Position of FAP International Association of Special Forces Veterans (FAP) was established as an association by contract of a Simple Private Partnership in accordance with art. 1041, 1054 of the Civil Code of the Russian Federation. It operates according to art. 1041, 1042,1043, 1044, 1045, 1046, 1047, 1048, 1049, 1050 1051,1052,1053, 1054 of the Civil Code of the Russian Federation and the Federal Law of the RF on Public Associations effective as of April, 14, 1995. The mission of establishment of the Simple Private Partnership, International Association of Special Forces Veterans FAP is: 1. Uniting efforts of Russian and foreign veterans’ organizations to combat international terrorism. 2. Assistance to special services and law-enforcement authorities in combating international terrorism. 3. Comprehensive training and advanced training held at Training Bases of FAP and targeted at private security companies’ directors, guard and security services’ agents. The trainings are carved with a view of work challenges including a terrorist threat. 4. Social adaptation and rehabilitation of law-enforcement authorities’ and special services’ veterans, the military retired on reaching the age limit, for health reasons and other reasons in the Center of Rehabilitation of FAP. The subject of activity of the Simple Private Partnership, International Association of Forces Veterans FAP (hereinafter FAP) is: - market research that deals with clients’ activity, their Russian and foreign partners( including potential partners) - collecting information for Russian and foreign partners - revealing Russian and foreign companies and individuals which are insolvent, legally unreliable and with an unsavoury business reputation. - defining unfair competition circumstances and disclosure of information connected with official and business secrets - performing a research aiming to reveal proceeds of crime - IT, analytical, consulting, technical recommendations and measures to provide security of commercial (bank) secret and to prevent leakage of inside information - IT, preventive measures aiming to avoid possible situations that disrupt commercial activity and are able to damage Russian and foreign legal entities and individuals - search of property, funds and other material valuables lost by Russian and foreign legal entities and individuals - life guard and health protection of Russian and foreign citizens and members of their families including engagement of immediate reaction force - training for security services agents of sites of various types of property - providing commercial legal services - standard operating procedures (SOP) for Private Security Companies, Detective Agencies and Security Services. - an acquisition and selling-out property and personal non-property rights - an acquisition and selling-out securities and shares in business entities - placement of attracted (as benefactions and other charitable contributions) funds and securities in banks, credit and investment institutions and other authorized organizations in accordance with respective contracts. - attraction of unsolicited contributions - provision of special forces veterans with social and legal protection , assistance in settling social problems - preparation and participation in implementing different social, charity, medical, management and legal programs and projects - implementation of the Retraining Program for law-enforcement officers’ transferred to the reserve - organization of interaction among institutions and entities to support democratic reorganizations in Russia. - preparation and(or) implementation of a program and a project aimed to solve problems of national development and international relationships; - providing assistance in preparation of a retraining system for special forces veterans in order to ensure their further engagement in operation process - providing charity support and assistance to special forces veterans and law-enforcement officers - arrangement of an exchange of scientists and specialists aiming to develop international cooperation in the crime combating area - participation in elections to state and public authorities, regulatory bodies by putting up candidates in accordance with the current legal procedure - holding conferences, symposia, seminars; performing publishing, foreign economic and other activities aimed to achieve charter purposes of the Simple Private Partnership members under the legislation of the Russian Federation. - protection of rights and interests of organizations – the Simple Private Partnership members - providing assistance to members of the Simple Private Partnership in extending possibilities of their operational and social development - coordination of the Simple Private Partnership members’ operation - performing research and preparation of recommendations on the Simple Private Partnership members’ activity area - other jobs and services covered by the Charter of the Simple Private Partnership under the legislation of the Russian Federation. 1. Members(Partners) of the Ordinary Private Partnership FAP. 1.1. The Fund of Social Adaptation for Law-enforcement Authorities Officers (125276, Moscow, ul. Botanisheskaya, 10; Certification of introduction of the record to the Unified State Register of Legal Entities No 1037746007122 effective as of July, 14, 2003) represented by the President Lozinskiy A.V. acting in compliance with the Charter, hereinafter referred to as Partner 1, the founders of which are: • The Organization of Veterans of Internal Affairs Bodies and Internal Troops of the RF( the city of Moscow) • The Council of Veterans of the Federal Security Service (FSB) of the Russian Federation (the city of Moscow) • The Coordinating Council of the Central Office Veterans of the Ministry of the Interior of the Russian Federation ( the city of Moscow) • The Association of External Intelligence Veterans(Moscow) • The Regional Public Organization of Assistance to the Convicted and Staff of Places of Detention ( the city of Moscow) • The Union of the Military Intelligence Veterans (the UMI) (the city of Moscow) 1.2. “The Center of Rehabilitation FAP” LLC( 103006, Moscow, ul. Petrovka 32/1-3, str. 2 Certification of introduction of the record to the Unified State Register of Legal Entities No 10877466691001 effective as of May, 29, 2008) represented by the CEO Zavrazhnov M.V. acting in compliance with the Charter, hereinafter referred to as Partner 2 1.3. “Private Security Company “RUS’” LLC(127006, Moscow, ul. Petrovka, 32, str.2 Certification of introduction of the record to the Unified State Register of Legal Entities No 1067758524459 effective as of October, 30, 2006) represented by the CEO Rudenko S.A. acting in compliance with the Charter and the license for a non-government (private) security activities No 6061 effective as of January,03,2007, hereinafter referred to as Partner 3. 1.4. Non-state educational establishment of further vocational education Academy of Public Security (127003, Moscow, Petrovskiy bul.,3, str.2) Certification of introduction of the record to the Unified State Register of Legal Entities No 1087799024400 effective as of May, 20, 2008) represented by the President-Rector Lozinskiy A.V. acting in compliance with the Charter hereinafter referred to as Partner 4. 1.5. Detective Bureau “Letuchaya Mish”( MO g. Serpuhov), acting in compliance with the license for a non-government (private) detective activity and is represented by the Director Povaliy N.V., hereinafter referred to as Partner 5. 1.6. “Petrovka 32” LCC(127003, Moscow, Petrovskiy bul.,3, str.2; Certification of introduction of the record to the Unified State Register of Legal Entities No 1067746575346 effective as of May, 05, 2006) represented by the CEO Alova N.B. acting in compliance with the Charter, hereinafter referred to as Partner 6. 1.7. A Closed Joint-Stock Company the Federal Agency of Law Order FAP (109000, Moscow, ul. Marhlevskogo, 8. Certification of registration No 275946 effective as of December, 24, 1993) represented by the Director Polyanskiy V.K., acting in compliance with the Charter, hereinafter referred to as Partner 7. 1.8. “Collective Agency “KODEKS” LCC( 101000, Moscow, ul. Lubyanka 24\15. str.3. Certification of introduction of the record to the Unified State Register of Legal Entities No 1077763410240 effective as of December, 05, 2007) represented by the CEO Ivanov U.I. acting in compliance with the Charter hereinafter referred to as Partner 8. 1.9. Company «Pravoporayadok, Inc.» founded in the USA, the state of California(ID code 2164690, effective as of May, 25, 1999) represented by the Director Nikolskaya E.I. acting in compliance with the Charter hereinafter referred to as Partner 9. 1.10. Sphinx Shooters Trading and Allied Services Corp. (the Philippines) represented by Lozinskiy A.V. acting in compliance with the Power of Attorney( Certification) effective as of January, 28, 1995, hereinafter referred to as Partner 10. 1.11. Limited Liability Company “Anti-crisis Center ZASHITA” (127051, Moscow, Petrovskiy bul., 3, str.2, Individual Taxpayer Identification Number/ Tax Registration Reason Code 7707696240/770701001, Primary State Registration Number(PSRN) 1097746033516) represented by the CEO Zavrazhnov M.V. acting in compliance with the Charter hereinafter referred to as Partner 11. at a joint mention called “Partners”, have concluded the present Agreement( Provision)of the Simple Private Partnership of International Association of Special Forces Veterans FAP as follows: 2. The legal status of FAP. 2.1. FAP was established as an unincorporated association by contract of the Simple Private Partnership in accordance with art. 1041, 1054 of the Civil Code of the Russian Federation acting in the area of providing individuals and legal entities with consulting, legal, security, detective, educational and other services. It operates according to art. 1041, 1042,1043, 1044, 1045, 1046, 1047, 1048, 1049, 1050, 1051,1052,1053, 1054 of the Civil Code of the Russian Federation and the Federal Law of the RF on Public Associations effective as of April, 14 1995. 2.2. FAP is not a separate legal entity. 2.3. The Provision (Contract) of FAP is termless and comes into force since the moment of its signification by the Partners. 2.4. The Provision’s( Contract’s) existence shall not be divulged to the third parties. 3. Common Property of the Partners. 3.1. The Partners shall be obliged to combine their contributions: property, money, rights of property, intellectual property, data, professional knowledge, skills and ability, business reputation, business connections and jointly operate as a Simple Private Partnership - International Association of Special Forces Veterans FAP . 3.2. The property contributed by the Partners they possessed by right of ownership and also profit received as a result of joint activity comprise the Common Property of FAP. 3.3. Each Partner is obliged to make a contribution to the Common Property to provide joint activity of FAP in accordance with common goals 3.3.1. Partner 1 provides a contribution of: - the right to use his/her intellectual property - business connections 3.3.2. Partner 2 provides a contribution of: - the right to use his/her Rehabilitation Center - the right to use his/her Training Base 3.3.3 Partner 3 provides a contribution of: - the right to use the License for a Non-government (Private) Security Activity 3.3.4. Partner 4 provides a contribution of: - the right to use his/her licenses - business connections - the right to use his/her intellectual property 3.3.5 Partner 5 provides a contribution of: - the right to use the License for a Non-government (Private) Detective Activity - business reputation 3.3.6. Partner 6 grants as a donation: - a non-living premise he possesses by right of ownership with the area of 200 sqm located in Moscow, Perovskiy bul., 3, str.2 ( Certificate of State Registration of the Property Right No 77- 77-11\050\2007-333 effective as of May, 16, 2007). 3.3.7. Partner 7 provides a contribution of: - business connections - business reputation 3.3.8. Partner 8 provides a contribution of - business connections - business reputation 3.3.9. Partner 9 provides a contribution of - business connections - business reputation 3.3.10. Partner 10 provides a contribution of - business connections - business reputation 3.4. Contributed property of the Partners- contributions of Partners to the Common Property of FAP shall be presupposed to be equal in value. The Common Property of FAP is a common shared property. Shares of the Partners in the Common Property of FAP are deemed to be equal. A Partner is not entitled to use a share in the Common Property without an approval of other members of FAP excluding the part of profit received as a result of the joint activity that comes in to possession of each member. 3.5. The conducting of bookkeeping (on a separate balance) of FAP Partners’ Common Property, combined for joint activity in accordance with the Provision (Contract) shall be entrusted to one of the Partners participating in the Contract who is entrusted to conduct economic and business affairs in the frames of the Provision (Contract) (art. 1043, p.2 and art. 1044 of the Civil Code of the Russian Federation). 3.6. Money contributions shall be transferred to the bank settlement account of the Partner entrusted to conduct economic and business affairs (p.3.5) in accordance with a delivery and acceptance act. 3.7. Other property contributions are transferred from the balance of a delivering Partner to the balance of the Partner entrusted to conduct economic and business affairs (p.3.5) in accordance with a delivery and acceptance act. 3.8. Partners shall be obliged to make contributions in full during 30 days from the date of signature of the Provision (Contract). 4. Common affairs of FAP and their conduction. 4.1. Common affairs of FAP include: - conducting of FAP’s Common Property bookkeeping on a separate balance - disposal of Common Property of the Partners within the framework of the Provision(Contract). - record actions affecting FAP Common Property in the frames of the present Provision(Contract) - calculation and record of FAP’s activity financial output - making deals and signing financial and economic contracts in his own name and to the interest of all the Partners - collecting and recording money and property contributions of FAP collective members - representing FAP and protecting its interests at all institutions and organizations and also performing all other necessary actions to the interests of FAP provided by the essence of the present Provision(Contract) to the extent which is predefined by the Partners’ charter activity and legislation of the Russian Federation 4.2. Upon consent of the Partners and in accordance with art. 1043 p. 2 and art. 1044 of the RF Civil Code conducting Common Affairs is delegated as follows: 4.2.1. Partner 1 is obliged: - to manage the joint activity of FAP members - to dispose Common Property of the Partners for the purposes of the present Provision(Contract). - representing FAP and protecting its interests at all institutions and organizations and also performing all other necessary actions to the interests of FAP provided by the essence of the present Provision(Contract) to the extent which is predefined by the Partners’ charter activity and legislation of the Russian Federation 4.2.2. Partner 11 is obliged to: - conduct FAP Common Property bookkeeping on a separate balance record actions affecting FAP Common Property in the frames of the present Provision(Contract) - calculate and record of FAP’s activity financial results - collect and record money and property contributions of FAP collective members - make deals and sign financial and economic contracts in his own name and to the interests of all the Partners 4.3. In relations with third parties authorities of Partner 1 and Partner 11, conducting Common Affairs of FAP are confirmed by the Provision(Contract). 4.4. While conducting Common Affairs of FAP Partner 1 is entitled to take independent decisions concerning Common Affairs of FAP under the current Provision( Contract). Partner 1 and Partner 11 are entitled to conduct Common Affairs under the Provision as of the Provision (Contract) sign off by the Partners. 4.5. If any of the Partners has performed any actions to the common interests without receiving respective powers he/she has a right for compensation of expenses in case further approving of his actions in written on the part of all other participants. 4.6. The Partners establish the Board of Directors( authorized representatives of Partners 1,2,3,4,5,6,7,8,9,10,11) for coordination of conducting Common affairs. 4.7. The Board of Directors elects President of the Board of Directors from its members for the period of the Contract duration. 5. Obligations of the Partners. 5.1. For the duration of the Provision(Contract) the Partners shall be obliged : - to act strictly according to the Provision(Contract) while conducting their joint activity - to make timely contributions to Common Property of FAP in the amount and the order defined by the current Provision(Contract) - to provide each other with technical and other information necessary for conducting their joint activity - to keep the Confidential Information disclosed in the framework of the Provision(Contract), and also 5.1.1. Partner 1 is obliged - to provide FAP directors in means of a joint interests and purposes defined by the Contract, in limits of powers given by the Partners for conducting Common Affairs of FAP - to dispose Common property of the Partners in the framework of the Provision( Contract) - to represent FAP and to protect its interests at all institutions and organizations and also to perform all other necessary actions to the interests of FAP provided by the essence of the present Provision(Contract) to the extent which is predefined by the Partners’ charter activity and legislation of the Russian Federation - to recruit staff, to solve administrative and technical problems - to provide search of clients in order to perform them services covered by the present Provision(Contract). 5.1.2. Partner 2 shall be obliged - to provide business connections; intellectual property 5.1.3. Partner 3 shall be obliged - to provide the right to use the License for a Non-government (Private) Security Activity 5.1.4. Partner 4 shall be obliged - to provide the right to use his licenses - to provide business connections; intellectual property 5.1.5. Partner 5 shall be obliged - to provide the right to use the License for a Non-government (Private) Detective Activity - to provide business reputation 5.1.6. Partner 6 shall be obliged to grant as a donation - a non-living premise he possesses by right of ownership with the area of 200 sqm located in Moscow, Perovskiy bul., 3, str.2 5.1.7. Partner 7 shall be obliged - to provide business connections, business reputation 5.1.8 Partner 8 shall be obliged - to provide business connections, business reputation 5.1.9. Partner 9 shall be obliged - to provide business connections, business reputation 5.1.10 Partner 10 shall be obliged - to provide business connections, business reputation 5.1.11 Partner 11 shall be obliged - to perform legal and collection services - to provide the right to use his/her Rehabilitation Center - to provide the right to use his/her training Base - to make records of operations of FAP Common Property in the frames of the Provision(Contract) - to calculate and to record FAP’s activity financial output - to collect and to record money and property contributions of collective FAP members -to make deals and sign financial and economic contracts in his own name and to the interest of all the Partners - to make quarterly reconciliation of joint activity results and provide the participants with the information on it 6. Rights of the Partners. 6.1. Every Partner has a right to inspect all the documentation of the joint activity. 6.2. Partner 1, Partner2, Partner3, Partner4, Partner5, Partner6, Partner7, Partner8, Partner9, Partner10 have a right to demand from Partner 11 quarterly bookkeeping records on the joint activity necessary for a right and timely taxpaying and the latter is obliged to provide it. Documentation of the common profit and property, costs and expenses of the joint activity may also be demanded. Checking of FAP’s joint activity is documented in the Minutes. 6.3. The Partners have a right of a share in the common shared ownership established as the result of the joint activity. 6.4. The Partners have a right to receive a profit if there is any as the result of their joint activity in proportion to the value of their contributions to the common cause. 6.5. Under the Provision(Contract) the Partners are entitled to provide each other with all types of financial, technical, management assistance on mutually beneficial conditions. 7. Distribution of the joint activity results between the Partners 7.1. The profit received as the result of joint activity shall be distributed in proportion to the value of the contributions of the Partners to the Common Property of FAP after costs and expenses connected with joint activity are reimbursed. Recapitulation should be done no later than 7 days following the expiration of the period under review. 7.2. In the event of the Provision (Contract) being terminated prior to its due expiry date the Common Property of FAP is distributed between the Partners in proportion to their contributions in the period of 30 days after the results of their joint activity are summed up. The results of the joint activity are summed up in the order defined in p.7.1 of the Provision (Contract). 7.3. Every Partner makes individual compulsory payments to the budget from the profit amount received as the results of their summed up joint activity. 7.4. Partners 1 and 11 entitled to conduct Common affairs have a right for a compensation of expenses made on such purposes from the Partners’ funds. 7.5. Partners shall bear expenses and losses connected with the joint activity in proportion to the value of their shares, including - expenses connected with upkeep, maintenance, public utilities, secure of non-living premises at their disposal located in Moscow, Perovskiy bul., 3, str.2 - expenses connected with staff engaged to perform the joint activity - losses in the form of natural decrease - expenses connected with technical facilities, receiving Licenses, Permits, software technology development, arrangement of computer workstations and other documents necessary for joint activity of FAP. 8. Responsibility of the Partners. 8.1. The Partners shall be liable jointly for all common obligations, irrespective of the grounds for the arising thereof. 8.2. In case of non-fulfillment or improper fulfillment of obligations under the Contract, the guilty Partner is obliged to compensate other Partners their losses. 9. Rules of new members’ acceptance. 9.1. Acceptance of new collective members to FAP is done upon their application and in accordance with the Provision approved by the Board of Directors. 9.2. Acceptance of new collective members to FAP is recorded in the Minutes and a record is introduced into a special Register. 9.3. A Certificate, the sample of which is confirmed by the Board of Directors is given to new members of FAP recorded into the Register. 10. FAP’s Provision (Contract) termination. 10.1. The present Contract is terminated in cases : - one of the Partners is declared bankrupt - one of the Partners participating in the present Contract is liquidated as a legal entity - in case of restructuring of one of the Partners participating in the present Contract as a legal entity, in the absence of the legal successor. - in case a judicial act on the Partners’ Provision(Contract) termination prior to the expire date comes into force - in case circumstances of force major continue to be in force for more than 30 days and if the Partners consider their further joint activity to be unreasonable - upon agreement of the Partners in any time after the procedure of payments settlement on mutual obligations is over. 10.2. The Contract is terminated at it’s expire date if the Parties don’t make an agreement on its prolongation on conditions determined in written prior to 30 days of its termination. 11. The order of arguments settlement. 11.1. The Parties shall be obliged to take all precautions to settle arguments and disagreements by negotiations which may be caused by the present Provision(Contract) performance. 12. Other provisions. 12.1. All information received as the result of the present Provision(Contract) performance including data on financial position of the Partners, Contract conditions with third parties is considered to be confidential and should not be disclosed. 12.2. All Provisions, Modifications, Addenda, Minutes to the present Contract shall be valid only if they are made in written, related to the present Contract and signed by authorized persons. 12.3. Provisions not determined in the present Contract are governed by the current legislation of the Russian Federation. 12.4. The Contract is made in 10 copies, one copy for each of the Partners and all the copies have equal legal force.