AGREEMENT

                                                                   EXHIBIT 10.22

                           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" (further

"CTC") 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 (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 and the Broadcaster issued in Network program blocks and Regional Windows as

well as announcement of actions prepared and conducted by CTC 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 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 - ____________________, wherein the Broadcaster shall carry

out distribution of Network program blocks and Regional Windows according to the

License Series __ # ____ 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-Moscow") 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" 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

___ (________) calendar 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 4 (Four) days 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.

     If after 30 (Thirty) or, correspondingly, 60 (Sixty) days from the moment

of the termination of the corresponding reported period the rendered services

will not be completely paid for by Clients (further such bill receivable is

called ((Doubtful bill receivable))), the Advertising presented by the

corresponding Client shall be obligatorily removed from air and be not accepted

any more for accommodation before full repayment by the corresponding Client of

the Doubtful bill receivable.

     8. The responsibility of the Agency (and as consequence, of the

Broadcaster) for infringement of the order of accommodation and/or distribution

of advertising cannot exceed the double accommodation of the corresponding

Advertising during similar time (in the equivalent television program) or the

double size of the cost of accommodation of the corresponding advertising.

          3.2.2. Present the Advertising received from Clients for accommodation

     in the Network program blocks and Regional Windows not later than 4 (Four)

     calendar days prior to going into air or within another term agreed by the

     Parties upon the act of transfer of video-units. The Advertising shall be

     presented to the Broadcaster in PAL system with the rerecorded sound and

     exposed time-code on Betacam Digital videocassettes (further -

     "Cartridges"), in PAL system or in other formats and on other video-units

     agreed by the Parties.

          3.2.3. Have the right to direct to the Broadcaster inquiry on the

     possibility of accommodation of disputable promotional materials in the

     Network program blocks and Regional Windows, etc.

          3.2.4. Accept from Clients, check for correctness of the design and

     keep the certificates presented by the Clients regarding the use of works

     of the Russian and foreign authors in the Advertising. Present to the

     Broadcaster the information received from the Clients on the use of works

     of the Russian and foreign authors in the Advertising (under the form of

     the Broadcaster) within the terms stipulated by para 3.2.2. of the present

     Agreement.

          3.2.5. Accept from Clients and upon demand of the Broadcaster present

     to the latter the copies of the corresponding certificates and/or

     corresponding licenses. If the advertised activity is subject to licensing

     or the advertised goods are subject to obligatory certification, the Agency

     shall present to the Broadcaster advertising with the corresponding marks.

     In case of granting by the Agency to the Broadcaster of promotional

     materials without the specified marks, the given materials shall be subject

     to replacement in the shortest terms and cannot be placed by the

     Broadcaster in the Network program blocks and/or Regional Windows.

          Storage of the specified documents shall be carried out by the Agency

     in a uniform package with schedules of accommodation.

          3.2.6. Direct to the Broadcaster an application for accommodation of

     advertising on air of the Broadcaster in the form of the advertising

     accommodation schedule (media-plan) indicating the Tele-channel, the period

     (terms) of accommodation of the advertising, cost of services on

     accommodation of the advertising and other conditions necessary for

     rendering the services.

          3.2.7. Direct to the Broadcaster reports on execution of the

     commission assignment under the procedure established by the present

     Agreement under the form specified in the Appendix 6.

          3.2.8. Present promotional and informational materials of the Clients,

     accompanying and working documentation to the Broadcaster not later than 4

     (Four) days prior to the date of the first output of corresponding

     Advertising on air of the Broadcaster within the limits of the Territory

     (or within the other term additionally agreed by the Parties by means of

     telephone or facsimile communication).

          3.2.9. The Parties shall agree that the Agency shall have the right

     upon performance of the commission assignment of the Broadcaster to realize

     services on accommodation of Regional advertising both through conclusion

     of separate transactions (contracts) with Clients only on rendering of

     services on accommodation of Regional advertising by the Broadcaster in the

     Network program blocks and Regional Windows in the Territory, and through

     conclusion with the Client of uniform transactions (contracts) on rendering

     to the Client of services on accommodation of advertising by other persons

     on air of other telechannels, licenses for air broadcast for which are

     issued to other persons (so-called ((batch sales))), and the Broadcaster

     shall not object to such way/variant of realization of their services. The

     Agency shall inform the Broadcaster on realization of services by way of

     ((Batch sales)) by locating of the corresponding information in the report

     of the Agency.

          The conclusion of the specified uniform transactions (contracts) shall

     be made on the basis of execution by the Agency of the assignment in the

     interests of the Broadcaster (principal) and on the conditions most

     favourable to them proceeding from objectively existing circumstances

     (status of the advertising market; demand and supply on the market of

     services on accommodation of advertising on air of televisions companies;

     volumes and other restrictions for advertising on the TV established

     legislatively; technical opportunities of the Broadcaster and other

     tele-broadcasters in corresponding territories, change of such technical

     opportunities; quantity of participants of the market (market sectors) and

     their media-activity; needs of advertisers; features of media planning of

     the advertiser, the period of accommodation and expenditure of the

     advertising budget, the seasonal factor; the sum of the advertising budget

     of the advertiser including the one planned to accommodation on all

     tele-channels of the corresponding city and directly on air of the

     Broadcaster; behaviour of competitors of the advertiser in the advertising

     policy (sum of budgets, periods of accommodation, choice of advertising

     carriers and mass-media) and other factors).

     4.   COMPENSATION  TO THE AGENCY AND THE COST OF ITS SERVICES. SETTELEMENT

          PROCEDURE AND PRESENTING OF SETTLEMENT AND REPROTING DOCUMENTS

4.1. Cost of services on accommodation of regional advertising in contracts with

clients-residents or the clients-non-residents carrying out payment in the

Russian roubles shall be established in Russian roubles and for contracts with

the clients-non-residents carrying out payment in US dollars or in any other

foreign currency, - in US dollars.

Services of the Broadcaster on accommodation of regional advertising shall be

subject to value added tax.

4.2. COMMISSI