Contract of Cession of Credit

Contract of Cession of Credit

Preamble

The current Contract of cession of credit takes place within the CEDENT’s liquidation procedure file nr. 30/S/1999 with the Timis Court and following the dispositions of the Law 65/1995 republished.

Complying with the Conclusions nr. 1921/CC and 2355/CC announced by the Syndic Judge in the public sessions of November 15^th, 2001 and December 13^th, 2001 in the liquidation dossier nr. 30/S/1999 with the Timis Court – Commercial Section and in compliance with the Bilateral Promise of Sale-Purchase dated of September 24^th, 2001, the Additional Act nr. 2 dated October 11^th, 2001 and the Additional Act nr. 3 dated October 18^th, 2001

and

observing that the headquarter of Comtim SA (in liquidation) located in Timisoara, 7 aprilie 1929 no. 1 is the object of two restitution procedures: one restitution procedure (now suspended) based on the Common Civil Law (procedure noted in the title deed CF 425 Timisoara section B 7) and a restitution notification based on the Law 10/2001

the contractual parties

1) S.C. Comtim S.A. (in liquidation), of Timisoara, street 7 aprilie 1929 nr. 1 registered with ORC Timisoara with the nr. J35/1192/1991, fiscal code R 1826915, company now in judicial liquidation based on the Law 64/1995 republished, represented by S.C. PRICEWATERHOUSECOOPERS MANAGEMENT CONSULTANTS S.R.L. of Bucharest, street Costache Negri nr. 1 – 5, sector 5 registered with O.R.C. Bucharest with the nr. J40/25750/1994, fiscal code nr. R6812848, as the LIQUIDATOR named in the dossier nr. 30/S/1999 with the Timis Court, through Mr. Emilian Radu – administrator, in the quality of CEDENT

and

2) S.C. Agrotorvis S.R.L. of Timisoara, str. Ciprian Porumbescu nr. 94, copr. B, registered with ORC Timis with the nr. J35/I122/2001, represented by Mr. Renato Andretta – administrator, in quality of CESSIONARY

Emilian Radu (initials) Renatto Andretta (initials)
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of mutual accord agree to enter, under private signature, in the present contract with the following clauses:

ART. 1 DEFINITIONS AND INTERPRETATIONS

1.1. “LITIGIOUS RIGHTS” means the rights of the CEDENT to the headquarter of Comtim of Timisoara, 7 aprilie 1929 street nr. 1 under a litigious action as it is described in the preamble of this Contract, as well as the obligations that can be imposed on the CEDENT following the resolution of the litigious proceedings

1.2. “THE PARTIES” means the CEDENT and the CESSIONARY

1.3. “THE LIQUIDATION’S BANK ACCOUNT” means the S.C. Comtim S.A. (in liquidation) liquidation bank account nr. 2641000067594 at the ABN Amro Bank Timisoara.

1.4. “CONTRACT” means the current Contract of cession of credit between the CEDENT and the CESSIONARY.

ART. 2 THE OBJECT OF THE CONTRACT

2.2 The CEDENT transmits and the CESSIONARY receives the credit comprised of the LITIGIOUS RIGHTS to the headquarter of Comtim S.A. (in liquidation) located in Timisoara, street 7 aprilie 1929, nr. 1, which could be obtained through the resolution of the litigious proceedings mentioned in the Preamble.

ART. 3 THE PRICE OF THE CESSION

3.1. The negotiated PRICE, agreed by both parties, is the equivalent in lei of 80,000US$ (eighty thousand US dollars) calculated based on the conversion rate leu/US$ of B.N.R. from the day of the payment; TVA is not applicable.

3.2. The amount of 80,000US$ will be paid in the liquidation account of S.C. Comtim S.A. (in liquidation) nr. 264100067594 opened at the Timisoara branch of ABN Amro Bank guaranteed by the Letter of guaranteed payment nr. 062/18.10.2001 issued by the Italo-Romena Bank – last paragraph – not later than five working days from the date of signature of the present Contract.

ART. 4 THE OBLIGATION OF THE CEDENT

4.1. The CEDENT makes the commitment that in case of a favourable solution to the CEDENT of the restitution procedures and obtaining the title deed to the headquarter of Comtim S.A. street 7 aprilie 1929 nr. 1 Timisoara, to transmit the CESSIONARY the corresponding title deed.

Because the CEDENT uses the building for the liquidation procedure, the transfer of the title deed will take place after the conclusion of the liquidation procedure, before the removal of the CEDENT from the Commerce Registry.

4.2. In order to achieve this goal, the CEDENT will continue the judicial procedure to obtain the title deed to this building on at the expense of the CESSIONARY.

ART. 5 THE OBLIGATION OF THE CESSIONARY

5.1. The CESSIONARY makes the commitment to take hold of the property in the eventuality of a favourable solution to the CEDENT during the restitution proceedings and obtaining the tile deed to the headquarter of Comtim S.A. Timisoara, 7 aprilie 1929 nr. 1.

5.2. The CESSIONARY makes the commitment to pay all the expenses part of the continuation of procedures to obtain the LITIGIOUS RIGHTS, including the lawyers’ fees, those of technical expertise and evaluations and judicial stamp fees, within a maximum of 30 days from the date when the payment is requested by the CEDENT.

The lawyers’ fees are those negotiated between the CEDENT and the Lawyer’s Practice in the Contract for judicial assistance, stamp fees are those provided by the law and the fee for expertise are those mandated by the Courts.

ART. 6 EXCLUSION OF CALUSES, GUARANTEES AND RESPONSABILITIES

The CESSIONARY declares that:

- it understands the status of the litigious rights that are the object of this contract

- it understands the aleatory character of this contract

ART. 7 THE LIMITATION OF LIQUIDATOR’S RESPONSIBILITY

The LIQUIDATOR does not assume any responsibility related to this or created by this Contract or in any other document that refers to this Contract; the LIQUIDATOR takes part in this Contract, at all times as the representative of the CEDENT and will not have any responsibility to the CESSIONARY when being in this position.

ART. 8 THE ANNULLMENT OF THIS CONTRACT

In the event that the CESSIONARY does not comply with its payment duties of expenses as outlined in art. 5.2. the Contract will be annulled as a whole, without notification, without a delay option or the intervention of the Court, the amount of 80,000US$ will be kept for damages of interest.

ART. 9 ACT OF GOD

An act of God exonerates of any responsibility the party that invokes it under the provision of a written notification to the other party within 5 days from the day of the event, confirmed within 15 days by a proving certificate issued by the Chamber of Commerce and Industry which has jurisdiction.

ART. 10 FINAL PROVISIONS

10.1 Any litigious issues relative to the present Contract will be solved amiably, on the contrary the litigious issue will be brought for a solution in front of the respective Court.

10.2 The Parties agree that an initial copy of this current Contract signed by fax produces the same effects as the copies signed in original, following that on December 17^th, 2001 the originals will be presented.

Concluded today, December 13^th, 2001 in three original copies, one for every contracting party and one to be entered in the dossier nr. 30/S/1999 at the Timis Court.

S.C. COMTIM S.A. (IN LIQUIDATION)	S.C. Agrotorvis S.R.L.
by the liquidator	by Renato Andretta (signature)
PricewaterhouseCoopers Management Consultants SRL
Emilian Radu (signature)

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