Venture Agreement
(on Venture establishment)
www.VISITING.ru

The undersigned persons:
Varlamova Elena Alexandrovna and director general Fedotov Alexander Vladimirovich on behalf of the Guarantee Agency open joint-stock company, organized and existing under the Articles of the company, hereinafter referred to as "Founders", as well as other Participants-Investors, who have joined the present Agreement in accordance with Clause 4.6 of the present Agreement, have concluded the Agreement for the following:

1. General
   • 1.1. The Agreement is concluded for uniting efforts and funds in order to establish an association of people on contract bases (Venture). The Venture is called VISITING.
   • 1.2. The activities of the Venture embrace the activities on establishing a Venture Company.
   • 1.5. The Venture’s location is – the domain www.visiting.ru.
2. Venture’s Properties and Funds
   • 2.1. Properties of the Venture comprise tangible assets, intangible assets, financial instruments and funds in circulation, which are the ownership of the Venture.
   • 2.2. Sources of Venture’s revenues are:
     • income from standard investment contracts – Venture shares;
     • income from activities stipulated by the present Agreement;
     • other.
   • 2.3. In order to maintain the activities of the Venture, the initial capital of 100,000 USD (one hundred thousand American dollars) was invested by shareholders, and it was subsequently divided into 100,000 shares.
   • 2.4. Each Share grants the shareholder the equal scope of rights, namely:
     • the right for a vote (one) at shareholder meetings;
     • the right for investing in the Venture initial capital in the amount of 1USD;
     • the right to acquire a 0,001 per cent share in the Venture company at par at the moment of its establishment.
   • 2.5. Shareholders are obliged to make investments at the moment of acquiring shares in the Venture (concluding an investment contract).
   • 2.9. Shareholders are not obliged to make refunds in case their investments decreased due to losses suffered by the Venture.
   • 2.12. Shareholders’ investments and any property acquired by the Venture are in the possession of the Venture.
   • 2.13. Any property invested in the Venture belongs to the investor who has a right for a compensation.
3. Dividends
   • 3.1. The income of the Venture is an amount by which the initial capital of the Venture increased within a specified period.
   • 3.2. The income of the Venture is used for its major activities and other purposes depending on Investors’ choice.
   • 3.3. Spending of funds is determined by voting.
4. Responsibilities
   • 4.1. The Venture bears responsibility for its obligations by all its property.
   • 4.2. Investors’ obligations are proportionate to their investments in the Venture.
   • 4.3. The Venture bears no responsibility for personal debts of investors.
5. Management of Venture Activities
• 5.1. Management of relations within the Venture;
  • 5.1.1. Decisions on Venture activities are made by the majority of votes.
  • 5.1.2. The unified voting order is specified in the Agreement on Venture activities.
• 5.2. Representatives of the Venture:
  • 5.2.1. Daily proceedings of the Venture are managed by Administrator Varlamova Elena Alexandrovna.
  • 5.2.2. Powers to manage the Venture for third persons are given by the present Agreement concluded in a written form or by a special warrant.
  • 5.2.3. The Administrator is empowered to settle all issues related to the activities of the Venture except for the ones that should be settled by voting.
  • 5.2.6. If there is a good excuse, the administrator may give up managing the Venture having warned other Investors at least one month in advance.
  • In this case the Investors will elect another Administrator.
  • 5.2.7. The Administrator may be suspended from managing the Venture according to a decision made by the qualified majority of Investors.
6. Investors Rights and Responsibilities
• 6.1. Each Investor is allowed:
  • to take part in managing the Venture in accordance with the present Agreement;
  • to get dividends;
  • to get information on activities of the Venture, accountant data, reports and other documents at any time;
  • to get information on assets of the Venture;
  • to give up participating in the Venture at any time by selling shares belonging to him.
• 6.3. Investors are obliged:
  • to meet requirements of the Agreement;
  • to provide the Venture with information necessary to settle questions connected with its activities;
  • to keep trade secrets.
• 6.4. The Administrator shall not conclude deals similar to Venture activities on his or other's behalf at his or other's expense.
• 6.5. The Administrator shall not administer other ventures.
7. Responsibility for Breaking the Agreement
   • 7.1. In the event of the voluntary violation of the Agreement, abuse of the voting right or refusal to fulfill a decision made by the majority of Investors, the guilty Investor may bear the responsibility by compensating losses suffered by the Venture.
   • 7.2. The damage caused to the Venture through the Investor’s fault is compensated by the latter in full according to a decision made by the qualified majority.
   • 7.3. Compensations for the damage must be transferred to the Venture payment account within three days after a corresponding decision.
   • 7.4. If the Investor refuses to compensate for the damage caused, it will be compensated by dividends of the Investor.
   • 7.5. Repeated outrages upon the Venture Agreement may result in the Investor’s being excluded from the Venture according to a decision made by the qualified majority.
   • 7.7. The Investor has a right to complain against his exclusion from the Venture.
8. Termination of Agreement and Venture
   • 8.1. The Venture may be transferred into a Venture company in case a corresponding decision is made by the qualified majority of Investors.
   • 8.2. Liquidation of the Venture is stipulated by the Agreement on Venture Activities.
   • 8.3. The property invested to the Venture is returned to investors in kind with a compensation for its use.
   • 8.4. The Venture liquidation results, first and foremost, in the repayment of its indisputable debts, whereas the disputable ones are guaranteed by the property of the Venture up to its partition between the Investors.
9. Validity Period, Amendment and Cancellation of Agreement
   • 9.1. The Agreement takes force when signed by Founders.
   • 9.2. The Agreement is valid until the Investors make a decision on its termination following the foundation of the Venture company or a decision on its termination or cancellation. The cancellation of the Agreement is equal to the liquidation of the Venture.
   • 9.3. The present Agreement is subject to amendments by the qualified majority of Venture Investors.
   • 9.4. Disputes emerging at concluding, amending, canceling or executing the present Agreement must be settled at the Arbitration Court in accordance with the Agreement on Venture Activities.
10. Investors