Articles of Association
setting up Closed Joint Stock Company .........
April ..., 2006 Moscow

............................ Ltd. (OGRN ..................., INN ..................., official address: Russian Federation, Moscow, ..............................) and Open Joint Stock Company ....................(OGRN .........................., INN .............................., official address: Russian Federation, ...............Autonomous Territory, .................. Rayon, ul. ...................., 2), hereinafter referred as the Founder Shareholders, upon consideration of the possibilities of joining their potential for the purpose of deriving profit, and guided by the provisions of the Civil Code of the Russian Federation and Federal Law of the Russian Federation dated December 26, 1995 no. 208-FZ On Joint Stock Companies, have concluded this agreement on the following:
(1) To set up Closed Joint Stock Company ................(hereinafter referred to as Company).
(2) To approve the Charter of the Company (hereinafter referred to as the Charter)
(3) To determine the following as the Company fields of activity:
– regional geological investigation/prospecting, including regional geological and geophysical surveys, geological investigation, engineering and mineral exploration operations, scientific research, and other operations in the framework of general geological investigation of the subsurface;
– geological investigation, including but not limited to, prospecting for and appraisal of mineral reserves, including gold, silver, nickel, copper, cobalt, and platinum group metals, as well as associated commodities;
– investigation, exploration for, and mining of economic minerals;
– production and entrepreneurial activities in the sphere of the subsurface use;
– industrial and civil engineering, expert appraisal of project designs, as well as operation, construction, and start-up and commission operations;
– certification of precious stones and precious stones products;
– safekeeping and transportation of precious stones;
– performance of construction operations;
– sales of ready products;
– applying for and keeping in force all the necessary licenses and permits; and
– all other types of activities, to the extent that it is not prohibited by Applicable Law.
(4) The Company is a legal person with its own balance sheet, settlement and other accounts, a seal, a stamp with its name, its trademark, and other essential elements.
(5) The Company and its Founder Shareholders in their activities are guided by the current legislation of the Russian Federation, these Articles, and the Company Charter.
(6) The Company, operating on the principles of complete self-sufficiency, self-financing, and self-accounting, may in its own name sign agreements and contracts, acquire property and personal non-property rights, incur obligations, act as a plaintiff and a defendant in a court of arbitration and judicial court, own, use, and dispose of its property, set up branch offices, affiliates, and representative offices both on the territory of the Russian Federation and abroad.
(7) The Company, in accordance with the procedures established by law, has the right on its own to perform export and import operations, enter into various international commercial and non-commercial relations.
(8) All other rights of the Company, not specified in the Articles of Association, are dealt with in accordance with the Company Charter and laws of the Russian Federation.
(9) Aims and types of activities, rights and obligations of the Company and Founder Shareholders are specified in its Charter and governed by the laws of the Russian Federation.
(10) The activities of the Company are supported by the Authorized Capital formed by the Founder Shareholders. The authorized capital consists of the nominal price of the Company shares acquired by the Founder Shareholders and other shareholders approved by the Founder Shareholders in accordance with the procedure established by them.
The overall size of the Authorized Capital at the moment of the Company setting-up is one hundred thousand (100,000) Rubles.
(11) The Authorized Capital of the Company consists of one thousand (1,000) ordinary registered voting shares with face value of one hundred (100) Rubles each, totaling one hundred thousand (100,000) Rubles.
(12) The shares are distributed proportionally between the Founder Shareholders:
1. ............................... Ltd. shall have nine hundred (900) ordinary registered shares with nominal value ninety thousand (90,000) Rubles, which means a 90% concern;
2. Open Joint Stock Company .....................shall have one hundred (100) ordinary registered shares with face value of ten thousand (10,000) Rubles, which means a 10% concern.
At the foundation of the Company its shares are distributed among its Founder Shareholders.
No later than three months of the date of the state registration of the Company, the Founder Shareholders shall contribute no less than 50% of the Authorized Capital. The second half of the Authorized Capital shall be paid by the Founder Shareholders.
(13) Payment of the face value of the shares acquired by the Founder Shareholder may be made in the monetary form or by setting off the value of the contributed tangible assets, personal property and non-property rights, whose value is assessed by the mutual decision of the Founder Shareholders with respect to the market prices in Rubles or any foreign currency by the rate of exchange on the date of the contribution.
(14) The Company shareholders have a priority right for buying any shares sold by the other Company shareholders.
(15) The issues of the net profit distribution, Company's assets, Company management, and other matters of the day-to-day activities of the Company are resolved in compliance with the provisions of the Company Charter and laws of the Russian Federation.
(16) The Founder Shareholders have the rights and incur obligations in accordance with the Company Charter and laws of the Russian Federation.
(17) A Founder Shareholder under these Articles of Association can not delegate its rights and obligations, both in full and in part, to a third party without written consent of the other Founder Shareholders.
(18) In the event of disagreements or disputes on the issues arising from or in connection with the implementation of these Articles of Association or the Company Charter, the Founder Shareholders shall apply their best efforts to settle them by way of negotiations.
The disputes that failed to be resolved by negotiations may be referred to court in accordance with the established procedure.
(19) Any amendments and addenda to the Articles of Association shall be valid only if presented in written form and signed by the Founder Shareholders or their authorized representatives.
(20) These Articles of Association come into force on the date of their signing and shall be valid till the Company liquidation or reorganization in accordance with the procedure specified in the Charter or by the current legislation.

Drawn up in Moscow on April ........, 200......., in five copies, one for each Founder Shareholder and three copies for CJSC ........, all copies being of equal legal force.

Signatures of the Founder Shareholders:

On behalf of ...................................... Ltd.

General Director _______________________ .......................
LS

On behalf of Open Joint Stock Company ................................

General Director ____________________ .................................
LS