber may not relinquish his liabilities to the               
Corporation and  the  Corporation  may  not  declare  a  person's               
subscription invalid  upon the registration of the Corporation or               
of the increase of its authorized capital.                                      
     5.  The   stockholder's  priority   right  to   acquire  the               
Corporation's newly-issued  stock shall give him a possibility of               
subscribing for  stock the par value of which is proportionate to               
the total  par value  of the  stock he holds.  The period of time               
for exercising this right may be not less than thirty days.                     
                                                                                
                                                                                
     Article 40. Payment for Stock                                              
                                                                                
     1. Payment  for stock is payment for their issuance in price               
money  or   in  non-monetary   (property)  contributions  by  the               
stockholder.   Only the  assets which  are objects  of  ownership               
right may be paid as nonmonetary (property) contributions.                      
     2. The  stock issued  by a newly-founded Corporation must be               
paid in  full within  the time  specified by  the by-laws  or the               
subscription agreement  but not later than in two years after the               
registration of the Corporation.                                                
     The time  in which  new stock  must be  paid for  may not be               
longer than  one year  after  the registration of the increase of               
the authorized capital.                                                         
     3. If  the stock  are paid for in money, on subscription the               
stockholder must  pay no  less than  1/4 of  the par value of the               
stock.  The  person  who  fails  to  pay  the  reqired  sum  upon               
subscription shall  be considered  as not  to have  concluded the               
subscription agreement.  When the  issuance price of the stock is               
                                                                                
paid for  in non-monetary  (property) contributions,  payment  in               
installments shall be prohibited.                                               
     4.  The   non-monetary  (property)  contributions  shall  be               
assessed by  the auditors of the Corporation or by another person               
appointed by  the Board  (the incorporators)  or by the committee               
formed  by   them.  On   assessing  the  non-monetary  (property)               
contributions, the  expenses of their assessment and transfer may               
be taken  into account.  The stock shall be considered fully paid               
after the  general meeting  approves the  assessment of  the non-               
monetary (property) contributions.                                              
     5. If the time for the payment for the stock is not fixed in               
the subscription  agreement, the  Board shall  establish the time               
(stages) of installments (partial installments). The time for the               
payment of installments shall be communicated to the stockholders               
or announced  publicly not  less than three times; the first time               
no later  then two months before the last day of payment, and the               
third time no later than ten days before the last day of payment.               
     6. If a stockholder fails to timely pay the installments for               
the stock  subscribed for,  the Corporation  shall have the right               
to:                                                                             
     (1) sell  the stock  subscribed for by the debtor by auction               
or to  sell them  at the current price after thirty days from the               
deadline for the payment for the stock. If the stock are sold for               
a  smaller   price  than  the  debt  of  the  subscriber  to  the               
Corporation, the  Corporation shall have the right to demand that               
he pay  the difference.  If the stock are sold for a bigger price               
the difference must be returned o the subscriber; (2) demand that               
the stockholder  pay annual  ten percent  interest on  the unpaid               
amount, unless  the by-laws or the subscription agreement provide               
otherwise, and recover the unpaid amounts through court.                        
                                                                                
     Article 41. Increase of the Authorized Capital                             
                                                                                
     1. A  Corporation may increase its authorized capital on the               
resolution of  a general  meeting adopted by 2/3 vote, as well as               
by issuing new stock or by increasing the par value of the issued               
stock. The  Corporation may  issue new  stock to be purchased for               
money only  if its  authorized capital (the issuance price of the               
stock of the last issue) is fully paid for.                                     
     2. Applications  for the registration of the increase of the               
authorized capital  shall be filed with the local government upon               
the subscription  for all  the stock  and the  payment of initial               
installments.                                                                   
     3. The  amended by-laws  and the  increase of the authorized               
capital may be registered together.                                             
     4. The authorized capital shall be considered increased only               
after its  registration.  When  the  Corporation  is  denied  the               
registration of  the increase  of its  authorized capital  it may               
file another  application for  registration after  it has removed               
all the  obstacles for  the registration  of the  increase of its               
authorized  capital.   Disputes  over  the  registration  of  the               
increase  of   the  authorized   capital.   Disputes   over   the               
registration of  the increase  of the authorized capital shall be               
resolved in court.                                                              
     5.  If  the  increase  of  the  authorized  capital  is  not               
registered within  six months  after the  registration of its by-               
laws, the  increase  of  the  authorized  capital  shall  not  be               
recognized. In this case all the contributions must be returned.                
     6. The  resolution of  issue preference stock of a new class               
may be  adopted if it is supported by a 2/3 vote of the attending               
holders of  preference stock,  including  the  holders  of  stock               
without voting stock.                                                           
                                                                                
     Article 42. Increase of the Authorized capital by Additional               
                 Contributions of the Stockholders                              
                                                                                
     1. A Corporation may increase its authorized capital only by               
issuing new stock.                                                              
     2.  An   insolvent  Corporation  shall  be  prohibited  from               
circulating its  new stock publicly. It may offer these stock for               
sale only to its own stockholders.                                              
     3. The  by-laws of  a Corporation may provide that the Board               
may also increase the authorized capital by issuing new stock for               
additional contributions.  This right shall be given to the Board               
for a period of time no longer than four years, at the expiration               
of which  it may  be again  conferred on the Board by the general               
meeting.                                                                        
     4. The  Corporation's authorized capital may be increased by               
issuing new stock which may be exchanged for convertible bonds.                 
                                                                                
     Article 43. Increase of the Authorized capital out of                      
                 Corporation Funds                                              
                                                                                
     1. On  the decision  of the  general meeting, the authorized               
capital may  be increased  out of  the profit reserves or capital               
reserve funds  by issuing new stock which shall be transferred to               
the stockholders  without payment, or by increasing the par value               
of the stock issued earlier.                                                    
     2. The  general meeting shall adopt the decision to increase               
the authorized  capital based  on the Corporation's balance sheet               
drawn up not earlier than ten days before the meeting.                          
     3. It shall be prohibited to increase the authorized capital               
out of  the capital  reserve and  profit reserve funds before the               
Corporation covers the losses recorded in the balance sheet.                    
     4. The balance sheet must be attached to the application for               
the registration  of the  Corporation's authorized capital out of               
its funds.                                                                      
     5. When the Corporation is increasing its authorized capital               
out  of   the  capital   reserve  and  profit  reserve  funds,  a               
stockholder shall  have the right to receive, withoutpayment, new               
stock the  number of which must be proportionate to the total par               
value of  stock in his possession, unless the by-laws or this Law               
provide otherwise.                                                              
     6. When the Corporation increases its authorized capital out               
of capital reserve and profit reserve funds, the contributions of               
the  holders  of  stock  not  paid  in  full  shall  increase  in               
proportion to  the amount  paid of the price of issuance of their               
stock.                                                                          
     7. Upon  the registration  of the increase of the authorized               
capital, the  Board shall  inform the  stockholders, in the order               
established  by   the  by-laws,   about  the   procedure  of  the               
acquisition  of   the  new  stock.  If  a  stockholder  does  not               
communicate his  wish to  acquisition of  the  new  stock.  If  a               
stockholder does  not communicate  his wish  to acquire  the  new               
stock within  a year of the announcement day, the Corporation may               
dispose of them at its own discretion.                                          
     8. The  new stock shall give their holders equal rights with               
the holders of other stock of the same class to reseive dividends               
for the  business year in which the new stock were issued, unless               
the by-laws of the Corporation provide otherwise.                               
                                                                                
     Article 44. Reduction of the Authorized Capital                            
                                                                                
     1. The  authorized capital may be reduced by a resolution of               
the general  meeting adopted  by a 2/3 vote. When the Corporation               
has issued stock of different categories, the general meeting may               
reduce the  authorized capital if this resolution is supported by               
a 2/3  vote of  each  category  of  stockholders  (including  the               
holders of stock without voting rights) present at the meeting.                 
     2. The authorized capital may be reduced in order to:                      
     (1)  to   pay  the   Corporation's  free  resources  to  the               
stockholders; and  (2) to  eliminate the  difference between  the               
Corporation's net assets and the amount of the authorized capital               
which has been caused by losses.                                                
     3. The  authorized  capital  may  be  reduced  only  in  the               
following ways:                                                                 
     (1) by  decreasing the  par value  of the  stock; or  (2) by               
canceling the stock.                                                            
     While reducing  its authorized capital, the Corporation must               
first cancel its own stock.                                                     
     4. The  decision to  reduce the  authorized capital  must be               
announced publicly  three times  at intervals  not  shorter  than               
days,  or  each  stockholder  and  creditor  must  be  personally               
notified thereof.                                                               
     5. While  reducing its  authorized capital  the  Corporation               
must give  additional guarantees  for  its  liabilities  to  each               
creditor who demands them.                                                      
     6. The  application for the registration of the reduction of               
the authorized  capital shall  be filed with the local government               
no earlier  than six  months after  the first public announcement               
and thirty days after the third public announcement or no earlier               
than three  months after the notification of all the stockholders               
and creditors  and after  giving  additional  guarantees  to  the               
creditors at  the request.  This rule  shall  not  apply  if  the               
authorized capital  is reduced  by  canceling  the  Corporation's               
stock acquired by purchasing said out of net profit or the profit               
reserve fund,  or by acquiring them without payment. If the local               
government has  grounds  for  denying  the  registration  of  the               
reduction of  the  authorized  capital,  the  Corporation,  after               
taking  into  consideration  the  objections,  may  file  another               
application. The  authorized capital  shall be  considered to  be               
reduced only after its registration.                                            
     7. Time amended by-laws of the Corporation and the reduction               
of the  authorized capital  of the  Corporation may be registered               
simultaneously.                                                                 
     8. If  the stockholders  fail to  timely present  stock  for               
redemption and cancellation to the Corporation's Board, the Board               
shall declare said stock invalid.                                               
     9. Upon  the reduction  of its  Corporation  may  return  to               
stockholders their contributions fully or in part, or relieve the               
stockholders from  paying the  unpaid contributions  (to increase               
the value of their paid-in contributions). After the reduction of               
the authorized  capital, the  stockholders must  be paid  only in               
money, unless  the by-laws of the Corporation or the subscription               
provide for other procedures.                                                   
                                                                                
     Article 45. The Right of a Corporation to Purchase its own                 
                 Stock                                                          
                                                                                
     1. A  stock Corporation  shall be prohibited from purchasing               
its own stock, except when:                                                     
     (1) it  seeks to  avoid excessive losses due to the decrease               
of the  price of the stock: (2) it plans to sell to the employees               
of the  Corporation and  their subsidiary  Corporations no  later               
than within the first six months after their acquisition; and (3)               
the  Corporation's   authorized  capital   has  been  reduced  in               
accordance with the procedure established by this Law.                          
     2. The Corporations shall buy its own stock on a decision of               
the general  meeting. The  par value  of the  stock  of  a  stock               
Corporation purchased  for purposes outlined in sub-section 1 and               
2 of  Paragraph 1  hereof, and  the par  value of the other stock               
possessed  by   the  Corporation  may  not  exceed  1/10  of  the               
authorized capital.                                                             
     3. In  all cases,  except when  the  authorized  capital  is               
reduced, a  Corporation shall  be prohibited  from purchasing its               
own stock  out of the authorized capital or the mandatory reserve               
fund.                                                                           
                                                                                
     4. The  stock purchased  by the  Corporation in violation of               
the rules  outlined in  Paragraph 1  and 3  hereof must  be  sold               
within twelve  days of  their acquisition. If these stock are not               
sold by the fixed time, on the decision of the state office which               
has registered  these stock,  the stock  shall  be  canceled  and               
authorized capital of the Corporation reduced.                                  
     5. The  Corporation which  is purchasing its own stock shall               
not be  entitled to  the non-property  rights incident  to  these               
stock.                                                                          
                                                                                
                                                                                
                            CHAPTER 6                                           
                                                                                
               Finances and distribution of profit                              
                                                                                
     Article 46. Financial Resources of a Corporation                           
                                                                                
     1. The financial resources of a Corporations shall be formed               
from internal  and external sources. Internal sources may include               
depreciation  charges   and  profit,   external  sources  include               
contributions for  stock, revenue  from bonds,  loans  and  other               
similar sources.                                                                
     2. The  Corporation's Board  shall  define  the  method  for               
calculating the  depreciation  charges  and  the  norms  for  the               
recovery of  the physical  an moral  depreciation  of  its  fixed               
assets as  well as  for financing  major repairs. These norms may               
not be  less than  the depreciation  charges established  by  the               
state. The  part of  the fixed  assets which  has been written of               
prematurely (before  it has  been  fully  depreciated)  shall  be               
attributable to the losses of the Corporation.                                  
     3. On  the decision  of the  general meeting  or the  Board,               
adopted at  the instruction  of the  general meeting,  the  whole               
amount or  a portion  of the revenue received from the difference               
between the  issuance price  of the Corporation's stock and bonds               
and their  par value  may be  attributed to  profit.  If  such  a               
decision has  not been  taken by the general meeting or the Board               
said revenue  shall be attributed to the capital reserve fund and               
will be exempt from taxation.                                                   
     4. Before  a Corporation  pays the  required taxes  into the               
budget, it  shall have  no right  to use  its  profit  for  other               
purposes.                                                                       
                                                                                
     Article 47. Distribution of Profit                                         
                                                                                
     1. The  profit of a Corporation must be distributed no later               
than within  the first three months after the end of the business               
year and  the only  after the approval of the annual balance. The               
resolution on the distribution of profit must state:                            
     (1) the  net profit;  (2) mandatory  payments out of profit;               
(3) dividends;  (4) deductions  to the  reserve funds; (5) annual               
payments  to  the  members  of  the  Board  and  the  Council  of               
Observers; (6)  the use  of profit for the payment of bonuses for               
the employees and the other purposes; and (7) net surplus.                      
     2. In distributing the profit the general meeting shall have               
the right  to include  therein a portion of the profit or capital               
reserve funds.                                                                  
      3.  Bonuses to employees and advance payments to the member               
of the  Board and  the Council  of Observers  may be  paid  every               
quarter if  the current  results of  the Corporation's commercial               
and business activity promise a sufficient amount of profit.                    
     4. If  the amounts  of the  mandatory reserve  fund and  the               
capital reserve  fund  are  less  than  1/10  of  the  authorized               
capital, deductions  to  the  mandatory  reserve  fund  shall  be               
obligated and may not be less than 1/20 of net profit.                          
                                                                                
     Article 48. Dividends                                                      
                                                                                
     1. A  dividend is  the part  of  the  profit  a  stockholder               
receives, which  is proportionate  to the par value of his stock.               
The by-laws  of a  Corporation may  provide that the dividends be               
established by  agreement. If  a stock  is not  fully  paid,  the               
stockholder's dividend  shall be  reduced in  proportion  to  the               
unpaid amount  of the price of the stock. The by-laws may provide               
that the dividend on fully paid stock must be reduced if the last               
installment of  their price  was paid  in the  business year  for               
which the dividend is paid.                                                     
     2. Dividends  announced by  the general meeting shall become               
the  Corporation;s   liabilities   to   its   stockholders.   The               
stockholders  shall   have  the  tight,  as  a  creditor  of  the               
Corporation,  to   demand  the   payment  of  his  dividend.  The               
Corporation shall have the right to recover the dividend paid out               
to a  stockholder if  the stockholder  knew or  should have known               
that the dividend announced was unlawful.                                       
     3. The  general meeting  shall be prohibited from announcing               
or paying  dividends if  the Corporation is insolvent or if after               
the payment  of dividends  it   would become  insolvent.  If  the               
balance of  the Corporation  shows losses,   the  general meeting               
shall have  no right  either to announce or  pay dividends before               
the   losses are   recovered  or before the authorized capital is               
reduced because of the losses.                                                  
     4. At  the end  of the business year the Board shall have no               
right to  pay out  portion of the dividend before the approval of               
the annual balance if this is prescribed in the by-laws.  Advance               
payments may  not exceed  1/2  of  the  dividends  paid  for  the               
previous year  and 1/2  of the  dividends which  the  Corporation               
intends to pay.                                                                 
     5. Dividends  may be paid in money.  If the stockholder does               
not  object  dividends  may  be  paid  in  material  assets,  the               
Corporation's stock, or other securities.                                       
                                                                                
Vytautas Landsbergis                                                            
President                                                                       
Supreme Council                                                                 
Republic of Lithuania                                                           
                                                                                
30 July 1990 No. I-425