Exhibit
10.51

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

and


MOSCOW
REPRESENTATIVE OFFICE OF CTC MEDIA,
INC.

(LESSEE)


PRELIMINARY
CONTRACT ON CONCLUSION OF
AGREEMENTS

November  10,
2006
City of Moscow

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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					12	







	10.			Refusal
of Contract Execution. Liability of the
Parties					12	







	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’’					22	







	Schedule
No. 4			REQUIREMENTS TO THE BUILDING AND THE PREMISES ON THE
BUILDING START-UP DATE IN ACCORDANCE WITH PARAGRAPH 3.7
HEREOF					24	







	Schedule No.
5			FORM OF THE ACT OF
ACCESS					35	







	Schedule No.
6			LIST OF SERVICES NECESSARY FOR CONDUCTION OF THE
LESSEE’S WORKS IN THE
PREMISES					36	







	Schedule No.
7			LEASE AGREEMENT
DRAFT					38	







	Schedule No.
8			COMPOSITION OF THE WORKING
PROJECT					91	







	






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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  10,  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 No. 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

Moscow Representative Office of
CTC Media, Inc. (hereinafter referred to as the
‘‘Lessee’’), Certificate of
registration in the unified state register No. 14167 issued on
October  4,  2004 by the State Registration Chamber at the
Ministry of Justice of the Russian Federation, Authorization No. 10172
issued on October  4,  2004 by the State Registration
Chamber at the Ministry of Justice of the Russian Federation, located
at 12, 3rd Khoroshevskaya Ul., Moscow, acting in the
interests of CTC Media, Inc. (a legal entity organized and existing
under the laws of Delaware, USA, with its registered office at
2711,  Centerville Road, Suite 400, Wilmington, Delaware 19808,
USA) represented by the Head of Representative Office, Mr.
Gikalo  Stanislav  Aleksandrovitch, acting on the basis of
the power of attorney dated March  23,  2005, 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


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.

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

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

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;

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;

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


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

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

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.

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

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.

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

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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 partly
on the 20th and 26th floors 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.

Total
construction area of the Premises shall constitute approximately 589.74
(five hundred eighty nine point seventy four) 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 8 (eight) 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:

the Lessee may use not more than 3 (three) 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;

the Lessee may use not more than 5
(five) places, for use of which 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 will be charged, provided that for each unused place on
the 2nd floor of the Building the Lessee shall have the
right to use one additional place on the 3rd and
4th floors.

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

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:

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 Building or to the Premises or
fulfillment of the Lessor’s obligation hereunder. The Lessor
shall promptly notify the 

	


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


4










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.

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.

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.

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.

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.

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.

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.

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.

5









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.

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.

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:

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.

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.

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:

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;

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 

6










shall be increased for the rate of the applied
VAT, unless otherwise is provided for by the effective laws of the
Russian Federation. 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.

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.

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


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.

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 introducing changes to the construction
project and project of 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 changes of the construction project and
project of re-equipment of the emergency power-supply system of the
Building and compensation by the Lessee all document supported expenses
of the Lessor.

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 

7










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.

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.

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


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.

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.

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.

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 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.

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.

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


8










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.

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.

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.

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.

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


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:

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:

			
		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 Lessee’s address, the number of the
certificate of state registration, the date of its issue, 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;


9









			
		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;


			
		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 Lessee’s address, the number of the
certificate of state registration, the date of its issue, 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;


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.

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 

10










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.


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.

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.

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
EGRP*
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.

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.

	


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


11









		
	8. 	Security
Deposit


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 58,706.00 (fifty
eight thousand seven hundred six) Conventional Units.

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.

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.

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, 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.

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


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. If in
accordance with the effective Russian laws the Lessee is exempted from
the obligation to pay VAT, the Lessee shall provide the Lessor copies
of the documents confirming the Lessee’s tax status in a
reasonable time after receipt of the Lessor’s written
request.

		
	10. 	Refusal of Contract Execution.
Liability of the Parties


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 modification of the construction project
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.

12









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.

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);


			
		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.

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 

13










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.

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.

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 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.

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.

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.

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
if the Preliminary Contract with ZAO
‘‘CTC’’ will be terminated on the grounds
provided for in paragraphs 10.2 and 10.3 of the 

14










Preliminary Contract with ZAO
‘‘CTC’’. If the Lessee refuses to execute
the present Contract on the grounds provided for in this paragraph
10.9, (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.

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 if the Preliminary Contract with ZAO
‘‘CTC’’ will be terminated on the grounds
provided for in paragraph 10.4 of the Preliminary Contract with ZAO
‘‘CTC’’. If the Lessee refuses to execute
the present Contract on the grounds provided for in this paragraph
10.10, (1) the entire amount of the Security Deposit shall remain by
the Lessor and shall not be returned to the Lessee, and 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; (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.

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 if the Preliminary Contract with
ZAO ‘‘CTC’’ will be terminated on the
grounds provided for in paragraph 10.8 of the Preliminary Contract with
ZAO ‘‘CTC’’. If the Lessee refuses to
execute the present Contract on the grounds provided for in this
paragraph 10.11, (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.

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


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.

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

		
	12. 	Confidential
Information


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;


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


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


15









		
	13. 	Notices


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:


Moscow Representative Office of CTC Media, Inc.



15A, ul. Pravdy, Moscow, 125124,
Russia
(Россия, 125124,
г. Москва,
ул. Правды,
д. 15А)
Attention: Mr.  Lee  Sprague
(Ли Спрейг)

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.


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


The present
Contract contains:

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

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.

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.

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

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.

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.

16









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

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			The
Lessee:

Moscow Representative Office of
CTC Media,
Inc.
    
Legal Address:
12, 3rd Horoshevskaya
Ul., Moscow, 123298, Russia
    
INN 9909135763
KPP
773851001
	Requisites for payments in
Rubles:			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			Settlement Account No.
40807810738040000137
in OCB Tverskoye No. 7982/0741 of Sberbank of
Russia, Moscow
 Correspondent Account No.
30101810400000000225
BIK
044525225
	Signatures of
the Parties: 

    
On behalf of the Lessor:

    
[Signed]
                                                                        			    
    
On behalf of the Lessee:
    

[Signed]
                                                                        
	Name: Rasskazov Nikolay Nikolayevitch
 Position: General
Director
 SS
 [Stamp]			Name: Gikalo Stanislav
Aleksandrovitch
 Position: Head of Representative Office

SS

[Stamp]
	






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  9,  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  8,  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.

‘‘Preliminary
contract with ZAO “CTC’’ shall mean the
Preliminary contract on concluding contracts signed by the Lessor with
Closed joint-stock company ‘‘CTC Network’’
(Закрытое
акционерное
общество
«Сеть
телевизионных
станций»)
simultaneously upon signing hereof regarding other premises in the
Building, the construction area of which constitutes approximately
11,568 (eleven thousand five hundred and sixty-eight) square
meters.

‘‘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.

18









‘‘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.





				
	Lessor:			Lessee:
	 			 
	[Signed]			[Signed]
	Name:
Rasskazov Nikolay Nikolayevitch
Position: General
Director
SS
[Stamp]			Name: Gikalo Stanislav
Aleksandrovitch
Position: Head of Representative
Office
SS
[Stamp]
	






19















Schedule
No. 2

FLOOR PLANS OF THE PREMISES


Plan of
Floor 20 (20
этаж)


Appendix #
                   


To Contract #
               


Dated
                       ,
2006







The
area of the premises subject to lease = 268.34 sq.m.

20









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





				
	Representative
Office of CTC Media, Inc.
 Head of Representative Office

    
[Signed] S.A. Gikalo

[Stamp]			General Director
 LLC
‘‘Promyshlenno-finansovaya kompania’’

    
[Signed] N.N. Rasskazov

[Stamp]
	







Plan of Floor 26 (26
этаж)


Appendix #
                   


To Contract #
               


Dated
                     ,
2006







The area
of the premises subject to lease = 321.4 sq.m.

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





				
	Representative
Office of CTC Media, Inc.
 Head of Representative Office

    
[Signed] S.A. Gikalo

[Stamp]			General Director
 LLC
‘‘Promyshlenno-finansovaya kompania’’

    
[Signed] N.N. Rasskazov

[Stamp]
	






21









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.


22









		
	 	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.






				
	Lessor:			Lessee:
	 			 
	[Signed]			[Signed]
	Name:
Rasskazov Nikolay Nikolayevitch
Position: General
Director
SS
    
[Stamp]			Name: Gikalo
Stanislav Aleksandrovitch
Position: Head of Representative
Office
SS
    
[Stamp]
	






23















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).

24









		
	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
	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
	






25









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. Acoustic 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:

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.

26









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 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.

27









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).

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)


28









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.

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 fire0fighting 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;

29









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»).

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.

30









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

Tilets 150-250 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.

		
	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.

31









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.

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;


32









			
		• 	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.

13.3.    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.

13.4.    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.

33









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.


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.





				
	Lessor:			Lessee:
	 			 
	[Signed]
Name:
Rasskazov Nikolay Nikolayevitch
Position: General
Director
SS
[Stamp]			[Signed]
Name:
Gikalo Stanislav Aleksandrovitch
Position: Head of Representative
Office
SS
[Stamp]
	






34















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
 [Stamp]
 [Signed]
N.N. Rasskazov			

[Signed]
 Name:

Position:
     
    
SS

[Stamp]
	







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





		General
Contractor





		[                            ]





		Name:

Position:
 Date:




35















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 adjourning 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 determined by the job
instructions 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;


36









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


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






				
	Lessor:			Lessee:
	                                                                        			                                                                        
	[Signed]
Name:
Rasskazov Nikolay Nikolayevitch
Position: General
Director
SS
[Stamp]			[Signed]
Name:
Gikalo Stanislav Aleksandrovitch
Position: Head of Representative
Office
SS
[Stamp]
	






37















Schedule
No. 7
Lease Agreement Draft


Limited
Liability Company ‘‘Promyshlenno-finansovaya
kompania’’


And

Moscow Representative Office of

CTC MEDIA,
INC.


AGREEMENT ON LEASE OF
PREMISES

No [•]


in
the building located in

[•]

Moscow,
Russia

38















Exhibit
10.51

TABLE OF
CONTENTS






										
	1.			Subject-Matter
of the Agreement					40	







	2.			Use
of Premises					41	







	3.			Lease
Term; Transfer of Premises and Return of
Premises					45	







	4.			Rent,
Payments for Utility and Maintenance
Services					47	







	5.			Deposit					49	







	6.			Payments					50	







	7.			Provision
of Parking Places to the
Lessee					51	







	8.			Maintenance
and Repair of the
Premises					51	







	9.			Other
Rights of the
Lessor					55	







	10.			Insurance					55	







	11.			Rules
of the Building					56	







	12.			Registration of the
Agreement					57	







	13.			Termination
and Annulment of the
Agreement					57	







	14.			Language					59	







	15.			Force-Majeure					59	







	16.			Restriction of
Liability of the Parties under the present
Agreement					59	







	17.			Applicable
Law and Dispute
Resolution					59	







	18.			Confidential
Information					60	







	19.			Term of
Agreement					60	







	20.			Notices					60	







	21.			Miscellaneous					61	







	22.			Requisites
and Signatures of the
Parties					61	







	











							
	Schedule
1 List of Schedules					62	







	Schedule 2
Terms and Definitions					63	







	Schedule
3 Plans of Premises					68	







	Schedule 4
Rent					69	







	Schedule 5 List of
Maintenance Services					72	







	Schedule 6
Transfer Act					75	







	Schedule 7 Act on
Termination of the Lessee’s
Works					76	







	Schedule 8 Act on Return
of Premises					77	







	Schedule 9 Rules
for Conduction of the Lessee’s
Works					78	







	Schedule 10 Requirements
to the Building and Premises on the Building Start-up
Date					80	







	






39















The
present Agreement No. [•] (hereinafter referred to
as the ‘‘Agreement’’) is
executed in Moscow, Russian Federation on
[•][•] 20[•]
(hereinafter referred to as the ‘‘Execution
Date’’)
between:

		
	(1) 	the Limited Liability
Company ‘‘Promyshlenno-finansovaya
kompania’’
(Общество
с
ограниченной
ответственностью
‘‘Промышленно-финансовая
компания’’),
a legal entity organized and existing under the laws of the Russian
Federation, state registration certificate No. [•]
issued on [•][•]
20[•] by the Ministry on taxes and levies of the
Russian Federation, located at
[•][•], Moscow, represented by
[•] acting on the basis of [•]
(hereinafter referred to as the
‘‘Lessor’’), on the one
hand, and


		
	(2) 	Moscow Representative
Office of CTC Media, Inc., Certificate of registration in the Unified
State Register [•] dated
[•][•] 20[•],
located at [•], Moscow, represented by
[•] acting on the basis of [•]
(hereinafter referred to as the
‘‘Lessee’’), on the other
hand,


hereinafter jointly referred to as the
‘‘Parties’’ and separately
referred to as the
‘‘Party’’.

Terms and
Definitions used herein are contained in Schedule 2. Some terms for
purposes of convenience are also defined in the body text of the
present Agreement.

INTRODUCTION:

		
	(A) 	The Lessor owns the Building located
at [•], Moscow, Russian Federation of
[•] ([•]) sq.m. (the
‘‘Building’’),


		
	(B) 	The
Lessee wishes to rent the non-residential premises located partly on
the 20th and 26th floors.



NOW
THEREFORE the Parties have agreed as follows:

		
	1. 	Subject-Matter of the Agreement


The
Lessor shall lease to the Lessee the Premises consisting of the rooms
as indicated below in the schedule:





													
	Floor			Premise
Number			Room Number			Purpose of
Premises
(Rooms)			Area (sq.
m.)
	[•]			[•]			[•]			[•]			[•]
	[•]			[•]			[•]			[•]			[•]
	






of
[•] ([•]) sq.m. (hereinafter
referred to as the ‘‘Leased
Area’’) located partly on the 20th and
26th floors, and the Lessee shall lease the Premises from
the Lessor, pay the Rent in due time and perform all other obligations
provided hereby.

For purposes of identification the description
and the borders of the Premises are marked in green color on the copies
of the floor plans prepared by BTI (Technical Inventory Bureau) and
contained in Schedule  3.

As agreed by the Parties the
Rent, Payments for Utility and Maintenance Services and other payments
hereunder shall be calculated on the basis of the Leased Area and the
Leased Area of the Premises shall not be changed for purposes of
settlement throughout the Lease Term.

Registration of the
Lessor’s ownership right to the Building including the Premises
is confirmed by  [•].

The Lessor
represents and warrants that at the moment of execution of the present
Agreement the Premises are not disposed of, are not subject of any
litigation, are not under arrest or restriction, are not in trust
ownership or in lease or encumbered in favor of any third party other
than the Lessee. The Lessor warrants that on the Date of Agreement
Registration the Premises shall not be disposed of, be subject of any
litigation, be under arrest or restriction, be in trust ownership or in
rent or encumbered in favor of any third party other than the Lessee
and Mortgagee under the Mortgage Agreement [•]
entered on [•] between the Lessor and
[•] (hereinafter referred to as the
‘‘Mortgagee’’), and the
Lessee has received the 

40










corresponding notice of such Mortgage
Agreement. The Mortgagee’s notice of consent for execution
hereof shall be attached as Schedule 11. Entering into the present
Agreement the Lessee relies on the Lessor’s warrant contained in
this paragraph 1.5.


Agreement in Case of Change of the Owner
of the Building or Premises.


In case of change of:

			
		1.6.1. 	the Lessor hereunder;


			
		1.6.2. 	the Owner of the Premises and/or
the Building; or


			
		1.6.3. 	composition
of the direct shareholders of the Lessor existing on the date of
execution of the Agreement provided that such change of shareholders
leads to 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
Agreement regardless of whether such changes took place as result of
one or more transactions,


the Lessor shall give the
Lessee a written notice at least 30 (thirty) Business Days before such
changes take place. Hereby the Parties confirm that occurrence of the
events stated in this paragraph shall not entitle the Lessor, the owner
of the Premises or of the Building, direct shareholders or beneficial
owners of the Lessor’s company or other parties to amend or
terminate the present Agreement, however, the Lessee shall have the
right to disagree with the proposed changes by giving a written notice
stating the reason of disagreement not later than 10 (ten) Business
Days after receipt of the Lessor’s notice of the proposed
changes. If despite of the Lessee’s notice of disagreement such
changes take place the Lessee shall have the right to an early
unilateral refusal of execution and termination hereof by giving a
written notice to the Lessor. The Agreement shall be deemed terminated
on the date indicated in the notice given by the Lessee.

The
Lessor shall stipulate in every agreement in accordance with the
provisions of paragraph 1.6 hereof a provision that any new owner of
the Premises has to notify the Lessee about state registration of its
rights to the Premises.

Transfer of title to the Building
(including the Premises) or to the Premises to any Person, exercise by
any mortgagee of its right to satisfaction of the obligations
unfulfilled by the Lessor shall not constitute grounds for modification
of terms or termination hereof unless otherwise provided in the present
Agreement. The Lessee shall fulfill its obligations hereunder in favour
of OOO ‘‘Promyshlenno-finansovaya
kompania’’ as the Lessor, until the Lessee receives the
proofs of the rights of the new recipient of the Rent, Payments for
Utility and Maintenance Services or other payments hereunder or the
proofs of the new owner of the Premises.


Agreement on
Outside Advertising


The Lessee shall have the right to
place outside advertising in form of signboards or installations on the
roof of the Building (hereinafter — the
‘‘Outside Advertising’’).
The Lessee shall submit the dimensions and design of such Outside
Advertising for approval of the authors of the Building Project, the
Developer and the competent authorities of the city of Moscow. The
Lessee shall manufacture, install such signboard and receive all
necessary Approvals at its own cost. Maintenance, registration and
payment for electricity for functioning of the Outside Advertising
shall be at the Lessee’s cost. Additional lease payments for
placement of the Outside Advertising shall not be charged.

		
	2. 	Use of Premises



Authorized
Use


The Premises are granted to the Lessee for office use
and for conduction of principal production activity of the companies of
CTC Media Group including broadcast television complexes. Use of
Premises in accordance with the provisions of this paragraph shall be
referred hereinafter as the ‘‘Authorized
Use’’.

41









The Lessee shall be obliged from the Date
of Lease Beginning and till the date of return of the Premises to the
Lessor:

to use the Premises only within the limits of
the Authorized Use; not to change the Authorized Use without the
Lessor’s prior written consent;

to meet all
requirements of the legislative acts of the competent state authorities
and court decisions regarding the Premises.

The Lessee shall
comply with all legal standards and rules in connection with the use of
the Premises for the Authorized Use including safety regulations and
preventive fire-fighting regulations (including rules of personal
security for employees and visitors), sanitary, hygienic and ecological
standards and rules of public order.

The Lessee shall comply
with the Rules of the Building which (a) shall be previously approved
by the Lessee; (b) shall be brought to the Lessee’s notice in
writing and signed by the Lessee; (c) shall be binding for all lessees
in the Building; and (d) shall be applied by the Lessor to all lessees
in the Building. In case of any contradiction or inconsistency between
the provisions contained in the Rules of the Building and the
provisions hereof, the provisions hereof shall prevail.

The
Lessee shall have the right to use Places of Common Use together with
the Lessor and other lessees of the Building in accordance with their
purposes and the Rules of the Building. On a pay basis in accordance
with a separate agreement with the Lessor, the Lessee shall have the
right to use the hall on the ground floor of the Building, which
constitutes a part of the Places of Common Use, and the Territory for
business purposes including for advertising and information
purposes.

The Lessee shall have the right together with the
Lessor and other persons to whom the Lessor granted the same right to
connect to Engineering Networks, utility infrastructure and Equipment
installed in the Premises and serving them, and to use Engineering
Networks, utility infrastructure and Equipment installed in the
Premises and serving them. However, the Lessee shall not have the right
of access to the areas outside the Premises for these purposes unless
it is authorized by the Lessor. The Lessee shall treat carefully Places
of Common Use, Engineering Networks and Equipment. The Lessee shall not
use Engineering Networks and Equipment for purposes for which they are
not intended or exceeding their construction (project) capacity.


Assignment and Sublease


The Lessee shall be entitled
(a) to assign its rights and obligations hereunder (all or in part) to
the Lessee’s affiliated companies, and (b) to sublease the
Premises (all or in part) to the Lessee’s affiliated companies
without first obtaining the Lessor’s consent, and the Lessee
shall give the Lessor a written notice of any such assignment or
sublease within 14 (fourteen) business days from the execution date of
a sublease and/or assignment agreement and provide the Lessor with
certified copies of the agreements and charter documents of the
sub-lessees. In case of sublease and/or assignment the Premises shall
be used in accordance with the Authorized Use. If a written
confirmation of the Lessor’s consent is needed for purposes of
state registration of such sublease or assignment agreements, the
Lessor shall be obliged to provide a written confirmation of its
consent provided for in this paragraph at the Lessee’s first
request.


Engineering Networks


Throughout the
Lease Term the Lessor shall maintain Engineering Networks and/or
Equipment in the Building in working condition within the limits set
forth in the Acts of Balance Liability Division, and for this purpose
the Lessor shall have the right to control compliance by the Lessee
with the rules and conditions for their use provided for in the present
Agreement and in other acts.


The Lessor’s Access to
the Premises


Upon receipt of the Lessor’s prior
written request the Lessee shall grant the Lessor the access to the
Premises in presence of the Lessee’s representatives (the
‘‘Right of Access’’). In the written
request the Lessor shall indicate the date, time and terms of the
required access to the Premises which shall be 

42










approved by the Lessee, and subject to such
approval, such time may be any reasonable time within 5  Business
Days from the date of receipt of the written request by the Lessee. The
Lessee’s approval of the Lessor’s access shall not be
unreasonably delayed or refused. The Parties agree that the Lessor
shall exercise its Right of Access in such a manner as not to disturb
the Lessee and to ensure the Undisturbed Use of the Premises.

Subject to the above provisions, the Lessor shall have the right of
access to the Premises in accordance with the provisions below. The
Lessor’s Right of Access shall mean:

			
		2.10.1. 	the Right of Access to the
Premises of the Lessor’s representatives and employees,
employees and contractors of the Operating Organization or
representatives of the Moscow utility services;


			
		2.10.2. 	the Right of Access to the
Premises of the Lessor’s contractors/subcontractors for
technical maintenance of Engineering Networks and/or Equipment in the
Premises, conduction of repair works in the Premises and/or in the
Building if an access to the Premises is necessary for conduction of
such works;


			
		2.10.3. 	the Right of
Access to the Premises of the Lessor’s representatives for
demonstration of the Premises to potential buyers of the Building or of
the part of the Building including the Premises if the lessee under the
Lease Agreement with ZAO ‘‘CTC’’ has
refused to acquire the Building or the Premises and has not confirmed
its interest to such transaction with the affiliated person of such
lessee as it is provided for in paragraph 1.6. of the Lease Agreement
with ZAO ‘‘CTC’’;
and


			
		2.10.4. 	the Right of Access to
the Premises of the Lessor’s representatives for demonstration
of the Premises to potential lessees during last 6 (six) months of the
Lease Term, except when the Parties have agreed on extension of the
Agreement for a new term in accordance with Article 3 hereof.


General check-outs, technical maintenance and repairs.

			
		2.11.1. 	The Lessor shall have the Right
of Access to the Premises in order to control their condition,
conduction of maintenance and engineering works necessary to maintain
the Building, Places of Common Use and Premises in working condition or
to eliminate any defect in the Building or in any part of it, in Places
of Common Use and/or Premises and to fulfill any other obligations of
the Lessor in respect of maintenance of the Building, Places of Common
Use and Premises. Exercising the Right of Access to the Premises in
accordance with this paragraph, the Lessor shall have the right to take
the following measures:


			
		(i) 	inspection of the
Premises;


			
		(ii) 	examination of documents
regarding the Lessee’s Works conducted by the Lessee in the
Premises;


			
		2.11.2. 	In any of these
cases the Right of Access to the Premises shall be granted only after
agreement between the Lessor and the Lessee on the date, time and terms
of the requested access contained in the Lessor’s request which
the Lessee shall receive at least 3 (three) Business Days before the
proposed date of access, unless otherwise is agreed in writing by the
Parties.


Check-out of condition and repair of Engineering
Networks and Equipment.

			
		2.12.1. 	The
Lessor shall have the Right of Access to the Premises to control the
condition of Engineering Networks and Equipment installed in the
Premises, to control compliance with safety standards and rules and, if
necessary, to repair them.


			
		2.12.2. 	Check-outs and/or repair shall
be duly carried out by the Lessor’s authorized
representatives.


43









			
		2.12.3. 	In any
of these cases the Right of Access to the Premises shall be granted
only after agreement between the Lessor and the Lessee on the necessary
check-outs or repairs in the Premises and on the date, time and terms
of the their conduction contained in the Lessor’s request which
the Lessee shall receive at least 3 (three) Business Days before the
proposed beginning date of the check-out or repair, unless otherwise is
agreed in writing by the Parties.


Access in case of Emergency
Events.

			
		2.13.1. 	In case of Emergency
Events requiring immediate exercise of the Right of Access, the Lessor
shall be entitled to use the Right of Access to the Premises, subject
to a prompt notice of such actions to the Lessee.


			
		2.13.2. 	The Lessee shall provide the
Lessor in advance with contact telephone numbers and names of the
employees to be contacted by the Lessor for purposes of notification of
Emergency Events before entering the Premises. Lack of technical
possibility of the Lessor to contact promptly such employees of the
Lessee shall not constitute the ground for termination or any
restriction of any right of the Lessor provided for in sub-paragraph
2.13.1. hereof.


Other lessees of the Premises.

			
		2.14.1. 	If the Lessee does not exercise
the right to prolong the present Agreement in accordance with Article 3
hereof, the Lessor shall have the Right of Access to the Premises
during the last 6 (six) months of the Lease Term to demonstrate the
Premises to potential lessees.


			
		2.14.2. 	In this case the Right of Access
to the Premises shall be granted only after agreement between the
Lessor and the Lessee on the date, time and terms of the requested
access contained in the Lessor’s request which the Lessee shall
receive at least 3 (three) Business Days before the proposed date of
access, unless otherwise is agreed in writing by the Parties.



Throughout the Lease Term the Lessor shall have the Right of
Access to the Premises for purposes  of:

			
		2.15.1. 	demonstration of the Premises to
potential buyers in case of the Lessee’s refusal to acquire the
Building or the Premises provided for in paragraph 1.6;


			
		2.15.2. 	In this case the Right of Access
to the Premises shall be granted only after agreement between the
Lessor and the Lessee on the date, time and terms of the requested
access contained in the Lessor’s request which the Lessee shall
receive at least 3 (three) Business Days before the proposed date of
access, unless otherwise is agreed in writing by the Parties.




Undisturbed Use


The Lessee shall have the right
to use the Premises unimpeded and uninterrupted during the Lease Term
without any unreasonable interference in its activity, demands to leave
the Premises or other demands of the Lessor not provided for in the
present Agreement.


Information Indicator in the Hall on the
Ground Floor of the Building


The Lessee shall have the
right to include its company name as agreed with the Lessor into the
information indicator, common for all lessees of the Building and
situated in the central hall of the Building, by the Lessor and at the
Lessor’s cost.


Operating Organization


The
Lessor shall be obliged to render all services specified in Schedule 5
by itself or through the Operating Organization throughout the
Agreement Term.

The Lessor shall be entitled to change the
Operating Organization at any time, however, provided that the quality
of the Maintenance Services of the new Operating Organization will not
be worse and the range of rendered Maintenance Services will not be
reduced in comparison to the list of services contained 

44










in Schedule 5 hereto. In case of any change
of the Operating Organization the amount of the Maintenance Costs
specified in the present Agreement shall not be modified.

Using
the services of any Operating Organization the Lessor shall remain
responsible for provision of Maintenance Services to the Lessee.

		
	3. 	Lease Term; Transfer of Premises and Return
of Premises



Lease Term


The present Agreement is
concluded for a term starting on the Execution Date of the present
Agreement and of the Transfer Act (the ‘‘Date of Lease
Beginning’’) and ending upon expiration of 10 (ten)
years from the Date of Lease Beginning (the ‘‘Date of
Lease End’’). Period of time between the Date of
Lease Beginning and the Date of Lease End shall be hereinafter referred
to as the Lease Term or the Term.


Transfer of
Premises


The Lessor shall transfer the Premises to the
Lessee for lease purposes on the basis of the Transfer Act signed by
the Parties simultaneously with signing of the Lease Agreement in the
form specified in Schedule 6.


Return of Premises


Upon expiration of the term of the present Agreement (including the
Lease Term, early termination, unilateral refusal of performance
hereof) the Lessee shall return the Premises to the Lessor in good
condition subject to normal wear, free from any Equipment of the
Lessee, Separable Improvements and/or other property of the Lessee
and/or third Persons and without any material damage resulting from
such removal.

Return of the Premises shall be based on an act of
return of Premises executed in accordance with the form specified in
Schedule 8 hereto (‘‘Act of
Return’’) which the Parties shall sign on the
last day of the Lease Term or in any case of early termination hereof,
unilateral refuse of performance hereof not later than:

			
		3.4.1. 	the day when the present
Agreement was terminated by an agreement of the Parties or by a
unilateral request of one of the Parties in accordance with Article 13
hereof; or


			
		3.4.2. 	10 (ten) Business
Days from the date of effectiveness of the court decision on annulment
of the present Agreement.


If the Lessee returns the Premises in
condition not corresponding to the provisions of paragraph 3.3 hereof,
the Lessor shall prepare an estimate of expenditure on works necessary
to eliminate the defects in the Premises and/or to keep the
Lessee’s property left in the Premises and shall present such
estimate to the Lessee, and the Lessee shall compensate the amount
agreed by the Parties within 7 (seven) Business Days from the date of
return of the Premises to the Lessor.

If the Lessee does not
return the Premises to the Lessor in the manner established by the law
and provisions hereof on the last day of the Lease Term, or if the
Lessee continues to occupy all Premises or any part of them after
termination of the present Agreement, but subject to provisions of
paragraph 3.10.1 hereof, the Lessee shall pay the Lessor for the whole
period of delay in leaving the Premises a penalty in the amount equal
to the amount of the Lease Payment paid hereunder at the moment of
termination of the present Agreement for the period of delay in
returning the Premises or any part of the Premises in proportion to the
area of the Premises or any part thereof which was not returned to the
Lessor. Payment of such penalty shall not be deemed as prolongation of
the Lease Agreement, shall not grant any prolongation rights to the
Lessee and shall not be considered as extension of the Lease Term or as
beginning of the Extension Period.


Extension of the Lease
Term


Subject to a written notice to the Lessor at least 6
(six) months prior to the expiry of the Lease Term and subject to the
provisions of paragraph 3.8, the Lessor shall be entitled to extension
of the Lease Term 

45










hereunder for 10 (ten) years (hereinafter
— the ‘‘Extension
Period’’) on the same conditions of the present
Agreement except for (1) the Basic Lease Rate which shall correspond to
the market level of the lease rates for comparable premises and shall
be established in the manner specified in paragraph 3.8 hereof
(hereinafter — the ‘‘New Lease
Rate’’); (2) provisions on the amount of the Rent
for the first year of the Lease Term and (3) the Payment for Utility
and Maintenance Services which shall be equal to the payment for such
services charged in accordance with the agreements on lease of premises
in the Building concluded in that period of time.

The New Basic
Lease Rate shall mean an annual sum of money for 1 sq.m. of the Leased
Area of the Premises which shall be applied in accordance with the
terms of the lease agreements concluded in respect of premises in other
comparable with the Building business centers in Moscow, provided that
the principal terms of the compared lease agreements are comparable
with the principal terms of this Lease Agreement including proportion
of the area of the leased premises in the area of the building. Not
later than 1 (one) year before expiration of the Lease Term the Lessor
shall notify the Lessee in writing on the proposed New Basic Lease
Rate. Within 3 (three) months upon receipt by the Lessee the
Lessor’s notice, the Parties shall agree by way of negotiations
on the New Basic Lease Rate. If the Parties fail to agree on the New
Basic Lease Rate within three months after receipt of the
Lessor’s written notice by the Lessee, the Parties shall take
necessary measures and bear in equal parts the costs in this connection
to determine the New Basic Lease Rate not later than 7 months after
termination of the Lease Term with the help of independent experts of
international level in the sphere of commercial real estate. The New
Basic Lease Rate with the help of such independent experts shall be
determined as follows:

			
		3.8.1. 	each
Party appoints at its own discretion one of the companies considered
among experts of international level in the field of commercial real
estate in Moscow;


			
		3.8.2. 	the
companies appointed by the Parties in accordance with paragraph 3.8.1.
choose together a third company corresponding to the definition of an
expert of international level in the field of commercial real estate in
Moscow;


			
		3.8.3. 	each of three
companies appointed in accordance with paragraphs 3.8.1 and 3.8.2.
shall give its own estimate of the lease rate for the Extension Period
on terms stipulated in paragraph 3.7;


			
		3.8.4. 	the New Basic Lease Rate shall be
calculated as an arithmetic average of three lease rates determined in
accordance with paragraph 3.8.3.


If the Lessee agrees to prolong
the Agreement on the terms of the New Basic Lease Rate, the Parties
shall sign a corresponding additional agreement hereto or a new lease
agreement in the shortest possible time, but in any case not later than
three months before expiration of the Lease Term.

If the Lessee
does not agree to prolong the present Agreement for the Extension
Period on the terms of the New Basic Lease Rate:

			
		3.10.1. 	the Lessee shall have the right
to use the Premises during a period up to 6 (six) months after
expiration of the Lease Term. Such use of the Premises shall be deemed
as a unilateral prolongation of the present Agreement on the same terms
regarding the Lease Payments and other payments hereunder existing at
the moment of the Lessee’s decision not to prolong the present
Agreement for the Extension Period.


			
		3.10.2. 	the Lessor shall be entitled at
its own discretion to transfer the premises to any third person,
subject to the right granted to the Lessee in accordance with paragraph
3.10.1.


If the Lessee has not notified the Lessor of its
intention to prolong the present Agreement for the Extension Period in
time specified in paragraph 3.7 hereof, the Lessor shall be entitled to
enter into agreements of lease of the Premises with the third parties
for the term beginning after expiration of the Lease Term of the
Premises, subject to the right granted to the Lessee in accordance with
paragraph 3.10.1 hereof.


Particular Case of Early
Termination


The Lessee shall have the right to terminate
the present Agreement unilaterally without judicial recourse in respect
to all Premises or any part thereof at any time upon expiry of the
first 5 (five) years 

46










of the Lease Term, provided a written notice
was given to the Lessor at least 12 (twelve) months before such
termination date. The Lessee may use the right of termination in
respect of separate parts of the Premises provided for in this
paragraph an unlimited number of times.

		
	4. 	Rent, Payment for Utility and Maintenance
Services



Rent


The Basic Lease Rate shall be
617.76 (six hundred seventeen point seventy six) Conventional Units for
one square meter of the Leased Area per annum (plus VAT, if VAT is
applied under the Russian laws). The Basic Lease Rate shall not be
modified throughout the Lease Term.

The Rent shall be calculated
during the Lease Term in accordance with Schedule 4 hereto. The Rent
shall be charged on a monthly basis starting from the Date of Lease
Beginning and ending on the Date of Lease End.

The Lease Payment
to be paid by the Lessee every month throughout the Lease Term for
every full month of the Lease Term shall be the sum equal to 1/12 (one
twelfth) of the annual Rent and shall be calculated in accordance with
Part I of Schedule 4 hereto.

The First Lease Payment in amount
equal to [•] ([•]) Conventional
Units for the period from the Date of Lease Beginning till the end of
the calendar month in which the Date of Lease Beginning occurred shall
be paid within 5 (five) Business Days from the Date of Lease
Beginning.

Later on the Lessee shall pay the rent in advance on
a monthly basis in the amount of the corresponding Lease Payment
determined in accordance with paragraph 6 hereof.

The Lease
Payment for every incomplete month shall be calculated in proportion to
the actual number of days during which the Premises were used.

The Rent shall include payments for use of the Premises on terms of
the present Agreement and shall not include:

Payments
for Utility and Maintenance Services;

Compensation of
Electricity Charges;

Payment for Parking.

The
Lessee shall not be liable for payment by the Lessor of income tax, tax
on property or land relating to the Building or to the piece of land
where the Building is located and of any other similar taxes or duties
to be paid by the Lessor under the Russian laws, and the Lessor may not
demand any modification of the Basic Lease Rate in connection with
modification of the above indicated or any other taxes or duties or
with introduction of any new taxes or duties.


Payments for
Utility and Maintenance Services


Payments for Utility and
Maintenance Services shall constitute payment for rendering by the
Lessor in favour of the Lessee throughout the Lease Term of Maintenance
Services specified in Schedule 5 hereto and compensation of the costs
of Utility Services specified in Schedule 5 hereto, except for charges
for electricity actually consummated by the Lessee, which will be
compensated in accordance with the provisions of paragraphs 4.17
— 4.20 hereof.

In accordance with the provisions of Art.
313 of the Civil Code of the Russian Federation the Lessor shall be
entitled to entrust an Operating Organization with performance of its
obligation to render Maintenance Services to the Lessee, however, the
Lessor shall be liable for any default or undue performance by the
Operating Organization of the above obligations.

The amount of
Payments for Utility and Maintenance Services to be paid by the Lessee
during the first year of the Lease Term shall be 2,754 (two thousand
seven hundred fifty four) Rubles per 1 (one) sq.m. of the Leased Areas
of the Premises per annum. The amount of Payments for Utility and
Maintenance Services to be paid by the Lessee during the rest of the
Lease Term shall be calculated in accordance with Part II of Schedule
4.

47









The Lessee shall pay for Utility and
Maintenance Services in advance on a quarterly basis in equal amounts
in accordance with the provisions of Article 6 hereof.

The first
payment for the Utility and Maintenance Services for the period
starting from the Date of Lease Beginning till the end of the calendar
quarter, during which the Date of Lease Beginning occurred, shall be
maid by the Lessee in advance not later than 5 (five) Business Days
from the Date of Lease Beginning.

The Lessee shall pay for
Utility and Maintenance Services from the Date of Lease Beginning till
the date of the actual return of the Premises to the Lessor in
accordance with the Act of Return.


General Conditions of
Rent Payment and Payments for Utility and Maintenance Services


The Lessee shall pay the Rent and for Utility and Maintenance
Services as follows: (1) the Rent shall be paid monthly in advance not
later than the 5th (fifth) day of the paid calendar month
(the ‘‘Payment Date’’) on the basis of the
corresponding invoice received from the Lessor at least 10 (ten)
Business Days before the Payment Date; (2) the Lessee shall pay for
Utility and Maintenance Services in advance every three calendar month
not later than the 5th (fifth) day of the first month of the
paid calendar quarter on the basis of the corresponding invoice
received from the Lessor at least 10 (ten) Business Days before the
5th (fifth) day of the first month of the paid calendar
quarter. Unless otherwise provided by law, the present Agreement or
other additional agreements of the Parties, the payments shall be made
in full amount without any deductions, off-sets, including relating to
withholding of existing or future taxes, duties, fees and other
charges.

Monetary amounts to be paid as the Rent and for Utility
and the Maintenance Services shall be charged off from the
correspondent account of the Lessee’s bank not later than the
corresponding Settlement Date.


Compensation of Charges for
Electricity Actually Consummated by the Lessee in the Premises


The Lessee shall compensate to the Lessor on a monthly basis 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
[•] 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 the duly executed invoice from the
Lessor. The Lessee shall have the right to request from the Lessor the
documents relating to calculation of the Compensation of Electricity
Charges within 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, and the
Lessee shall be entitled not to pay until receipt of such
documents.

In case of any change of the electricity rates the
Lessor shall inform the Lessee on such changes within 5 (five) Business
Days after the Lessor became aware of such changes.

The
Compensation of Electricity Charges shall be charged and paid by the
Lessee starting from the Date of Lease Beginning till the date of
actual return of the Premises to the Lessor in accordance with the Act
of Return.


Impossibility of Access to the Premises


If (a) the Lessor is deprived of the access to the Building and/or
Premises or (b) the significant part of the Premises becomes unsuitable
for use by the Lessee in accordance with the Authorized Use as result
of (i) repeating and/or continuing interruptions (with duration over 24
(twenty four) consecutive hours) in the electricity, heating,
ventilation, water supply and/or canalization systems which disturb the
Lessee’s use of the Premises during the Working Hours of the
Lessee, or (ii) any other events or actions resulting from any action
or failure to act of the Lessee, its employees, representatives, agents
or (sub−) 

48










contractors, the Lessee shall be entitled to
a proportional reduction of the Rent and the Payments for Utility and
Maintenance Services, until the Premises are not completely suitable
for use. Reduction of the Lessee’s payments in accordance with
this paragraph shall be in proportion to the part of the Premises to
which the Lessee is deprived of access or which is unsuitable for use
by the Lessee in accordance with the Authorized Use. If the events
resulting in the Lessee’s deprivation of access to the Premises
or to any part thereof last for more than 7 (seven) consecutive
Calendar Days, the Lessee shall be entitled (1) to a proportional
reduction of the Rent and Payments for Utility and Maintenance Services
for the whole period of time during which it can not use the Premises
in accordance with the provisions hereof, or (2)  to refuse
unilaterally the performance of the present Agreement by giving a
written notice to the Lessor if such events continue for more than 30
Calendar Days.


Destruction


If the Premises
and/or the Building are destructed or damaged entirely or partly to the
extent that such damage impedes the use of the Premises in accordance
with the Authorized Use, the Lessee shall be entitled to a proportional
reduction of the Rent and Payments for Utility and Maintenance Services
and of any other payments to be paid by the Lessee hereunder from the
date of such destruction or damage till the moment when the Premises
and/or the Building are brought into the due condition corresponding to
the condition on the execution date of the present Agreement. Reduction
of the Lessee’s payments in accordance with this paragraph shall
be in proportion to the part of the Premises which the Lessee can not
use as result of such destruction or damage. If the events resulting in
the Lessee’s deprivation of access to the Premises or to any
part thereof continue for more than 7 (seven) consecutive Calendar
Days, the Lessee shall be entitled (1) to a proportional reduction of
the Rent for the whole period of time during which it can not use the
Premises in accordance with the provisions hereof, or (2) to refuse
unilaterally the performance of the present Agreement by giving a
written notice to the Lessor if such events continue for more than 30
(thirty) Calendar Days.


General Payment Terms under the
present Agreement


The Lessor may not demand from the Lessee
any other payments in connection with the present Agreement except for
those provided for in the present Agreement.

For avoidance of
any misunderstanding, the Rent and Payments for Utility and Maintenance
Services shall not be increased as result of the Lessor’s
performance of the Lessor’s obligation of capital repairs of the
Building stipulated in paragraph 8.13 hereof.

		
	5. 	Deposit


The deposit made by the
Lessee hereunder (hereinafter — the
‘‘Deposit’’) shall mean an
amount equal to 58 706 (fifty eight thousand seven hundred six)
Conventional Units.

The Deposit shall be a security for
performance of the Lessee’s obligation to pay the Rent, Payments
for Utility and Maintenance Services and payment of the penalty
stipulated by the provisions hereof.

The Deposit shall not be
changed if the Lessee exercises its rights provided for in paragraphs
1.10 and 3.12 hereof.

The Parties agree that the Lessee’s
obligation to pay the Deposit hereunder shall be set off with the
Security Deposit paid in accordance with the terms of the Preliminary
Agreement on Contracts Conclusion executed by the Parties on
[•][•]
20[•].

The Lessor shall return to the Lessee
the Deposit or a lesser amount received from the Lessee within 30
(thirty) Business Days after termination of the Agreement in accordance
with the provisions of Article 13 hereof, but not before the execution
of the Act of Return by the Parties. The payments shall be effectuated
in Rubles at the exchange rate of the Central Bank established on the
Payment Date of the Deposit return.

The Parties agree that the
Deposit shall be set off with the Lease Payments for the last two
months of the Lease Term in cases provided for in the present
Agreement.

49









In case if:

the Lessee
does not fulfill in due time and/or in due manner any of its
obligations specified in the second part of paragraph 5.1 hereof, the
Lessor shall be entitled to demand to cure the default in connection
with the failure to fulfill the Lessee’s obligations by giving a
notice of such default (‘‘Default
Notice’’).

If the Lessee fails to cure the
default specified in the Default Notice (the ‘‘Event of
Default’’) within 3 (three) Business Days after receipt
of the Default Notice, the Lessor shall be entitled to withhold from
the amount of the Deposit the amount of money due to the Lessor in
connection with the Event of Default in the following manner:

The Lessor shall give the Lessee a notice of set-off
requiring to pay the amount of the debt relating to the Event of
Default (hereinafter these amounts are referred to as
‘‘Withholding Amount from the
Deposit’’).

If the Lessee fails to pay
the Withholding Amount from the Deposit to the Lessor within 3 (three)
Business Days after receipt of the set-off notice, then the Lessor at
its discretion shall withhold a part of the Deposit equal to the
Withholding Amount from the Deposit.

If the Lessor decided to
withhold the Deposit (a part thereof) in accordance with the provisions
of the previous paragraph 5.6 hereof, the Lessor shall give to the
Lessee a written notice on the effectuated withholding and shall issue
to the Lessee a corresponding invoice to recover the withheld amount of
the Deposit within 10 (ten) Business Days after the date of
withholding. The Lessor’s notice shall contain calculation of
the Withholding Amount from the Deposit, motivation of withholding on
the date of withholding. In each case of withholding of any part of the
Deposit the Lessee shall recover the amount of the Deposit specified in
paragraph 5.1 by transferring to the Lessor the withheld amount within
10 (ten) Business Days after receipt by the Lessee of the
Lessor’s corresponding invoice for recovery of the withheld
amount of the Deposit.

No interest shall be accrued on the
Deposit.

		
	6. 	Payments



General
Provisions


All amounts hereunder shall be paid in Rubles on
the basis of invoices duly issued and delivered to the paying Party.
The Lease Payments shall be effectuated in amounts equal to the amounts
in Conventional Units at the Exchange Rates of the Central Bank of the
Russian Federation on the Payment Date.

All payment hereunder
shall be by cashless settlements.

Each Party may change its bank
account for receipt of payments hereunder by giving a corresponding
notice to the other Party at least 20 (twenty) calendar days before
these changes come into force.

The paying Party shall also pay
all bank charges due to the bank in connection with the payments
hereunder, except for charges of the receiving bank which shall be paid
by the Party receiving the payment.

All payments hereunder shall
be deemed effectuated by a Party and received by the other Party on the
date when the payment amount is written off from the correspondent
account of the paying Party’s bank.

In all events of
payments hereunder the paying Party shall present at the request of the
receiving Party an evidence of the money transfer in form of a copy of
the payment order with the bank’s receipt note and such copy
shall be certified by the paying Party.


VAT


In
addition to the amounts of Lease Payments, Payments for Utility and
Maintenance Services and other payments of the Lessee in accordance
with the provisions hereof, requirements of the Russian tax


50










laws, the Lessee shall pay VAT if such VAT
is applied in accordance with the Russian laws. If in accordance with
the effective Russian laws the Lessee is exempted from the obligation
to pay VAT, the Lessee shall provide the Lessor copies of the documents
confirming the Lessee’s tax status in reasonable time after
receipt of the Lessor’s written request.


Penalty in
Case of Delay in Performing a Monetary Obligation


The
Lessor shall have the right to demand the payment of a penalty
(interest) in the amount of 0.15% of the amount of the defaulted
payment obligation for each day of delay in payment of any amounts to
be paid by the Lessee and not duly paid in accordance with the
provisions hereof, provided that the Lessor has given to the Lessee a
written notice of the default and a possibility to cure the default
within 5 (five) Business Days after receipt of the corresponding
notice. The penalty shall be charged from the first day of delay till
the date of full payment of these amounts but in any case it can not
exceed 10 (ten) per cent of the defaulted amount. The Penalty shall be
paid in the basis of an invoice issued by the Lessor and within 10
(ten) days after receipt of the corresponding invoice by the
Lessee.

The Lessee shall have the right to demand the payment of
a penalty (interest) in the amount of 0.15% of the amount of the
defaulted payment obligation for each day of delay in payment of any
amounts to be paid by the Lessor and not duly paid in accordance with
the provisions hereof, provided that the Lessee has given to the Lessor
a written notice of the default and a possibility to cure the default
within 5 (five) Business Days after receipt of the corresponding
notice. The penalty shall be charged from the first day of delay till
the date of full payment of these amounts but in any case it can not
exceed 10 (ten) per cent of the defaulted amount. The Penalty shall be
paid in the basis of an invoice issued by the Lessee and within 10
(ten) days after receipt of the corresponding invoice by the
Lessor.

		
	7. 	Provision of Parking Places to
the Lessee


		
	7.1. 	The Lessor shall
provide the Lessee a possibility to use parking places located at the
underground parking of the Building
(‘‘Parking’’) in quantity
determined by the Lessee’s necessities, but not exceeding the
Maximum Number of Places as specified below, in accordance with the
Parking Agreement to be signed by the Parties together with the present
Agreement.


The maximum number of places granted to the
Lessee by the Lessor under the Parking Agreement shall be 8 (eight)
places (hereinafter — the ‘‘Maximum Number
of Places’’). The exact price of the
Lessor’s services under the Parking Agreement shall be
determined after the Lessee decides on the exact number of parking
places consisting of fixed and non-fixed parking places, and:

the Lessee may use not more than 3 (three) 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;

the Lessee may use not more than 5
(five) places, for use of which 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 will be charged, provided that for each unused place on
the 2nd floor of the Building the Lessee shall have the
right to use one additional place on the 3rd and
4th floors.

		
	8. 	Maintenance and
Repairs of the Premises


Throughout the Lease Term the Lessee
shall maintain the Premises in good condition subject to normal wear,
providing their normal operating in accordance with the Authorized Use
and sanitary standards and preventive fire-fighting regulations.


The Lessee’s Obligations


The Lessee shall be
obliged:

to maintain the Premises, the Lessor’s
Equipment and other property located in the Premises clean, in working
and safe condition and in accordance with rules and regulations applied
to the 

51










Authorized Use of the Premises including
sanitary and hygienic standards, preventive fire-fighting and technical
safety measures;

to fulfill all obligations under the
laws applied to the Premises and to the activities conducted in the
Premises in accordance with the Authorized Use;

to
prevent any discharge outside of the Premises of any smells,
exhalations, vibrations, noises and temperature variations originating
from the Premises;

not to use in accordance with the
Authorized Use and for purposes of storing of its property in the
Places of Common Use, Territory and evacuation passages being a part of
the Premises;

to inform promptly the Lessor of all
events or received notices, orders, requirements or indications and all
events which may damage the Lessor’s interest relating to the
Premises and/or the Building as soon as the Lessee becomes aware of
them;

not to bring, to place in the Building and to
transfer using the Building’s elevators any objects which may,
due to their nature, quantity or weight, damage the Premises or the
Building or cause overweight of elevators, electricity networks or
other utility infrastructures of the Premises or the Building;

to conclude a contract with the Operating Organization on
services for technical control over the Lessee’s Works, if such
Lessee’s Works affect:

			
		(i) 	any structural components of the
Building, and/or


			
		(ii) 	any furnishing
elements, Equipment and Engineering Networks of the Building, for
operation and maintenance of which the Lessor is responsible.


The cost of such services of technical control shall not
exceed:

			
		(i) 	7 (seven) per cent of
the budget of the Lessee’s Works specified in sub-paragraph (1)
of this paragraph;


			
		(ii) 	3 (three)
per cent of the budget of the Lessee’s Works specified in
sub-paragraph (2) of this paragraph.


The Lessee shall be obliged
duly, by its own means and at its own cost:

to
take measures necessary to maintain the Premises in accordance with
sanitary standards and preventive fire-fighting regulations to the
extent these measures and activities are not included into the list of
Maintenance Services. In particular, the Lessee shall clean the
Premises, place wastes and garbage into appropriate containers and
other places indicated by the Lessor and maintain the Premises clean,
in working and safe condition;

to effectuate
current repairs of the Premises to the extent reasonably necessary for
maintenance of the Premises in normal condition;

within the limits set forth by the Acts on
Division of Balance Responsibility, to maintain the Lessee’s
Equipment in technically good condition and to provide for its
uninterrupted operation and maintenance and repair of defects,
consequences of accidents, faults and damages in the Premises, and when
necessary to exchange the Lessee’s Equipment. The Lessor shall
not be liable in any case for condition of the Lessee’s
Equipment, except when the Lessee’s Equipment was damaged as
result of any action and/or failure to act of the Lessor or the
Lessor’s agents, contractors or other invited persons;

in cases provided for by the effective laws, to
organize and provide for periodic trainings of employees on safety
rules, preventive fire-fighting regulations, civil defense, prevention
and liquidation of emergencies and other rules.


Improvements


The Lessee may not change in any way
any structural components of the Premises and/or the Building or
effectuate any replanning, repair or other works in the Premises
without first obtaining a 

52










written Approval of the Lessor and
Authorization of the competent State Authorities if it is required by
the effective laws, except for urgent repair works in case of Emergency
Events and the Lessee’s Works for which the Lessor’s
Approval was received.

The Lessee shall have the right to
reconstruct, replan, reequip the Premises, change, add or improve the
Premises subject to the prior written Approval of the Lessor and
provided that the Lessee at its own cost and by its own means shall
duly receive all necessary approvals of the replanning project and
shall present all necessary information and documents to BTI (Technical
Inventory Bureau) for entering the necessary changes in the
Building’s technical passport and shall provide the Lessor with
all documents necessary to receive a new registration certificate for
the Lessor’s ownership right to the Building.


Inseparable Improvements.    Before signing the Act of
Return Inseparable Improvements shall be the Lessee’s property,
shall be used and accounted for by the Lessee who bears the risk of
accidental destruction and/or damage of Inseparable Improvements. Upon
termination of the Lease Term the ownership right to Inseparable
Improvements shall be transferred to the Lessor, and the Lessee may not
demand any compensation of the cost of Inseparable Improvements. If the
Lessee exercises its right of prolongation in accordance with paragraph
3.8 hereof, the ownership right to Inseparable Improvements shall be
transferred to the Lessor upon expiration of the Extension Period.


Separable Improvements.    All Separable Improvements
shall be the Lessee’s property and shall be removed from the
Premises by the Lessee and at its cost till the end of the Lease
Term.


Contractors


The Lessee shall have the
right to hire Contractors to effectuate works in the Premises without
any approval of the Lessor.


The Lessor’s
Obligations


The Lessor shall provide conditions for
unlimited and uninterrupted use of the Premises in accordance with the
Authorized Use including rendering of the Maintenance Services
specified in Schedule 5, and the Lessor shall enter into corresponding
agreements with the Moscow Utility Service for provision of Utility
Services in the Building and in the Premises throughout the Lease Term
and fulfill them in bona fide including due and full payment for such
Utility Services. The Lessor shall not be liable for quality defects
and delay in rendering the Utility Services by the Moscow Utility
Services, unless default by any of the Moscow Utility Services was
caused by the Lessor’s and/or Operating Organization’s
fault.

Without prejudice to the Lessee’s right to reduce
the amounts of payments due to the Lessor under paragraph 4.21
(Impossibility of Access to the Premises) and/or paragraph 4.22
(Destruction) and/or the Lessee’s right to terminate the present
Agreement in accordance with paragraph 13.6, the Lessor shall not be
liable to the Lessee in the following cases:

if any
damage is caused to the Lessee as result of actions of the Moscow
Utility Services;

if damage is caused as result of
exceeding by the Lessor of the electricity network load and heating and
water supply network loads over the maximums indicated the
Lessor’s Working Project;

if damage is caused as
result of interruptions in water or electricity supply caused by the
actions of the Moscow Utility Services;

in any case,
provided that any such event has not occurred as result of the
Lessor’s action and/or failure to act.

At the same time
the Lessor shall seek to avoid the events or to prevent the events or
consequences of the events specified in subparagraphs 8.10.1-8.10.3
hereof. The Lessor shall take all possible measures to resume provision
of the above indicated services and shall resume provision thereof
immediately after termination (elimination) of such events preventing
provision of such services.

The Lessor shall apply in the
Building safety measures similar to safety measures applied in similar
buildings in Moscow. The Lessor shall not be liable for safety systems
installed by the Lessee in the 

53










Premises and for any damage caused to the
Premises or to the property in the Premises by the actions of any third
parties, unless such damage was caused as result of any actions and/or
failure to act of the Lessor or the Lessor’s agents, contractors
or invited persons.

The Lessor shall maintain the Building in
the condition appropriate for its rent and shall effectuate current
repairs of the Building and shall effectuate at its own cost and by its
own means capital repairs of bearing structures of the Building, roof,
foundation, basement, facades, Places of Common Use, Engineering
Networks and Equipment. In doing this the Lessor shall make every
effort to reduce inconveniences caused to the Lessee by the works
effectuated in the Building and shall take all necessary measure to
avoid damaging the Premises and the Lessee’s property.

If
there is a necessity to carry out repair works in the Premises or in
any part of the Building adjoining the Premises, the Lessor shall
coordinate with the Lessee duration and terms of such repair works in
order to avoid or minimize interruption of the Lessee’s work in
the Premises. In case of any forced interruption in the Lessee’s
work caused by such repair works, all payments of the Lessee hereunder
shall not be charged and shall not be paid by the Lessee for the period
proportional to the number of days of the forced interruption in the
Lessee’s work, unless such repair works are carried out due to
the damage caused by the Lessee’s fault. The Lessee shall give
to the Lessor in due time a notice on such forced interruption in the
Lessee’s work for the above indicated reasons.

If any of
the Parties does not perform its obligation to repair and maintain in
good condition the Premises and the Building, the other Party may by
its own means and at its own cost effectuate such repair works and
eliminate any damage resulting from accidents, failures and defects. In
this case all reasonable expenses of such Party to effectuate such
works shall be compensated by the Party responsible for due conduction
of corresponding repair works hereunder and incapable to fulfill its
obligations. Both the Lessor and the Lessee shall compensate each other
all reasonable and document supported expenses on repair works incurred
by the corresponding Party within 10 (ten) Business Days after receipt
by the paying Party the corresponding invoice and pro-forma from the
receiving Party.

If any works must be conducted in respect of
the Building or the Premises, the Lessee shall not demand from the
Lessor to reduce the Rent and/or Maintenance Costs as indemnification
for damages or to pay any compensation, if conduction of such works
does not disturb the Lessee’s use of the Premises.

The
Lessee understands that during the Lease Term repair work may be and
will be conducted in other premises/parts of the Building, and the
Lessor shall take all possible measures to ensure that such repair
works do not cause any inconvenience to the Lessee and are conducted in
accordance with the Rules (Schedule 9 hereto).

Telecommunications. The Lessee shall be entitled to conclude a
separate agreement for provision of communication services in the
Premises (Building) with any Network Operator.

The Lessor shall
render Maintenance Services and manage the Building to ensure that
throughout the Lease Term (1) the following characteristics of the
Building correspond to the corresponding characteristics of real estate
objects which are class A business centers in accordance with
parameters and estimates applied by the leading real estate companies
in the Moscow real estate market: safety of the lessees and visitors in
the Building, appearance of the Building and adjoining territory,
design of the Building and Public places, the lessees’
composition (respectable Western and Russian investment, finance,
insurance, consulting firms and companies and principal offices of big
Western and Russian industrial enterprises and companies, provided that
such principal offices are used only for representative purposes),
image and good name of the Building in the real estate market,
competence of the managing company and other characteristics which the
leading real estate companies in Moscow will consider as significant
for classification of a real estate object as of class A; and (2)
technical characteristics of the Building agreed by the Parties in
Schedule 10 hereto are not impaired.

The Lessor shall provide in
the Building throughout the Lease Term continuous work of a canteen and
a café for the lessees’ employees not later than 2 (two)
months after the date of the Certificate of the Lessor’s
ownership right to the Building.

The Lessor shall provide in the
Building throughout the Lease Term continuous work of a
conference-hall, first-aid post, car-wash not later than 1 (one) month
after the date of the Certificate of the Lessor’s ownership
right to the Building.

54









The Lessor shall provide in the Building
throughout the Lease Term continuous work of a branch bank as soon as
possible after the date of the Certificate of the Lessor’s
ownership right to the Building.

		
	9. 	Other
Rights of the Lessor


		
	9.1 	Subject to
the provisions of the present Agreement on the Rights of Access and
Undisturbed Use, the Lessor shall have the right to conduct any repair
works, reconstruction, capital repairs and other works in other
premises of the Building not being a part of the Premises or Places of
Common Use and to authorize any third parties to conduct such works
necessary to maintain or modernize the above objects, to eliminate or
prevent any damage or destruction or to bring the Building and the
adjoining Territory in the condition corresponding to the purpose and
nature thereof including modification, renovation or change of
Equipment or Engineering Networks and modification of planning,
furnishing or design of the Building and the adjoining Territory and to
reconstruct the Building at its own discretion, provided that as result
of such Lessor’s actions the quality and quantity of the
Maintenance and Utility Services in favor of the Lessee shall not be
interrupted or reduced. Conduction of such works shall not be
coordinated with the Lessee, unless such works affect the
Lessee’s use of the Premises in accordance with the Authorized
Use. The Lessor shall take all possible measures to ensure that such
works do not cause any inconvenience to the Lessee and are conducted in
accordance with the Rules (Schedule 9 hereto).


		
	10. 	Insurance


		
	10.1 	The Lessee shall insure at its own
cost its civil liability which may arise as result of the
Lessee’s Works in the Premises conducted by the Lessee or any
person authorized by the Lessee and as result of holding and using of
the Premises and Places of Common Use by the Lessee, and the limit of
civil liability for damage caused to life and/or health shall not be
less than 1 000 000 (one million) US dollar and the limit
of civil liability for damage caused to the third parties property
shall not be less than 200 000 (two hundred thousand) US
dollars.


The Lessee shall provide the Lessor with a
copy of an insurance police certified by the Lessee’s stamp and
confirming the Lessee’s compliance with the provisions of the
first part of this paragraph not later than 10 (ten) Business Days
after the Date of the Lease Beginning. If a notarized copy of the
insurance contract (insurance police) confirming the insurance of the
Lessee’s civil liability is not presented to the Lessor in the
specified period, the Lessor shall be entitled to insure the
Lessee’s risks specified in the first part of this paragraph by
concluding an insurance agreement with an insurance company at its
discretion. The Lessee shall pay the expenses incurred by the Lessor in
connection with such insurance within 10 (ten) Business Days after
presentation by the Lessor of the corresponding written request and
receipt by the Lessee the corresponding invoice from the Lessor.

		
	10.2 	The Lessee shall provide property
damage insurance relating to the Lessee’s furnishing in the
Premises including all Separable and Inseparable Improvements against
all damage or destruction risks. The Lessee shall provide the Lessor 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 the first part of this paragraph
within 10 (ten) Business Days after the Date of the Lease Beginning and
receipt of the Lessor’s request. If a notarized copy of the
insurance contract (insurance police) confirming insurance of the
Lessee’s property liability in accordance with this paragraph is
not presented to the Lessor in due time, the Lessor shall be entitled
to insure the Lessee’s risks specified in the first part of this
paragraph by concluding an insurance agreement with an insurance
company at its discretion. The Lessee shall pay the expenses incurred
by the Lessor in connection with such insurance within 10 (ten)
Business Days after presentation by the Lessor of the corresponding
written request and receipt by the Lessee the corresponding invoice
from the Lessor.


		
	10.3 	Hereby the
Parties agree that insurance agreements provided for in paragraphs 10.1
and 10.2 of this Article (hereinafter — the
‘‘Insurance Agreements’’) shall cover
‘‘all risks’’ usually insured with respect
to similar objects. The Lessee shall not act or fail to act so that any
of the Insurance 


55









		
	 	
Agreements specified in this paragraph
(insurance polices) will become invalid or 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 to pay any increase
of the insurance police, and the Lessee shall inform the Lessor of
occurrence of any insurance event covered by the Insurance Agreement
and of any other events on which insurance companies shall be
notified.


		
	10.4 	Insurance compensation
paid to the Lessee shall be immediately used by the Lessee to restore
the furnishing 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.


		
	10.5 	The Lessor shall provide at its own
cost and maintain throughout the Lease Term 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.


		
	10.6 	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 10.5 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 insurance premiums will be
increased. The Lessor shall comply in all material aspects with the
provisions of the Insurance Agreements and with all reasonable
requirements of the insurance companies.


		
	10.7 	If the Building or any part of the
Building was damaged or destructed as result of the events against
which the Lessor is obliged to conclude insurance agreements in
accordance with paragraph 10.5 hereof, the Lessor shall restore those
parts of the Building which were damaged or destructed in reasonable
time.


		
	10.8 	The Parties agree to
conclude insurance agreements provided for in this Article 10 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 10.1, 10.2 and 10.5 hereof shall be concluded by the Parties
with the condition that the insurance companies refuse their rights to
take recourse actions against the wrongdoers.


		
	11. 	Rules of the Building


The Rules of
the Building determine the rules how to use and access to the Places of
Common Use. The Lessee shall comply with the Rules of the Building,
provided that such Rules may not infringe the Lessee’s right
granted by the present Agreement.

The Lessor shall guarantee to
the Lessee that irrespective of any changes in the Rules of the
Building:

the Lessee’s employees shall have
access to the Premises 24 hours a day and 7 days a week on the basis of
special permits;

the Lessee’s visitors shall
have access to the Premises on the basis of permits during the
Lessee’s Working Hours;

the Lessee’s
employees shall have the right to bring into the Premises and take out
of the Premises materials and office equipment in accordance with the
Rules of the Building.

The Lessor reserves the right to prohibit
or restrict the access to the Building, Premises or Territory of the
Lessee’s employees or visitors in case of any Emergency Event in
the Building or in the Premises — for the period of duration of
such Emergency Event.

56









The Lessor reserves the right to prohibit
or restrict the access of the Lessee’s visitors violating the
effective laws to the Building, Premises or Territory, subject to an
immediate notice to the Lessee.

The Lessor reserves the right to
charge a fine to the Lessee for violating the Rules of the Building in
the amount provided for in these Rules and provided that such fines
shall be equally applied to all lessees of the premises in the
Building.

The Lessee shall provide the Lessor within 7 (seven)
Business Days from the Date of Lease Beginning with the information on
the Lessee’s employees necessary to issue permits to the
Building.

		
	12. 	Registration of the
Agreement


The present Agreement and all modifications and
additions hereto shall be subject to state registration in accordance
with the requirements of the effective laws in the Unified state
register of the rights to real estate and transactions therewith by the
Head Department of the Federal Registration Service for Moscow, also
referred to as
‘‘Rosregistration’’.

The Lessor shall present the present Agreement signed by both
Parties together with all necessary Schedules and other documents to
Rosregistration for purposes of the Lease Registration within 7 (seven)
Business Days after the Execution Date of the present Agreement,
provided that the Lessee has fulfilled its obligations on presentation
of the necessary documents.

The Lessee shall provide the Lessor
within 7 (seven) Business Days after receipt of the Lessor’s
written request with the Lessee’s documents and information
necessary to apply for state registration of the present Agreement in
accordance with the requirements of Rosregistration.

The Lessee
shall cooperate with the Lessor in providing additional documents and
information which Rosregistration may require for purposes of the Lease
Registration.

The Lessee shall compensate the Lessor 50%
of the Lessor’s document supported expenses required under the
effective laws for registration of (a) the present Agreement, (b)
modifications and additions to the present Agreement.

		
	13. 	Termination and Annulment of the
Agreement


The present Agreement may be terminated before
expiration of its Term by agreement of the Parties, on the basis of the
decision of the Arbitration Tribunal of Moscow or in accordance with
the provisions hereof.

If the present Agreement is
terminated by agreement of the Parties, the present Agreement shall be
terminated at the date when a termination agreement is signed by both
Parties unless other date is provided for by the Parties in such
termination agreement.


Termination of the Agreement
upon expiration of the Lease Term:

The present
Agreement shall be terminated as result of expiration of the Lease Term
without any actions of the Parties, unless the term of the present
Agreement is not extended in accordance with the provisions hereof.

In case of termination of the present Agreement under
paragraph 13.2.1, the present Agreement shall be terminated on the
first day after termination of the Lease Term.


Early Termination on other
grounds:


The present Agreement may be annulled,
cancelled or recognized as invalid by a court decision on the grounds
provided for by the effective laws;

In case of
termination of the present Agreement under paragraph 13.3.1, the
present Agreement shall be terminated on the day indicated in the
corresponding judicial decision after it comes into force;

In
case of termination of the present Agreement under paragraphs 13.1,
13.2 and 13.3 the Lessor shall return to the Lessee the Deposit, unless
it was set-off with the Lease Payments and Unused Advance Payments (if
applied) not later than 5 (five) Business Days after termination of the
present Agreement.

57










Early Termination on the
Lessor’s request:


The Lessor shall have the
right to refuse unilaterally the execution of the present Agreement by
giving a written notice to the Lessee before termination of the present
Agreement in the following cases:

			
		(i) 	the Lessee does not pay the Lease
Payments in due time for two consecutive months, provided the following
procedure is complied with:


			
		a. 	in case of the
Lessee’s delay to pay any amount of 5 (five) Business Days the
Lessor shall give the Lessee a written notice of such delay;


			
		b. 	the Lessor may use its right to refuse the
execution hereof under this subparagraph 13.5.1.1 only if (a) the
Lessee has not paid its debt in full amount within 5 (five) Business
Days after receipt by the Lessee of the Lessor’s notice of delay
and (b) the Lessor can not satisfy the requirement to pay the Lease
Payments by the Deposit.


			
		(ii) 	the
Lessee has not fulfilled its obligation to recover the Deposit provided
for in paragraph 5.7 hereof.


If the Lessor exercises
the right under this paragraph 13.5, the present Agreement shall be
deemed terminated from the date specified in the Lessor’s
notice, which, unless the Parties agree otherwise, shall not be before
5 (five) Business Days after the date of receipt by the Lessee of the
Lessor’s notice of refusal of execution of the present Agreement
in accordance with this paragraph 13.5.

Termination of
the present Agreement on the above indicated grounds shall exempt the
Lessee from payment of the penalty in accordance with the provisions
hereof.


Early Termination on the
Lessee’s request:


The Lessee shall have the
right to refuse unilaterally the execution of the present Agreement by
giving a written notice to the Lessor before termination of the present
Agreement in the following cases:

			
		(i) 	if the Lessee exercises its right
specified in paragraph 1.6 hereof;
or


			
		(ii) 	if the Lessor does not
fulfill its obligation specified in paragraph 8.19 hereof;
or


			
		(iii) 	if the Lessor obstructs the
Undisturbed Use of the Premises hereunder;
or


			
		(iv) 	if the Premises have
significant defects impeding the Lessee’s use of the Premises
and the Lessor has not warned the Lessee on such defects when entering
into the present Agreement, and such defect were not known to the
Lessee and could not be found during inspection of the Premises when
executing the Act of Access or the Transfer Act;
or


			
		(v) 	if due to the circumstances
beyond the Lessee’s control the Premises become unsuitable for
use in accordance with the Authorized Use;
or


			
		(vi) 	if the access to the Premises
or to any part thereof is impossible as provided for in paragraphs 4.21
and 4.22 hereof;


			
		(vii) 	if the Lessor
and/or the Operating Organization does not fulfill their obligation of
provision of the Maintenance Services which renders impossible the
normal use of the Premises in accordance with the Authorized Use for
more than 30 (thirty) consecutive calendar days during any calendar
year of the Lease Term.


The Lessee shall be entitled to
refuse unilaterally execution of the present Agreement, if the Lease
Agreement of ZAO ‘‘CTC’’ will be terminated
on the grounds specified in paragraphs 13.1,.13.3, 13.5, 13.6.1 and
13.6.2 of the Lease Agreement of ZAO
‘‘CTC’’.

If the Lessee
exercises the right under this paragraph 13.6, the present Agreement
shall be deemed terminated from the date specified in the
Lessee’s notice, which, unless the Parties agree otherwise,
shall not be before 5 (five) Business Days after the date of receipt by
the Lessor of 

58










the Lessee’s notice of refusal of
execution of the present Agreement in accordance with this paragraph
13.6. In case of termination of the present Agreement under this
paragraphs 13.6 the Lessor shall return to the Lessee the Deposit in
the amount, left after set-off with the Lease Payments, and Unused
Advance Payments (if applied) not later than 5 (five) Business Days
after termination of the present Agreement.

In case of a
unilateral refusal of one of the Parties to execute the present
Agreement under provisions of paragraphs 13.5 and 13.6, the Parties
agree that the Parties shall not execute an additional agreement on
termination of the present Agreement and that a copy of a duly
delivered notice of termination shall be the document which will be
presented to the Registering Authority as a document confirming
termination of the present Agreement in accordance with paragraphs 13.5
and 13.6 hereof and being legal foundation for the corresponding
modification of the legal relationship of the Parties.

		
	14. 	Language


All notices, communications
and other documents to be provided by any Party in connection with the
present Agreement shall be executed in Russian and shall be certified
by an authorized representative of the Party signed such notice,
communication or any other document.

		
	15. 	Force-Majeure


The Parties shall not
be liable for any default under the present Agreement if such default
is caused by an Event of Force-Majeure significantly affected the Party
referring to such event for the period of duration of such event.

The Party referring to an Event of Force-Majeure shall promptly, but
in any case not later than 30 (thirty) days from occurrence of such
event, give notice to the other Party of occurrence of such event in
writing. Such notice shall contain information on the nature of such
Event of Force-Majeure and, if possible, give an estimate of
probability whether the Party referring to such event will perform its
obligations hereunder, and a presumable period of duration of such
event.

Upon termination of the Event of Force-Majeure the Party
referring to it shall promptly, but in any case not later than 30
(thirty) days from termination of such event, give notice to the other
Party of termination of such event in writing. If the referring Party
fails to give notice or gives an undue notice on occurrence or
termination of such events, such Party shall be liable to the other
Party for the damage caused as result of such failure to give notice or
undue notice.

The Parties shall fulfill all other obligations
under the present Agreement which are not affected by the Events of
Force-Majeure.

If an Event of Force-Majeure continues over 6
(six) months, or it is reasonable to suppose that such event will
continue over 6 (six) months, or such events occurred as result of any
legal act, the Parties shall immediately start negotiations and agree
such necessary modification to the present Agreement permitting the
Parties to continue the performance of their obligations in the manner
at the most corresponding to achievement of such economic result on
which the Parties counted when entering in the present Agreement.

Regardless of any other provision of the present Agreement, if an
Event of Force-Majeure continues for more than 3 (three) months and
obstructs the Lessee’s access to the Premises or use of the
Premises, the Lessee shall have the right to refuse unilaterally the
performance of the present Agreement by giving a written notice to the
Lessor. The present Agreement shall be deemed terminated from the date
indicated in such notice.

		
	16. 	Restriction of
Liability of the Parties under the present Agreement


The Party
which is in breach of its obligations hereunder shall be liable to the
other Party within the limits of actual (real) damage caused by such
default. The Parties agree not to claim any lost profits.

		
	17. 	Applicable Law and Dispute Resolution


The present Agreement and the Parties’ rights and obligations
hereunder shall be subject to the Russian laws.

59









All disputes arising from the present
Agreement including disputes in connection with its conclusion shall be
resolved by the Arbitration Tribunal of Moscow.

		
	18. 	Confidential Information


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

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

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

		
	19. 	Term of
Agreement


The present Agreement comes into force on the Date of
Lease Registration and applies to the Parties’ relationships
from the Date of Lease Beginning.

		
	20. 	Notices


All notices, information,
communications and requests which the Parties may or must deliver
hereunder shall be executed in writing and delivered to the
Parties’ addresses and/or fax numbers as below:


For the Lessor:


To:                    [•]

Cc:                      [•]

Address:             [•]

Fax:                     [•]


For
the Lessee:


To:                    [•]

Cc:                      [•]

Address:             [•]

Fax:                     [•]

Except
for regulations on the Right of Access in case of Emergency Events, all
notices, information, correspondence, requests and other documents of
the Parties hereunder shall be exchanged between the Parties in the
manner determined in the present Agreement and shall be deemed
delivered:

on the date indicated in the delivery
receipt in case of personal deliver or by a courier;
and

on the date indicated in the delivery notice as the
delivery date in case of delivery by a registered mail.

The
Parties shall notify each other in writing on any changes of addresses
or other requisites specified in the present Agreement within 3 (three)
Business Days from the date of such changes. All risks relating or
arising from failure to notify of changes in address or other
requisites shall be on the defaulting Party.

60









		
	21. 	Miscellaneous


The present Agreement shall constitute the entire agreement of the
Parties with respect to its subject matter and shall replace all prior
correspondence, negotiations or understanding of the Parties in regards
of its terms and conditions.

All modifications and amendments to
the present Agreement shall be effective only if they are made in
writing and certified by signature of authorized representatives of the
Parties and, if it is required by the effective laws, registered by
Rosregistration.

If any provision of the present Agreement is or
becomes invalid, it shall not affect the validity of other terms and
provisions, unless otherwise provided by the Russian laws. If any term
or provision of the present Agreement or its applicability to any
Person under any conditions becomes invalid or unenforceable to any
extent, it shall not affect other provisions hereof as well as their
applicability to other Persons and circumstances, except for those as
result of which these terms and provisions are deemed invalid or
unenforceable. Each term and provision of the present Agreement is
valid and enforceable to the full extent allowed by the laws.

The Parties shall provide each other with all documents which can be
necessary for execution of terms and provisions hereof.

The
Lessor represents and warrants that:

it has taken all
necessary corporate actions and received all necessary Approvals for
due execution of the present Agreement and for any other necessary
actions (including signing of any other necessary documents) with
respect to the present Agreement.

The Lessee represents and
warrants that:

it has taken all necessary corporate
actions and received all necessary Approvals for due execution of the
present Agreement and for any other necessary actions (including
signing of any other necessary documents) with respect to the present
Agreement.

The present Agreement is executed in 3 (three)
counterparts in Russian, one for each Party and one for the Registering
Authority.

All Schedules to the present Agreement are
an integral part hereof.

		
	22. 	Requisites and
Signatures of the
Parties:






				
	The
Lessor:			The
Lessor:
	Name and Address:			Name and
Address:
	Bank
Details:			Bank Details:
	Account No.
                                    			Account
No.
                                    
	in
                                                      			in
                                                      
	Correspondent
Account
                              			Correspondent
Account
                              
	BIK
(Bank Identification Code)
                 			BIK (Bank
Identification Code)
                 
	INN
(Individual Tax Number)
                     			INN (Individual
Tax Number)
                     
	OK ONH
                                                       			OK ONH
                                                       
	OKPO
                                                            			OKPO
                                                            
	Signature:			Signature:
	 			 
	Name:
Position:			Name:
Position:
	






61















Schedule 1

List of
Schedules






							
	Schedule
1 List of Schedules					62	







	Schedule 2
Terms and Definitions					63	







	Schedule
3 Plans of Premises					68	







	Schedule 4
Rent					69	







	Schedule 5 List of
Maintenance Services					72	







	Schedule 6
Transfer Act					75	







	Schedule 7 Act on
Termination of the Lessee’s
Works					76	







	Schedule 8 Act on Return
of Premises					77	







	Schedule 9 Rules
for Conduction of the Lessee’s
Works					78	







	Schedule 10 Requirements
to the Building and Premises on the Building Start-up
Date					80	







	






62















Schedule
2

Terms and Definitions

1.    If not otherwise
followed from the context, the provisions of the present Schedule shall
mean the following:

‘‘Lessee’’ shall
mean CTC Media, Inc.;

‘‘Rent’’ shall
mean the payment by the Lessee for the temporary possession and use of
the Premises, the amount of which is determined herein;

‘‘Lease Payment’’
shall mean 1/12th part of the annual Rent;

‘‘Lessor’’ shall
means the owner of the Building granting the Premises into lease under
the terms hereof and which is as of signing hereof LLC
‘‘Promyshlenno-finansovaya kompania’’;

‘‘Affiliated person” or
“Affiliated’’ shall mean with
regards to any Person, such aPerson who expressly or by implication,
through one or more Persons manage, is managed, or is under general
management of such Person. For the purposes hereof
‘‘management’ (including in their respective
meanings ‘‘managed’’ and
‘‘under general management’’) shall mean
with regards to any Person possessing of express or implied power to
direct or influence the direction of the activity and politics of such
Person, or the opportunity to prohibit strategic decisions of such
Person adopted on the basis of the ownership right or rights for voting
securities, due to a contract or any other bases;

‘‘Building Base
Systems’’ shall mean Engineering Networks set by
the Lessor, thereto the Lessee (Lessee’s Contractor) shall
connect the engineering systems and end devices of the Premises, when
conducting the Lessee’s Works or any other construction
works.

‘‘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 supranational,
national, federal, state, municipal, local or foreign state
organization or institution, or any department, commission, board,
bureau, agency, court, or a body, division, or any power, or any other
quasi-state organization exercising any regulatory, tax or other state
or quasi-state authorities;

‘‘Date
of Lease Beginning’’ shall mean
[•], when the Parties signed the Lease Agreement and
Transfer Act;

‘‘Date of Agreement
Execution’’ including any references to the
‘‘date of execution hereof’’ shall mean the
date of signing hereof set on the 1st page hereof;

‘‘Date of Agreement
Registration’’ shall mean the date of the state
registration hereof with Rosregistration;

‘‘Payment Date’’
shall mean the date when any due sum is written-off from the
correspondent account of ht payment sender’s bank, that should
not be later for Rent than the 5th (fifth) day of the
calendar month subject to paying, and for Utility and Maintenance
Services — it should be not later than the 5th
(fifth) day of the calendar quarter subject to paying.

‘‘Settlement
Date’’ shall mean each 5th (fifth) day
of each calendar month of each calendar year during the Lease Term or
Extension Period referring to Lease Payments and each January  5,
April  5, July  5 and October  5 of each calendar
year during the Lease Term or Extension Period referring to Utility and
Maintenance Services, if applicable, or if the respective day is not a
Business Day, — than the first Business Day following such date,
and the term ‘‘Settlement Dates’’ shall
mean any of the mentioned Settlement Dates;

‘‘Deposit’’ shall
mean the payment, the amount of which is set in para. 5.1. hereof and
that secures the execution of the Lessee’s obligations under the
terms set herein;

‘‘ZAO
“CTC” Lease
Agreement’’ shall mean the lease agreement
concluded by the Lessor with closed joint-stock company
‘‘CTC Network’’ (or a successor thereof)
regarding the premises in the Building situated on the floors from 14
to 25 inclusively, excluding a part of Floor 20;

63









‘‘USD
Dollars’’ shall mean dollars of the United States
of America, the legal currency of the United States of America;

‘‘Euro’’ shall
mean the unified European currency;

‘‘Law on the Registration of the Real
Estate’’ shall mean the Law of the Russian
Federation ‘‘On the state registration of the rights to
real estate and transactions therewith’’ # 122-FZ dated
July  21,  1997, effective as of today;

‘‘Building’’ shall
mean the finished with construction twenty-six-floor building at the
address: [•], Moscow, of the general area
[•] ([•]) sq.m.;

‘‘Consumer Price
Index’’ shall mean consumer price index as of
December of the year preceding the reported calendar year to the
December of the year preceding the previous calendar year, upon the
data of the Federal service on the state statistics of the Russian
Federation;

‘‘Engineering
Networks’’ shall mean existing or future
engineering communications in the Building for water-, heat- and energy
supply, as well as all accompanying equipment and device;

‘‘Utility
Services’’ shall mean services, the quantitative
and qualitative parameters of which are stipulated in Schedule 5;

‘‘Central Bank
Rate’’ shall mean the official USD rate to the
Russian ruble or Euro set by the Central Bank of the Russian Federation
as of the Payment Date;

‘‘Person’’ shall
mean any physical person, officer, legal entity, corporation, company,
partnership, jount venture, association, society (company) with limited
liability, joint-stock society (joint-stock company), organization and
successors;

‘‘Public
places’’ shall mean hall at the first floor of
the Building, staircase cells, staircase, corridors, lobbies, elevator
halls, elevators, public bathrooms and other places in the Building not
transferred by the Lessor to the temporary use and assigned by the
Lessor for the common use by the lessees and visitors of the
Building;

‘‘Moscow Utility
Services’’ shall mean jointly and separately
Mostopenergo, Mosenergo, Mosvodokanal, MGTS and other utility
institutions with a dominant or monopoly status in the field of utility
services in the territory of location of the Building, which dominant
position in the market does not allow the consumers or potential
consumers of utility services to receive these services or materials
from other alternative suppliers;

‘‘VAT’’ shall mean
value added tax of the Russian Federation;

‘‘Unused Advance
Payments’’ shall mean sums of Rent and Utility
and Maintenance Services Payment, as well as other payments of the
Lessee exercised by the Lessee pursuant hereto referring to the time
period after Lease Term expiry;

‘‘Inseparable
Improvements’’ shall mean results of the
Lessee’s conduction of Works in the Premises that cannot be
parted from the Building or the Premises without causing any damage to
the Building and/or the Premises;

‘‘Insignificant
defects’’ shall mean defects of the Premises
listed in the Act of Access, that despite their existence do not
prevent the Lessee form executing the Lessee’s Works and/or use
the Premises pursuant to any other Authorized Use, if applicable;

‘‘Equipment’’
shall mean all equipment adjusted in the Premises and servicing the
Premises not considered Separable Improvements;

‘‘Lessee’s
Equipment’’ shall mean shall mean the Equipment
installed in the Premises and servicing them belonging to the Lessee on
any right;

‘‘Force majeure
circumstances’’ shall mean circumstances and
events considered as such by the effective legislation;

64









‘‘Communication
Operator’’ shall mean a legal entity or
individual entrepreneur rendering communication services on the basis
of the corresponding license;

‘‘Separable
Improvements’’ shall mean results of the
Lessee’s conduction of Works in the Premises that can be parted
from the Building or the Premises without causing any damage to the
Building and/or the Premises;

‘‘First Lease
Payment’’ shall mean the first payment exercised
bt the Lessee to the account of the due Rent;

‘‘Transfer Act’’
shall mean act of transfer and acceptance of the Premises hereunder
from the Lessor to the Lessee that is to be signed by the Parties
together herewith;

‘‘Utility
Services Payment’’ shall mean the Lessee’s
payments fro the Utility services;

‘‘Maintenance Services
Payment’’ shall mean expenses on the maintenance
of the Building incurred by the Lessee pursuant to the provisions
hereof including expenses on compensating of (i) property tax regarding
the building, (ii) payments for the use of the land plot where the
Building is situated, (iii) Maintenance Services described in Schedule
5, and (iv) remuneration of the Operating Organization for the Building
management and rendering of Maintenance Services;

‘‘The Lessee’s
Contractor’’ shall mean any contractors and
sub-contractors attracted for conduction of the Lessee’s Works,
as well as any repair works of the Lessee in the Premises;

‘‘Premises’’ shall
mean a part of the Building described in paragraph 1.1 hereof marked in
the plans stipulated in Schedule 3 and provided with the Utility
Services;

‘‘Lessee’s
Works’’ shall mean construction, engineering,
finishing and other works connected to the development or finishing of
the Premises executed by the authorized persons of the Lessee pursuant
to the Lessor’s Authorization;

‘‘Working
Project’’ shall mean the total of documents
regarding the Lessee’s Works in the Premises pursuant to the
requirements of the effective legislation of the RF and the City of
Moscow, construction norms and rules, and technical regulations;

‘‘Authorization’’
shall mean a written approval, sanction or any other similar
preliminary consent to the actions of the one Party by the other Party
within the frames of the agreement that cannot be rejected or delayed
without any reason. Any further approval by one Party of another
Party’s actions, if granted, shall also be considered
Authorization;

‘‘Lessee’s
business hours’’ shall mean daily 24 hours a day,
7 (seven) days a week, 365 (three hundred sixty five) days a year;

‘‘Business day’’
shall mean any Monday, Tuesday, Wednesday, Thursday or Friday except
for holidays and days-off, i.e. such days of the week that may be or
should be announced by the bank institutions in the City of Moscow,
Russian Federation, to be non-working days pursuant to the legislation
of the Russian Federation;

‘‘Lease
Registration’’ shall mean the state registration
of the Lease Agreement pursuant to the requirements of the Law on the
Registration of the Real Estate;

‘‘Registration
Authority’’ shall mean Federal registration
service for the City of Moscow, also known as
‘‘Rosregistration’’, or any
other body, institution or services that is authorized to conduct the
Unified state register of the rights to real estate and transactions
therewith according to the legislation of the Russian Federation;

‘‘Rosregistration’’ see
the definition ‘‘Registration
Authority’’;

‘‘Rubles’’
shall mean Russian rubles, the legal currency of the Russian
Federation;

‘‘Consents’’ shall
mean any registration or permission, quota, exemption, decree,
approval, recognition, sanctioning or waiver of the right to sanction,
acceptance or any other confirmation or any notices of any state
authority or any other Person including creditors and mortgages
required for concluding hereof or conducting of any actions or
transaction stipulated herein;

65









‘‘Peaceful
Use’’ shall mean the Lessee’s right for
undisturbed and durable use of the Premises pursuant to the Authorized
Use within the Lease Term without any interference in their affairs,
demanding on relief and any other demands on behalf of the Lessor;

‘‘Lease Term’’
shall mean 10 (ten) years as of the Date of the Lease Beginning;

‘‘Party’’ shall
mean the Lessor or the Lessee;

‘‘Substantial
Defects’’ shall mean such defects of the Premises
that make it impossible to use it for conduction of the Lessee’s
Works and/or according to any other Authorized Use, if applicable;

‘‘Territory’’
shall mean the land plot at the address: [•], Moscow
belonging to the Lessor on the right of lease and situated around and
under the Building;

‘‘Default
Notice’’ shall mean notice directed by the Lessor
in accordance with paragraph 5.5 hereof;

‘‘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, abbreviated form —  C.U.;

‘‘Constituent
documents’’ shall mean any document regarding
incorporation, charter and/or paragraph of the charter of the
joint-stock company, corporation charter, agreement on establishing a
limited liability company, regulations, effective agreements and other
organizational documents confirming the legal capacity of the legal
entity;

‘‘Extraordinary
circumstances’’ shall mean fire, explosion, flooding of
the Building, Premises, Engineering Networks and/or the Building
Equipment threatening to the other premises in the Building;

‘‘Maintenance
Services’’ shall mean services rendered by the
Lessor and/or Operating Organization to the Lessee stipulated in
Schedule 5 hereof;

‘‘Operating
Organization’’ shall mean OOO Sluzhba Expluatazii
Zdaniy ‘‘Kontur’’, abbreviated form OOO SEZ
‘‘Kontur’’, as of the moment of execution
hereof;

‘‘CPI-U’’ Consumer
Price Index for All Urban Consumers — consumer price index in
the urban area of the USA in the December of year preceding the
reporting calendar year to December of the year preceding the previous
calendar year, upon the official data of the US Department of Labor,
calculated in per cent;

2.    Herein:

			
		• 	reference to a provision of law shall
include reference to a provision of law as amended or newly adopted, or
both, prior to the Date of Execution, as well as any normative acts
adopted in furtherance of the given provision of law prior to the
Execution date;


			
		• 	reference to the
present Agreement shall be considered as the reference to such an
agreement that can be corrected, amended, added, renewed or transferred
from time to time;


			
		• 	reference to an
article, paragraph or Schedule, if not followed by any reference to a
certain document shall be the reference to the article, paragraph or
Schedule hereto;


			
		• 	reference to the terms
defined herein shall include plural or singular of such terms, as well
as masculine, feminine or neuter gender of the term, if applicable;


			
		• 	‘using of words
‘‘hereby”,
“herein”,
“hereof” “within the frames
hereof’’ and other similar words (if otherwise
not followed from the context) shall refer to the entire present
Agreement and not to its Article or paragraph;


			
		• 	it is considered that the words
‘‘include’’ and
‘‘including’’ are followed
by the phrase ‘‘but not limited to’’, and
that does not restrict the generality of the foregoing;


66









			
		• 	headings and the
content are inserted for convenience of reference only and shall not
influence the interpretation hereof;
and


			
		• 	all printed terms not defined in the
present Schedule 2 shall have the meanings assigned to them in the text
hereof or Schedules hereto.






				
	Lessor:			Lessee:
	                                                            			                                                            
	Name:            
 Position:            

SS			Name:            

Position:            

SS
	






67















Schedule
3

Plans of Premises





				
	Lessor:			Lessee:
	 			 
	Name:

Position:
 SS			Name:
 Position:

SS
	






68















Schedule
4

Rent


Part I. Rent


The Rent
within the Lease term shall be calculated in accordance with the below
formulas:

			
		1. 	Rent for the first year of the
Lease Term is equal to:
(S*
BLR)-(S*170);


			
		2. 	Rent for the second year of the
Lease Term is equal to:
S* BLR;


			
		3. 	Rent for
the third year of the Lease Term is equal to:
S* BLR
*K3;


			
		4. 	Rent for the fourth year of the Lease
Term is equal to:
S* BLR *K3*K4;


			
		5. 	Rent for
the fifth year of the Lease Term is equal to:
S* BLR
*K3*K4*K5;


			
		6. 	Rent for the sixth year of the
Lease Term is equal to:
S* BLR
*K3*K4*K5*K6;


			
		7. 	Rent for the seventh year of the
Lease Term is equal to:
S* BLR
*K3*K4*K5*K6*K7;


			
		8. 	Rent for the eighth year of
the Lease Term is equal to:
S* BLR
*K3*K4*K5*K6*K7*K8;


			
		9. 	Rent for the ninth year of
the Lease Term is equal to:
S* BLR
*K3*K4*K5*K6*K7*K8*K9;


			
		10. 	А Rent for the
tenth year of the Lease Term is equal to:
S* BLR
*K3*K4*K5*K6*K7*K8*K9*K10,


In the above formulas the
following definitions are used:

S — Leased Area of
the Premises, equal to [•] ([•])
sq.m. and not subject to changing during the whole Lease Term;

BLR (=Бар) — Base Lease Rate,
equal to 617.76 (six hundred seventeen point seventy six) C.U.;

КЗ — index calculated under the formula
(100% + CPI-U): 100%, where CP1-U is the CPI-U of
December of the second calendar year of the Lease term to the December
of the first calendar year of the Lease term, calculated in per cent
— provided that CPI-U constitutes not less than 3%. If
CPI-U is less than 3%, the index is equal to 1.03; if CPI-U is
more than 6%, the index is equal to 1.06.

К4 — index calculated under the formula
(100% + CPI-U): 100%, where CP1-U is the CPI-U of
December of the third calendar year of the Lease term to the December
of the second calendar year of the Lease term, calculated in per cent
— provided that CPI-U constitutes not less than 3%. If
CPI-U is less than 3%, the index is equal to 1.03; if CPI-U is
more than 6%, the index is equal to 1.06.

К5 — index calculated under the formula
(100% + CPI-U): 100%, where CP1-U is the CPI-U of
December of the fourth calendar year of the Lease term to the December
of the third calendar year of the Lease term, calculated in per cent
— provided that CPI-U constitutes not less than 3%. If
CPI-U is less than 3%, the index is equal to 1.03; if CPI-U is
more than 6%, the index is equal to 1.06.

К6 — index calculated under the formula
(100% + CPI-U): 100%, where CP1-U is the CPI-U of
December of the fifth calendar year of the Lease term to the December
of the fourth calendar year of the Lease term, calculated in per cent
— provided that CPI-U constitutes not less than 3%. If
CPI-U is less than 3%, the index is equal to 1.03; if CPI-U is
more than 6%, the index is equal to 1.06.

69









К7 — index calculated
under the formula (100% + CPI-U): 100%, where CP1-U is
the CPI-U of December of the sixth calendar year of the Lease term to
the December of the fifth calendar year of the Lease term, calculated
in per cent — provided that CPI-U constitutes not less than
3%. If CPI-U is less than 3%, the index is equal to 1.03;
if CPI-U is more than 6%, the index is equal to 1.06.

К8 — index calculated under the formula
(100% + CPI-U): 100%, where CP1-U is the CPI-U of
December of the seventh calendar year of the Lease term to the December
of the sixth calendar year of the Lease term, calculated in per cent
— provided that CPI-U constitutes not less than 3%. If
CPI-U is less than 3%, the index is equal to 1.03; if CPI-U is
more than 6%, the index is equal to 1.06.

К9 — index calculated under the formula
(100% + CPI-U): 100%, where CP1-U is the CPI-U of
December of the eighth calendar year of the Lease term to the December
of the seventh calendar year of the Lease term, calculated in per cent
— provided that CPI-U constitutes not less than 3%. If
CPI-U is less than 3%, the index is equal to 1.03; if CPI-U is
more than 6%, the index is equal to 1.06.

К10 — index calculated under the formula
(100% + CPI-U): 100%, where CP1-U is the CPI-U of
December of the ninth calendar year of the Lease term to the December
of the eighth calendar year of the Lease term, calculated in per cent
— provided that CPI-U constitutes not less than 3%. If
CPI-U is less than 3%, the index is equal to 1.03; if CPI-U is
more than 6%, the index is equal to 1.06.

Part II.
Utility and Maintenance Services Payment

Utility and
Maintenance Services Payment within the Lease Term shall be calculated
according to the formulas below;

UMS1    = S*
R;

UMS2    = S* R
*I2;

UMSЗ    = S* R
*I2*I3;

UMS4    = (8* R
*I2*IЗ*I4;

UMS5    = S* R
*I2*I3*I4*I5;

UMS6    = S* R
*I2*I3*I4*I5*I6;

UMS7    = 8* R
*I2*IЗ*I4*I5*I6*I7;

UMS8    = 8* R
*I2*IЗ*I4*I5*I6*I7*I8;

UMS9    = 8* R
*I2*IЗ*I4*I5*I6*I7*I8*I9;

UMS10 = 8* R
*I2*IЗ*I4*I5*I6*I7*I8*I9*I10;

In the above formulas
the following definitions are used:

UMS1
(=КЭП1) — the sum of Utility and
Maintenance Services Payment during the first year of the Lease
Term,

UMS2 — the sum of Utility and Maintenance
Services Payment during the second year of the Lease Term,

UMS3 — the sum of Utility and Maintenance Services
Payment during the third year of the Lease Term,

UMS4
— the sum of Utility and Maintenance Services Payment during the
fourth year of the Lease Term,

UMS5 — the sum of
Utility and Maintenance Services Payment during the fifth year of the
Lease Term,

UMS6 — the sum of Utility and
Maintenance Services Payment during the sixth year of the Lease
Term,

UMS7 — the sum of Utility and Maintenance
Services Payment during the seventh year of the Lease Term,

UMS8 — the sum of Utility and Maintenance Services
Payment during the eighth year of the Lease Term,

UMS9
— the sum of Utility and Maintenance Services Payment during the
ninth year of the Lease Term,

70









UMS10 — the sum of Utility
and Maintenance Services Payment during the tenth year of the Lease
Term,

S — Leased Area of the Premises, equal to
[•] ([•]) sq.m. and not subject
to changing during the whole Lease Term;

R
(=Ст) — the Rate of the Utility and Maintenance
Services Payment, equal to 2,754 (two thousand seven hundred and
fifty-four) rubles per year for 1 (one) square meter of the Lease Area
of the Premises;

I2 — index, equal to the Consumer
price index of the December of the first calendar year of the Lease
term to the December of the year preceding the first calendar year of
the Lease term;

I3 — index, equal to the Consumer
price index of the December of the second calendar year of the Lease
term to the December of the first calendar year of the Lease term;

I4 — index, equal to the Consumer price index of the
December of the third calendar year of the Lease term to the December
of the second calendar year of the Lease term;

I5
— index, equal to the Consumer price index of the December of
the fourth calendar year of the Lease term to the December of the third
calendar year of the Lease term;

I6 — index, equal
to the Consumer price index of the December of the fifth calendar year
of the Lease term to the December of the fourth calendar year of the
Lease term;

I7 — index, equal to the Consumer
price index of the December of the sixth calendar year of the Lease
term to the December of the fifth calendar year of the Lease term;

I8 — index, equal to the Consumer price index of the
December of the seventh calendar year of the Lease term to the December
of the sixth calendar year of the Lease term;

I9 —
index, equal to the Consumer price index of the December of the eighth
calendar year of the Lease term to the December of the seventh calendar
year of the Lease term;

I10 — index, equal to the
Consumer price index of the December of the second ninth year of the
Lease term to the December of the eighth calendar year of the Lease
term;





				
	Lessor:
			Lessee:

	 			 
	Name:

Position:
 SS			Name:
 Position:

SS
	






71















Schedule
5    List of Maintenance Services

1.    List of Utility
Services

		
	1.1. 	Electric power


		
	1.2. 	Heat power


		
	1.3. 	Hot water


		
	1.4. 	Cold water and sewerage.


		
	1.5. 	Water pipe.


Utility
Services should comply with the requirements stipulated by paragraphs
9.2, 11 and 16 Schedule 10 hereto.

2.    List of Maintenance
Services

		
	2.1. 	Operating and servicing
of engineering systems within the responsibility of the Lessor:


		
	2.1.1. 	Power supply system


		
	2.1.2. 	Lighting system, including
emergency and evacuation ones


		
	2.1.3. 	Hot and cold water supply
system


		
	2.1.4. 	Sewerage system


		
	2.1.5. 	Heating system;


		
	2.1.6. 	Ventilation system and air
conditioning;


		
	2.1.7. 	Structured cable
system;


		
	2.1.8. 	Elevators
servicing;


		
	2.1.9. 	Fire-fighting
systems of the building (fire alarm, sprinkler system of
fire-extinguishing, alarm system, smoke removal system);


		
	2.1.10. 	Security alarm and access control
system;


		
	2.1.11. 	Signaling system and
radio-transmitting;


		
	2.1.12. 	Video
monitoring system;


		
	2.1.13. 	TV
collective acceptance system;


		
	2.1.14. 	Dispatcher systems;


To the
operating and servicing of engineering systems the following measures
are included:

System and equipment operation according
to the requirements of the equipment producer and SNIP
requirements;

Conduction of works within service
regulations worked out by the operating department on the basis of the
plants-manufacturer’s documents for the respective equipment
according to the normative requirements;

Control
examination of all installed equipment and systems according to the
regulations;

Conduction of operating journals on the
status of operating parameters;

Control over signals on
defects;

Operating reaction to the signals on defects in
the equipment under normative terms of the conduction of the works
approved by the plants-manufacturers of the equipment, contracts with
sub-contractors, as well as maintenance department regulations;

72









Control over the quality and terms
of conduction of the works in case of attracting of contractor
organizations/

		
	2.2. 	Document management


		
	2.2.1. 	Exercising of documents under the
equipment and systems parameters;


		
	2.2.2. 	Introduction of necessary changes
to the executor documents of the object in the process of operating the
building;


		
	2.2.3. 	working out of the
actions plan in the emergency situations, as well as working out of the
regulations of technical servicing of the equipment and other documents
related to the building operation;


		
	2.2.4. 	interaction with the state
authorities and city municipal services — solving of current
matters arising in the process of operating the building, as well as
management of the contracts and interaction with the city technical and
utility services regarding the building operation;


		
	2.2.5. 	taking measurements of meters
regarding each lessee;


		
	2.2.6. 	Work
with contractor organizations.


		
	2.3. 	Cleaning
of the premises and adjourning territory


		
	2.3.1. 	Inner cleaning:


			
		2.3.1.1. 	daily cleaning of public zones
of the building, including floors, staircases and elevator cabins
— twice a day;


			
		2.3.1.2. 	regular cleaning of the lighting
devices, ventilation bars, upon getting dirty;


			
		2.3.1.3 	regular cleaning of technical
premises, from once per week to once a month depending on the purpose
of the premise;


		
	2.3.2. 	Outside
cleaning:


			
		2.3.2.1. 	daily cleaning of
the territory in summer;


			
		2.3.2.2. 	daily cleaning of the territory
in winter;


			
		2.3.2.3. 	daily cleaning
and removal of snow;


			
		2.3.2.4. 	daily
removal of waste from the territory;


			
		2.3.2.5. 	daily cleaning of the
parking;


			
		2.3.2.6. 	Daily cleaning of
the roof;


			
		2.3.2.7. 	Removal of icing
and icicles from the roof, when they
appear


		
	2.3.3. 	Washing of outer glass of
the whole complex and inner glass in public places twice a year.


		
	2.4. 	Arranging of the territory


		
	2.4.1. 	Organization of the outside
planting (with seasonal change of
plants)/


		
	2.5. 	Monthly measures on
disinfections, desinsection and deratization



		
	2.6. 	Round the clock security
service: 


		
	2.6.1. 	physical
protection of the building and adjourning territory;


		
	2.6.2. 	round the clock dispatcher
service;


		
	2.6.3. 	servicing of the
building security and access control systems; security alarm and video
monitoring of the building and adjourning
territory


73









		
	2.7. 	Reception
service organization


The main duties of the reception
service are: accepting visitors, issueing of guest
cards

Reception service working hours: from Monday to
Friday, excluding weekends and holidays from 8 a.m. till 8 p.m.

		
	2.8. 	Other services


		
	2.8.1. 	Coordination of car entrance and
exit of the Lessees;


		
	2.8.2. 	Consideration of the
Lessees’ technical projects, check for the compliance of the
projects to the requirements of the building and maintenance
systems;






				
	Lessor:
			Lessee: 
	                                                            			                                                            
	Name:            
 Position:            

SS			Name:
 Position:

SS
	






74















Schedule
6

Transfer Act

The present Transfer Act to Lease
agreement # [•] dated
[•][•] 20[•]
concluded in Moscow, Russian Federation (hereinafter referred to as the
‘‘Lease agreement’’) between:

(1)    Limited Liability Company
‘‘Promyshlenno-finansovaya kompania’’
(hereinafter the
‘‘Lessor’’), a legal entity
organized and existing under the laws of the Russian Federation, state
registration certificate No. [•] issued on
[•][•] 20[•]
by the Ministry on taxes and levies of the Russian Federation, located
at [•][•], Moscow, represented by
[•] acting on the basis of [•],
on the one hand,

and

(2)    Moscow
Representative Office of CTC Media, Inc., (hereinafter the
‘‘Lessee’’), Certificate of
registration in the Unified State Register [•] dated
[•][•] 20[•],
located at [•], Moscow, represented by
[•] acting on the basis of [•],
on the other hand,

hereinafter jointly referred to as the
‘‘Parties’’ and separately
referred to as the
‘‘Party’’.

1.    Pursuant to the Lease agreement concluded between the
Lessor and the Lessee, by the present Act the Lessor shall transfer and
the Lessee shall accept to the temporary possession and use the
Premises consisting of the rooms listed in the table below:





													
	Floor			Premise
No.			Room No.			Purpose of premises
(rooms)			Area,
sq.m.
	[•]			[•]			[•]			[•]			[•]
	[•]			[•]			[•]			[•]			[•]
	






Of
the area [•] ([•]) sq.m. situated
on the floors from 14 to 26 inclusively of the Building at the address:
[•],[•], Moscow.

2.    The Premises condition description is attached to the
present Transfer act.

3.    The Premises are
transferred and accepted with all necessary accessories and documents
and the Lessee has no claims to the Lessor with their regard excluding
the Defects mentioned in the Act of Access signed by the Parties on
[•][•] 20[•]
pursuant to the Preliminary contract on concluding Agreements entered
into by the Parties on [•][•]
20[•];





				
	Lessor:
			Lessee:

	 			 
	Name:

Position:
 SS			Name:
 Position:

SS
	






75















Schedule
7

Act on Termination of the Lessee’s Works


	City of
Moscow	[•][•],
20[•]                




By
signing the present Act [•]
(‘‘Lessor’’), on the one hand, and
[•] (‘‘Lessee’’), on the
other hand, in execution of the Lease agreement #
[•] dated
[•][•] 20[•]
(hereinafter r- ‘‘Lease agreement’’) have
made the present Act confirming the following:

1.        The Lessee’s Works presented by the
Lessee in the Premises determined in the Lease agreement executed by
the Lessee within the period from
[•][•] 20[•]
to [•][•]
20[•] are fulfilled.

2.        Building constructions and engineering systems
are witnessed, tested and are in working condition.

3.        One set of executor documents is transferred to
the Lessor. The list of Inseparable Improvements exercised by the
Lessee in the Premises will be composed and signed by the Parties not
later than in 20  calendar days upon executing of the present
Act.

4.        The Lessee shall be entitled to start
using the Premises in accordance with the Authorized Use (as determined
in the Lease agreement).

Signatures of the
Parties





				
	Lessor:
			Lessee: 
	                                                            			                                                            
	Name:            
 Position:            

SS			Name:
 Position:

SS
	






76















Schedule
8

Act on Return of Premises

Execution date:
[•]
Place of act execution and return of the
Premises: Russian Federation,
 City of Moscow,
                                                                                               


By signing the present Act [•]
(‘‘Lessor’’), on the one hand, and
[•] (‘‘Lessee’’), on the
other hand, confirm the transfer by the Lessee to the Lessor and
acceptance by the Lessor of the Premises stipulated in paragraph 1.1.
and Schedule to Lease agreement of the Premises #
[•] dated
[•][•] 20[•]
(hereinafter r- ‘‘Contract’’).

The transfer of the Premises by the Lessee to the Lessor is
in full compliance with the Contract’s terms.


Obligations of the Parties on return of the Premises are
executed in full. There are no claims as the Premises condition.

The Act is executed in two counterparts: 1st copy
— to the Lessor, 2nd copy — to the Lessee.





				
	Lessor:
			Lessee:

	 			 
	Name:

Position:
 SS			Name:
 Position:

SS
	






77















Schedule
9

Rules for Conduction of the Lessee’s Works

Should the Lessee take the decision on replanning, the
finishing of the leased Premises, putting of engineering networks and
communications, equipment assembly, the latter shall be obliged to:

1.    Work out the Working Project and present it for
approval to the Lessor (drawings and specifications should be done by a
qualified specialist with a license granting the right to make projects
in the RF and in the City of Moscow and comply with SNIP, GOST and
normative acts of the RF and the City of Moscow) according to the
following requirements;

			
		1) 	Floor plan
is done on a scale M-100;


			
		2) 	Architectural
scheme of the leased Premises with location of partitions, windows and
doors and specifying of the applied finishing materials (all materials
should have quality certificates);


			
		3) 	Constructive scheme regarding the partitions;


			
		4) 	Lessee’s works volumes (estimate);


			
		5) 	Technological drawing with allocation of all
technological and office equipment;


			
		6) 	Engineering systems drawing: ventilation,
conditioning, heating, water supply, sewerage, electro-technical part
in full.


			
		7) 	Details description,
including:


			
		– 	sections with clear
explanation of all assumed construction methods and materials;


			
		– 	estimate of the premises finishing
specifying the applied finishing materials (all materials should have
quality certificates);


			
		– 	table of
doors.


			
		8) 	Design project


			
		– 	visual information signs placement, their
details and sizes:


			
		– 	colours and materials
for manufacturing those signs.


			
		9) 	Ceiling plan, including:


			
		– 	hanging ceiling carcass;


			
		– 	lighting devices — location;


			
		– 	ventilation bars — location;


			
		– 	other details fixed on the ceiling or
passing there through;


			
		– 	ceiling system
and decoration type;


			
		– 	location of the
access panel to the ventilation installments of the Building;


			
		10) 	Sanitary equipment plan executed by the
Lessee:


			
		– 	Location of water supply
pipelines;


			
		– 	location of gangways;


			
		– 	location of toilet bowls, basins, fat
collectors, etc.;


			
		– 	location of sprinkler
pipelines and heads.


78









			
		11) 	Mechanical
part locations, including:


			
		– 	location,
type and sizes of conditioners using condensate water or ventilators,
if such are required;


			
		– 	location of
ventilation boxes;


			
		– 	equipment
specifications;


			
		– 	heat supply, ventilation
and conditioning loading calculation;


			
		12) 	Electric wiring plan indicating the
following:


			
		– 	electric wiring scheme;


			
		– 	wire sections and the breaker;


			
		– 	location of electric and telephone socket
connectors;


			
		– 	lighting, including
emergency one.


2.    Agree the worked-out Working
Project and Plan-Schedule of conduction of works with the following
organizations:

			
		– 	Project
organization;


			
		– 	UGPS of the city of
Moscow;


			
		– 	SES;


			
		– 	Lessor;


			
		– 	other
organizations according to the requirements of the effective
legislation.


3.    Prior to beginning of the
decoration-construction, repair, assembly and other Works of the
Lessee, the latter shall be obliged to fulfill the following
requirements:

			
		– 	Insurance of all types of
construction works conducted by the Lessee’s Contractor and
submitting of the insurance policies to the Lessor;


			
		– 	Agreeing with the Lessor of the access (the
list with surnames of the Contractor’s employees) and the time
of construction works conduction.


4.    When conducting
the decoration-construction, repair, assembly and other Works of the
Lessee, the latter shall be obliged to fulfill the following
requirements:

			
		– 	conduct Works on
re-planning, decoration of the leased Premises, putting of additional
engineering networks and communications only on the basis of the
drawing agreed upon with the Lessor. The Lessee shall be responsible
for notifying the Contractor on changes in Works resulting from the
Lessor’s remarks. It is prohibited to break without
Authorization the entirety of the roof membrane and assemble antennas
and their accessories on the roof and facades.


			
		– 	obtain permission of GPS for conduction of
welding and any other fire-dangerous works;


			
		– 	Obtain permissions from the Lessor to get
connected to power and water supply


5.    Upon
finishing of the decoration-construction, repair, assembly and other
Works to deliver the object to the acceptance commission.





				
	Lessor:			Lessee:
	 			 
	Name:

Position:
 SS			Name:
 Position:

SS
	






79















Schedule
10

Requirements to the Building and Premises on the Building
Start-up Date

		
	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).

80









4.3.    Elements of the façade
dressing

4.4





				
	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
	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
	






81









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

Q x inflow = 840 kilowatt

Heat
amount to be assimilated by inflow air

Q = 236000 x 0.288 x 6 x
1.16 = 473000Bt = 473kilowatt

Cold consumption for cooling
machines

ΣQ = 2280 + 30 + 13 + 27 + 840 - 470 = 2720 x
1.1 = 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:

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.

82









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 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.

83









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 (IТП) 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 is 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
(СНIП—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 ВНIIПО
МЧС РоссII).

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.

84









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.

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
fire0fighting 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;

85









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»).

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)

86









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

Tilets 150-250 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.

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;


87









			
		• 	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.

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.

88









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.

13.3.    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.

13.4.    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 I ДМВ) antennas are
installed to provide receiving of air TV programs.

15.    Automatization and dispatcher system of the Building

Automatization 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;


89









			
		• 	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

16.5.    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.

16.6.    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.

16.7.    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.


16.8.    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.





				
	Lessor:
			Lessee:
	 			 
	[Signed]
Name:
Rasskazov Nikolay Nikolayevitch
Position: General
Director
SS
[Stamp]			[Signed]
Name:
Gikalo Stanislav Aleksandrovitch
Position: Head of Representative
Office
SS
[Stamp]
	






90















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;


91









5.    Technological
solutions.

		
	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.





				
	Lessor:			Lessee:
	 			 
	[Signed]			[Signed]
	Name:
Rasskazov Nikolay Nikolayevitch
Position: General
Director
SS
[Stamp]			Name: Gikalo Stanislav
Aleksandrovitch
Position: Head of Representative
Office
SS
[Stamp]
	






92










		[Signed]
[Stamp]





		[Signed]

[Stamp]




[Signed]
10.11.06

[Signed]

[Signed]

[Signed]

93