REPUBLIC OF LITHUANIA                                     
                               Law                                              
                            on Trade                                            
                                                                                
                            Chapter 1                                           
                                                                                
                       General provisions                                       
                                                                                
     Article 1. Objective of this Law                                           
     This  Law   shall  establish   the  participants   of  trade               
activities, relations in the sale and purchase of goods and other               
relations  associated   with  trade   activities  which  are  not               
regulated by other laws.                                                        
                                                                                
     Article 2. The Concept of Trade Activities and its                         
               Subjects                                                         
     Trade activities pertain to the economic activity associated               
with the purchase and sale of goods.                                            
     The subjects  of trade  activities are  natural persons  and               
legal entities  who are  engaged in the purchase or sale of goods               
or act as intermediaries for the purpose of conducting business.                
     Trade activities  may be either a principal or an additional               
business for  an economic  entity. The  subjects for  whom  trade               
activity is a principal business, shall be divided into merchants               
and small tradespeople.                                                         
     Merchants are  entrepreneurs who for the purpose of business               
are engaged  in the  purchase and  sale of  commodities, hold and               
dispose of  the property  of the trade concern, organize business               
and financial  activities of  the company  and have it registered               
according to the established procedure.                                         
     Trade companies  are companies  which purchase  the goods in               
their own  name and  at their own risk for the purpose of selling               
them.                                                                           
     Small traders  are natural persons without the status of the               
entrepreneur. Included  among them are economic entities which do               
not hire  employees, are  engaged in mobile or home selling, sell               
goods in kiosks or in temporary stalls.                                         
     Retailing means  trade activities when goods are sold to the               
final consumer for personal or household use.                                   
     Wholesaling means  the trade  activities when  the goods are               
sold for reselling or for production activities.                                
     Public  catering   included  both   production   and   trade               
activities encompassing  the production  and sale of food and the               
organizing of its consumption.                                                  
     Different types  of trade  may be combined. Trade activities               
may be  carried out  in combination  with other types of business               
activities.                                                                     
                                                                                
                            Chapter 2                                           
                                                                                
              State Regulation of Trade Activities                              
                                                                                
     Article 3. State Control Institutions for Trade                            
               Activities                                                       
     Domestic  trade  in  the  Republic  of  Lithuania  shall  be               
regulated within the limits of their capacity by:                               
     1) the Government,                                                         
     2) an institution authorised by the Government,                            
     3) a municipality.                                                         
                                                                                
     Article 4. Special Cases of Regulation                                     
     The Government  of the  Republic of Lithuania shall have the               
right in  special cases, to introduce state monopoly of the trade               
in  certain   goods,  as  well  as  to  establish  special  sales               
procedures  for   certain  goods.  The  Government  may,  by  its               
                                                                                
decision, direct  an authorized institution and municipalities to               
distribute certain goods in a centralised manner.                               
     The Government  and town  (district) councils may decide for               
trade companies  the days  and the  hours during  which  work  is               
prohibited.                                                                     
                                                                                
     Article 5. The Establishment, Reorganisation and                           
               Liquidation of Trade Companies                                   
     The establishment,  reorganisation and  liquidation of trade               
companies shall  be regulated  by the  laws of  the  Republic  of               
Lithuania and other standard acts.                                              
                                                                                
     Article 6. The Founders of Trade Companies                                 
     The founder  of a  trade concern  may be  a natural or legal               
person who is not prohibited from engaging in trade.                            
                                                                                
     Article 7. Prohibition to Engage in Trade                                  
     It shall be prohibited to engage in trade for:                             
     1)  natural  and  legal  persons  whom  the  court  declares               
insolvent;                                                                      
     2) persons whose legal capacity is restricted by the laws of               
the Republic of Lithuania;                                                      
     3)political parties  and political  organisations (excluding               
those engaged in the publishing trade).                                         
                                                                                
     Article 8. Registration Characteristics of Trade                           
               Activities                                                       
     Trade companies  shall be  registered in accordance with the               
procedure  established  by  the  Republic  of  Lithuania  Law  on               
Enterprises and  the Republic of Lithuania Law on the Register of               
Enterprises.  Small  tradespeople  shall  not  be  registered  as               
companies. They  must obtain  a patent  for their activities. The               
procedure for  the issue  of patents  shall be established by the               
Government of the Republic of Lithuania.                                        
     It shall  be prohibited  to engage  in trade  without having               
registered a company in compliance with the established procedure               
or without being issued a patent.                                               
     It shall  be permitted  to undertake  retailing  and  public               
catering only  upon the  delivery of  the certificate to the city               
(district) council,  stating the  design capacity  of each retail               
(public catering)  unit, the  range of goods offered for sale and               
the permit  issued by  the hygiene centre. The companies that are               
in operation  shall have  to file  these documents  with the city               
(district) council annually, by 1 March.                                        
                                                                                
     Article 9. Reorganisation of Trade Companies                               
     In addition to the methods of reorganisation provided for in               
Article 37  of the  Civil Code  of the Republic of Lithuania, the               
change in  legal status  or the type of merchandise (food or non-               
food goods)  shall also  be considered as the reorganisation of a               
trade concern.                                                                  
                                                                                
     Article 10. Liquidation of Trade Companies                                 
     Trade  companies   shall  be  liquidated  according  to  the               
procedure  established  by  the  Republic  of  Lithuania  Law  on               
Enterprises.                                                                    
                                                                                
                            Chapter 3                                           
                                                                                
           Salespersons and their Job Characteristics                           
                                                                                
     Article 11. An Employee of a Trade Company                                 
     An employee of a trade concern is a hired employee whose job               
is directly  related to  the buying, storage and selling of goods               
and the  accounting for  these operations.  Auxiliary staff shall               
not be attributed to this category of employees.                                
     The Government  of the  Republic of  Lithuania may establish               
qualification requirements  for the  managers of  trade companies               
and for certain categories of employees.                                        
                                                                                
     Article 12. Job Characteristics of an Employee of a                        
               Trade Company                                                    
     The employee  of a  trade concern  shall have  no  right  to               
independently engage  in trade  without the employers consent, as               
well as  to be  involved in  trade activities of competing firms.               
The employee  of a  trade concern who violates these requirements               
must make restitution for the losses caused by him.                             
     The  employer  when  hiring  an  employee,  may  conclude  a               
separate  contract   pursuant  to   which  the   employee,  after               
termination of  the employment  contract, would  not compete with               
company of the former employer.                                                 
     The prohibition  against competition  may not  last for more               
than  one   year.  This  restriction  may  be  applied,  if  upon               
termination of  the employment  contract, the employer obliges to               
pay  the  employee  a  compensation  for  the  entire  period  of               
prohibition against  competition. The  amount of the compensation               
shall be set in the contract.                                                   
     The restrictions  specified in  Par.2 of  this Article shall               
not apply provided:                                                             
     1) the  activities of  an employee  of a  trade concern, who               
terminated employment  contract, do  not violate  the  commercial               
interests of the former employer;                                               
     2) the  employment contract  is cancelled  for its breach by               
the employer;                                                                   
     3) the  employer waives  in writing  the prohibition against               
competition.                                                                    
     It shall  be prohibited  to work  as an  employee of a trade               
concern for persons who are ill with communicable diseases or are               
the carriers of such diseases. The list of diseases and the range               
of goods that said persons shall be prohibited from selling shall               
be determined  by the  Ministry of  Health  of  the  Republic  of               
Lithuania.                                                                      
                                                                                
                                                                                
                            Chapter 4                                           
                                                                                
                           Procuration                                          
                                                                                
     Article 13. The Concept of Procuration                                     
     The procuration  is an authorisation by which an employee of               
a trade  concern or some other person is empowered in the name of               
the  trader   to  perform   legal  actions   in  court  or  other               
institutions, relative  to the  activities of  a trade concern. A               
person who  acts by  virtue of  a  procuration  is  a  procurator               
(proctor).                                                                      
                                                                                
     Article 14. Granting or Revocation of Procuration                          
     The procuration  may be  granted only by the trade companies               
which are  registered in  the Republic  of Lithuania  Register of               
Enterprises.  The   procuration  of   an  individual   (personal)               
enterprise shall  be granted  by its  owner or  some other person               
authorised by  him, of  general or  limited parternship  - in the               
manner prescribed  by Partnership  Agreement, of  stock companies               
and state  (municipal) enterprises  - in the manner prescribed by               
the  Articles   of  Association.  If  the  Partnership  Agreement               
(Articles of  Partnership) does not provide for procuracy, in the               
general partnership  it may  be granted  by all  partners, in the               
limited  partnership-by   its  general   partners  and  in  stock               
companies and  closed stock  companies,  state-owned  (municipal)               
enterprises, agricultural  companies and  co-operative  companies               
(co-operatives) - by the Board (Board of Directors).                            
                                                                                
     For several  persons a  joint procuration may be granted. In               
such case they must act jointly.                                                
     The procurator  shall  not  be  authorised  to  perform  the               
following actions:  to sign  the balance  sheet and tax return of               
the company,  to declare  the company  bankrupt, to  sell it,  to               
grant procuracy, to admit trading partners.                                     
     The procuracy must be certified by a notary.                               
     The procuration may not be transferred to another person.                  
     The procuration  may be revoked by the person who granted it               
and in a limited partnership - by each general partner.                         
     The procuration may be revoked at any time.                                
                                                                                
     Article 15. Limitation of Procuration                                      
     The procuration  may be  limited by:  the affiliate  of  the               
company,  certain   spheres  of   company   activities,   certain               
circumstances, time  and place.  These limitations may be applied               
only in the internal relations of a company.                                    
                                                                                
     Article 16. The Beginning and Termination of                               
               Procuration                                                      
     In the internal relations of a company the procuration shall               
begin at the moment it is granted.                                              
     In the external relations of a company the procuration shall               
become effective only upon its registration.                                    
     The procuration shall cease to exist:                                      
     1) upon the termination of legal relations relative thereto;               
     2) it is revoked by a tradesperson;                                        
     3) the company terminates its operation;                                   
     4) when the ownership of the company changes hands. Upon the               
death of  the owner  of the  company the  procuration remains  in               
effect.                                                                         
     The  appropriate  record  in  the  established  register  of               
procuration  shall   be  considered   as   the   termination   of               
procuration.                                                                    
                                                                                
     Article 17. Procurator's Signature and Responsibility                      
     Undersign the  documents  in  the  name  of  the  firm,  the               
procurator must use the word per procuratione or p.p.                           
     If due  to the violation of the procuration the tradesperson               
incurs losses, the procurator must fully compensate for them.                   
                                                                                
                                                                                
                            Chapter 5                                           
                                                                                
                  Trade Representative (Agent)                                  
                                                                                
     Article 18. The Concept of Trade Representative (Agent)                    
     Trade representative  (agent) is  a businessman  who has his               
firm registered  and acts  as intermediary  for other businessmen               
when concluding  transactions or  who concludes such transactions               
on their  behalf. Trade  representative (agent) shall perform his               
functions under commission contract.                                            
     The tradeperson may, concurrently, be a trade representative               
(agent) if he has registered such firm.                                         
                                                                                
     Article 19. The Relations between the Trade                                
               Representative (Agent) and the Principal                         
     Trade representative  (agent) when acting as an intermediary               
and when concluding transactions must act in the interests of the               
principal.                                                                      
     The relations between a trade representative (agent) and the               
principal shall  be regulated  by the commission contract and the               
Republic of Lithuania Civil Code.                                               
                                                                                
     Article 20. The Obligations of a Trade Representative                      
               (Agent) upon Termination of a Contract                           
     A trade  representative (agent)  shall have  no right to use               
for  his   own  benefit   commercial  or  other  secrets  of  the               
principal's company entrusted to him or of which he learns in the               
course of dealing with him, or to reveal them to other persons.                 
     When concluding  a commission  contract, the principal shall               
have the  right to  request that  upon  the  termination  of  the               
commission contract,  the trade  representative (agent) would not               
compete with him. This stipulation shall apply only in respect to               
the goods  specified in  the contract  and in  the  territory  of               
representation. The  competition may  not be  restricted for more               
than  one   year.  During   the  entire   period  of  competition               
restriction, the  party being  represented shall  pay  the  trade               
representative (agent) compensation, the amount of which shall be               
determined at the onset of the commission agreement.                            
                                                                                
                                                                                
                            Chapter 6                                           
                                                                                
                      Trade Dealer (Broker)                                     
                                                                                
     Article 21. The Concept of Trade Dealer (Broker)                           
     A  trade   dealer  (broker)  is  a  businessperson  who  has               
registered a company and who, not having any permanent agreement-               
based connections  with, either  the buyer  or the  seller, shall               
mediate between them in the sale and purchase of goods.                         
                                                                                
     Article 22. Obligations of a Trade Dealer (Broker)                         
     Upon acquiescence  by the  parties to  form a  buy and  sell               
agreement, the  trade dealer  (broker) shall  prepare and furnish               
them with  a document  of this  agreement. The parties concerned,               
the object  of the  agreement, the type of goods, the amount, the               
price, the  term of  the delivery  of goods and other conditions,               
must be  indicated in  the document.  In the  event  one  of  the               
parties,  shall  renege  on  signing  the  document,  the  dealer               
(broker) shall immediately inform the other party.                              
     In instances when the goods are purchased and sold according               
to samples, which are given to the trade dealer (broker), he must               
protect these  samples, until such time as they shall be accepted               
and no claims shall be made regarding their quality.                            
     The  trade   dealer  (broker)   shall  not  be  tasked  with               
accounting for the goods sold.                                                  
     The trade  dealer (broker) must take care of a daily account               
log, and  shall register  therein, in  chronological  order,  all               
documents of  agreements entered  into, under  his  mediatorship,               
including all  the data  prescribed in Par.1 of this Article. The               
entries must be signed by him on a daily basis.                                 
     Upon request  by the parties, the trade dealer (broker) must               
present the  daily log,  indicating  everything,  that  has  been               
entered concerning the transaction he mediated. In the event of a               
court order,  the trade  dealer (broker),  must furnish the daily               
log. The  trade dealer's  (broker's) records  are  protected,  in               
keeping  with   the  general  requirements  of  account  document               
safekeeping.                                                                    
                                                                                
     Article 23. Liability of the Trade Dealer (Broker)                         
     For the non-compliance with the requirements established for               
the maintenance  of the daily log, administrative penalties shall               
be imposed on the trade dealer (broker).                                        
     Trade dealer  (broker) must indemnify for losses incurred by               
the parties through his fault.                                                  
                                                                                
     Article 24. The Brokerage (Courtage) for Mediation                         
     The services of a trade dealer (broker) shall be compensated               
for mediation  the compensation  as agreed by the parties. In the               
absence  of  such  agreement  the  parties  shall  pay  in  equal               
portions.                                                                       
                                                                                
                                                                                
                            Chapter 7                                           
                                                                                
                        Commission Agent                                        
                                                                                
     Article 25. The Concept of Commission Agent                                
     Commission agent  is a businessperson who has registered his               
concern and  assumes obligation  to sell,  in consideration for a               
commission, the  goods of  other persons  (consignors) in his own               
name, or upon their commission, to buy goods for them. Commission               
agent may  be employed  under open-end commission contract or may               
be commissioned to enter into one-time contract.                                
                                                                                
     Article 26. Regulation of the Relations between the                        
               Commission Agent and Consignor                                   
     Business relations  between the  commission  agent  and  the               
consignor shall  be regulated  by the Republic of Lithuania Civil               
Code and this Law.                                                              
                                                                                
     Article 27. Additional Activities of the Commission                        
               Agent                                                            
     If terms  for the  purchase of  goods are not established by               
the consignor,  the  commission  agent  may  sell  goods  to  the               
consignor from  his warehouses becoming in this way a seller. The               
commission agent  who was  commissioned by  the consignor to sell               
goods may  purchase said  goods himself  becoming in this way the               
buyer.                                                                          
     When  the   commission  agent   becomes  involved   in   the               
consignors' commission  to buy  or sell  goods, he  must  receive               
payment for the rendered services as it is done in cases when the               
services are rendered with the participation of third persons.                  
                                                                                
                            Chapter 8                                           
                                                                                
                  Contract of Sale and Purchase                                 
                                                                                
     Article 28. Offer to Conclude a Contract                                   
     Offer to  conclude a  contract is an offer to one or several               
specific persons  indicating the  conditions  requisite  for  the               
conclusion of  the contract provided that the attached conditions               
are sufficiently  express and  convey the  obligations assumed by               
the offeror.                                                                    
     The offer  to conclude a contract is sufficiently express if               
it specifies  the  goods  and  establishes,  either  directly  or               
indirectly, their  amount and price or provides for the procedure               
of establishing same.                                                           
     The offer  to conclude  a contract  which is  made generally               
shall be  considered only  as an  invitation to express an offer,               
unless the offeror directly provides otherwise.                                 
                                                                                
     Article 29. Effectiveness and Change of an Offer                           
     An offer  shall become effective when received by the person               
specified in the offer.                                                         
     The offeror of a contract may change the offer provided that               
the  offeree  receives  a  notice  of  its  change  prior  to  or               
simultaneously with the receipt of the offer.                                   
                                                                                
     Article 30. Revocation of the Offer                                        
     The offeror  may revoke  the offer if the offeree receives a               
notice of  revocation of  the offer  prior to  communicating  his               
acceptance.                                                                     
     The offer may not be revoked:                                              
     1) if the time for communicating acceptance is stipulated in               
the offer  or if  it  is  otherwise  stated  that  the  offer  is               
irrevocable; and                                                                
     2) if it was in the offeree's interest to consider the offer               
as irrevocable and the offeree acted accordingly.                               
                                                                                
     Article 31. Expiry of an Offer                                             
     An offer  to conclude  a contract  shall become  ineffective               
when  the  offeror  receives  a  notice  of  non-acceptance.  The               
provision shall  also apply  in the  cases  where  the  offer  is               
irrevocable.                                                                    
                                                                                
     Article 32. Acceptance of an Offer                                         
     Acceptance  of  an  offer  is  the  offeree's  communication               
thereof or  performance of  some other act expressing acceptance.               
Silence or  non-performance shall  not be deemed acceptance. Once               
acceptance becomes effective the offer shall become a contract.                 
     Acceptance of  an offer  to conclude a contract shall become               
effective  from   the  moment  the  offeror  receives  notice  of               
agreement.                                                                      
     Acceptance shall  not become  effective if  the offeror does               
not receive notice of agreement within the time stipulated in the               
offer. If  the time  is not  specified, the  parties shall act in               
accordance with  the circumstances  of the transaction, including               
the delivery  speed of  the means  of communication  used by  the               
offeror.                                                                        
     If, in  accordance with  the offer or following the practice               
or customs  established  in  the  mutual  relations  between  the               
parties, the  offeree may, without notifying the offeror, express               
his agreement  by performing  certain actions - shipping goods or               
paying money-  acceptance shall become effective upon performance               
of said  actions on  condition that they are performed within the               
time period specified in Pars. 2 and 3 hereof.                                  
                                                                                
     Article 33. Receipt of Acceptance                                          
     The statement  of acceptance  or  any  other  expression  of               
acceptance shall  be considered  to have  been  received  by  the               
offeror when  he is  notified  thereof  by  a  telegram,  instant               
communications  or   when  it  is  in  any  other  way  delivered               
personally to the offeror's company or to his registered address,               
or, if the offeror does not have a private business or registered               
address - to his permanent place of residence.                                  
                                                                                
     Article 34. Acceptance of Offer under other Conditions                     
     A response  to an  offer which has supplements, restrictions               
or other modifications attached to it shall be deviation from the               
offer and shall be treated as a new offer to conclude a contract.               
     If a  response to the offer contains conditions, supplements               
or variations  which have  no material effect on the terms of the               
offer, it  shall be  considered as  acceptance provided  that the               
offeror  does   not  without   undue  delay   express  objections               
concerning the  abovementioned variations  by  telegram,  instant               
communications or  in writing. If he expresses no objections, the               
offer terms  with modifications  attached to the acceptance shall               
become terms of the contract.                                                   
     The following  proposals by the acceptor shall be considered               
conditions having  a material  effect  on  the  offer:  proposals               
concerning the  prices, quality and quantity of goods and payment               
for them  and the  place and  time of their supply, the extent of               
one party's liability to the other or settlement of a dispute.                  
                                                                                
     Article 35. Beginning of the Acceptance Period                             
     The period  of acceptance  specified by  the  offeror  of  a               
contract in  a telegramme  or a  written note shall commence from               
the moment  of delivery  of the  telegramme or from the moment of               
posting of the letter which fact is confirmed by a postal seal on               
the envelope.                                                                   
                                                                                
                                                                                
     The period  of acceptance  stipulated by  the offeror  by  a               
telegramme,  teletype   or  other  instant  communications  shall               
commence from the moment of receipt of the offer.                               
     When calculating  the duration  of the period of acceptance,               
days of  national holidays  and days  off shall  not be excluded.               
However, in  the event  that the  notice of  acceptance cannot be               
delivered to  the offeree  on the  last day  of  the  established               
period, the  day being  a national  holiday or  a day  off in the               
location where  the offeror's commercial company is situated, the               
period shall  be extended  until the  first working day following               
thereafter.                                                                     
                                                                                
     Article 36. Late Acceptance                                                
     Late acceptance shall be effective provided that the offeror               
immediately notifies by a telegramme or instant communications or               
in writing of his agreement to recognise it.                                    
     Late acceptance  shall be effective if it was timely posted,               
but the offeror of the contract failed to immediately notify by a               
telegramme, or instant communications, or in writing of his offer               
having been revoked.                                                            
                                                                                
     Article 37. Revocation of Acceptance                                       
     Acceptance may  be revoked if the offeror receives notice of               
the revocation  prior  to  the  moment  or  at  the  moment  when               
acceptance is due to become effective.                                          
                                                                                
     Article 38. The Moment of Conclusion of a Contract                         
     A contract  shall be deemed concluded at the moment when the               
offer becomes effective pursuant to the requirements set forth in               
Article 32 of this Law.                                                         
                                                                                
     Article 39. Prices of Goods                                                
     The price  of goods  which are  being sold shall be fixed by               
agreement between  the parties,  with the exception of cases when               
the price is regulated by the State.                                            
                                                                                
     Article 40. Quality of Goods                                               
     The goods  which are  being  sold  must  correspond  to  the               
requirements  set   by  normative   documents  (norms,  technical               
conditions, standards,  samples, etc.),  except the  goods  which               
require no normative documents.                                                 
     The seller  must provide the buyer with detailed information               
concerning the  quality, safety, mode of use, guarantee period of               
goods.                                                                          
     Goods the use whereof may endanger human life, health or the               
environment may  be  sold  only  on  condition  that  the  seller               
possesses  documents  of  the  manufacturer  or  other  competent               
institutions certifying  to the  quality and safety of the goods.               
The list  of the goods shall be approved by the Government of the               
Republic of Lithuania or its authorised institution.                            
     Manufacturing and  trade companies  shall be prohibited from               
selling Lithuanian-made and imported goods, during the marking of               
which the  following has  not been  specified in the documents of               
their use or in contracts:                                                      
     the name of goods;                                                         
     the mark  of  the  declared  normative  document  (with  the               
exception  of   goods  for  which  normative  documents  are  nor               
required);                                                                      
     manufacturer's name and address; or                                        
     other requisites  of product  marking as  established by law               
and other standard acts.                                                        
     Responsibility for  the non-compliance with the requirements               
of normative  documents shall  be  established  by  the  Code  of               
Administrative Violations of Law of the Republic of Lithuania.                  
                                                                                
     Article 41. Acceptance of Goods                                            
     Acceptance of goods is the examination of their quantity and               
quality.                                                                        
     The buyer must accept goods:                                               
     from  transport  organisations  -  in  accordance  with  the               
effective transport regulations;                                                
     in other cases - in compliance with the regulations approved               
by  the  Government  of  the  Republic  of  Lithuania,  normative               
documents and requirements of the contract.                                     
                                                                                
     Article 42. Characteristics of a Retail Purchase and                       
               Sale Contract                                                    
     A purchase and sale contract shall be considered concluded:                
     1) when  the buyer  expresses agreement  to  purchase  goods               
offered by  the seller  and pays  for the  goods  immediately  or               
within the period agreed by the parties; or                                     
     2) when  the  seller  accepts  the  buyer's  order  for  the               
advertised goods.                                                               
     If the  goods sold  to the  buyer are not in conformity with               
the documents  regulating their  quality  or  conditions  of  the               
contract, the  buyer may  exercise the  rights established by the               
laws of the Republic of Lithuania.                                              
     By agreement  between the  parties additional obligations of               
the seller  may be provided for in the purchase and sale contract               
- protection  of sold goods, additional packaging, dispatches and               
other obligations.                                                              
     A retail  purchase and sale contract shall be performed when               
the seller delivers goods to the buyer and the buyer pays for the               
goods.                                                                          
                                                                                
     Article 43. Characteristics of a Wholesale Purchase and                    
               Sale Contract                                                    
     A wholesale  purchase and  sale contract  may be  long-term,               
short-term, and one-time.                                                       
     The following  must be established in wholesale purchase and               
sale contracts:                                                                 
     1) names, range, quantity and quality of goods to be sold;                 
     2) dates of shipment (transfer) of goods;                                  
     3) the price.                                                              
     In addition  to the  above obligatory terms of contract, the               
parties  may   also  include  the  following  provisions  in  the               
contract:                                                                       
     1) method  of transportation  (transfer) of goods, procedure               
and form of effecting settlement;                                               
     2) requirements  for the  tare and  packaging of  goods  and               
procedure and dates of the return of tare;                                      
     3)  liability   for  breach   of  contract   or   inadequate               
performance of contract; and                                                    
     4) other conditions.                                                       
     Wholesale purchase  and sale  contracts may also provide for               
other obligations  of the  seller which  are not related to trade               
activities (manufacture  of  intermediate  products,  leasing  of               
equipment, dispatching, etc.).                                                  
     A wholesale  purchase and  sale contract shall be considered               
performed on the day:                                                           
     1) when goods are shipped to a non-local receiver; or                      
     2) when  goods are  transferred in  the buyer's  or seller's               
warehouse.                                                                      
     Another procedure of the performance of contract may also be               
established by agreement between the parties.                                   
                                                                                
                            Chapter 9                                           
                                                                                
             Peculiarities of Commercial Competition                            
                                                                                
     Article 44. Unfair Commercial Competition                                  
                                                                                
     Unfair commercial  competition means  such  actions  of  the               
participants in  trade which  mislead the  buyers, are harmful to               
the business and name of other traders.                                         
     The actions  of unfair  competition and  responsibility  for               
them shall  be established  by the  Law  on  Competition  of  the               
Republic of Lithuania and this Law.                                             
     It shall  be prohibited  to offer, in pursuit of competitive               
goals,  or   promise  or  pay  remuneration  to  an  employee  or               
authorised person  of another  trade company  with an  intent  to               
secure that  the company  in an unfair manner buys goods from the               
seller or a third person.                                                       
     Employees or  authorised persons of trade companies shall be               
prohibited from  extorting or  taking remuneration  for  granting               
unfair privileges to another person who buys goods.                             
                                                                                
     Article 45. Unfair Competition through Commercial                          
               Advertising                                                      
     It shall be prohibited to emphasise fictitious exclusiveness               
of the trade company or goods.                                                  
     It shall  be prohibited to attract buyers by using forbidden               
means:                                                                          
     pestering a person with offers of goods or services;                       
     showing alleged  price reduction  in the  price-lists, price               
tags, shop windows or show-cases; or                                            
     appealing to prejudices and base instincts.                                
     An advertisement  must not  arouse fear  or  other  negative               
emotions, or  incite violence,  or cause  harm to human beings or               
environment.                                                                    
     Statements by  official or private persons or photographs or               
films showing  them may  not be  used in  commercial  advertising               
without the consent of the persons.                                             
                                                                                
     Article 46. Prohibition to Offer Added Value to a                          
               Purchased Product                                                
     It shall  be prohibited to offer or give, for the purpose of               
advertising, either  openly or  implicitly, either free of charge               
or for  a small  charge, added value in addition to the purchased               
product or service.                                                             
     Prohibitions set  forth in  this Article  shall not apply in               
the cases when:                                                                 
     1) advertising extras of small value on which the advertised               
company is specified are given in addition to the goods; or                     
     2) the extra is considered an accessory of the product or is               
a customary trade service.                                                      
                                                                                
     Article 47. Prohibition to Hold Public Sales of Goods                      
     Public sales  of goods  which are not in conformity with the               
customary trade  shall not  be permitted  in retail  trade if the               
objective of  the sales is to gain advantage over the competitors               
by producing  a misleading  impression upon the customers so that               
they would believe they are granted a special privilege.                        
     Public sales shall not be prohibited in the following cases:               
     1) when goods damaged by fire, flood, storm or other natural               
calamities are being sold;                                                      
     2) when,  upon coordination  with architectural and building               
institutions, a trade building is undergoing reconstruction;                    
     3) when  seasonal  sales  of  textiles,  clothes,  footwear,               
leather articles,  sports articles  and  other  goods  are  held.               
Autumn and  winter seasonal  sales may be held beginning from the               
last Monday of February, while spring and summer sales - from the               
last Monday of August; and                                                      
     4) when a trade company is being liquidated.                               
     The duration of public sales may not exceed 4 weeks.                       
                                                                                
     Article 48. Limitation of Dominance of a Trade Company                     
                                                                                
     A  trade   company  shall  be  considered  dominant  on  the               
geographical market  or on  the market  for a  product  when  its               
turnover constitutes 40% of the appropriate market turnover.                    
     If a  company is dominant on the market, its owners shall be               
prohibited from  establishing on  the  same  geographical  market               
another company  of the  type (retail  or wholesale  trade) or  a               
structural division until another founder establishes on the same               
market an analogous trade company or structural division.                       
                                                                                
     Article 49. Divulging Secrets of a Trade Company                           
     The owner (management) of a trade company shall acquaint the               
employees -  salespersons, auxiliary  staff or apprentices - with               
the  list   of  information   which  constitutes   the  company's               
commercial  secret.  During  the  period  of  duration  of  their               
employment contracts,  said employees  of the trade company shall               
be prohibited from divulging, either for personal benefit or with               
the intention  of causing harm to the owner of the trade company,               
commercial secret  entrusted  or  accessible  to  them.  A  trade               
company  employee   who  violates  the  above  requirements  must               
compensate the owner for the inflicted losses.                                  
                                                                                
     I promulgate  this Law  passed by the Seimas of the Republic               
of Lithuania.                                                                   
                                                                                
                                                                                
Algirdas Brazauskas                                                             
President of the Republic                                                       
                                                                                
Vilnius                                                                         
12 January 1995                                                                 
No.I-747