**                                                        CONSULTING AGREEMENT**

** **

**THIS CONSULTING   AGREEMENT**  (the "**Agreement**") is made this 11th day of May 2004 by and between **Moscow CableCom Corp.**(f/k/a Andersen Group, Inc.), a Delaware  corporation, (the "**Company**"), with its principal place of business at  405 Park Avenue, Suite 1203, New York, New York, 10022 and **Francis E. Baker**(the **"Consultant"**) with an address at 5 Waterside Crossing,  Windsor, CT 06095.

                                                                       **Introduction**

1.         The  Consultant has agreed to be a consultant to the Company effective as of the  Effective Date (as defined below) during the Term (as defined below).

2.         The  Consultant acknowledges that certain payments have been made by the Company to  or for the benefit of the Consultant prior to the Effective Date and that the  amount of the Consulting Fee (as defined below) was determined after taking  those previous payments into consideration.

3.         The parties  to this Agreement desire to codify their understandings and agreements.

**Now, Therefore**,  In consideration of the mutual covenants and agreements hereinafter set forth,  the Company and the Consultant agree as follows:

1.**         Term**.  The term (the "**Term**") of this Agreement shall commence as of May 1,  2004 (the "**Effective Date**") and shall terminate on October 31, 2004,  subject to earlier termination of the consultancy created hereby pursuant to  the terms and subject to the conditions of this Agreement.

**2.  **        **Consulting Services**.

(a)        During the  Term the Company agrees to retain the Consultant, and the Consultant agrees to  serve the Company, pursuant to the terms and subject to the conditions set  forth in this Agreement.  During the Term, the Consultant shall serve in such  capacity or capacities as may be specified from time to time by the Company's  President and Chief Executive Officer.  The Consultant shall report to the  Company's President and Chief Executive Officer, and Consultant's  responsibilities shall be established from time to time by the Company's  President and Chief Executive Officer. 

             (b)        During the Term the Consultant, shall at no additional compensation  (except for the compensation and/or fees, if any,                        or expenses that is paid or reimbursed to all of the members of the Board)  shall continue serve in the following                        capacities:

 (i).        The  Consultant serve as member of the Board of Directors of the Company (the "**Company  Board**");

 (ii)        The  Consultant shall serve as the Chairman of the Company Board until June 30,  2004 or such earlier date as the Consultant may determine;

 (iii).      The  Secretary of the Company; 

 (iv)        The Consultant shall serve as a member of the Board of ComCor TV ("**CCTV**"),  the wholly-owned Russian subsidiary of the Company until June 30, 2004 or such  earlier date as the Consultant may determine; and

 (v)        Such other  capacity(ies) as shall be reasonably determined by the President and Chief  Executive Officer of the Company.

 (c)        The  Consultant's principal place of performing the consulting services shall be at  5 Waterside Crossing, Windsor, CT 06095 until the lease therefor terminates.   In the event that lease for the premises located at 5 Waterside Crossing,  Windsor CT 06095 terminates prior to the expiration of the Term of this  Agreement, then in that event, the place of the performance of the  Consultant's services shall be as determined by the President and Chief  Executive Officer of the Company. 

**3.  **        **Consulting Compensation**.  The following items set forth below in  this Section 3 of this Agreement shall comprise the total compensation that  shall be paid to the Consultant by the Company during the Term for performing  the consulting services pursuant to this Agreement:

             (a)        Consulting Fee.  During the Term the Company shall pay to  the Consultant a consulting fee (the "**Consulting Fee**") of                         $640.31per month in lieu of the payment of all other Benefits (as defined  below) that the Consultant may currently be                          receiving or may have previously received from the Company prior to the  Effective Date. 

(b)        Company  Shares Award.  The Consultant shall be awarded Twenty Thousand Shares  (20,000) shares of the Common Stock of the Company (the "**Stock Award**")  pursuant to the terms and subject to the conditions of the "Deferred  Compensation Agreement for Stock Grants Under the Moscow CableCom Corp. 2003  Stock Plan" (a copy of which is annexed hereto as **Exhibit A**) and  the "Trust Agreement" (a copy of which is annexed hereto as **Exhibit B**).   The Stock Award shall be paid to the Company's Rabbi Trust for the benefit of  the Consultant promptly upon the receipt by the Company and CCTV of the two  (2) resignations of the Consultant whereby the Consultant resigns: (1) as the  Chairman of the Company, and (2) as a member of the Board of Directors of  CCTV.

 (c)       Incentive  Consulting Fee.  In addition to the Consulting Fee and the Stock Award,  the Consultant shall also for "Funds Raised by the Consultant" (as defined  below) receive an incentive compensation fee ("**Incentive Consulting Fee**")  as follows:

 (i)         **Equity**: With respect to Funds Raised by the Consultant that is raised  in the form of equity (in either the Company and/or CCTV); 

 A.         One and  one-half percent (1.5%) of the equity portion of the "Funds Raised by the  Consultant" up to the first Ten Million Dollars ($10,000,000) of the equity  portion of the "Funds Raised by the Consultant," and 

 B.                   One percent (1%) for all of equity portion of the  AFunds Raised by the  Consultant" in excess of Ten Million Dollars ($10,000,000). 

 (ii)        **Debt**:  With respect to Funds Raised by the Company that is raised in the form of debt  (regardless of whether such debt is convertible into equity and regardless of  whether such debt is loaned to the Company and/or to CCTV): 0 .75% of the debt  portion of the "Funds Raised by the Consultant." Not in limitation of the  foregoing but by way of clarification thereof, with respect to any "Funds  Raised by the Consultant" that is initially in the form of debt but which is  later converted into equity of the Company, the Incentive Consulting Fee that  is payable to the Consultant in connection therewith shall be at the rate of  0.75% of such funds and not at the 1.5% rate or the 1.0% rate regardless of  whether the conversion of such debt into equity occurs on, or before or after  May 31, 2005.

In addition to the  foregoing provisions of this paragraph 3, the term "**Funds Raised by the  Consultant**" as used in this Agreement shall mean and refer to and shall be  qualified by the following terms and conditions:

 (i)         Funds  Raised by the Direct Efforts By the Consultant: The Consultant shall be  entitled to the Incentive Consulting Fee for "Funds Raised by the Consultant"  for such fund raising that is originated by the Consultant and is the direct  result of the Consultant's activities on behalf of the Company; **provided  however**, the Consultant shall only engage in such fund raising activities  and shall only approach such potential funding sources as are approved in  writing in advance by the President and Chief Executive Officer of the  Company.   

 (ii)        Certain  Funds Excluded: The Consultant shall not be entitled to receive an  Incentive Consulting Fee for funds raised and received by the Company from the  following sources: 

 a.          Funds that  are raised by any Rights Offering that is made by the Company to its existing  shareholders;

 b.         Funds that  are raised from any shareholder (or affiliate or associate thereof or any  trust(s) for the benefit thereof) of the Company either as of the date hereof  or as such shareholders may exist from time to time hereafter.

(iii)         Compensation Committee Decides Disputes: In the event that there is a  dispute as to whether the Consultant is entitled to be paid any Incentive  Consulting Fee with respect to the funds raised and received by the Company  and/or the amount of such Incentive Consulting Fee, such dispute shall be  submitted to the Compensation Committee of the Board which shall act as the  arbitrator of such dispute and the decision of the Compensation Committee of  the Board with respect to such dispute shall be final and binding on the  parties to this Agreement with respect to such dispute; 

(iv)       Timing   and Obligation to Make Payment of Incentive Consulting Fee: The Incentive  Consulting Fee shall be paid to the Consultant promptly upon the Company's  receipt of the "Funds Raised by the Consultant; provided however, not in  limitation of the foregoing but by way of further clarification thereof, in  the event that either:
[a]        a credit or  loan agreement or facility is negotiated by the Company with an investor or  lender whereby either the Company, on the one hand, and/or the investor or  lender, on the other hand, has the option as to when and/or whether all or a  certain portion of the funds are to be borrowed by or loaned to the Company,  and/or  

[b]        an agreement  is negotiated by the Company with an investor whereby the investor obtains the  right to make certain additional investments (whether debt or equity) in the  Company (whether by stock options, warrants, conversion, rights offerings, or  any other type or kind of right), then in either of those events, the Incentive Consulting Fee that shall be  paid to the Consultant shall be determined solely and only upon such portion  of the funds that are actually drawn down and received by the Company or  invested in the Company on or before May 31, 2005 and not upon the full  unutilized amount of the loan or credit facility or other rights of an  investor to make additional investments in the Company that exist as of May  31, 2005.

 (v).      Funding  in Currency Other than US:  In the event that the AFunds  Raised by the Consultant" are paid to the Company and/or to CCTV in currencies  other than US dollars, then in that event, the US dollar equivalent of the  funding shall be utilized for the purpose of this Agreement based upon the  exchange rate that exists between US currency and the subject currency in  which the funds are provided that is in effect on the date of the funding as  published in The Wall Street Journal.

 (vi)       Funding  Must Be Acceptable to Board: In addition to the other requirements  relating to AFunds  Raised by the Consultant," the Board of the Company shall be the sole and only  body that shall determine whether any proposed "Funds Raised by the  Consultant" are acceptable to the Company and the Board shall have the right  to reject any proposed funding that the Board determines is not acceptable for  any or no reason.

 (vii)      Non-Cash  Funding: In the event that the "Funds Raised by the Consultant" is in a  form other than cash (whether in the form of securities or some other form of  non-cash asset), the Board shall be the sole and only body to determine  whether non-cash funding is acceptable and, if such non-cash funding is  acceptable to the Board, how such non-cash funding will be valued for the  purposes of determining the amount of the Incentive Consulting Fee that is due  and payable by the Company to the Consultant pursuant to this Agreement.

 (viii)     Deadline  for Company's Receipt of Funds: Although the Term of this Agreement runs  through October 31, 2004, in the event that the proceeds of any AFunds  Raised by the Consultant" are funded and paid to the Company and/or CCTV by no  later than May 31, 2005, then in that event, the Consultant shall be entitled  to receive the Incentive Consulting Fee for such financing notwithstanding the  fact that the financing was received by the Company and/or CCTV after the  expiration of the Term of this Agreement.         

 (d)       Office  Space and Secretarial Service.  At no cost to the Consultant, the Company  shall provide the Consultant with the use of office space and with secretarial  services at 5 Waterside Crossing, Windsor, CT 06095 in order for the  Consultant to be able to perform his duties pursuant to this Agreement until  the lease for such space terminates.  In the event that the such lease  terminates prior to the expiration of the Term, for the remainder of the Term,  the Company shall provide office space and secretarial space as determined by  the President and Chief Executive Officer of the Company. 

 (e)       Travel  and Business Expenses.  Except for travel and business expenses associated  with the performance of the Consultant's duties as a member of the Board (for  which the Consultant will be reimbursed and/or compensated on the same basis  as the other members of the Board), upon the prior written approval of the  President and Chief Executive Officer of the Company with respect to the  purpose, scope and length of the trip, the Consultant shall be authorized to  travel on behalf of the Company and during such travel the Consultant is  authorized to incur reasonable and necessary travel and business expenses ("**Expenses**")  that are consistent with Company policies as they exist from time to time, and  the Consultant shall be entitled to reimbursements for such Expenses upon  submission of itemized expense statements in the manner specified by, and in  accordance with, the policies established by the Company relating thereto, as  they exist from time to time, including but not limited to the prior approval  in writing of the Consultant's reasonable and necessary travel and business  expenses by the President and Chief Executive Officer.  During the Term and  subject to the prior written approval of the President and Chief Executive  Officer of the Company (with respect to the purpose, scope and length of the  trip), it is contemplated that the Consultant will travel to Moscow on behalf  of the Company for such number of visits as shall be determined to be  necessary by the President and Chief Executive Officer of the Company.

 (f)        Vacation  and Holidays: During the Term hereof the Consultant shall be entitled to  the pro rate annual equivalent of four (4) weeks of vacation and the  Consultant will be entitled to a day off on the holidays during which the New  York Stock Exchange is closed. 

 (g)       Benefit  Plans.   The Consulting Fee being paid to the Consultant is, among other  things, in lieu of the Company providing the Consultant with any health,  dental, life insurance, or other comparable benefit plans and programs that  are provided by the Company to its senior level employees ("**Benefits**"). 
(h)        Vehicle:  The Consultant has had the use of a leased vehicle (the "**Leased Vehicle**")  prior to the Effective Date and the Company, which is the lessee pursuant to  the vehicle lease (the "**Vehicle Lease**") has made the lease payments for  the Leased Vehicle prior to the Effective Date. The Consultant agrees to have  the Vehicle Lease assigned to the Consultant effective as the Effective Date  and thereupon the Consultant agrees: (a) to make the payments for the Leased  Vehicle pursuant to the Vehicle Lease, and (b) to hold the Company free and  harmless from and against any obligations pursuant to the Vehicle Lease from  and after the Effective Date.  The Consulting Fee is, among other things,  based upon the assumption that the Company will continue to make the insurance  payments of $1,500 for the Leased Vehicle for the six (6) month period of the  Term of this Agreement. In the event that Consultant elects to pay for the  insurance for the Leased Vehicle personally for such six (6) month period  rather than have the Company make such payments, the Consultant shall receive  additional monies pursuant to this Agreement at the rate of $1,500 for the six  months or such pro rata portion thereof that the Consultant pays for such  insurance.

  4.        **Confidentiality; etc.**

(a)        The  Consultant agrees not to divulge, furnish or make accessible to anyone (other  than in the regular course of business of the Company) any knowledge or  information (whether or not in writing) with respect to trade secrets,  pricing, formulae, designs, processes, plans or materials (collectively, "**Company  Property**") of Company or any of its subsidiaries or affiliates, or with  respect to any other material proprietary, confidential or non-public aspects  of the business or affairs of Company or any of its subsidiaries. 

(b)        Any Company  Property (whether or not protected or eligible for protection by common law or  by registered patent, trademark, trade name or copyright), relating to the  business of Company or any of its subsidiaries or affiliates, which the  Consultant may acquire knowledge of, become privy to, develop or produce while  acting as a consultant of Company, shall be and remain the exclusive property,  right, title and interest of Company.  The Consultant hereby assigns, and  agrees promptly to execute and deliver to the Company, at the Company's  expense, any and all instruments deemed necessary or convenient by the Company  to effect the disclosure and assignment of all such Company Property to the  Company.  

(c)        All Company  Property and all records, business plans, financial statements, manuals,  memoranda, lists and other property delivered to or compiled by the Consultant  by or on behalf of the Company or its representatives, vendors or customers  which pertain to the business of the Company (or its subsidiaries or  affiliates) shall be and remain the property of the Company, and be subject at  all times to its discretion and control.  All such materials and all  correspondence, reports, records, charts, advertising materials and similar  data pertaining to the business or future plans of the Company (or its  subsidiaries or affiliates) shall be delivered promptly to the Company without  request upon expiration of this Agreement or termination of the Consultant's  consultancy pursuant to this Agreement.** **

  5.  **          Equitable Relief**.  The Consultant acknowledges that a breach of Sections 4 of this Agreement  would result in irreparable damage to the Company, and, without limiting other  remedies which may exist for a breach of Sections 4, the Consultant agrees  that Section 4 may be enforced by temporary restraining order, temporary  injunction, and permanent injunction restraining violation hereof, pending or  following trial on the merits. The Consultant hereby further waives the claim  or defense that an adequate remedy at law for such breach exists or that  irreparable injury will not occur.  The Consultant hereby further waives any  requirement for securing or posting a bond in connection with the Company  obtaining any injunctive or other equitable relief. 

  6.**           Termination**
(a)          Termination for Cause.  The Company shall, in the manner described in the  last paragraph of this Section 6(a), have the right to terminate the  consultancy of the Consultant for "Cause" (as described below), and the  Consultant shall forfeit the right to receive any and all further payments and  rights hereunder, other than the right to receive any unpaid Consulting Fee  accrued through the date of such termination. 

For purposes of  this  Agreement, "**Cause**" shall mean the occurrence of any of the following: 

(1)  The Consultant  shall have committed any material breach of any of the provisions or covenants  of this Agreement. 

(2)  The Consultant  shall have committed any act of gross negligence or recklessness in the  performance of his duties or obligations hereunder. 

(3)  The Consultant  shall have refused or habitually neglected to perform his duties or  obligations under this Agreement or failed to follow the instructions of the  President and Chief Executive Officer of the Company. 

(4)  The Consultant  shall have committed any act that constitutes (a) a willful breach of the  Company's personnel policies, or (b) an unintentional breach of the Company's  personnel policies and the Consultant has not ceased the breaching conduct  within 3 business days following written notice from the Company to the  Consultant informing him of such breach of Company policies;

(5)  The Consultant  shall have committed any material act of willful misconduct, dishonesty or  breach of trust against Company or any of its subsidiaries or affiliates,  including but not limited to fraud, embezzlement, theft, or dishonesty;  

(6)  The Consultant  shall be subject to a voluntary or involuntary bankruptcy;  

(7)  The Consultant  shall have been convicted of, or shall have pleaded guilty or nolo  contendere to a felony or of any crime of moral turpitude; or 

(8)  The Consultant  shall have made any material misrepresentation to the Company regarding the  business of the Company.

If the Company elects  to terminate this Agreement for Cause, the Company shall deliver written  notice of such intention to the Consultant, describing, with reasonable  specificity, the action of the Consultant constituting Cause, and thereupon no  further payments of any type shall be made or shall be due or payable to the  Consultant hereunder, except as provided in the first sentence of this Section  6(a). The termination for Cause shall be effective upon delivery of such  written notice to the Consultant. 
(b)          Termination Without Cause.  The Company shall have the right at any time  to terminate the consultancy of the Consultant for any reason by giving the  Consultant thirty (30) days prior written notice (the "**Company Notice  Period**") of the termination of this Agreement.  In the event of  termination of the Consultant's consultancy without Cause, the Consultant  shall receive, upon the performance by the Consultant of any Consultant's  obligations hereunder that have not theretofore been performed: (A) any  Consulting Fee prorated through the last date of the Company Notice Period;  (B) the full amount of the Incentive Consulting Fee for any "Funds Raised by  the Company" through May 31, 2005 pursuant to the terms and subject to the  conditions set forth herein; and (C) reimbursement of Expenses incurred  through the date of termination which have been properly submitted to the  Company and approved pursuant to the terms and subject to the conditions of  this Agreement.   

            (c)         Termination by the Consultant.  Subject to the provisions of this  Section 6(c), the Consultant may terminate this Agreement and his consultancy  with the Company for any reason on thirty (30) days notice.  If the Consultant  elects to terminate this Agreement, the Consultant shall deliver to the  Company written notice at least 30 days prior to the date of his termination  of the Agreement, which notice shall specify the effective date of the  termination. Upon termination of the Consultant's consultancy under this  Section 6(c), the Consultant shall forfeit the right to receive any and all  further payments and rights hereunder, other than (A) the right to receive any  unpaid Consulting Fee, and (B) reimbursement of Expenses incurred through the  date of termination. 

7.         **Death  or Disability of the Consultant**. In the event of the death or total  disability of the Consultant during the Term of his consultancy hereunder,  this Agreement shall automatically terminate and Company shall have no further  obligations hereunder, other than to pay to the Consultant's estate or his  authorized representative, as the case may be, any accrued but unpaid  Consulting Fee, the Incentive Consulting Fee for Funds Raised by the  Consultant, and Expenses accrued through the date of such termination. In the  event that there is any question as to whether the Consultant is entitled to  receive the Incentive Consulting Fee for his efforts in raising funds for and  on behalf of the Company that are received by the Company or there is any  dispute as to the amount of Incentive Consulting Fee, then in any of those  events, the Compensation Committee of the Company shall be the final  arbitrator of whether such Incentive Compensation Fee is due and owing to the  Consultant of to his Estate or to his authorized representative and the  decision by the Compensation Committee of the Company shall be final and  binding on the parties to this Agreement.  

  8.  **           Dispute Resolution and Arbitration**.   Except for matters as to which the Compensation Committee has exclusive  jurisdiction (as provided herein), in the event that any other dispute arises  between the Company and the Consultant regarding or relating to this Agreement  and/or any aspect of Consultant's relationship with the Company **AND IN LIEU  OF LITIGATION AND A TRIAL BY JURY**, the parties consent to resolve such  dispute through mandatory arbitration under the Commercial Rules of the  American Arbitration Association ("**AAA**"), before a single arbitrator in  New York, New York or such other location that is mutually acceptable to both  the Consultant and the Company.  The parties hereby consent to the entry of  judgment upon award rendered by the arbitrator in any court of competent  jurisdiction.  Notwithstanding the foregoing, however, should adequate grounds  exist for seeking immediate injunctive or immediate equitable relief, any  party may seek and obtain such relief, provided that upon obtaining  such relief, such injunctive or equitable action shall be stayed pending the  resolution of the arbitration proceedings called for herein.  The parties  hereby consent to the exclusive jurisdiction in the state and federal courts  of or in the State of New York located in New York County or Nassau County for  the purposes of seeking such injunctive or equitable relief as set forth  above.
  9.         **Compliance with Laws**.  During the Term and any extension  thereof, the Consultant shall comply with all applicable laws, rules,  regulations, decrees, orders, judgments, licenses and permits of any  governmental authority, including Russian and the United States. 

  10.** **      **Compliance with Policies of the Company**.  During the Term and  any extension thereof, the Consultant shall comply with all Company policies  and any other rules and regulations of the Company applicable to the Company's  employees, notwithstanding the fact that the Consultant is not an employee of  the Company. 

  11.         **Entire Agreement**.  Except for the rights of the Consultant that  have previously vested at or during a time when the Consultant was an employee  of the Company (in which case such vested rights shall be shall be governed  and determined pursuant to the applicable Company agreements, documents and  policies that related thereto), this Agreement sets forth the entire agreement  and understanding of the Consultant, on the one hand, and the Company, CCTV,  and ABC Moscow Broadband Communication Limited ("**MBC**"), on the other  hand, with respect to the relationship between the Consultant, on the one  hand, and the Company, CCTV, and MBC, on the other hand, and this Agreement  supersedes any and all prior agreements, commitments and understandings  between any of them (whether oral or written) relating to such relationships.   This Agreement may not be amended, changed or terminated, except pursuant to  an instrument in writing duly executed and delivered by the Consultant and the  Company. 

  12.         **Successors and Assigns**.  This Agreement shall not be assignable  by the Consultant or the Company except that the Company shall be entitled to  assign this Agreement in connection with any merger, consolidation,  reorganization, or sale of all or substantially all of the assets of the  Company.  All of the terms and provisions of this Agreement shall be binding  upon and inure to the benefit of and be enforceable by the respective heirs  and personal representatives of the Consultant and by the successors and  assigns of the Company. 

  13.**          Counterparts**.   This Agreement may be executed in any number of identical counterparts, each  of which shall be deemed to be an original and all of which shall be deemed to  be one and the same instrument. 

  14.  **       No  Authority to Bind the Company Without Board Approval**.   The Consultant acknowledges that the Consultant ceased being an employee of  the Company in May 1997.  The Consultant also acknowledges that in his  capacity as the Chairman and/or the Secretary of the Company (or in any other  capacity that the Consultant is acting with respect to the Company) that the  Consultant does not have the authority to enter into to, and that the  Consultant covenants and agrees that he will not enter into, any legally  binding contracts, agreements or commitments on behalf of the Company without  first obtaining the prior written authorization of the Board or of the  Executive Committee of the Board pursuant to a duly adopted resolution of the  Board or the Executive Committee of the Board. 

[The remainder of this  page is intentionally left blank.  The next page is the signature of the  Agreement.]
 
**IN WITNESS WHEREOF**,the parties hereto have duly executed and delivered this Agreement as of thedate first above written.

Consultant                                                         **MoscowCableCom Corp.** (the "Company")

 /s/ Francis E. Baker                                      /s/ Oliver R. Grace, Jr.

Francis E. Baker                                               Name:  Oliver R Grace, Jr.                                                                        Title:  President and Chief Executive Officer

                                              
 

Amendment #1 to Consulting Agreement

This Amendment #1 to Consulting  Agreement("**Amendment #1"**) is made this 14th day of May 2004 by and between **Moscow CableCom Corp.**(f/k/a Andersen Group, Inc.), a Delaware corporation,(the "**Company**"), with its principal place of business at 405 Park Avenue,Suite 1203, New York, New York, 10022 and **Francis E. Baker**(the **"Consultant"**) with an address at 5 Waterside Crossing, Windsor, CT 06095.

                                                                    **Introduction**

1.         The Consultant and the Companysigned a Consulting Agreement (the "**Agreement"**) effective as May 1, 2004. 

2.         The parties to the Agreementdesire to amend the Agreement as set forth in this Amendment #1. 

**Now, Therefore**,In consideration of the mutual covenants and agreements hereinafter set forth,the Company and the Consultant agree as follows:

1.         The resignations by theConsultant as the Chairman of the Company and as a member of the Board ofComCor-TV tendered by the Consultant to the Company are accepted by the Companyeffective as of June 16, 2004.  

2.         The parties agree that the twentythousand (20,000) shares of the Common Stock of the Company (the "**StockAward"**) that have been awarded to the Consultant pursuant to the terms andsubject to the conditions of the "Deferred Compensation Agreement for StockGrants Under the Moscow CableCom Corp. 2003 Stock Plan" (a copy of which isannexed as **Exhibit A** to the Agreement) and the "Trust Agreement"(a copy of which is annexed as **Exhibit B** to the Agreement) shallbe paid to the Company's Rabbi Trust for the benefit of the Consultant promptlyupon the signing of the Amendment #1 by the parties hereto.

3.         Except as modified by thisAmendment #1, the remaining provisions of the Agreement shall remain in fullforce and effect.

**IN WITNESS WHEREOF**,the parties hereto have duly executed and delivered this Amendment #1 as of thedate first above written.

**Consultant  **                                                                                        **MoscowCableCom Corp.**. (the "Company")

/s/ Francis E. Baker                                                                             By:  /s/Oliver R. Grace, Jr.

Francis E. Baker                                                                                   Name: Oliver R. Grace, Jr.                                                                                                            Title: President and Chief Executive Officer

                                             

 
Amendment#2 to Consulting Agreement

This Amendment #2 to Consulting Agreement ("**Amendment #2**") is made this 30th day ofJuly 2004 by and between **Moscow CableCom Corp.**(f/k/a Andersen Group,Inc.), a Delaware corporation, (the "**Company**"), with its principalplace of business at 405 Park Avenue, Suite 1203, New York, New York, 10022 and**Francis E. Baker**(the **"Consultant"**) with an address at5 Waterside Crossing, Windsor, CT 06095.

                                                                                **Introduction**

1.         The Consultant and the Company signed aConsulting Agreement (the "**Agreement**") effective as May 1, 2004.

2.         The Consultant and the Company amendedthe Agreement on May 14, 2004 ("**Amendment # 1**").

3.         The Consultant and the Company desireto further amend the Agreement (as amended by Amendment # 1) pursuant to thisAmendment #2.

**Now, Therefore**, Inconsideration of the mutual covenants and agreements hereinafter set forth andfor and in receipt of other good and valuable consideration, the receipt andsufficiency of which is hereby acknowledged, the Company and the Consultantagree that the Agreement as amended by the Amendment #1, is hereby furtheramended as follows:

** **

1.         **Fixed Incentive Consulting Fee**:  The "Incentive Consulting Fee" (as definedin paragraph 3 (c) of the Agreement) is hereby amended to be a fixed amount ofTwo Hundred Thousand Dollars ($200,000) (the "**Fixed Incentive Consulting Fee**")instead of and in lieu of the variable amount of the Incentive Consulting Feeas originally contemplated by the Agreement. Pursuant to the other terms of,and subject to the other conditions of, paragraph 3 (c) of the Agreement andpursuant to the other terms of, and subject to the other conditions of, theremaining provisions of the Agreement, as amended by Amendment #1, the FixedIncentive Consulting Fee of Two Hundred Thousand Dollars ($200,000) shall bepaid to the Consultant by the Company at the time that the Company receives incash not less than Twenty Million in equity or debt financing pursuant to theterms and subject to the conditions of paragraph 3 (c) of the Agreement andpursuant to the remaining terms and subject to the remaining provision of theAgreement.  

2.         **Payment of Stock AppreciationRights**: The Consultant is hereby granted stock appreciation rights ("**StockAppreciation Rights**") relating to the Company's Common Stock pursuant tothe following terms and subject to the following conditions:

A.        **Number of Shares of Company CommonStock Covered by Stock Appreciation Rights**: The number of shares ofCompany Common Stock (the "**Common Stock**") covered by the StockAppreciation Rights hereby granted to the Consultant is Twenty-Five  Thousand (25,000) shares of Common Stock.

B.         **Base Price for Stock Appreciation**:The per share base price (the "**Base Price**") for the Stock AppreciationRights shall be $6.67 per share of Common Stock.

C.        **Effective Exercise Period of StockAppreciation Rights**: The effective exercise period (the "**EffectiveExercise Period**") during which the Consultant may exercise his StockAppreciation Rights shall be the period beginning: 

(i)         on the first business day immediatelyfollowing the closing (the "**Financing Closing**") of the transaction thattriggers the Company's obligation to pay the Consultant the Fixed ConsultingFee (see paragraph 3 (c) of the Agreement as modified by paragraph 1 of thisAmendment #2) and ending on

 (ii)       June30, 2005.

D.        **Definition of Stock Appreciation**:In this Agreement the term, "**Stock Appreciation,"** shall mean and referto the cash equivalency of the increase of: 

(i)         per share closing Common Stock Pricefor the average of the twenty (20) business days immediately preceding the dateof exercise of the Stock Appreciation Rights by the Consultant, over and above,

(ii)        the per share Base Price of the CommonStock, 

multiplied times Twenty-Five Thousand (25,000)shares of Common Stock. 

In this Agreement, the term "**StockAppreciation Rights**" shall mean and refer to the rights granted to theConsultant pursuant to this paragraph 2 of this Amendment #2. 

**Example**: For example, in the event that the average per share price of theCommon Stock for the twenty (20) business days immediately preceding the dateof exercise of the Stock Appreciation Rights by the Consultant is $8.50, thenin that event, and the Consultant elected to exercise his Stock AppreciationRights for Twenty-Five Thousand (25,000) shares, the Stock Appreciation pershare would be $1.83 and $1.83 times 25,000 equals $45,750.

E.         **Number of Times to Exercise StockAppreciation Rights**: The Consultant may exercise his Stock AppreciationRights at one time or more than one time, but no more than five times, duringthe Effective Exercise Period for all or any portion of the Twenty-FiveThousand (25,000) shares of Common Stock that are the subject of the StockAppreciation Rights. 

F.         **Mechanics of Exercise of StockAppreciation Rights and Payment**: In the event that the Consultantelects to exercise the Consultant's Stock Appreciation Rights, the Consultantshall send a written notice ("**Exercise Notice**")  (in the form of **Exhibit A**hereto) to the President of the Company during the Effective Exercise Periodand the Company, upon receipt of the Exercise Notice, shall promptly pay to theConsultant the Stock Appreciation as determined pursuant to the terms andsubject to the conditions of this Agreement.        

G.        **Failure to Exercise StockAppreciation Rights During Effective Exercise Period**: In the event thatthe Consultant fails to exercise the Stock Appreciation Rights during theEffective Exercise Period, the Stock Appreciation Rights shall thereupon becomenull and void of no further force or effect.

3.         **Consultant's Involvement in theCompany Matters**: At the request of the President and Chief ExecutiveOfficer of the Company, the Consultant stands ready to perform such reasonableduties, services, and assignments on behalf of the Company as the President andChief Executive Officer may request, from time to time. 

Referring specifically to the transactioncontemplated by the draft of the July 12, 2004 Term Sheet or any successordocument thereto (the "**Renova Term Sheet**") by and among the Company,ComCor, and Renova, Inc. ("**Renova**"), the Consultant agrees that theConsultant, unless specifically requested by President and Chief ExecutiveOfficer of the Company or unless specifically requested by a representative ofRenova, Inc. ("**Renova**"), will not have any contact or communication,directly or indirectly, with Renova and/or Renova's representatives. TheConsultant acknowledges that he has been advised that the Company has agreedwith Renova that all negotiations between Renova, on the one hand, and theCompany, on the other hand, with respect to the transaction contemplated by theRenova Term Sheet shall be conducted on behalf of the Company through membersof the Disinterested Directors Committee of the Board of Directors of theCompany, on the one hand on behalf of the Company, and representatives ofRenova, on the other hand on behalf of Renova.

4.         **No Other Changes**:  Except as modified by this Amendment #2, theremaining provisions of the Agreement, as also modified by Amendment #1, shallremain in full force and effect.

**IN WITNESS WHEREOF**,the parties hereto have duly executed and delivered this Amendment #2 as of thedate first above written.

Consultant                                                        **MoscowCableCom Corp.** (the "Company")

/s/ Francis E. Baker                                          By:Oliver R. Grace**Francis E.Baker**                                           Name: OliverR. Grace, Jr.                                                                         Title: President and Chief Executive Officer

                                                                      **ExhibitA**

           **Formof Notice of Exercise of Stock Appreciation Rights (the "****Exercise Notice")**

** **

                                                                         [Date]

By Fax: (516) 626-1204

Oliver R. Grace, Jr., President and Chief Executive Officer,Moscow CableCom Corp.55 Brookville RoadGlen Head, New York 11545Re:       Stock Appreciation Rights

Dear Oliver:

I hereby provide you with written notice ofmy exercise, effective as of the date hereof, of my Stock Appreciation Rightswith respect to [_____________] shares of Common Stock pursuant to terms andsubject to the conditions of  Amendment#2 to my Consulting Agreement with Moscow CableCom Corp. dated July 30,2004.

Very truly yours,

Francis E. Baker