Exhibit
10.50

Limited Liability Company
‘‘Promyshlenno-finansovaya
kompania’’
(LESSOR)

and


ZAO
‘‘CTC
NETWORK’’


(LESSEE)


PRELIMINARY
CONTRACT ON CONCLUSION OF AGREEMENTS
#

City
of Moscow

1









TABLE OF
CONTENTS






										
	1.			Terms
and
Definitions					3	







	2.			Subject-Matter
of Contract and Term of
Contract					3	







	3.			The
Lessor’s
Obligations					4	







	4.			The
Lessee’s
Obligations					6	







	5.			Coordination
Procedure for the Working Project and Conduction of the Lessee’s
Works					7	







	6.			Insurance					8	







	7.			Execution
of the Lease Agreement and the Parking
Agreement					9	







	8.			Security
Deposit					12	







	9.			VAT					13	







	10.			Refusal
of Contract Execution. Liability of the
Parties					13	







	11.			Procedure
of Dispute
Resolution					15	







	12.			Confidential
Information					15	







	13.			Notices					16	







	14.			Other
Provisions					16	







	15.			Legal
Addresses, Bank Requisites and Signatures of the
Parties					17	







	











										
	Schedule
No.
1			DEFINITIONS					18	







	Schedule
No. 2			FLOOR PLANS OF THE
PREMISES					20	







	Schedule No.
3			DESCRIPTION OF THE PREMISES AND OF THE BUILDING AT THE MOMENT
WHEN THE PREMISES ARE ‘‘READY FOR
FINISHING’’					28	







	Schedule
No. 4			REQUIREMENTS TO THE BUILDING AND THE PREMISES AT THE
BUILDING START-UP DATE IN ACCORDANCE WITH PARAGRAPH 3.7 HEREOF					30	







	Schedule No. 5			FORM OF THE
ACT OF ACCESS					42	







	Schedule No.
6			LIST OF SERVICES NECESSARY FOR CONDUCTION OF THE
LESSEE’S WORKS IN THE
PREMISES					43	







	Schedule No.
7			LEASE AGREEMENT
DRAFT					45	







	Schedule No.
8			COMPOSITION OF THE WORKING
PROJECT					46	







	






2









PRELIMINARY CONTRACT ON CONCLUSION OF
AGREEMENTS

THE PRESENT PRELIMINARY CONTRACT ON CONCLUSION OF
AGREEMENTS (hereinafter referred to as the
‘‘Contract’’) is executed in
Moscow, Russian Federation on November         , 2006
between:

Limited Liability Company
‘‘Promyshlenno-finansovaya kompania’’
(hereinafter referred to as the
‘‘Lessor’’), a legal entity
organized and existing under the laws of the Russian Federation,
certificate Series 77 # 000662507 of state registration under No.
1027731004861, issued on October  15,  2002 by the Ministry
on taxes and levies of the Russian Federation, located at 23, Osenny
Boulevard, Moscow, represented by the General Director, Mr.
Rasskazov  Nikolay  Nikolaevitch, acting on the basis of
the Charter, on the one hand, and

Closed joint-stock
company ‘‘CTC Network’’ (hereinafter
referred to as the
‘‘Lessee’’), a legal entity
organized and existing under the laws of the Russian Federation,
certificate Series 77 # 004890113 of state registration under No.
1027700151852, issued on August  23,  2002 by the Ministry
on taxes and levies of the Russian Federation, located at 12,
3rd Khoroshevskaya ul., Moscow, represented by Mr.
Alezandr  Efimovich  Rodnyansky, acting on the basis of the
Charter, on the other hand,

(hereinafter the Lessor and
the Lessee can be separately referred to as the
‘‘Party’’ and jointly
— as the
‘‘Parties’’).

Hereby
the Parties have agreed as follows:

		
	1. 	Terms and
Definitions


		
	1.1. 	Definitions of the
terms used in the present Contract are contained in Schedule 1 hereto
or in the texts of the Lease Agreement and Parking Agreement.


		
	1.2. 	Unless otherwise provided in the
text hereof, in the present Contract:


			
		1.2.1. 	references to numbers of
articles, sections, paragraphs and schedules shall mean references to
the corresponding articles, sections, paragraphs and schedules
hereof;


			
		1.2.2. 	an obligation of a
Party not to commit an action or not to omit an action shall include
the obligation to prevent any third parties from such actions or
omission of such actions;


			
		1.2.3. 	numeration, titles of the
articles, sections, paragraphs and schedules hereof are used
exclusively for convenience and do not affect interpretation of such
articles, sections, paragraphs and schedules;


			
		1.2.4. 	unless otherwise is provided for
in the present Contract, a ‘‘day’’ shall
mean a calendar day.


		
	2. 	Subject-Matter of Contract and Term
of Contract


		
	2.1. 	The Parties have
concluded the present Contract relying on the following:


			
		2.1.1. 	The Lessor is the investor of
construction of the Building according to the Investment Contract with
OOO ‘‘Rybstroyinvest’’ (hereinafter
— the
‘‘Developer’’).


			
		2.1.2. 	The Developer constructs the
Building on the basis of the Resolution of the Government of Moscow No.
372-ПП ‘‘On projection and construction of
a multifunctional complex with an office part and parking at Krylatskye
Holmy in front of vladenie 1-3 (western administrative
district)’’ dated May  20,  2003, the
Agreement on Lease of the Land Plot and the Construction
Authorization.


			
		2.1.3. 	ZAO
‘‘MonolitKapitalStroy’’ is the General
Contractor of the construction of the Building.


			
		2.1.4. 	In accordance with
the provisions of the Investment Contract, the Building shall be put
into service not later than December  30,  2007 and after
this date the ownership right to the Building and all its premises,
including the Premises, shall be registered in the Lessor’s
name.


			
		2.1.5. 	Upon termination of
construction, the Building shall serve as a high-class business center.



3









			
		 	


		
	2.2. 	Subject
to terms and conditions agreed by the Parties and specified in Article
7, the Lessor and the Lessee shall conclude the Lease Agreement
according to which the Lessor will grant the Lessee, subject to
payment, for temporary holding and use, and the Lessee will accept for
such use non-residential premises located on 13 (thirteen) floors from
14 to 25 floors inclusive excluding a part of the 20th
floor, and marked with green color on the floor plans contained in
Schedule 2 hereto (hereinafter — the
‘‘Premises’’). The Parties
confirm that the above information on the Premises allows to determine
with certainty the property to be transferred to the Lessee as the
lease object under the Lease Agreement.


		
	2.3. 	Total construction area of the
Premises shall constitute approximately 11,568 (eleven thousand five
hundred and sixty eight) square meters. Upon termination of the
construction of the Building the area of the Premises will be adjusted
in accordance with the data of
BTI
*, and on the basis of these data the Leased Area of the Premises,
Rent, Payments for Utility and Maintenance Services shall be calculated
for the purposes of the Lease Agreement. Simultaneously with signing of
the Lease Agreement the Parties shall conclude the Parking Agreement.
The Parties shall agree on provisions of the Parking Agreement after
execution hereof and shall execute it as an additional agreement hereto
not later than February  1,  2007. For this purpose the
Parties shall cooperate. The maximum number of parking places to be
provided by the Lessor to the Lessee under the Parking Agreement shall
be 167 (one hundred and sixty seven) places (hereinafter — the
‘‘Maximum Number of Places’’), which shall
constitute an essential term of the Parking Agreement.


The exact price of the Lessor’s services under the
Parking Agreement shall be determined after the Lessee has decided on
the exact number of parking places consisting of fixed and non-fixed
parking places, whereby:

			
		2.3.1. 	the
Lessee may use not more than 47 (forty seven) places, for use of which
250 (two hundred fifty) Conventional Units per month for each fixed
place of the Lessee on the 2nd floor of the Building will be
charged;


			
		2.3.2. 	the Lessee may use
not more than the Maximum Number of Places for 225 (two hundred twenty
five) Conventional Units per month for each non-fixed place of the
Lessee on the 3rd and 4th floors of
the underground parking of the Building.


Therefore the
sum of places stipulated in paragrpaphs 2.3.1. and 2.3.2. shall not
exceed the Maximum Number of Places.

		
	2.4. 	The Parties also agree to fulfill
with respect to each other certain additional obligations expressly
provided for in the present Contract.


		
	2.5. 	The present Contract shall come into
force upon its execution by the Parties and shall continue in force
till July  1,  2010 (hereinafter — the
‘‘Term of the Contract’’).
The present Contract may be terminated before expiration of the Term of
the Contract on the grounds provided for in the present Contract or by
the effective laws. Hereby the Parties agree that execution of the
Lease Agreement and the Parking Agreement by the Parties shall mean due
performance thereof by the Parties with respect to fulfillment of the
obligations specified in paragraphs 2.2., 2.3. and 7.3. of the Contract
and shall result in termination thereof with respect to such
obligations, whereby certain separate obligations of the Parties
expressly provided for in the present Contract may continue to exist
after execution of the Lease Agreement and Parking Agreement by the
Parties.


		
	3. 	The Lessor’s
Obligations


The Lessor shall be obliged to:

		
	3.1. 	comply with all obligations of the
investor under the Investment Contract. The Lessor shall promptly
notify the Lessee of all cases of breaches of the Investment Contract
by any of its parties, if in the Lessor’s reasonable opinion
such breach may impede due termination of construction of the Building,
putting of the Building in service, registration of the Lessor’s
ownership right to the 


	


		
	*	BTI
— Technical Inventory Bureau (translator’s
note)


4









		
	 	
Building or to the Premises or fulfillment of
the Lessor’s obligation hereunder. The Lessor shall promptly
notify the Lessee of termination of the Investment Contract before
putting the Building in service and of all amendments, additions and
modifications of the Investment Contract. The Lessor shall provide the
Lessee with the effective edition of the Investment Contract at any
time throughout the Term of the Contract within 24 hours after receipt
of the corresponding written request from the Lessor.


		
	3.2. 	the Lessor shall promptly notify the
Lessee of all other events which in the Lessor’s reasonable
opinion may impede due termination of construction of the Building,
putting of the Building in service, registration of the Lessor’s
ownership right to the Building or to the Premises or fulfillment of
the Lessor’s obligation under the Contract. In particular, such
events include: suspension or annulment of the Construction
Authorization; annulment of the positive decision of the state
commission of experts with respect to the construction project of the
Building entirely or in any part thereof; suspension or annulment
(withdrawal) of the license of the Developer, general contractor of
construction of the Building; early termination of the Agreement on the
Lease of the Land Plot on which the Building is to be constructed.


		
	3.3. 	provide all authorizations for
conduction of corresponding works in accordance with the effective laws
permitting construction of the Building without any interruptions
throughout the period of time starting on the day of execution hereof
and ending on the date of the document permitting putting of the
Building in service in accordance with the requirements of the
effective laws.


		
	3.4. 	not later than
June  30,  2007 notify the Lessee in writing of the exact
date of provision to the Lessee of access to the Premises in condition
‘‘ready for finishing’’ for conduction of
the Lessee’s Works. 


		
	3.5. 	not
later than December  31,  2007 provide the Lessee with
access to the Premises in condition ‘‘ready for
finishing’’ for beginning of conduction of the
Lessee’s works. Detailed requirements to condition of the
Premises and the Building at the moment of readiness of the Premises
‘‘for finishing’’ are contained in Schedule
3 hereto. Hereby the Parties agree that at the moment of provision to
the Lessee of the access to the Premises they shall correspond to the
description contained in Schedule 3 hereto, except for paragraphs 3,
5.1.2 and 5.7 (hereinafter — the
‘‘Requirements on the Access
Date’’). The Lessor’s fulfillment of the
obligation to provide the Premises in condition corresponding to the
Requirements on the Access Date shall be confirmed by signing by the
Parties of an Act of Access which shall contain (1) description of the
actual condition of the Premises at the moment of provision of the
right of access to the Lessee; (2) all defects of the Building and the
Premises discovered during inspection and the agreed terms of their
elimination by the Lessor, and (3) requirements to condition of the
Building and the Premises which are not included into the Requirements
at the Access Date, but are contained in Schedule 3 and the terms for
compliance with such requirements by the Lessor. The Lessor shall
eliminate all defects of the Building and the Premises discovered
during such inspection in terms agreed by the Parties and specified in
the Act of Access and comply with all requirements to the Building and
the Premises not included in the Requirements on the Access Date and
contained in Schedule 3. Upon execution of the Act of Access by the
Parties the Lessor shall provide the Lessee’s authorized
representatives with access to the Premises for conduction of the
Lessee’s Works 24 hours a day and 7 days a week throughout the
period of time necessary for conduction of the Lessee’s
Works.


		
	3.6. 	not later than
January  31,  2008 notify the Lessee in writing of an
approximate date of putting of the Building into service upon
termination of its construction.


		
	3.7. 	in any case not later than
June  30,  2008 ensure putting of the Building into service
upon termination of its construction in accordance with all
requirements of the effective laws. Hereby the Parties agree that at
the moment of putting of the Building into service the Building and the
Premises shall comply with all requirements contained in Schedule 4
hereto. If for purposes of putting the Building into service is
necessary to change the Lessee’s Works already executed in
conformity with the Working Project approved by the Lessor in
accordance with the provisions of Article 5 hereof, the Lessor shall
conduct all necessary works at its own cost with engagement of the
contractor approved by the Lessee.


5









		
	3.8. 	not later
than October  31,  2008 provide registration of the
Lessor’s ownership right to the Building including the Premises
and deliver a notice of it together with a copy of the Ownership
Certificate to the Lessor.


		
	3.9. 	not to
enter in any transaction with any third parties with respect to the
Premises, including not to dispose of, assign or encumber in any other
way its rights to the Building entirely or in any part arising from the
Investment Contract, except for conclusion of agreements similar to the
present Contract with respect to premises in the Building other than
the Premises and pledge of the rights from the Investment Contract
and/or mortgage of the Building, and subject to a prompt written notice
of all such transactions to the Lessee; not to change or amend the
Investment Contract without first obtaining a written consent of the
Lessee if such changes or amendments of the Investment Contract may
result in any breach of the Lessor’ obligations hereunder. In
case of pledge of the rights from the Investment Contract and/or
mortgage of the Building, the Lessor shall obtain a written consent of
the mortgagee to enter into the Lease Agreement on terms, specified in
Schedule 7 hereto, before signing the corresponding mortgage or pledge
agreement and provide the Lessee with a notarized copy of such
mortgagee’s consent to the terms of the Lease Agreement.



		
	3.10. 	promptly notify the Lessor in
writing of the following changes in composition of the Lessor’s
shareholders: change in composition of the direct shareholders of the
Lessor existing on the date of execution of the present Contract
provided that such change of shareholders results in redistribution of
30% (thirty percent) or more of the shareholdings in the charter
capital of the Lessor, and redistribution of the shareholdings in the
charter capital of the Lessor among its shareholders provided that such
redistribution regards 30% (thirty percent) or more of the
shareholdings in the Lessor’s charter capital, and change of
beneficial owners of legal entities who are shareholders of the Lessor
on the date of execution of the present Contract regardless of whether
such changes took place as result of one or more transactions, —
throughout the Term of the present Contract.


		
	3.11. 	submit in writing for the
Lessee’s approval all changes in the construction project of the
Building which may result in modification of constructional
characteristics of the Building and the Premises agreed by the Parties
and contained in Schedule 4 hereto.


		
	4. 	The
Lessee’s Obligations


The Lessee shall be obliged
to:

		
	4.1. 	not later than
December  31,  2007 provide the Lessee with a certified
copy of the contractor’s agreement concluded by the Lessee for
conduction of the Lessee’s Works.


		
	4.2. 	within 6 calendar month after
signing the Act of Access ensure at its own cost completion of all the
Lessee’s Works in the Premises in accordance with the Working
Project. All expenses of the Lessee for drafting and approval of the
Working Project and conduction of the Lessee’s Works shall be
accounted for by the Lessee; the Lessee shall have the ownership right
to all results of the Lessee’s Works until those results of the
Lessee’s Works which are considered Inseparable Improvements in
accordance with provisions of the present Contract or the Lease
Agreement are transferred to the Lessor.


		
	4.3. 	Upon termination of the
Lessee’ Works in the Premises by the Lessee and putting of the
Building into service in accordance with provisions of paragraph 3.7
hereof the Parties may sign a Report on Advance Payments from the date
of which the Lessee shall be obliged to make monthly advance payments
on account of the Rent, due in accordance with the Lease Agreement for
the first year of the Lease Term, and Payments for Utility and
Maintenance Services as follows:


			
		4.3.1. 	Advance monthly payments of the
Rent for the first year of the Lease Term shall be made in Rubles in
amount equal to  1/12 (one twelfth) of the product of
617.76 (six hundred seventeen point seventy six) Conventional Units for
the area of the Premises in square meters determined on the basis of
the Lessee’s Working Project;


6









			
		4.3.2. 	Advance
monthly payments of the Payments for Utility and Maintenance Services
shall be in amount equal to  1/12 (one twelfth) of the
product of 2,754 (two thousand seven hundred fifty four) Rubles for the
area of the Premises in square meters determined on the basis of the
Lessee’s Working Project.


Advance payments
provided for in paragraphs 4.3.1 and 4.3.2 shall be made in equal
advance monthly payments not later than the 5th day of the
paid calendar month, and such monthly payments shall be increased for
the rate of the applied VAT. For calculation of payments for a period
less than one calendar month, it shall be deemed that any month is
equal to 30 (thirty) days. Such payment shall be made throughout the
term beginning on the date of execution of the Report on Advance
Payments and ending on the date of execution of the Lease Term and
Transfer Act. If the Parties sign such Report on Advance Payments, the
Parties agree that Schedule 7 hereto containing the terms of the Lease
Agreement agreed by the Parties shall be amended so that the Rent and
the Payments for Utility and Maintenance Services for the first year of
the Lease Term shall be recalculated under consideration of the
corresponding advance payments adjusted in accordance with the Leased
Area and paid by the Lessee in accordance with this paragraph 4.3, and
such advance payments shall be set off in equal amounts with the
Lessee’s obligation to pay the Rent and for Utility and
Maintenance Services during the first year of the Lease Term.

		
	4.4. 	From the date of the Report on
Advance Payments till the date of the Transfer Act the Lessee shall be
also obliged to compensate to the Lessor on a monthly basis the charges
for electricity actually consummated in the Premises, and such
electricity charges shall be calculated on the basis of the actual
reading of the meters installed by and at the Lessor’s cost in
the place agreed by the Parties after submission of the Working Project
by the Lessee to the Lessor, and on the basis of the rates of the
Moscow Utility Service being the electricity supplier for the Building
(hereinafter — ‘‘Compensation of Electricity
Charges’’). The Lessee shall pay the Compensation of
Electricity Charges on a monthly basis in accordance with the actual
costs for the past month within 10 (ten) Business Days after receipt of
a duly executed invoice from the Lessor. The Lessee shall have the
right to demand from the Lessor presentation of documents relating to
calculation of the Compensation of Electricity Charges indicated in the
invoice received by the Lessor from the Moscow Utility Service being
the electricity supplier for the Building and the document confirming
the payment of such invoice by the Lessor.


		
	4.5. 	If the Parties decide not to execute
a Report on Advance Payments, the Lessee shall not be obliged to make
any payments upon termination of the Lessee’s Works in the
Premises.


		
	5. 	Coordination Procedure for the
Working Project and Conduction of the Lessee’s
Works


		
	5.1. 	Not later than
February  1,  2007 the Lessee shall submit to the Lessor a
final project for conduction of the Lessee’s Works in the
Premises together with other documents specified in Schedule 8 hereto
(hereinafter — the ‘‘Working
Project’’), and the Parties agree that the Lessee
shall have the right to change insignificantly the Working Project
during the period beginning on February  1,  2007 and
ending on June  15,  2007. For purposes of this paragraph
5.1 ‘‘insignificant changes’’ shall mean
such changes which (a) do not involve any changes of the construction
project of the Building, and (b) do not involve any
additional approvals of the State Authorities with respect to the
construction project of the Building. After June  15,  2007
no changes of the Working Project shall be allowed and the Lessor shall
not take them into consideration. The Lessor shall at its own cost and
by its own means make all necessary changes in the construction project
of the Building and receive all necessary approval and authorizations
from the State Authorities, so that the Lessee could begin the
Lessee’s Works not later than the date of signing by the Parties
of the Act of Access and could conduct the Lessee’s Works in
accordance with the Working Project.


7









		
	5.2. 	For purposes
of preparation of the Working Project the Parties shall cooperate with
each other in bona fide, duly provide each other with all required
information and documents relating to construction of the Building and
its supply systems. If the Lessee provides the Lessor not later than
December  30,  2006 with a requirements specification on
re-project and re-equipment of the emergency power-supply system of the
Building based on the Lessee’s necessities, the Parties shall
execute an additional agreement hereto where they will determine the
rights and obligations of the Parties with respect to execution by the
Lessor of such re-project and re-equipment of the emergency
power-supply system of the Building and compensation by the Lessee all
document supported expenses of the Lessor.


		
	5.3. 	Not later than March  1,
2007 the Lessor shall notify the Lessee in writing of the
Lessor’s approval of the Working Project and the changes of the
construction project of the Building corresponding to the Working
Project, so that the Lessee could have the possibility to begin the
Lessee’s Works not later than the date of signing by the Parties
of the Act of Access. If the Lessee fulfills the obligation provided
for above in paragraph 5.1 after February  1,  2007, the
date of fulfillment by the Lessor of the obligation provided for in
this paragraph 5.3 shall be postponed for the period of the
Lessee’s delay in fulfilling the obligation provided for in
paragraph 5.1.


		
	5.4. 	Within 6 (six)
calendar months beginning from the date of signing of the Act of Access
till termination by the Lessee of the Lessee’s Works, the Lessor
shall provide the Services to the Premises, so that the Lessee could
conduct the Lessee’s Works, and provisions of such Services in
the Premises shall comply with the terms contained in Schedule 6
hereto.


		
	5.5. 	The Lessee shall
compensate the Lessor expenses incurred by the Lessor in connection
with fulfillment of its obligations provided for in paragraph 5.4 on
the amount of 1 275 (one thousand two hundred seventy five)
Rubles for 1 (one) square meter of the area of the Premises,
established on the basis of the Lessee’s Working Project, per
annum. The Lessee shall compensate the Lessor’s expenses in
accordance with this paragraph by equal monthly advance payments not
later than the 5th day of the paid month on the basis of the
invoices duly issued by the Lessor and delivered to the Lessee not
later than the 1st day of the paid month, and monthly
payments for a complete month shall be equal to 1/12 (one twelfth) of
product of 1 275 (one thousand two hundred seventy five) Rubles
and the area of the Premises established on the basis of the
Lessee’s Working Project; payments for a period which is not a
complete calendar month shall be effectuated on the basis of the number
of days in the paid month.


		
	6. 	Insurance


		
	6.1. 	The
Lessee shall ensure that the contractor conducting the Lessee’s
Works has a contract on insurance of its civil liability against
damages caused to life and/or property of third parties within limits
of full recovery costs of the damaged property.


		
	6.2. 	The Lessee shall insure at its own
cost its civil liability in cases of any damage caused to life and/or
health with the liability limit not less than 1 000 000
(one million) US dollars and any damage caused to property of third
parties with the liability limit not less than 200 000 (two
hundred thousand) US dollars which may arise as result of the
Lessee’s possession of the results of the Lessee’s Works
including all Separable and Inseparable Improvements as defined in the
Lease Agreement, upon termination of the Lessee’s Works and
signing by the Parties of the Report on Advance Payments.


		
	6.3. 	Upon termination of the
Lessee’s Works the Lessee shall insure the Lessee’s
finishing in the Premises including all effectuated Separable and
Inseparable Improvements from all kinds of risks of damage or
destruction.


		
	6.4. 	Hereby the Parties
agree that insurance agreements provided for in paragraphs 6.2 and 6.3
of this Article 6 (hereinafter — the
‘‘Insurance Agreements’’)
shall cover ‘‘all risks’’ usually insured
with respect to similar objects. At the Lessor’s first written
request the Lessee shall provide the Lessor with a notarized copy of
the insurance contract (insurance police) concluded with an insurance
company and confirming the Lessee’s compliance with its
obligation specified in paragraphs 6.2 and 


8









		
	 	
6.3 within 15 (fifteen) business days upon
receipt of the Lessor’s request, but not earlier than the
beginning of the Lessee’s Works. The Lessee shall not act or
fail to act, so that any of the Insurance Agreements specified in this
paragraph (insurance polices) will become invalid or that insurance
premiums will be increased. The Lessee shall comply in all material
aspects with the provisions of the Insurance Agreements and with all
reasonable requirements of the insurance companies including
requirements to pay any increase of the insurance contribution, and the
Lessee shall inform the Lessor of occurrence of any insurance event
covered by the Insurance Agreement and of any other events of which
insurance companies shall be notified.


		
	6.5. 	Insurance compensation paid to the
Lessee shall be immediately used by the Lessee to restore the finishing
of the Premises or in corresponding cases to compensate damages caused
to the Lessor or to the third parties as result of occurrence of an
insurance event.


		
	6.6. 	The Lessor shall
ensure that all contractors conducting construction of the Building
and/or internal finishing works in its separate premises and parts have
insured their civil liability for damage caused to life and/or health
and/or property of third parties within limits of full recovery costs
of the damaged property, and shall include such requirement in all
agreements according to which third parties by their own means and by
using the contractors have the right to conduct any construction or
finishing works in the Building.


		
	6.7. 	The Lessor shall provide at its own
cost immediately after putting the Building into service as it is
provided in paragraph 3.7 hereof and maintain throughout the Term of
the present Contract insurance for damages to the Building for the full
recovery cost of the Building and insurance of the Lessor’s
civil liability to the Lessee and third parties with the limit of civil
liability for damages caused to life and/or health not less than
1 000 000 (one million) US dollar and with the limit of
civil liability for damages caused to the third parties property not
less than 200 000 (two hundred thousand) US dollars. The Parties
agree that insurance agreements provided for in this paragraph shall
cover ‘‘all risks’’ usually insured with
respect to similar objects.


		
	6.8. 	At
the Lessee’s first written request, the Lessor shall provide the
Lessee a notarized copy of the insurance agreement (insurance police)
with the insurance company confirming the Lessor’s compliance
with the provisions of paragraph 6.7 not later than 15 (fifteen)
business days after receipt of the corresponding request. The Lessor
shall not act or fail to act, so that any of the insurance agreements
specified in this paragraph (insurance polices) will become invalid or
that insurance premiums will be increased. The Lessor shall comply in
all material aspects with the provisions of such insurance agreements
and with all reasonable requirements of the insurance companies.


		
	6.9. 	If the Building or any part of the
Building is damaged or destructed as result of the events against which
the Lessor is obliged to conclude insurance agreements in accordance
with paragraph 6.7 hereof, the Lessor shall restore those parts of the
Building which were damaged or destructed within a reasonable time.


		
	6.10. 	With reference to insurance provided
for in paragraphs 6.2, 6.3 and 6.7 the Parties agree to conclude
insurance agreements provided for in this Article 6 with an insurance
company chosen by the Lessee or, if the Lessor does not agree to
conclude an insurance contract with the insurance company chosen by the
Lessee, the Parties agree that insurance agreements provided for in
paragraphs 6.2, 6.3 and 6.7 hereof shall be concluded by the Parties
with the condition that the insurance companies waive their rights to
take recourse actions against the wrongdoers.


		
	7. 	Execution of the Lease Agreement and the
Parking Agreement


		
	7.1. 	The wording of
the Lease Agreement agreed by the Parties and attached hereto shall
constitute an integral part hereof. The wording of the Lease Agreement
may be changed only by a written agreement of the Parties. Whereby the
Parties agree that:


			
		7.1.1. 	prior to
signing of the Lease Agreement by the Parties, the following
amendments, additions and corrections shall be made, and this list of
amendments, additions and corrections shall be
comprehensive:


9









			
		i. 	on the
title-page it shall be necessary to indicate the number of the
Agreement on Lease of Premises and the exact address of the Building in
which the Premises are leased;


			
		ii. 	on page 1 in the first line it shall
be necessary to indicate the number of the Lease Agreement and the
execution date of the Lease Agreement;


			
		iii. 	on page 1 in paragraph (1) it shall
be necessary to indicate the number of the certificate of state
registration of a legal entity issued to the Lessor, the date of issue,
the Lessor’s actual address, name and surname of the signatory
of the Lease Agreement in the name of the Lessor and the details of the
document on the basis of which this person acts;


			
		iv. 	on page 1 in paragraph (2) it shall
be necessary to indicate the number of the certificate of state
registration of a legal entity issued to the Lessee, the date of issue,
the Lessee’s actual address, name and surname of the signatory
of the Lease Agreement in the name of the Lessee and the details of the
document on the basis of which this person acts;


			
		v. 	in paragraph (A) of the introduction
it shall be necessary to indicate the exact address of the Building and
its area according to the Ownership
Certificate;


			
		vi. 	in paragraph 1.1 it
shall be necessary to fill in the table cells in correspondence with
the column titles according to the BTI documents of the Premises and
specify the Leased Area of the Premises;


			
		vii. 	in paragraph 1.4 it shall be
necessary to indicate details of the Ownership Certificate;


			
		viii. 	in paragraph 1.5 it shall be
necessary to indicate details of the mortgage agreement and information
about the Mortgagee if the Building is mortgaged under the terms of the
present Contract and the Lease Agreement;


			
		ix. 	in paragraph 4.4 it shall be
necessary to indicate the amount of the First Lease Payment in
Conventional Units calculated in accordance with the provisions of Part
I of Schedule 4 to the Lease Agreement and subject to the provisions of
paragraph 4.6 of the Lease Agreement;


			
		x. 	in paragraph 4.17 it shall be
necessary to indicate the place of installation of electricity supply
meters to calculate the electricity consummated in the Premises;


			
		xi. 	in paragraph 5.2 it shall be
necessary to indicate the execution date hereof;


			
		xii. 	in paragraph 20.1 it shall be
necessary to indicate the Lessor’s and the Lessee’s the
contact information;


			
		xiii. 	in
paragraph 22 it shall be necessary to indicate the details of the
Parties and of their signatories;


			
		xiv. 	in paragraph 1 of Schedule 2 it
shall be necessary to indicate the date in the definition of the
‘‘Date of Lease Beginning’’;


			
		xv. 	in paragraph 1 of Schedule 2 it
shall be necessary to indicate the address and the area of the Building
in the definition of the
‘‘Building’’;


			
		xvi. 	in
paragraph 1 of Schedule 2 it shall be necessary to indicate the address
of the land plot in the definition of the
‘‘Territory’’;


			
		xvii. 	in Part I of Schedule 4 it shall
be necessary to indicate in numbers and words the Leased Area of the
Premises in the definition of ‘‘S’’ used in
formulas;


			
		xviii. 	in Part II of
Schedule 4 it shall be necessary to indicate in numbers and words the
Leased Area of the Premises in the definition of
‘‘S’’ used in formulas;


			
		xix. 	in Schedule 6 to the Contract it
shall be necessary to indicate the Contract number and its execution
date;


10









			
		xx. 	in
paragraph (1) of Schedule 6 of the Lease Agreement it shall be
necessary to indicate the number of the certificate of state
registration of a legal entity issued to the Lessor, the date of its
issue, the Lessor’s actual address, name and surname of the
signatory of the Transfer Act in the name of the Lessor and the details
of the document on the basis of which this person acts;


			
		xxi. 	in paragraph (2) of Schedule 6 to
the Lease Agreement it shall be necessary to indicate the number of the
certificate of state registration of a legal entity issued to the
Lessee, the date of issue, the Lessee’s actual address, name and
surname of the signatory of the Lease Agreement in the name of the
Lessee and the details of the document on the basis of which this
person acts;


			
		xxii. 	in paragraph 1 of
Schedule 6 to the Lease Agreement it shall be necessary to fill in the
table cells in correspondence to the column titles according to the BTI
documents of the Premises and specify in numbers and in words the
Leased Area of the Premises;


			
		xxiii. 	in paragraph 3 of Schedule 6 to
the Lease Agreement it shall be necessary to indicated the execution
date of the Act of Access and the execution date hereof;


			
		7.1.2. 	from the date of the Lease
beginning under the Lease Agreement and till termination of the Lease
Term the Parties’ relationships shall be governed by the Lease
Agreement.


		
	7.2. 	Within 7 (seven) days
after state registration of the Lessor’s ownership right to the
Building the Lessor shall notify the Lessee thereof in writing and
attach to such notice a copy of the Ownership Certificate and the text
of the Lease Agreement, executed in accordance with paragraph 7.1, and
the Parking Agreement. The Parties agree that the Ownership Certificate
shall comply with the following requirements:


			
		(1) 	the line
‘‘Rightholder’’ shall contain the
Lessor’s full name;


			
		(2) 	the
line ‘‘Object of Right’’ shall contain
information on a non-residential building, the short description of
which shall correspond to the description of the Building contained in
Schedule 4 hereto in extent provided for by the effective laws;


			
		(3) 	the line ‘‘Existing
Restrictions (Encumbrances) of the Right’’ shall not
contain any entry of registered encumbrances other than those on which
the Lessee was duly notified in accordance with paragraph 3.10
hereof.


		
	7.3. 	The Parties shall
execute the Lease Agreement and the amendments, modifications and
corrections provided for in paragraph 7.1. and the Parking Agreement
within 3 business days after receipt by the Lessee of the
Lessor’s written notice (the ‘‘Date of
Commencement of the Obligation to sign the Lease
Agreement’’) given in accordance with the provisions
of paragraph 7.2 hereof, for purposes of which the authorized
representatives of the Parties shall meet in the place and at time
which shall be agreed on by the Parties additionally. The Date of
Commencement of the Obligation to sign the Lease Agreement shall be
deemed to have not begun only if the Lessee notifies the Lessor in
writing of incompliance of the Ownership Certificate, the Lease
Agreement or the Parking Agreement with the conditions hereof. In such
case the Date of Commencement of the Obligation to sign the Lease
Agreement shall be deemed to have occurred after correction by the
Lessor of all defects of the Ownership Certificate and the Lease
Agreement and the Parking Agreement so that they shall comply with the
provisions hereof, and any Party may give the other Party a
corresponding notice thereof.


		
	7.4. 	If
one of the Parties does not send its authorized representative in
accordance with provisions of this Article 7 hereof or such authorized
representative does not arrive in the place and in time agreed by the
Parties for signing of the Lease Agreement and the Parking Agreement,
it shall be deemed a breach of the Party’s obligation to sign
the Lease Agreement and the Parking
Agreement.


11









		
	7.5. 	The
Lessee shall have the right to notify the Lessor in writing of the
state registration of the Lessor’s ownership right to the
Building subject to attaching to such notice of a copy of an extract
from
EGRP1
* and the text of the Lease Agreement, executed in accordance with
paragraph 7.1, and the Parking Agreement, except for such information
which the Lessee does not possess and requirements to the Lessor to
specify in the text of the Lease Agreement such information which the
Lessee does not possess or provide the Lessor with documents necessary
for specification of such information in the text of the Lease
Agreement. The Parties agree, that the extract from EGRP shall comply
with the following
requirements:


			
		(1) 	the line
‘‘Rightholder’’ shall contain the
Lessor’s exact full name;


			
		(2) 	the line ‘‘Object of
Right’’ shall contain information on a non-residential
building, the short description of which in extent provided for by the
effective laws shall correspond to the description of the Building
contained in Schedule 4 hereto;


			
		(3) 	the line ‘‘Existing
Restrictions (Encumbrances) of the Right’’ shall not
contain any entrance on registered encumbrances other than those on
which the Lessee was duly notified in accordance with paragraph 3.10
hereof.


In case of the Lessee’s notice indicated
in this paragraph, the Parties agree to comply with provisions of
paragraphs 7.3 and 7.4 correspondingly.

		
	7.6. 	Within 7 (seven) business days after
receipt of the Lessor’s written request the Lessee shall provide
the Lessor with the Lessee’s documents and information necessary
to apply for state registration of the Lease Agreement. The Lessor
shall be responsible for submission of documents to Rosregistration and
for all other actions necessary for state registration of the Lease
Agreement. The Lessee shall compensate the Lessor 50% of the
Lessor’s document supported expenses in connection with the
state registration.


		
	8. 	Security
Deposit


		
	8.1. 	The Parties agree that
‘‘Security Deposit’’ shall mean for the
purposes hereof an amount of money to be paid by the Lessee to the
Lessor exclusively to secure the Lessee’s obligation to sign the
Lease Agreement and the Parking Agreement and compensate any possible
damage of the Lessor which may arise in case of the Lessee’s
failure to sign the Lease Agreement and the Parking Agreement. Upon
signing by the Parties of the Lease Agreement and the Parking
Agreement, the entire amount of the Security Deposit shall be set off
for fulfillment of the Lessee’s obligation to pay the Deposit
under the Lease Agreement. The Security Deposit shall no constitute an
advance payment made under the present Contract and the Lease Agreement
to pay the Basic Rent and/or other payments. The Security Deposit shall
not be adjusted in case of adjustment of the area of the Premises on
the basis of BTI documents. The Parties agree that the amount of the
Security Deposit shall constitute an amount in Rubles equal to
1,151,550.00 (one million one hundred and fifty one thousand five
hundred and fifty) Conventional Units.


		
	8.2. 	The Lessee shall transfer to the
Lessor the Security Amount together with the charged VAT within 14
(fourteen) business days upon execution hereof by the Parties.


		
	8.3. 	No interest shall be accrued on the
amount of the Security Deposit in the Lessor’s legal possession
and no compensation for use of such amount in money shall be paid. The
Parties agree that in cases provided for in the present Contract the
amount in Russian Rubles equal to the amount of the Security Deposit
expressed in Conventional Units shall be returned. If the Lessor fails
to return the Security Deposit to the Lessee in time provided for
hereby, the Lessee shall be entitled to charge the Lessor an interest
(penalty) in the amount of 0.15% (zero point fifteen per cent)
of the due amount for each day of the Lessor’s delay to fulfill
its obligation.


		
	8.4. 	All payments
hereunder shall be made in Russian Rubles on the Parties’ bank
accounts specified in the present Contract; if an amount in the present
Contract is expressed in Conventional Units, 


	


		
	1	EGRP
— Unified State Register of Rights (translator’s
note)


12









		
	 	
the payment shall be made in Rubles in the
amount equal to the amount expressed in Conventional Units at the
official exchange rate of the Central Bank of the Russian Federation
(hereinafter — the ‘‘CB of the RF’’)
on the payment date which for purposes hereof shall be the date of
writing-off of the amount from the banc account of the paying Party. A
payment obligation hereunder shall be deemed fulfilled at the moment
when the corresponding amount is written off from the correspondent
account of the bank of the paying Party.


		
	8.5. 	Any Party may change its bank account
by giving a notice thereof to the other Party at least 20 (twenty) days
before the corresponding amount is to be paid. The paying Party shall
pay all bank charges and commissions due to the bank in connection with
the payments hereunder, except for charges and commissions of the bank
of the receiving Party.


		
	9. 	VAT


		
	9.1. 	In
addition to the amounts paid by the Parties hereunder, the Party making
a payment shall also pay VAT if such VAT is applied in accordance with
the effective laws.


		
	10. 	Refusal of Contract
Execution. Liability of the
Parties


		
	10.1. 	The Lessee shall be
entitled to refuse unilaterally execution of the present Contract
without any ground and to terminate it by giving a written notice
thereof to the Lessor at least 5 (five) days prior to such termination.
If the Lessee exercises this right, (1) the entire amount of the
Security Deposit shall remain by the Lessor and shall not be returned
to the Lessee; (2) in case of any debts with respect to any payments
hereunder, the Lessee shall pay such amounts within 30 (thirty) days
after the date of such termination; (3) the Lessee shall compensate the
Lessor’s document supported expenses on re-projecting with
respect to bearing structures of the Building in connection with the
Lessee’s Working Project. The Lessee shall not be liable to the
Lessor for refusal of execution hereof in any other way.


		
	10.2. 	The Lessee shall be entitled to
refuse unilaterally execution of the present Contract by giving a
written notice thereof to the Lessor at least 5 days prior to such
termination in case of the Lessor’s failure to fulfill its
obligations provided for in paragraphs 2.2, 3.7, 3.8, 3.9, 3.11 and 7.3
hereof, after the Lessee has given the Lessor a written notice of such
default and an additional time of 30 business days to cure such
default. If the Lessee refuses to execute the present Contract on the
grounds provided for in this paragraph 10.2, (1) the Lessor shall
return to the Lessee the Security Deposit in double amount and
compensate to the full extent the Lessee’s document supported
expenses in connection with the Lessee’s Works in the amount not
exceeding the amount in Rubles equal to the product of 170 (one hundred
seventy) Conventional Units for 1 sq. m. of the finished area of the
Premises determined on the basis of the Lessee’s Working
Project, within 30 days after such early termination hereof; (2) in
case of any debts with respect to any payments hereunder, the Lessee
shall pay such amounts within 30 (thirty) days after the date of such
termination.


		
	10.3. 	The Lessee shall be
entitled to refuse unilaterally execution of the present Contract by
giving a written notice thereof to the Lessor at least 30 (thirty) days
prior to such termination in the following cases:


			
		a) 	termination of the Investment
Contract prior to putting of the Building into service regardless of
the reasons;


			
		b) 	if the Lessee
becomes aware of the circumstances which in the Lessee’s
reasonable opinion may impede the due termination of construction of
the Building, putting of the Building into service, registration of the
Lessor’s ownership right to the Building or to the Premises or
fulfillment of the Lessor’s obligations hereunder (in
particular, such circumstances include: suspension or annulment of the
Construction Authorization; annulment of the positive decision of the
state commission of experts on the construction project of the Building
entirely or in any part; suspension or cancellation (withdrawal) of the
Developer’s or the general contractor’s license, early
termination of the Agreement on Lease of the Land Plot on which the
Building is being constructed);


13









			
		c) 	if at any
time during the Term of the present Contract any authorization for
conduction of any works in the Building, which the Developer or its
contractors are responsible for, is suspended or withdrawn;


			
		d) 	change in composition of the direct
shareholders of the Lessor existing on the date of execution of the
present Contract provided that such change of shareholders results in
redistribution of 30% (thirty percent) or more of the
shareholdings in the charter capital of the Lessor, and redistribution
of the shareholdings in the charter capital of the Lessor among its
shareholders provided that such redistribution regards 30%
(thirty percent) or more of the shareholdings in the Lessor’s
charter capital, and change of beneficial owners of legal entities who
are shareholders of the Lessor on the date of execution of the present
Contract regardless of whether such changes took place as result of one
or more transactions;


subject to the Lessee’s
written notice to the Lessor of occurrence of such grounds for early
termination hereof and provision to the Lessor of a reasonable time to
eliminate such grounds and to cure a corresponding default hereunder.
In case of the Lessee’s refusal to execute the present Contract
on the grounds provided for in this paragraph 10.3, (1) the Lessor
shall return to the Lessee the Security Deposit in double amount and
compensate to the full extent the Lessee’s document supported
expenses in connection with the Lessee’s Works in the amount not
exceeding the amount in Rubles equal to the product of 170 (one hundred
seventy) Conventional Units for 1 sq. m. of the finished area of the
Premises determined on the basis of the Lessee’s Working
Project, within 30 days after such early termination hereof; (2) in
case of any debts with respect to any payments hereunder, the Lessee
shall pay such amounts within 30 (thirty) days after the date of such
termination.

		
	10.4. 	The Lessor shall be
entitled to refuse unilaterally execution hereof by giving a written
notice thereof to the Lessee at least 5 days prior to such termination
in case of the Lessee’s failure to fulfill its obligations
provided for in paragraphs 2.2, 7.3 and 8.2 hereof, after the Lessor
has given the Lessee a written notice of such default and an additional
time of 5 business days to cure such default. If the Lessor exercises
its right provided for in this paragraph 10.4 in connection with the
Lessee’s failure to fulfill obligations specified in paragraphs
2.2 and 7.3, (1) the entire amount of the Security Deposit shall remain
by the Lessor and shall not be returned to the Lessee, and the expenses
on the Lessee’s Works and other expenses incurred by the Lessee
in connection with execution hereof shall not be returned or
compensated to the Lessee; (2) the Lessee shall compensate the
Lessor’s document supported expenses on modification of the
construction project with respect to bearing structures of the Building
in connection with the Lessee’s Working Project; (3) in case of
any debts with respect to any payments hereunder, the Lessee shall pay
such amounts within 30 (thirty) days after the date of such
termination.


		
	10.5. 	In case of the
Lessor’s delay in fulfilling its obligation stipulated in
paragraph 3.5 hereof or breach of the obligation stipulated in
paragraph 3.5 hereof, the Lessee shall be entitled to reduction of the
Rent for the first year of the Lease Term for the amount equal to the
amount of the daily Rent (calculated on the basis of the rate of 617,76
(six hundred seventeen point seventy six) Conventional Units for 1
square meter of the Premises per annum without VAT, whereby the area of
the Premises shall be equal to the Leased Area) for each day of such
delay, provided that the total period of delay shall not exceed 90
(ninety) days, and the Parties agree that such reduction of the Rent
for the first year of the Lease Term in accordance with this paragraph
shall not be applied to the entire period of the Lessee’s breach
of its obligations stipulated in paragraph 5.1 hereof, provided that
such breach of the Lessee’s obligations has caused the
Lessor’s breach of its obligation stipulated in paragraph 3.5
hereof.


		
	10.6. 	In case of the
Lessor’s delay in fulfilling its obligation stipulated in
paragraph 3.7 hereof or breach of the obligation stipulated in
paragraph 3.7 hereof, the Lessee shall be entitled to reduction of the
Rent for the first year of the Lease Term for the amount equal: (a) to
the amount of the daily Rent (calculated on the basis of the rate of
617,76 (six hundred seventeen point seventy six) Conventional Units for
1 square meter of the Premises per annum without VAT, whereby the area



14









		
	 	
of the Premises shall be equal to the are of
the Premises in accordance with BTI information) for each day of such
delay, provided that the total period of delay shall not exceed 90
(ninety) days, and (b) to the double amount of the daily Rent
(calculated on the basis of the rent of 617,76 (six hundred seventeen
point seventy six) Conventional Units for 1 square meter of the
Premises per annum without VAT, whereby the area of the
Premises shall be equal to the Leased Area) for each day of delay upon
expiration of 90 (ninety) days of the delay provided for in paragraph
10.5, but not more than 45 (forty five) days, and the Parties agree
that such reduction of the Rent for the first year of the Lease Term in
accordance with this paragraph shall not be applied to the entire
period of the Lessee’s breach of its obligations stipulated in
paragraph 5.1 hereof, provided that such breach of the Lessee’s
obligations has caused the Lessor’s breach of its obligation
stipulated in paragraph 3.7 hereof.


		
	10.7. 	When applying the consequences of
the Lessor’s breach of its obligations specified in paragraphs
10.5 and 10.6, the Parties agree that the Lessor’s fulfillment
of its obligations stipulated in paragraphs 3.5 and 3.7 hereof shall be
postponed for the period (a) equal to the period of the Lessee’s
delay in fulfilling its obligation provided for in paragraph 5.1
hereof, provided that the total period of such delay does not exceed 90
(ninety) days, and (b) equal to the double period of the
Lessee’s delay in fulfilling its obligation provided for in
paragraph 5.1 hereof after expiration of 90 (ninety) days of delay if
the total period of such Lessee’s delay has exceeded 90 (ninety)
days, but not more than for 45 (forty five) days.


		
	10.8. 	The Lessor shall be entitled to
refuse unilaterally execution of the present Contract by giving a
written notice thereof to the Lessee at least 5 (five) days prior to
such termination in case of the Lessee’s failure to fulfill its
obligation stipulated in paragraph 5.1 hereof within 90 (ninety) days
after the term provided for in paragraph 5.1 and after the
Lessor’s written notice to the Lessee of the default and
provision of an additional term of 30 business days to the Lessee to
cure such default. In case of the Lessor’s refusal to execute
the present Contract on the grounds provided for on this paragraph
10.8, (1) the Lessor shall return to the Lessee 50 (fifty) per cent of
the amount of the Security Deposit, (2) the cost of the Lessee’s
Works and other expenses incurred by the Lessee in connection with
execution hereof shall not be returned or compensated to the
Lessee.


		
	10.9. 	If any Party exercises
its right of unilateral refusal of execution hereof granted to it under
this Article 10, the present Contract shall be deemed terminated from
the date indicated in the corresponding notice which, unless the
Parties agree otherwise, shall not be earlier than 5 (five) Business
Days after the date of delivery to the other Party of the notice of the
Party’s refusal to execute the present Agreement in accordance
with the provisions of this Article 10.


		
	11. 	Procedure of Dispute
Resolution


		
	11.1. 	All disputes which
may arise between the Parties with respect to the present Contract
shall be resolved by the Arbitration Court of Moscow in accordance with
the procedure stipulated by the effective procedural laws of the
Russian Federation.


		
	11.2. 	The present
Contract shall be governed by the laws of the Russian Federation.


		
	12. 	Confidential
Information


		
	12.1. 	The Parties agree
that information provided by them to each other in connection with the
present Contract shall be deemed confidential and shall constitute
commercial secret of the Parties within the limits provided for by the
effective laws. The Parties shall not in any way disclose any
information in connection with execution of the present Contract to any
third parties, unless:


			
		• 	such
disclosure is required under the effective laws of the Russian
Federation and/or any other state, and/or under the regulations on
disclosure by the stock market participants of any state, and/or
required by any State Authorities;


			
		• 	such information becomes public
through other sources, except when such information was illegally
disclosed to such source by the Party received such information in
connection with the present Contract;


15









			
		• 	the
Party providing such information hereunder has consented to disclosure
of such information; or


			
		• 	such
information was disclosed to the Party’s professional
consultants.


		
	13. 	Notices


		
	13.1. 	All
notices, information, communications and requests which the Parties may
or must give or make hereunder shall be executed in writing in Russian
and delivered to the Parties’ addresses indicated below:



For the Lessor:


OOO‘‘Promyshlenno-finansovaya kompania’’



(ООО
«Промышленно-финансовая
компания»)


23,
Osenny boulevard, 121609 Moscow,
Russia
(Россия, 121609,
г. Москва,
Осенний
бульвар, д.
23)
Attention: Mr.  Rasskazov  Nikolay
Nikolayevitch
(Рассказов
Николай
Николаевич)


For
the Lessee:


ZAO ‘‘CTC Network’’



12, 3rd Khoroshevskaya ul., Moscow,
123298, Russia
(Россия,
125124, г. Москва,
ул. Правды,
д. 15А)
Attention: Mr.  Yury
Borisovich  Shklyar

All invoices, notices,
information, correspondence, requests and other documents of the
Parties hereunder shall be given or made in the manner determined in
this Article and shall be deemed to have been duly sent and delivered
to the Party to which they are addressed:

			
		13.1.1. 	at the moment of the delivery
on receipt in case of personal delivery or delivery by a
courier;


			
		13.1.2. 	at the moment of
delivery of the letter to the addressee indicated in the delivery
notice in case of delivery by an insured mail with the list of
enclosures or by a registered mail.


		
	13.2. 	The Parties shall notify each other
in writing of any changes of the requisites specified in paragraph 14.1
of the present Contract in case of such changes. Such changes shall
come into force after receipt by the other Party of the notice on such
change. All risks arising from an undue notification shall be on the
Party failed to execute its obligations under this Article hereof.


		
	14. 	Other
Provisions


		
	14.1. 	The present Contract
contains:


			
		14.1.1. 	provisions having
force of a preliminary contract according to Article 429 of the Civil
Code of the Russian Federation and stipulating the Parties’
obligation to conclude the Lease Agreement and the Parking Agreement on
terms provided for hereby and by the attached text of the Lease
Agreement and schedules thereto,
and


			
		14.1.2. 	other obligations of the
Parties coming into force upon execution hereof. The present Contract
together with the Schedules hereto shall constitute the entire
agreement of the Parties as to its subject and shall supersede all
prior correspondence, written agreements and negotiations of the
Parties.


		
	14.2. 	Obligations hereunder
relating to execution of the Lease Agreement and the Parking Agreement
shall be valid till execution of the Lease Agreement and the Parking
Agreement. Obligations hereunder not relating to execution of the Lease
Agreement and the Parking Agreement shall remain in force till their
complete fulfillment. In case of any discrepancies between provisions
hereof and of the Lease Agreement, the provisions of the Lease
Agreement shall prevail.


		
	14.3. 	The
present Contract shall be binding for the corresponding successors of
the Parties.


16









		
	14.4. 	The
Lessee shall have the right to assign its rights and obligations
hereunder to its affiliates without first obtaining the Lessor’s
consent of such assignment subject to a written notice to the Lessor of
the assignment that has taken place.


		
	14.5. 	If any provision (or its part)
hereof becomes invalid at any time in accordance with a court decision
or in any other way, it shall not affect the validity of other
provisions hereof. If any provision (or its part) hereof is considered
invalid, the Lessor and the Lessee shall take all necessary and
reasonable measures to introduce such amendments and additions into the
present Contract that correspond the most to the intentions contained
in the invalid provision, subject to compliance with all requirements
of the laws of the Russian Federation.


		
	14.6. 	The present Contract is executed in
two counterparts of equal legal force in Russian, one for each
Party.


		
	14.7. 	The present Contract
contains the following Schedules which shall constitute its integral
part:


Schedule No. 1 — Definitions;

Schedule No. 2 — Floor Plans of the Premises;

			
		Schedule No. 	3 — Description of
the Premises and of the Building at the moment when the Premises are
‘‘ready for finishing’’;


			
		Schedule No. 	4 — Description of
the Premises and of the Building on the Building Start-up Date in
accordance with parapgraph 3.7. hereof;


Schedule No. 5
— Form of the Act of Access;

Schedule No. 6
— List of Services necessary for conduction of the
Lessee’s Works in the Premises;

Schedule No. 7
— Approved Text of the Lease Agreement;

Schedule
No. 8 — Composition of the Working Project.

		
	15. 	Legal Addresses, Bank Requisites and
Signatures of the
Parties






				
	The
Lessor: 

OOO ‘‘Promyshlenno-finansovaya
kompania’’
    
 Legal Address:
 23,
Osenny boulevard, 121609 Moscow,
Russia
    
 INN
7731262460
 KPP 773101001
Requisites for payments in
Rubles:
 Settlement Account No. 40702810138260105245
 in
OCB Kievskoye No. 5278 of Sberbank of Russia, Moscow
 Correspondent
Account No. 30101810400000000225
 BIK 044525225			The
Lessee:

ZAO ‘‘CTC
Network’’
    
Legal Address:
12,
3rd Horoshevskaya Ul., Moscow, 123298,
Russia
    
INN 7707115217
KPP
773401001
Requisites for payments in
Rubles:
Settlement Account No. 40702810100000006624
in OAO
Alfa-Bank
 Correspondent Account No. 30101810200000000593
BIK
044525593
	Signatures of
the Parties: 			 
	On behalf of the
Lessor:			On behalf of the Lessee:
	______________________________
 Name: Nikolay
Nikolayevitch Rasskazov
 Position: General Director
 SS			______________________________
 Name: Alexandr Efimovich Rodnyansky

Position: General Director

SS
	






17









Schedule No.
1

DEFINITIONS 

‘‘Act
of Access’’ shall mean and act under the form
stipulated in Schedule # 5 hereto confirming the transfer of the
Premises to the Lessee in ‘‘for finishing’’
condition.

‘‘BTI’’ shall mean
the corresponding department of Moscow branch of the Federal state
unitary enterprise ‘‘The Russian state center for
inventory and accounting of the real estate objects’’ (or
its successor) at the place of location of the Building.

‘‘State
Authority’’ shall mean any state body authorized
pursuant to the effective legislation to issue acts binding for all the
participants of business activities, as well as officers of any such
authority acting within their powers.

‘‘State acceptance
commission’’ shall mean a temporary collective
body appointed by the respective State authority and exercising the
acceptance of the real estate object finished with construction into
operation, authorized to adopt decision on compliance of the real
estate object to the project documents and the requirements and norms
stipulated by the legislation.

‘‘Lease
Agreement’’ shall mean the Lease Agreement on the
Premises, the approved text of which is contained in Schedule NO.7
hereto.

‘‘Agreement on Lease of the
Land Plot’’ shall mean Contract on granting of
the land plot for use on the lease terms (land lease agreement) #
M-07-025219 dated November  24,  2003 between Moscow land
committee and the Developer, and registered on January
09,  2004 by the Institution of justice on the state registration
of the rights regarding the real estate and transactions therewith in
the territory of the City of Moscow under No. 77-01/05-119/2003-536
together with the additional agreement dated December  08,
2003.

‘‘Parking
Agreement’’ shall mean the contract, which
provisions shall be agreed by the Parties upon execution hereof in
accordance with paragraph 2.3 hereof.
‘‘EGRP’’ shall mean the
Unified state register of the rights to the real estate and
transactions therewith.

‘‘Building’’ shall
mean 26-floor multi-functional building with an office part and parking
with the construction address: in front of vladenie 1-3, ul. Krylatskye
Kholmy, Moscow (Western Administrative district, rayon Krylatskoe).

‘‘Investment
contract’’ shall mean Investment contract # 1-04
dated September  12,  2003 concluded between the Developer
and the Lessor.

‘‘VAT’’ shall mean
value added tax.

‘‘Construction
Authorization’’ shall mean Construction
authorization of the object of city-planning activity # P-0114/98
registered with the City-planning cadastre on February  2005
under No. 77-ГГК/3.7.1.000129.

‘‘The Lessee’s
Works’’ shall mean construction and assembly,
engineer and other works in the Premises executed pursuant hereto and
the Working project of the Lessee.

‘‘Rosregistration’’
shall mean the Head Department of the Federal Registration Service for
Moscow, (GU FRS for Moscow) or any other authorized body exercising the
state registration of real estate lease agreements.

‘‘Ownership Certificate’’ shall
mean the Certificate on the state registration of the Lessor’s
right of ownership to the Building.

‘‘Conventional Units
(C.U.)’’ shall mean a unit agreed by the Parties for
measuring Rent rate, which is equal to the sum of USD half and EURO
half, i.e. 1 C.U. = 1⁄2 USD + 1⁄2
EURO.

18












				
	The
Lessor: 			The Lessee:

	______________________________ 			______________________________ 
	Name:
Nikolay Nikolayevitch Rasskazov
 Position: General Director

SS			Name: Alexandr Efimovich Rodnyansky
 Position: General
Director
 SS
	






19









Schedule No. 2

FLOOR PLANS OF
THE PREMISES

Plan of Floors
14-18


		Appendix #______
 To Contract
#____
 Dated        ,
2006










20









The area of the premises subject
to lease = 1040.3 sq.m.

The area of loggia is 3.2 sq.m,
with index 0.5

** Loggia

Leased premises
(explanation of the sign in the lower part of the picture —
translator’s
note)





				
	The
Lessor: 			The Lessee: 
	______________________________
Name: Nikolay
Nikolayevitch Rasskazov
 Position: General Director
 SS			______________________________
Name: Alexandr Efimovich Rodnyansky

Position: General Director

SS
	






21









Plan of Floor 20


		Appendix #______
 To Contract
#____
 Dated        ,
2006










22









The area of loggia is 3.2
sq.m, with index 0.5

** Loggia

Leased
premises (explanation of the sign in the lower part of the picture
— translator’s
note)





				
	The
Lessor: 			The Lessee:

	______________________________
Name:
Nikolay Nikolayevitch Rasskazov
 Position: General Director

SS			______________________________
Name: Alexandr Efimovich
Rodnyansky
 Position: General Director

SS
	






23









Plan of Floor 24


		Appendix #______
 To Contract
#____
 Dated        ,
2006










24









The area of the premises
subject to lease = 910.84 sq.m.

The area of the balcony,
Sgen= 188.8 sq.m., with index 0.3

The area of loggia is
3.2 sq.m, with index 0.5

** Loggia        *
Balcony (Roof under operation)

Leased premises
(explanation of the sign in the lower part of the picture —
translator’s
note)





				
	The
Lessor: 			The Lessee: 
	______________________________
Name: Nikolay
Nikolayevitch Rasskazov
 Position: General Director
 SS			______________________________
Name: Alexandr Efimovich Rodnyansky

Position: General Director

SS
	






25









Plan of Floor 25


		Appendix #______
 To Contract
#____
 Dated         ,
2006










26









The area of the premises subject
to lease = 495.5 sq.m.

The area of loggia is 3.2 sq.m,
with index 0.5

** Loggia

Leased premises
(explanation of the sign in the lower part of the picture —
translator’s
note)





				
	The
Lessor: 			The Lessee: 
	______________________________
Name: Nikolay
Nikolayevitch Rasskazov
 Position: General Director
 SS			______________________________
Name: Alexandr Efimovich Rodnyansky

Position: General Director

SS
	






27









Schedule No. 3

DESCRIPTION OF
THE PREMISES AND OF THE BUILDING AT THE MOMENT
 WHEN THE PREMISES
ARE ‘‘READY FOR
FINISHING’’

		
	1. 	General
specifications


Office premises assigned for allocation
of lessees shall be leased in the form of open area (not finished, with
the executed preparatory works for final finishing of the
premises).

Baffles are made dividing public space and
office premises, as well as vertical services well walls.

		
	2. 	Premises condition


		
	2.1. 	Windows, leaded panes


			
		* 	one-chamber glass package with
thermo-isolation


			
		* 	slopes — painted
aluminum


		
	2.2. 	Outside walls of the
Building


			
		* 	Façade panels (modules) covered
with one-layer drywall with setting the shrinkage-expansion joints (for
the finishing an additional fixing with drywall with decorated cover is
necessary)


			
		* 	Heating devices are installed
according to the
project


		
	2.3. 	Ceilings* Monolith
reinforced concrete plates of the floors


Ceiling height
from floor to floor: floors 14-23 — 3.9 m, floors 24-25 —
in part 7.8 m, in part — 3.9 m, floor 26 — 6.3
m.

		
	2.4. 	Floors


			
		* 	Black
floors made of two-layer GVL plates on 5-fraction expanded clay, total
thickness up to 100 mm.


		
	3. 	Finishing of Public places
(entrance group, corridor, staircase and elevator halls):


			
		* 	according to architectural plan (presented upon
demand)


		
	4. 	Elevators


			
		* 	putting into operation of elevators is exercised
only after finishing works are done according to the construction
schedule


			
		* 	cargo lift or elevating machine is
presented for the time of finishing works to the Lessee’s
Premises.


		
	5. 	Engineering
systems


		
	5.1. 	Ventilation and air
conditioning:


			
		5.1.1. 	The System is
executed to the extent of central air-exchange standpipes without end
devices and layout in the floor.


			
		5.1.2. 	Ventilation system of elevator
halls is executed in full.


			
		5.1.3. 	Sanitary block ventilation system
is delivered without end devices.


			
		5.1.4. 	VRV-3 conditioning system shall
assume exit of freon pipes from the standpipe to the floor without user
layout and installation of the internal blocks.


		
	5.2. 	Heating system in full with heating
radiators according to the project.


		
	5.3. 	Water supply and sewerage networks
are assigned for ensuring sanitary-hygienic norms.


Executed in the volumes of to sanitary blocks.

		
	5.4. 	Lighting system, general and
computer electrical network is executed without layout to distributing
switchboard.


28









Separate capacity for the Premise
— 686 Kwa (set capacity). On the basis of the following
calculation: 50 Kwa (of the set capacity) for 1,000 sq.m. Two supplied
high-voltage feeders.

Existence of reserve power supply
sources projected on the basis of the technical task issued by the
Lessee (provided execution by the latter of obligations on financing of
the project creation and erection of the said schemes).

		
	5.5. 	Sprinkler and water
fire-extinguishing system as well as automatics of fire-fighting
systems is executed to the extent necessary for protection of the
Building. The system is accumulated upon occurrence of floor planning
decisions according to the project and at the account of the
Lessee.


		
	5.6. 	Notification and
people’s evacuation management system under fire is executed to
the extent necessary for protection of the Building. The system is
accumulated upon occurrence of floor planning decisions according to
the project and at the account of the Lessee.


		
	5.7. 	Dispatcher system of the building is
assigned for managing of engineering systems of the building, is
combined of the equipment of the leading engineering companies. It is
executed in full.


		
	5.8. 	Access control
and video control systems are executed to the extent of the Building
perimeter control, entrances from staircases and elevator halls.


		
	5.9. 	Low-voltage sewerage system,
low-voltage and computer networks, radio-, telephone-set up are
executed to the extent of central floor standpipes.


		
	5.10. 	Television and radio networks are
executed to the extent of leading-out to the floor.






				
	The
Lessor: 			The Lessee:

	______________________________
Name:
Nikolay Nikolayevitch Rasskazov
 Position: General Director

SS			______________________________
Name:
Alexandr Efimovich Rodnyansky
 Position: General Director

SS
	






29









Schedule No. 4

REQUIREMENTS TO
THE BUILDING AND THE PREMISES AT THE BUILDING START-UP
DATE IN ACCORDANCE WITH PARAGRAPH 3.7
HEREOF

		
	1. 	Location


‘‘Profico’’ office business
center is located at the following address: in front of vladenie 1-3,
ul. Krylatskie Kholmy, at the nearest distance to underground stations
‘‘Molodezhanya’’ and
‘‘Krylatskoe’’.

The
construction site has a triangular shape and stretches out from
north-east to south-west. In south-est it is limited by s aside slop
leading to Krylatskaya uliza. The north border and boundary line
adjoins a specially guarded natural territory. From the western side
the construction site is limited by uliza Krylatskie Kholmy.

Depending on the traffic density, approach to the two main
city street-roads from ‘‘Profico’’ business
center takes: to Rublevskoe shosse — 2-5 minutes, to
Krasnopresnensky prospect (under construction) 10-20 minutes, to Moscow
ring-road (МКАД) 15 minutes.

		
	2. 	Architecture solutions


The
outside of the Building combines the elements of modern architecture
and modern design solutions in the shape of a rectangular. The Building
is located on the land plot of 0.67 hectare.

The number
of the Building floors corresponds to the number of floors as it is
determined in the Building construction project, and according thereto
the permission to construction was given and is valid as of the date of
execution hereof.

In the Building socle floors
(-2,-3,-4,-5) a 4-level underground parking for 400 vehicles is
situated. Beside the Building a ground level guest parking for 35
vehicles is stipulated.

On floor — 1 there will
be a dining-room, a café, a car washer and technical rooms. On
the first floor a conference hall and a bank branch will be placed.

		
	3. 	Design and structure of the
Building


The Building was erected as a monolith
reinforced concrete frame with an attached module facade. On the roof
of the Building there is a platform for baskets reserved for
people’s evacuation.

		
	3.1. 	Main structural parameters of the
Building


			
	Construction
material		monolith reinforced
concrete
			


			
	Column net spacing
		8100x8100 m, except axes
E-D*4050*8100
			


			
	Floor
height		2-24 floors — 3.9 m, 24-25 floors —
7.8 m, floor 26 — 6.3 m
			


			
	Building
total area		About 50,000 square
meters
			


			
	Office space total
area		About 30,000 square meters
(29,723.80)
			


			
	Hall 		General
height 7.8 m, two lights
			


			
	Floor
length		From window to core from 8.1 m to 12.3 m, the core
of the Building has a rectangular shape of the size 25 m*11
m
			


			
	Maximum permissible load		450
kg per 1 square meter
			


			
	Intermediate
floors		
			


		
	4. 	Outside
finishing and dressing of the Building


In the outside
finishing and dressing of the Building mostly panorama glazing is used,
which provided an optimal use of the sun light. The module
façade technology is developed by SCHUCO (Germany).

30









		
	4.1. 	Elements of the
façade dressing


4.2.

			
	Transparent glazing
elements		One chamber tinted glass package and StopRay Safir
energy saving glass of ‘‘Giaverbel’’
(Belgium).
			


			
	Non-transparent glazing elements
		Glass package, outside hardened glass, inside
glass-stemalit
			


			
	Non-transparent façade
modules		Composite plates
			


			
	Socle floor
façade 		Natural stone-
granite
			


		
	5. 	General
areas


		
	5.1. 	Inside finishing of the
rooms


The Building is offered for rent with general
areas of quality finishing, office premises are offered for rent
without any inside finishing.

			
	Hall of
the first floor		High quality design, natural stone
flooring. Walls are finished with natural stone or other modern
materials
			


			
	Flooring of elevator halls
		Natural stone —
granite
			


			
	Flooring of staircases		Granite
ceramics tiles
			


			
	Walls of elevator
halls		Walls of elevator halls are lined exclusively with
natural stone — granite or marble
			


			
	Walls of
staircases and technical premises		Plaster and high quality
dispersion paints
			


			
	Hall 		General height
7.8 m, two lights
			


			
	Ceilings 		In all
premises and area of public use hanging ceilings are mounted according
to the Armstrong type standards. Behind them the main engineering
communications are
placed.
			


		
	6. 	Roof


The roof is operational, inversable with hydro-isolation
cover, above which the warming layer is laid out, extrusion
polystyrene, geotextile, crushed stone, plates.

		
	7. 	Elevators


13 elevators are
to be installed in the Building to provide a convenient and comfortable
transportation to all Building floors. Finishing of all elevator cabins
was executed in ‘‘lux option’.

			
	l. Schindler ID(PLl-PL8)		8 ps for 26 stops,
loading lifting capacity 1,350 kg
			


			
	2. Schindler ID
(PL9)		1 ps for 28 stops, loading lifting capacity 1,000
kg
			


			
	3. Schindler ID (L1O, L11)		2 ps for
6 stops (for fire brigade transportation), loading lifting capacity
1,000 kg
			


31









			
	4. Thyssen (L I2)
		1 ps for 3 stops, loading lifting capacity 630
kg
			


			
	5. Monitor (L13)		1 ps for 2 stops,
loading lifting capacity 100
kg
			


		
	8. 	Main engineering
systems of the Building


			
	Ventilation
		Forced and exhaust ventilation, smoke removal system. The
Building ventilation system provides inflow of 60 m3 air per a person
per hour (calculated 10 m2 per
person)
			


			
	Conditioning 		DAIKIN (Japan)
central conditioning with independent regulation of climate in each
room.
			


			
	Heating 		Central heating from
the main city nets.
			


			
	Main power supply
		Input with double reservation from the Mosenergo city nets
with independent transformer substation.
			


			
	Reserve
power supply 		Two FG Wilson diesel generators for constant
keeping in the operating conditions of the main maintenance and safety
systems in the Building
			


			
	Water supply
		From Mosvodokanal city nets
			


			
	Safety of
the Building 		Integrated systems of fire alarming, warning
and evacuation, security systems and video
control
			


			
	Access control 		Modern systems
of access control and regulation based on non-contact plastic
cards
			


		
	9. 	HVC (Heating,
ventilation and air conditioning)


		
	9.1. 	Ventilation, air conditioning, cold
supply


Ambient air temperature in the rooms with air
conditioning is 20-22oC. Acustic noise level in these rooms does
not exceed 36 dB.

Autonomous conditioning systems with
50% reserve capacity are installed to keep constant temperature
round the year in server and commutation rooms.

Cold
consumption for inflow installations

Qx inflow = 840
kilowatt

Heat amount to be assimilated by inflow air

Q =
236000x0.288x6x1.16=473000Bt=473kilowatt

Cold
consumption for cooling machines

ΣQ =
2280+30+13+27+840-470=2720x1.1=3000 kilowatt

To provide
rated meteorological conditions and air purity in the rooms according
to GOST (State standard) 12.1.005-88 standards, inflow-exhaust
ventilation with mechanical impulse is stipulated in all rooms of the
complex.

Air exchange and its regulation for different
groups of rooms are as follows:

32









Parking — due to the
terms of dissolving of noxious substances to the permissible
concentration in the air of operating zones. Inflow air is pumped into
the upper room zone along the driving way and exhaust air is pumped out
in equal parts from the upper and lower zones.

Ramps
— due to the terms of dissolving of noxious substances to the
permissible concentration;

Offices — due to the
term of supplying of the minimum consumption of outside air, 60 m/hour
per person.

The amount of inflow and exhaust systems is
determined by the functional purpose of the rooms to be services and by
the space design solutions.

Ventilation and
conditioning systems equipment producers





				
	Equipment			Potential
producer
	Cooling
machines			DAIKIN
	Main inflow-exhaust
installations			AIRSETTROGES
	Additional
inflow-exhaust installations			SYSTEMAIR
	Exhaust ventilators			SYSTEMAIR, TROGES
	Diffusers			IMP
KLIMAT
	Air regulating valves			IMP
KLIMAT
	Pumps			WILD,
GRUNDFOSS
	Regulating-closing valves			DANFOSS
	Thermo-isolation			THERMAFLEX,
WIRED MAT
	






		
	9.2. 	Heating and
heating supply systems


For the higher sections of the
Building two independent heating systems were designed. System
# 1 services office premises in floors 1-13, system # 2
services office premises in floors 14-26. Systems # 1 and # 2 are
double piped with horizontal blind lines on every floor. The vertical
standpipes are laid in the communication shaft. The floor horizontal
pipelines are laid in the flooring construction.

For
dining rooms, the restaurant, shopping zones, the bank and car washer
independent horizontal double-piped heating systems were designed.
Heating system # 3 services dining-rooms and their premises (-1 floor),
heating system # 4 services the restaurant (1 floor), heating system #
5 services shopping zones (1 floor), heating system # 6 services the
bank, heating system # 7 services car washer chambers.

The main horizontal pipelines of the systems ## 3-6 are
laid in the flooring construction of the premises to be serviced. In
the car washer chambers the main pipelines are laid at the flooring.
All heating systems have separate independent heat control records.

During business hours air heating is designed in the
parkings. The air heating is combined with inflow ventilation. Air
heating units operate in the car washer chambers under decrease of the
inside air temperature during idle hours.

Accepted
temperature of the inside heated air:

For parking
— 5oC

For car washer —
18oC

For office premises —
20oC

For technical premises —
12oC

For café premises — depending
on their purposes.

The heating system keeps the air
temperature at about 10-12oC during idle hours in the office
premises, the air temperature goes up to 20oC to the beginning
of the business day. The heating system keeps air temperature at
20oC round the clock 7 days a week, 365 days a year in the
rented or leased premises. Vertical standpipes of the heating system
and pipelines of the heat supply 

33










system in the inflow units are made of steel
water-gas-pipes according to GOST 3262-75, pipe diameter up to 57 mm,
and of steel electro-welded pipes according to GOST 10704-91, pipe
diameter above 57 mm.

The main horizontal pipelines on
the floors to be laid in the flooring construction are maid of
metal-layer pipes.

Kermi radiators with lower
connection are accepted as heating units. Smooth pipe registers are
installed in the car washer.

To provide heat comfort in
the premises and to endure heat saving, the heating units are equipped
with separate independent thermo-regulators of the leading European
companies and isolated with pipe isolation material.

Main pipelines, vertical standpipes of the heating system
and heat supply pipelines are isolated with pipe isolation
material.

The air from the heating system is removed
through air valves installed in the upper plug of the heating unit and
through automatic air outlet ports.

The air removal
from the heat supply system is carried out through air collectors and
automatic air outlet ports.

Some branch pipelines of
the heating system and the heat supply system are provided with
closing-regulating (balancing) valves with connections for measuring
device.

Drainage lines were designed for draining the
heating system, that go to into the IHP (ИТП)
drainage pit. Installation of drainage valves with hose composition is
stipulated in the heat supply system. Closing-regulating valves of the
leading producers are used for both systems.

Installation of water-air heat screens is planned at the
entrances into garage-parking and the Building.

The
complete net of the pipelines with connections to the heating units,
necessary closing-regulating valves and heating units will be presented
at the disposal of a lessee.

Central heating system is
a horizontal two-pipe system with pumped circulation and passing
movement of the heat carrier. The heating system ois connected to the
outside heating nets through plate heat exchangers according to the
independent connection scheme. Heat carrier parameters in the heating
system — 95-70.

Preparation of the heat carrier
is executed in the individual heat point (IHP) located in the technical
zone on floor — 1. the heat control unit is installed in the
heat point.

Separate branch pipelines are stipulated
for perimeter heating of each group of premises divided according to
their functional purposes.

Each branch pipeline will
have closing-regulating valves and a discharge outlet valve.

Heating system equipment





				
	Equipment			Potential
producers
	Convectors			Kermi
	Under-flooring convectors			Kermi
	Closing-regulating valves and
accessories			Danfoss,
Oventrop
	






		
	10. 	Fire-fighting
system


fire preventing treatment of the ventilation
and heating systems is stipulated according to SNIP
(СНИП—set of norms and rules
(translator’s note)) 2.04.05-91*, SNIP 21-02-99, MGSN
(МГСН) 5.01.54, MGSN4.04-94.

The principle solutions and calculations were made by the
specialists of FGU VNIIPO of the Ministry for extraordinary situations
of Russia (ФГУ
ВНИИПО
МЧС
России).

34









Antismoke ventilation was
designed for people’s evacuation from the Building premises at
the first stage of fire.

The smoke removal is
stipulated from:

– parking

–
isolated ramps space

– main entrance hall

– corridors of floors — 1 and 1 without
natural lighting

– dining hall, without natural
lighting

– corridors of the office sections of
the Building (floors 2-26)

A separate smoke removal
system is stipulated for each fire section.

Gases and
smoke removal after fire from the premises protected by gas fire
fighting units is also stipulated. Fire setback valves with
refractoriness limit of not less than 0.5 hours are installed in the
crossing points of air ducts and premises railing.

Inflow antismoke ventilation is stipulated. Outside air
supply is designed:

– to air locks separating
parking from technical premises not belonging to the
parking;

– to elevator shafts;

– to air locks in front of elevators in the basement
floors;

– to smoke-proof staircases;

– to ari screens above fire gates of the
1st type at the entrance to the parking (according to .2.26
of MGSN 5.01-01.

Ventilators of the leading producers
are installed in the smoke removal systems. Their working capacity
under temperature of 600oC is not less than 1 hour and under the
temperature of 400oC is not less than 2 hours. Smoke exhaust
into the atmosphere is stipulated for 2 m from the roof or from the
ground.

Air ducts of the smoke removal system in the
parking and ramps are made of sheet steel, thickness 1.2 mm, by
welding, with fire protection coating that ensures refractoriness limit
of EI 60 (1 hour) within the parking space and EI 150 (2.5 hours) in
the Building constructions beyond the service floor. The smoke removal
shafts servicing the corridors are made of building constructions that
ensure refractoriness limit of EI 45 (0.75 hour) within the fire
section and EП 50 (2.5 hours) beyond the fire section. Air ducts
of the smoke removal system in the dining hall have refractoriness
limit of EI 60 (1 hour). Air ducts of the systems removing gas after
the fire have refractoriness limit of EI 15 (0.25 hour). Air ducts of
the inflow antismoke ventilation are made of zinc coated steel, grade
‘‘П’’, with fire protection coating
that ensures refractoriness limit of EI 30 (0.5 hour).

KDM-2 smoke valves installed in the smoke protection
systems have refractoriness limit of EI 60 (1 hour).

Smoke ventilation system starting occurs automatically, by
remote control and by pushing buttons manually on the evacuation
path.

Automatic switch off of inflow and exhaust
systems is also stipulated, if the fire comes up.

All
ventilation equipment is grounded.

Electrically driven
fire setback valves with rated refractoriness limit are installed in
the crossing points of air ducts and fire protection blocks.

Each fire section has independent inflow and exhaust
ventilation systems.

35









Space for ventilation equipment
is located according to para. 4.102 of SNIP 2.04.05-91.

The gaps where air ducts and pipelines go through floors
and partitions are closed by fire-proof materials.

		
	11. 	Power supply system


Power
supply to fire-fighting systems, security systems and elevators is
provided in category I. The Building maintenance systems belong to a
special electroreceiver group of category I.

The system
of steady power supply (3rd independent power supply source)
on the basis of 2 diesel generators is anticipated in the Building.

The load of the first category consumers is 799kWA.

To the Building maintenance systems belong:

Electrical motors of the pumps for fire fighting;

Water pipelines in the Building;

Equipment
for the systems of automatic fire extinguishing in the Building;

Elevators equipment;

Electro-equipment for
smoke ventilation;

Equipment for fire alarm
warning;

Equipment for the Building safety systems;

Equipment for dispatching systems;

Emergency lighting of the Building;

Fire
setback valves;

Bank equipment;

Smoke
removal valves.

Video access control sources of
continuous feeding are installed for steady reliable power supply to
such equipment as automatic fire alarm warning and signaling.

Power supply to the complex of other electro-receivers in
the Building will be provided on category II.

		
	11.1. 	Main distributing switchboards of the
Building


four main distributing switchboards are
stipulated in the Building. Automatic devices for reserve switch on are
stipulated too ensure reliable power supply of the first category.

		
	11.2. 	Energy metering


Metering
boxes are stipulated in the premises of MDS (main distributing
switchboards), where energy meters are installed. Electronic counters
of active and reactive energy with digital outputs are installed on the
inputs of MDS.

Separate energy metering is stipulated
for all water distributing units.

		
	11.3. 	Protective grounding and zero-wire


TN-C-S grounding system is designed in the Building.

The main grounding bars (MGB) must be installed for each
MDS. MGBVs must be installed separately in the switchboard areas and
connected to each other by the conductors of the potential equalizing
system. The conductor cross-section must be equal to the smaller bar
cross-section from the two paired bars (Technical instructions # 6/2004
of ‘‘ROSELECTROMONTAZH’’
(«РОСЭЛЕКТРОМОНТАЖ»).

36









		
	11.4. 	Information
grounding


Functional grounding for the equipment of
information technologies is planned.

		
	11.5. 	Lighting


There are the
following kinds of lighting in the Building: ordinary working lighting
and extraordinary lighting consisting of emergency lighting and
evacuation lighting. Maintenance lighting through transformer feeder
sockets of 220/36 V is stipulated in switchboards, ventilation chambers
and pump houses.

For emergency lighting lams with
built-in batteries (autonomous time — 1 hour) are used.

The control of lighting in the public zones is centralized
and being executed from the dispatcher post. The lighting control for
technical and office premises is local through switches. The feeding of
emergency lighting is independent of ordinary working lighting and
carried out from different sections of the main distributing
switchboard.

The calculation of the required capacity
for lighting switchboards is exercised taking into account ensuring of
the following illumination levels in the premises:

The
following minimal levels of illumination intensity are stipulated:

Offices and conference halls 500 lux on the working surface
(0.8 m from the floor)

Information and computation units
500 lux on the working surface

Corridors in the office
section 200 lux on the floor

Technical premises with
mechanical equipment 200 lux on the floor

Switchboards
300 lux on the floor

Service corridors 150 lux on the
floor

Toilets150-250 lux on the
floor

Cloak-rooms 150 lux on the floor

In the office (administrative) premises it is supposed to
use luminescent lamps (600x600) with a mirror screening grid of
category 2, fixed into the hanging ceiling.

In the
floor corridors the lighting is provided with fixed luminescent compact
lamps 2x18 Watt.

Lamps for technical and storage
premises, service corridors and other services sections are supposed to
be of ceiling type with prismatic or opalescent diffuser. Linear
luminescent lamps and glow lamps can be used.

Illumination in the remaining premises corresponds to
standards СП 31-110-2003 and MGSN 2.06-99.

Power for outside lighting of the Building is stipulated in
the Project.

		
	11.6. 	Equipment producers


			
		Equipment 	Potential
producers


			
		Distribution
switchboards 	Schneider
Electric


			
		Switching
equipment 	Schneider
Electric


			
		Lighting
device 	Sonlux
(Germany)


			
		UPS 	Schneider
Electric


			
		Cable conduits 	VVGng
LS (ВВГнг
LS)


Redesign of this section is possible to transfer
some of the energy consumers (floors) into category I with installation
of the 5th main distributing switchboard in case of
receiving of the Technical task (T3) from the Lessee and financing of
certain project, construction-erection works.

37









		
	12. 	Security
technical system


Complex technical system of security
is used in the Building. It consists of guard signaling system (COC =
GSS) and video access control system (СКУД
=VACS) combined in the joint-program-instrument complex.

GSS is designed to detect a break through into the premises
of the object or an attempt thereof and transfer of the warring signal
to the round the clock guard post with further translation to the
centralized control panel.

Video system is designed to
control the situation on the object and along the perimeter thereof and
to keep the coming information on the digital record unit.

VACS allows controlling the moving of employees and
visitors through the guarded territory and to restrict the access to
the premises of higher security.

The following is
installed at the guard room: guard panel, VACS computer, equipment for
video control and record, telephone.

At the reception
desk the following is installed: GSS emergency button, warming system
microphone panel, telephone.

		
	12.1. 	Main
principles of protection of the Building from the unauthorized
access:


			
		• 	during daytime the
unauthorized access into the Building is permitted till tourniquets on
the first floor;


			
		• 	for a
single access to lessees’ premises a visitor can get a guest
card upon request of the inviting party;


			
		• 	access into office and service
premises is impossible;


			
		• 	during the night the
unauthorized access into the Building is impossible;


			
		• 	all access paths into the
Building are controlled with video cameras.


		
	12.2. 	Guard signaling system


			
		• 	Guard signaling system
consists of the following elements:


			
		• 	Detections means;


			
		• 	Warning buttons;


			
		• 	Guard signaling panel with
control unit.


The following is equipped with the guard
signaling system:

			
		• 	Entrances into the
Building;


			
		• 	The Building
first floor
perimeter;


			
		• 	Exits to the
roof;


			
		• 	Technical
premises;


			
		• 	Entrance doors of the office
premises from the elevator halls are equipped with the video access
control system.


Doors to the fire non-operated
staircases and from the staircases outside are provided with
‘‘anti-panic’’ locks ensuring free exit of
the staff outside in any emergency situation.

Alarm
warning buttons are installed into reception desk and in the guard
desks.

Server room is a space of higher security and
protected by a magnetocontact indicator.

Guard
indicators are combines to the guard panel integrated with other
engineering systems through the interface line.

38









The main guard signaling panel
is located in the guard room and connected to the system of the guard
video control in such a way that the picture from the nearest video
camera goes to a monitor in the guard room simultaneously through
indicator impulse.

		
	12.3. 	Video access
control system


The following is equipped with the video
access control system:

			
		• 	Elevator hall and the first
floor (either control system or access managing system is
installed);


			
		• 	Server
room;


			
		• 	Dispatcher room;


			
		• 	Guard room;


			
		• 	Main premises with technological units and
equipment for the Building maintenance (main distributing switchboards,
transformer substation, UPS room, diesel generator, pump houses
ventilation chambers, central heating desk, etc.).


One-level VACS is designed in the Building, identification
is exercised upon one feature —  electronic key-card.

Car entrances into the Building are equipped with lifting
gates or barriers and contactless card readers.

Both
entrance and exit is controlled in the elevators.

		
	12.4. 	Guard television system


The following is equipped with the guard television
system:

			
		• 	Perimeter of the
Building;


			
		• 	Entrances into
the Building;


			
		• 	Car entrances
into the Building;


			
		• 	Elevator halls;


Guard television system ensures round the clock control
over key desks and recording of video information to magnetic carriers
from all video cameras. If necessary, any camera can be shown to the
guard monitor without recording breaking. Control monitors and
recording units are located in the guard room. The cameras of main
entrances into the Building are shown in the guard monitors for
permanent control.

		
	13. 	Communication
system


The Building is provided with the modern
telecommunication facilities. The main feeder consists of two
independent opto-fiber cables. Telecommunication services in the
Building are provided by three operators.

		
	13.1. 	Structured cable system


Laying out of the structured cable system
(СКС = SCS) is planned for providing the whole
complex with the general telecommunication system including telephone
communication, data transfer system (local computer net, connection to
Internet). User net is executed as SCS.

Central
communication room is set for installation of active and passive
equipment.

		
	13.2. 	Access to Internet


Structural cable system of the Building is used for
distribution of access to Internet. Active equipment of the commutation
center is installed in the central commutation room.

39









		
	13.3. 	Telephone
communication system


Telephone communication system
includes the following elements:

			
		• 	Local telephones;


			
		• 	City telephones;


			
		• 	Short-distance and
long-distance telephone communication.


		
	14. 	Air TV receiving system


MW
and DMW (МВ и ДМВ) antennas
are installed to provide receiving of air TV programs.

		
	15. 	Authomatization and dispatcher system of
the Building


Authomatization and dispatcher system of
the Building is based on the programmed logic controllers. Operation of
the Building engineering systems and regulation of the technological
processes is managed by means of controllers.

The
system ensures control, regulation, management, blocking and protection
from emergency regimes of the following technical equipment in the
Building:

			
		• 	Heat supply
system;


			
		• 	Cold supply
system;


			
		• 	Inflow-exhaust
ventilation and air conditioning;


			
		• 	Power supply and
lighting;


			
		• 	Water
supply


Automatic systems operate independently, in case
one of them breaks down.

		
	16. 	Water supply
and sewerage lines


		
	16.1. 	Industrial and
drinking water supply


Water supply source is the city
water pipeline. There is a separate system of industrial and drinking
water pipeline and that of fire-fighting water pipeline. Branch
pipelines to automatic fire fighting are stipulated from the water
pipeline inlet to the water gage unit.

		
	16.2. 	Waste sewerage line


Standpipes and main pipelines for waste water drainage from
the planned sanitary zones for lessees are installed in the Building.
Sanitary blocks and allocation of sanitary equipment therein ensures
connection of sewerage line over the floor.

The net is
a self-flowing system with outlets for the connection to the outside
nets.

		
	16.3. 	Rain sewerage line


To the system of rain sewerage line belong:

			
		• 	Rain and thawed waters from
the roof through heated drain cone-shaped pipe heads;


			
		• 	Drainage waters from ventilation chambers
and pump-houses with installation of drainage pumps in the
pit-wells.


40









		
	16.4. 	Drainage
sewerage line in the parking


The system is designed
for collection and drainage of water from the floor of the 4-level
underground parking by switching on of the automatic fire fighting
system.





				
	The
Lessor:			The
Lessee:
	                                                                            			                                                                            
	Name: Nikolay Nikolayevitch Rasskazov
 Position: General
Director
 SS			Name: Alexandr Efimovich Rodnyansky

Position: General Director

SS
	






41









Schedule No. 5

FORM OF THE ACT
OF
ACCESS


	                            ,
2006	City of
Moscow            





                                                                                                                                                        ,
(‘‘Lessor’’) and
                                                                                                                    
(‘‘Lessee) hereby confirm that the authorized
representatives of the Lessee were granted access to the Premises for
conduction of the Lessee’s Works on the basis of the Preliminary
Contract on concluding agreements #            
dated
                                ,
2006 as of the date of signing of the present Act by the Lessor and the
Lessee.

The Premises are transferred in the conditions
described in Appendix 1 hereto.

The Parties agree on the
following Defects, that the Lessor is obliged to recover.


[Defects]    [to be filled upon
signing]






				
	Lessor:
			Lessor:

	

                                                                
Name:

Position:
 SS			

                                                                
Name:

Position:
 SS
	







		I agree with the above
stated in the Act of Access.
 General
Contractor





		[                            ]





		                                                                

Name:

Position:
 Date:




42









Schedule No. 6

LIST OF SERVICES
NECESSARY FOR CONDUCTION OF THE LESSEE’S
WORKS IN THE
PREMISES

		
	1. 	Utility Services


		
	1.1. 	Power supply:


			
		– 	power
sypply system on temporary scheme;


			
		– 	lighting system on temporary
scheme.


		
	1.2. 	Water sypply:


			
		– 	cold water supply system.


		
	1.3. 	Sewerage and waterpipe in full.


		
	1.4. 	Heating in full.


		
	2. 	Maintenance services:


		
	2.1. 	Elevator / elevating machine servicing.


		
	2.2. 	Removal of containers with construction waste
from the territory ajourning the building.


		
	2.3. 	Security of the building for the construction
period, direct ensuring of control–passing and inner–object
regime is imposed to the security division exercising the following
tasks:


			
		– 	to accept under control in the
idle time the construction site with the existing material values and
property,


			
		– 	to control the entrance and
exit of persons, bringing-in and bringing-out of the material values
and property to and from the construction site territory;


			
		– 	to control the entrance and exit of
vehicles, bringing-in and bringing-out of the material values and
property to and from the construction site territory.


Official rights and duties of the security division
employees regarding the building and the territory protection shall be
determied by the job istructions approved by the management of the
security agency and agreed upon by the Profico business-center
management. Responsibility for organization and quality of conducting
service at the object shall be imposed to the security chief, to whom
the division personnel is reporting.

		
	2.4. 	Control-passing regime during construction and
conduction of finishing works shall be the integral part of the genreal
security and is introduced with the aim to:


			
		– 	ensure sanctioned passage of construction
companies’ employees, bringing–in (bringing–out) of
the material values and property , systematic operation of the
organization;


			
		– 	prevent the uncontrolled
passage of strangers and outside vehicles to the protected territory
and to the building;


			
		– 	duly reveal of
threats to the organizations’ interests, as well as of
potentially dangerous consitions facilitating material or moral
damage;


			
		– 	establish good guarantees of
maintening the organizational stability if outer and inner relations of
the organization, practice of the operational reaction meachanism to
the threats and negative trends;


			
		– 	suppresion of infridgements to the legal
interests of the organizations.


43












				
	The
Lessor:			The Lessee:
	                                                                        
Name:
Nikolay Nikolayevitch Rasskazov
 Position: General Director

SS			                                                                        
Name:
Alexandr Efimovich Rodnyansky
 Position: General Director

SS
	






44









Schedule No. 7

LEASE
AGREEMENT DRAFT

45









Schedule No. 8

COMPOSITION OF
THE WORKING PROJECT

...in accordance with the
requirements of the Resolution of the major # 378-PM dated April
11,  2000, Regulations on the unified procedure of pre-project
and project preparation of the construction in the city of Moscow, SNIP
11-01-95, MPP-3.2.06.03-99 approved by the Decree of the major of the
city of Moscow # 294-PM dated 05.04.00 (in the 3rd edition),
including:

1.    Task for making project of initial
materials for the project.

2.    General explanatory
note.

3.    Architecture and construction
solutions.

Explanatory note.

Main drawings
(in variants):

			
		– 	floor plans of
non-repeated floors M 1:100 (M 1:50, M 1:200);


			
		– 	facades and sections M 1:100;


			
		– 	constructive schemes (units-for
non-traditional constructive solutions);


			
		– 	main drawings of frameworks (as a part of
the approved working documents).


4. Working documents on
engineering equipments and systems.

4.1. Cold water
supply and air conditioning;

4.2. Ventilation;

4.3. Anti-smoke inflow ventilation;

4.4. Smoke
removal;

4.5. Heat supply;

		
	4.6. 	Heating;


		
	4.7. 	Water-pipeline and sewerage;


		
	4.8. 	Automatic sprinkler installations of
water fire-extinguishing;


		
	4.9. 	Fire-fighting water pipeline;


		
	4.10. 	Electric power equipment;


		
	4.11. 	Electric lighting;


		
	4.12. 	Dispatching and engineering systems
management (to the extent of Technical task);


		
	4.13. 	Automatic installing of foam
extinguishing (Automatic system of gas fire extinguishing in accordance
with a separate technical task);


		
	4.14. 	Signaling system and system of
notifying of people upon fire;


		
	4.15. 	Automatic installing of fire alarm
and automatics of fire-fighting measures;


		
	4.16. 	TV monitoring system;


		
	4.17. 	Telephone communication net and
local computer net;


		
	4.18. 	City
radio-transmission communication net;


		
	4.19. 	Broadcasting TV;


		
	4.20. 	Lower-voltage sewerage;


5. Technological solutions.

46









		
	5.1. 	Explanatory note.


		
	5.2. 	Floor plans with locations and specifications of
technological equipment.


		
	6. 	Organization of the
construction (Works Conduction Project).


		
	7. 	Joint
estimated calculation of the construction cost.


Paragraphs 2-7 shall be worked out and delivered to the
Lessor to the extent as it is stipulated in Appendix 13 to # 378-PM
dated April  11,  2000.





				
	The
Lessor:			The Lessee:
	                                                                        
Name:
Nikolay Nikolayevitch Rasskazov
 Position: General Director

SS			                                                                        
Name:
Alexandr Efimovich Rodnyansky
 Position: General Director

SS
	






47