The Government of the Republic of Armenia (GOA) hereby gives its duly approved consent to the sale of the shares of the Armenian Electricity Network by Midland Resources Holding Limited (Midland) to Interenergo BV, subject to the following:

1. This Consent shall be valid only so long as the agreement signed by and between Midland, Interenergo BV and RAO UES on December 30, 2005 (Agreement), a copy of which is attached to this Consent and made an integral part of it is valid and enforceable. If the Agreement becomes invalid or unenforceable for any reason whatsoever, this Consent shall be deemed withdrawn and voided for all purposes, and Midland shall remain liable for all its obligations and responsibilities under the Share Purchase Agreement signed by and between Midland and GOA on August 26, 2002.

2. RAO UES have represented to GOA that by December 31, 2006 InterRAO UES shall meet the following criteria for qualification:

a. a minimum of US$ 100 (one hundred) million turnover during any 3 (three) of the previous 4 (four) financial years. b. a minimum of US$ 100 (one hundred) million in net assets during financial years 2005 or 2006. c. audited financial statements from an auditor acceptable to GAO for any 3 (three) of the previous 4 (four) financial years, provided that the audited financial statement for the last year presented is unqualified, except when the audit qualification does not have an adverse effect on the finances and management of InterRAO UES and Interenergo BV, as well as the operations of Armenian Electricity Network.

3. By August 31, 2007, InterRAO UES shall submit to GOA all the necessary documents to demonstrate that it has met the criteria for qualification under section 2 above. Within 30 (thirty) days from the submission of such documents, GOA, In its sole discretion, shall determine whether InterRAO UES has met the criteria for qualification under section 2 above.

5. If, within 30 (thirty) days, GOA, in its sole discretion, determines that InterRAO UES has not met the criteria for qualification under section 2 above, than it shall so advise Midland, InterRAO UES, Interenergo BV and RAO UES of its determination, and state the reasons for such determination. Thereafter, InterRAO UES shall have 45 (forty five) days to take further steps to meet the criteria for qualification under section 2 above, and resubmit the necessary documents for that purpose to GOA. If, within 30 (thirty) days, GOA, in its sole discretion, determines that InterRAO UES has met the criteria for qualification under section 2 above, than it shall so advise Midland, InterRAO UES, Interenergo BV and RAO UES, in writing, of its determination, and consent to the substitution of RAO UES with InterRAO UES in relation to RAO UES' obligations under the Agreement. Thereafter, this consent shall become final.

6. If, within 30 (thirty) days of InterRAO UES' submission of the further revised documents, GOA, in its sole discretion, determines that InterRAO UES has not met the criteria for qualification under section 2 above, than it shall so advise InterRAO UES, Interenergo BV and RAO UES of its determination. Therefater, RAO EUS and Interenergo BV shall become jointly liable for all of shareholder's obligations and responsibilities under the legislation of Republic of Armenia and Share Purchase Agreement signed by and between Midland and GOA on August 26, 2002.

After the determination by the GOA that InterRAO UES has not met the criteria for qualification under section 2 above, and during the term of the Share Purchase Agreement signed by and between Midland and GOA on August 26, 2002, InterRAO UES may submit further documents to the GOA to demonstrate that it has met the criteria for qualification under section 2 above. Provided, however, that the GOA may, from time to time, at it's sole discretion, reasonably amend the requirements for qualification, in order to meet new conditions, including but not limited to inflation, and inform InterRAO UES and RAO UES, in writing, of such changes. If, within 30 (thirty) days of InterRAO UES' submission of the further revised documents, GOA, in its sole discretion, determines that InterRAO UES has met the criteria for qualification under section 2 above, with any amendmends, than it shall so advise InterRAO UES, Interenergo BV and RAO UES, in writing, of its determination, and consent to the substitution of RAO UES with InterRAO UES in relation to RAO UES' obligations under this section 6.

(6-րդ կետը խմբ. 16.06.06 N 861-Ա) 

7. InterRAO UES shall at all times be at least 60 (sixty) percent owner of the outstanding shares of Interenergo BV, unless agreed otherwise in writing by the GOA. In the event the percentage of shares held by InterRAO UES in Interenergo BV become less then 60 (sixty) percent without prior written consent of the GOA, then

a. if InterRAO UES has met the criteria for qualification under section 2 above, InterRAO UES and Interenergo BV shall become jointly liable for all of shareholder's obligations and responsibilities under the legislation of the Republic of Armenia and Share Purchase Agreement signed by and between Midland and GOA on August 26, 2002.

b. if InterRAO UES has not met the criteria for qualification under section 2 above, RAO UES and Interenergo BV shall become jointly liable for all of shareholder's obligations and responsibilities under the legislation of the Republic of Armenia and Share Purchase Agreement signed by and between Midland and GOA on August 26, 2002.

(7-րդ կետը խմբ. 16.06.06 N 861-Ա) 

8. Tfie laws of the State of New York, USA shall govern this Consent. The dispute resolution provision defined in Article 10.12 of the Share Purchase Agreement signed by and between Midland Resources Holding Limited and the Government of Armenia on August 26, 2002 shall apply to all disputes related to or arising from this Consent and the Joint and Several Liability Agreement, between GOA, Midland Resources Holding Limited. lnterenergo BV and RAO UES.

9. This Consent shall become effective and valid only upon:

a. the written acknowledgement of its terms by Midland, InterRAO UES, Interenergo BV and RAO UES, b. the written acknowledgement by Midland and Interenergo BV, that the reference to no "third party rights" in section 2.1 of the agreement between Midland and Interenergo BV dated December 27, 2004, does not apply to the sovereign actions of the Republic of Armenia. c. (c ենթակետը հանված է 16.06.06 N 861-Ա)

10. Upon this Consent becoming effective and valid the ownership of the shares of the Armenian Electricity Network by Interenergo BV may be duly registered. If, within 30 days after this Consent becomes effective and valid, Interenergo BV fails to duly register its ownership of the shares of Armenian Electricity Network, this Consent shall be deemed withdrawn and voided for all purposes, and Midland shall remain liable for all of its obligations and responsibilities under the legislation of Republic of Armenia and Share Purchase Agreement signed by and between Midland and GOA on August 26, 2002.