Republic of Lithuania                                     
                                                                                
                  LAW ON AGRICULTURAL COMPANIES                                 
                                                                                
                            Chapter 1                                           
                                                                                
                       General Provisions                                       
                                                                                
     Article 1. Objectives of the Law                                           
                                                                                
     This law  shall regulate  the formation, administration, and               
activities of  agricultural companies (hereinafter -- companies),               
the rights  and duties  of their  members, and  the formation and               
distribution of  the company  capital, as well as the liquidation               
of companies.                                                                   
                                                                                
     Article 2. Agricultural Companies                                          
                                                                                
     1. A  company shall  be  an  enterprise  formed  by  natural               
persons by joining their property into jointly owned property for               
production and commercial activities in agriculture.                            
     2.   A company  must have at least 2 members. There shall be               
no limit for the maximum number of members.                                     
     3.   A company  shall be  a legal person, an enterprise with               
limited liability. A company's property can be separated from the               
property of its individual members. The obligations  of a company               
shall be  met from  the company  capital. A  company shall not be               
liable for  the obligations of its members  when such obligations               
are incurred  by activities  not related to the activities of the               
company.                                                                        
                                                                                
     Article 3. The Name of a Company                                           
                                                                                
     1. A company shall have its own name (name of the firm). The               
name must  contain the  name of  the district (county) and either               
the words  "Agricultural Company"  or the  abbreviation of  these               
words "AC" (ZUB).                                                               
                                                                                
     2. A  company cannot have a name (name of the firm) which is               
identical to  that of  any enterprise  registered in the district               
(county). Disputes  over the  name of a company shall be resolved               
in court.                                                                       
                                                                                
     Article 4. A Company's Rights and Obligations                              
                                                                                
     1. A company shall have the right to:                                      
                                                                                
     1)  carry   on  production  and  commercial  activities,  as               
provided  in   the  company's  bylaws,  within  the  Republic  of               
Lithuania and beyond the boundaries of the Republic;                            
                                                                                
     2) have  accounts with  banking institutions of the Republic               
of Lithuania and other countries; and to have its own seal;                     
                                                                                
     3)   have subdivisions, subsidiaries and principal offices in              
the Republic of Lithuania and beyond its boundaries;                            
                                                                                
     4) establish  unions and  associations    of  companies  and               
cooperative companies and take part in their activities; (Amended               
23 December 1993)                                                               
                                                                                
       5)   buy  or otherwise acquire property which may be sold,               
rented, mortgaged and disposed of in any way;                                   
                                                                                
     6) conclude contracts, and lend (ownership capital only) and               
borrow sums of money or other property; (Amended 9 November 1993)               
                                                                                
     7) charge  prices, rates  and  tariffs  for  its  resources,               
products,  or   services,  except   in  cases  where  prices  are               
controlled by the State;                                                        
                                                                                
     8) liquidate  or reorganise  the company  in accordance with               
the procedure established by its bylaws; and                                    
                                                                                
     9) assess  (reappraise) the  company property.  (Amended  23               
December 1993)                                                                  
                                                                                
     2. A  company  may  also  have  other  property  rights  and               
obligations not  stipulated in  this Law,  provided they  do  not               
contradict the  laws of  the Republic of Lithuania and the bylaws               
of the company.                                                                 
                                                                                
     3. Companies shall not have the right to issue shares.                     
                                                                                
     4. In  its production and activities, a company must observe               
the laws  of the  Republic of  Lithuania and  the bylaws  of  the               
company.                                                                        
                                                                                
                            Chapter 2                                           
                                                                                
                     Formation of a Company                                     
                                                                                
     Article 5. The Founders of a Company                                       
                                                                                
     Natural persons  of the  Republic of  Lithuania, as  well  as              
foreign nationals  who are forming companies with legal persons of              
the Republic of Lithuania, may be founders of a company.                        
                                                                                
     Article 6. Ways of Forming a Company                                       
                                                                                
     A company  may  be  formed  by  founding  a  company  or  by               
reorganising the  existing legal  person in  accordance with this               
and other  laws of the Republic of Lithuania and standard acts of               
the Government.                                                                 
                                                                                
     Article 7. The Company's Founding Documents                                
                                                                                
     A company's  founding documents  shall  be:    the  founding               
agreement,  the   list  of   its  members,  the  minutes  of  the               
organisation meeting,  the founders'  application concerning  the               
activities, and the bylaws of the company.                                      
                                                                                
     Article 8. Preparation for the Founding of a Company                       
                                                                                
     1. The  founders of  a company  (at least  2 legally  capable              
natural persons) shall draw up the founding agreement and the list              
of persons  who wish  to be members of the company, as well as the              
company's bylaws.                                                               
                                                                                
     2. The  founding agreement  must specify  the procedure  for               
accepting contributions  and  the  persons  responsible  for  the               
receipt thereof. The company's founders shall establish the place               
and  time   for  accepting   contributions  and   shall   appoint               
representatives for convening the organisation meeting.                         
                                                                                
     3.  The  list  of  the  company  members  must  contain  the               
following:                                                                      
                                                                                
     1) the  serial number, and the member's first and last names,              
year of birth, and address;                                                     
                                                                                
                                                                                
     2)   the amount of the contribution received from the member               
(the amount  must not be less than the nominal value specified in               
Par. 4 of Article 14); and                                                      
                                                                                
     3) the member's signature.                                                 
                                                                                
     4.  The   representatives  shall   control  the  payment  of               
contributions,  provide   conditions  for   the  members  to  get               
acquainted one  week prior  to the  organisation meeting with the               
compiled list  and drafts  of other  documents, and  convene  the               
organisation meeting.                                                           
                                                                                
     Article 9. The Organisation Meeting                                        
                                                                                
     1. The  organisation meeting shall be convened no later than               
1 month from the day of the signing of the founding agreement.                  
                                                                                
     2. Members  who have  made contributions amounting to no less              
than the  amount specified in Par. 4 of Article 14 shall take part              
in the organisation meeting with the right of decisive vote.                    
                                                                                
     3. The  organisation meeting shall be valid when more than a               
half of  the members  included in  the list  participate therein.               
Decisions shall  be adopted by 2\3 majority vote. Upon failure to               
convene the  organisation meeting,  a  repeat  meeting  shall  be               
convened within  10  days.  Upon  failure  to  convene  a  repeat               
organisation meeting,  the  founding  of  the  company  shall  be               
terminated. (Amended 23 December 1993)                                          
                                                                                
     4. The  organisation  meeting  shall  adopt  the  resolution               
concerning  the  founding  of  the  company,  shall  approve  the               
founders' report,  shall adopt  the company's bylaws, shall elect               
members of  the company's  board and the auditing commission (the               
auditor), and shall approve the salaries of the employees of said               
bodies.                                                                         
                                                                                
     5. The  minutes of  the organisation meeting shall be signed               
by the  chairperson and  secretary of  the meeting.  (Amended  23               
December 1993)                                                                  
                                                                                
     Article 10. The Founders' Report                                           
                                                                                
     The founders  shall draw  up a  report for  the organisation               
meeting which shall state:                                                      
                                                                                
     1) the founders' first and last names and passport data;                   
                                                                                
     2) the company's name and objectives of activities;                        
                                                                                
     3) the amount of the company's initial contributions;                      
                                                                                
     4)  the  procedure  for  receiving  and  assessing  personal               
property; and                                                                   
                                                                                
     5) founding expenses.                                                      
                                                                                
                                                                                
     Attached to  the report shall be the details of the received               
personal property.                                                              
                                                                                
                                                                                
     Article 11. Company's bylaws                                               
                                                                                
     1. The company bylaws must state:                                          
                                                                                
                                                                                
     1) the  name of the company and the address of the principal               
office. The  principal office must be located on the territory of               
the Republic  of Lithuania, in the place of permanent location of               
the board (administration);                                                     
                                                                                
     2) the  company's purpose, type of activities, and period of               
functioning;                                                                    
                                                                                
     3) the  procedure for  increasing and reducing the company's               
fixed capital,  changing the  amount of  shares, and returning or               
transferring shares  to the  members of the company as well as to               
other persons;                                                                  
                                                                                
     4) property  and labour  relations of  the company  and  its               
members;                                                                        
                                                                                
     5)  the  organisational  and  management  structure  of  the               
company, the  procedure for  electing the  board (administration)               
and the  auditing  commission  (auditor),  and  their  respective               
rights and obligations;                                                         
                                                                                
     6) matters  within the  competence of  the members' meeting,               
the procedure for convening the meeting and the voting procedure;               
                                                                                
     7) the  procedure for  fixing the  workpay and the rules for               
distributing dividends; (Amended 23 December 1993)                              
                                                                                
     8) the  procedure for  forming the  capital reserve fund and               
other funds; and                                                                
                                                                                
     9)  the  procedure  for  reorganising  and  liquidating  the               
company and for distributing the property among the members.                    
                                                                                
     2. The  bylaws may  also contain  other rules  which do  not               
contradict the laws of the Republic of Lithuania.                               
                                                                                
     Article 12. Registration of the Company                                    
                                                                                
     1. Within  one month  of the  day   the organisation meeting               
adopts  the   decision  to   form   a   company,   the   founders               
(representatives)  shall  file  an  application  with  the  local               
government to register the company in the Enterprise Register.                  
                                                                                
     2. Attached  to  the  application  shall  be  the  company's               
founding documents specified in Article 7 of this Law, as well as               
a certificate testifying to the payment of the registration fee.                
                                                                                
     3. Disputes  concerning the  registration of a company shall               
be resolved in court.                                                           
                                                                                
                                                                                
                            Chapter 3                                           
                                                                                
                      Capital of a Company                                      
                                                                                
     Article 13. Capital of a Company                                           
                                                                                
     1. A  company's  capital  shall  consist  of  the  ownership               
capital and the loan capital.                                                   
                                                                                
     The company  ownership capital  shall be  formed out  of the               
contributions of the members and the profit of the company.                     
                                                                                
     The company  shall use  state and private land in accordance               
with the laws of the Republic of Lithuania.                                     
                                                                                
     2. Ownership  capital shall  consist of   fixed  capital and               
capital reserve fund.                                                           
                                                                                
     Fixed  capital   shall  be   formed  out   of  the  members'               
contributions, annual  profit deductions, and other income. Fixed               
capital shall be used for the current activities of the company.                
                                                                                
     The capital  reserve   fund shall  be formed  out  of  annual              
mandatory profit  deductions. The  capital reserve   fund shall be              
used to cover unforeseen expenses and losses.                                   
                                                                                
     3. Loan capital shall be formed from credit.                               
                                                                                
     Article 14. Shares of Company Members                                      
                                                                                
     1. Shares shall be the property or non-property contribution               
of the  company members  entitling them  to  participate  in  the               
activities of the company and to receive a portion of its profit.               
                                                                                
     2. Members  of a  company may contribute their share in sums               
of money,  in material  and other values which are transferred to               
the ownership  of the  company, and  in products  of intellectual               
activity.                                                                       
                                                                                
     3. Non-monetary  share contributions   shall be assessed and               
approved pursuant  to the  procedure established in the company's               
bylaws.                                                                         
                                                                                
     4. The value of the minimum share contribution of the company              
member shall be 100 litas.                                                      
                                                                                
     5. By  the end  of the  year and  upon approving  the annual               
account of  the company,  the increase  (reduction) of  the fixed               
capital shall  be distributed  among the members in proportion to               
the value of their respective shares. The increase (reduction) of               
assets which  is produced by the reappraisal of property shall be               
distributed in  proportion to  the value  of shares.  (Amended 23               
December 1993)                                                                  
                                                                                
     6. The shares and their annual increase (reduction) shall be               
registered in  the accounting documents of the members' property.               
The members  shall be    entitled  at  any  time  to  familiarize               
themselves with  the documents  of  property  accounting  and  to               
receive extracts therefrom.                                                     
                                                                                
     7. Shares  may not  be sold  or purchased  through  exchange               
establishments or at auctions. (Amended 3 February 1993)                        
                                                                                
     8. Upon returning a person his/her share or its part in kind               
or in  cash, the fixed capital of the company shall be reduced by               
the amount equivalent to the value of the returned share.                       
                                                                                
     Article 15. Increasing the Fixed Capital of a Company                      
                                                                                
     The fixed  capital  of  a  company  shall  be  increased  as               
follows:                                                                        
                                                                                
     1) by admitting new members into the company;                              
                                                                                
     2) by  including [into  the  fixed  capital]  a  portion  of               
balance profit;                                                                 
                                                                                
     3) by  receiving from the members additional contributions to              
their respective shares;                                                        
                                                                                
                                                                                
     4) upon  the increase  of the  value of constituent parts of               
the fixed capital; and                                                          
                                                                                
     5) by  reappraising the  property (in  the event that it has               
increased). (Amended 23 December 1993)                                          
                                                                                
     Article 16. Reducing the Fixed Capital of a Company                        
                                                                                
     The fixed capital of a company shall be reduced as follows:                
                                                                                
     1) paying  out or  returning the  member's share  or a  part               
thereof;                                                                        
                                                                                
     2) deducting  from the  fixed capital  losses which  are not               
covered from the capital reserve fund;                                          
                                                                                
     3) upon  the decrease  of the  value of constituent parts of               
the fixed capital; and                                                          
                                                                                
      4) by reappraising the property (in the event that it has                 
             decreased).  (Amended 23 December 1993)                            
                                                                                
                            Chapter 4                                           
                                                                                
                      Profit and Dividends                                      
                                                                                
     Article 17. Distribution of a Company's Profits                            
                                                                                
       1.  The profits  of a company must be distributed within 2               
months of the end of the business year.                                         
                                                                                
     Resolutions concerning  the distribution of profit adopted by              
the meeting of a company's members must state:                                  
                                                                                
     1) the anticipated profit;                                                 
                                                                                
     2) mandatory payments from profit;                                         
                                                                                
     3) deductions into the capital reserve  fund;                              
                                                                                
     4) the part of profit assigned for employee bonuses;                       
                                                                                
     5) deductions for the increase of the fixed capital; and                   
                                                                                
     6) dividends.                                                              
                                                                                
     2. Annual  deductions into  the capital  reserve  fund shall               
amount to  no less  than 2 percent of the profit. Deductions into               
the fund  shall be made until the capital reserve fund amounts to               
no less  than 10  percent   of the  value of  the fixed  capital.               
(Amended 23 December 1993)                                                      
                                                                                
     Article 18. Dividends                                                      
                                                                                
     1. Dividends  are the portion of the profit allocated to the               
members in proportion to the value of their shares.                             
                                                                                
     2. Dividends announced by the meeting of the company members               
shall be  the company's  liabilities to  the members. The members               
shall have  the right  as creditors  to recover  from the company               
dividends due the them.                                                         
                                                                                
     3. It  shall be  prohibited to  announce  and  pay  out  the               
dividends:                                                                      
                                                                                
     1) if the company is insolvent; or                                         
                                                                                
     2) if,  upon satisfying  its liabilities  and paying out the               
dividends, the company would become insolvent.                                  
                                                                                
     4. A company shall pay out dividends to its members in cash.               
On the  decision of  the meeting  and with  the member's consent,               
dividends may be issued in material values.                                     
                                                                                
     5. The  company may  not recover  dividends from its members               
which were  paid out  to them,  except for  cases when the member               
knew or  should have  known that the dividends were announced and               
paid out  in violation  of the  requirements set  forth in Par. 3               
hereof.                                                                         
                                                                                
                                                                                
                            Chapter 5                                           
                                                                                
              Rights and  Duties of Company Members                             
                                                                                
     Article 19. The Rights and Duties of Company Members                       
                                                                                
     1. Company  members shall  have property  and personal  non-               
property rights  and duties as provided for in this Law and other               
laws of  the Republic  of Lithuania,  as well as in the bylaws of               
the company.                                                                    
                                                                                
     2. Company  members may  transfer their share or part thereof              
to another  member of  the company  or third person by purchasing-              
selling, giving  as a  gift,  or  inheriting,  or  by  other  ways              
according to  the procedure  established by  this Law.  The  chief              
executive of a county (township) shall be permitted to approve the              
contract on  the transfer  of a  share or its portion (in cash) to              
another member  of the  company or  to a third person. The fee for              
the approval  of such contracts shall amount to 0.5 percent of the              
value of the transferred share. (Amended 3 February 1993)                       
                                                                                
     Upon the  establishment of  a company, a person who inherits,              
purchases, receives  as a  gift, or in any other manner acquires a              
share of  the company  member or  a part  thereof shall  become  a              
member  of   the  company  only  after  having  been  admitted  to              
membership of  the company  by the meeting of the company members.              
Should the  meeting refuse  admitting to  company  membership  the              
person who  has acquired a share, payments to such person shall be              
effected in  the manner  and terms  established in  this Law for a              
withdrawing member.(Amended 23 December 1993)                                   
                                                                                
     3. Company  members shall  have the  right  of  priority  to               
employment in the company.                                                      
                                                                                
     4. The labour relations of company members and hired persons               
with the  company shall be regulated by the Law on Employment and               
by other labour laws.                                                           
                                                                                
     5. Every  member of the company shall be entitled to request               
that the bylaws of the company be amended or supplemented.                      
                                                                                
     6. Members  shall have  the right  to familiarize themselves               
with the  accounting balance  sheet of the company and the profit               
and loss  statement, and  to verify whether they actually reflect               
the original documents.                                                         
                                                                                
     7. When  adopting a decision at a meeting, each member shall               
have one vote.                                                                  
                                                                                
     Resolutions shall be adopted by simple majority vote, unless               
this Law  or the  bylaws  of  the  company  provide  for  another               
procedure. During  the adoption  of  a  decision  concerning  the               
expulsion of  a member  from the  company, that  member shall not               
have the right to vote.                                                         
                                                                                
     8. Disputes  between the  members and the company concerning               
property and non-property interests shall be resolved in court.                 
                                                                                
     Article 20. Termination of Membership                                      
                                                                                
     1. Membership shall be terminated upon:                                    
                                                                                
     1) the member's death;                                                     
                                                                                
     2) the member's withdrawal from the company; and                           
                                                                                
     3) expulsion of the member from the company.                               
                                                                                
     2. A  member shall withdraw from the company by submitting a               
written application.                                                            
                                                                                
     3. In all cases, members shall be entitled to the receipt of               
their share either in cash or in kind, which the company must pay               
out. On  withdrawing from a company, members shall have the right               
to regain  their real property, including land. (Amended 23 April               
1992)                                                                           
                                                                                
     A member   withdrawing  from a  company and  establishing  a               
private  farm   or  a   group  of  members  establishing  another               
agricultural enterprise  shall have the right to receive from the               
company a certain portion of property, either in kind (machinery,               
cattle, currents  assets or other property in proportion to their               
respective shares  and the value structure of the elements of the               
company property)  or in  cash according  to the procedure and in               
the time  period established   in the company bylaws. (Amended 23               
December 1993)                                                                  
                                                                                
     Other conditions of a member's withdrawal from a company and               
the terms  of settling accounts with him/her shall be established               
in the company's bylaws.                                                        
                                                                                
                                                                                
     4. In  the  cases  when  land  (in  excess  of  3  hectares)               
belonging to  a company  member by ownership right is restored to               
him or  his family member, or when a company member takes land on               
lease and  establishes a private farm, or sells, donates, or lets               
the land  on lease  or in  any other way conveys it to his family               
members or  other persons,  refusing to  let it  on lease  to the               
company, the  decision  concerning  further  membership  of  such               
person in the company shall be adopted at the next meeting of the               
company members. (Amended 23 December 1993)                                     
                                                                                
     5. A  member who  violates the duties established by this Law              
and the  company's bylaws  may be  expelled from  the company by a              
resolution adopted  at a meeting. Resolutions concerning expulsion              
may be appealed in court.                                                       
                                                                                
     6. Property  shall be  returned  to    the  expelled  member               
according to  the procedure  and terms  which are applicable to a               
withdrawing member.                                                             
                                                                                
                                                                                
                            Chapter 6                                           
                                                                                
               The Structure of Company Management                              
                                                                                
     Article 21. Managing Bodies of the Company                                 
                                                                                
      The  managing bodies  of a  company shall be the meeting of               
the members and the board (administration).                                     
                                                                                
     On the  decision of the meeting, the board of the company may              
not be  formed. Its functions shall be fulfilled by the meeting of              
the members  and the  head  of  the  administration  (chairperson,              
director). (Amended 23 December 1993)                                           
                                                                                
     Article 22. The Meeting of the Members of the Company                      
                                                                                
     1. The  meeting shall  be the  supreme managing  body of the               
company.                                                                        
                                                                                
     2. The meeting shall have the right to:                                    
                                                                                
     1) amend and supplement the bylaws of the company;                         
                                                                                
     2) admit  new members  to and  expel them  from the company;               
(Amended 23 December 1993)                                                      
                                                                                
     3) consider the work of the board of the company, approve the              
yearly account  of the  economic activities,  and  distribute  the              
profit;                                                                         
                                                                                
     4) reorganise  or liquidate  the company  or merge  it  with               
another company;                                                                
                                                                                
     5) elect  or dismiss  members of  the   board or the auditing              
(auditors') commission,  employ members of the administration, fix              
the salaries of the staff of the company's managing body;                       
                                                                                
     6)   establish   or   close   down   structural   units   or               
representative offices of the company;                                          
                                                                                
     7)   approve    the   appraisal    of   non-monetary   share               
contributions; --- Revoked (23 December 1993)                                   
                                                                                
     8)  settle   all  other   issues  concerning  the  company's               
activities.                                                                     
                                                                                
     3. The  meeting shall  be convened  every year  by the  board              
(administration) of  the  company within 2 months after the end of              
the business year.                                                              
                                                                                
     4. The  board (administration)  of the company shall convene               
unscheduled meetings  on its  own initiative or at the request of               
the auditing  commission (auditor),  or on the written request of               
1/4 of  the company  members. The  meeting of  the members of the               
company must  be convened within 10 days of the submission of the               
request.                                                                        
                                                                                
     5. The  meeting shall  be valid  if more  than   half of the               
company members  take part therein. Decisions shall be adopted by               
simple  majority   vote.   Decisions   concerning   the   merger,               
reorganisation, or liquidation of a company shall be adopted by a               
2/3 majority vote.  (Amended 23 December 1993)                                  
                                                                                
       For   adopting  the  bylaws  of  the  company  and  making               
amendments thereto,  as well as for the merging or liquidation of               
the company,  participation  of  2/3  of  the  members  shall  be               
required. Decisions shall be adopted by a 2/3 majority vote.                    
                                                                                
     6. Voting  at the  meeting shall be open, with the exception               
of cases  when 1/4 of the members or the company's bylaws require               
voting by secret ballot.                                                        
                                                                                
     Article 23. Member Participation at the Meeting                            
                                                                                
     1. The members of the company may participate in the meeting               
personally or  through their  proxies according  to the procedure               
established in the bylaws of the company.                                       
                                                                                
     2. Hired  members of the administration shall have the right               
to take part in the meeting without the right to vote.                          
                                                                                
     Article 24. The Executive Body of the Company                              
                                                                                
     1. The  activities of  the company  shall be directed by the               
board, elected from an odd number of company members.                           
                                                                                
     The members  of the  board  and  its  chairperson  shall  be               
elected for  a no  longer than 4-year period and, when necessary,               
shall be  removed from  office by  the  meeting  of  the  company               
members in  accordance with  the procedure specified in part 6 of               
Article 22 of this Law.  (Amended 23 December 1993)                             
                                                                                
                                                                                
     2. When  the board  is not  formed, the  meeting of   members              
shall appoint  the head of the administration (administrator) from              
the members  of the  company. The head of the administration shall              
be appointed  in the  same manner as the chairperson of the board.              
(amended 23 December 1993)                                                      
                                                                                
     3. The executive body shall direct production and commercial               
activities and  shall manage the affairs of the company according               
to  the  procedure  established  in  the  company's  bylaws.  The               
procedure of work of the executive body and the duties and powers               
of its  employees shall  be established by the rules of the board               
(administration) approved by the meeting of members.                            
                                                                                
                                                                                
                            Chapter 7                                           
                                                                                
        Company Accounting and Control of Company Affairs                       
                                                                                
     Article 25. Company Accounting                                             
                                                                                
     Companies  shall   independently  manage   their   accounting              
according to  the accounting  procedure established by the laws of              
the Republic  of Lithuania. Companies shall have the right to keep              
information concerning  their production and commercial activities              
secret.                                                                         
                                                                                
     Article 26. Bodies of Control of the Company                               
                                                                                
     1. Control  over the company's activities shall be exercised               
by the auditing commission (auditor).                                           
                                                                                
     2. The auditing commission (auditor) shall be elected at the               
meeting of  the company  members for   a  term of  no more than 4               
years. (Amended 23 December 1993)                                               
                                                                                
     3. Members  of the  auditing commission (auditor) may not be               
members of the executive body of the company.                                   
                                                                                
     Article 27. The Auditing Commission                                        
                                                                                
     1. The auditing commission (auditor) must:                                 
                                                                                
     1) check  the company's annual balance sheet, other documents              
of accounting and activities; and                                               
                                                                                
     2) during  the meetings  of the company members and sittings               
of the  executive body, report all  violations established in the               
activities of the company.                                                      
                                                                                
     2. By  the end of the business year and two weeks before the               
meeting of  the company  members, the board (administration) must               
notify the  auditing commission that the company's annual account               
and balance  sheet have been drawn up and that the commission may               
check the documents.                                                            
                                                                                
     3. In  their report  the auditing commission (auditor) shall               
present findings to the meeting of the company members concerning               
the annual  account, balance  sheet  and  the  condition  of  the               
company.                                                                        
                                                                                
     4. When  checking the activities of the company, the auditing              
commission (auditor) may summon experts.                                        
                                                                                
     Article 28. Responsibility of the Members of a Company's                   
               Executive Body                                                   
                                                                                
     1. Every  member of a company's board (administration) shall               
be responsible  for damage  inflicted on  the company  by his/her               
faulty actions.                                                                 
                                                                                
     2. Members of the executive body must jointly compensate for               
losses sustained  by the  company because  of incorrect decisions               
adopted in  violation of the company's  bylaws or the laws of the               
Republic of Lithuania.                                                          
                                                                                
     3. On  the decision  of the  meeting of the company members,               
the company shall take an action against its officers.                          
                                                                                
                                                                                
                            Chapter 8                                           
                                                                                
              Termination of a Company's Activities                             
                                                                                
     Article 29. Grounds for the Termination of a Company's                     
               Activities                                                       
                                                                                
     1. The activities of a company shall be terminated:                        
                                                                                
     1) upon  the expiration  of the  established period  of  the               
company's activities;                                                           
                                                                                
     2) upon the decision of the meeting of the company members;                
                                                                                
     3) if the company goes bankrupt;                                           
                                                                                
     4) if state management bodies adopt a decision to revoke the               
registration of  the company  for violations  of the  law in  the               
cases established by law;                                                       
                                                                                
     5) when the court satisfies the claim of the local government              
bodies concerning the termination of a company's activities in the              
event that  the company  disregards the  notice and  continues  to              
flagrantly violate the laws of the Republic of Lithuania; and                   
                                                                                
     6) in other cases provided for in the bylaws of the company.               
                                                                                
     2. Termination  of a company's activities shall be registered              
in  the manner established by law.                                              
                                                                                
     Article 30. Liquidation of a Company                                       
                                                                                
     1.  The   procedure  for  liquidating  a  company  shall  be               
regulated by  this Law,  other laws of the Republic of Lithuania,               
and the bylaws of the company.                                                  
                                                                                
     2.   A   company   shall   be   liquidated   by   the   board              
(administration), who  shall become the liquidator of the company.              
The meeting  of the  company members  shall have the right, at its              
own discretion  and at  the request  of  the  creditors  or  state              
management bodies,  to chose  other liquidators, to remove them at              
any  time,  and  to  elect  new  liquidators.  Upon  electing  the              
liquidators, the board (administration) shall terminate its powers              
and its functions shall be taken over by the liquidators.                       
                                                                                
     3. Upon  the appointment  of liquidators,  the company shall               
acquire the status of a company under liquidation.                              
                                                                                
     4. In  the event  that disputable  liabilities emerge during               
liquidation, a  corresponding sum  shall be  allocated  from  the               
company assets  and shall be placed on the deposit account of the               
notary's office.                                                                
                                                                                
     Article 31. Rights and Duties of Liquidators                               
                                                                                
     1.  When   commencing  and   terminating  liquidation,   the               
liquidators shall  draw up  the accounting  balance sheets of the               
company.                                                                        
                                                                                
     2. The  liquidators shall  conclude  the  company's  current               
commercial-economic  activities,   ascertain  the  creditors  and               
debtors of  the company,  and, as necessary, auction the property               
remaining after  the discharge  of liabilities  and  satisfy  the               
creditors' claims.                                                              
                                                                                
     Article 32. Procedure for the Liquidation of a Company                     
                                                                                
     1. The liquidators shall publicly announce in the press that               
the company  is being liquidated two times with an interval of 15               
days, and  shall notify  every member  of the company in writing.               
The creditors'   requests  and claims  shall be  accepted  for  3               
months from  the day  of the  second announcement of liquidation.               
Upon the  expiration of  the period, creditors who failed to file               
their claims  shall lose  their right  to demand that the adopted               
plan for  the distribution  of the  company  assets  be  changed.               
(Amended 23 December 1993)                                                      
                                                                                
     2. During  liquidation a  company shall retain the rights of               
legal person;  however, the  words "under  liquidation" shall  be               
added  on   the  requisite   of  the  company.  A  company  under               
liquidation may  only conclude contracts which are connected with               
its liquidation.                                                                
                                                                                
     3. The  liquidators must present a resolution to the officer               
of the  Enterprise Register  concerning the  liquidation  of  the               
company. Attached  to the  report shall  be  the  record  of  the               
meeting, as well as the first and last names and addresses of the               
liquidators.                                                                    
                                                                                
      4.  The members  of the  company may  not be paid out their               
share of  property until  the creditors' demands and other claims               
are satisfied.  The company  shall begin to satisfy the claims of               
the creditors only after paying state taxes.                                    
                                                                                
      5. If, after the discharge of liabilities to the creditors,               
disputes  concerning  the  remaining  property  arise  among  the               
members,  the  liquidators  shall  suspend  the  distribution  of               
property. Disputes between members of a company under liquidation               
as well  as their  disputes with the liquidators shall be settled               
in court.                                                                       
                                                                                
     6. The  liquidators shall  conclude  all  of  the  company's               
current affairs: they shall, according to the procedure and under               
the terms established by the meeting of the company members, sell               
the company's property, deposit with the cash department sums due               
to the company from debtors, pay debts, satisfy other claims, and               
distribute the  balance of the amount among the former members of               
the company.                                                                    
                                                                                
     7. At  the date  fixed by the meeting of the company members,              
the liquidators  must present  to the  meeting an account of their              
activities; upon  terminating the liquidation they must present an              
account covering the entire liquidation period.                                 
                                                                                
     8. Upon  adopting a  decision concerning  the termination of               
the company's  activities, the meeting of the company members may               
charge one  of the  liquidators to  exercise control over all the               
income and other property of the company.                                       
                                                                                
     9. Upon  the termination of the activities of a company, the               
liquidators or  the trustee  shall present  to the officer of the               
Enterprise Register  accounts of  the  received  income  and  the               
appropriation thereof, as well as the company liquidation act.                  
                                                                                
     10.  The  documents  of  the  liquidated  company  shall  be               
deposited with  the local  government to  be kept  for a  10 year               
period. Former  members of the company and their heirs shall have               
the right  of access  to the  documents kept  in custody   and to               
receive copies thereof.                                                         
                                                                                
     Article 33. Liability of the Liquidators                                   
                                                                                
     Upon failing  through their  own fault to fulfill the duties               
charged to  them according  to laws,  the company's  bylaws,  and               
resolutions  of   the  meeting   of  the   company  members,  the               
liquidators of the company shall be liable for inflicted losses.                
                                                                                
Vytautas Landsbergis                                                            
President                                                                       
Supreme Council                                                                 
Republic of Lithuania                                                           
Vilnius                                                                         
16 April 1991                                                                   
No. I-1222