CONTRACT

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 Confidential Materials omitted and filed separately with the Securities and

 Exchange Commission. Asterisks denote omissions.

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                                                                   EXHIBIT 10.21

                                    CONTRACT

          Moscow                                                January 30, 2006

          CORPORATION "CTC MEDIA INC.", hereinafter referred to as ((CTC)), in

the person of President and Chief Executive director Mr. Rodnyansky A.E. acting

on the basis of the Resolution of the Board of directors dd. 02.08.2004 and

Executive director Khanumyan V.S., acting on the basis of the Power of attorney

#99NP dd. September 21, 2004, on the one hand,

          CLOSED JOINT-STOCK COMPANY "VIDEO INTERNATIONAL "TREND", (OGRN

1027700294071 dd. October 09, 2002), hereinafter referred to as the "COMPANY" in

the person of General director Matyushenko I.A., acting on the basis of the

Charter, on the second hand,

          and CLOSED JOINT-STOCK COMPANY "VIDEO INTERNATIONAL" GROUP OF THE

COMPANIES", hereinafter referred to as the "AGENCY", in the person of General

director Vasiljev S.A., acting on the basis of the Charter, on the third hand,

          jointly referred to as the "PARTIES", have signed the present Contract

as follows:

          1. In realization of the provisions of the Memorandum on cooperation

concluded on December 07, 2005 (hereinafter referred to as the "Memorandum") by

the present Contract have approved the text of the Agreement (Appendix 1 to the

present Contract) that will be recommended to participants of networks -

broadcasters of Tele-channels "CTC" and "Home", listed in Appendix 2 to the

present Contract (hereinafter referred to as the "Broadcasters"), for conclusion

with the Agency / affiliated and dependent to the companies of CJSC "Video

International" Trend Group" (further - ((the Agency companies))) according to

which the latter shall acquire the right to make the transactions on the

exclusive basis on realization of services of the Broadcasters on accommodation

in the regional air of the Tele-channels Broadcasters of the advertising of the

third parties (further - ((regional advertising))). The Parties have agreed that

amendments of the specified text shall be possible only as agreed by the Parties

to the present Contract.

          2. The Parties have determined that the placement of advertising

presented on the basis of transactions concluded by the Agency/ the Agency

companies starting from January 01, 2006 shall be carried out on regional air of

the Tele-channels Broadcasters distributed within the limits of the

cities/regions of the Russian Federation listed in Appendix 2 to present

Contract.

          The Parties have agreed that volumes of the offered advertising time

in the regional air of Tele-channels Broadcasters in 2006 shall make 6 % (Six

percent) of the duration of the corresponding Network program block (according

to conditions of the corresponding "network" contract concluded with a certain

Broadcaster on distribution of the corresponding Tele-channel) for 24 hours

prior to airing (not taking into account duration of Windows of a regional

announcement), and also the whole volume of advertising time permitted by the

current legislation in Regional Windows (according to the program schedule of a

certain Broadcaster) except for that stipulated by the fourth paragraph of

present item.

          The Parties shall agree that the total amount of advertising on air of

each Broadcaster cannot exceed the limits established by the legislation of the

Russian Federation on advertising, and upon its determining the federal

advertising placed on air of Tele-channels not subject to excluding from Network

program blocks shall also be considered. If airing by the Broadcaster of the

federal and regional advertising in full can lead to infringement of

requirements of the legislation regarding the volume of advertising, the volume

of the federal advertising shall remain constant, and the updating shall be

carried out due to the advertising time allocated for regional advertising

placement. Hereunder the Parties shall agree that such updating should be

distributed as much as possible in regular intervals within air day (prime time

/ beyond the prime time) and, whenever possible, to be coordinated with the

Agency / the Agency companies.

          The Parties have also agreed that the Broadcasters shall have the

right to place independently in the regional air the advertising information on

the third parties (further - "Counterparts"), if a Counterpart in their turn

places the advertising information on the corresponding Broadcaster according to

conditions of the contracts concluded by the Broadcaster with the Counterpart

(cross- promotion) as well as social advertising placed on a gratuitous basis.

The total amount of the advertising time allocated for placing such materials,

in any case cannot be more than 7 % of the volume of the advertising time

offered for the Agency / the Agency companies advertising placement specified in

the second paragraph of the present item in the regional air of Tele-channels

Broadcasters (otherwise the conditions of placing such advertising information

on Counterparts and social advertising should be preliminary coordinated with

the Agency / the Agency companies), and cannot be to the detriment of commercial

sales of the Agency / the Agency companies.

          The Parties have agreed that the above-stated cross-promotion and

social advertising

placed on a gratuitous basis as well as political advertising will not be

subject of the Agreement and contracts of the Agency / the Agency companies with

Broadcasters (model form of the contract approved by the present Contract).

          Besides the Parties have agreed that if in 2006 - 2010 Tele-channels

Broadcasters regional air opportunities on the advertising placement executed in

various other forms (sponsor's advertising, logotypes, banners, etc.) the right

to execution of transactions on realization of Broadcasters' services on the

Tele-channels airing of such regional advertising with the third parties shall

not be granted to anybody, except for the Agency (the Agency companies), the

Broadcaster shall not use such right either.

          3. The Parties have agreed that under condition of maintenance of

conditions of the exclusivity specified in the present Memorandum and proceeding

from the volumes of advertising time agreed above and opened by Tele-channels

Broadcasters, the Agency / the Agency companies shall undertake to provide

realization of services of the Broadcasters listed in Appendix 1 to present

Contract, on Regional advertising placement so that the sum of the Broadcaster's

actual gross advertising broadcast revenue (minus compensation to the Agency /

the Agency companies under the rate according to paragraph 4 of the present

Contract), received by them for regional advertising airing on Tele-channels

Broadcasters, and calculated for a calendar year in conformity with a technique

agreed by the Parties, should make not less than a rouble equivalent of

     o    In 2006 - [**] US dollars ([**] US dollars), including VAT under the

          rate stipulated by the current legislation of the Russian Federation;

     o    In 2007 - [**] US dollars ([**] US dollars) including VAT under the 

          rate stipulated by the current legislation of the Russian Federation;

     o    In 2008 - [**] US dollars ([**] US dollars), including VAT under the 

          rate stipulated by the current legislation of the Russian Federation;

     o    In 2009 - [**] US dollars ([**] US dollars), including VAT under the 

          rate stipulated by the current legislation of the Russian Federation;

     o    In 2010 - [**] US dollars ([**] US dollars) including VAT under the 

          rate stipulated by the current legislation of the Russian Federation,

(hereunder the realization dollar equivalent shall be calculated on a monthly

basis at the rate of the Central Bank of the Russian Federation for the last day

of the month),

     The Parties have agreed annually starting from 2006 not later than October

01 of the corresponding year to coordinate (to sign) the Appendix to the

Contract (and corresponding appendices to contracts of Broadcasters with the

Agency / the Agency companies) under the form of Appendix 2 to the present

Contract, with the instruction of the sums of gross revenues of the Broadcasters

for the corresponding year. The parties shall understand that, considering the

growing potential of the Broadcasters listed under items 9, 15, 16 and 18 of the

Appendix 2 to the present Memorandum (the cities of Nizhny Novgorod, Volgograd,

Voronezh and Ufa), income growth of these companies can be above growth rate of

the aggregate profits of the Broadcasters stipulated by the first paragraph of

the present item.

          The Parties have agreed that the sums of the Broadcasters' gross

revenues for 2006 - 2010 specified above shall be the scheduled basic sums of

realization, achievement of which shall be the task of the Agency / the Agency

companies provided keeping by CTC of the parameters agreed in the present

Contract (para. 2, 4), the final settlement upon which shall be in any case made

with the Broadcasters annually, not later than March 01 of the year following

the reported one, that should find reflection in the corresponding contracts of

the Agency / the Agency companies with the Broadcasters. Herewith the Parties

shall understand that the gross revenues specified above are determined as the

basic sums of realization for every calendar year of the valid term of the

Agreement and cannot be calculated cumulatively for several (or five) years of

the valid term of the Agreement.

          4. The Parties shall confirm that for maintaining of the level of CTC

services realization specified in paragraph 3 of the present Contract within the

period from January 01 till December 31, 2006 the average annual audience share

of the Tele-channel ((First entertaining ((CTC)) for the audience ((6-54))

(audience age) and the average annual audience share of the "Home" Tele-channel

for the audience ((women 25-60)) in the cities agreed by the Parties should

correspond to

parameters that shall be agreed upon separately for each city in contracts,

herewith it should not be significantly less than the average annual parameters

of Tele-channels audience shares in 2005 in the above-stated cities.

          The Parties shall agree that deviation of parameters of an average

annual Tele-channels audience share in the cities of Moscow and St.-Petersburg

for less than 15 (Fifteen) % shall not be considered essential. The deviation of

parameters of an average annual Tele-channels audience share in the other cities

agreed by the Parties in Appendix 2 to the present Contract for less than 20

(Twenty) % shall not be considered essential, if otherwise is not agreed by the

Parties.

     The data of the independent media monitoring company "TNS Gallup Media"

recognized by the Parties shall be used to determine the specified parameters of

the audience share.

     If in any city the measurement are not carried out by the independent media

monitoring company "TNS Gallup Media", the Parties have agreed that the data of

specialized independent sociological monitoring company "GFK-Rus" shall be used.

For date of signing of the present Contract such city is Tver.

          5. Besides the Parties have agreed that the Company will conclude with

Broadcasters the guarantee contracts securing performance within the valid term

of the Agreement of following obligations of the Agency / the Agency companies:

               a) On duly transfer to the Broadcasters of the money resources

received by the Agency / the Agency companies from clients ordering services on

advertising placement in terms specified in the Agreement and contracts or

stipulated by the legislation;

               b) On payment by the Agency / the Agency companies of the penalty

for the delay of payments, if such is stipulated by the Agreement and contracts,

at the rate of stipulated by the Agreement / contracts;

               c) On payment to the Broadcasters of release-money within the

terms specified in the Agreement / contracts.

          6. In cases of:

          changing of quantity of the Broadcasters coordinated by the Parties

which will carry out accommodation of regional advertising on air of

Tele-channels Broadcasters on the basis of the Agreement, contracts between the

Agency and Broadcasters and the transactions concluded

by the Agency;

          CTC default of the guarantees on maintaining the conditions of

exclusivity of the Agency activity on granting advertising volumes (advertising

time) specified in the present Contract;

          reduction on the each Broadcaster's air of advertising volumes

(advertising time), defined in the absolute figures caused by adopting and

coming into force after signing of the present Contract of the

legislative/statutory acts of the Russian Federation or changes of "network"

contracts concluded by CTC with the Broadcasters on distribution of a

corresponding Tele-channel;

          guarantees on securing the conclusion with Broadcasters / the Agency

companies of contracts under the coordinated form;

          in case of the essential dynamics of the market occurred as a result

of force majeure circumstances or an economic crisis,

          change of the dollar exchange rate established by the Central Bank of

the Russian Federation, in relation to the Russian rouble for more than on 15 %,

          The Parties shall agree upon the respective alteration of total sums

of the Broadcasters' gross revenues stipulated by the present Contract,

appendices to the present Contract and appendices to the corresponding contracts

between the Broadcaster and the Agency / the Agency companies, by signing of

additional agreements.

          The Parties shall also agree that the revision of total sums of the

Broadcasters gross revenues specified in paragraph 3 of the present Contract

shall occur also if the Agency / the Agency companies does not conclude

contracts with Broadcasters and do not start realization of their services on

regional advertising placement for the reasons not dependent on the Agency / the

Agency companies.

          7. The Parties have coordinated that the rate of commission of the

Agency / the Agency companies under the Agreement (commission for concluding

transactions with clients as well as the cost of services that can be rendered

by the Agency/ the Agency companies to the Broadcasters) shall make 15 %

including VAT under the rate stipulated by the current legislation of the

Russian Federation of the sum of Broadcasters' actual gross revenues for the

reported period received for regional advertising placement on air of the

Tele-channels.

          The payment procedure for the Agency / the Agency companies services

shall be agreed upon

and determined in the Agreement making Appendix 1 to the present Contract.

          8. Certain conditions of regional advertising placement on air of the

Tele-channels Broadcasters shall be determined in the contracts between the

Agency and Broadcasters. CTC shall guarantee to the Company and to the Agency,

signing by Broadcasters, and the Company and the Agency, in their turn, shall

guarantee to CTC signing by the Agency companies of contracts under the form

making Appendix 1 to the present Contract.

          The Parties have agreed that contracts concluded between the Agency /

the Agency companies and the Broadcasters shall include the following basic

conditions of possible pre-schedule cancellation: the contract can be terminated

prior to the expiry of its valid term upon application of one of the parties

with the notice not later than 180 days prior to the date of the prospective

cancellation of the Agreement. The form for such application shall be registered

mail with notice.

          Herewith the party-initiator of pre-schedule cancellation shall be

obliged to pay to other party the release money equal to:

               o    upon cancellation of the present Agreement under the

                    initiative of the Broadcaster - 15 % (Fifteen percent) of

                    the sum of actual gross revenues of the Broadcaster from

                    rendering services on accommodation of Regional advertising

                    on air of the corresponding Tele-channel Broadcaster, for

                    six full calendar months, preceding the date of cancellation

                    of the Agreement;

               o    upon cancellation of the present Agreement under the

                    initiative of the Agency / the Agency companies - the sum of

                    actual gross revenues of the Broadcaster from rendering

                    services on accommodation of regional advertising on air of

                    the corresponding Tele-channel Broadcaster, for six full

                    calendar months, preceding the date of cancellation of the

                    Agreement.

          The Parties have agreed that in case of essential default by the

Agency on the results of fiscal year (for 10 (ten) % and more) of the task of

maintenance of realization of services of the Broadcaster on accommodation of

regional advertising so that gross revenues (minus commission to the Agency /

the Agency companies at the rate according to paragraph 7 of the present

Contract) of the Broadcaster received for regional advertising placement on air

of the corresponding Tele-channel

Broadcaster should make not less than the sums coordinated in paragraph 3 of the

present Contract, the Agreement and contracts with Broadcasters cannot be

terminated without carrying out of preliminary talk between the Parties. The

Parties shall undertake not later than on March 10th of the year following the

reported one to carry out negotiations, determine an opportunity and coordinate

conditions of the further joint work. If the Parties do not reach the agreement

as a result of such negotiations as per the term specified above, CTC/ the

Broadcasters shall have the right to terminate the Agreement / contracts due to

the specified default by the Agency / the Agency companies of their task

(hereunder the provisions on payment by the Broadcaster of the release-money to

the Agency / the Agency companies shall not be applied).

          9. The present Contract shall inure from the moment of its signing by

the Parties, extend its validity to the relations of the Parties arisen since

January 01, 2006 and operate till the moment of performance of the obligations

by the Parties.

          10. The Parties have agreed to not disclose or otherwise let know to

any third parties any conditions and provisions of the present Contract or any

other confidential information that a Party can share with another Party in

connection to the execution of the present Contract (except for sharing such

information with their representatives, consultants and lawyers) without

preliminary written consent on such disclosure of the information from another

Party except for the cases and in the amount directly stipulated by the current

legislation, statutory acts or the rules approved by the authorized state bodies

(including, but not limited to the authorized bodies in the sphere of securities

market outside the jurisdiction of the Parties) or cases of the usual procedure

of disclosing of the information to auditors, shareholders or lawyers of a

Party.

          11. The present Contract is made in triplicate, one for each Party.

          SIGNATURES OF THE PARTIES

On behalf of CTC

[Signed] Rodnyansky A.E.

[Signed] Khanumyan V.S. [Stamp]

On behalf of the Company

[Signed] Vasiljev S.A. [Stamp]

On behalf of the "Agency"

[Signed] Matyushenko I.A. [Stamp]

                                                                  Appendix 1 (a)

                                               to the Contract concluded between

                                                   Corporation "CTC Media Inc.",

                             CJSC "Video International" Group of the Companies",

                                          and CLSC "Video International "Trend",

                                                            dd. January 30, 2006

                           AGREEMENT # ______________

MOSCOW                                                          JANUARY 31, 2006

________________ (hereinafter referred to as the "BROADCASTER") (BASIC STATE

REGISTRATION NUMBER [OGRN] 1027739137887) in the person of _____________________

___________________________________, acting on the basis of ____________________

______________________________________________, on the one hand, and

_______________________________ (hereinafter referred to as the "AGENCY") in the

person of ____________________, acting on the basis of ________________, on the

other hand, hereinafter jointly referred to as the "PARTIES", have concluded the

present Agreement on the following:

                                 1. DEFINITIONS

For the purpose of the present Agreement, the definitions and expressions below

have the following meanings:

"NETWORK PROGRAM BLOCK" means a combined audiovisual work (the result of

intellectual activity) created by CJSC "Network of television stations" / CJSC

"New Channel" (further "CTC/ New Channel") for using by the Broadcaster as

transmission through on-air broadcasting (Article 40 of the RF Law "On Copyright

and Neighboring Rights") and transmission of cable broadcasting (Article 41 of

the RF Law "On Copyright and Neighboring Rights") pursuant to the contract

concluded between the Broadcaster and CTC / New Channel (hereinafter referred to

as the "Network contract").

"REGIONAL WINDOW" means a time interval scheduled within the Network Program

Block that allows the substitution of audiovisual works in the Network Program

Block for any other programming at the discretion of the Broadcaster pursuant to

the Network contract.

"ADVERTISING" means information on a physical or legal person, goods, ideas,

undertakings (advertising information) intended for an uncertain circle of

persons and aimed to form or support interest to these physical, legal persons,

goods, ideas, undertakings and to promote realization of goods, ideas and

undertakings.

"COMMERCIAL" means an audiovisual work containing advertising with the

time-keeping of up to 120 (one hundred and twenty) seconds inclusive.

"LOGOTYPE" means an original tracing of the advertiser's name used as a symbol

of the goods and frequently being its trade mark. The said tracing in the static

or dynamic form is placed in any

corner of the picture.

"RUNNING LINE" means an advertising message broadcasted inside TV programs,

between TV programs, in Broadcaster's announcements and prompts by imposing to

the television image of static and/or dynamic text image in the bottom part of

the television screen.

"SPONSOR" means a physical person or a legal entity making a contribution in the

form of property, results of intellectual activity, services, work, etc., to the

production of a TV program or the broadcasting of a sports event with the aim to

promote its own or another person's brand or trade mark or its own activities,

products or any other direct or indirect commercial interests through placing

the sponsor advertising on TV channel air.

"SPONSORSHIP ADVERTISING" means advertising about the sponsor, i.e. a legal

entity or a physical person contributing into program producing or into

broadcasting of an entertainment event (concert, festival, etc.) in the form of

property, results of intellectual activity, services, work, etc., with the aim

to promote its own or another person's brand or trade mark or its own

activities, products or any other direct or indirect commercial interest.

"SOCIAL ADVERTISING" represents public and state interests and serves charity

purposes.

Social Advertising shall promote neither business entities nor individual

entrepreneurs, nor their specific brands (models, articles) or the brands

(models, articles) of products resulting from the business activity of

non-profit organizations.

"CROSS-PROMOTION" means advertising information on any third parties (further

called "Contractors"), if the Contractor(-s) place(-s) in turn the advertising

information on the Broadcaster pursuant to provisions of the contracts concluded

by the Broadcaster with a Contractor(-s). Contractors for the purposes of the

present paragraph of the Contract can be only mass media (mass media office,

publishers), and the advertising information presented by them for accommodation

can only be about the Contractor or corresponding mass-media (mass-media group

of the corresponding Contractor), or other persons affiliated with the

Broadcaster (CTC-MEDIA). Any other categories of Contractors should be

preliminarily coordinated with the Agency.

"BROADCASTER'S OWN INFORMATION" means announcements of television programs of

CTC / New Channel and the Broadcaster issued in Network program blocks and

Regional Windows as well as announcement of actions prepared and conducted by

CTC/ New Channel or Broadcaster independently without participation of any third

party. The said definition shall not extend to advertising of other broadcasters

in Network program blocks, advertising of legally independent structures founded

with participation of the Broadcaster, as well as projects conducted with

participation of any third party.

"UNAUTHORIZED ADVERTISING" means advertising placed by the Broadcaster into

Network program blocks or Regional Windows without receipt of preliminary

written approval of the Agency. The said definition shall also extend to

advertising placed inside the Broadcaster's own information.

The concept of unauthorized advertising shall not include:

a) Headbands of CTC/ New Channel and/or Broadcaster opening and closing

advertising blocks not containing advertising of any third parties;

b) Broadcaster's own information;

c) information on any third parties stipulated by para 2.4. of the present

Contract.

"CLIENTS" means advertisers or any other third parties representing the

advertisers pursuant to respective contracts.

"NETWORK ADVERTISING" means advertising obligatory for airing within Network

program blocks according to the Network contract and not subject to exclusion

from the Broadcaster's air or replacement with any other audiovisual products.

"REGIONAL ADVERTISING" means advertising placed by the Broadcaster in the

Network program blocks and Regional Windows within specially defined time

intervals and subject to distribution exclusively within the limits of

Territory.

"TERRITORY" means - ____________________(city/oblast/kray), wherein the

Broadcaster shall carry out distribution of Network program blocks and Regional

Windows according to the License # ____ issued __________ (on, by), the copy of

which shall be Appendix 7 to the present Contract, and the Network contract.

"ADVERTISING SERVICE" means placing by the Broadcaster within the Network

Program Blocks and Regional windows (EMM "CTC-_______"/____________ presenting

"Home" tele-program) of regional advertising pursuant to the contracts entered

into by the Agency in its own name, but on the account of the Broadcaster, in

the form of Commercials or any other form determined by additional agreement

hereto, including Social advertising distributed on payment basis.

"REPORTING PERIOD" means one calendar month.

"THE PRIME TIME" means continuous time intervals that have the greatest watching

capacity - (time period from 18:00 till 24:00 hours local time).

"BROADCASTER'S ACTUAL GROSS ADVERTISING BROADCAST REVENUE for the Reported

Period" (Actual Gross Broadcast Revenue) means:

          o    Sales revenues on regional advertising transactions entered into

               by the Agency regarding placement of advertising in Network

               program blocks and Regional windows;

          o    Sales revenues on advertising transactions entered into by the

               Broadcaster with the Clients regarding placement of advertising

               in Network program blocks and Regional windows prior to

               concluding of the present Agreement, where advertising placement

               is executed from January 01, 2006, as well as on advertising

               transactions entered into between the Broadcaster (or any

               authorized persons) and the Clients after signing the present

               Agreement with a written consent of the Agency (excluding

               transactions on Cross-promotion and Social advertising on behalf

               of the Broadcaster).

          o    Non-sale income (penalties, fines and other non-sale income) due

               to the Broadcaster and actually collected by the Agency or

               directly by the Broadcaster under contracts with Clients

               concluded by the Agency with the aims of executing the present

               Agreement;

          o    Indemnity due to the Broadcaster actually received by the Agency

               or directly by the Broadcaster regarding transactions with

               Clients concluded by the Agency with the aim of executing the

               present Agreement.

                          2. SUBJECT OF THE AGREEMENT

2.1. The present Agreement shall be deemed a mixed-type agreement as defined by

Article 421 of the Civil Code of the Russian Federation. In the present

Agreement, the Parties set forth arrangements regarding commission services

(section 2.1.1 of the present Agreement), as well as contract and reimbursable

services (section 2.1.2 of the present Agreement). The names used for reference

to the Parties shall in no way be used to interpret the nature of their

relationship and are identified exclusively for convenience.

          2.1.1. In accordance with this Agreement, the Broadcaster shall engage

          the Agency, and the Agency shall be obliged for a commission fee to

          conclude up to December 31, 2010 in the Agency's name, but for the

          account of the Broadcaster, contracts with Clients for advertising

          services of the Broadcaster for the period of January 01, 2006 to

          December 31, 2010 regarding placing of Regional advertising in the

          Network program blocks and Regional windows under the procedure

          stipulated herein.

          2.1.2. In accordance with this Agreement, the Agency shall render to

          the Broadcaster on a compensated basis certain services according to

          the list as defined in Appendix 2 to the present Agreement.

2.2. Within the valid period of the present Agreement the Agency shall act

exclusively: realize services on placement of Regional advertising in the

Network program blocks and Regional windows distributed by the Broadcaster, and

the Broadcaster, on their part, shall be obliged neither to present to any third

parties the right to conclude the mentioned contracts nor render independently

services on placement of Advertising without written consent of the Agency and

coordination with the Agency of the conditions of such placement (excluding

cases stipulated in para 2.4. of the present Agreement).

2.3. The Broadcaster shall take obligations on distribution of the Regional

advertising presented by the Agency on the basis of contracts concluded within

the limits of the Territory with Clients (pursuant to the conditions of the

present Agreement).

          For rendering the Agency's services on the conclusion of contracts

with Clients on placement of regional advertising in the Network program blocks

and Regional windows, the Broadcaster shall be obliged to provide the following

volumes of time allocated for placement of regional advertising:

          o    6 % (Six percent) of the duration of the corresponding Network

               program block (according to the conditions of the Network

               contract) for 24-hours broadcast (not taking into account

               Regional windows duration),

          o    as well as the volume of advertising time in Regional windows

               permitted by the current legislation (according to the

               Broadcaster's program schedule) but for the exception stipulated

               by the present Agreement.

          The Parties shall acknowledge and agree that the total amount of

advertising in the Network program blocks and the Regional Windows distributed

by the Broadcaster in the Territory cannot exceed the limits established by the

legislation of the Russian Federation on advertising, and upon its

definition the Network advertising placed on air of the Broadcaster not subject

to exclusion from the Network program blocks shall also be taken into account.

Should the placement of Network and Regional advertising in full the in Network

program blocks and the Regional Windows distributed by the Broadcaster lead to

infringement of requirements of the legislation regarding the volume of

advertising, the Network advertising volume shall remain constant, and updating

shall be carried out due to time allocated for accommodation of Regional

advertising. Hereunder the Parties agree that such updating should be

distributed as much as possible in regular intervals within the air day (prime

time /beyond prime time) and, whenever possible, be coordinated with the Agency.

          2.4. The Parties have agreed that the Broadcaster shall have the right

to place on air independently (in Network program blocks and Regional Windows)

Cross-promotion as well as the Social advertising placed at the expense of the

Broadcaster.

          Total amount of the advertising time allocated for placement of such

materials (Cross-promotion and the Social advertising placed at the expense of

the Broadcaster), in any case cannot be more than 7 % from the time specified in

para 2.3. The volume of the advertising time offered for placing the advertising

presented by the Agency (otherwise conditions of placement of Cross-promotion

and Social advertising should be preliminary coordinated with the Agency),

cannot be to the detriment of commercial sales of the Agency and should be

distributed as much as possible in regular intervals within the air day (prime

time /beyond prime time).

          Should the Broadcaster not use the right provided by the present

paragraph regarding placement of Cross-promotion and Social advertising, the

Broadcaster shall notify the Agency thereon not later than 14 days prior to the

date of the prospective air broadcast.

          2.5. On their part, the Broadcaster shall undertake to pay to the

Agency the commission for fulfillment of transactions at the rate and under the

procedure established by the present Agreement as well as to pay for the

rendered services.

          2.6. The present Agreement shall not extend to Advertising in the form

of Sponsorship advertising, pre-election campaign and the Social advertising

distributed at the expense of the Broadcaster. The Parties have also agreed that

inclusion to the subject of the Agreement of any other kind of Advertising

besides a Commercial (including, but not being limited, the Sponsorship

advertising, Logotype, ((Running line)), etc.), shall require signing by the

Parties of a special additional agreement to the present Agreement.

         2.7. Execution by the Agency of conditions of para 4.6.3, 4.7, 4.10,

5.2, 8.3 of the present Agreement shall be guaranteed by ZAO "Video

International" Group of Companies" (3AO ((XXXXXX XXXXXXXX ((XXXXX XXXXXXXXXX)))

with a subsidiary responsibility of the guarantor. The contract of the guarantee

shall be concluded with the specified guarantor.

                          3. OBLIGATIONS OF THE PARTIES

3.1. The Broadcaster shall:

          3.1.1. present to the Agency the exclusive right to conclude with

clients contracts on realization of services on placement of Regional

advertising in Network program blocks and Regional Windows. The Broadcaster

shall undertake not grant to any third party the right to make in their interest

and at his expense transactions fulfillment of which is entrusted to the Agency

under the present Agreement.

               The Broadcaster shall have the right independently, without

participation of the Agency to realize Services on placing of the Regional

advertising in Network program blocks and Regional

Windows only with the preliminary written consent of the Agency and on the

conditions coordinated with the Agency.

         The preliminary coordination shall not be required for placing by the

Broadcaster of their own information, the Social advertising placed at the

expense of the Broadcaster, and Cross-promotion (except for the cases directly

stipulated by the present Agreement).

          3.1.2. In due time present to the Agency the information necessary for

fulfillment of transactions with Clients. Within three days from the moment of

signing the present Agreement the Broadcaster shall present to the Agency a

prospective Viewing grid (the schedule of programs of Network program blocks and

Regional Windows) of the Broadcaster for the first quarter of 2006, and further

present to the Agency a prospective Viewing grid in the shortest terms after its

formation.

          In the prospective Viewing grid presented by the Broadcaster to the

Agency the schedule of time intervals intended for placing the Regional

advertising under transactions made by Agency, both in programs of Network

program blocks, and in Regional Windows, as well as time intervals intended for

Broadcaster's Own information, Social advertising placed at the expense of the

Broadcaster and Cross-promotion.

          Advertising in the form of overlapping (Logotype, ((Running line)),

etc.) can be placed only in those television programs in which Advertising can

be placed according to the legislation of the Russian Federation and concerning

which the Parties have entered into an additional agreement to the present

Agreement regarding an opportunity to place such kind of Advertising.

          The prospective Viewing grid shall be presented signed by the

authorized person of the Broadcaster and certified with the original stamp of

the Broadcaster.

          The Broadcaster shall present to the Agency a current Viewing grid

(programs of Network program blocks and Regional Windows) for each calendar week

not later than for ___ __ (___________) calendar days prior to the beginning of

corresponding calendar week.

          3.1.3. Have the right to make changes to a current Viewing grid having

notified the Agency about such changes in the operative order not less than for

___ (________) business days before implementation of changes (if the changes

come into force during or right after the state holidays (days off) - not less

than for ___ (_____) calendar days prior to the first day off).

          The prior notification can be not given to the Agency only in cases of

making the specified changes quickly due to the events of the state importance

defined by the Broadcaster's editorial policy, should the prior notification of

the Agency on the given changes be impossible due to the objective bases and

under the condition of written informing of the Agency thereon (on the day of

modification).

          If such quickly implemented changes have led to the fact that any

advertising of clients was not placed air of the Broadcaster, in such cases the

services on accommodation of advertising shall be compensated to Clients by

accommodation of the not-placed advertising in the Network program blocks and

Regional Windows during similar time and in similar (equivalent) programs within

the nearest days or, as agreed, during another time and in other programs (if

the Client refuses from placing the advertising during another time and in the

other programs, the Broadcaster shall be obliged to return the sum of cost of

the corresponding services on placing the advertising, if such

placement has already been paid for).

          3.1.4. Provide accommodation of Regional advertising in Network

program blocks and Regional Windows according to the approved schedules of

accommodation of regional advertising presented by the Agency (media-plans), and

in view of conditions of para 3.1.2. of the Agreement.

          Schedules of accommodation shall be presented signed by the authorized

person of the Agency and certified by the original stamp of Agency not later

than 24 (twenty four) hours prior to date of the first airing of corresponding

Advertising.

          Provide distribution of regional advertising to Network program blocks

and Regional Windows within the limits of the Territory in exact conformity with

contracts concluded by the Agency (with observance of positions of the subpara

((e)) item 3.2.1. of the present Agreement) with Clients regarding placement of

Regional advertising.

          3.1.5. Inform the Agency on all failures which have occurred under

placing of Regional advertising. The notice should be given to the Agency not

later than in 24 (Twenty four) hours from the moment when the corresponding

Advertising should go on air of the Broadcaster according to the approved

schedule of accommodation (See para. 3.1.4. of the present Agreement) or, if the

failure in accommodation of Regional advertising has occurred on a day-off, on

the first business day after such failure.

          3.1.6. Have the right not to accept an advertising for accommodation

in case if it does not correspond to the requirements of the Broadcaster

regarding its technical characteristics of similar sorts of video production,

mismatch ethical, political and thematic principles of the Broadcaster, if the

content and/or decoration of advertising does not correspond to the requirements

of the Russian legislation, as well on the days declared by the order of the

Broadcaster free from advertising.

          The Broadcaster shall immediately notify the Agency on refusal in

accommodation of Advertising on the specified bases and suggest to replace the

rejected Advertising or to bring it in accordance with requirements of the

Broadcaster and/or the legislation of the Russian Federation.

          If the Broadcaster refuses to place the advertising within the days

declared by the order of the Broadcaster free from advertising, service on

accommodation of such advertising shall be compensated to Clients by

accommodation of the not-placed advertising in the Network program blocks and

Regional Windows during similar time and in similar programs within the nearest

days or, as agreed, during another time and in other programs (if the Client

refuses from placing the advertising during another time and in the other

programs, the Broadcaster shall be obliged to return the sum of cost of the

corresponding services on placing the advertising, if such placement has already

been paid for). Such cases of not-placement of advertising shall not constitute

infringement of the obligations by the Broadcaster.

          3.1.7. Render to the Agency all possible assistance in performance of

their obligations under the present Agreement, render necessary technical,

consulting and informational support.

          3.1.8. Carry out full daily video-recording of the Broadcaster's air

(Network program blocks and Regional Windows); keep the video-recordings within

1 (One) year from the date of their output on air and present them upon demand

of the Agency within 3 days from the moment of inquiry receipt. Video-recording

should begin 3 (Three) minutes prior to the beginning of the advertising block

and come to an end in 3 (Three) minutes after the termination of the advertising

block.

          3.1.9. In due time (in ten-day term after inquiry receipt) present to

the Agency on-air information under the Broadcaster's form confirming

accommodation of Regional advertising in Network program blocks and Regional

windows.

          3.1.10. All inquiries of Agency addressed to the Broadcaster

(regarding an opportunity of accommodation of disputable promotional materials

in Network program blocks and Regional Windows, etc.) should be considered by

the Broadcaster within two business days upon the Agency inquiry receipt, and

the answer shall be directed within the same term to the Agency in writing (by

fax and express service). Should the answer be not available within the set

period (silence of the Broadcaster), the Agency shall have the right to act as

follows:

     o    If the inquiry contained a question requiring an unequivocal answer -

          "yes" or "no", the Agency shall consider the silence of the

          Broadcaster as the "yes" answer.

     o    If the inquiry asked for the opinion of the Broadcaster on any

          disputable issue, the Agency shall consider the silence of the

          Broadcaster as the consent of the latter to fulfillment by the Agency

          of actions under the discretion of the Agency.

          The actions of the Agency accomplished according to the given

conditions, shall be considered accomplished within the limits of performance of

the conditions of the present Agreement without excess of powers, and in case of

occurrence of any adverse consequences as a result of the specified actions the

Agency shall not bear any responsibility (except for the cases when the Agency

has accepted Advertising with infringement of the requirements of the current

legislation of the Russian Federation set for the placed Advertising).

3.2. The Agency shall:

          3.2.1. Enter into transactions with clients for the sale of Regional

          Advertising acting primarily for the benefit of the Broadcaster and in

          accordance with the terms and conditions of the present Agreement.

               A) When entering into contracts with Clients, the Agency shall

               enter into contracts on those terms that are the most favorable

               for the Broadcaster. The cost of advertising services when

               entering into contracts with certain clients shall be determined

               based on the contract price calculation method (Appendix 1).

               B) The Agency shall have all rights and bear all obligations

               under contracts with Clients made on a commission basis even

               where the Broadcaster is specifically named in any such contract

               and entered into a direct relationship with Clients.

               C) For the purposes of the present Agreement, the Agency shall

               have the right to enter into sub-commission contracts with other

               legal entities and/or individuals as long as it remains fully

               liable to the Broadcaster for performance by such sub-commission

               agent (hereunder only a subsidiary or a parent company of the

               Agency can act as a sub-commission agent. Otherwise the

               sub-commission agent is subject to the obligatory prior approval

               of the Broadcaster).

               D) If any unforeseen circumstances arise that prevent performance

               under any advertising services contract concluded with the

               Client, the Agency shall immediately notify the Broadcaster of

               the same presenting the proof.

               If provisions of the contract concluded by the Agency on its own

               behalf, but at the expense of the Broadcaster, are broken by the

               Client, the Agency shall be obliged to inform immediately the

               Broadcaster thereon presenting the proof.

               E) The following provisions shall be included into contracts with

               Clients:

               "The Client shall be fully liable for the content and design of

               any advertising delivered hereunder and for the breach of

               copyrights or allied rights with respect to the artistic work and

               objects of allied rights included in the advertising. All

               pecuniary claims for damages, including those asserted by authors

               and holders of allied rights, with respect to advertising shall

               be settled by the Client using its own resources and at its own

               expense."

               In case of losses of the Broadcaster caused by infringement by

               the Client of the rights of any third party concerning products

               and execution included into Advertising, as well as requirements

               of the legislation concerning the content and design of

               Advertising, the Client shall compensate to the Broadcaster all

               the incurred losses caused by such infringement.

          2. The Agency (Broadcaster) shall have the right not to place

     advertising on the days declared by the order of the Broadcaster free from

     advertising (para 3.1.6.) as well as the right to reject and not to accept

     for accommodation Advertising in case of its inconsistence to ethical,

     political and thematic principles of the Broadcaster, as well as to the

     current legislation of the Russian Federation.

          3. Upon conclusion by the Agency of contracts with Clients, the latter

     shall guarantee that the promotional materials presented and placed

     according to the present Agreement are not propaganda in the sense of the

     Federal law dd. June 12th, 2002 # 67-FZ ((On the basic guarantees of

     suffrage and the rights to participation in referendum of citizens of the

     Russian Federation)).

          In the event that the advertised physical person or elective

     association (political party, structural division of a political party,

     public organization, social movement) becomes participant of elective

     process (i.e. during the election campaign in the territory of the Russian

     Federation, the physical person gets the status of the candidate,

     fiduciary, authorized representative on financial questions of the

     candidate or an elective association/block, and an elective association

     notifies the corresponding elective commission on promotion of

     candidates/lists of candidates thereby or a part of the selective block) as

     well as in case if the founder, the proprietor, the owner and (or) a member

     of the management body of the advertised legal person are the persons who

     have become by participants of the elective process (candidates, members or

     the authorized representatives of the initiative group on carrying out of a

     referendum, other group of participants of a referendum), in case when

     surnames or images of these persons are used in the promotional material,

     the Client shall be obliged to inform the Agency immediately on the

     specified circumstances attaching the necessary documents, thereafter the

     concluded contract regarding rendering services on accommodation of the

     corresponding promotional materials shall be subject to cancellation, and

     promotional materials shall be removed from air within 2 (two) business

     days from the moment of the notice.

          If in the advertising images presented by the Client to the Agency for

     placing there will be contained images or mentioning of physical persons or

     elective associations which can become participants of the elective process

     on the corresponding elections (the Agency has certain bases to believe

     that these persons become participants of elective process) or any other

     information that can be qualified as infringement of the legislation of the

     Russian Federation on elections, the Client shall be obliged within 1 (One)

     business day from the date of official publication of the decision on

     calling the corresponding elections for the territory within the limits of

     which advertising under the present Agreement is extended to present to the

     Agency the written confirmation guaranteeing that the physical person or

     elective association in this or that way mentioned or shown in the

     promotional materials, will not take part in the corresponding elections.

          In the event that such written confirmation is not presented,

     rendering of services on accommodation of advertising within the limits of

     the concluded contract shall cease, and the contract shall be subject to

     cancellation, and promotional materials shall not be not subject to

     accommodation on air of the Broadcaster.

          Upon cancellation of the corresponding transaction due to the

     above-stated basis the Client shall be obliged to pay to the Agency the

     cost of services on accommodation of the advertising, rendered as of the

     moment of its cancellation.

          4. If the advertised activity is subject to licensing, the Advertising

     presented for accommodation on air of the Broadcaster should contain number

     of the license and the name of the body that issued this license.

     Advertising of the goods subject to obligatory certification should be

     accompanied by a mark "subject to obligatory certification".

          The Client shall obligatorily present to the Agency properly certified

     copies of licenses, if the advertised activity is subject to licensing, and

     certificates of conformity, if the advertised goods (services) are subject

     to obligatory certification.

          The Client shall present documentary acknowledgement of reliability of

     the information contained in advertising upon inquiry of the Agency in

     two-day term.

          5. Contracts with Clients should provide the condition on the

     possibility of unilateral cancellation of the contracts by the Agency with

     the notice of Clients thereon for no more than 30 (Thirty) days prior to

     prospective date of cancellation of the contract.

          6. If the money resources from the Client come not as a lump sum, but

     two and more payments the Agency takes into account money resources coming

     from them, first of all, as repayment of debts of the Client on payment for

     the rendered services (if available); after full repayment of available

     debts the coming money resources shall be taken into account as payment for

     the services rendered in the reported month; further, after full payment of

     the services rendered in reported month, the coming money resources shall

     be considered as advance payment for rendering of services next month.

          7. As per the date of each reported period end not less than 80 %

     (Eighty percent) of the cost of services rendered in the reported period,

     should be paid by clients. The remaining 20 % (Twenty percent) of the cost

     for rendered services should be paid: by the Clients located within the

     limits of the Territory, - not later than in 30 (Thirty) days from the

     moment of the termination of the corresponding reported period; by the

     Clients located outside the limits of the

     Territory, - not later than in 60 (Sixty) days from the moment of the

     termination of the corresponding reported period.