Our ref: HH- 31 January 2012 Meridian Advisory Limited (hereinafter referred to as "Meridian") of 55 Baker Street, London W1U BEW understands that, from time to time, you may need to engage us to carry out integrity due diligence investigations and related assignments on your behalf. We confirm that we will be pleased to accept instructions from your firm as agent and we set out below and at the attached General Terms and Conditions (together the 'Engagemeni Letter') the terms of our engagement. We draw your attention to the section of the attached General Terms and Conditions headed "Liability". Howard Hill will act as our expert adviser in this matter. Work to be undertaken. 1, The work to be undertaken on your behalf shall be as set out in our email from Howard Hill on 29'" January 2012. Z. We anticipate that our work will involve: drawrng upon our local knowledge and resources, as well as a refined network of tried and tasted contacts in Russia; (ii) engaging multiple contacts when the corroboration of intelligence is required. 3. On this particular occasion We Will not be issuing a report with our findings. Meridian Advisory Limited Floor, 55 Baker Street London w1u EEW C0 uk Meridian Advlsory Limited is a Limited Liability Company registered In England and Wales registered number 07908543 We understand there will be no constraints on the scope of our work, or on access to relevant documents. Therefore, you will make, or arrange to make, available all relevant documents in your possession that we will need to carry out our work. in preparing our report we examine and rely upon information gathered and collated by us. Unless otherWise agreed, the scope of our report will be limited to gathering, collating and analysing intelligence gathered from open sources. Conflicts 0' interest 5. Fees We will perform an internal search for potential client conflicts based upon the names of the parties that you provide from time to time. If a potential or actual conflict of interest is discovered we will alert you at the first opportunity. We will not be obliged to disclose to you, nor to take into consideration in providing semces to you, information which, if disclosed, would or might be a breach of duty or confidence to any other person. Except as required by law or by the rules of any government or regulatory body, in complying with our duty of confidence we shall take such steps as we in good faith think fit to preserve the confidentiality of information For the avoidance of doubt, nothing in this clause 6 affects our obligation to alert you about a potential or actual conflict of interests if discovered. For this current project it is agreed that the fee to be charged shall be fixed at GBP 5,000 plus VAT. This is exclusive of any out of pocket expenses which, for the time being, have been estimated at GBP 1,250. The out of pocket expenses may increase, or decrease, and will be adjusted following our trip to Russia. Fifty per cent of the fee and one hundred per cent of the estimated out of pocket expenses, is payable in advance and the balance of the fee shall be invoiced following the trip to Russia between 14 and 17 February 2012. Fees shall In all instances be transferred to The Royal Bank of Scotland PIC in the Isle Of Man. Full details of Meridian Advisory Limited's account at that Bank shall be set out in our invoices. Therefore, Section 9 "Fees" of the General Terms and Conditions shall apply solely to the extent the Section is in compliance with this Clause 7. In the event that you disagree with or question any amount due under an invoice, you agree that you shall communicate such disagreement to us, in writing, Within 14 days of the invoice date. Any claim not made within that period shall be deemed waived. Our fees are not contingent upon the content of the final report. other matters 9. Written communications may be by mail, fax or email as is deemed appropriate. All messages will be deemed to be genuine, complete, accurate and secure against being altered in the course of transmission. 10. IL 12. Nothing in this letter precludes us or any member of our staff, taking such steps as are necessary in order to comply with the professional and ethical rules of any relevant professional body of which a partner or employee may be a member. We do not warrant or predict results or final developments in this mattert where requested, we shall seek to have the intelligence corroborated by a second source but we do not warrant the accuracy of the intelligence passed to us and on which we base our report, where such Intelligence is provided by independent sources, unless we should reasonably have been expected to be aware of lnaccuracy of the intelligence provided to us. Meridian Advisory Limited does not accept or assume any responsibility or a duty of care to any third party for the work it carries out, or the adVlce it gives or for any opinions expressed, or information included. Confirmation 13. 14. Please Confirm that the contents of this letter reflect your understanding of the terms of our engagement and are acceptable to you and to your client by signing the enclosed copy letter where indicated and returning it as soon as possible. Once it has been agreed the terms in this letter Will remain in force until it is replaced. We Will not commence work until we receive written confirmation from you that our terms of engagement are acceptable to you and your respective clients, and client identification procedures under The Money Laundering Regulations 2007 have been completed. Please let us know if you require any further information on the above Yours faithfully, Meridian Advisory leited confirm that i/we have read and understood the contents of [his letter and agree that it accurately reflects my/our understanding of the services I/we have engaged you to provide and accept the terms and conditions on which they are to be provided. Name: Position: On behalf of: Date: