St. Petersburg, Russia

This Code of Business Conduct (“Code”) sets forth the Company’s fundamental policies and the requirements of each employee with respect to the conduct of the Company’s business.

The Company’s fundamental policies are based upon principles of transparency, sanctity of contracts, respect for property rights, repudiation of corrupt practices and legal settlement of disputes.

ARTICLE I. OBJECTIVE OF THE COMPANY

The objective of the Company is to develop an efficient, stable and profitable business on a foundation of high standards of business conduct and respect for the law.

The Company's good name and reputation are essential to the Company's success in achieving this objective.

This Code of Business Conduct enables the Company to achieve stability and success in the market economy.

ARTICLE II. THE ETHICAL RESPONSIBILITY OF EACH EMPLOYEE

The performance of the Company’s employees is the foundation of the Company’s image and the Company’s success. To achieve long-term growth and maximum profitability, each employee must observe the norms of business conduct set forth in this Code. Employees in management positions must ensure that their subordinates adhere to the principles in this Code.

The Company functions most efficiently when the Company’s activities are transparent. The Company’s management must make decisions based on complete and accurate information regarding the Company's activities. Each employee representing the Company in commercial relations with third parties and other financial operations shall keep detailed, accurate and complete records of such relations and operations in accordance with the Company’s procedures.

When representing the Company’s interests, each employee must put the Company's interest first, and avoid any actions that could adversely affect the Company's interests.

When retaining agents, representatives, and other parties, which have authority to act in the name or interests of the Company, each employee must inform these parties about the policies of the Company as stated in this Code. No employee is permitted to use agents, representatives, or other parties to circumvent this Code.

ARTICLE III. RIGHTS OF FOUNDERS, SHAREHOLDERS AND OTHER OWNERS OF THE COMPANY

The Company and its employees shall respect the rights of founders, shareholders, owners, investors, creditors and other parties, whose property or proprietary rights are directly, or indirectly, connected with the assets of the Company.

As the above-mentioned parties invested their own capital and resources in and helped to create the Company, each employee shall protect the interests of these parties. Each employee shall help these parties to exercise fully their rights by making accurate information on the Company's activities available on a regular and timely basis.

The Company seeks to maximize the value of the Company's assets and attract such parties to invest further in the development of the Company.

ARTICLE IV. COMMERCIAL RELATIONS AND DISPUTE RESOLUTION

The Company understands that commercial relations with third parties are a long-term process aimed at producing mutually beneficial results. The Company builds commercial relations with third parties on the basis of mutual understanding and trust.

The Company respects the sanctity of contracts, which leads to the development of commercial relations built on trust and mutual respect. In the performance of his or her duties, each employee shall fulfill the Company’s agreements, both written and oral.

In the course of negotiating and performing agreements with third parties, each employee shall accurately represent the Company’s intentions and capabilities within the norms of confidentiality. Each employee shall try to accommodate the reasonable interests of third parties in a manner which is consistent with the interests of the Company.

The Company understands that commercial disputes may sometimes occur in the course of commercial relations. The Company forbids employees from using any illegal, unethical or dangerous methods to resolve commercial disputes, such as coercion, threats or violence. No employee shall resort to corrupt practices, as defined in Article V of this Code, as a method of resolving commercial disputes.

ARTICLE V. REPUDIATION OF CORRUPT PRACTICES

The Company’s policy is to repudiate the use of any business practices that are corrupt. The Company forbids employees from using corrupt practices for any reason.

Corrupt business practices are both illegal and inconsistent with the policies of the Company. Relationships built on corrupt practices are unstable and short-term. The use of corrupt practices weakens the Company's competitiveness, distorts information on the financial condition of the Company and harms the reputation of the Company.

For the purposes of this Code, corrupt practices are defined as the provision of illegal compensation to, or any other action in favor of, any employee of a government body or business, directly or indirectly, so that the party acts, or refrains from acting, in order that the Company obtains or retains business, receives patronage or obtains an unwarranted advantage over other businesses.

Each employee must build relations with duly authorized government or business officials in accordance with both the applicable laws of the Russian Federation governing such relations and with the principles of this Code. The Company reminds each employee of the criminal liability set forth in the laws of the Russian Federation governing certain corrupt practices.

The Company forbids employees from receiving gifts from third parties that are worth more than (____________) without written permission from the Company management.

ARTICLE VI. CONCLUSION

The Company requires that each employee follow the principles and rules set forth within this Code. The Company also expects that each employee independently evaluates his or her actions within the framework of the legislation of the Russian Federation, the principles set forth in this Code, and the employee’s ethical values. In the event that the employee is unsure if a certain action violates this Code, the employee should contact the employee's immediate supervisor or the legal department of the Company.

Each employee must understand that if the Company has doubts about whether an action by an employee violates this Code, the Company shall perform an internal review. In the event that the Company conducts an internal review that results in a finding that an employee violated this Code, or used a third party to circumvent this Code, the employee will be subject to appropriate disciplinary actions within the framework of the law.

Violations of this Code include any action which violates the letter or the spirit of this Code.

The Company seeks to build relationships with each employee based on mutual trust and respect. By abiding by the norms and regulations of this Code, each employee acts in the interests of the Company, maintains the trust of the Company, upholds the reputation of the Company and enables the Company to achieve stability and success.

Each employee shall:

i) confirm that he/she has read this Code by signing in the space below;

ii) review this Code regularly; and

iii) ensure that his/her actions are consistent with principles and requirements contained in this Code.

I hereby confirm that I have read this Code and understand my obligation to abide and be governed by all the conditions and norms of this Code.

Signature _______________________________________________

Date     _________________________________________________