AGENCY AGREEMENT

Moscow city

"____"_________________.

“_________________________________________________________________________” (name of the Client), hereinafter “The Client”, in the person of ________________________________________________ (position, full name) acting on the basis of ________________________ (statutes, power of attorney, other basis), on the one hand, and “TSM”, Ltd. (“Incasso Holding”) hereinafter “The Agent”, in the person of General Manager, V.Stepanenko, acting on the basis of statutes, on the other hand, have concluded the present agreement as follows:

Clause 1

Subject of the Agreement

1.The Agent shall undertake to carry out legal and factual actions for the fee according to the Client's assignment on his behalf, aimed at maximum reducing of the payments debts or transfer of third persons' property (hereinafter, “the Debtor(s)”) to the Client.

2.The Client's Debtors are persons indicated in the reference submitted by the Client to the Agent.

3.In the Client's favour, on his behalf, the Agent shall perform the following legal and factual actions for achievement of the goals stipulated in point 1 of Clause 1 of this Agreement:
3.1 Conduct negotiations with the Debtor on behalf of the Client, and carry out proper actions aimed at repayment of the indebtedness of the Debtor to the Client;
3.2 Send letters, telegrams, claims to the Debtor or other persons, conduct other correspondence or meetings with the Debtor or his authorised representatives;
3.3 Conclude with the Client's Debtors a repayment agreements including compensation for termination of a contract (smart money);
3.4 When necessary, with the Client's written consent, submit, on behalf of the Client, statements of claim for exaction of amounts of indebtedness, debts, damages, penalties from the Debtors at the rate stipulated in the Agreement between the Debtor and the Client, and the current legislation of the Russian Federation, to regular courts and courts of arbitration. The volume of the Agent's authorities of presentation of the Client's interests in the judicial authorities shall be stipulated in a proper power of attorney issued to the Agent.

3.5 Present the Client during fulfilment of the legal acts rendered due to legal trials with the Debtor, namely:

carry out, on behalf of the Client, actions aimed at writing down the amount adjudged to the Client from the Debtor's accounts;
when necessary, appeal to a proper bailiff, on behalf of the Client, with an application for institution of an executory process against the Debtor for exaction of payment or other property adjudged to the Client;
effect control over the executory process against the Debtor for exaction of payment or other property adjudged to the Client;
receive from the Debtor, on his account, payments owing to Client;
gain property from the Debtor intended for transfer to the Client;
follow other Client's instructions.

Legal and factual actions carried out by the Agent in accordance with the present Agreement, on behalf of the Client, shall produce rights and obligations for the Client immediately.

4.The Client shall undertake to pay to the Agent the fee due under the present Agreement.

Clause 2

Terms, conditions, and order of fulfilment of the obligations under the Agreement

1.The Agent shall undertake to present the Clients interests with businessman's reasonable good faith.

2.The Agent shall be obligated:

to pass to the Client information obtained during execution of the Agreement, duly;
to effect control for observance of indebtedness repayment schedules and receipt of payments from the Debtor;
to carry out, on behalf of the Client, drawing up and transfer of necessary documents to the Debtor;

3.The Agent shall be obligated to observe the legislation that governs activity of commercial organisations, during his activity aimed at execution of the present Agreement.

4.The Agent shall undertake to secure preservation of cash or other property entrusted to him by the Client;

5.The Agent shall perform legal and factual actions comprising his responsibilities under the Agreement, on the basis of a power of attorney issued to him.

6.The Client shall be obligated:

to pass to the Agent, within three (3) days after conclusion of the present Agreement, calculation of the Debtor's indebtedness in writing, as well as information connected to the debt origin;
to pass to the Agent within the same terms the original copies of contracts, other documents (additional agreements, addenda, correspondence, waybills, invoices, etc.) that confirm amount and form of the Debtor's liability;
to issue powers of attorney provided by this Agreement, to the Agent;
to provide the Agent duly with available information necessary for fulfilment of the present Agreement;

to provide the Agent with full information connected with the Debtor's actions aimed at repayment of the debt to the Client immediately, including information concerning money resources or other property entered from the Debtor or third persons by the Debtor's directive, immediately in the Client's possession or to third persons connected with the latter. This notification shall be performed by the Client within three (3) days after the moment of conveyance of the money resources or other property carried out by the Debtor.

The Agent shall notice the Debtor in writing, via a telegram or a registered letter, about the fact of conclusion of the present agreement within three (3) days after the moment of its conclusion. The Agent shall forward to the Client a copy of the notice sent to the Debtor, attested by the post office, within three (3) days after the day of sending the notice.

Clause 3

Order of settlements under the Agreement

1.The Agent shall be empowered to receive from the Debtor money resources and other property being an object of the Debtor's liability to the Client.

2.The Agent shall monthly, not later than the 25th day of every month, pass any money resources and other property received by him as a result of fulfilment of this Agreement, to the Client, after deduction of the agency commission and expenditure to be compensated.

The date of execution of the Agent's obligation to pass to the Client money resources and other property received, shall be considered to be the day of transfer of the property said above to the account of the Client or other person indicated by the Client, or the day of actual passing of other property.

3.The Client shall independently, in accordance with points 3.1-3.2 of this clause, determine the amount and pay to the Agent the outstanding commission within three (3) bank days after the date of receiving any cash or other property from the Debtor. The Agent shall draw an invoice to the Client for the commission received.

In case of transfer of money resources and other property to the Agent, which are to be passed to the Client, the Agent shall independently, in accordance with points 3.1-3.2 of this clause, determine the amount of his commissions due, and deduct his commissions due under the Agreement, from the amount received, drawing an invoice to the Client for the amount deducted. The Agent shall be empowered for retention of property received from the Debtor and intended for transfer to the Client, until the Client has effected payment of the Agent's commission due.
3.1. The rate of the Agent's commission amounts to _____________________ % of any payments or cost of other property received by the Client from the Debtor, either immediately or through the Agent, as repayment of the principal debt by the Debtor, including compensation for termination of a contract (smart money) after conclusion of the present Agreement.
The commission rate is excl. 20% VAT
In addition to the Agent's commission due according point 3.1 of this Agreement, the Client shall pay to the Agent, after conclusion of the present Agreement, fee at a rate of 50% of payments or cost of other property received by the Client from the Debtor as penalty, forfeit, fine, surcharge, paid by the Debtor for failure to fulfil the obligation of payment of the principal debt. The fee amount is excl. 20% VAT.
3.2. If the Debtor effects payment of the debt (a part of the debt) or passes other property to the Client after expiration of this Agreement, and such the payment of the debt is connected with the Agent's actions, including actions with debt repayment documents signed through the Agent, the Client shall pay to the Agent a fee (commission) in the order and amount stipulated in the present Agreement.

4.Any settlements between the parties under the present Agreement are made in USD or RUR.

5.Expenditures incurred by the Agent during execution of his obligations under the Agreement, shall be compensated by the Client.

The Agent's expenditures that are to be compensated by the Client, include:

state and other charges and fees for appellation to the judicial authorities, paid by the Agent for the Client;
expenditures immediately associated with execution of judicial acts, including legal fees paid to the bailiffs;
expenditures for storage and maintenance of property passed to the Agent by the Debtor, and intended for transfer to the Client;

Compensation for expenditures incurred by the Agent shall be performed for account of payments of cost of other property received by the Agent from the Debtor and intended for transfer to the Client, or immediately by the Client, within fifteen (15) bank days after a appropriate invoice has been received from the Agent.

6.The Client shall not undertake to provide the Agent with means necessary for the Agent for fulfilment of his obligations under the Agreement.

7.After termination of the Agreement, the Agent shall pass to the Client, within five (5) bank days, all the available payments and/or other property belonging to the Client, but after deduction of the appropriate agency fee, the amount of which is determined in accordance with this Agreement.

Clause 4

Order of the Agent's reporting

The Agent shall submit to the Client monthly a report on the results of fulfilment of the agency undertaken by him. The report shall contain information concerning:

the results of the Agent's actions performed for the reporting period;
the progress in fulfilment of the Client's agency;
the amount of expenditures incurred by the Agent during fulfilment of the present Agreement;
the amount of payments and/or the structure and cost of the property actually received by the Agent from the Debtor;
the amount of commission (fee) deducted by the Agent.

Copies of documents drawn up by the Agent during fulfilment of the present Agreement for the reporting period, are attached to the report.

Clause 5

Responsibility

1.The parties are responsible for failure to fulfil or undue fulfilment of the obligations undertaken under this Agreement.

1.1 In case of failure to fulfil or undue fulfilment of the obligations to pass payments to the Client, the Agent shall pay to the Client a penalty for usage of improper money at a rate of 0.2% of the outstanding amount for every day of delay.
1.2 In case of failure to fulfil or undue fulfilment of the obligations to pay the fee to the Agent, the Client shall pay to the Agent a penalty for usage of improper money at a rate of 0.2% of the outstanding amount for every day of delay.

2.The parties shall be freed from responsibility for failure to fulfil or undue fulfilment of the obligations under the Agreement, if the failure has resulted from force-majeure circumstances.

Clause 6

Other provisions

1.The parties are responsible for securing confidentiality of documents, knowledge, experience, and results that has been agreed to be confidential. The parties shall secure observance of confidentiality terms by physical and legal persons made aware of those data by the parties during fulfilment of the Agreement.

2.The Agreement shall come into force after its signing and be valid for ten months.

3.In case of the Client's unilateral failure to fulfil his obligations under the Agreement, the Client shall compensate to the Agent the losses incurred by the latter in amount of 100% of the fee due under the present Agreement.

4.Conclusion of sub-agency agreements by the Agent is permitted. In case of substitution of the Agent's authorities by third persons, the Agent shall be responsible for actions of the sub-agents before the Client. The Agent is not authorised to include to a sub-agency agreement any provisions that affect the Client's rights under the present Agreement in whatever way. When concluding a sub-agency agreement, the Agent under the present Agreement shall be obligated to issue to the Sub-Agent a power of attorney for actions stipulated in the sub-agency agreement, which shall be duly attested and affirmed.

5.The Client is not empowered to conclude agreements similar to the present one, with third persons acting on the territory of the Russian Federation. In case of conclusion of an agreement, written or oral, the aims of which are similar to the aims of the present Agreement, by the Client with any third persons, the former shall pay a penalty to the Agent at a rate of 100% of the fee due under the present Agreement.

6.The Client's instructions sent by the latter via fax, shall be considered drawn up in writing, is such the instructions have been transmitted through a communication operator rendering to the Agent fax receiving and transmitting services.

SIGNATURES OF THE PARTIES

POWER OF ATTORNEY

“____” _________________ Moscow city

Hereby _____________________________ (name of the Client) (hereinafter referred to as “Truster”), in the person of ________________________ (position, full name of the head of the Client) acting on the basis of the Statute, authorises the “TSM” Limited Liability Company (“INCASSO Holding”) (hereinafter referred to as “Trustee”) to represent ________________ (name of the Client) before any third persons in connection with exaction of ___________________________ (name of the Debtor)'s indebtedness in amount of _____________________________________________ roubles to the Truster.

This power of attorney empowers the Trustee when acting on behalf of Truster:

to conduct negotiations, do the official correspondence with any third persons to achieve the goals the present power of attorney is issued for;

to conclude transactions with any third persons and/or perform appropriate actions aimed at achievement of the goals the present power of attorney is issued for;

to receive from third persons payments and/or other property for redemption of the Debtor's indebtedness to the Client;
to apply, should it be found reasonable, for the law machinery with claims;
to libel to arbitration courts, courts of referees, regular courts, and to change the ground or subject of an action;
to conclude amicable agreements, and to withdraw or abandon an action;
to obtain enforcement orders and documents;
to appeal juridical acts;
to submit enforcement orders and documents for exaction of payments, other property from third persons.