City Mix L.L.C. -Abu Dhabi                   PO BOX 47427
               --------------------------                   Abu Dhabim U.A.E.
        (A Company with a Limited Liability with            Tel +971-2-622-3458
         a Paid-up Capital of UAE Dhs 150,000)              Fax +917-2-622-3457

January 4, 2005

                             LETTER OF UNDERTAKING
                             ---------------------

Pursuant to the agreements  reached  between the parties and taking into account
Mr.  Mubarak Al Ahbabi's  wishes City Mix LLC  undertakes to make the settlement
with Mr. Mubarak Al Ahbabi ("Mr. Mubarak") as follows.

1.   A current  date check for AED 191,000  shall be  forwarded  to Mr.  Mubarak
     through Mr. Khalid M. Kadfoor AL-Mehairi of Emirates Advocates upon signing
     legal documents prepared by Emirates Advocates by Mr. Mubarak.
     Note. The amount of AED 191,000  represents the sponsorship fee for 2004 of
     AED 200,000 minus land fee of AED 9,000. The receipt is attached hereto.

2.   The sponsorship fee for 2005 and 2% of gross revenues from the truck rental
     shall be paid to Mr. Mubarak by  installments  described  below if City Mix
     LLC continues to receive revenues from the truck rental, namely if City Mix
     LLC before each  installment  date as below receives  payment as per Rental
     Agreement of 29/08/02,  Annex 1 of 12/09/02 and Annex 2 of 30/10/02  signed
     between City Mix LLC and RMC Supermix LLC.

3.   The schedule of installments shall be as follows:

     (a)  January 30, 2005 - AED 86,888 consisting of:

          -    AED 62,917  representing on third of the sponsorship fee for 2005
               of AED 200,000 minus estimated land fee in 2005 of AED 11,250.
          -    AED 21,228  representing  one third of 2% of gross  revenues from
               the  truck  rental  from  September  2002 to  December  2004 (AED
               63,684).
          -    AED 2,743 representing 2% of gross revenues from the truck rental
               in January 2005.

     (b)  February 28, 2005 - AED 86,888 consisting of:

          -    AED 62,917 representing one third of the sponsorship fee for 2005
               of AED 200,000 minus estimated land fee in 2005 of AED 11,250.
          -    AED 21,228  representing  one third of 2% of gross  revenues from
               the truck  rental  from  September  2002 to  December  2004 ( AED
               63,864)
          -    AED 2,743 representing 2% of gross revenues from the truck rental
               in February 2005

     (c)  March 30, 2005 - AED 86,886 consisting of:

          -    AED 62,917  representing on third of the sponsorship fee for 2005
               of AED 200,000 minus estimated land fee in 2005 of AED 11,250.
          -    AED 21,226  representing  one third of 2% of gross  revenues from
               the  truck  rental  from  September  2002 to  December  2004 (AED
               63,684).
          -    AED 2,743 representing 2% of gross revenues from the truck rental
               in March 2005.

Total: AED 260,662

Beginning from April 2005 CIty Mix shall continue  paying to Mr. Mubarak monthly
2% of gross  revenues from the truck rental in the amount of AED 2,743.  ALl the
above  payments  of AED 2,743  are based on the  present  truck  rental  amounts
received  by  City  Mix  LLC,  and if  the  latter  changes  they  shall  change
accordingly.

/s/ Andrey Kharlanov
- --------------------
Andrey Kharlanov
General Manager