Premarital Agreement

Recitals

1. Andrew is a citizen of the United States; whose occupation is that of a Computer Systems Administrator. Andrew's is currently employed by Salira Optical Network Systems with an annual salary of approximately $80,000 per year.
2. Olga is a citizen of Ukraine and was currently unemployed.
3. Andrew traveled to Ukraine for the purposes of meeting a suitable wife and met Olga, became romantically involved, are now engaged and contemplate marriage in the State of California on                         2002.
4. In September of 2000, Andrew prepared documents to allow Olga to obtain a fiancée visa which would enable her to travel to the United States.
5. Due to some difficulties with the Immigration and Naturalization Service, Olga arrived in the United States on May 2, 2002. Olga's fiancée visa was issued on or about April 29, 2002, and expires on or about July 29, 2002. Andrew and Olga acknowledge that it is not possible to extend Olga's fiancée visa and that she would be required to return to Ukraine unless she and Andrew marry prior to the expiration of Olga's fiancée visa.
6. In contemplation of their pending marriage, Andrew and Olga have agreed to prepare and execute a Premarital Agreement. In addition both Andrew and Olga acknowledge and agree that this Premarital Agreement shall become effective on the date of their marriage.

1. Andrew's usual occupation is that of a Computers Systems Administrator and Olga's usual occupation is that of unemployed. Andrew's average annual gross income, while employed by Salira Optical Network Systems is $80,000 per year. Olga's average annual gross income, while in the Ukraine, was $0 per year. Olga is not presently employed in this country. Based on this history, Andrew and Olga acknowledge and agree that Olga's standard of living, when compared with that which she became accustomed to in Ukraine will be substantially and significantly improved upon her marriage to Andrew and her continued residency in the United States of America, with Andrew, as his wife.
2. Andrew has acquired certain property, accounts and assets (see Exhibit A), some of which are income producing and some of which increase in value with the passage of time. These items of property and these assets belong to Andrew, alone. Olga does not make any claim to these items of property and assets; nor will she make any claim with regard to an ownership interest or an interest of any kind or nature whatsoever in these items of property and assets after and/or during her marriage to Andrew. The property and assets referred to in this paragraph which belong to Andrew, alone, are listed on Exhibit A to this Premarital Agreement. In summary, these assets and property are and shall remain Andrew's sole and separate property.
3. Olga has acquired certain property and assets (see Exhibit B); These items of property and these assets belong to Olga, alone. Andrew does not make any claim to these items of property and assets; nor will he make any claim with regard to an ownership interest or an interest of any kind or nature whatsoever in these items of property and assets after and/or during his marriage to Olga. The property and assets referred to in this paragraph which belong to Olga, alone, are listed in Exhibit B to this Premarital Agreement. In summary, these assets and property are and shall remain Olga's sole and separate property.
4. Olga has no debts. Andrew has detailed in Exhibit C. The monthly mortgage payment on Andrew's home located at 6187 Ellerbrook Way, San Jose, California, is approximately $3000 per month. Andrew pays, on a regular monthly basis, any normal usual and customary debts that are incurred as and for Andrew and Olga's normal and customary living expenses. Andrew's debt of approximately $400,000 is his sole and separate debt; Olga has no responsibility for this debt.
5. After their marriage, Andrew and Olga agree that the property and assets identified on Exhibit A to this agreement shall continue to be owned by Andrew alone. Andrew will continue to maintain these various items of property and assets in his name alone. Any increase in value, if any, and any dividends, income and/or profits which result from the property and assets listed on Exhibit A, or any sale of them, shall continue to belong to Andrew alone. Andrew and Olga further agree that the personal efforts or other services expended by Andrew, Olga or the two of them in the preservation, conservation and management of Andrew's property and assets (those items listed on Exhibit A) shall not create a community property interest in any of the assets and/or property listed on Exhibit A; regardless of whether or not compensation is received for any services expended by Andrew, Olga or the two of them.
   
   Andrew and Olga also agree and acknowledge that certain "monies earned" during the course of their marriage, resulting from compensation paid to either or both of them, either as employees or as independent contractors, may be used to make payments on the residence located at 6187 Ellerbrook Way, San Jose, California; to improve this residence and/or to maintain this residence. Andrew and Olga both waive any claim to their marital community for the reimbursement of funds so used and further waive any claim with regard to any increase in value of the property and residence located at 6187 Ellerbrook Way, San Jose, for any funds used to maintain this property and residence, to improve it or which results in an increase in its value.
   
   Olga shall and does waive all provisions of community property law and domestic relations law of the State of California, if any, which are contrary to this paragraph as it pertains to the assets and property listed on Exhibit A.
   
   In addition, Olga waives any claim of an ownership interest of any kind or nature whatsoever in and to any items of property and/or assets which are acquired or purchased using any monies, dividends, income and/or profits resulting from the sale, trade and/or liquidation of any of the items of property and assets listed on Exhibit A. Such additional times of property and assets shall continue to be the sole and separate property of Andrew and shall continue to belong to Andrew, alone.
6. Andrew has the right to buy, sell, use, transfer, exchange, abandon, lease, consume, expend, assign or create a security interest in, mortgage, encumber, dispose of or otherwise manage and control the property and assets listed on Exhibit A without the consent or authorization of Olga. Olga has the right to buy, sell, use, transfer, exchange, abandon, lease, consume, expend, assign or create a security interest in, mortgage, encumber, dispose of or otherwise manage and control the property and assets listed on Exhibit B without the consent or authorization of Andrew.
7. Andrew and Olga have agreed that any "monies earned" by either of them after marriage shall be, and are, community property. For purposes of this Agreement, the term "monies earned" shall mean compensation paid to Andrew or Olga for services rendered to an employer; or in the course of self-employment by either of them as an independent contractor. The term "monies earned" used in this paragraph and in this Agreement shall not include increases in value, dividends, income, or profits resulting from the property and assets or sale of the property and assets listed on Exhibit A of this Agreement.
8. Both Andrew and Olga have executed this agreement voluntarily. Both Andrew and Olga agree that the terms of this Agreement are fair, reasonable and equitable to both and each of them; taking into consideration the history of their relationship, their respective income earning abilities, their respective earning history, the property and assets that each of them have acquired as of the date of the execution of this Agreement and their intended marriage on                         2002.
9. Both Andrew and Olga agree that each of them has been provided with a fair and reasonable disclosure of the property and/or financial obligations of the other party to this Agreement. Both Andrew and Olga voluntarily and expressly waive, by signing this Agreement, any right to any further disclosure of the property or financial obligations of each other; beyond the disclosure and information provided in this Agreement. Both Andrew and Olga presently have adequate knowledge of the property and/or financial obligations of each other.
10. This agreement shall control the disposition of the assets and property listed on Exhibits A and B; and the disposition of any monies earned during the marriage of the parties. The law of the State of California shall govern and control the construction of this Agreement; even if the parties reside in another state or another country.
11. With regard to the payment of spousal maintenance (financial support to Olga from Andrew), Andrew and Olga agree that:
1. The terms of this paragraph 11 and its subparts shall control and resolve any questions and/or claims for spousal maintenance.
2. Olga waives any other different or further claims as and for spousal maintenance; to which she might otherwise be entitled under the principles of the community property law and/or the laws of the State of California, except as provided in this paragraph 11 and its subparts
3. Olga waives and shall receive no spousal maintenance from Andrew if, at the time of the filing of a Petition for Legal Separation or the filing of a Petition for Dissolution of the parties' marriage, Olga is earning, is capable of earning or receives a gross income in the amount of $2500 per month or more.
4. If Olga is not earning, receiving or is not capable of earning gross income in the amount of $2500 per month or more at the time of the filing of a Petition for Legal Separation or the filing of a Petition for Dissolution of Marriage, by either Andrew or Olga, Olga shall receive spousal maintenance in the following amounts and for the following specified periods of time.
1. If the parties have been married for less than three (3) years, no sums of money shall be paid by Andrew to Olga for spousal maintenance
2. If the parties have been married for more than three (3) but less than five (5) years, Andrew shall pay spousal maintenance to Olga, each month, for a period of twelve (12) months, in an amount equal to 1% of all "monies earned" by Andrew on an annual basis. As an example: if Andrew's total "monies earned" on an annual bases were $80,000 per year and the parties have had been married for four (4) years, Andrew would pay spousal maintenance to Olga in the amount of $800 per month for a period of twelve (12) months.
3. If the parties have been married for a period of time greater than five (5) years but less than fifteen (15) years, Andrew shall pay spousal maintenance to Olga, each month, for a period of eighteen (18) months, in the amount equal to 1.5% of all "monies earned" by Andrew, on an annual basis. As an example: if Andrew's total "monies earned" on an annual basis were $80,000 per year and the parties have had been married for six (6) years, Andrew would pay spousal maintenance to Olga in the amount of $1,200 per month for a period of eighteen (18) months.
4. If the parties have been married for a period of time in excess of fifteen (15) years, Andrew shall pay spousal maintenance to Olga, each month, for a period of twenty-four (24) months, in the amount equal to 2% of all "monies earned" by Andrew, on an annual basis. As an example: if Andrew's total "monies earned" on an annual basis were $80,000 per year and the parties have had been married for seventeen (17) years, Andrew would pay spousal maintenance to Olga in the amount of $1,600 per month for a period of twenty-four (24) months.
5. The term "monies earned," as used in the paragraph 11 and its subparts and as used to define and quantify the amount of spousal maintenance to be paid by Andrew to Olga, means compensation for services paid to Andrew for services rendered to an employer, or in the course of self-employment as an independent contractor. The term "monies earned" as used in paragraph 11 and its subparts shall not include increases in value, dividends, income, or profits resulting from the property and assets, or the sale of property and assets listed on Exhibit A to this Agreement.
6. Andrew and Olga agree that these provisions with regard to the payment of spousal maintenance from Andrew to Olga are non-modifiable both as to the amount of spousal maintenance to be paid and as to the period of time during which it shall be paid. Both Andrew and Olga Expressly waive any jurisdictional authority of any court of competent jurisdiction to in anyway effect a modification of the provisions in this Agreement with regard to the payment of spousal maintenance, and further specifically waive the right of any court to retain jurisdiction to do so. The only exception to the non-modifiability of the provisions for the payment of spousal maintenance as contained in this agreement is the death of Olga, and/or the death of Andrew. Andrew's obligation to pay spousal maintenance, if in any amount, pursuant to the provisions of this Agreement shall terminate upon the death of Olga and/or the death of Andrew.
7. The payment of spousal maintenance as provided in this Agreement shall qualify as "alimony or separate maintenance" pursuant to Section 71 of the Internal Revenue Code, and payments made pursuant to this Agreement shall be includable in Wife's income and deductible from Husband's income.
12. Each party has had the opportunity to seek and has had the benefit of the advice of independent legal counsel; with regard to the review and execution of this Premarital Agreement. Andrew has sought and received the advice of his attorney,                                       . Olga has sought and received the advise of her attorney,                        . Both counsel are recognized by the State Bar of California as certified specialists with regard to domestic relations law. In order to ensure that Olga received independent and competent representation with regard to her review and execution of this Premarital Agreement, Andrew has agreed to and has paid Olga's legal fees incurred through the offices of                           . Notwithstanding the source of payment for Olga's attorney's fees, the parties acknowledge that                                  is an attorney selected to and who has provided Olga with independent legal advice concerning the review and execution of this Premarital Agreement.
13. Due do the fact that Olga is not fluent in the English language, Andrew has also agreed to provide and pay for an interpreter who will be present during the review and explanation of this Agreement to Olga, by her attorney,                          . In addition, Andrew has agreed to and will pay for the translation of this document from English to Russian. The Agreement will be signed by both parties; both in English form and in a Russian translation. Conflicts, contradictions and/or ambiguities in these two documents (the English version and/or the Russian version), if any, shall be resolved in favor of and according to the English version.
14. Any funds transferred by Andrew from any of his accounts and/or assets as listed on Exhibit A, from those accounts to a joint or common checking account in the name of Andrew and Olga shall be treated as gifts from Andrew to Olga and Andrew will not request any reimbursement for the same. As an example, the monthly living expenses, including payments for the first mortgage with regard to Andrew's property and residence located at 6187 Ellerbrook Way, San Jose, California will be paid utilizing certain funds in Union Bank, account number 2451001685. Funds needed will be transferred from this Union Bank account into the joint and/or common checking account of Andrew and Olga. Funds so transferred shall, as noted above, be treated as gifts from Andrew to the marital community and no reimbursement will be requested for the same.
15. Andrew is free to make any testamentary disposition (by will, trust or otherwise) of his sole and separate property consisting of those items of property and assets set forth in Exhibit A; in the manner he chooses without first seeking the authorization, consent or knowledge of Olga. Olga is free to make any testamentary disposition (by will, trust or otherwise) of her sole and separate property consisting of those items of property and assets set forth in Exhibit B; in a manner she chooses without first seeking the authorization, consent or knowledge of Andrew.
16. Andrew acknowledges that the terms and provisions of this Premarital Agreement have been discussed with and explained to him by his counsel,                             . Olga acknowledges that the terms and provisions of this Premarital Agreement have been discussed with and explained to her by her counsel,                          .
    
    Dated this               day of             , 2002