REPUBLIC OF LITHUANIA                                     
                           COMPANY LAW                                          
                                                                                
                            Chapter 1                                           
                                                                                
                       General Provisions                                       
                                                                                
     Article 1. Objectives of the Law                                           
                                                                                
     This Law  shall regulate  the establishment,  reorganisation               
and liquidation of public and private companies, their management               
and activities,  as well  as the  rights and obligations of their               
shareholders. When the text of the Law applies both to public and               
private  companies,  they  shall  be  referred  to  by  the  term               
Companies."                                                                     
                                                                                
     Article 2. Public Companies and Private Companies                          
                                                                                
     1. A  Company is  an enterprise  whose authorised capital is               
divided into  shares. It  may be  formed  for  any  business  not               
prohibited by the laws of the Republic of Lithuania. A Company is               
a legal person.                                                                 
     2. A  Company is  a limited liability formation. It shall be               
liable for  its obligations only to the extent of its assets. The               
shareholders shall be liable only for the amounts which they must               
pay for their shares.                                                           
     3. The  amount of the authorised capital of a public Company               
may not  be less than 100 000 litas. Its shares may be circulated               
and traded in publicly.                                                         
     4. The amount of the authorised capital of a private Company               
may not  be less  than 10 000 litas. A private Company must limit               
the number  of its  shareholders to  50. The  shares of a private               
Company may  not be  circulated or traded in publicly, unless the               
laws regulating the sale of state-owned property (shares) provide               
otherwise.                                                                      
     5. The  registered office  of a  Company must be situated in               
the Republic of Lithuania.                                                      
     6. A  Company may  be established for a period of limited or               
unlimited duration.  If the  Articles of Association of a Company               
do not  specify the  period for which it is established, it shall               
be deemed  to have perpetual existence. The duration of a Company               
may be extended.                                                                
                                                                                
     Article 3. Incorporators                                                   
                                                                                
     1. The  incorporators of a Company shall be natural or legal               
persons who  have executed  the Company  incorporation  agreement               
(act) in  accordance with  the procedure established by this Law.               
Natural and  legal persons of the Republic of Lithuania and other               
states may  be incorporators.  The number  of incorporators shall               
not be  limited. Each  incorporator of  a  Company  must  be  its               
shareholder. If  at least one of the incorporators (investors) of               
a Company  is a  foreign person,  the laws  of  the  Republic  of               
Lithuania which  regulate foreign  investment shall also apply to               
the Company.                                                                    
     2. If  a Company  is formed  by one person, an incorporation               
act shall  be drawn  up  instead  of  the  Company  incorporation               
agreement and  the requirements  of the  incorporation  agreement               
shall apply to it.                                                              
     3. The  incorporators shall  conclude an  agreement  on  the               
incorporation of  the Company. The following must be specified in               
the incorporation agreement:                                                    
     1) the  incorporators (full  names, names  of legal persons)               
and their addresses;                                                            
     2) the name of the Company;                                                
     3) the manner in which the Company is formed;                              
     4) the  rights and  obligations of  the incorporators in the               
formation of  the Company  and liability  for failure  to  fulfil               
their obligations;                                                              
     5) the number of shares acquired by each incorporator;                     
     6) the  par value,  price of  issue, and  the procedure  and               
terms of offering of shares;                                                    
     7) compensation  of incorporation costs and remuneration for               
the incorporation; and                                                          
     8)  the   procedure  for   settling  disputes   between  the               
incorporators.                                                                  
     The agreement  shall  be  signed  by  all  incorporators  or               
persons authorised  by them. If at least one of the incorporators               
is a natural person, the agreement must be certified by a notary.               
If all  the incorporators  are legal  persons or enterprises, the               
signature  of   their  manager  or  authorised  person  shall  be               
certified by  a  seal.  The  procedure  established  for  natural               
persons shall  apply to  a foreign  legal  person  who  does  not               
possess a seal.                                                                 
     The agreement  on the  incorporation of a Company shall be a               
public document.                                                                
     4. A  Company incorporation  agreement  or  an  act  on  the               
incorporation of  a Company  concluded  in  accordance  with  the               
procedure established by this Law shall grant the right to open a               
settlement account  with a  bank registered  in the  Republic  of               
Lithuania.                                                                      
     5. Upon  executing a  Company incorporation  agreement,  the               
incorporators shall draw up the Company's Articles of Association               
and offer  shares for sale. The incorporators of a public Company               
shall be  entitled to offer shares for sale only upon registering               
the Company's  Articles of  Association in  accordance  with  the               
procedure established  by the  Law on the Register of Enterprises               
of the  Republic of  Lithuania as  well as  upon registering  the               
issue of shares with the Securities Commission.                                 
     6. Prior  to the statutory general meeting, any incorporator               
as well  as the  persons specified in the incorporation agreement               
shall be  entitled to  conclude contracts  in  the  name  of  the               
Company which  is being  incorporated. Upon their approval by the               
statutory  general   meeting,   said   contracts   shall   create               
obligations for  the Company.  In  the  event  that  the  meeting               
refuses to  approve said  contracts, the  incorporators shall  be               
jointly liable  for the  obligations  thereunder,  whereas  other               
persons stated  in the incorporation agreement shall be severally               
liable therefor.  Upon  the  proposal  of  the  incorporator  the               
general meeting may transfer to the Company the obligations under               
the contracts concluded by the incorporator in his own name.                    
     7. The shareholders shall have the right to request that the               
incorporators compensate  for the  losses incurred by the Company               
prior to  the day  of its  registration by  reason of  failure to               
fulfil the  obligations,  dishonest  management  of  the  affairs               
related to  the incorporation,  with the exception of cases where               
the losses  have  been  incurred  through  normal  industrial  or               
business risks.  Disputes concerning  the compensation  of losses               
shall be settled in court.                                                      
     8. By  drawing up  the record  of transfer  and receipt  the               
incorporators must  within 7  days of  the day  of the  statutory               
general meeting  transfer the  Company's assets  and documents to               
the Board  (if it  has not  been elected  - to  the head  of  the               
Administration).                                                                
                                                                                
     Article 4. Shareholders                                                    
                                                                                
     1. A  shareholder shall  be a  natural or a legal person who               
has at least one share in the Company acquired under law.                       
     2. Each  shareholder shall  have such  rights in the Company               
which are incidental to the shares in the Company held by him.                  
                                                                                
     3. If  the holder  of all shares in a Company is one natural               
or  legal   person,  the  person's  written  decisions  shall  be               
equivalent to the resolutions of the general meeting.                           
                                                                                
     Article 5. Special Purpose Companies                                       
                                                                                
     1. The  status of  special purpose Companies may be assigned               
to  Companies   which  fulfil   functions  that   are  of   vital               
significance for  the state or Companies whose activities require               
a special regime. The sphere of activity in which special purpose               
Companies may  operate shall  be approved  by the  Seimas on  the               
recommendation of the Government of the Republic of Lithuania.                  
     2. The  shares held  by an  institution of  state power  and               
government in  a special purpose Company must account to at least               
70% of votes.                                                                   
     3. The institutions of state power and government possessing               
controlling interest  in  a  special  purpose  Company  shall  be               
entitled to establish the following:                                            
     1) obligatory works (assignments);                                         
     2) quality requirements for goods (services); and                          
     3)  prices   of  goods   (services)  or   price  calculation               
regulations.                                                                    
     4. Taking  into account the specific character of a Company,               
the terms  and conditions  set forth  in Par.  3 hereof  must  be               
provided for in the Company's Articles of Association.                          
                                                                                
                            Chapter 2                                           
                                                                                
        Incorporation, Reorganisation and Liquidation of                        
                            a Company                                           
                                                                                
     Article 6. Incorporation of a Company                                      
                                                                                
     1. A private Company may be founded only in a closed manner,               
whereas a  public Company may be founded either in a closed or in               
an open manner.                                                                 
     2. A  Company shall be founded in a closed manner by forming               
its authorised  capital from  contributions received  for  issued               
shares acquired only by the incorporators.                                      
     3. A  Company shall  be founded in an open manner by forming               
its authorised  capital from  contributions received  for  issued               
shares a  portion whereof  is acquired by the incorporators while               
the remaining shares are offered for sale to other persons.                     
     4. The  business year of a Company shall be a calendar year.               
Other 12-month periods may also be established in the Articles of               
Association for  the beginning  and  the  end  of  the  Company's               
business year.  If a Company is registered after the commencement               
of the  business year,  the day  of  the  end  of  the  Company's               
business  year   provided  for   in  the  Company's  Articles  of               
Association shall  be considered  the end  of the  first business               
year of  the Company.  If a  Company is  crossed off the Register               
prior to  the end  of the  business year,  the last business year               
shall end by the day the Company is crossed off the Register.                   
     5.  The   incorporators  must  prepare  a  statutory  report               
specifying:                                                                     
     1) incorporation expenses;                                                 
     2) money received for the shares;                                          
     3) non-pecuniary (property) contributions, the value of said               
contributions and  valuation methods submitted to the meeting for               
approval;                                                                       
     4) the number of shares acquired by each incorporator;                     
     5) repayable  incorporation expenses,  remuneration for  the               
incorporation; and                                                              
     6) contracts  obligations whereunder  are transferred to the               
Company by the incorporators or other persons.                                  
                                                                                
     6. The  statutory report  must be  audited  and  conclusions               
thereon  must  be  submitted  to  the  statutory  meeting  by  an               
independent auditor  who shall  have the right to invite property               
valuation experts.  The independent auditor shall have the rights               
established for  the auditor  by this  Law. If  the incorporators               
deny the  auditor the  required information and explanations, the               
auditor shall  inform the  statutory meeting  thereof in writing.               
Each shareholder shall have the right to familiarise himself with               
the statutory  report and  the auditor's  findings  and  to  make               
copies thereof.                                                                 
     7. If,  during incorporation,  not all  shares in  a  public               
Company are  subscribed for  during the  time prescribed  for the               
subscription for shares, the amount of the authorised capital may               
be reduced  on the  decision of the statutory meeting, but by not               
more than  50%. The  reduced amount of the authorised capital may               
not be  less than the minimum amount under Par. 3 of Article 2 of               
this Law.  If during the time prescribed for the subscription for               
shares not  all shares  are subscribed  for and the amount of the               
authorised capital  is not reduced, the public Company may not be               
registered. In  this case  the contributions  of the  subscribers               
must be  returned to  them without any deductions within 15 days.               
All the  incorporators shall  be jointly liable for the return of               
the contributions.                                                              
     8. Within  60 days  of the end of the subscription period or               
the last  day of  the subscription  for shares (in the event that               
all shares  are subscribed  for prior  to  the  fixed  date)  the               
incorporators must  call the  statutory general  meeting. If  the               
general meeting  is not  called within  the above period, all the               
subscribers shall be relieved of their obligations to the Company               
and shall  have  the  right  to  request  full  return  of  their               
contributions for the shares within 15 days.                                    
     9. The  provisions established  by this  Law for the general               
meeting  shall  apply  to  the  statutory  general  meeting.  The               
statutory general  meeting must  also  be  attended  by  all  the               
incorporators of  the Company.  If there  is no  quorum,  another               
meeting shall be called.                                                        
     10.  The   statutory  general   meeting  shall  approve  the               
statutory report  of the  Company and  the contracts concluded by               
the incorporators,  elect the  managing bodies,  the auditor, may               
amend or  supplement the  Articles of  Association, settle  other               
issues within the competence of the general meeting.                            
     11. The  first Supervisory  Board  or  the  Board  shall  be               
elected for no longer than 2 business years.                                    
     12. Remuneration  for the  incorporation  of  a  Company  or               
compensation of  the incorporation  expenses may  be paid  to the               
incorporators or  to third  persons provided that civil contracts               
have been  concluded with  them and  the incorporation  costs are               
substantiated by  documents. Disputes  between the incorporators,               
shareholders and  third persons  concerning the  compensation  of               
incorporation costs  and remuneration for the incorporation shall               
be settled in court.                                                            
                                                                                
     Article 7. The Company's Articles of Association                           
                                                                                
     1. The  Articles of  Association of  a Company  constitute a               
legal document governing the conduct of the Company's business.                 
     2. The Articles of Association must state:                                 
     1) the name of the Company;                                                
     2) the Company's registered office;                                        
     3) business  activities  (types  of  manufactured  products,               
performed work, rendered services);                                             
     4) the  procedure for  transferring registered shares to the               
ownership of  other persons  in the  cases specified in Par. 7 of               
Article 34 of this Law;                                                         
     5) the  amount of the authorised capital and its composition               
according to the classes of shares;                                             
     6) the  number of shares according to class, their par value               
and the rights they give to the holder;                                         
     7) procedure of payment for shares;                                        
     8) procedure  for exchanging  shares of one class for shares               
of another class;                                                               
     9) procedure  for electing  the Supervisory Board, the Board               
and the auditor, and their respective powers;                                   
     10) the  powers of  the general  meeting, the  procedure for               
calling the meetings and their voting rules;                                    
     11) the rules for the distribution of profit;                              
     12) the procedure for communicating the announcements of the               
Company; and                                                                    
     13) the  procedure  for  reorganising  and  liquidating  the               
Company.                                                                        
     The Articles  of Associations  of a Company may also include               
other provisions,  provided that  they are in compliance with the               
laws of the Republic of Lithuania.                                              
     3. If the conduct of business activities provided for in the               
Company's Articles  of Association  is regulated by other laws of               
the Republic  of Lithuania,  said laws must be complied with when               
drafting the Company's Articles of Association.                                 
     4. The  Articles of  Association of a Company must be signed               
by all incorporators and the signatures must be certified: in the               
case of  natural persons  - by  a notary,  in the  case of  legal               
persons, when the signature belongs to the head of the enterprise               
or  to   the  authorised  person  -  by  a  seal.  The  procedure               
established for natural persons shall apply to a legal person who               
does not posses a seal.                                                         
                                                                                
     Article 8. Registration of the Articles of Association                     
               and the Company                                                  
                                                                                
     1.  Prior  to  offering  their  shares  to  the  public  for               
subscription or  purchase, companies must register their Articles               
of Association  according to the procedure established in the Law               
on the Register of Enterprises.                                                 
     2.  In   the  event  that  the  general  meeting  amends  or               
supplements  the   Company's  Articles   of   Association,   said               
amendments must  be registered.  Amendments to  the  Articles  of               
Association shall be valid only upon their registration.                        
     3.  A   Company  must  be  registered  in  the  Register  of               
Enterprises of  the Republic  of Lithuania within 6 months of the               
day of  conclusion of the incorporation agreement. If the Company               
is not  registered within the prescribed time period, it shall be               
deemed not  to have  been incorporated  and the  contributions of               
persons to  the Company's  authorised capital  must  be  returned               
without any deductions within 15 days of the day of expiry of the               
period prescribed for the registration.                                         
     In the  event of  failure to  register the  Company  through               
reasons  not   related  to   the  activities   of  the  Company's               
incorporators or  shareholders, the  incorporators may appeal the               
actions of the Registrar in court.                                              
     4.  The   Company  shall  be  registered  according  to  the               
procedure established  by the  Law on the Register of Enterprises               
after the  shares have  been subscribed for, initial installments               
have been  collected and  the statutory  general meeting has been               
held. The  sum of  the collected  initial installments must be no               
less than  the  amount  of  the  minimum  authorised  capital  as               
established in  Article 2  of this  Law, of  which sum  pecuniary               
contributions must constitute no less than 1/4.                                 
     5. The  Company shall  acquire the rights of legal person as               
of the day of its registration.                                                 
                                                                                
     Article 9. Affiliate of a Company                                          
                                                                                
                                                                                
     1. A  Company shall  have the right to establish affiliates.               
Affiliates shall  be established on the decision of the Company's               
Board. The  number of  affiliates  of  a  Company  shall  not  be               
limited.                                                                        
     2. An  affiliate shall be a division of a Company possessing               
a separate  registered office.  An affiliate shall not be a legal               
person and  shall use  the name of the Company as a legal person.               
It shall  operate in  compliance with the Articles of Association               
of the  Company and  within the  powers which  are granted by the               
Board and  which must be specified in the Articles of Association               
of the affiliate.                                                               
     3. The  assets of the Company's affiliate shall be accounted               
in the Company's balance sheet and in a separate balance sheet of               
the affiliate.                                                                  
     4. Affiliates of a Company shall be registered in accordance               
with the  procedure established  in the  Law on  the Register  of               
Enterprises.                                                                    
                                                                                
     Article 10. Reorganisation of a Company                                    
                                                                                
     1. Reorganisation  is transformation of a Company as a legal               
person without  the liquidation  procedure. The successors to all               
the rights  and liabilities of reorganised Companies shall be the               
Companies newly incorporated in the process of reorganisation and               
Companies continuing  to operate  after reorganisation  as  going               
concerns.                                                                       
     2. Companies may be reorganised in the following ways:                     
     1) by merger or consolidation of companies;                                
     2) by division of companies;                                               
     3) by changing the type or status of a Company.                            
     3. Reorganisation  by merger  or consolidation  of companies               
shall be carried out by:                                                        
     1) joining  the companies (one or several) which cease their               
existence  as  separate  legal  entities  to  the  Company  which               
continues its business; or                                                      
     2) combining  companies which  terminate their  existence as               
legal entities to form a newly created Company.                                 
     4. Reorganisation  of companies  by way  of Company division               
shall be carried out by:                                                        
     1)  parcelling   out  the   Company  which   terminates  its               
activities to other companies which continue their business;                    
     2)  organising   new  companies   from  the   Company  which               
terminates its activities; or                                                   
     3) separating  a part  from the  Company which  is  a  going               
concern and merging the part with another Company or organising a               
new Company from the separated part.                                            
     5. When  the type  of a  Company is being changed, it may be               
reorganised:                                                                    
     1)  from   a  private  Company  into  a  public  Company  by               
registering its shares with the Securities Commission; or                       
     2)  from   a  public  Company  into  a  private  Company  by               
cancelling  the   registration  of   its  share  issue  with  the               
Securities Commission.                                                          
     6. Reorganisation  by changing  the status  of  the  Company               
means cancelling  the special  purpose status  of  a  Company  by               
amending its Articles of Association.                                           
     7. The Companies under reorganisation must prepare a plan of               
reorganisation, which must state:                                               
     1) the  name, type  and registered  office of  each  Company               
under reorganisation;                                                           
     2) valuation of assets of each Company under reorganisation;               
     3) assumption  of liabilities  and the  period of assumption               
thereof;                                                                        
     4) the  criteria and rules for dividing the shareholders and               
shares  of   the  Companies   which  are   connected   with   the               
                                                                                
reorganisation among  the Companies  which will continue as going               
concerns after the reorganisation;                                              
     5) the  rate at  which the shares held by shareholders shall               
be exchanged for new shares taking into account the difference in               
price; the  number of new shares according to class and their par               
value;                                                                          
     6) the  difference between  the price  of shares held by the               
shareholders and shares received by them after the reorganisation               
which shall  be paid out to them in cash. The payment in cash may               
not exceed 10% of the par value of shares;                                      
     7) the procedure and terms for issuing shares;                             
     8) property and non-property rights of holders of shares and               
other securities  after Company  reorganisation and  the terms of               
acquisition thereof;                                                            
     9) the  projected business  indices of  the Companies  which               
will be going concerns after the reorganisation; and                            
     10) the rights accorded to the managing bodies, auditors and               
experts of Companies during their reorganisation period.                        
     The Articles  of Association of each Company which will be a               
going concern  after the  reorganisation must be drafted together               
with the plan of reorganisation.                                                
     8. The Board of each Company under reorganisation shall make               
a comprehensive  written evaluation of the plan of reorganisation               
and  shall  also  assign  one  or  more  experts  to  conduct  an               
examination of  the plan. The experts shall be entitled to obtain               
any related  information from the Companies under reorganisation.               
Prior to  the announcement  of the  general meeting,  the experts               
shall submit  to the Board the Examination Act which must contain               
findings concerning  the valuation  of property,  the  terms  and               
conditions of loan extension and changes in the price of shares.                
     9. Every  Company must  make a  public announcement  of  its               
projected reorganisation  no later  than 30  days  prior  to  the               
general meeting  which has  the consideration  of  issue  of  the               
Company reorganisation  on its  agenda. During  the stated period               
every shareholder  shall have  the right  to familiarise  himself               
with  the  Company's  plan  of  reorganisation,  its  evaluation,               
business indices  of the  Companies under  reorganisation and the               
Examination Acts as well as to make copies thereof.                             
     10. The resolution to reorganise a Company may be passed and               
the plan  of reorganisation and the draft Articles of Association               
may be  at the  same time  approved by  shareholders with no less               
than 2/3  of votes of every class of shares. Shareholders with no               
less than  1/2 of  votes of  all classes of shares shall have the               
right to  appeal in  court the  resolution of the general meeting               
concerning the refusal to reorganise a Company.                                 
     11. A Company against which bankruptcy proceedings have been               
instituted or  with  respect  to  which  out-of-court  bankruptcy               
procedure is  applied may  be reorganised  in accordance with the               
procedure established  by the Law on Enterprise Bankruptcy of the               
Republic of Lithuania.                                                          
     12. Public  announcement shall  be  made  of  the  Company's               
reorganisation no  less than  three times  with an  at least a 2-               
month interval between the announcements, or each shareholder and               
creditor shall be given a written notice thereof.                               
     13. The Articles of Association of Companies which are going               
concerns after  the reorganisation  shall be registered after the               
first  general  meeting.  The  registration  of  the  reorganised               
Companies shall  be regulated  by the  Law  on  the  Register  of               
Enterprises of the Republic of Lithuania.                                       
                                                                                
     Article 11. Liquidation of a Company                                       
                                                                                
     1. A Company may be liquidated on the following grounds:                   
     1) the  time of  the Company's  duration as specified in the               
Articles of Association has expired;                                            
                                                                                
     2) the court or the creditors' meeting has passed a decision               
to liquidate  a bankrupt  Company. In this case the Company shall               
be liquidated in accordance with the procedure established by the               
Law on Enterprise Bankruptcy;                                                   
     3) the  court has passed a decision to liquidate the Company               
on the  grounds of  violations of  law established by the laws of               
the Republic of Lithuania; and                                                  
     4) the general meeting has passed a corresponding resolution               
(provided that  no bankruptcy  proceedings have  been  instituted               
against the Company).                                                           
     2. The  institution which  decides to  liquidate the Company               
must appoint  its  liquidator  (administrator  of  a  Company  in               
liquidation).  The  managing  bodies  of  the  Company  shall  be               
divested, as  of the  day of the liquidator's appointment, of the               
powers to  manage  the  Company  and  their  functions  shall  be               
performed by the liquidator.                                                    
     3. The  liquidator shall,  in accordance  with the procedure               
established by the Law on the Register of Enterprises, inform the               
Registrar who  registered the  Company of  the alteration  of the               
Company's  status  and  shall  furnish  the  Registrar  with  the               
information concerning the liquidator. After the Company acquires               
the  status   of  a   Company  in   liquidation,  the  words  ÷in               
liquidation" shall precede its name.                                            
     4. A  Company in  liquidation may  conclude  only  contracts               
which are  related to  its liquidation as well as those contracts               
which are provided for in the liquidation resolution.                           
     5. The  liquidation of a Company shall be announced publicly               
no less  than three times at no shorter than 2-month intervals or               
each  shareholder   or  creditor  shall  be  personally  notified               
thereof.                                                                        
     6.  The   distribution  of   the  Company's  assets  to  the               
shareholders may  be carried  out only upon the expiration of two               
months after  the day  of the  third public  announcement of  the               
liquidation of  the Company  or of  the personal  notification of               
each shareholder and creditor.                                                  
     7. In  the event  of disputes  concerning the payment of the               
Company's debts,  the assets of the Company may be distributed to               
the shareholders only after the dispute has been settled in court               
and settlements  with the  creditors have been effected. Disputes               
concerning  the   mortgaged  assets   of  the  Company  shall  be               
considered in  accordance with  the procedure  established in the               
Law on Mortgage of the Republic of Lithuania.                                   
     8. After  the payment  of the required taxes into the budget               
and after  the discharge  of liabilities to the creditors and the               
employees, the  remaining assets  shall  be  distributed  to  the               
shareholders in proportion to the par value of the shares held by               
them by  ownership right.  Any contingent  assets shall  later be               
distributed in  an analogous manner. If the shares of the Company               
carry different  rights, said  rights shall be taken into account               
during the distribution of assets.                                              
                                                                                
     Article 12. Powers of the Liquidator                                       
                                                                                
     1. The  liquidator shall  have the rights and obligations of               
the Company's  Board. The  liquidator shall represent the Company               
in liquidation  in court,  in its  relations with the State power               
and government bodies, and with other natural and legal persons.                
     2. The liquidator of the Company shall:                                    
     1) make  a stock-taking  of material and financial valuables               
and draw up the act of receiving same, make up the accounts as of               
the beginning  of the liquidation period (the liquidation balance               
sheet);                                                                         
     2) complete the discharge of the obligations under contracts               
concluded previously  and draw  up  new  contracts  within  their               
powers;                                                                         
                                                                                
     3) terminate contracts with the creditors and debtors of the               
Company;                                                                        
     4) distribute  the remaining  assets of  the Company  to and               
among the shareholders;                                                         
     5) draw up the Company liquidation act; and                                
     6) have  the liquidated  Company struck  off the Register in               
accordance with  the procedure  established by  the  Law  on  the               
Register of Enterprises.                                                        
     3. If  the liquidation  of the  Company  lasts  for  several               
years, within  3 months  of the  end of  each business  year  the               
liquidator shall  make up the annual accounts and the liquidation               
report. These  documents shall  be open  for review  to  all  the               
shareholders and the third persons with vested interests.                       
     4. The  liquidator shall  be liable  to the  Company and the               
third persons for the losses incurred through his fault.                        
     5. Shareholders  who hold shares the total par value whereof               
amounts to at least 1/10 of the authorised capital shall have the               
right to appeal to court to change the liquidator.                              
                                                                                
                            Chapter 3                                           
                                                                                
                     Rights and Obligations                                     
                  of Companies and Shareholders                                 
                                                                                
     Article 13. Company's Rights and Obligations                               
                                                                                
     1. Every  Company must  have a  name which  must include the               
words ÷Public  Company" (in  Lithuanian -  akcine bendrove or the               
acronym - AB) or ÷Private Company" (in Lithuanian - uzdara akcine               
bendrove or the acronym - UAB). The name of an investment Company               
must include  the words  ÷Investment Company"  (in  Lithuanian  -               
investicine akcine  bendrove or the acronym - IAB). The name of a               
Company must  be in  compliance with  the regulations of names of               
enterprises,  institutions  and  organisations  approved  by  the               
Government. Disputes  over the name of a Company shall be settled               
in court.                                                                       
     2. A Company may:                                                          
     1) have  accounts in  banking institutions registered in the               
Republic of Lithuania and other states, its own seal which may be               
altered and used at the Company's discretion;                                   
     2) buy  or acquire  in other ways assets, or sell, lease, or               
mortgage its assets or dispose thereof in any other way;                        
     3) buy  or acquire  in any  other way  and hold by ownership               
right, as  well as  issue, transfer,  exchange, or use in any way               
investment and  credit securities.  If the  acquisition of shares               
and the  exercise  of  the  rights  incidental  to  them  reduces               
competition among  Companies (enterprises)  or competition in the               
appropriate field of business activities, the number of shares of               
the other Company which is acquired and held may be restricted in               
accordance  with   the  procedure   established  by  the  Law  on               
Competition of the Republic of Lithuania;                                       
     4)  engage   in  business  activities  in  the  Republic  of               
Lithuania and beyond its boundaries;                                            
     5) allocate  funds for the purposes of charity, health care,               
culture, science,  education, physical  education and  sport,  as               
well as  for relief  in cases  of  natural  calamities  or  other               
emergencies;                                                                    
     6) conclude  contracts, assume  obligations,  lend  sums  of               
ownership capital  and borrow money at the interest rate fixed by               
an agreement;                                                                   
     7) charge  prices,  rates  and  tariffs  for  its  products,               
services or other resources, with the exception of cases provided               
for in the laws of the Republic of Lithuania;                                   
     8) prepare  and implement  the systems of payment of pension               
supplements and  benefits, as  well as  systems of incentives and               
privileges;                                                                     
     9) reorganise  itself, be an incorporator and shareholder of               
another Company; and                                                            
     10) form associations, concerns or consortiums provided that               
this is in compliance with the Law on Competition.                              
     Companies may  also have  other civil rights and obligations               
which are  not established in this Law, provided that said rights               
and obligations  are in  compliance with the laws of the Republic               
of Lithuania.                                                                   
     3. If  the Company  acquires controlling interest in another               
Company,  the   latter  shall   become  a   controlled   Company.               
Controlling interest  shall consist  of shares  which give  their               
holder more  than 50%  of  votes  at  the  general  meeting.  The               
controlled Company  shall be  a subsidiary,  and the  controlling               
Company shall  be the  holding  Company.  A  subsidiary  may  not               
acquire shares in the holding Company.                                          
                                                                                
     Article 14. Rights and Obligations of Shareholders                         
                                                                                
     1. The  property and  non-property rights  as  well  as  the               
obligations of  the shareholders shall be established by this Law               
and other  laws of the Republic of Lithuania and by the Company's               
Articles of Association.                                                        
     2. The  shareholders shall  have no other liabilities to the               
Company but the obligation to pay, in the established manner, the               
issue price  of all  the shares subscribed for. The resolution of               
the general  meeting obliging  all or some of the shareholders to               
make additional contributions shall be invalid if at least one of               
them does not agree with the resolution.                                        
     3. If  a Company  is being  liquidated and  lacks  funds  to               
discharge its  liabilities, shareholders  whose shares  have  not               
been fully paid up may be requested to pay up for their shares in               
the manner  established by  the Articles of Association or by the               
subscription agreement.                                                         
     4. A  share shall  not be divisible into smaller parts. If a               
share is  held by  several persons,  all  its  holders  shall  be               
considered to  be a single shareholder. The rights carried by the               
share shall  be exercised  by one  of the  holders by  a  general               
agreement certified by a notary. All the holders of a share shall               
be jointly liable for the shareholders' obligations.                            
                                                                                
     Article 15. Property Rights of Shareholders                                
                                                                                
     1. A shareholder shall have the following property rights:                 
     1) to  receive a  certain portion  of the  Company's  profit               
(dividend);                                                                     
     2) to  receive  a  portion  of  assets  of  the  Company  in               
liquidation;                                                                    
     3) to  receive shares  without  payment  if  the  authorised               
capital is increased with the funds of the Company;                             
     4) to  have a  priority in  acquiring  newly  issued  shares               
unless the Company's Articles of Association provide otherwise;                 
     5) to  bequeath all  or part  of shares  to one  or  several               
persons;                                                                        
     6) to  sell or  transfer in  any other  way all  or part  of               
shares to the ownership of other persons; and                                   
     7) to  have  other  property  rights  provided  for  in  the               
Company's Articles of Association.                                              
     2. Shareholders  shall have  the right  to  request  of  the               
Company  the  repayment  of  their  contributions  in  the  cases               
provided for  in Pars. 7 and 8 of Article 6, Par. 3 of Article 8,               
Par. 3 of Article 40 and Par. 4 of Article 42 of this Law.                      
                                                                                
     Article 16. Non-property Rights of the Shareholders                        
                                                                                
     1.  Shareholders   shall  have  the  following  non-property               
rights:                                                                         
     1) to attend the meetings of shareholders as voting members,               
unless this Law or the Articles of Association provide otherwise;               
     2) to  receive information on the business activities of the               
Company;                                                                        
     3) to  appeal in  court the resolutions of a general meeting               
or the Board; and                                                               
     4) other non-property rights provided for in the Articles of               
Association.                                                                    
     2. If  all the  voting shares of the Company are of the same               
par value,  each share  shall carry  one vote  at the meetings of               
shareholders.                                                                   
     3. The  Articles of  Association of  the Company may provide               
for a  rule according  to which some types of shares do not carry               
the right to vote.                                                              
     4. A  shareholder shall  have no  right to  take part in the               
voting at  the general  meeting on  issues specified in Par. 7 of               
Article 3 or in item 9 of Par. 3 of Article 19, in the settlement               
whereof the shareholder is directly interested.                                 
     5. If  the voting  shares are  of different  par value,  one               
share of  the smallest  par value shall give its holder one vote.               
The number of votes given by other shares shall be equal to their               
par value  divided by  the smallest  par value.  The Articles  of               
Association of  the Company  may prescribe for other rules on the               
establishment of  the number  of votes,  but the  number of votes               
given by a share must be proportionate to its par value, with the               
exception of cases specified in Par. 3 hereof.                                  
     6. Only  shares with  1/4 of  the issue  price paid up shall               
give their  holders voting  rights at  the general  meeting  held               
prior to  the expiry of the term set for the payment of the first               
issue of  shares as  specified  in  the  subscription  agreement;               
thereafter voting  rights shall  be carried only by fully paid up               
shares.                                                                         
     7. At  the request of a shareholder the Company must present               
to him  for inspection  or copying  the annual  and  intermediate               
accounts, the  reports of  the Board  on the  activities  of  the               
Company, the  minutes of  the meetings,  and the  share register.               
Other  documents  of  the  Company  must  be  presented  for  the               
shareholder's inspection if they do not contain official secrets,               
the divulgence  whereof would  cause the Company material losses.               
Denial of  information for  any other reason shall be prohibited.               
At  the   shareholder's  request,  the  refusal  to  present  the               
requested papers  for inspection  must be  presented in  writing.               
Disputes over  the shareholder's  right to  information shall  be               
settled in court.                                                               
     8. Shareholders  the  total  par  value  of  whose  holdings               
amounts no  less than  1/10 of  the authorised capital shall have               
the right  to appoint  an expert  (a group of experts) to inspect               
the Company's  activities and  accounting papers.  The inspection               
expenses shall  be covered  by the shareholders who appointed the               
experts. If  the expert  (the group  of experts)  proves that the               
facts stated  in the  shareholders'  application  are  true,  the               
Company must refund the inspection expenses.                                    
                                                                                
     Article 17. Proxies                                                        
                                                                                
     1. A  shareholder shall  have the right to authorise another               
person to  vote for  him as  his proxy  at the general meeting or               
perform other  legal acts.  The authorisation of the shareholder-               
natural person  must  be  certified  by  a  notary,  whereas  the               
authorisation of the shareholder-legal person or of an enterprise               
must be  certified by  the manager's  signature and  a seal.  The               
auditor of  the Company the shares whereof are held by the person               
who is appointing a proxy may not act as proxy.                                 
     2. The  proxy to represent a shareholder at the meeting must               
be  presented   to  the   person  who   is  responsible  for  the               
registration of the participants in the meeting; the person shall               
record in  the list  of registration  the name  of the person who               
certified the proxy and the date when it was certified as well as               
its number and term of validity.                                                
                                                                                
                            Chapter 4                                           
                                                                                
                    Management of the Company                                   
                                                                                
     Article 18. Managing Bodies                                                
                                                                                
     1. The  managing bodies  of  a  Company  shall  include  the               
general meeting,  the  Supervisory  Board,  the  Board,  and  the               
Administration.                                                                 
     2. On the resolution of the general meeting a public Company               
may form  either the Supervisory Board or the Board. In the event               
that only the Board is formed, it shall be formed pursuant to the               
procedure established  for the formation of the Supervisory Board               
in Article 24 of this Law.                                                      
     3. On  the resolution  of the  general  meeting,  a  private               
Company may  refrain from forming either the Supervisory Board or               
the Board.  In the event that neither of these managing bodies is               
formed, the functions of the Board shall be delegated to the head               
of the Administration and the general meeting. If the Supervisory               
Board  and   the  Board   are  not   formed,  the   head  of  the               
Administration of  a private  Company shall  be  elected  by  the               
general meeting.                                                                
     4. If  any of  the Company's  managing bodies is not formed,               
the division of functions among the other managing bodies must be               
specified in the Company's Articles of Association.                             
                                                                                
     Article 19. General meeting                                                
                                                                                
     1. The  supreme managing  body of  a Company  shall  be  the               
general meeting. All the shareholders of the Company irrespective               
of the  number and class of shares they hold shall have the right               
to attend the Company's general meeting. Members of the Board and               
the Supervisory  Board as well as the head of the Administration,               
even if  they are  not shareholders,  may also attend the general               
meeting without the right to vote.                                              
     2. The  shareholders of  a public  Company whose  securities               
accounts are  operated  by  stockbroking  firms  may  attend  the               
general  meetings   presenting  abstracts   of  their  securities               
accounts concerning shares held by them.                                        
     3. Only the general meeting shall have the right to:                       
     1) amend  and supplement  the Articles of Association of the               
Company;                                                                        
     2) elect  the auditor,  members of the Supervisory Board, in               
the event  that the  Supervisory Board is not formed - members of               
the Board,  and if neither the Supervisory Board nor the Board is               
formed - elect the head of the Administration;                                  
     3) remove  from office  members of the Supervisory Board and               
the Board,  the auditor,  and the  head of the Administration who               
have been elected by the general meeting;                                       
     4) fix  the salary  of the auditor, the annual payments from               
the profit to the members of the Board and the Supervisory Board;               
     5) approve  the annual  accounts, adopt  a resolution on the               
distribution of profit;                                                         
     6) increase  or  reduce  the  authorised  capital,  exchange               
shares of one class for shares of another;                                      
     7) liquidate or reorganise the Company;                                    
     8) appoint an expert (a group of experts) for the inspection               
of the  incorporation  of  the  Company  and  management  of  its               
affairs;                                                                        
     9)  approve   the  valuation   of  non-pecuniary  (property)               
contributions; and                                                              
                                                                                
     10) at the request of the Board, consider issues assigned to               
the Board, which pertain to the activity of the Company.                        
     4. The shareholders (or their proxies) attending the general               
meeting shall  be registered by signing in the registration list.               
The registration list must indicate the number of votes possessed               
by each shareholder. The list shall be signed by the chairman and               
secretary of the meeting.                                                       
     5. The minutes of the general meeting shall be signed by the               
chairman, secretary and at least one shareholder authorised to do               
so by  the meeting.  The list  of the participants in the general               
meeting and ballot-papers of shareholders who voted in advance in               
writing shall be appended to the minutes.                                       
                                                                                
     Article 20. Quorum of the General Meeting and Adoption                     
               of Resolutions                                                   
                                                                                
     1.  The   general  meeting  may  adopt  resolutions  if  the               
attending shareholders  have more than 1/2 of the total number of               
votes. If  the meeting  does not  have a quorum, a repeat meeting               
must be called within 15 days which shall have the right to adopt               
resolutions on  all the  items of  the agenda irrespective of the               
number of  shareholders present.  If the  consent of shareholders               
holding shares  of a  certain class is necessary for the adoption               
of a  resolution, the  decision on  the consent may be adopted by               
the meeting of the shareholders of the respective class, provided               
that the meeting is attended by shareholders who hold more than a               
half of  the shares  of said  class. The  procedure for calling a               
general meeting shall be valid for convening the repeat meeting.                
     2. Upon  familiarising themselves  with the  agenda and  the               
draft resolution,  shareholders who  are entitled  to vote at the               
general meeting  may inform  the meeting in writing of their vote               
÷for"   or    ÷against"   individual   resolutions   only.   Such               
communications shall be included in the quorum of the meeting and               
added to the voting results only provided that the issue has been               
put to the written vote.                                                        
     3. Voting  at the  general meeting  shall  be  open.  Secret               
voting shall  be mandatory  on the  issues on  which at least one               
shareholder requests  a secret vote to be taken, provided that he               
is supported by at least 2 shareholders.                                        
     4. The  resolutions of  the meeting  shall be  adopted by  a               
simple majority  vote of  those present,  with the  exception  of               
cases  provided  for  in  this  Law  which  require  a  qualified               
majority: resolutions  on issues  specified in Par. 10 of Article               
10, items  1, 6,  7 of Par. 3 of Article 19, and item 6 of Par. 1               
of Article 48 of this Law require an at least 2/3 majority vote.                
                                                                                
     Article 21. Calling a General Meeting                                      
                                                                                
     1. A  general meeting  shall be  organised by the Board. The               
right of  initiative to  call a  meeting shall  be vested  in the               
Supervisory Board,  the Board, and the shareholders the par value               
of whose  shares is  no less than 1/10 of the authorised capital,               
unless the  Articles of Association provide for a smaller portion               
of the authorised capital.                                                      
     2. The  Board must  call a  regular annual  general  meeting               
within 3 months of the end of the business year.                                
     3. An extraordinary meeting must be called if:                             
     1) the  net assets  of the Company diminish up to 1/2 of the               
authorised capital;                                                             
     2)  provisions  are  made  for  the  reorganisation  of  the               
Company;                                                                        
     3) the Company is announced or announces itself to be not in               
the position to satisfy its financial liabilities; or                           
     4) it  is requested  by the  shareholders with  the right of               
initiative or the Supervisory Board.                                            
                                                                                
     The Articles  of Association  may  also  provide  for  other               
reasons for convening the extraordinary 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. If the Board               
fails to  come to  an agreement  with the  persons initiating the               
meeting on  settling otherwise the issues proposed on the agenda,               
it must  announce about the calling of the general meeting within               
10 days of the submission of the application                                    
     5. A general meeting may be called on a court decision if:                 
     1) a  meeting has not been called within 3 months of the end               
of the  business year and a shareholder has brought the matter to               
court;                                                                          
     2) the persons who initiated the meeting refer the matter to               
court after  failing to  get a favourable decision from the Board               
in accordance  with the  procedure established  by Par. 4 hereof;               
and                                                                             
     3) the  creditors of  the Company  have appealed to court on               
the grounds  of failure  to call an extraordinary general meeting               
in the cases specified in items 1 and 3 of Par. 3 hereof.                       
     6. The Board must notify about the general meeting according               
to the  procedure established  by the  Articles of Association no               
later than  30 days  prior to the day of the meeting. If a repeat               
meeting is  called, the  shareholders must be informed thereof no               
later than  10 days  before the meeting. A general meeting may be               
called without observing the above requirements provided that all               
the shareholders  entitled to  vote or  their proxies  give their               
consent thereto.                                                                
     7. The notice about the general meeting must state:                        
     1) the name of the Company and the address of its registered               
office;                                                                         
     2) the place and the date of the meeting; and                              
     3) the draft agenda.                                                       
     8. The  shareholders must  have a  possibility for reviewing               
the documents  related to the agenda of the meeting no later than               
7 days before the meeting .                                                     
                                                                                
     Article 22. Agenda of the General Meeting                                  
                                                                                
     1. The  draft agenda  of the general meeting may be revised.               
In the  event that  the agenda  of the meeting referred to in the               
notice on the calling of the meeting is revised, the shareholders               
must be  informed of the changes in the agenda in the same manner               
in which notice of the general meeting is given and no later than               
10 days prior to the meeting.                                                   
     2. The  meeting shall  have no right to adopt resolutions on               
issues which  are not  on the  agenda if not all shareholders who               
have the voting right attend the meeting.                                       
     3. Shareholders  the par  value of  whose shares  is no less               
than 1/20 of the authorised capital, shall be entitled to request               
the inclusion of additional items of business in the agenda. This               
group of  shareholders shall  also have  the  right  to  nominate               
candidates  for  the  Supervisory  Board  or  the  Board,  and  a               
candidate for the auditor's post. The Articles of Association may               
provide for  a smaller  par value  of the  shares which gives the               
shareholders this right.                                                        
     4. Only  the agenda  of a meeting which failed to take place               
shall be valid at the repeat meeting.                                           
                                                                                
     Article 23. Invalidity of the Resolutions of a General                     
               Meeting                                                          
                                                                                
     1. On  the declaration  of the  shareholders, the members of               
the  Board,   the  Supervisory   Board,  and   the  head  of  the               
                                                                                
Administration, the  resolutions of  a  general  meeting  may  be               
declared invalid by court if:                                                   
     1) the issue on which the resolution is adopted has not been               
included in  the agenda  of the  meeting in  accordance with  the               
procedure established by law;                                                   
     2) the  resolution adopted  by  the  meeting  has  not  been               
registered in  the Register  of Enterprises  of the  Republic  of               
Lithuania in the cases and within the period prescribed by laws;                
     3) the  procedure of  calling  a  meeting  or  adopting  the               
agenda, prescribed  by Articles  21 and  22 of this Law, has been               
violated; and                                                                   
     4) the  resolution is not in compliance with the Articles of               
Association of  the Company,  this Law,  or  other  laws  of  the               
Republic of Lithuania.                                                          
     2. A  resolution of  the general  meeting may be appealed in               
court no  later than  within 30  days of  the day when the person               
learned or should have learned about its adoption.                              
                                                                                
     Article 24. Formation of the Supervisory Board                             
                                                                                
     1. The  number of  members of the Supervisory Board shall be               
prescribed by  the Articles  of Association  of  a  Company;  the               
number must be no less than 3 and no more than 15.                              
     2. The  Supervisory Board  shall be  elected by  the general               
meeting. During  the  election  of  the  Supervisory  Board  each               
shareholder shall  have the number of votes which is equal to the               
number of  votes carried by the shares held by him as established               
pursuant to  Article 16  of this  Law multiplied by the number of               
members  of   the  Supervisory   Board.  The   shareholder  shall               
distribute the  votes at  his discretion,  giving them for one or               
several candidates. Candidates who receive the greatest number of               
votes shall be elected.                                                         
     3. The  Supervisory Board  shall be elected for the term not               
exceeding 4  years. A  member of  the Supervisory  Board  may  be               
released from  his duties  or  re-elected  for  another  term  of               
office. The  term  of  office  of  the  Supervisory  Board  shall               
commence with the closing of the meeting at which it was elected.               
     4. Only legally capable natural persons may serve as members               
of the  Supervisory Board.  Each candidate  for  the  Supervisory               
Board must  inform the shareholders where he is employed and what               
post he holds. A person who is a member of the Board, the head of               
the Administration  of the  Company, or a person who, pursuant to               
the laws  of the  Republic of  Lithuania, has no right to perform               
these duties may not be a member of the Supervisory Board.                      
     5. The  general meeting  shall have the right to remove from               
office the  entire Supervisory Board in corpore or its individual               
members. If,  during  the  removal  from  office,  at  least  one               
shareholder votes  against the removal of individual members, the               
entire Supervisory Board must be re-elected.                                    
     6. The Supervisory Board shall have the right to appoint its               
own member  to serve  on the  Board for  a term  not exceeding  6               
months. If  the same member of the Supervisory Board is appointed               
to temporarily  serve on  the Board,  the overall duration of his               
service on  the Board  may not  exceed 12  months in 4 successive               
years. While  serving on  the Board,  a member of the Supervisory               
Board may  not perform  the duties of a member of the Supervisory               
Board.                                                                          
     7. The  Supervisory Board shall have no right to delegate or               
transfer its functions to other persons or the managing bodies of               
the Company.                                                                    
     8. A  member of  the Supervisory  Board may  resign from his               
office prior  to the  expiry of  his term  upon giving  a written               
notice thereof to the Supervisory Board at least 14 calendar days               
in advance.                                                                     
                                                                                
                                                                                
     9.  The  general  meeting  may  remunerate  (make  quarterly               
payments to) members of the Supervisory Board for their work only               
out of the profit of the Company.                                               
                                                                                
     Article 25. Powers of the Supervisory Board                                
                                                                                
     1. The Supervisory Board shall:                                            
     1) appoint or remove form office members of the Board;                     
     2)  at  the  request  of  the  Board  decide  on  the  issue               
concerning the  termination of  the employment  contract  with  a               
member of the Supervisory Board employed in the Company;                        
     3) analyse  the  work  of  the  Board,  the  utilisation  of               
financial  resources,   the  organisation   of   production   and               
management, the  profitability of capital, remuneration for work,               
the correctness  of depreciation  deductions,  the  prospects  of               
financial position;                                                             
     4)check the accounting and other papers of the Company;                    
     5) make proposals and comments to the general meeting on the               
annual  accounts   of  the  Company,  the  draft  of  the  profit               
distribution, and the report of the Board to the general meeting;               
     6) represent  the Company in court proceedings when disputes               
between the  Company and  its Board, or a member of the Board, or               
the head of the Administration or the Company agent are examined;               
     7) submit  proposals to  the Board to revoke the resolutions               
adopted by  it if they are not in compliance with the laws of the               
Republic of  Lithuania or  the Articles  of  Association  of  the               
Company; and                                                                    
     8) consider  other issues  provided for  in the  Articles of               
Association of  the Company  or in the resolutions adopted by the               
general meeting.                                                                
     2. The  Supervisory Board shall have the right to appoint an               
expert (or  group of  experts)  or  ask  a  government  financial               
institution to  check and  assess the  Company's accounting.  The               
general meeting  of the  Company may specify a sum of money which               
may be paid to experts in remuneration for their work.                          
     3.  At   the  request   of   the   Supervisory   Board   the               
Administration  of   the  Company  and  the  Board  must  present               
documents concerning  the activities  of the  Company and  create               
conditions for  inspecting the  Company's assets.  Members of the               
Supervisory  Board  must  preserve  the  confidentiality  of  the               
Company's secrets divulged to them in the course of their duties.               
     4. Members of the Supervisory Board shall have equal rights.               
During voting  each member shall have one vote. In the event of a               
tie vote the chairman's vote shall be decisive.                                 
     5. If  a member of the Supervisory Board is unable to attend               
a meeting,  he may  take a  written vote  ÷for" or  ÷against" the               
resolution  which   is  being  voted  on  provided  that  he  has               
familiarised himself with the draft resolution.                                 
     6. If  the meeting  of the  Supervisory Board is attended by               
more than  half of its members, the meeting may adopt resolutions               
by a simple majority vote of those present, with the exception of               
resolutions on removing from office members of the Board. In this               
case resolutions shall be adopted by a 2/3 vote of those present.               
     7. The  Supervisory Board must meet at least once quarterly.               
Its regular  meetings shall  be called  following the schedule by               
the chairman  of the Supervisory Board or, in his absence, by the               
vice chairman.  They shall  call extraordinary  meetings  at  the               
request of  no less  than 1/3  of the  members of the Supervisory               
Board. The procedure for calling meetings shall be established in               
the work regulations of the Supervisory Board.                                  
     8. Members  of the  Supervisory Board shall be liable in the               
manner established  by  law  for  concealing  violations  of  the               
Company's business  activities, inadequate  control  of  business               
activities, if  that provided  conditions for  the Board  or  the               
Administration to  evade laws of the Republic of Lithuania or the               
Articles of Association of the Company.                                         
                                                                                
     Article 26. Formation of the Board                                         
                                                                                
     1. The  number of  the Board  members, which may not be less               
than 3,  shall be  established by  the Articles of Association of               
the  Company.   The  Board  shall  be  a  collegiate  body  whose               
activities are directed by its chairman.                                        
     2. Only  legally capable natural persons may be appointed or               
elected as  members of  the Board.  Each candidate  for the Board               
members must  notify  the  Supervisory  Board  of  his  place  of               
employment and duties. The following persons may not be appointed               
or elected as members of the Board:                                             
     1) members  of the  Supervisory Board of the same Company or               
its holding Company registered in the Republic of Lithuania, with               
the exception of the case provided for in Par. 5 of Article 24 of               
this Law; and                                                                   
     2)  a  person  who,  under  the  laws  of  the  Republic  of               
lithuania, may not serve in the office.                                         
     The Articles  of Association  of  a  Company  may  prescribe               
additional requirements to a member of the Board.                               
     3. The  Board and  its chairman  shall be  appointed by  the               
Supervisory Board  for a  term not  exceeding  4  years;  in  its               
absence, said  officers shall  be elected by the general meeting.               
There is  no limitation on the number of terms of office a member               
of the Board may serve.                                                         
     4. By  notifying the  Board in  writing at least 14 calendar               
days in  advance, a  member of the Board may resign from his post               
before the expiry of his term of office.                                        
     5.  The   general  meeting  may  remunerate  (pay  quarterly               
payments to)  members of  the Board  for their  work on the Board               
only out  of the  profit of the Company. The members of the Board               
shall receive  a salary  if they  have entered into an employment               
contract with the Company.                                                      
                                                                                
     Article 27. Powers and Liabilities of the Board                            
                                                                                
     1. The  procedure of  work of the Board shall be established               
in the  work regulations  adopted by  the Board.  The  Board  may               
represent the  Company in  court, arbitration  bodies  and  other               
institutions. The  powers of  the Board  and its members shall be               
established by the Articles of Association of the Company.                      
     2. The Board shall consider and approve:                                   
     1) the structure of the Company and the titles and duties of               
the Company's officers;                                                         
     2) posts  in which  persons are  employed  only  by  holding               
competitions as well as candidates for said posts;                              
     3)  the   candidates  for   the  post   of   the   head   of               
Administration, his  deputies (directors)  and  their  respective               
salaries; and                                                                   
     4)  the   office   regulations   for   the   head   of   the               
Administration, deputy  heads (directors),  regulations  for  the               
subdivisions  of   the  enterprise,   work  regulations  for  the               
Administration.                                                                 
     3.  The   Board  shall  analyse  and  approve  the  material               
submitted by the Administration and the auditor on:                             
     1) the  strategy of  production, technical, research, design               
and experimental work as well as other business activities;                     
     2) the organisation of management and production;                          
     3) the  sources of  accumulation of  financial resources and               
ways of their use;                                                              
     4) contracts to which the Company is a party; and                          
     5) quarterly  and annual results of business activities, the               
Company's draft accounts, income and expenditure estimates, draft               
of the  distribution  of  profit,  stock-taking  data  and  other               
records of valuables; and                                                       
     6) results of audits.                                                      
     4. The  Board must  timely hold  general meetings,  draw  up               
their agenda,  present to  the shareholders  the Company's annual               
accounts, the  draft of the distribution of profit, report on the               
activities of  the Company  and other  required  information  for               
considering the items on the agenda.                                            
     5.  The   Board  must  invite  the  head  of  the  Company's               
Administration  to   every  meeting   and  to  provide  him  with               
possibilities  to   familiarise  himself   with  the  information               
concerning the items on the agenda.                                             
     6. The  Board  shall  be  prohibited  from  restricting  the               
auditor's powers  or from  interfering with his work in any other               
way.                                                                            
     7. A resolution of the general meeting shall be required for               
the decisions  of the  Board concerning  the sale,  transfer,  or               
lease of a portion of the Company's long-term assets amounting to               
more than 1/10 of value of the Company's authorised capital.                    
     8. The  chairman and  members  of  the  Board  must  jointly               
compensate for  the losses  incurred by  the Company by reason of               
the  resolutions  of  the  Board  adopted  in  violation  of  the               
Company's Articles of Association, this Law and other laws of the               
Republic of Lithuania. Exempted from the obligation to compensate               
for the  losses shall be persons who voted against the resolution               
or did  not attend  the  meeting  at  which  the  resolution  was               
adopted, provided  that they  present a  written protest  to  the               
presiding officer  within 7  days after  they learnt  or ought to               
have learnt  about the resolution. The resignation of a member of               
the Board  or his  removal from  office shall not exempt him from               
the obligation  to compensate for the losses incurred through his               
fault. A  member of the Board may be exempted from the obligation               
to compensate  for  the  losses  inflicted  by  him  through  the               
performance of  his duties provided that he acted on the basis of               
the Company  documents and other information the accuracy whereof               
gave no  grounds for  doubt, or  if he acted within the extent of               
normal production  or business  risks.  Disputes  concerning  the               
compensation of losses shall be settled in court.                               
     9. If  the rights  of the  shareholders provided for in this               
Law and in the Company's Articles of Association were enforced by               
instituting legal  proceedings, the  members of  the Board  shall               
jointly refund  the legal expenses and compensate for the damages               
incurred by  the shareholders  because of  the disregard of their               
rights.                                                                         
     10. The  right of  initiative to call a meeting of the Board               
shall be  vested in the chairman of the Board as well as in other               
members provided that more than half of the Board members approve               
thereof. A  meeting of  the Board  shall be  valid if attended by               
more than  half of the members and the adopted decisions shall be               
valid if  voted in  favour of  by at  least  half  of  the  Board               
members. The members of the Board shall have equal voting rights.               
In the event of a tie vote, the vote of the chairman of the Board               
shall be decisive.                                                              
     11. The members of the Board must keep the Company's secrets               
confidential.                                                                   
     12. The  Board shall  perform its functions until the expiry               
of the term established by the Articles of Association or until a               
new Board is appointed or elected and commences its work.                       
                                                                                
     Article 28. The Company Auditor                                            
                                                                                
     1. A  Company must  have at  least one  auditor who shall be               
elected by  the general  meeting for  a  term  specified  in  the               
Articles of  Association but not exceeding 4 years. The auditor's               
post may  be held by a legally capable natural person, possessing               
a diploma certifying his proper professional qualifications, or a               
legal person  entitled to  provide auditing services. An employee               
of the  Company, or  a member  of the  Supervisory Board  or  the               
                                                                                
Board, or  a shareholder who holds more than 10% of shares in the               
Company may not be elected auditor.                                             
     2.  The   auditor  shall  control  the  Company's  financial               
activities. The  auditor's procedure of work shall be established               
by  the  auditor's  work  regulations  approved  by  the  general               
meeting.                                                                        
     3. The auditor must:                                                       
     1) audit  the annual accounts of the Company and other books               
and records of the Company;                                                     
     2) perform any inspections of the Company on the instruction               
of the general meeting or the Supervisory Board or the Board; and               
     3) report  to the next general meeting or the meeting of the               
Supervisory Board  all the  violations disclosed in the course of               
inspection.                                                                     
     4. The  auditor of  the holding company shall have the right               
to inspect of the subsidiary Company.                                           
     5. The  Administration and  the Board  of the  Company  must               
present the auditor with the books and records requested by him.                
     6. For  his work  the Company shall pay the auditor a salary               
in the amount fixed by the general meeting.                                     
     7. The auditor must keep the Company's secrets learnt by him               
in the course of inspection confidential.                                       
     8. The  auditor of the Company shall be liable under law for               
unsatisfactory  control   of   the   Company's   activities   and               
concealment of deficiencies in its activities.                                  
                                                                                
     Article 29. Administration                                                 
                                                                                
     1. Business activities of the Company shall be organised and               
executed  by   the  administration.   The  regulations   of   the               
Administration's work shall be approved by the Board.                           
     2. Administration  shall work in compliance with the laws of               
the  Republic   of  Lithuania,   Articles  of  Association,  work               
regulations,  regulations   of  the   divisions  and  the  staff,               
resolutions of  the Board  and  decisions  of  the  head  of  the               
Administration.                                                                 
     3. The  Company must  have head  of Administration and chief               
financier  (accountant).  Head  of  the  Administration  may  not               
concurrently occupy the post of the chief financier (accountant).               
     4. The  activities of the Administration shall be managed by               
head  of   the  Administration   (President,  General   Director,               
Director).                                                                      
     5. Head  of the  Administration shall  be appointed  by  the               
Board of  the Company.  The Board  may organise a competition for               
the selection of head of the Administration.                                    
     6. Remuneration  of head  of  the  Administration  shall  be               
established by the Board in the employment contract. Remuneration               
of head of the Administration, who is a member of the Board shall               
be established  by  the  Supervisory  Board.  Remuneration  shall               
consist of  two parts _ fixed salary and bonus paid for operation               
results of the Company.                                                         
     7. A  person who  becomes prohibited  by  the  laws  of  the               
Republic of  Lithuania from  being head of Administration may not               
be appointed  to such post. Head of the Administration may not be               
the manager  or auditor  of another  enterprise. In  the event he               
holds such  a post, he must resign from it within one month after               
the appointment.                                                                
     8. The  Board of  the Company  may terminate  the employment               
contract  with  the  head  of  Administration  according  to  the               
procedure established  by the  Law on  Employment Contract of the               
Republic of  Lithuania  and  prior  to  the  termination  of  the               
contract, it may limit his/her powers.                                          
     9. Chief financier (accountant) shall be appointed, his/ her               
remuneration shall  be fixed  and employment  contract  shall  be               
concluded by  the Board  of the  Company. Other  officers of  the               
                                                                                
Administration shall be employed and employment contract shall be               
concluded by head of the Administration.                                        
     10. Head of the Administration shall have the right to enter               
into transactions  of the Company in accordance with the Articles               
of Association,  resolutions of  the Board  and work regulations.               
Articles  of  Association  and  work  regulations  may  establish               
spheres of  activities wherein  deputy head of the Administration               
or  other   authorised  persons  shall  have  the  right  to  act               
independently and  to enter  into Company's transactions. Head of               
the Administration  shall participate  in  the  meetings  of  the               
Company without the right to vote.                                              
     11. Transactions  concluded by head of the Administration or               
his/her deputies  may be  declared null and void according to the               
procedure established  by the  Civil  Code  of  the  Republic  of               
Lithuania.                                                                      
     12. Head of the Administration and the officers thereof must               
indemnify losses  caused  to  the  Company  through  their  fault               
according to  the procedure established by the Labour Code of the               
Republic of Lithuania.                                                          
                                                                                
                            Chapter 5                                           
                                                                                
                     CAPITAL OF THE COMPANY                                     
                                                                                
     Article 30. Capital Structure                                              
                                                                                
     1. A  Company's  capital  shall  consist  of  its  ownership               
capital and  borrowed capital.  The ownership  capital  shall  be               
formed out  of the  contributions of  the shareholders,  proceeds               
from the  debentures sold  at a  premium and  the profit  of  the               
Company. Borrowed  capital shall  be formed  by  offering  issued               
debentures, taking loans and by borrowing funds in any other way.               
     2. The Company's ownership capital shall consist of:                       
     1) authorised capital;                                                     
     2) capital reserve fund;                                                   
     3) compulsory reserve fund;                                                
     4) profit reserve fund; and                                                
     5) profit.                                                                 
     3. The  Company's net  assets  may  not  be  less  than  the               
authorised capital.  The authorised  capital registered according               
to the  procedure established  by laws shall be considered as the               
amount of  the authorised  capital. If  the Company's  net assets               
become less  than the  authorised capital, the Board must rectify               
the situation  by taking  measures within  its powers  or call an               
extraordinary general  meeting to  consider the  decrease of  the               
authorised capital.                                                             
                                                                                
     Article 31. Reserve Funds                                                  
                                                                                
     1.The capital reserve fund shall be formed out of funds that               
are  not  attributed  to  profit,  derived  from  the  share  and               
debenture premium  (the proceeds  from  the  issuing  shares  and               
debentures at a price higher than their par value).                             
     2.The compulsory  reserve fund shall be formed out of annual               
profit deductions made according to the procedure provided for in               
Par.5 of Article 48 and used for the coverage of losses.                        
     3.The share  of profit  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 compulsory reserve funds               
account for less than 1/10 of the authorised capital, they can be               
used exclusively  for covering the losses of the Company and only               
in the event these losses may not be covered out of the profit or               
the profit reserve fund.                                                        
                                                                                
     Article 32. Shares                                                         
                                                                                
     1.Shares  are   the  financial   securities  of  investments               
evidencing the  participation of  their holders  in the Company's               
capital  and  entitling  them  to  property  and  non-proprietary               
rights. Shares  may be  represented  by  certificates  (documents               
printed in  compliance  with  the  requirements  established  for               
securities)  or   uncertificated  (  represented  by  records  in               
securities accounts). A private company may use certificates.                   
     2. The par value of a share must be quoted in litas (without               
indicating centas).  The issue  price of  a share may not be less               
than its par value.                                                             
     3. Shares  are classified  according to  the type of holding               
into registered  and bearer,  and  according  to  the  rights  of               
shareholders into ordinary and preference.                                      
     4. The  shares of  a private  company may be only registered               
and  they   may  be   transferred  according   to  the  procedure               
established by  the Articles  of Association.  These shares shall               
not be  registered with  the Securities  Commission. The issue of               
shares of public companies must be registered with the Securities               
Commission.                                                                     
     5. Uncertificated  shares shall be represented by records in               
securities accounts  which are  either operated  by the issuer or               
stock broking  firm in the name of shareholders. Each shareholder               
of a  public company shall have the right to choose where to keep               
securities account  _ in  the public  company the shares of which               
he/she holds or in the stock broking firm. The provisions of Par.               
2, 5  and 6  of Article  39 shall  not  apply  to  uncertificated               
shares.                                                                         
     6.  Records   in  securities  accounts  shall  evidence  the               
ownership of  uncertificated shares.  Transfer of  uncertificated               
shares  shall  be  debited  to  the  securities  account  of  the               
transferor  and   credited  to  the  securities  account  of  the               
transferee. Upon  entering into  contract concerning the transfer               
of shares,  parties to the contract must present said contract to               
their agents  who operate  their securities  accounts, which must               
state information specified in items 2-5 of Par. 8 hereof.                      
     7. The  Company or  a stock broking firm in which securities               
account of  a shareholder  is opened, must issue upon the request               
of a  shareholder statement  of account  indicating the number of               
shares and  other information  relative to the shares recorded in               
the account.                                                                    
     8. A share represented by a certificate must specify:                      
     1) the  word ÷Share  ÷ or  ÷A share  of a  private company (               
certificate)";                                                                  
     2) the code and name of the Company;                                       
     3) par value of a share;                                                   
     4) number (code);                                                          
     5) the  rate of  dividend on  preference shares  and  voting               
right;                                                                          
     6) issue date;                                                             
     7) the name of the holder of a registered share; and                       
     8) signature  of the  chairman of the Board and the chairman               
of the Supervisory Board or the facsimiles of their signatures.                 
     Information that  must be  provided in  securities  accounts               
relative  to   uncertificated  shares  shall  be  established  by               
standard acts  regulating the  securities and  their  circulation               
accounting.                                                                     
     9. Shares  are classified  according to the rights that they               
carry. The  rights carried by different classes of shares must be               
specified in the Articles of Association of a Company.                          
     10. Shares  may be  issued after  the  registration  of  the               
Company or  after the  increase of  its authorised  capital,  and               
after they have been fully paid for at an issue price.                          
     11. A  Company shall be prohibited from issuing shares which               
may be  exchanged for  debentures. Convertible  debentures (which               
may be  exchanged for  shares) may  be issued  only in  the  case               
specified in  Par. 4 of Article 43 hereof. It shall be prohibited               
to issue shares of the type other than prescribed by this Law.                  
     12.The circulation of the shares of a Company in liquidation               
shall be  allowed up  to the expiration of the term fixed for the               
settling of accounts with the shareholders.                                     
                                                                                
     Article 33. Partly Paid Shares                                             
                                                                                
     1. A  person who  has subscribed  for shares  shall have  no               
right to  transfer his  shares to  other  persons  prior  to  the               
registration of  the Company  or prior  to the  increase  of  its               
authorised capital and until the shares have been fully paid for.               
     2. Upon the registration of a Company or the increase of its               
authorised capital,  persons who  have subscribed  for shares and               
have paid  the initial  installments shall  be issued provisional               
certificates of  a  shareholder.  Provisional  certificate  of  a               
shareholder is a term investment security with all the requisites               
of registered  shares and  may not be offered to the public. This               
certificate  shall   specify  the  sum  of  money  paid  for  the               
subscribed shares and the date of the expiration of its validity.               
The Board  shall have the right to extend the term of validity of               
provisional shareholders'  certificates. Upon payment of the full               
issue price,  the provisional  shareholders certificates  must be               
replaced by  certificated shares or adequate records must be made               
in securities accounts.                                                         
     3. Records  in  the  securities  accounts  of  shareholders,               
representing partly  paid uncertificated  shares shall  state the               
amount paid  thereon, the  amount to  be paid  therefor  and  the               
expiration of  the due  date of  payment. These  statements shall               
also be  indicated in  the statement  of securities  account of a               
shareholder issued to him.                                                      
     4. Circulation of partly paid shares shall be prohibited.                  
                                                                                
     Article 34. Registered and Bearer Shares                                   
                                                                                
     1.The owner  (shareholder)  of  a  certificate  representing               
registered share  shall be  a natural  or legal person whose name               
shall be  indicated on the share and in the share register of the               
Company. The  share register must state the following information               
about the  shareholder: full name of a person or company, address               
(registered office), the number of shares held.                                 
     2. Registered  certificated shares  shall be  transferred to               
other persons  by making  a relevant  record - endorsement on the               
share (certificate).  As to  the  form  of  endorsement  and  the               
identification of  the owner of registered shares, provisions set               
forth in  Articles 12,  13 and  16 of  the Law  on the  Bills  of               
Exchange of the Republic of Lithuania shall apply.                              
     3. The  owner of  an uncertificated  registered share  is  a               
natural or  legal person in whose name the securities account has               
been opened. Registered shares of a shareholder shall be recorded               
in this account.                                                                
     4. Public  companies shall  have the right, according to the               
procedure established  by standard acts regulating the securities               
and their  circulation, to  get information  from  stock  broking               
firms about  registered shares  of that  company, recorded in the               
securities accounts  operated by  them, share  register and other               
information relative thereto.                                                   
     5. The  owner of a bearer share is a natural or legal person               
in whose  name  securities  account  has  been  opened.  In  this               
account, bearer  shares of  a shareholder  are  recorded.  Public               
companies shall  have no right to demand from stock broking firms               
to disclose  the owners  of bearer  shares and  other information               
relative thereto.                                                               
     6. Registered  shares of  a public  company may be exchanged               
for bearer  shares or  vice versa,  if  the  general  meeting  so               
                                                                                
decides by  at least  2/3 of  votes and  if it  has  amended  the               
Articles of Association accordingly.                                            
     7. The  Articles of  Association of  a private  company  may               
provide that  the holder  of its  shares may  sell  or  otherwise               
transfer his/her  shares to  the ownership of another person only               
with the  consent of  the Board. Transfer may be rejected only if               
the transfer  of a portion of shares would increase the number of               
shareholders by  more than it is established by Par. 4 of Article               
2 hereof.  The shareholder  must be notified about the consent or               
rejection within  15 days  from the  receipt of  his application.               
Public companies  shall be  prohibited from restricting the right               
of shareholders  to sell  or otherwise transfer their shares into               
the ownership  of another person provided it is done according to               
the procedure established by this Law.                                          
                                                                                
     Article 35. Ordinary and Preference Shares                                 
                                                                                
     1.Ordinary shares constitute the main portion of a Company's               
shares. The par value of the preference shares may not exceed 1/3               
of the authorised capital.                                                      
     2.The holders  of  ordinary  shares  shall  be  entitled  to               
dividend and  a portion  of assets of a Company in the event of a               
Company's liquidation  only after  the claims  of the  holders of               
preference shares  have been  satisfied. The  holders of ordinary               
shares shall  have the  right to  acquire new  shares  which  are               
issued when the authorised capital is increased out of the profit               
reserve fund.  If the  authorised capital is increased out of the               
capital reserve fund, the holders of both preference and ordinary               
shares shall have equal rights to acquire new shares.                           
     3.It  shall   be  prohibited  to  fix  in  the  Articles  of               
Association of  the Company  or in the subscription agreement the               
rate of  dividend to  which the  holders of  ordinary shares  are               
entitled.                                                                       
     4.The  property   and  non-propriatory  rights  incident  to               
preference shares,  as well  as the  procedure for  changing  the               
rights must  be established  prior to  their sale and must be set               
forth in the Articles of Association of a Company.                              
     5. If  the profit  is not  sufficient  for  the  payment  of               
dividends specified  on the preference shares, all the preference               
shares with different dividend rates shall receive dividends of a               
proportionately smaller amount.                                                 
     6.Dividends on  preference shares  may be cumulative or non-               
cumulative.  This   must  be   established  in  the  Articles  of               
Association prior to the sale of shares.                                        
     7.The  holder  of  cumulative  preference  shares  shall  be               
guaranteed the  right to  the rate  of dividend  specified on the               
shares. If  the profit  is not  sufficient for the payment of all               
dividend, the  unpaid sum  must be  transferred to  the following               
business year.                                                                  
     8. The  unpaid dividend  or part  of unpaid dividend on non-               
cumulative preference  shares  may  not  be  transferred  to  the               
following business year.                                                        
     9.Before  exchanging   (converting)  cumulative   preference               
shares for ordinary shares, the Company must settle accounts with               
the holders of preference shares or oblige itself to pay the debt               
in the following business year.                                                 
     10. The  Articles of  Association  may  establish  that  the               
preference  shareholders   have  no  voting  rights.  If  in  two               
consecutive business  years the  Company fails  to pay  the  full               
amount of dividend to the holders of cumulative preference shares               
without voting  rights, such shareholders shall acquire the right               
to vote.  The shareholders  shall retain this right until the end               
of the  business year  in which the full amount of their dividend               
has been paid to them.                                                          
                                                                                
     Article 36. Employee Shares                                                
                                                                                
     1. The  employee shares  shall be  registered shares sold on               
preferential terms  or otherwise  transferred to the employees of               
the Company.  Such shares  may be  issued only  after all  shares               
subscribed for  at the  moment of  incorporation have  been fully               
paid for.                                                                       
     2. The  sphere of  circulation of  employee  shares  may  be               
restricted by the Articles of Association of the Company, but the               
restriction may  not cover a period longer than three years after               
the day  of the issue of shares. It must also be established that               
the holder  of an  employee share has no right to transfer in any               
way the shares to another person who has no right to acquire such               
shares. Upon  the expiration of the term of this restriction, the               
share shall lose the status of an employee share.                               
     3. The issue price of an employee share may be below its par               
value, if  the difference  is covered  out of the deductions made               
from the  employee's wages,  which at his request are accumulated               
in a  special fund.  It shall be prohibited to compel an employee               
to buy the Company's shares and to make deductions from his wages               
for the payment for shares for which he has not subscribed.                     
     4. The  heirs of a deceased employee shall have the right to               
retain his  employee share or demand that the Company redeem this               
share at  a fair  price (rate)  or exchange  it for  non-employee               
share.                                                                          
                                                                                
     Article 37. Shares of Agricultural Producers                               
                                                                                
     1. Shares  of agricultural  producers shall  be  the  shares               
acquired by  agricultural producers  who are the suppliers of raw               
materials or  the  consumers  of  services,  as  well  as  shares               
acquired by  the cooperatives established by them, in enterprises               
providing  services  to  agriculture  and  in  plants  processing               
agricultural produce. These shares shall be certificated ordinary               
registered shares.                                                              
     2. The  sphere of  circulation  of  agricultural  producers'               
shares  shall   be  restricted   indefinitely.  The   status   of               
agricultural producers' shares may not be changed.                              
                                                                                
     Article 38. Debentures                                                     
                                                                                
     1. A debenture of a public company is a term credit security               
giving its holder the right to receive annual interest as well as               
other rights  specified on  the debenture or in the resolution to               
issue debentures.  On maturity,  debenture shall  give its holder               
the right to receive the sum of money from a public company equal               
to the  par value  of a  debenture. Annual  interest shall not be               
paid to the holder of a debenture provided that this is stated on               
the debenture  (in the  resolution to  issue debentures)  and its               
issue  price   is  below   the  par   value.  Debentures  may  be               
uncertificated, in  which  case  they  shall  be  represented  by               
records in  the securities  accounts of their holders. Accounting               
of  debentures   and  their  circulation  shall  be  carried  out               
according to  the provisions  set forth  in Par.5-8 of Article 32               
and Par.2 and 4 of Article 34 hereof.                                           
     2. Public  companies the  authorised capital of which is not               
fully paid up shall be prohibited from issuing debentures, except               
in the  case when  they are  offered exclusively to the employees               
and shareholders  of these companies. The par value of debentures               
issued  by  a  public  company  may  not  exceed  fully  paid  up               
authorised capital  and when  there are  guarantees of  the third               
party _  may not  exceed the  sum of the fully paid up authorised               
capital and the amount of the guarantees.                                       
     3.The resolution  to issue  debentures may  be adopted  by a               
general meeting  by a  simple majority  vote, or  by the Board if               
this is provided by the Articles of Association.                                
                                                                                
     4. A  public company  must redeem its debentures by the date               
specified in the Articles of Association. Debenture holders shall               
have equal rights with the other creditors of a public company.                 
     5.  Private  companies  shall  be  prohibited  from  issuing               
debentures.                                                                     
                                                                                
     Article 39. Invalidity of Securities Issued by a                           
               Company                                                          
                                                                                
     1. Shares  and provisional  shareholders' certificates shall               
be invalid if:                                                                  
     1) they do not bear requisites specified in Par.8 of Article               
32;                                                                             
     2) they were issued prior to the registration of the Company               
or the increase of its authorised capital;                                      
     3)  they   were  issued  by  public  companies  without  the               
registration of issue of shares with the Securities Commission or               
their registration has been revoked; and                                        
     4) shares  were issued  prior to  the payment of their issue               
price.                                                                          
     2. If  a Company has changed its name, exchanged one type of               
shares for the other type of shares, reduced the par value of its               
shares or  the rights of preference shareholders, it must, within               
4 months,  exchange the  shares held  by the shareholders and the               
provisional shareholders'  certificates or make adequate notes on               
them. If  within 3  months after  public announcement  or written               
notice  the   shareholders  fail   to  present  their  shares  or               
provisional  shareholders'  certificates  to  the  Board  of  the               
Company,  provisional  shareholders'  certificates  shall  become               
invalid and the shares shall be deposited.                                      
     3. Invalidity  of shares  must be  publicly announced by the               
Company.                                                                        
     4. The invalidity of shares shall not cause the reduction of               
the authorised  capital of  the Company, unless a general meeting               
decides otherwise.                                                              
     5.If the  security issued  by a  Company is  damaged and not               
suitable for  circulation but  is identifiable,  at the  holder's               
request the  Company must  replace it.  Expenses incurred thereby               
must be covered by the holders of such securities.                              
     6. Lost  or destroyed  securities shall  be replaced  by the               
Company according to the procedure established by the laws of the               
Republic of Lithuania.                                                          
                                                                                
     Article 40. Subscription for Shares                                        
                                                                                
     1.Subscription  for  shares  is  an  agreement  between  the               
Company and  a natural  or legal  person by which one party binds               
itself to  allot a  certain number  of new  shares and  the other               
party binds  itself to  pay the  full issue  price of  the shares               
subscribed for.                                                                 
     2. The subscription agreement of a Company must state:                     
     1) the name of the Company;                                                
     2)  the   amount  of   authorised  capital   of  the  newly-               
incorporated Company or the increase of the authorised capital;                 
     3)  the  date  of  the  general  meeting  during  which  the               
resolution to increase the authorised capital has been passed;                  
     4) the  date and  registration number of the share issue and               
of the Company's Articles of Association;                                       
     5) the  par value  and the  issue price  of the  shares, the               
number of shares of each class issued and the rights they carry;                
     6) the subscription dates;                                                 
     7) procedure for the payment for shares;                                   
     8) the procedure for the allotment of shares in the event of               
over-subscription;                                                              
     9) the  full name  of a  subscriber (the  name  of  a  legal               
person) and his/her address (registered office) ; and                           
     10) the  number of  shares subscribed for according to their               
classes.                                                                        
     The incorporator and upon the registration of a Company, the               
Board shall  be responsible  for the  drawing  up  of  the  draft               
subscription agreement,  announcement and  the correctness of the               
information.  If  the  subscriber  has  indicated  fraudulent  or               
incomplete information  specified in  Par. 9  and 10  hereof, the               
public  company   may  unilaterally  terminate  the  subscription               
agreement and return the contributions.                                         
     3. Upon the request of the subscriber, the Company (when the               
Company is  being incorporated  _ its incorporators) must, within               
15 days  from  the  written  request,  return  his  contributions               
without any deductions if:                                                      
     1) the Company was being incorporated not in compliance with               
the laws of the Republic of Lithuania;                                          
     2) the authorised capital has been increased in violation of               
this Law; and                                                                   
     3) fraudulent or incomplete information specified in items 1               
- 8  of Par.  2  of  this  Article  has  been  presented  in  the               
subscription agreement.                                                         
     4. The  subscriber may not relinquish his liabilities to the               
Company and  the Company  may not declare a person's subscription               
invalid after  the Company  has been registered or its authorised               
capital has been increased.                                                     
     5. The shareholder's priority right to acquire the Company's               
newly-issued shares shall give him a possibility to subscribe for               
shares the  par value  of which is proportionate to the total par               
value of  the  shares  held  by  him.  The  period  of  time  for               
exercising this right may not be less than 30 days.                             
                                                                                
     Article 41. Payment for Shares                                             
                                                                                
     1. Payment for shares means the payment of their issue price               
in money  or in  non-pecuniary (property)  contributions  by  the               
shareholders. Only  the assets  which are  objects of proprietary               
rights and  which may  be rated  economically may be used as non-               
pecuniary (property) contributions. Works and services may not be               
used as contributions.                                                          
     2. The  shares issued  by a  Company must  be fully  paid up               
within the  period specified  in the  subscription agreement, but               
not later  than within 1 year after the signing of the agreement.               
The subscription  agreement  must  indicate  the  dates  for  the               
payment for  shares, including  the date  for the  payment of the               
first installment.                                                              
     3.The initial  installments paid  in money  may not  be less               
than 1/4  of the issue price of shares. They shall be paid to the               
Company's account,  the funds of which may be used only after the               
registration of  the Company,  at the  date  established  in  the               
subscription agreement. If the balance of the issue price is paid               
in non-pecuniary (property) contributions and these contributions               
are paid  by installments, the issue price shall be considered as               
fully paid  up only  after the  last installment  is  valued  and               
approved according to the established procedure.                                
     If the initial installments are not paid in money, the total               
issue price  must be  covered by property installments during the               
time established for the payment of initial installments.                       
     4.  The  non-pecuniary  (property)  contributions  shall  be               
valued by  the auditor  of  the  Company  or  by  an  independent               
external auditor  or commission  thereof, appointed  by the Board               
(the incorporators).  The shares shall be deemed as fully paid up               
only after the general meeting approves the valuation of the non-               
pecuniary (property) contributions.                                             
     5. If  a shareholder  fails to  pay the installments for the               
subscribed shares when due, the Company shall have the right :                  
     1) within  30 days  after the expiration of the deadline for               
the payment  for shares, to sell the shares subscribed for by the               
debtor by  auction or to sell them at a fair price (rate). If the               
shares are  sold for  a lower price than the subscriber's debt to               
the Company,  the Company  shall have the right to demand that he               
pay the  balance. If  the shares  are sold at a higher price, the               
difference must be returned to the subscriber;                                  
     2) to demand from the defaulting shareholder to pay interest               
on the  amount due  at the  rate established  in the subscription               
agreement, and  recover the  sums due through court. The interest               
may not  be less  than 25%  per year  while calculating it on the               
amount due.                                                                     
                                                                                
     Article 42. Increase of the Authorised Capital                             
                                                                                
     1. The  authorised capital  of a  Company shall be increased               
provided that  a general meeting by at least 2/3 vote resolves to               
issue new  shares or  to increase  the par  value of  the  issued               
shares and  to amend the Articles of Association accordingly. The               
Company may  issue new  shares or  increase their  par value only               
after its  authorised capital  is fully  paid (at  the last issue               
price).                                                                         
     2. Amendments to the Articles of Association relative to the               
increase of  the authorised capital shall be registered according               
to the  procedure established  by the  Law  on  the  Register  of               
Enterprises after all the shares have been subscribed for and the               
first installments have been collected.                                         
     3. The  authorised capital  shall be considered as increased               
only upon  registration of  the amendments  of  the  Articles  of               
Association in  the Register  of Enterprises  of the  Republic of               
Lithuania.                                                                      
     4. If  within 6  months from the date of the general meeting               
which has  passed  the  resolution  to  increase  the  authorised               
capital, amendments  to the  Articles of  Association relative to               
the increase  of the  authorised capital have not been registered               
in the  Register of Enterprises of the Republic of Lithuania, the               
increase of  authorised capital  shall not be recognised. In this               
case all the contributions must be returned.                                    
     5. The  resolution to issue preference shares of a new class               
may be  passed, if it is supported by a 2/3 vote of the attending               
preference   shareholders,    including   non-voting   preference               
shareholders.                                                                   
                                                                                
     Article 43. Increase of the Authorized Capital by                          
               Additional Contributions                                         
                                                                                
     1.  A   Company  may  increase  its  authorised  capital  by               
additional contributions of its shareholders and of other persons               
only by issuing new shares.                                                     
     2. An  insolvent public  company shall  be  prohibited  from               
increasing its  authorised capital by additional contributions by               
public  offering.   It  may   offer  these  shares  only  to  its               
shareholders and employees.                                                     
     3. If  a public  company has  issued convertible debentures,               
its authorised  capital may  be increased by issuing new shares (               
of a  par value  specified in the resolution concerning the issue               
of  convertible  debentures),  for  which  convertible  debenture               
holders  could   exchange  their   debentures.  When  convertible               
debentures are  being issued,  the shareholders  must be  granted               
priority rights  to acquire these debentures in proportion to the               
number of  shares held  by them  in the  public company,  if  its               
Article of Association does not provide otherwise.                              
                                                                                
     Article 44. Increase of the Authorized Capital out of                      
               the Funds of the Company                                         
                                                                                
     1. The authorised capital of the Company may be increased by               
the resolution  of a general meeting out of the profit reserve or               
capital reserve  funds by  issuing  new  shares  which  shall  be               
transferred to the shareholders without payment, or by increasing               
the par value of the previously issued shares.                                  
     2. The general meeting shall pass the resolution to increase               
the authorised  capital on  the basis  of accounts  drawn up  not               
earlier than 30 days prior the meeting.                                         
     3. It shall be prohibited to increase the authorised capital               
of the  Company out  of the  capital reserve  and profit  reserve               
funds until losses accounted in the balance sheet are covered.                  
     4.  Upon  increasing  the  authorised  capital  out  of  the               
Company's funds,  the amendments  to the  Articles of Association               
shall be registered according to the procedure established by the               
Law  on   the  Register  of  Enterprises.  Alongside  with  other               
documents, the  balance sheet  of the Company shall be filed with               
the registrar.                                                                  
     5. When the Company is increasing its authorised capital out               
of the  capital reserve  and profit  reserve funds,  shareholders               
shall have  the right  to receive new shares without payment, the               
number of  which must  be proportionate to the total par value of               
shares held  by them,  with the  exception of  cases specified in               
Par.2 of Article 35 of this Law.                                                
     6.  Upon   the  registration  of  the  increased  authorised               
capital, the  Board shall, according to the procedure established               
by the  Articles of  Association, notify  the shareholders of the               
procedure  for   the  acquisition  of  the  new  shares.  If  the               
shareholders do  not communicate their wish to acquire new shares               
within 6  months from the receipt of such notice, the Company may               
dispose of  them according  to the  procedure established  by the               
general meeting. If the shares are uncertificated, the new shares               
shall be credited to the securities accounts.                                   
     7. The new shares shall give their holders equal rights with               
the holders  of  other  shares  of  the  same  class  to  receive               
dividends for  the business  year in  which the  new shares  were               
issued.                                                                         
                                                                                
     Article 45. Reduction of the Authorized Capital                            
                                                                                
     1. The  authorised capital may be reduced by a resolution of               
the general  meeting adopted  by a 2/3 vote. When the Company has               
issued shares  of different  classes,  the  general  meeting  may               
reduce the  authorised capital if this resolution is supported by               
holders  of   different  classes   of  shares   by  2/3  vote  of               
shareholders that class attending the meeting.                                  
     2. The authorised capital may be reduced in order to:                      
     1) pay  available funds  of the Company to the shareholders;               
and                                                                             
     2) eliminate the difference between the Company's net assets               
and the amount of the authorised capital, caused by losses.                     
     3. The  authorised  capital  may  be  reduced  only  in  the               
following ways:                                                                 
     1) by decreasing the par value of shares; or                               
     2) by canceling shares.                                                    
     While reducing  its authorised  capital,  the  Company  must               
first cancel its own shares.                                                    
     4. The  resolution to  reduce the authorised capital must be               
announced publicly 3 times at intervals not shorter than 30 days,               
or by notifying each shareholder and creditor.                                  
     5. While  reducing its  authorised capital, the Company must               
give additional  guarantees for  its liabilities to each creditor               
who demands them.                                                               
     6. Amendments  to the Articles of Association of the Company               
relative to  the reduction  of its  authorised capital  shall  be               
registered according  to the  procedure established by the Law on               
the Register  of Enterprises: not earlier than 6 months after the               
first and  30 days  after the  third public  announcement or  not               
earlier than  3 months after the notification of shareholders and               
creditors and  after additional  guarantees have  been  given  to               
those creditors  who so  requested. This  rule shall not apply if               
the authorised  capital is  reduced by  cancelling the  Company's               
shares acquired  by purchasing  said shares out of the net profit               
or the profit reserve fund, or by acquiring them without payment.               
The authorised  capital shall  be considered  to be  reduced only               
upon registration of the amendments to the Article of Association               
in the Register of Enterprises of the Republic of Lithuania.                    
     7. If  the shareholders  fail to timely deliver their shares               
to the  Board for  withdrawal from  circulation and cancellation,               
the Board shall publicly declare said shares invalid.                           
     8. Upon the reduction of its authorised capital, the Company               
may return  to the  shareholders their  contributions fully or in               
part,  or   relieve  the  shareholders  from  paying  the  unpaid               
contributions (a  portion of  the unpaid  contributions) for  the               
subscribed  shares   (to  increase  the  value  of  their  paidin               
contributions). Upon the reduction of the authorised capital, the               
shareholders may  be paid  only in  money, unless the Articles of               
Association of  the Company or the subscription agreement provide               
otherwise.                                                                      
                                                                                
     Article 46. The Right of a Company to Buy up its own                       
               Shares                                                           
                                                                                
     1. A  public company  shall be prohibited from buying up its               
own shares except when:                                                         
     1) it seeks to avoid excessive losses due to the fall of the               
price (rate) of shares;                                                         
     2) the  Company's authorised  capital has  been  reduced  in               
accordance with the procedure established by this Law.                          
     2. The Company shall buy up its own shares by the resolution               
of the  general meeting.  The par value of the shares of a public               
company purchased  for the  purpose specified  in item 1 of Par.1               
hereof, and the par value of its other shares held by the Company               
may not exceed 1/10 of the authorised capital.                                  
     3. A  public company  may acquire  its own shares out of the               
authorised capital  and the  compulsory reserve  fund only in the               
event of the reduction of its authorised capital.                               
     4. If  the shares of a public company have been acquired not               
in compliance  with the provisions of this Article, they shall be               
cancelled  and   authorised  capital  shall  be  reduced  by  the               
resolution of  the government  institution  that  has  registered               
them.                                                                           
     5. A public company which has bought up its own shares shall               
not be  entitled to  the non-propriatory rights incident to these               
shares.                                                                         
     6. Private  company shall  be prohibited  from buying up its               
own shares.                                                                     
                                                                                
                            Chapter 6                                           
                                                                                
               FINANCES AND DISTRIBUTION OF PROFIT                              
                                                                                
     Article 47. Financial Resources of a Company                               
                                                                                
     1. The financial resources of a Company shall be formed from               
the internal  and external  sources. Internal sources may include               
depreciation charges  and profit,  external sources  may  include               
contributions for  shares,  proceeds  from  debentures,  borrowed               
funds and other comparable resources.                                           
     2. The  Company's  Board  shall  determine  the  method  for               
calculating the  depreciation charges  and their  rates  for  the               
recovery of  depreciation of  its fixed  assets as  well  as  for               
covering maintenance  expenses. These  rates shall be established               
taking  into  account  the  changes  in  the  efficiency  of  the               
Company's assets  and  may  not  exceed  maximum  economic  rates               
established by  the Government  of the Republic of Lithuania. The               
part of  the fixed  assets which has been written off prematurely               
(before it  has been  fully depreciated) shall be attributable to               
the losses of the Company.                                                      
     3. By  the resolution  of the  general meeting or the Board,               
passed at  the instruction  of the  general  meeting,  the  total               
amount or  a portion  of the  revenue received  due to  share and               
debenture premium  may be  attributed to  profit. If  the general               
meeting or  the Board  have  not  passed  such  resolution,  said               
revenue shall  be attributed to the capital reserve fund and will               
be exempt from taxation.                                                        
     4. A Company shall have no right to use its profit for other               
purposes until it pays all the taxes established by laws.                       
                                                                                
     Article 48. Distribution of Profit                                         
                                                                                
     1. The  profit of  a Company  must be  distributed not later               
than within  3 months after the end of the business year and upon               
the  approval   of  the  annual  balance  sheet.  The  resolution               
concerning the distribution of profit must state:                               
     1) the profit;                                                             
     2) compulsory payments out of profit;                                      
     3) dividend;                                                               
     4) deductions  to the  compulsory reserve and profit reserve               
funds;                                                                          
     5) annual  share of  profit paid to the members of the Board               
and the Supervisory Board;                                                      
     6) the  use of  profit for  the payment  of bonuses  to  the               
employees and 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 reserve               
or capital reserve funds.                                                       
     3. The  sum allocated  for the  payment of  annual share  of               
profit to  the members  of the  Board and  the Supervisory Board,               
bonuses to  employees and  for other  purposes (items  5 and 6 of               
Par.1 hereof) may not exceed 1/5 of net profit.                                 
     4. Bonuses  to employees paid from the profit may be paid in               
advance  every  quarter,  if  the  current  results  of  business               
activities allow  to anticipate  sufficient profit.  It shall  be               
prohibited to  pay in  advance share of profit to the Supervisory               
Board and members of the Board.                                                 
     5. If  the aggregate  sum of the compulsory reserve fund and               
the capital  reserve fund  is less  than 1/10  of the  authorised               
capital, deductions  to the  compulsory  reserve  fund  shall  be               
mandatory and may not be less than 1/20 of net profit.                          
     6. It  shall be prohibited to pay dividends, annual share of               
profit to  members of the Board and Supervisory Board, bonuses to               
the employees  or to distribute profit in any other way until the               
accounts are  settled with  the agriculturural  producers for the               
produce sold.                                                                   
                                                                                
     Article 49. Dividends                                                      
                                                                                
     1. A  dividend is  the part  of  the  profit  a  shareholder               
receives, which  is proportionate  to the par value of the shares               
held by  him. If  a share  is not  fully paid,  the shareholder's               
dividend shall  be reduced  in proportion to the unpaid amount of               
the price  of the  share. The Articles of Association may provide               
that the dividend on fully paid share must be reduced if the last               
installment of  their price  was paid  in the  business year  for               
which the dividend is paid.                                                     
     2. Dividends  declared by  the general  meeting shall become               
the Company's  liability to  its shareholders.  The  shareholders               
shall have  the right  to demand the payment of his dividend as a               
creditor of  the Company.  The Company  shall have  the right  to               
recover the dividend paid out to a shareholder if the shareholder               
knew  or  should  have  known  that  the  declared  dividend  was               
unlawful.                                                                       
     3. The general meeting shall be prohibited from declaring or               
paying dividends  if the  Company is  insolvent or  if after  the               
payment of  dividends it  would become  insolvent. If the balance               
sheet of the Company shows losses, the general meeting shall have               
no right  either to declare or pay dividends until the losses are               
covered or until the authorised capital is reduced due to losses.               
     4. The  Company must  pay dividends  not later than within 3               
months from  the date  of the  general meeting which has declared               
them. It shall be prohibited to pay dividends in advance.                       
     5.  The  Company  shall  pay  dividends  in  money.  If  the               
shareholder does  not  object,  dividends  may  be  paid  in  the               
Company's shares or other securities.                                           
     6. Persons,  who on the day of the general meeting which has               
declared  dividends,  were  members  of  the  Company,  shall  be               
entitled to receive dividend.                                                   
                                                                                
                                                                                
                            Chapter 7                                           
                                                                                
                        FINAL PROVISIONS                                        
                                                                                
     Article 50                                                                 
                                                                                
     1. Public  and private  companies shall  have to amend their               
Articles of  Association according  to this  Law  and  have  them               
registered according  to the  procedure established by the Law on               
the Register of Enterprises within 9 months as of the date of the               
enactment of  this Law. Companies which fail to re-register their               
Articles of Association within the time specified above, shall be               
liquidated  according   to  the   procedure  established  by  the               
Government of the Republic of Lithuania.                                        
     2. Public  and private  companies the  authorised capital of               
which is  less than  the minimum  amount established by this Law,               
shall have,  within 2 years from the promulgation of this Law, to               
increase  their  authorised  capital  correspondingly.  Companies               
which fail  to meet  this  requirement  must  be  reorganised  or               
liquidated according  to the procedure established by the laws of               
the Republic of Lithuania.                                                      
     3. State  and state stock enterprises, with the exception of               
those state  enterprises which  are not planned by the Government               
of the  Republic of  Lithuania  either  to  be  reorganised  into               
companies or  to be  privatised  by  2000,  as  well  as  private               
(personal) enterpises  with the  rights of  legal person, must be               
reorganised into companies according to the procedure established               
by the  Government of  the Republic  of Lithuania,  and within  9               
months from  the enactment of this Law, must be registered in the               
Register  of  Enterprises  of  the  Republic  of  Lithuania.  For               
enterprises which  are being  privatised according  to the Law on               
the Initial  Privatisation of  State Property, the specified time               
shall be  calculated from  the completion of their privatisation.               
The Government  of the  Republic of  Lithuania must  prepare  and               
submit  by   1  November   1994  the  list  of  such  enterprises               
(indicating their authorised capital) to the Seimas for approval,               
as well  as prepare  a draft  law on  state and  local government               
enterprises.                                                                    
     4. The  total value  of shares of a commercial (joint stock)               
bank,  registered   in  the   Republic  of  Lithuania,  in  other               
companies, with  the exception  of commercial (joint stock) banks               
and companies directly servicing banks, may not exceed 10% of the               
bank's fixed capital registered with the Bank of Lithuania.                     
     5. To  declare the  Law on Stock Corporations (No. I-425, 30               
July 1990) invalid.                                                             
                                                                                
     6. Law  on State  Enterprises of  the Republic  of Lithuania               
shall be  binding only  upon state enterprises that are specified               
in Par.3 hereof.                                                                
                                                                                
     I promulgate  this Law  passed by the Seimas of the Republic               
of Lithuania.                                                                   
                                                                                
Algirdas Brazauskas                                                             
                                                                                
President of the Republic                                                       
Vilnius                                                                         
5 July 1994 No. I-528