LAW OF UKRAINE ON PRIVATIZATION OF SMALL STATE
                    ENTERPRISES (SMALL PRIVATIZATION)
                               12.04.92

       This Law established the legislative mechanism for the
privatization of
  all assets of (the entire property complex of) small state
enterprises by
  means of the transfer of ownership to (alienation in favor of) a
single buyer
  in one act of purchase and sale.

  SECTION 1. GENERAL PROVISIONS


  Article 1. Spheres of Application of the Law
       This Law applies to those ecomonic spheres subject to urgent
privatiza-
  tion: processing and local industries, building materials
industries, light
  industry  and  food  retail,  construction,  special types of
transportation,
  trade and public  food consumption, domestic consumer services,
and housing
  and remodelling.
        Small enterprises in other spheres also may be privatized
in accordance
  with this Law provided they meet the requirements of Paragraph 1,
Article 2
  here of, or if it is so stipulated in their  privatization plans.
The Law of
  Ukraine On the Privatization of Assets of State-Owned Enterprises
applies to
  small state enterprises not regulated by this Law.

  Article 2. Objects of Small Privatization


     1.The objects of small privatization are all assets of (entire
property
  complexes of small state enterprises including unfinished
construction sites,
  the book value of which does not exceed 1.5 million karbavantsi
(rubles)
  simultaneously,  object of privatization the book value of which
is greater
  than a specified sum and also units (shares, stocks) within the
property of
  the enterprise, can be privatization in accordance with this law,
provided
  that this is stipulated by privatization plans designed in
conformity with
  the  Law  of  Ukraine  On  the  Privatization  of  the Assets of
State-Owned
  Enterprises.

      2.Buildings (edifices, premises) are privatized along with
the subjects of
  privatization situated in them at the buyer's option if this is
not directly
  prohibited by the State Property Fund  of Ukraine, the Supreme
Council of the
  Crimean ASSR or local Councils of Peoples' Deputies. If such
prohibition
  exists, the aforementioned buildings, edifices, premises and
parcels of land,
  on which or in which privatized units are situated,  shall be
trasferred
  under long-term lease arrangements.

     3.Buildings or specific portions there of, which have
national, cultural
  and historical value, and are under the protection of the state,
are not
  dligible for small privatization.

     4.Cultural institutions and premises and buildings dedicated
to providing
  consumer servises which were built at the expense of state
enterprises, and
  which provide services to settlements, districts or
microdistricts in cities
   and towns, public organizations or certain professional
(workers') collec-
  tives may be excluded from the object of privatization in
accordance with a
  decision of the State Property Fund of Ukraine or local bodies
privatization.

  Articte 3. Methods of Small Privatization
       The privatization of small state enterprises shall be
effected through:
       - purchase by workers of the enterprise;
       - sale at auction;
       - public bidding.

  Article 4. Sellers
       Sellers of state-owned and municipally-owned privatization
units are,
  respectively:
       - the State Property Fund of Ukraine and its regional
divisions and
         branches;
       - bodies  of  privatization  created  by  local  Councils 
of  Peoples'
         Deputies;
       The  sellers  of  units  of  privatization owned by the
Crimean ASSR are
  special bodies of property management created by the Supreme
Soviet of the
  Crimean ASSR.
       Bodies  authorized  to  sell  the  units  subject  to 
privatization are
  hereinafter referred to as bodies of privatization.

  Article 5. Buyers


     1.Individuals and legal entities permitted to be buyers under
the Law of
  Ukraine On the Privatization of Assets of State-Owned
Enterprises, may also
  be buyers of small privatization units.

     2.The following cannot be buyers:
       - legal entities, among the founters and participants of
which there is
         one or more legal entity that is at least partially state
owned;
       - bodies of state power and government;
       - citizen who are employees of bodies of privatization and
persons who
         are forbidden to participate  in enterpreneurial
activities according
         to the Law of Ukraine On Enterpreneurship (except for
cases in which
         privatization certificates all used by them).

     3.Buyers - legal persons are obligated to submit to  the State
Property
  Fund of Ukraine and the local privatization agency a document
concerning the
  devision of the statutory fund among the participants. Buyer has
the respon-
  sibility for the trustworthiness of the submitted document in
accordance with
  effective laws.

  Article 6. Sources of Finance for Small Privatization


     1.Object of small privatization may be purchased by those with
the right
  to participate in privatization as designated by this Law with
their own
  personal funds, with  borrowed funds and also in exchange for
privatization
  certificates.
       In the event that the purchase price of an object of small
privatization
  exceeds fifty (50) times the minimum wage, the citizen must
submit a decla-
  ration of income.

     2.Foreign  citizens  and  foreign  legal  entities,
individuals  without
  citizenship, and joint ventures registered on the terrytory  of
Ukraine may
  purchase small privatization units in freely convertible
currency. The value
  of such units shall be recalculated in  freely convertible
currency on the
  basis of a specail privatization exchange rate set by the
National Bank of
  Ukraine.

     3.According to  a decision of the State Propety Fund of
Ukraine or rele-
  vant bodies of privatization or local Cuoncils of Peoples'
Deputies certain
  units  may  be  privatized  by  citizens  of Ukraine and buyers'
associations
  founded by them exclusively for privatization certificates in 
accordance
  with  the  Law  of  Ukraine  On  Privatization Certificates and
the national
  currency (but in an amount that shall not exceed the amount
indicated on the
  privatization certificate).
       The number of such units must not exceed twenty-five
percent(25%) of
  total amount of units which are privatized according to this Law.

     4.Until  the  introduction  of  a national currency of
Ukraine, buyers who
  have the right to participate in privatization according to this
Law may use
  karbovantsi (rubles) to purchase units of privatization through
non-cash
  settlements only from Ukrainian bank accounts opened by them. The
procedure
  for settlements shall be set forth by the Cabinet of Ministers of
Ukraine.

     5.Funds owned by  a workers' collective can be used to
purchase privatiza-
  tion units only in the event that they are transferred to the
individual
  ownership  of  members  of  that   collective  in accordance with
the laws of
  Ukraine.
       Funds of public associations of the physically disabled and
handicapped
  (invalids) can be used to  purchase privatization units by
members of these
  associations  in  instances  where  these  units  are used for
the benefit of
  public associations of invalids.

  SECTION 2. PREPARATION FOR PRIVATIZATION


  Article 7. Register of Units Subject to Privatization


     1.The State Property Fund of Ukraine, the Supreme Council of
the Crimean
  ASSR  and  the  local  Councils  of  Peoples' Deputies, as
appropriate, shall
  approve the register of privatization units submitted to them by
bodies of
  privatization which are in state, republican (Crimean ASSR) and
municipal
  ownership, respectively, and which are subject to:
       - sale at auction or public tender (contest), exclusively
for privatiza-
         tion certificates and currency with quota limits, and for
freely con-
         vertible currency;
       - buy-out, (redemption) by the employees of  privatized
enterprises;
       - other methods of transfer as designated by the Law of 
Ukraine On the
         Privatization of Assets of State-Owned Enterprises.

     2.Within  a  one  (1)  month  period   from  the  day of the
adoption of a
  decision to include an enterprise or one of its structural
subdivisions on a
  register of enterprises to be privatized, the appropriate
privatization body
  must inform the administration of the enterprise of such
decision.

     3.The decision to include particular units of small
privatization (enter-
  prises) on the  register indefinied in  Paragrapf 1 of this
Article shall be
  taken  on  the  initiative  of  appropriate  privatization 
bodies or parties
  interested in acquiring those units  in accordance with State and
local prog-
  rams of privatization.

     4.Buyers (applicants) shall submit an application to the
appropriate
  privatization  body  to  include a particular enterprise on one
of the regis-
  ters of unit subject to pruvatization described in this Article.
       The application should include:
       - the name of enterprise and its location;
       - the  proposed  terms  of  purchase  and  use 
(exploitation)  of  the
         enterprise.
       Along with the application, buyers (applicants) who are
physical persons
  shall provide:
       - information about the applicant(s), including home address
and
         citizenship;
       - account numbers for accounts established at banking
institutions for
         the settlement of the purchase price of the privatization
unit.
       Buyers (applicants) who are legal entities shall provide the
following
  additional information along with their application:
       - applicant's full name and legal address;
       - last name, first name and  patronymic of the director;
       - account numbers for accounts established at banking
institution for
         the settlement of the purchase price of the privatization
unit.
       The  following documents shall be submitted with the
application:
       - proof of payment of the application  fee;
       - notarized copies of organizational documents, with confirm
the right
         of a legal entity to be a buyer in accordance with the
Law;
       - copy of joint activity agreement (of the buyers'
association);
       - declaration of incomes (for citizens) in those
circumstances foreseen
         by Paragraph 1, Article 6 of this Law.
       The form of the application and the amount of the
application fee shall
  be established by the appropriate privatization body. The
application fee
  should  not exceed one-half (1/2) the minimum monthly wage.
       Additional information and documents shall be submitted to
the appro-
  priate privatization body only with the  agreement of the
applicant.

     5.The privatization body shall review the application, and, in
the absence
  of grounds for  rejection, shall include the enterprise on the
register of
  units subject to privatization set forth in Paragraph 1 of this
Article. The
  results of the review of the application shall be reported to the
applicant
  in written form no later than one (1) month from the date of  the
submission
  of the application.
       An application to privatize an enterprise may be rejected
only in the
  following circumstances:
       - the applicant cannot be a buyer according to the
provisions of this
         Law;
       - there is a legally established restriction on the
privatization of the
         enterprise;
       - the registers described in Paragraph 1 of  this Article
have not been
         approved.

     6.The provisions of Paragraphs 3, 5 and 6 of Article 10,
Paragraph 5 of
  Article 12, and Paragraph 2 and 3 of Article 25 of the Law on
Enterprises in
  Ukraine regarding the purchase, sale, assignment, exchange,
lease, transfer
  by  gift,  registration  of  property,  issuance  and  purchase
of commercial
  instruments, giving and receiving credits in amounts which exceed
the average
  annual level of such operations  for three years, shall cease to
apply to an
  enterprise from the moment of the decision to include an
enterprise on one of
  the  registers  described  in  Paragraph 1 of this Article. In
the event that
  these activities are essential for the effective operation of an
enterprise
  subject  to  privatization,  such  enteprise  may  continue  to
perform these
  activities with the permission of the appropriate privatization
body.

  Article 8. Preparation of Small Privatization Units for Sale


     1.Preparation for the privatization of an enterprise shall
begin from the
  memont a decision to privatize the enterprise is taken.
       The  preparation of a small privatization unit for sale
carried out by
  privatization bodies which shall:
       - determine  the initial offering price at auction or tender
(contest)
         or the sale price of the unit subject to privatization by
buy-out
         (redemption);
       - prepare or publish information on small privatization
units;
       - reorganize or liquidate a state enterprise.
       Privatization bodies may engage consultants or other
specialists to
  assist in the fulfillment of their duties here under according to
terms and
  conditions stipulated by the Law of Ukraine On Privatization of
Assets of
  State-Owned Enterprises.

     2.The period of preparation for sale of a small privatization
unit should
  not exceed two (2) months from the moment the decision is made to
include the
  enterprise on the appropriate register of units subject to
privatization.

  Article 9. Determination of the Sale Price of Small Privitazation
             Units


     1.Privatization bodies shall conduct inventories of the
property of small
  privatization units, where in the adjusted (actual) value of
fixed assets and
  current assets shall be determined, accounting for the creditor
and debtor
  indebtedness of the enterprise.
       Inventories and appraisals of the property of the
privatization unit
  shall be endorsed by the person responsible for taking the 
inventory and
  appraising the property and shall be approved by the director of
the privati-
  zation body.

     2.The selling price of a unit designated for privatization by
means of
  buy-out (redemption) and the initial offering price for a small
privatization
  unit to be offered at auction or by public tender (contest) is
determined as
  the sum of adjusted value of fixed assets and the actual value of 
current
  assets, accounting for creditor and  debtor indebtedness.

     3.The Cabinet  of Ministers of Ukraine, the Supreme Council of
the Crimean
  ASSR and local Councils of Peoples' Deputies, as appropriate,
shall determine
  those small privatization units whose sale price or whose initial
offering
  price at action or public tender is based on the adjusted value
of its assets
  and potential profitability or the market value of its property
as determined
  by expert valuation.

  SECTION 3. SALE OF SMALL PRIVATIZATION UNITS BY MEANS OF BUY-OUT
             (REDEMPTION)


  Article 10. Publication of Registers of Units Subject to
              Privatization by Means of Buy-Out (Redemption)
       The appropriate privatization body shall publish a register
of units
  subject  to privatization by means of buy-out (redemption) in
information
  bulletins and in the local press.
       The register should include the following  information:
       - the name of privatization unit and its location;
       - the address  to which applications for privatization
should be sent;
       - deadline for the submission of applications and the
application fee.
       Such information should be published no later than fifteem
(15) days
  from the date of  the decision approving the register of units
subject to
  privatization by means of buy-out (redemption).

  Article 11. Sale of Privatization Unit by Means of Employee
              Buy-Out


     1.An  employee  buy-out  of small privatization units may take
place under
  the following conditions:
       - such units  will  be included in the registers identifying
those units
         that shall be privatized by means of a buy-out by a
buyers' associa-
         tion which shall include within its membership not less
than fifty
         percent (50%) of the workers of the enterprise;
       - applications must be submitted within fifteen (15) days of
the date of
         publication of the register of units subject to
privatization by means
         of employee buy-out.
       A  second  application  will  not  be  required  if  an 
application was
  submitted  before  the  publication  of  the aforementionned
register. In the
  event that the employees  have not submitted an application for
privatization
  within the specified time period, then the unit will be offered
for sale at
  auction or public tender (by contest).
       The buy-out of an enterprises' leased property shall be
carried  out in
  accordance with the provisions set forth in Article 17 of the Law
of Ukraine
  On the Privatization of Assets of State-Owned Enterprises.
       Other  buyers  may  be  given  the option to buy-out small
privatization
  units that were not sold at auction or through public tender (by
contest).
       The appropriate privatization body shall establish the
procedures and
  method for the buy-out of such enterprises by other buyers.

     2.After  the  buy-out  of  an  enterprise, its new owner
becomes the legal
  successor  of property rights  and  obligations of the privatized
enterprise.

  Article 12. Determination of the Selling Prices of Units Subject
              to Privatization by Means of Buy-Out (Redemption).


     1.The selling price of a unit subject to privatization by
means of buy-out
  (redemption)is determined in accordance with the Article 9 of
this Law.

     2.Mechanical installations (machinery, mechanization) whose
values have
  depreciated by seventy percent (70%) or more shall be transferred
together
  with the other assets of the enterprise without additional
payment.

     3.The free transfer of ownership of buildings (edifices,
premises) is
  forbidden.

     4.Unusual current assets/expenses shall be excluded from  the
property
  subject  to  buy-out  (redemption).  Such  assets/expenses may be
included by
  means of exterding interest-free credit for  a period  not
exceeding three
  years.

  Article 13. The Limitation of Rights to Use after the Buy-Out
              (Redemption)


     1.The redeemed privatization unit shall not be alienated
(sold, trans-
  ferred without payment, given as a gift, etc.) before the
introduction of the
  Ukrainian national currency, unless otherwise provided by the
terms of the
  sale.

  SECTION 4. THE SALE OF SMALL PRIVATIZATION UNITS AT AUCTION OR BY
             PUBLIC TENDER (CONTEST)


  Article 14. Sale at Auction
       The sale of small privatization units at auction foresees
the direct
  transfer of rights of ownership to the buyer who offers the
highest price.

  Article 15. Sale by Public Tender (Contest)
       The  sale of small privatization units by public tender
(contest) fore-
  sees  the  transfer  of  the rights of ownership to the buyer who
offers the
  best terms  for further development (exploitation) of the unit or
the highest
  price on equal terms.

  Article 16. Information on Units Subject to Sale at Auction or by
              Public Tender (Contest)


     1.The information on units subject to sale at auction or by
public tender
  should contain:
       - the name of privatization  unit and its location;
       - the amount (volume) of its output and a register of its
principal
         production (goods and services) including the production
for export;
       - number and strucuture of staff;
       - balance of assets and liabilities and a statement of
profitability for
         the last three years;
       - information about buildings (edifices, premises), land
where the unit
         is located and the terms for their use;
       - the starting sale price, conditions of sale and use
(exploitation) of
         the unit, including means of payment of the purchase
price;
       - sum of encumbrances;
       - name of bank, address  and account information (including
account
         namber) of the account opened for the settlement of the
purchase price
         of privatization units;
       - the deadline for the acceptance of applications;
       - time and place for personal examination of the unit;
       - time and place of auction or public tender (contest);
       - address, telephone number, and business hours of the
office respon-
         sible for arranging the auction or public tender
(contest);
       - other information, as determined by the privatization
body.
       The aforementioned information shall be published in
bulletins by priva-
  tization bodies or in the local press no later then thirty (30)
days prior to
  the auction or the public tender (contest).

     2.Information about the final sale price or other results of
the sale at
  auction or by the public tender (contest) of a privatization unit
must also
  be published.
       Such information shall be published within fifteen (15)
calendar days
  from the date of announcement (adoption) of the decision to sell
the unit.

  Article 17. Terms of Participation of Buyers in Auction and
              Public Tenders (Contests)


     1.The sale of privatization units is executed in the presence
of at least
  three buyers (bidders) at auction or in public tender (contest).
The buyers'
  association is represented at auction and  at public tender
(contest) by its
  authorized representative.

     2.The State Property Fund of Ukraine, the Supreme Council of 
the Crimean
  ASSR and Local Councils of Peoples' Deputies have the right to
set additional
  terms for buyers' participation in auction and in public tenders
(contests)
  that do not contradict the objectives and purposes of this Law.

     3.In order to participate in auctions and public tenders
(contests) buyers
  (bidders) must pay a registration fee set by privatization
bodies, which fee
  may not exceed the minimum monthly salary (unless the unit is to
be sold for
  hard currency in which case the fee shall be two hundred U.S.
Dollars ($200),
  together with a deposit of ten percent (10%) of the initial
offering price of
  the unit. The deposit applies when the initial offering price
exceeds two
  thousant  (2000)  karbovantsi  (rubles).  The deposit is invested
by non-cash
  transfer into an appropriate bank account.
       If the buyer (bidder) expresses a desire to participate in
the auction
  or tender of several units, the deposit shall be determined by
the sum of the
  initial offering price of each of the units.

     4.After the auction or public tender (contest), the deposits
are returned
  to all participants of the auction or public tender (contest).
With respect
  to the buyer who purchased the privatization unit, the amount of
the deposit
  after the application of state tax shall be included in the final
settlement
  of the purchase price.

     5.Physical persons or legal entities (including the buyers'
association)
  wishing   to  be  registered  as  participants in an auction or
public tender
  (contest) must provide:
       - documentation certifying the identity and authority  of
the physical
         person or the representative of a legal entity, as
appropriate;
       - receipt for payment of the registration fee;
       - certificate evidencing the deposit;
       - income declaration in those cases where the unit's initial
offering
         price exceeds the minimum level set forth in Paragraph 1
of Article 6
         of this Law;
       - agreement of joint activity (for buyers' associations).

     6.Information about participents in the auction or public
tender (contest)
  shall be entered into a registration book separately for each
unit sublect to
  privatization, and shall contain the following:
       - assigned number (according to registration);
       - last name, first name and patronymic of  the individual
acting on his
         or her own behalf or of the representative of the legal
entity (name
         of legal entity);
       - account number, name and address of banking institution in
which the
         fund are invested.

     7.Application  for  participation  in an auction must be
received no later
  than three (3) days prior to the announced date of the auction
and applica-
  tions for participation in public tenders (contests) must be
received no
  later than seven (7) days prior to the announced date of the
public tender
  (contest).

  Article 18. The Auction Procedure

     1.Auctions are administered by the appropriate privatization
body or legal
  entity authorized to act on its behalf.

     2.The authorized representative shall act in accordance with
an aggrement
  entered into with the privatization body.
       The agreement should stipulate:
       - the  duration of the auction;
       - the initial offering price and  the basis for lowering the 
price;
       - the  amount and the terms of payment of the
representative;
       - mutual  obligations  of  the  parties,  the basis for
cancellation or
         termination of  the agreement and the financial
obligations of the
         parties;
       - other conditions agreed to  by the parties.

     3.In order to participate in auctions, each buyer (bidder)
shall be issued
  a ticket of participation which shall contain the following
information:
       - the index number assigned to the participant for the
bidding process;
       - the name(s) of the unit(s) that the participant shall be
bidding for;
       - the  terms and procedures of the auction.
       Other persons who pay the appropriate entrance fee may be
present at the
  public bidding process. The amount of entrance fee shall be
defined by the
  privatization body.

     4.The  auction  is  conducted  directly  by the auctioneer.
The auctioneer
  shall describe the privatization unit and the terms and
conditions for sale.
  The bidding will commence from the moment of the announcement of
the initial
  offering price of the unit. If after three (3) minutes from the
announcement
  described  above,  no  price  is  offered  which exceeds the
initial offering
  price, the auctioneer (simultaneously with the striking of the
auctioneer's
  gavel) shall announce the purchase of  the unit by the person who
offered the
  highest price.

     5.If  within  the  first  three  (3) minutes after the
announcement of the
  initial  offering  price  there  are  no   buyers  at the auction
prepared to
  purchase the privatization unit, the auctioner, according to the
agreement
  with  the privatization body, has the right to lower the offering
price by no
  more than thirty percent (30%) of the original offering price. In
after lowe-
  ring the price the unit is still not sold, the bidding process
shall  be
  usupended.

     6.A  register shall be kept during the auction which shall
include infor-
  mation on the initial offering price of the privatization unit,
offers and
  propositions  of  the  auction  participants  and  the  result of
the bidding
  process (including the selling price and information about the
individual or
  representative of the legal entity who acquired the right to 
purchase the
  unit).
       The register shall be the auctioneer and the physical person
acting on
  his  or  her  own  behalf  or  as a representative of a legal
entity that was
  acquired the right to purchase  the unit.
       This register shall be delivered to the appropriate
privatization body.

  Article 19. The Public Tender (Contest) Procedure


     1.Bidders for the  public  tender  shall  be  selected  by the
competition
  committee which is established by the privatization body. The
committee is
  formed of specialists experts and representative of the local
Council of
  Peoples'  Deputies  (in  the  event  the  unit  being  offered 
is  municipal
  property). The committee may consist of five (5) to nine (9)
persons. The
  chairman of the committee is appointed by the appropriate
privatization body.
       The committee acts in accordance with an agreement entered
into with the
  privatization body.

     2.The competition committee sets forth the terms and condition
of the
  contest procedure.
       The conditions of the tender may include:
       - an initial offering price of the unit;
       - measures for the protection of the environment, compliance
with ecolo-
         gical norms and the best possible ecological consequences
from the use
         of the unit;
       - requirement on maintaining the specialization of the
enterprise;
       - other terms and conditions at the discretion of the
competition
         committee.
       The appropriate privatization body shall approve terms and
conditions of
  the tender (contest).

     3.In order to participate in the tender, a buyer (bidder) must
submit a
  plan of privatization for the unit to the competition committee
which should
  contain:
       - the name and  place of location of the unit;
       - information about a buyer (bidder);
       - a proposed purchase price;
       - obligation with respect to the terms and conditions of the
tender
         (contest);
       - additional obligations concerning the unit's further
exploitation;

     4.The tender is  conducted in two stages. The name of a
initial winner is
  announced during the first stage. Information concerning  the
propositions of
  the winner is made available to all the participants of the
tender (contest).
  The initial winner shall be declared the final winner if no
additional propo-
  sitions are submitted by any of the remaining participants within
five (5)
  working days.
       If within the time period set forth above additional
proposals are sub-
  mitted, the competition committee shall  reconvene to review the
additional
  proposals given by the participants of tender (contest) and to
determine the
  final winner.
       Employees of enterprises that have created a  buyers'
association to
  participate  in  the  republic  tender  shall  have the
preferential right to
  acquire the enterprise if all other terms are equal.

     5.Meetings of the competition committee are closed. The
initial winner and
  the final winner shall be selected by a two-thirds (2/3) majority
vote of the
  committee.

     6.The  sale  price  is  determined during the public tender
procedure. The
  unit cannot be sold for a price that is lower than seventy
percent (70%) of
  ifs initial offering price.

     7.At the conclusion of the meeting, the competition committee
prepares a
  register which includes the following information:
       - the terms and conditions of contest;
       - the proposals of the various participants;
       - the reasons for the selection of the winner;
       - information about the participants (bidders) in the
tender.
       The register shall be signed by all members of competition
committee and
  shall be forwarded to the appropriate privatization body.
       The results of the contest shall be approved by the
privatization body.

  Article 20. Sale at Auction or by Public Tender (Contest) Using
              Privatization Certificates
       The  sale  of  a  privatization  unit  at auction or by
public tender in
  exchange for privatization certificates shall be carried out in
accordance
  with provisions of this Law, taking into account the following:
       - only citizens of Ukraine and buyers' associations
organized by them
         can participate in such auctions or tenders in exchange
for privatiza-
         tion certificates;
       - privatization certificates  and national currency with
quota restric-
         tions set by privatization bodies shall be the only
acceptable units
         of payment;
       - only those units identified in the register referred to in
Article 7
         of this Law can be subject to sale at auction or public
tender in
         exchange for privatization certificates.

  Article 21. Sale at Auction or by Public Tender (Contest) for
              Freely Convertible Currency
       The sale at auction or by public tender (by contest) for
freely conver-
  tible currency shall  be conducted in accordance with the
provisions of this
  Law, taking  into account the following:
       - any buyers, designated as such by the Article 5 of this
Law have the
         right to take part in such auction  or tender;
       - freely convertible currency shall be the unit of payment;
       - only those units identified in the register referred to in
Article 7
         of this Law shall be subject to sale at auction or public
tender for
         freely convertible currency.

  Article 22. Suspension and Termination of Agreements Made at
              Auction or Public Tender (Contest)


     1.An auction or public tender (contest) may be suspended and
the unit
  withdrawn from the bidding process on the demand of any
participant or the
  privatization body in the following circumstances:
       - the requirements regarding the summary of information and
the timing
         of  its  publication  according  to  Article  16  of this
Law were not
         complied with;
       - the unit is included in the privatization registry in
violation of
         law;
       - the buyer (bidder) is not recognized as such in accordance
with the
         privatization law;
       - other rules relating to the announcement (publication) and
procedure
         of auction or tender (contest) stipulated by this Law were
substan-
         tially violated.

     2.The foregoing violations may be the basis for a court order
declaring
  the agreements made at auction or tender (contest) to be null and
void. The
  privatization body or any participants at the auction or tender
may make an
  application  before a court for a judgement declaring the 
agreement is null
  and void within a one (1) month period from the date of the
auction or the
  completion of the tender (contest).

  Article 23. Repeated Sale of the Unit at Auction or Public Tender


     1.The privatization body shall compile lists of units not sold
or with-
  drawn from auctions and tenders and shall decide whether to
repeat the sale
  of these units at auction or tender (contest) or to effect their
privatiza-
  tion through buy-out (redemption) by other buyers or by selling
shares or to
  liquidate the enterpruse, and so on.

     2.At a repeated auction or tender, a change in the terms and
conditions of
  the sale, including the initial offering price, is permitted.
       In this instance the initial offering price may be lowered
before and
  during the  bidding process up to thirty percent (30%).
       Repeated auctions or tenders shall be conducted in
accordance with the
  provisions of this Law.

  SECTION 5. SUCCESSION TO THE RIGHTS OF OWNERSHIP AND PROCEDURES
             OF SETTLEMENT FOR THE PURCHASED PROPERTY


  Article 24. Ownership Right


     1.The right to own, use and manage the unit is transferred to
a buyer
  (bidder) who purchased a privatization unit at auction or tender
from the
  moment of  the striking of the auctioneer's gavel or upon the
signing of the
  register of the competition  committee at a meeting recognizing
the final
  winner or, from the date of the decision by the privatization
body as to the
  buy-out (redemption) of the unit.

  Article 25. Purchase-Sale Agreement


     1.The right to  own state property is confirmed by the
purchase-sale
  agreement between the buyer and authorized representative of the
appropriate
  privatization body. The  purchase-sale agreement is subject to
notarial
  confirmation.

     2.The agreement shall contain:
       - the name of the enterprise and its address;
       - information about seller and buyer;
       - final sale price of the unit (sold be contest) or the
amount of the
         redemption (buy-out);
       - reciprocal obligations of buyer and seller;
       - number of their clearing accounts;
       - names and addresses of banking institutions;
       - terms and conditions of payments.

     3.The agreement shall include the obligations of parties
defined by terms
  and conditions of the auction, the tender (contest) or
redemption.

     4.The purchase-sale agreement shall serve as the basis for the
deposit
  into the banking institution account designated by the agreement
to pay for
  the purchased privatization unit.
       The buyer is obligated to deposit the purchase price within
thirty (30)
  calendar days from the assumption by him of the ownership rights
to the pri-
  vatized unit. The period for paying the purchase price may be
extended for an
  additional thirty (30) calendar days provided that fifty percent
(50%) of the
  pruchase price is paid prior to the extension.

     5.After payment in  full of the purchase price or payment of
the first
  installment there of as forth in the purchase-sale agreement, the
authorized
  representative of the privatization body  and the new owner shall
execute
  bill of sale evidencing the transfer of the assets of the
state-owned
  enterprise.

     6.The purchase-sale agreement shall be registered with the
local Council
  of People's Deputees.

       Translated by the Council of Advisors to the Parliament of
Ukraine,
  April 12, 1992