REPUBLIC OF LITHUANIA                                     
                               LAW                                              
                               ON                                               
                                                                                
    THE ESTABLISHMENT OF THE LITHUANIAN DEVELOPMENT BANK AND                    
                 ON THE APPROVAL OF ITS STATUTE                                 
                                                                                
                                                                                
     The Seimas of the Republic of Lithuania,                                   
     on the  basis of  the Joint  Declaration of  Ministers  from               
Denmark, Finland,   Iceland,  Norway, Sweden, Estonia, Latvia and               
Lithuania on  the Establishment   of  a Baltic Investment Program               
for Small  and Medium-Sized  Enterprises   in Estonia, Latvia and               
Lithuania, done in Helsinki on 4 March 1992,  and                               
     the Memorandum  of Understanding  between the  Government of               
the Republic   of Lithuania, the European Bank for Reconstruction               
and Development,  and the Nordic Investment Bank, done in Vilnius               
on 28 June 1993                                                                 
     hereby passes this Law:                                                    
     1. To  approve the  Statute of  the  Lithuanian  Development               
Bank.                                                                           
     2. To  establish  that  in  case  of  conflict  between  the               
Statutes of  the   Lithuanian Development  Bank and  the laws and               
other standard acts of  the Republic of Lithuania, the provisions               
of the  Statutes  of  the  Lithuanian    Development  Bank  shall               
prevail; and                                                                    
     3. To propose to the Government of the Republic of Lithuania               
to take   part in the establishment of the Lithuanian Development               
Bank.                                                                           
                                                                                
     I promulgate  this Law  passed by the Seimas of the Republic               
of  Lithuania.                                                                  
                                                                                
                                                                                
                                                                                
ALGIRDAS BRAZAUSKAS                                                             
President                                                                       
of the Republic                                                                 
                                                                                
Vilnius                                                                         
14 December 1993                                                                
No. I-335                                                                       
                                                                                
                                                                                
                                                                                
                                                                                
                                      Appendix  to the                          
                              Law  of the Republic of Lithuania                 
                              of 14 December 1993 No. I-335                     
                                                                                
                                                                                
           STATUTE OF THE LITHUANIAN DEVELOPMENT BANK                           
                                                                                
                            CHAPTER 1                                           
                       GENERAL PROVISIONS                                       
                                                                                
                                                                                
                            Article 1                                           
                                                                                
     The Lithuanian  Development Bank (LDB) is a stock investment               
bank to   be  set up  by the  Government  of  Lithuania  and  the               
European Bank  for   Reconstruction and  Development (EBRD), with               
possible  participation   of   other   Lithuanian   and   foreign               
shareholders.                                                                   
     The LDB  is guided by the laws of the Republic of Lithuania,               
this Statute  and international banking principles.                             
     The LDB  is a  legal person  operating in an independent and               
autonomous  manner. The name of the Bank is:                                    
     in Lithuanian:  Lietuvos Vystymo  Bankas (abbreviated form -               
LVB),                                                                           
     in English:  Lithuanian Development Bank (abbreviated form -               
LDB).                                                                           
     The seat of the Bank is located in Vilnius.                                
                                                                                
                            Article 2                                           
                                                                                
     The  LDB  shall  be  established  to  promote  the  economic               
development  of   the  Republic   of  Lithuania.   Its  principal               
activities shall  be the  financing  of  capital  investment  and               
related permanent  working capital  requirements  of  financially               
profitable  and  creditworthy  private  capital  enterprises.  In               
exceptional cases  the LDB  may also  channel resources  to state               
enterprise   projects as  a trustee  or agent  for third  parties               
without taking  financial   risk. In its activities the LDB shall               
especially promote  the establishment   and  development of small               
and medium size enterprises and of a capital market in Lithuania.               
It will only pursue such activities and in such manner as to earn               
a commercial rate of return.                                                    
     The LDB  financing shall  be provided  for medium  and  long               
term, short   term loans may be granted only in exceptional cases               
and with the assent  of the Board of Directors.                                 
                                                                                
                            Article 3                                           
                                                                                
     The LDB  shall be  liable for  its obligations  with all its               
property.                                                                       
     The LDB  shall not  be liable  for the  obligations  of  the               
state. The   state  is not liable for the obligations of the LDB,               
with the  exception   of cases  where the  state undertakes  such               
obligations.                                                                    
     The LDB  shall not  be liable  for the  obligations  of  its               
shareholders.  The   shareholders  shall   be  liable   for   the               
obligations of  the LDB  only  to the extent of their commitments               
to the Bank's capital, but not  with their own property.                        
                                                                                
                            Article 4                                           
                                                                                
     The  LDB   shall  guarantee  the  secrecy  of  its  clients'               
correspondent  accounts   and  operations.   The  Board  members,               
President of  the LDB,   staff  of the  Bank, auditors  and other               
persons authorized  to obtain   such information shall be obliged               
to maintain  the secrecy of all information  relating to customer               
accounts and  bank operations. Such information  may be disclosed               
only in cases stated by law.                                                    
                                                                                
                            Article 5                                           
                                                                                
     The LDB  may open  its affiliates and representative offices               
in Lithuania  and abroad.                                                       
                                                                                
                            Article 6                                           
                                                                                
     Upon its  adoption by  the Seimas,  the Statute  of the  LDB               
shall be registered  with the Bank of Lithuania.                                
     The LDB may commence activities:                                           
     upon receiving a license from the Bank of Lithuania and upon               
the registration  of the LDB in the Registration Book of the Bank               
of Lithuania; and                                                               
     upon presenting  to the  Bank of Lithuania the LDB auditor's               
certification  that   the  share  capital  has  been  paid-in  in               
accordance with the founding  and subscription agreement.                       
     The affiliates  and representative  offices of the LDB shall               
commence  their   activities  upon   their  registration  in  the               
Registration Book  of the Bank of Lithuania.                                    
     The licence  shall be  issued free  of charge within 30 days               
from submitting   an  application and all the requisite documents               
to the  Bank of  Lithuania.   The application  shall be submitted               
with the following:                                                             
     1) the  founding  and  subscription  agreement  between  the               
Government   of the  Republic of  Lithuania  and  other  possible               
founders, covering:                                                             
     - the Statute of the Bank,                                                 
     - the  names of  the founders of the Bank and the address of               
their offices,                                                                  
     - the amount of shares subscribed for by each founder, and                 
     - the term during which all the shares must be paid for;                   
     2)  the   minutes  of   the  constitutive   meeting  of  the               
shareholders covering   the  elected  members  to  the  Board  of               
Directors and the appointed auditors  of the Bank;                              
     3) certification from the auditors that the subscribed share               
capital  has been paid-in;                                                      
     4) name and address of the members to the Board of Directors               
as well  as their alternates;                                                   
     5) name and address of the President of the Bank;                          
     6) name  and address  of all  persons authorized  to sign on               
behalf of  the Bank; and                                                        
     7) name  and address  of the  affiliates and  representative               
offices of  the LDB in Lithuania and abroad.                                    
     The  LDB   must  present   to  the  Bank  of  Lithuania  for               
registration all   decisions  of the  shareholders to increase or               
decrease the  share capital   of the LDB, to liquidate the LDB or               
to appoint  the liquidators,  as  well as all decisions to change               
or supplement the documents and information  set forth herein.                  
                                                                                
                            Article 7                                           
                                                                                
     The LDB  shall pay  the taxes  in accordance with the Law on               
Foreign   Investments in the Republic of Lithuania and other laws               
of the Republic  of Lithuania.                                                  
                                                                                
                                                                                
                            CHAPTER 2                                           
                  CAPITAL AND SHARES OF THE LDB                                 
                                                                                
                                                                                
                            Article 8                                           
                                                                                
                                                                                
     The initial  subscribed share  capital of the LDB amounts to               
ECU five   (5)  million. The  share capital  is divided  into  50               
ordinary registered  shares with a par value of ECU 100,000 each.               
     Contributions  to   the  share  capital  shall  be  made  in               
accordance with   the  procedure established  in the founding and               
subscription agreement  in cash or in kind.                                     
     The value  of in kind contributions must be duly verified by               
independent   experts and auditors of the Bank.  The shares shall               
be considered  to be paid-in by in kind contributions after their               
evaluation  has   been  confirmed   by  the  General  Meeting  of               
Shareholders pursuing  from   the recommendations of the Board of               
Directors.                                                                      
                                                                                
                            Article 9                                           
                                                                                
     The share  capital of  the  LDB  may  be  increased  as  per               
resolution of  the General Meeting:                                             
     1) by issue and placement of new payable shares;                           
     2) by  transferring part  of the  restricted or unrestricted               
reserves   to the  share capital  and thereby  increasing the par               
value of a share  or by issuing new free shares; and                            
     3) by using the 1st and the 2nd methods simultaneously.                    
                                                                                
                           Article 10                                           
                                                                                
     The General  Meeting of  Shareholders  shall  determine  the               
conditions   of subsequent  issue of shares, the class and number               
of shares issued  when increasing the capital, subscription terms               
and procedures.  Subscribed   shares must  be paid-in  within the               
time schedule decided by the General  Meeting of Shareholders but               
within one year from the day of the subscription  therefor.                     
                                                                                
                           Article 11                                           
                                                                                
     The reserve capital (restricted reserves) shall be formed by               
deducting  at least 10% of profits annually, until it has reached               
the level determined  by the General Meeting but no less than 1/4               
of subscribed share capital. The reserve capital may be used only               
to cover the losses or to increase  the share capital.                          
                                                                                
                           Article 12                                           
                                                                                
     Unrestricted reserves  may be  formed from  the profits left               
after the  deductions in accordance with Article 11 of this Law.                
                                                                                
                           Article 13                                           
                                                                                
     The shareholder of the LDB shall have the following property               
and non-property  rights:                                                       
     1) to receive the dividend if it is assigned;                              
     2) to  receive part  of  the  property  of  the  Bank  under               
liquidation;                                                                    
     3) to  have a  priority to  subscribe for  such part  of any               
increase in  the share capital which is proportional to the value               
of his subscribed  for and paid-in shares;                                      
     4) to  sell or  transfer in any other way all or part of his               
stock to  other persons; and                                                    
     5) to  participate in the governing of the Bank in line with               
Chapter  4 of this Statute.                                                     
                                                                                
                           Article 14                                           
                                                                                
     The share capital of LDB can be decreased by decision of the               
General  Meeting,   taking  into   consideration  the  rights  of               
creditors as well  as stating the reasons of decrease and setting               
the procedure of decrease.                                                      
                                                                                
                                                                                
                            CHAPTER 3                                           
                      FUNCTIONS OF THE LDB                                      
                                                                                
                                                                                
                           Article 15                                           
                                                                                
     THE LDB shall perform the following operations:                            
     1) shall grant loans in national and foreign currency;                     
     2) shall issue guarantees;                                                 
     3) shall participate in co-financing activities;                           
     4) shall  borrow funds  for its  own account  in foreign and               
national   currency, in  Lithuania and abroad, using all relevant               
financial instrument;                                                           
     5) shall  accept managed  funds from  Lithuania  and  abroad               
directly related  to the activities undertaken by the LDB;                      
     6) shall invest its liquid assets in Lithuania and abroad;                 
     7) shall  engage in  correspondent activities  with  foreign               
banks and   shall  maintain hard  currency  accounts  with  these               
banks; and                                                                      
     8) shall  provide advisory services on the issues of project               
financing.                                                                      
     Upon separate  authorization from the shareholders, the Bank               
may make   equity investments. Such authorization shall be passed               
through at   the  shareholders meeting  by at  least 2/3 majority               
vote in accordance  with the procedure for conducting the General               
Meeting of Shareholders.                                                        
     The LDB  may engage  in other  activities  relating  to  its               
operation.                                                                      
     The LDB  shall not  take deposits or conduct current account               
business.                                                                       
       The   Bank  shall   take  into   account   the   potential               
environmental impact  associated with its investment decisions.                 
                                                                                
                           Article 16                                           
                                                                                
     The LDB  shall  conduct  its  operations  according  to  the               
following principles  and standards meeting international banking               
practices:                                                                      
     1) the  LDB shall  choose clients  by  itself  independently               
according  to project profitability;                                            
     2) generally,  loans and  guarantees shall  be  granted  for               
medium and   long  terms; loans  may be  granted for a short term               
only in exceptional  cases;                                                     
     3)  the   LDB  may  make  loans  directly  to  borrowers  or               
indirectly through  other banks serving as intermediaries;                      
     4) the  LDB shall not incur the foreign exchange risk in its               
lending  and funding operations;                                                
     5) in  making or  guaranteeing a  loan, the  LDB must obtain               
adequate     security  or  payment  depending  on  the  financial               
capability  of   the  ultimate    borrower  to  meet  contractual               
obligations;                                                                    
     6) the interest rates charged and other financial conditions               
fixed  by the LDB for its lending and related activities shall be               
set at   levels to cover the operating and financing costs of the               
LDB as  well   as to  earn a  commercial return  and  to  reflect               
appropriate market  terms   for the type of investment envisaged;               
and                                                                             
     7) the LDB shall charge a fee for all its services.                        
                                                                                
                           Article 17                                           
                                                                                
     When performing  its operations, the LDB shall in the normal               
course  conform to the following economic standards:                            
                                                                                
     1) the Bank's borrowings may not exceed more than four times               
the total  amount of the Bank's paid-up share capital and reserve               
capital;                                                                        
     2) equity  investments in  the share  capital  of  a  single               
enterprise   or group of enterprises connected by ownership right               
may not  exceed   25% of  the issued capital of the enterprise or               
group of enterprises  and 10% of the Bank's paid-up share capital               
and reserve capital;                                                            
     3) the  aggregate total  of  equity  investments  shall  not               
exceed 75%   of  the Bank's  paid-up share  capital  and  reserve               
capital;                                                                        
     4) the total commitment to any single enterprise or group of               
enterprises   connected by  ownership  right  (loans  guarantees,               
equity and  any other   type of assistance) may not exceed 20% of               
the Bank's paid-up share  capital and reserve capital;                          
     5) the  total commitment  to a single project may not exceed               
20% of  the Bank's paid-up share capital and reserve capital.                   
     If the  above standards  are not  conformed to, the Board of               
Directors   must immediately adopt a decision concerning the term               
and means of  resolution of the non-conformity.                                 
     The economic  standards and reserve requirements established               
by the  Bank of Lithuania shall not be obligatory to the LDB.                   
                                                                                
                                                                                
                            CHAPTER 4                                           
                 THE GOVERNING BODIES OF THE LDB                                
                                                                                
                                                                                
                           Article 18                                           
                                                                                
     The governing bodies of the LDB are:                                       
     1) the General Meeting of Shareholders;                                    
     2) the Board of Directors; and                                             
     3) the President.                                                          
                                                                                
                           Article 19                                           
                                                                                
     The General Meeting of Shareholders is the supreme governing               
body   of the  LDB.  The annual General Meeting shall be convoked               
by the  Board  of Directors no later than within four months from               
the end of each  financial year.                                                
     Extraordinary General  Meetings shall  be  convoked  by  the               
auditors or   upon the decision of the Board of Directors adopted               
on its initiative  or whenever requested in writing by the owners               
of at least 1/10 of  all shares.                                                
     The shareholders  must be notified of the General Meeting by               
registered   letters no  later that two weeks before the Meeting.               
Invitations with   the  enclosed agenda,  time and  place of  the               
Meeting must  be sent  to  the addresses recorded in the register               
of shareholders.                                                                
     The  following   matters  shall   be  within  the  exclusive               
competence of  the General Meeting:                                             
     1) approval  of amendments  to the Statute of the Bank to be               
presented  to the Seimas;                                                       
     2) increase  and reduction  of the  share capital  and other               
matters stated  in Article 10 of this Statute;                                  
     3) approval  of the  Annual Report  of the  LDB, the  Annual               
Statement  of Accounts, and allocation and distribution of profit               
and compensation  for the losses;                                               
     4)  election   of   the   auditors   and   liquidators   and               
establishment of their  salaries;                                               
     5) election  of the  members of  the Board  of Directors and               
establishment  of their salaries; and                                           
     6) dissolution or merger of the LDB.                                       
     The General  Meeting may  adopt resolutions if the attending               
shareholders   or their  proxy have  more than  1/2 of  the total               
number of  votes. If  there is no quorum, the Board of Directors,               
in  compliance   with  the   procedure  for   convoking  Meetings               
established in  Article 19  of  this  Statute,  must  immediately               
convoke a repeat Meeting. Repeat Meeting  shall have the right to               
pass resolutions  regardless  of  the  number  of  the  attending               
shareholders.                                                                   
     The General  Meeting may resolve only the issues included on               
the agenda, with the exception of cases when all the shareholders               
are present  in person  or by  proxy  and  give  their  unanimous               
consent  that   the  issues  which  are  not  on  the  agenda  be               
considered.                                                                     
     The  General   Meeting  of   Shareholders  shall   pass  its               
resolutions by   more  than 2/3 majority of the votes cast in the               
matters defined  in   items 1),  2) and 6) of Article 19, whereas               
all other  decisions shall   be  taken by a majority of the votes               
cast.                                                                           
     General  Meetings   of  Shareholders   may  be  attended  by               
shareholders who   own shares registered in the Share Register of               
the LDB.                                                                        
     Each General  Meeting shall  be recorded  by minutes,  which               
must be  signed  by the secretary and the chairman of the General               
Meeting.                                                                        
     Lithuanian and  English shall  be used  in General Meetings.               
All   resolutions passed  by a General Meeting as well as related               
official   documents must  be  announced  in  Lithuanian  and  in               
English and shall  have equal force.                                            
                                                                                
                           Article 20                                           
                                                                                
     The Board  of Directors  shall consist of at least five (5),               
but not   more  than nine  (9), voting members. Each member shall               
have an  appointed   alternate member. The detailed procedure for               
election to  the Board  of Directors as well as the number of its               
members shall be determined  by the General Meeting.                            
     The right  of representation in the Board of Directors shall               
be determined   in  proportion to  the  respective  shareholder's               
subscribed and  paid-in   shares. The  members of  the  Board  of               
Directors as  well as  their alternates,  except  the  President,               
shall be appointed for a three year period.                                     
     All the  members of  the Board  of Directors must be persons               
experienced  in economic and financial matters and/or in banking.               
                                                                                
                           Article 21                                           
                                                                                
     Every year,  no more  than  30  days  after  annual  General               
Meeting, the   Board  of Directors  shall by simple majority vote               
elect one  of its   members as Chairman of the Board of Directors               
and one  member as his  deputy. The same person may be elected as               
Chairman of  the Board  of   Directors for  not more than six (6)               
years in succession.                                                            
     The President  shall not  be eligible  as Chairman or deputy               
Chairman   of the Board of Directors. The members of the Board of               
Directors shall  account for their work to the General Meeting of               
Shareholders.                                                                   
     All the  powers of  the LDB, except for the powers expressly               
vested   in the  General Meeting, shall be vested in the Board of               
Directors.                                                                      
     In this respect the Board of Directors shall especially:                   
     1) direct and supervise the activities and operations of the               
LDB;                                                                            
     2) appoint and dismiss the President of the LDB;                           
     3) establish  the LDB's  operational guidelines, approve the               
Code of  the Board of Directors and the annual budget of the LDB;               
     4) determine the remuneration of the President;                            
     5) submit  to the General Meeting of Shareholders the Annual               
Report   of the  Bank, the  Annual  Statement  of  Accounts,  the               
Auditor's Report and the proposal for allocation and distribution               
of profit;                                                                      
     6) submit  to the  General Meeting any proposals to increase               
or reduce  the capital; and                                                     
     7) approve  all investments and loans unless such powers are               
delegated  to the President.                                                    
                                                                                
                           Article 22                                           
                                                                                
     The meeting  of the  Board of Directors shall be convoked by               
the Chairman  or, in case of his absence, by his deputy, at least               
four (4) times  a year.                                                         
     A meeting  must also  be convoked  whenever requested  by at               
least two   (2)  members of  the Board  of Directors  or  by  the               
President or  by the   auditor(s)  with the subject of discussion               
stated.                                                                         
     The Board of Directors may pass resolutions if a majority of               
its members   are present in person or by proxy. Decisions of the               
Board of  Directors   shall be  passed by  majority vote  of  the               
Members present  and voting   with  the exception of decisions on               
issues covered  in items 2), 3)  and 7) of Article 21 which to be               
taken upon  a more  than 2/3  majority  vote of the Board members               
present and  voting. Each  member shall  have   one vote.  In the               
event of  a tie the vote of the Chairman of the meeting  shall be               
decisive.                                                                       
     In case  of urgency,  the Board  of Directors  may pass  its               
resolutions   by letter  or telegraphic balloting. Such decisions               
are deemed  to have   been  passed, as  soon as  the matter to be               
decided has  been transmitted   to  all members  of the  Board of               
Directors and affirmative written or  telegraphic statements from               
at least  a half or, on issues covered  in items 2), 3) and 7) of               
Article 21,  of more  than 2/3  of all  Board members  have  been               
received.                                                                       
     Written invitations  to vote  shall be  sent  by  registered               
mail. Telegraphic   invitations  to vote  shall be  confirmed  by               
telegraphic answer without  undue delay. The results of voting by               
mail or  by telegraph  shall be  announced at the next meeting of               
the Board of Directors.                                                         
     Each meeting  of the Board of Directors shall be recorded by               
the minutes   which  are to  be signed  by the  Chairman  of  the               
meeting and the secretary.                                                      
     All communication and documents related to the activities of               
the Board  of Directors shall be in Lithuanian and in English.                  
                                                                                
                           Article 23                                           
                                                                                
     The day-to-day management of the LDB shall be carried out by               
the President.   The President shall be appointed for the term of               
five (5) years. He  may be repeatedly appointed for another term.               
     The President  of the LDB must be a resident of the Republic               
of Lithuania.                                                                   
     The President  shall conduct the current business of the LDB               
under  the direction of the Board of Directors.                                 
     The President  shall decide  the organizational structure of               
the Bank,   shall be responsible for appointment and dismissal of               
the staff.                                                                      
     The President of the LDB shall be a non-voting member of the               
Board  of Directors.                                                            
                                                                                
                           Article 24                                           
                                                                                
     Two persons shall be authorized to jointly sign on behalf of               
the LDB.   They  may be  members of  the Board  of Directors, the               
President or persons  authorized by the Board of Directors.                     
                                                                                
                           Article 25                                           
                                                                                
     The members  of the Board shall be liable to the LDB for the               
losses   inflicted on  the Bank  by reason of their negligence or               
deliberately  inadequate performance of their duties.                           
                                                                                
                                                                                
                            CHAPTER 5                                           
            ANNUAL REPORT AND DISTRIBUTION OF PROFITS                           
                                                                                
                                                                                
                           Article 26                                           
                                                                                
     The Annual  Statement of Accounts must be in accordance with               
the generally   accepted principles of accounting as well as with               
the  standards  of  accounting  in  effect  in  the  Republic  of               
Lithuania. The  audit report  and the principles of auditing must               
correspond to the generally accepted  principles of accounting.                 
     The financial  accounting of the LDB shall be carried out in               
the currency  of the share capital. Transactions concluded in the               
national currency  of the  Republic of  Lithuania or in any other               
currency must be accounted  in the Bank accounts according to the               
exchange rate  as fixed  by the  Bank of Lithuania for the day of               
the transaction.  All transactions   concluded  in  the  currency               
other than  the currency  of the share capital  must be accounted               
as converted  in the  currency used  for the  LDB accounting   in               
accordance with the generally accepted standards.                               
     The LDB  shall organize  its book-keeping,  accountancy  and               
statistics   as well  as prepare and submit reports in accordance               
with the  procedure   established by  the laws of the Republic of               
Lithuania.                                                                      
                                                                                
                           Article 27                                           
                                                                                
     The  net  annual  profit  after  all  necessary  deductions,               
including those   for  loan losses,  shall be  allocated  on  the               
decision of  the General   Meeting  of Shareholders in accordance               
with the procedure established in Articles 11-13 of this Statute.               
                                                                                
                           Article 28                                           
                                                                                
     The General  Meeting of  Shareholders  shall  determine  the               
amount of   dividends  according to  the recommendations  of  the               
Board of  Directors.   Dividends shall  be payable  only for  the               
fully paid-in shares.                                                           
     The LDB shall pay dividends, if any, to the shareholders not               
later  than within four weeks after the allocation of profits.                  
                                                                                
                                                                                
                            CHAPTER 6                                           
        SUPERVISING AND AUDITING OF THE LDB'S ACTIVITIES                        
                                                                                
                                                                                
                           Article 29                                           
                                                                                
     The auditing  of the LDB shall be carried out by independent               
external  auditors   appointed  by   the   General   Meeting   of               
Shareholders for  the   period of  one year.  The members  of the               
Board of  Directors and  the   staff of the LDB are excluded from               
being auditors.                                                                 
     The  auditor   must  be   either  a  universally  recognized               
international   auditing firm  or the  auditor must  represent an               
auditing  firm  associated  with  an  internationally  recognized               
auditing firm.                                                                  
                                                                                
                           Article 30                                           
                                                                                
     The auditors  shall have  access  to  and  shall  audit  the               
accounts, book-keeping  and operations of the LDB.                              
                                                                                
                           Article 31                                           
                                                                                
     At the  request of  shareholders representing  at least  one               
tenth (1/10)  of all shares a special auditor may be appointed to               
carry out  a special   auditing  of the  LDB. Such audit shall be               
carried out at the expense  of the requestor.                                   
                                                                                
                           Article 32                                           
                                                                                
     The Board  of Directors  shall submit  to the  auditors  the               
Annual Statement  of Accounts and the Annual Report no later than               
within four (4) weeks  following the end of the financial year.                 
     The auditors  shall submit  to the  Board of  Directors  the               
Auditor's   Report no  later than  three weeks before the date of               
the annual General  Meeting.                                                    
     The Board  of Directors shall submit to the shareholders the               
Annual Statement of Accounts, the Annual Report and the Auditor's               
Report   no later  than two  (2) weeks  before the  date  of  the               
General Meeting.                                                                
     The Annual  Statement of Accounts, the Annual Report and the               
Auditor's   Report shall  be delivered  to the  Bank of Lithuania               
within 30  days   from approval thereof by the General Meeting of               
Shareholders.                                                                   
                                                                                
                           Article 33                                           
                                                                                
     The Bank  of Lithuania  shall carry  out the supervision and               
auditing   of the LDB's activities in pursuance of the Law on the               
Bank of Lithuania.                                                              
                                                                                
                                                                                
                            CHAPTER 7                                           
               TERMINATION OF THE LDB'S ACTIVITIES                              
                                                                                
                                                                                
                           Article 34                                           
                                                                                
     The LDB shall terminate its activities by dissolution:                     
     1) by the decision of the General Meeting;                                 
     2) in case of insolvency or bankruptcy; or                                 
     3) by decision of the court.                                               
     The  issues   concerning  the   termination  of   the  LDB's               
activities and  procedures for the final settlement of debts with               
creditors  shall   be  determined   by  the  General  Meeting  of               
Shareholders.                                                                   
                                                                                
                           Article 35                                           
                                                                                
     The  dissolution   shall  be   carried  out  by  liquidators               
appointed by the  General Meeting of Shareholders or, in the case               
of bankruptcy, by  court.                                                       
     At the  end of  the term  of dissolution  of  the  LDB,  the               
liquidators   submit to  the General  Meeting of Shareholders the               
final report and  balance sheet.                                                
                                                                                
                           Article 36                                           
                                                                                
     The activities  of the  liquidators, the  current and  final               
reports as   well  as the balance sheet shall be inspected by the               
auditors of  the   LDB who shall submit to the General Meeting of               
Shareholders the Auditor's Report simultaneously with the current               
and final reports of the liquidators.                                           
                                                                                
                           Article 37                                           
                                                                                
     The assets  of the  LDB remaining  after adjustment  of  all               
liabilities,  shall   be  distributed   to  the  shareholders  in               
proportion to their shares  in the share capital.