CARGO AGENCY AGREEMENT

(RESOLUTION 801a (11) IATA)

The agreement made this day of _____________ 200__ between JSC "Aircompany", office at ___________________ (hereinafter called the Carrier), in the person of _______________________________________________, and in the person of ___________________________________________________________ having its principal office at (hereinafter called The Agent) with respect to the promotion and sale of international air cargo transportation (hereinafter referred to as cargo transportation') within the countries specified in Attachment A to the Agreement (hereinafter called the specified countries) and the handling and delivery to Carrier of cargo consignment within specified countries and at relevant airports.

Where by it is agreed as follows:

1. Scope of Agent's Authority

1.1. The authority of the Agent to represent the Carrier shall be specifically limited to the authority expressly granted by this Agreement.

1.2. Subject to the provisions of this Agreement the Agent shall represent the Carrier in the sale of air cargo transportation other than mail over the services of the Carrier and, when authorized in writing by the Carrier, over the services of other carriers with which the Carrier has an interline agreement.

1.3. With respect to the Carrier's aircraft or route by which any consignment is to be transported and as to any service to be furnished by the Carrier, the Agent shall make only such representations as are authorised in this Agreement or may be authorised by the Carrier.

1.4. All provisions of the Agreement shall apply only in respect of the Air Waybill issued in the name of the Carrier and which covers the consignment (consolidated or not).

2. Observance of Laws and Regulations

2.1. The Agent shall observe all Government laws and regulations applicable to the sale of air cargo transportation in specified countries, or to any other acts performed by the Agent under this Agreement.

3. General Provisions

3.1. The Agent undertakes that the sale of air cargo transportation and handling of consignment performed under this Agreement by the Agent or by its officers or employees shall be in strict compliance with the rates, rules and conditions applicable to such transportation as published in the Carrier's Conditions of Carriage or in its tariffs, timetables, notices, instructions and elsewhere unless otherwise agreed between the Carrier and the Agent. The Carrier shall furnish the Agent with the necessary information.

3.2. The Agent shall not in any manner vary or modify the terms and conditions set forth in any documents and instructions of the Carrier.

3.3. The Agent shall transmit to the Carrier such specific requests or particulars in connection with each consignment as may be proper to enable the Carrier to render efficient service to its customers; provided that any such requests transmitted by electronic means should be in conformity with established industrial standards.

3.4. The Agent shall ensure that consignments are delivered to the Carrier at any Airport designated by the Carrier for general acceptance of all consignments properly packed, marked, documented, addressed and labelled in accordance with the applicable IATA Resolutions so as to be ready for carriage.

3.5. The Agent shall maintain adequate insurance where available to cover its liability under this Agreement for loss of or damage to shipper's cargo.

3.6. The Agent shall not accept for delivery to the Carrier a consignment consisting of or containing a commodity classified as dangerous goods according to the current edition of the IATA Danger Goods Regulations without a certificate in the IATA agreed form signed by the shipper stating that the commodity is properly described by name and is packed, marked and labelled and is in proper condition for carriage by air according to the IATA Dangerous Goods Regulations. The Agent shall in no circumstances sign such certificate.

4. Agency Designation

4.1. The Agent may represent itself on letterheads, advertising, telephone listings and classifications, office signs, and otherwise as an Agent or Cargo Agent representing the Carrier, but shall not use other designation which would indicate or imply in any way that its office is an office of the Carrier and shall not represent itself as a General Agent.

4.2. The name under which the activities of the Agent are conducted, or under which any of its offices are operated, shall only be such as is set forth in this Agreement.

5. Advertising and Publicising the Carrier's service

5.1. The Agent shall make known and shall promote the services of the Carrier in every reasonably practicable way including the use of display, promotional or publicity material that the Carrier may supply; provided that any such material of a permanent or valuable nature and so designated by the Carrie shall remain the property of the Carrier.

5.2. The Carrier will not assume or pay any advertising or similar expenses of the Agent except for those that are authorised in writing by the Carrier.

6. Custody and Execution of Air Waybills

6.1 Air Waybills shall be executed by the Agent only in specified countries. The Carrier shall, upon presentation of any such Air Waybill, properly executed by the Agent hereunder, and upon presentation of the Carrier's copies of such Air Waybills, accept the consignments therein described for air cargo transportation by the Carrier.

6.2 The Agent shall be responsible for the safe custody and care of Air Waybills and Air Waybills serial number supplied to the Agent for use in an electronic environment which it may use to cover transportation under this Agreement while they are in its possession and shall be responsible to the Carrier for any damage, loss or expenses suffered by the Carrier as a result of the use or misuse of such Air Waybills or Air Waybills serial numbers by the Agent.

6.3 The Carrier's Air Waybills supplied to the Agent and Air Waybill serial numbers supplied to the Agent for use in an electronic environment are and remain the sole property of the Carrier during the period that they are in the custody of the Agent, and the Agent acknowledges and agrees that it has no proprietary right to such documents or Air Waybill serial numbers. The Carrier may at any time at its sole discretion require that the Agent return such documents, and the Agent agrees to present these documents to the Carrier; furthermore, the Carrier may, at any time at its sole discretion, require the Agent to cease and desist from issuing Neutral Waybills in the Carrier's name.

6.4. The Agent shall not execute Air Waybills supplied by the Carrier in connection with the sale of air cargo transportation offered by any other carriers unless the Carrier has not authorised the Agent in writing.

6.5. The Agent shall not execute the air waybill until the complete consignment is not received by the Agent.

7. Monies Due by Agent to the Carrier

7.1. The Agent shall be responsible for the payment of any and all monies due to the Carrier under this Agreement resulting from the issuance of any transportation documents in the name of the Carrier and/or from the sale of any ancillary services under this Agreement.

7.2. The responsibility for payment pursuant to Subparagraph 7.1 shall apply whether or not such monies have been collected by the Agent.

7.3. Such monies, including applicable commission which the Agent is entitled to claim thereunder, are and remain the property of the Carrier.

7.4. Such monies shall be held by the Agent in trust for the Carrier or on behalf of the Carrier until satisfactorily accounted for the Carrier and settlement made in accordance with the Attachment B to the Agreement.

7.5. In the event that the Agent is declared bankrupt, placed in receivership or judicial administration, goes into liquidation, or becomes subject to a similar legal procedure affecting the normal operation of the Agent, all monies due in connection with this Agreement shall be settled immediately.

7.6. The Carrier will not pay for the expenses of the Agent on postal, telegraphic communications or telephone calls for any purpose.

8. Refunds

8.1. The Agent shall make refund only on written instructions of the Carrier and against the receipt of the person authorised to receive the refund in accordance with the tariffs, rules, regulations and instructions issued by the carrier and shall not assess or withhold from the refund payee any amount as a service charge or otherwise.

9. Termination

9.1. This Agreement may be terminated without prejudice to fulfilment by each party of all obligations accrued prior to the date of termination at any time by not less than 15 days notice in writing by either party to the other.

9.2. Upon termination of the Agreement, the Agent shall immediately return all unused Air Waybills held by the Agent and effect immediate settlement of all monies due and payable under the terms of this Agreement substantiated by complete and satisfactory accounted thereof. The Agent shall be liable for any loss or damage suffered by the Carrier arising out of the loss or misuse by the Agent of any Air Waybills serial numbers supplied to the Agent for use in an electronic environment, which were the possession of the Agent at the termination of the Agreement and were not duly returned.

10. Dispute Resolution

10.1. The Carrier and the Agent shall endeavour to settle by negotiations between their representatives all disputes or controversies which may arise out or in connection with the Agreement.

10.2. In case the Carrier and the Agent fail to come to an agreement, then all the disputes and controversies shall be subject to consideration by the International Commercial Court of Arbitration and the Chamber of Commerce of the Russian Federation in Moscow.

10.3. The Carrier and the Agent agree that the Regulations of the International Commercial Court of Arbitration at the Chamber of Commerce of the Russian Federation should be applied.

10.4. The Carrier and the Agent undertake to fulfil the arbitration award within the time specified in the award. The arbitration award shall be final and binding.

11. Indemnities and Waiver

11.1. The Carrier agrees to indemnify and hold harmless the Agent, its officers and employees from liability for any injury, loss or damage arising from in the course of transportation or other ancillary services provided by the Carrier pursuant to a sale made by the Agent hereunder or arising from the failure of the Carrier to provide such transportation or services, except to the extent that such injury, loss or damage is caused or contributed to by the Agent, its officers or employees.

11.2. The Agent agrees to indemnify and hold harmless the Carrier, its officers and employees from liability for any loss, injury or damage arising from any negligent act or omission of the Agent, its officers or employees, in performing or in breach of this Agreement, except to the extent that such injury, loss or damage is caused or contributed to by the Carrier, its officers or employees.

12. Notices

12.1. All notices to be sent under this Agreement form the Carrier to the Agent or from the Agent to the Carrier shall be sufficient if sent by any means that provides proof of despatch or receipt addressed, as appropriated to:

12.1.1. the chief executive officer at the principal office of the Agent;

12.1.2. the principal office of the Carrier.

13. Applicable Law

13.1. This Agreement shall in all respects be governed by and interpreted in accordance with the laws of the Russian Federation.

14. Effectiveness

14.1. This Agreement shall become effective between the Agent and the Carrier as they had both signed the Agreement.

Executed in in two copies in English and Russian. Both texts are equally valid.

Full address and Bank account             Full address and Bank account
of the carrier:                           of the Agent:
On behalf of the Carrier                  On behalf of the Agent