Exhibit 10.62


    
      

    
Exhibit
    10.62

    Agreement

    


    
      	
              The
                city of Kiev

            	
              November
                30, 2006

            


    

    


    Broadcasting
      Company “Studio 1+1”,
      a legal
      entity organized and existing under the laws of Ukraine in the form of a limited
      liability company (hereinafter referred to as “TV Company”), represented by its
      General Director Yuri Z. Morozov, acting in accordance with the TV Company’s
      Charter, and “VIDEO
      INTERNATIONAL-PRIORITET”,
      a legal
      entity organized and existing under the laws of Ukraine in the form of a limited
      liability company (hereinafter referred to as “Customer”), represented by its
      General Director Vyacheslav Yu. Bulavin, acting in accordance
      with the Customer’s Charter (each of them a “Party” and together the “Parties”)
      have entered into this Agreement to the effect as follows: 

    


    1.
      Terms and Definitions

    


    1.1
      For
      the purpose hereof the terms set out below shall have the following
      meanings:

    


    “TV
      Channel” - TV
      Channel “1+1”, broadcasting throughout the territory of Ukraine.

    


    “TV
      Channel’s Air” - TV
      Channel’s broadcasting of audio visual information and material (such as
      programmes, shows, TV features and motion pictures, advertising blocks, etc.)
      distributed to the public in the territory of Ukraine, using technical
      broadcasting devices.

    


    “Advertising
      Agreement” - an
      agreement between
      the Customer and the Advertiser. Its subject covers the placement of the
      Advertiser’s Advertising on the TV Channel’s Air. 

    


    “Advertising”
      - special
      audio visual information of a person, product or service provided by the TV
      Company as a commercial to an unrestricted circle of persons by way of TV
      broadcasting (placement) and intended for shaping or maintaining consumers’
awareness, as well as their interest in such person, product or service. Unless
      otherwise stipulated herein, the term Advertising used within the framework
      of
      this Agreement shall be interpreted to include National Advertising, Regional
      Advertising and Social Advertising.

    


    “Placement
      Schedule”
      - a
      daily schedule of Advertising placement (Media-plan) that contains Advertisers,
      commodity and/or financial brands, date and time of the Advertising placement,
      its duration and the type of Advertising.

    


    “Unauthorized
      Advertising”
      -
      Advertising provided for the placement by third parties and placed by the TV
      Company on the TV Channel’s Air, except Advertising placed by the TV Company on
      the TV Channel’s Air at its own discretion within the framework of: (i) the
      international agreement entered into with “Innova Film GmbH” on 11 December 1996
      or its legal successor or within the framework of another similar agreement,
      which shall be formalized in additional annex to this Agreement; and (ii)
      agreements on advertising services entered into with Gravis LLC concerning
      placement of Advertising of TV channels whose broadcasting licenses are owned
      by
      Gravis LLC and agreements on advertising internet sites. 

    


    “Media
      Sponsorship” -
      (i) a
      placement by the TV Company of any information deemed advertising in nature
      about certain events in areas such as sports, entertainment, and social
      relations that are either directly connected with the TV Company’s activities
      and/or aimed to promote and popularize the TV Channel and/or the TV projects
      of
      the TV Company; (ii) a placement of Advertising on the TV Channel’s Air in order
      to perform the obligations of the TV Company under its agreements where the
      TV
      Company receives from Advertisers services for distribution or placement of
      Advertising or other information related to the TV Company or other services
      of
      an amount equal to Advertising services provided to the Advertiser by the TV
      Company.


    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    


    “National
      Advertising” - Advertising
      aired by the TV Channel throughout the territory of Ukraine (nationwide), i.e.
      Advertising that cannot be referred to as Regional Advertising.

    


    “Improper
      Advertising”
      -
      unfair, comparative, hidden and other Advertising characterized by breaches
      of
      Ukraine’s legislation in respect of content, time, place, method and conditions
      of distribution. 

    


    “Reporting
      Period” - one
      calendar month.

    


    “Political
      Advertising” -
      direct
      or indirect propaganda placed on the TV Channel’s Air of subjects relating to
      elections, such as a political party (bloc), any person involved in political
      activities, political programs, views and opinions, or any information related
      to the aforementioned during the election campaign period established by
      Ukrainian law. Political Advertising comprises the use of symbolism or logos
      of
      parties (blocs) or other participants of political activities, as well as
      information on support provided by any parties (blocs) or any other participants
      of election activities of shows or any other public events, or drawing attention
      to participation in such events of parties (blocs) or any other subjects
      relating to election campaigns. 

    


    “Product
      Placement” - the placement
      of goods (services) by the TV Company in the TV programmes/telecasts (films
      included) distributed on the TV Channel’s Air with or without indicating their
      manufacturers and names thereof. 

    


    “Regional
      Advertising” - Advertising
      placed on the TV Channel’s Air within a certain part of Ukraine’s territory (not
      nationwide) in regional advertisement packages approved by the TV Company.
      

    


    “Advertising
      Materials” - a tangible
      medium of the type and format approved by the Parties which contains audio
      and
      video recording of Advertising. Unless
      otherwise additionally agreed by the Parties. audio and video recordings of
      Advertising shall be presented using the PAL system with completed mix track
      and
      time code on video tapes, Betacam SP or Digital Betacam. 

    


    “Rates
      for Advertising Placement”
      - the
      average cost of 30 second CPP established monthly by the Customer (VAT and
      Advertising tax not included) and agreed with the TV Company for the Advertising
      placement on the TV Channel’s Air and used by the Customer to determine the Cost
      of Advertising Placement under Advertising Agreements.

    


    “Advertising
      Services” - services
      provided by the TV Company to the Customer pursuant to this Agreement and
      including the services of the Advertising placement in programmes, in between
      programmes and special advertising blocks of the TV Channel.

    


    “Advertising
      Schedule”
      - a
      document to define the time slots for advertising packages on the TV Channel’s
      Air in which Advertising may be placed.

    


    “Advertiser”
-
      a
      legal person which orders the production and/or distribution of
      Advertising.


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    


    “Social
      Advertising” -
      information of any kind, focused on the achievement of socially useful
      objectives and popularization of common human values, distribution of which
      is
      not intended for profit making. Social Advertising should not contain references
      to any specific goods and/or its manufacturer, the Advertiser, or any objects
      of
      intellectual property owned by the manufacturer of the product or the
      Advertiser.

    


    “Sponsorship
      Advertising ” -
      Advertising of names, titles and trade marks for goods and services, owned
      by a
      person which voluntarily provides support and assistance (monetarily,
      financially or organizationally) to any activities, including the TV Company’s
      activity, with the aim to exclusively promote its own name, title and trade
      mark
      for goods and services. 

    


    “Cost
      of Placement” - a
      monetary amount (including VAT and Advertising Tax) which is agreed upon between
      the Parties on a monthly basis according to the procedure stipulated hereunder
      and which is deemed the basis for estimating the Cost of Advertising Services
      on
      the TV Channel’s Air and represents the total sum of the collection revenues of
      the Customer per each Reporting Period according to the Advertising
      Agreements.

    


    “Cost
      of Advertising Services”
      - the
      amount (including VAT and Advertising Tax) payable by the Customer for the
      Advertising Services provided by the TV Company pursuant to this Agreement.
      

    


    “Commodity
      Brand”
      - an
      advertising object, which includes goods, services, legal entities, individuals,
      etc.

    


    “Financial
      Brand”
      - a
      reference designation for one or more commodity brands which may be used by
      the
      Parties for accounting purposes (Acts, invoices, etc)

    


    “Log”
      - a
      document confirming the Advertising placement on the TV Channel’s
      Air.

    


    “Broadcast
      Schedule” - a schedule
      of the broadcasting of TV programmes on the TV Channel’s Air.

    


    “PR-Services”
      - services
      aimed to establish public relations, and in particular communication to the
      public of certain information available to it of a political or commercial
      nature by way of TV broadcasting, carried out by the TV Company at the request
      of a third party on in-house current affairs and/or informative programmes
      outside advertising packages. 

    


    “Special
      Projects”
      -
      information to be used for placement on the TV Channel’s Air characterized by an
      original format and implemented in various interactive forms (quizzes,
      competitions, votings, chats, etc.) which allows the audience to take part
      in
      the programmes by way of SMS communication.

    


    “Forecast”
      - an
      estimate for the Cost of Advertising Services and associated indicators listed
      in clause 11.3 below for one calendar year as agreed by the Parties.


    


    “Annual
      Budget”
-
      the
      agreed Forecast for the Cost of Advertising Services and associated indicators
      listed in clause 11.3 below for one calendar year as agreed by the
      Parties.

    


    “Reforecast”
-
      any
      revision on the agreed outcome of the Cost of Advertising Services and
      associated indicators listed in clause 11.3 for the remainder of the specified
      calendar year made at any point during that year. Such a revision may be made
      in
      relation to a previous Reforecast or to the Annual Budget. 


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    


    “Rating
      point” (“RP index”) -
      the
      rating of individual time intervals of Advertising on the TV Channel’s Air,
      identified on the basis of people-metric study results of the audience. These
      results to be provided by the company “GfK - Ukraine” or by any other
      specialized company approved by the Parties.

    


    “GRP”
      - gross
      RP
      index.

    


    “CPP”
      -
      cost of
      RP index (net amount of VAT and Advertising Tax) 

    


    “Prime
      Time” -
      any time
      interval within the Broadcast Schedule between 6:00PM through 11:00PM ( Mondays
      to Fridays) and any time interval between 5:00PM -11:00PM (Saturdays and Sundays
      and non-working days as determined by the Cabinet of Ministers of Ukraine).
      

    


    “Off-Prime
      Time” -
      any time
      intervals within the Broadcast Schedules which are not indicated as Prime Time
      above.

    


    2.
      SUBJECT OF AGREEMENT

    


    2.1
      This
      Agreement shall regulate the relationship between the Parties in respect of
      broadcasting (placement) on the TV Channel’s Air of National Advertising,
      Regional Advertising and Social Advertising.

    


    2.2
      Pursuant to this Agreement the TV Company shall undertake to provide the
      Customer with Advertising Services to place the Advertising of the Customer’s
      clients (Advertisers) on the TV Channel’s Air for the period commencing on
      January 1, 2007 until December 31, 2011 (hereinafter “Advertising Period”) and
      the Customer shall make payments for the services provided by the TV Company
      in
      accordance with the scope and conditions defined in this Agreement.


    


    2.3
      Should the structure and procedure for the Regional Advertising placement be
      subject to any changes, the Parties shall additionally agree on the regions
      and
      the procedure for rendering services to be provided by the TV Company with
      the
      aim to place the largest practical amount of Regional Advertising in any
      Reporting Period. Both Parties are hereby placed under an obligation to notify
      each other of any such changes in accordance with the procedures set out in
      clause 14.10 under which the Parties shall reach a mutual solution within 30
      (thirty) days.

    


    2.4
      Provisions for the Advertising placement shall be agreed upon on a monthly
      basis
      by the Parties in Annexes to this Agreement.

    


    The
      Annexes shall be signed monthly by the Parties not later than 1 (one) working
      day prior to the beginning of the next Reporting Period.

    


    Advertising
      Services shall be provided to the Customer in the volume (quantity) indicated
      in
      a relevant Annex and in compliance with the Placement Schedule.

    


    2.5
      Unless otherwise expressly agreed by the Parties, this Agreement shall not
      apply
      to legal relationships between the Parties in respect of Media Sponsorship,
      Product Placement, PR-Services, Special Projects, Sponsorship Advertising and
      Political Advertising. 


    
      
        
        

      

      
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    3.
      RIGHTS AND OBLIGATIONS OF THE PARTIES

    


    3.1
      The
      TV
      Company: 

    


    3.1.1
      shall provide the Customer with Advertising Services for the Advertising
      placement on the TV Channel’s Air in full compliance with the Placement
      Schedule. The Placement Schedules are prepared by the Customer and placed in
      the
      Automated System of Advertising placement, a computer program (hereinafter
      “VIMB”). The TV Company shall accept the Placement Schedule at least 2 (two)
      working days prior to the start date of the Advertising placement on the TV
      Channel’s Air. Both Parties shall perform their obligations in accordance with
      the provisions of clause 6 below.

    


    3.1.2
      shall provide the Customer with all and any relevant information required to
      perform this Agreement as well as to timely inform the Customer about the TV
      Company’s technical requirements in respect of the quality standards of
      Advertising Materials. 

    


    3.1.3
      shall not provide Advertising services to third parties similar to Advertising
      Services under this Agreement, except for Advertising placed by the TV Company
      on the TV Channel’s Air at its own discretion within the framework of: (i) the
      international agreement entered into with “Innova Film GmbH” on 11 December 1996
      as well as its legal successor or in the framework of another similar agreement
      whose subject shall not be placement of Advertising of Advertisers - Ukraine
      residents (TV Company shall promptly inform the Customer about conclusion of
      such similar agreement and the TV Company’s new counterparty shall be defined in
      the additional annex to this Agreement); and (ii) agreements on advertising
      services entered into with Gravis LLC concerning placement of Advertising of
      TV
      channels whose broadcasting licenses are owned by Gravis LLC as well as
      agreements on advertising of internet sites and as otherwise provided in this
      Agreement. 

    


    3.1.4
      shall refrain from broadcasting Unauthorized Advertising.

    


    3.1.5
      shall upon the execution of this Agreement, provide the Customer with the TV
      Channel’s prospective Broadcast and Advertising Schedules for the first quarter
      of 2007 and to further deliver such Schedules to the Customer quarterly at
      the
      earliest convenience and not later than 10 (ten) working days before the
      commencement of the next relevant quarter.

    


    3.1.6
      shall inform the Customer about any changes of the Broadcast and Advertising
      Schedule not later than the 20th
      (twentieth) day of the current month. The TV Company shall immediately (within
      2
      (two) days) inform the Customer of any changes in the Broadcast and Advertising
      Schedule for the next month in case the said changes are to be introduced by
      the
      TV Company later than the 20th
      (twentieth) day of the current month. The terms for a relevant advance notice
      may not be complied with by the TV Company if changes are to be introduced
      for
      reasons indicated in clause 3.1.7 below. 

    


    3.1.7
      shall have the right to introduce the changes into the Broadcast Schedule for
      the next month after the 20th
      (twentieth) day of the current month only if such changes have been formerly
      agreed with the Customer in writing, except for the situations where the changes
      are to be introduced urgently due to events of state importance and/or force
      majeure situations or in connection with annulment or change of time of sports
      events which were supposed to be broadcasted live, etc, (i.e. when the written
      agreement between the Parties in advance would be impossible to reach due to
      reasons outside the TV Company’s control). 


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    


    3.1.8
      shall be entitled to refrain from accepting Advertising Materials for
      broadcasting if their technical specifications do no meet the TV Channel’s
      requirements for similar video products, the Advertising’s content does not meet
      the TV Channel’s ethical, political or editorial principles and the Advertising
      does not comply with Ukraine’s legal provisions in respect of its form and
      content.

    


    3.1.9
      shall immediately notify the Customer of its refusal to place the Advertising
      due to the reasons indicated in clause 3.1.8 in
      accordance with the procedures established in clause 14.10 below
      and
      shall suggest that it is either replaced or varied to comply with the TV
      Channel’s requirements and/or Ukraine’s legislation. 

    


    3.1.10
      shall inform the Customer in writing of all changes in the Placement Schedule
      and other provisions agreed by the Parties which may arise in the course of
      the
      Advertising placement. The relevant notice shall be delivered to the Customer
      at
      least 48 (forty-eight) hours prior to the date of the changes to be introduced
      except for the cases otherwise stipulated by legislation of Ukraine and this
      Agreement. 

    


    3.1.11
      shall inform the Customer in writing of all failures in respect of the
      Advertising placement. A relevant notice shall be delivered to the Customer
      no
      later than 24 (twenty-four) hours after the time at which the relevant
      Advertising should have been aired according to the Placement Schedule.


    


    3.1.12
      shall edit the Advertising in order to compile it into advertising packages
      and
      shall provide services on placement of the Advertising according to the
      provisions and rules hereof for providing such services as agreed by the
      Parties. 

    


    3.1.13
      shall provide the Customer with a requested Log not later than 10 (ten) working
      days after the receipt of a relevant request.

    


    3.1.14
      shall review and respond to any of the Customer’s written requests regarding a
      possibility to broadcast any Advertising within 3 (three) working days of
      receipt of the written request, in accordance with the procedure set out in
      clause 14.10 below. Should no answer be provided during this time, the Customer
      shall regard this as an affirmative answer.

    


    3.1.15
      shall in the event of the its refusal to provide Advertising Services for the
      Advertising placement in respect of any particular Advertiser and/or particular
      Advertising which is otherwise in compliance with its technical requirements
      and
      ethical and editorial policies of the TV Company, duly inform the Customer
      in
      writing and provide the reasons for its refusal.

    


    3.2.
      The
      Customer:

    


    3.2.1
      shall deliver to the TV Company all information and/or documentation required
      to
      provide services for the Advertising placement within the term of delivery
      that
      shall be sufficient to perform the obligations assumed by the TV Company,
      including: 

    


    (i)
      shall
      provide the TV Company with Advertising Material and its necessary licenses
      (or
      their duly certified copies) if the activity, goods and/or services to be
      advertised are subject to licenses and/or certificates or duly notarized copies
      thereof. 


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    


    (ii)
      shall provide the TV Company as soon as demanded with the appropriate
      documentation to duly prove that any object of industrial property used in
      Advertising such as trade marks for goods and/or services, etc., have been
      legally and lawfully used in the Advertising;

    


    (iii)
      shall provide the TV Company as soon as demanded with documents duly providing
      an individual’s consent for the usage of his/her image and/or name, if such
      individual’s image and/or name has been used in the Advertising;

    


    (iv)
      shall provide the TV Company as soon as demanded with documents duly confirming
      compliance with the rights attached to copyright works and/or related rights,
      when creating and distributing such Advertising, as well as with information
      on
      Ukranian and foreign authors of the works used in the Advertising , according
      to
      the form requested by the TV Company, if the TV Company views the Advertising
      as
      a likely breach of copyright and/or related rights of third
      parties.

    


    3.2.2
      shall provide the TV Company as soon as demanded with Advertising Materials
      which comply with the Ukrainian legislation and the TV Company’s technical
      requirements including legislation on advertising, unfair competition,
      protection of consumers’ rights and intellectual property rights. Advertising
      Materials are to be provided at least 2 (two) working days prior to the first
      day of the relevant Advertising placement. Should the relevant Advertising
      Materials be delivered later, then the TV Company shall not be held responsible
      for a breach of the Placement Schedule in respect of compliance with the terms
      of such Advertising placement. 

    


    3.2.3
      shall set out and agree with the Company on
      a
      monthly basis the Cost of the Advertising Placement based on the Rates for
      Advertising Placement, taking into account the TV Company’s current programming
      policy, the audience, the TV Channel’s technical capabilities, the Advertising
      positioning in the advertising package, its seasonality and competitiveness.
      

    


    Considering
      the above, the Customer has the right to use a lower amount than the agreed
      Rates for the Advertising placement only in cases when it was not possible
      to
      agree the Cost of the Advertising Placement on the basis of the Rates of
      Advertising Placement higher than the agreed amount by the TV Company or in
      full
      compliance with them. Should the applied Rates for the Advertising Placement
      be
      lower than ([***) of those agreed by the Parties or (***) more, the Customer
      shall provide the TV Company with a detailed explanation on a case by case
      basis
      within ten (10) days of using such lower Rates for the Advertising Placement,
      without the need of prior request by the TV Company.

    


    3.2.4
      When forming the Cost for Advertising Placement for each subsequent year within
      this Agreement’s Effective Period, the Customer shall apply the Rates for
      Advertising Placement which shall not be lower than those which were valid
      in
      the previous year.

    


    3.2.5
      shall provide the TV Company’s certain employees and/or professional advisors as
      agreed by the Parties with access to the Customer’s documents connected with the
      performance hereof, including the VIMB data which allows the TV Company to
      daily
      monitor and retrieve data on the Customer’s clients (Advertisers), terms, prices
      and other provisions of the Advertising Agreements. The access shall be provided
      to the TV Company’s employees and/or professional advisors during working hours
      subject to a notice in advance.

    


    3.2.6
      shall be entitled to send a request in writing to the TV Company concerning
      a
      possibility to broadcast other Advertising which has not been stipulated and/or
      regulated in this Agreement.


    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    


    3.3
      The
      Parties shall execute monthly bilateral deeds on providing services and
      settlements of accounts pursuant to the terms and conditions stipulated
      hereunder. 

    


    3.4
      The
      Parties shall agree the Rates for Advertising Placement for each subsequent
      year
      based on the TV Channel’s ratings, seasonal market fluctuations in Ukraine and
      other factors deemed by the Parties as objective. 

    


    3.5
      In
      the event of the Customer entering into similar agreements as this Agreement
      with broadcasting companies and/or with its representatives whose audience
      shares are similar to the TV Company’s audience shares (hereinafter “Agreements
      with Broadcasters”), the Customer shall notify the TV Company about plans to
      enter into such Agreements with Broadcasters at least 30 (thirty) days prior
      to
      the expected date of its conclusion.

    


    3.6
      (***)

    


    4.
      COST OF SERVICES FOR ADVERTISING PLACEMENT AND MUTUAL SETTLEMENT OF
      ACCOUNTS

    


    4.1
      Monthly Cost of Placement shall be agreed by the Parties in Annexes hereto.
      

    


    The
      monthly Cost of the TV Company’s Advertising Services provided hereunder shall
      be estimated in Ukraine’s local currency and shall constitute (***) of the
      relevant Cost of Placement. 

    


    4.2
      The
      Cost of the TV Company’s Advertising Services and procedure for the payment
      thereof shall be agreed in relevant Annexes for the respective Reporting Period.
      Should the Parties not agree otherwise in Annexes, the Customer shall pay the
      TV
      Company the Cost of Advertising Services by transferring the money to the TV
      Company’s bank account of the within 3 (three) banking days from the receipt of
      the Cost of Placement to its bank account in accordance with the Advertising
      Agreements.

    


    4.3
      The
      Customer’s obligations in respect of payments for the TV Company’s Advertising
      Services shall be deemed performed the moment the relevant funds have been
      written off the Customer’s account, provided that necessary bank transfer
      requests confirming that such funds were properly addressed to the TV Company’s
      bank account can be provided by the Customer on written request by the TV
      Company. 

    


    4.4
      The
      Customer is obliged to provide copies on a weekly basis of relevant payment
      documents for the previous week to the TV Company as proof of the payments
      for
      Advertising Services hereunder.

    


    4.5
      All
      payments between the Parties shall be made inclusive of VAT and other taxes
      as
      well as other duties and mandatory payments to the budget which may be required
      in connection with such payment settlements.

    


    4.6
      Beginning from July 1, 2007 and each quarter thereafter, the TV Company shall
      review the Cost of Advertising Services received by the TV Company during the
      preceding quarter and the first month of the quarter just closed. Should the
      Cost of Advertising Services received by the TV Company on the date of review
      fall below (***) of the Cost of Advertising Services for those 4 (four) months,
      the Customer shall within 7 (seven) days from the date of review but not earlier
      than the end of the second quarter pay the accrued current difference between
      (***) of the Cost of Advertising Services and the actually paid Cost of
      Advertising Services. 


    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    


    4.7
      The
      Parties hereto shall be deemed corporate profit tax payers as generally provided
      for by the laws of Ukraine “On Corporate Profit Tax”.

    


    5.
      PROCEDURE FOR PROVIDING REPORTS

    


    5.1
      Within 12 (twelve) days of the month following the Reporting Period the Parties
      shall prepare a draft service provision and a payment settlement deed that
      contains and approves the actual amount of the Advertising Services (the number
      estimated in minutes), the actual Cost of the Advertising Services rendered
      and
      the amount of the Customer’s debt for the Advertising Services for the previous
      Reporting Period. The Customer and TV Company hereby confirm that they shall
      take all reasonable measures to prepare the documents indicated in clauses
      5.1
      and 5.2 of this Agreement by the 10th
      (tenth)
      day of the month following the Reporting Period.

    


    5.2
      Along
      with the deed as per clause 5.1 above the Parties agree to break down the deed’s
      content in the form agreed by the Parties which contains the
      following:

    


    1)
      Customer’s clients (Advertisers);

    


    2)
      Names
      of Commodity Brands/Financial Brands;

    


    3)
      Advertising placement period (Reporting Period);

    


    4)
      The
      total Cost of Placement within the Reporting Period (including VAT and
      Advertising Tax), accompanied by a list of the 20 major Advertisers /Customer’s
      clients and the copies of invoices issued by the Customer to the Advertisers
      in
      compliance with the TV Company’s request;

    


    5)
      The
      cost of Advertising Services for Advertising placement within the Reporting
      Period in respect of the agreed audience;

    


    6)
      The
      amount of the Customer’s debt for the Advertising Services for the previous
      Reporting Period;

    


    7)
      The
      amount of the Customer’s debt for payment of the Cost of Advertising Services
      from the commencement date of the Placement Period up to the end of the
      Reporting Period.

    


    The
      deed
      may also contain other information as the Parties deem appropriate.


    


    5.3
      The
      deed as per clause 5.1 above, shall be signed by both Parties within 3 (three)
      days upon its completion or the Parties shall present the reasoned objections
      to
      the deed in writing.

    


    5.4
      As to
      the accounting documentation that has not been stipulated here, both Parties
      shall sign a separate Annex hereto which shall determine the content and
      procedure of submission of the accounting documentation. Such Annex to be signed
      at the same time as this Agreement.

    


    6.
      TECHNICAL SUPPORT


    
      
        
        

      

      
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    6.1
      The
      exchange of information which is necessary for proper performance of either
      Party’s respective obligations hereunder (including preparation and approval of
      the Placement Schedule and preparation and approval of full and accurate
      information regarding the budget of clients for the current and subsequent
      years, if available) shall be implemented through the use of VIMB by the
      Customer and containing all necessary information used to sort orders for
      Advertising placements on the TV Channel’s Air. Procedures and conditions of the
      use of VIMB shall be regulated by a separate license agreement (including agreed
      responsibility for technical matters of programme management). 

    


    6.2
      The
      Customer shall copy all Placement Schedule data and financial information in
      connection with projecting the Cost of Placement daily. The Customer shall
      warrant and represent that in case of a technical failure, natural disaster
      or
      breakdown it is able to restore (renew) the agreed information and functionality
      within 24 (twenty-four) hours or as soon as may be practicable upon the expiry
      of the 24 (twenty-four) hours. Inability to provide the information or
      functionality within the period exceeding 1 (one) week shall be deemed as a
      failure to perform this Agreement.

    


    6.3
      Should any discrepancy be discovered between the invoices issued to the
      Customer’s clients (Advertisers) and the data contained in the Customer’s
      monthly reports on the Advertising placement composed on the basis of the VIMB
      data and properly containing all the required adjustments pursuant to the latest
      data provided by GfK-Ukraine (or any other specialized company as agreed by
      the
      Parties), the Customer shall provide an appropriate explanation in writing
      in
      respect of each such discrepancy within 3 (three) working days upon receipt
      of
      the TV Company’s respective request (the TV Company shall provide the Customer
      with a list of persons authorized to deal with such request). The requests
      of
      this kind shall be sent by the TV Company in accordance with the provisions
      of
      clause 14.10 below.

    


    6.4
      Should any Advertiser’s campaign be over before the Reporting Period expires the
      Customer shall provide the TV Company with the information containing the volume
      of ratings of such campaign based on the data provided by GfK-Ukraine (or any
      other specialized company as agreed by the Parties) on the date of submission
      of
      such information, as well as the campaign’s period, audience, brand and the type
      of Advertising. The information of this kind shall be provided to the TV Company
      in writing in accordance with the provisions of clause 14.10 below. The TV
      Company shall either approve the information received or submit reasoned
      objections to approval by 12:00AM of the day following the day when it was
      provided by the Customer. The TV Company’s response shall be signed by the TV
      Company’s Marketing Director (and/or any other duly authorized employee of the
      TV Company).

    


    7.
      LIABILITY OF THE PARTIES

    


    7.1
      Should either Party fail to perform (or to improperly perform) its obligations
      hereunder, the Party at fault shall reimburse the other Party for all reasonable
      losses incurred as a direct result of such failure to perform (or improper
      performance) pursuant to Ukrainian legislation.

    


    7.2
      In
      case of any delayed payment hereunder, the Party at fault shall pay a penalty
      for each delayed day to the other Party in the amount of the National Bank
      of
      Ukraine’s (***) effective during the delay period, subject to the receiving
      Party sending a relevant claim in writing to the debtor. Should the receiving
      Party send no claim of this kind in writing, the penalty shall neither be
      charged nor paid.


    
      
        
        

      

      
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    7.3
      Should the TV Company be in breach of its obligations in respect of providing
      Advertising Services (i.e. the Advertising has not been placed, the time or
      sequence of the Advertising placement has been changed, the quality and
      technical parameters have not been complied with, i.e. lack of sound,
      disturbances, breaches regarding duration, contents or versions of the
      Agreement, etc.), the TV Company shall place the non-placed or unduly placed
      Advertising increasing the time assigned by 1.5 within the slots agreed with
      the
      Customer, or return if so requested by the Customer, the funds that have been
      paid by the Customer for the Advertising placement and reimburse the Customer
      in
      full for all accrued expenses.

    


    7.4
      The
      TV Company shall not be responsible for the breaches as per clause 7.3 above
      if
      the breaches occurred due to the Customer’s fault.

    


    7.5
      Should Unauthorized Advertising be placed on the TV Channel’s Air, the TV
      Company shall pay a fine to the Customer at the rate of double the cost of
      placement of such Unauthorized Advertising using the Rates of the Advertising
      placement for each airing of the Unauthorized Advertising provided that the
      Customer sends the TV Company a relevant complaint in the form of a registered
      letter. Should the Customer not demand in writing that the fine be paid, the
      fine will neither be charged nor paid. 

    


    7.6
      In
      case of an unreasonable refusal to place the Advertising (clause 3.1.15), the
      TV
      Company shall be subject to a fine payable to the Customer at the rate of (***)
      of the Cost of the Advertising Placement based on the Rates for the Advertising
      Placement that the TV Company refused to place. 

    


    To
      support compliance with the criteria of acceptable Advertising, the TV Company
      shall provide the Customer with a copy of its Ethics Policy and any regulations
      of the TV Company’s Editorial Committee and the Customer hereby agrees to comply
      with all conditions applicable under this Agreement.

    


    7.7
      The
      Customer shall be liable for the Advertising Materials’ compliance with the TV
      Company’s technical standards and shall ensure the compliance with the
      applicable copyrights of the Advertising (including those arising when the
      Advertising is produced), rights and lawful interests of third parties
      (including those provided for under the laws of Ukraine “On Copyrights and
      Related Rights”) for which the Customer shall obtain similar guarantees from its
      clients/Advertisers. The Customer shall not order the Advertising to be placed
      on the TV Channel’s Air in respect of which it has not obtained a written
      guarantee from its Client/Advertiser that production and distribution of the
      Advertising in question is not in breach of rights and interests of third
      parties when copyright works are used.

    


    All
      and
      any property claims of third parties including those submitted to the TV Company
      in connection with violations of their rights and interests in the course of
      the
      Advertising production and/or distribution shall be readdressed to the Customer
      with a copy being sent to third parties in question for settlement by the
      Customer and/or Advertisers at their own expense. With this condition in view
      the Customer shall undertake to actively participate in settling such claims.
      

    


    Should
      the TV Company incur any losses due to the settlement of such claims, the
      Customer shall undertake to arrange that the losses shall be reimbursed in
      full
      by the actual infringer of the third party rights and should that be impossible,
      the Customer shall pay to the TV Company a fine of an amount equal to the losses
      duly documented by the TV Company. 


    
      
        
        

      

      
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    7.8
      Should the Customer be in breach of clause 6.3 hereof (in case of not providing
      explanations stipulated by such clause) and three times not provide
      explanations, the Customer shall pay a fine to the TV Company at the rate of
      (***) of the amount equal to the negative difference between the invoices issued
      and the information contained in the Customer’s monthly accounting reports
      composed on the basis of the VIMB data and containing all necessary adjustments
      pursuant to the final data provided by GfK-Ukraine (or another specialized
      company as agreed by the Parties). Unless the TV Company demands in writing
      that
      the fine should be paid, the fine will neither be charged nor paid.


    


    7.9
      Should the Customer be in breach of clause 3.2.3 hereof (in case of not
      providing explanations stipulated by such clause) the Customer shall pay a
      fine
      to the TV Company at the rate of (***) of the amount equal to the negative
      difference between the actual Cost of Placement and Cost of Placement calculated
      with the use of the Rates for Advertising Placement. Unless the TV Company
      demands in writing that the fine should be paid, the fine will neither be
      charged nor paid.

    


    7.10
      All
      forfeits (penalties and fines) indicated herein shall be subject to payment
      by
      the Party at fault within 5 (five) business days upon the date of receipt of
      the
      request in writing sent by the other Party. Payment of penalties or fines shall
      not release the Parties from performance of their obligations
      hereunder.

    


    8.
      FORCE MAJEURE

    


    8.1
      Either Party shall be released of its responsibility for a full or partial
      failure to perform its respective obligations hereunder if such failure to
      perform results from force majeure that occurs and prevails after the execution
      of this Agreement, which the said Party could neither foresee nor prevent using
      reasonable measures.

    


    For
      the
      purpose hereof, force majeure circumstances include the following: natural
      disasters, wars or military operations, strikes in the industry or in a relevant
      region, laws adopted by the President of Ukraine or state authorities leading
      to
      impossibility to perform this Agreement as well as urgent and prompt provision
      of the airtime to Ukraine’s officials, coverage of official visits of the
      state’s leaders, violation/failure to provide services of transmitting signals
      by Concern RRT and other circumstances beyond the Parties’ reasonable control.


    


    8.2
      The
      Party which is not able to perform its obligations hereunder shall immediately
      (no later than 5 (five) working days) notify the other Party about the
      occurrence and termination of the force majeure circumstances. The
      representatives of the Parties are to hold consultations as soon as possible
      to
      agree on the steps to be taken by the Parties.

    


    The
      fact
      of such circumstances occurring and its duration shall be confirmed by a special
      document to be issued by competent authorities or organizations, including
      Ukraine’s Chamber of Trade and Industry. 

    


    8.3
      A
      failure to notify or a delayed notification in respect of the force majeure
      circumstances shall deprive the relevant Party of the right to refer to any
      of
      the above mentioned circumstances as grounds for release of its liability for
      the delay in performing its obligations.

    


    8.4
      Should the Advertising not be aired by the TV Channel as a result of force
      majeure, the TV Company, at the Customer’s sole discretion, shall either place
      such Advertising within similar time slots and similar programmes or return
      to
      the Customer the advance payments for the Advertising placement that has not
      been aired.


    
      
        
        

      

      
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    9.
      SPECIAL PROVISIONS

    


    9.1
      Both
      Parties agreed to enter into a separate agreement by December 31, 2006 at the
      latest to implement the agreements on placing Political and Sponsorship
      Advertising entered into by the TV Company independently. 

    


    9.2
      Pursuant to the Agreement as per clause 9.1 above the Customer, as commissioned
      by the TV Company, shall provide the following services in exchange for a
      remuneration fee: to research potential Advertisers to place Political and
      Sponsorship Advertising on the TV Channel’s Air, to prepare and send commercial
      offers to third parties to enter into agreements on the Political and
      Sponsorship Advertising placement on the TV Channel’s Air, to hold
      pre-contractual negotiations with third parties concerning entering into
      agreements on the Political and Sponsorship Advertising placement, to prepare
      rates for the Political and Sponsorship Advertising placement and to compile
      Placement Schedules in accordance with projected Broadcast and Advertising
      Schedules. 

    


    9.3
      The
      cost of services to be provided by the Customer as per clause 9.2 above shall
      be:

    


    9.3.1
      (***) of the TV Company’s actual gross revenue which consists of (i) revenues
      collected from sales under agreements on the Political and Sponsorship
      Advertising placement; (ii) forfeits (penalties, fines) to be payable to the
      TV
      Company and other revenues outside sales revenues actually received by the
      TV
      Company under the agreements for the Political and Sponsorship Advertising
      placement; and (iii) compensation received by the TV Company in the Reporting
      Period under the agreements for the Political and Sponsorship Advertising
      placement entered into by the TV Company with Advertisers.

    


    10.
      SETTLEMENT OF DISPUTES

    


    10.1
      All
      and any disputes/differences arising out of this Agreement or in connection
      herewith shall be settled by way of negotiations between the
      Parties.

    


    10.2
      Should the Parties be unable to settle the dispute amicably, it shall be subject
      to settlement at the Kiev City Economic Court pursuant to the procedure
      envisaged by Ukrainian legislation.

    


    11.
      OTHER PROVISIONS

    


    11.1
      Based on the monthly GRP Forecast for the TV Company’s advertising packages
      (expressed in 30 second GRPs per audience as agreed by the Parties) signed
      by
      the General Director of the TV Company and presented by the TV Company for
      the
      following year, the Parties shall agree and approve a Forecast for the Cost
      of
      Advertising Services, its expected power ratio for the TV Channel, the sold
      and
      average CPP and a list of risks and key forces on the TV advertising market
      for
      the following year, not later than 10 (ten) working days from the presentation
      of the GRP Forecast (expressed in 30 second GRPs per audience as agreed by
      the
      Parties) by the TV Company. 


    
      
        
        

      

      
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    The
      Parties shall agree to enter into a discussion about monthly GRP Forecasts
      for
      the TV Company’s advertising packages (expressed in 30 second GRPs per audience
      as agreed by the Parties) and Cost of Advertising Services Forecasts, the
      expected power ratio of the TV Channel, the sold and average CPP from the
      Customer and to carry out necessary work jointly to agree a position to
      determine the Annual Budget for the following year. This process shall not
      be
      undertaken more frequently than once a year according to the following
      procedure:

    


    11.1.1
      The Forecast for each calendar year within the Effective Period shall be agreed
      and approved by the Parties by September 30 of the year preceding the forecasted
      year. However, the Forecast for 2007 shall be agreed by the Parties within
      10
      (ten) days from the day the TV Company provides the monthly GRPs for the TV
      Company’s advertising packages (expressed in 30 second GRPs per audience as
      agreed by the Parties). Such preliminary Forecast shall contain projected
      numbers for the TV Company’s monthly GRPs (expressed in 30 second GRPs per
      audience as agreed by the Parties), the TV Company’s monthly revenues, its
      planned monthly audience shares and basic characteristics of the TV Company’s
      audience.

    


    11.1.2
      The revised Forecast for each calendar year within the Effective Period shall
      be
      agreed and approved by the Parties by November 1 of the year preceding the
      forecasted year. However, the Forecast for 2007 shall be agreed by the Parties
      within 10 (ten) days from the day the TV Company provides the monthly GRPs
      for
      the TV Company’s advertising packages (expressed in 30 second GRPs per audience
      as agreed by the Parties). Such revised Forecast shall contain projected numbers
      for the TV Company’s monthly GRPs (expressed in 30 second GRPs per audience as
      agreed by the Parties), the TV Company’s monthly revenues and planned monthly
      audience shares, basic characteristics of the TV Company’s audience and the
      percentage of inaccuracy arising when calculating the indicators of the TV
      Company’s monthly revenues.

    


    11.1.3
      The Annual Budget for each calendar year within the Effective Period shall
      be
      agreed, approved and signed off by both Parties by November 15 of the year
      preceding the forecasted year. However, the Forecast for 2007 shall be agreed
      by
      the Parties within 10 (ten) days from the day the TV Company provides the
      monthly GRPs for the TV Company’s advertising packages (expressed in 30 second
      GRPs per audience as agreed by the Parties). The TV Company shall not be
      entitled to withdraw its approval of the Annual Budget without providing the
      Customer with essential social and economic reasons of such withdrawal. Any
      such
      reasons for withdrawal shall be presented by the TV Company within 1 (one)
      month
      from approval of the revised Budget. Should the Customer not be provided with
      the reasons for withdrawal, the provisions of clause 12.4.3 (ii) shall not
      apply. The Annual Budget shall be in the form stipulated in the
      Annex.

    


    11.2
      Based on the forecasted indicators for the GRPs of the TV Company’s advertising
      packages (expressed in 30 second GRPs per audience as agreed by the Parties)
      presented by the TV Company for a period of 5 (five) years (2007 - 2011
      inclusive) and signed by the General Director of the TV Company, the Customer
      shall prepare and submit to the TV Company within 3 (three) weeks from such
      presentation by the TV Company a 5 (five) year Forecast indicating an annual
      estimated target for the Cost of Placement, the expected power ratio for the
      TV
      Company, the sold and average CPP and a list of risks and key forces on the
      market for the projected period.

    


    Both
      Parties shall agree to enter into a discussion about the 5 (five) year Forecast
      for GRPs of the TV Company’s advertising packages (expressed in 30 second GRPs
      per audience as agreed by the Parties) presented by the TV Company and for
      the
      Cost of Advertising Services, the expected power ratio, the sold and average
      CPP
      presented by the Customer and carry out any necessary work jointly to agree
      a
      position in relation to the Forecast for 5 (five) years. This process shall
      not
      be undertaken more frequently than 3 (three) times per year.


    
      
        
        

      

      
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    11.3
      The
      Customer shall deliver the following analytical data to the TV Company in order
      to provide reasonable grounds for the Cost of Placement included into the Annual
      Budget, the 5 (five) year Forecast and quarterly Reforecast, as well as the
      Cost
      of Placement in the Reporting Period:

    


    -
      the GRP
      sold monthly within Prime Time slots and the total for the appropriate
      period;

    


    -
      the GRP
      sold monthly within Off-Prime Time slots and the total for the appropriate
      period; 

    


    -
      the
      monthly average CPP within Prime Time Slots and the total for the appropriate
      period; 

    


    -
      the
      monthly average CPP within Off-Prime Time slots and the total for the
      appropriate period; 

    


    -
      the GRP
      within Prime Time and Off-Prime Time;

    


    -the
      average CPP within Prime Time and Off-Prime Time.

    


    Such
      data
      shall be provided as part of each Annual Budget and Reforecast on the dates
      as
      set out in clauses 11.1 above and 11.6 below.

    


    11.4
      By
      November 15 of the year preceding the projected year, the Customer shall provide
      the TV Company with the annual Forecast on the TV Channel in respect of the
      20
      (twenty) largest Advertisers and industry categories as defined by the TV
      Company in the relevant request provided to the Customer, at least 10 (ten)
      working days before such provision by the Customer, with an indication of
      monthly forecasted receipts and volumes in such year.

    


    11.5
      The
      TV Company shall provide the Customer with the specified Forecasts for GRPs
      of
      the TV Company’s advertising packages (expressed in 30 second GRP per audience
      as agreed by the Parties) for each subsequent calendar month within the
      Effective Period by the 20th (twentieth) day of the month preceding the
      projected month and signed by the TV Company’s authorized representative.


    


    The
      projected amounts of the TV Company’s Cost of Advertising Services and GRPs for
      the TV Company’s advertising packages (expressed in 30 second GRPs) as well as
      the volume of Advertising Services in minutes, shall be agreed on a monthly
      basis between the Parties in Annexes to this Agreement. 

    


    11.6
      Reforecast. In order to support the Parties to achieve the budget indicators
      for
      the year, the Parties shall review their budgets together for the remainder
      of
      the year bearing in mind the indicators for the preceding period of the year.
      The result of this process is an agreed Reforecast which will show the actually
      achieved results and/or identify and agree the actions to be taken by both
      Parties to ensure that the Annual Budget is met. The Reforecast is to be
      documented in a letter signed and agreed by the Parties no later than the
      15th
      (fifteenth) day following the end of the preceding quarter.

    


    A
      Reforecast of the Annual Budget does not eliminate the responsibilities of
      either Party under the Annual Budget, but simply provides an updated opinion
      on
      the likely results for the year to better enable both Parties to fulfil their
      obligations under this Agreement.


    
      
        
        

      

      
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    11.7
      Both
      Parties shall meet quarterly with the aim to discuss the situation of Ukraine’s
      advertising market, possible adjustments to annual volume of GRP for the TV
      Company’s advertising packages (expressed in 30 second GRPs) and projected
      figures for the Cost of Placement. As part of this meeting the Customer shall
      provide the TV Company on a quarterly basis with a quantified analysis of
      Ukraine’s TV Advertising market. As requested by the TV Company, the Customer
      shall provide an expert opinion on the development of the advertising market
      within 2 (two) weeks upon the receipt of such a request, to confirm the
      projected Cost of Advertising Services.

    


    12.
      EFFECTIVE PERIOD AND EARLY TERMINATION OF AGREEMENT

    


    12.1
      This
      Agreement shall come into force upon its execution and in respect of its clauses
      regarding the provision of Advertising Services from 00:00:01 of January 1,
      2007
      until 23:59:59 of December 31, 2011 (“Placement Period”). However, upon
      expiration of the Placement Period the Agreement shall not expire until both
      Parties have fully performed their respective obligations assumed
      hereunder(“Effective Period”). 

    


    12.2
      Should any of the TV Company’s broadcasting licences become inoperative (due to
      expiry of their validity periods or as ruled by a court, or for any other
      reason) during the Effective Period, the provisions hereof shall remain in
      force
      for the broadcasting time slots stipulated by any other license held by the
      TV
      Company which is still effective.

    


    12.3
      The
      Parties shall start negotiations concerning the possibility, terms and
      provisions of the extension of the Effective Period 6 (six) months prior to
      the
      expiry of the Placement Period. 

    


    12.4
      This
      Agreement may be terminated early as set forth below:

    


    12.4.1
      at
      any time as agreed between the Parties;

    


    12.4.2
      as
      initiated by either Party. Should that be the case, the Party initiating the
      early termination shall send a relevant notice in writing to the other Party
      at
      least 90 (ninety) days prior to the proposed termination date. The notice should
      be sent in accordance with the provisions set out in clause 14.10 below. The
      Party initiating the termination shall be obliged to pay within 7 (seven)
      banking days of the termination date an indemnity to the other Party of an
      amount equal to (***) of the average monthly amount of the Cost of Placement
      calculated for the last (***) months and multiplied by (***). The indemnity
      shall be calculated in Ukraine’s local currency;

    


    12.4.3
      as
      initiated by the TV Company without any indemnity payment in the event
      that:

    


    (i)
      the
      Customer’s order of the TV Company’s Advertising Services account for less than
      (***) as compared to the volume of sales indicated in the Annual Budget for
      the
      current year, provided that the TV Company has performed its obligations in
      respect of GRPs for the TV Company’s advertising packages in respect of the
      agreed audience (this provision shall apply cumulatively for 6 (six) calendar
      months and/or for the entire year);

    


    (ii)
      the
      Parties fail to approve the Annual Budget for the next calendar year by November
      30 of the current year, provided the Parties comply with the provisions of
      clause 11 of this Agreement;

    


    (iii)
      the
      Customer is in breach of clause 3.2.4 hereof;

    


    (iv)
      the
      Customer is in breach of its obligation if he cannot comply with the provision
      under clause 6.2 for a period exceeding 2 (two) weeks.


    
      
        
        

      

      
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    Should
      that be the case, the TV Company shall be obliged to send a relevant notice
      in
      writing to the Customer not later than 90 (ninety) days prior to the proposed
      termination date. The notice should be sent in accordance with the provisions
      set out in clause 14.10 below. 

    


    12.4.4  as
      initiated by the Customer without an indemnity payment, in the event of the
      TV
Channel’s
      audience share accounting for (***) or less in the course of (***) consecutive
      months according to the data provided by GfK-Ukraine or any other specialized
      company as agreed by the Parties. In this regard the Customer shall send to
      the
      TV Company a termination notice at least 6 (six) months prior to December 31
      of
      any year within the Effective Period. The notice should be sent in accordance
      with the provisions set out in clause 14.10 below;

    


    12.4.5
      as
      initiated by the TV Company without any indemnity payment, in the event of
      a
      substantial change of ownership control of the Customer or if any TV station
      or
      a direct or indirect shareholder of the TV station becomes directly or
      indirectly a shareholder in the Customer. 

    


    12.4.6
      as
      initiated by the Customer without an indemnity payment, in the event that CME
      (Central European Media Enterprises Ltd) does no longer, directly or indirectly,
      control the TV Company.

    


    12.4.7
      in
      respect of clauses 12.4.5 and 12.4.6, the Parties agree:

    


    -
      on the
      date of execution of this Agreement to provide each other with complete and
      accurate information about the shareholders (including individuals who are
      ultimate owners) and further to inform each other about any changes of
      shareholders;

    


    -
      that
      the initiating Party shall send the relevant notice in writing not later than
      120 (one hundred and twenty) days prior to the proposed termination date. The
      notice should be sent in accordance with the provisions set out in clause 14.10
      below.

    


    12.5
      A
      drastic change in macroeconomic indices shall not be deemed as grounds for
      early
      termination of this Agreement by the Parties. Should that be the case, the
      Parties shall first try to actively reconsider the provisions hereof and
      introduce relevant changes. 

    


    12.6
      In
      the event that the rendering of Advertising Services in connection with the
      Advertising placement to the Customer’s client/Advertiser is not completed as of
      this Agreement’s early termination date under clause 12.4. above, the Parties’
obligations shall terminate from the date of completion of the Advertising
      Services as well as upon full and complete payment settlement between the
      Parties in connection with the payment for the TV Company’s Advertising Services
      as provided in this Agreement.

    


    13.
      CONFIDENTIALITY 

    


    13.1
      The
      content of this Agreement and any other documents related and/or provided under
      this Agreement (hereinafter “Confidential Information”) can be disclosed by a
      Party only with prior consent in writing from the other Party.

    


    13.2
      Notwithstanding the provision of clause 13.1 each Party shall have the right
      to
      disclose Confidential Information without prior consent of the other Party,
      however, with mandatory prompt notification of the other Party of such
      disclosure in the following circumstances:


    
      
        
        

      

      
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    13.2.3
      if
      disclosure of Confidential Information occurs in connection with requirements
      of
      applicable legislation or requirements of legislative, executive or judicial
      bodies;

    


    13.2.4
      if
      such information is disclosed to consultants or attorneys of the Party,
      financial and auditing companies, partners and counterparties or insurance
      agents to perform their obligations under this Agreement and provided that
      they
      shall keep information received confidential. For the purposes of the
      confidentiality clause any experts and companies invited by either Party shall
      be deemed its employees and the Party in question shall assume responsibility
      for them in the same way as for its own employees.

    


    13.3
      Upon
      this Agreement’s termination for any reason, including expiry of its Effective
      Period, either Party hereby agrees to refrain from further use and return to
      the
      other Party all and any originals (whether complete or in parts) or copies
      of
      the Confidential Information which have been received from such Party.


    


    13.4
      This
      confidentiality clause shall be valid for 12 (twelve) months upon this
      Agreement’s termination for any reason.

    


    14.
      FINAL PROVISIONS

    


    14.1
      This
      Agreement is made in 2 (two) copies in both English and Russian, one for each
      Party, with the same legal effect. In
      the
      event of any difference between the English and the Russian texts of this
      Agreement, the Russian text of this Agreement shall always prevail.

    


    14.2
      Upon
      this Agreement’s effective date all previous negotiations and correspondence of
      the Parties on the issues regulated herein shall become null and
      void.

    


    14.3
      Amendments as well as Annexes hereto shall be legally valid and deemed an
      inseparable part hereof if they are put in writing and signed by duly authorized
      representatives of the Parties.

    


    14.4
      Neither Party shall be entitled to assign its respective rights and obligations
      hereunder to any third party without the consent in writing from the other
      Party
      unless otherwise expressly provided for herein. Such consent shall not be
      unreasonably withheld.

    


    14.5
      Unilateral refusal to perform its respective obligations as well as unilateral
      amendments to the provisions hereof shall not be allowed unless otherwise
      expressly provided for herein.

    


    14.6.
      In
      the event of any differences arising between the numbers designated in figures
      and the numbers spelled in letters, preference shall be given to those
      spelled.

    


    14.7
      Situations that are not stipulated herein shall be regulated by Ukrainian
      legislation. 

    


    14.8
      The
      headings of this Agreement are for convenience only and shall not affect the
      Agreement’s interpretation.

    


    14.9
      The
      Parties are obliged to fully and immediately inform each other of any changes
      in
      their respective legal structure, addresses, bank details,
      etc..


    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    


    14.10
      The
      Parties shall send notices and requests to each other concerning the provisions
      hereof and performance thereof to the agreed addresses, fax and phone numbers,
      by courier mail while duplicating it by fax. Notices/ requests shall be deemed
      delivered:

    


    -
      on the
      delivery day - if delivered by courier with appropriate receipt;

    -
      on the
      day of dispatch - if sent by fax during regular working hours with appropriate
      confirmation of successful transmission to a fax number previously agreed
      between the Parties. 

    


    14.
      ADDRESSES AND BANK DETAILS

    


    
      	
              TV
                Company

            	 	
              Customer

            
	
              Limited
                Liability Company “Broadcasting Company “Studio 1+1”

               

              01001,
                Kyiv, Kreschatik, 7/11

            	 	
              Limited
                Liability Company “VIDEO INTERNATIONAL-PRIORITET”

               

              01015,
                Kyiv, Leyptsigskaya St, 15

            


    

     

    
      	 
 	
              Yu.
                Z. Morozov

            	 	
               

            	
              V.
                Yu. Bulavin

            


    

     

     

    19