Deed Of Agreement 1

In the agreement between: MR. BRUCE K. MISAMORE YUKOS Oil & Gas Company, 31a, Dubininskaya Street, Moscow 115054, RUSSIA.

Applicant.

And MR. AUGUSTO E. President -

Respondent.

MUTUAL CONFIDENTIALITY, NONDISCLOSURE AGREEMENT ON PROSPECTIVE JOINT VENTURE. WHEREAS, the parties would like to explore the possibilities for engaging in a mutually advantageous business relationship, and WHEREAS, it is therefore necessary for each party to disclose to the other certain information deemed proprietary and confidential by the party in connection with such potential transactions. NOW, THEREFORE, the parties hereto agree as follows: CONFIDENTIALITY: 1.1: MR. AUGUSTO E. RANGEL shall not disclose to any third person, firm, or corporation, any confidential information that he receives from MR. BRUCE K. MISAMORE without permission except that Confidential Information may be disclosed by him on a “need to know” basis to his employees, agents or subcontractor whose consent to be bound by the terms of this Agreement. Confidential Information shall mean any proprietary information not publicly known, including but not limited to, technical or business information, procedures, business and financial plans, prospects, including any information disclosed to him in confidence whether or not specifically labelled or designated as “Confidential”.

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1.2: MR. AUGUSTO E. RANGEL shall use at least the same degree of care in safeguarding the Confidential Information of MR. BRUCE K. MISAMORE as he uses for his own confidential and proprietary information. PROSPECTIVE JOINT VENTURE: The parties wish to undertake negotiations relating to the transaction and exchange of money while maintaining the confidential nature of the pungency of such negotiations and the money both during and after such negotiations are concluded and as a condition to each party furnishing confidential information to the other party, each party agrees to enter into this agreement. NOW, THEREFORE, in consideration of the forgoing, know all men by these presents that MR. BRUCE K. MISAMORE wishes to disclose the following Confidential Information by stating thus: That he, MR. BRUCE K. MISAMORE hereby willingly entrust the sum of One Hundred and Twenty Four Million United States Dollars Only $124,000,000.00USD on the absolute care and management of MR.

AUGUSTO E. RANGEL of Panamax Importadores y exortadores Asociados S.A – Panama, for the purpose of mutually rewarding business investment in Panama. That he, MR. BRUCE K. MISAMORE hereby do solemnly give exclusive right and legal authority to MR. AUGUSTO E. RANGEL to act in his place for the management of the sum of money and whose endorsement of this irrevocable agreement hereby guarantees to exercise his rights in total as it relate to this transaction in good faith. That he, MR. BRUCE K. MISAMORE hereby agrees to deduct from the sum of money all expenses like: foreign bank charges, cost of International transfer/Movement of funds to final destination, and other miscellaneous expenses that might be incurred in the cause of this transaction prior the proposed investment.

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After the reimbursement of all expenses incurred, the balance sum of money is hereby refers to as “Lump Sum” and therefore shall be judiciously invested as would be agreed upon whereas, MR. AUGUSTO E. RANGEL shall be entitled to the agreeable percentage of 1% of the “Lump Sum” as compensation for his time, cooperation, assistance, and support to ensure successful consummation of this transaction. In addition, MR. AUGUSTO E. RANGEL shall also be entitled a percentage of 5% of the marginal profits realized from the investment of the lump sum periodically as his entitlement/benefit for the proposed investment under his supervision and management. That the disbursement of funds shall be payable only when MR. AUGUSTO E. RANGEL has duly confirm receipt of the total sum of money as stated above in his designated bank account in good faith. That this order of payment is assignable, transferable and devisable, and this agreement shall be interested and construed in accordance with the laws of all countries or jurisdictions as controlled where the banks are located. That this agreement reached by both parties serves as an irrevocable agreement on this day being the 15TH day of December 2005, which must be abided by entities involved. That this day, this agreement reached by both parties is governed by the mutual principle of interest of the two parties involved. That is, MR. BRUCE K. MISAMORE and MR. AUGUSTO E. RANGEL. DATED in London, United Kingdom on this day the 15TH day of December 2005.

MR. MUSLIMOV RUSLAN

MR. AUGUSTO E. RANGEL PIEXA.

ROBERT NEWEY, M.A., LL.B. (Hons) Robert Newey & Co., (Member - Chown Dewhurst Tax Group) Regulated by The Law Society 51 Lafone Street, London SE1 2LX.