WARRANT AGREEMENT















EXHIBIT 1.04












WARRANT AGREEMENT


 


by and between


MOSCOW CABLECOM CORP.


and


COLUMBUS NOVA INVESTMENTS VIII LTD.


 


Dated  
January 13, 2005









TABLE OF CONTENTS


Page


SECTION 1.   Warrant Certificates.1


SECTION 2.   Execution of Warrant Certificates.1


SECTION 3.   Registration.2


SECTION 4.   Registration of Transfers and Exchanges.2


SECTION 5.   Exercisability and Cancellation of
Warrants; Exercise of Warrants; HSR Compliance.3


SECTION 6.   Payment of Taxes.4


SECTION 7.   Delivery of Warrant Shares.4


SECTION 8.   Mutilated or Missing Warrant Certificates.5


SECTION 9.   Reservation of Warrant Shares.5


SECTION 10.Adjustment of Exercise Price and Number of
Warrant Shares Issuable.6


(a)    Adjustment for Change in Capital Stock.6


(b)    Adjustment for Rights Issue.7


(c)    Adjustment for Other Distributions.8


(d)    Adjustment for Common Stock Issue.8


(e)    Adjustment for Convertible Securities Issue.9


(f)     Market Price.10


(g)     Consideration Received.11


(h)     When De Minimis Adjustment May Be Deferred.11


(i)     Notice of Adjustment.12


(j)    Voluntary Reduction.12


(k)    Reorganization of Company.12


(l)     Adjustment in Number of Shares.13


(m)     Form of Warrants.13


SECTION 11.No Dilution or Impairment.13


SECTION 12.Fractional Interests.14


SECTION 13.Notices to Warrantholder.14


SECTION 14.Notices to Company and Warrantholder.16


SECTION 15.Amendments and Waivers.17


SECTION 16.Representations and Warranties of the
Warrantholder.17


SECTION 17.Successors.17


SECTION 18.Termination.17


SECTION 19.Governing Law; Jurisdiction; Venue.17


SECTION 20.Equitable Remedies.18


SECTION 21.Benefits of this Warrant Agreement.18


SECTION 22.Headings.19


SECTION 23.Interpretation.19


SECTION 24.Entire Agreement.19


SECTION 25.Joint Drafting.19


SECTION 26.Severability.19


SECTION 27.Counterparts.20


EXHIBIT A: FORM OF WARRANT
CERTIFICATE









This
WARRANT AGREEMENT (this "Warrant Agreement") dated as of                                          
January 13, 2005, by and between Moscow CableCom Corp., a Delaware
corporation (including any successor, the "Company"), and Columbus
Nova Investments VIII Ltd., a Bahamas company or its registered assigns (the
"Warrantholder").


WHEREAS,
the parties hereto have entered into a Series B Convertible Preferred Stock
Subscription Agreement dated August 26, 2004, as amended on December 1, 2004
(the "Subscription Agreement"), pursuant to which the Warrantholder
has acquired 4,500,000 shares of Series B Convertible Preferred Stock, par
value $.01 per share of the Company ("Series B Preferred Stock"),
which are currently convertible into 4,500,000 shares of Common Stock (as
defined herein) of the Company; 


WHEREAS,
the Warrantholder and ZAO COMCOR TV, a closed joint stock company
organized under the laws of the Russian Federation and a wholly owned
subsidiary of the Company ("COMCOR-TV"), entered into a Term Loan Facility dated August
26, 2004, pursuant to which COMCOR-TV has drawn down $18,500,000; and


WHEREAS,
the Company has authorized a series of warrants to purchase shares of the
Series B Preferred Stock known as the Series B Convertible Preferred Stock
Warrants (the "Warrants"), and approved the issuance and grant to the
Warrantholder of 8,283,000 Warrants, with each Warrant entitling the Warrantholder to purchase one
share of Series B Preferred Stock (the "Warrant Shares") at the
Exercise Price (as defined herein);


NOW,
THEREFORE, in consideration of the foregoing and the mutual covenants and
agreements contained herein, and intending to be legally bound hereby, the
parties hereto hereby agree as follows:


SECTION 1.                  
Warrant Certificates.


  The Company
shall promptly cause to be executed and delivered to the Warrantholder
certificate(s) evidencing the Warrants ("Warrant Certificate(s)") to
be issued to the Warrantholder.  The
Warrant Certificate(s) shall be issued in registered form only, shall be
substantially in the form set forth in Exhibit A attached hereto, and may have
such letters, numbers or other identification marks and legends, summaries or
endorsements printed thereon as the Company may deem appropriate and that are
not inconsistent with the terms of this Warrant Agreement or as may be required
by applicable law, rule or regulation. 
The Warrant Certificate(s) shall be dated the date hereof. 


SECTION 2.                  
Execution of Warrant
Certificates.


  The Warrant
Certificate(s) shall be signed on behalf of the Company by its Chief Executive
Officer, President or a Director of the Company. Each such signature upon the
Warrant Certificate(s) may be in the form of a facsimile signature and may be
imprinted or otherwise reproduced on the Warrant Certificate(s) and for the
purpose the Company may adopt and use the facsimile signature of any person who
shall have been Chief Executive Officer, President or director of the Company,
notwithstanding the fact that at the time the Warrant Certificate(s) shall be
delivered or disposed of he or she shall have ceased to hold such office. 


In case any
officer or director of the Company who shall have signed the Warrant
Certificate(s) shall cease to be such officer before the Warrant Certificate(s)
so signed shall have been disposed of by the Company, such Warrant
Certificate(s) nevertheless may be delivered or disposed of as though such
person had not ceased to be such officer of the Company; and any Warrant
Certificate(s) may be signed on behalf of the Company by any person who, at the
actual date of the execution of such Warrant Certificate(s), shall be a proper
officer of the Company to sign such Warrant Certificate(s), although at the
date of the execution of this Warrant Agreement any such person was not such
officer.


SECTION 3.                  
Registration.


  The Company
will keep or cause to be kept books for registration of ownership and transfer
of the Warrant Certificate(s) issued pursuant to this Warrant Agreement. The
Warrant Certificate(s) issued pursuant to this Warrant Agreement shall be
numbered by the Company and initially shall be registered by the Company in the
name of the Warrantholder. The Company may deem and treat the registered holder
of the Warrant Certificate(s) as the absolute owner thereof (notwithstanding
any notation of ownership or other writing thereon made by anyone), for the
purpose of any exercise thereof and for all other purposes, and the Company
shall not be affected by any notice to the contrary.


SECTION 4.                  
Registration of Transfers and
Exchanges.


               
(a)                       
Transfers.  Subject to the following
provisions of this Section 4, the Warrants are transferable, in whole or in
part, upon surrender of the Warrant Certificate(s) evidencing such Warrants at
the office of the Company referred to in Section 14, together with a written
assignment in the form of the Assignment appearing at the end of the form of Warrant
Certificate attached hereto, duly executed by the Warrantholder or its agent or
attorney. Upon such surrender, the Company shall, subject to this Section 4,
register or cause the registration of the transfer upon the books maintained by
or on behalf of the Company for such purpose. If the Warrants evidenced by the
Warrant Certificate(s) are to be transferred in whole, the Company shall
execute and deliver new Warrant Certificate(s) in the name of the assignee or
assignees in the denominations specified in the instrument of assignment. If
the Warrants evidenced by the Warrant Certificate(s) are to be transferred in
part, the Company shall execute and deliver new Warrant Certificate(s) to and
in the name of the assignee or assignees in the denominations specified in the
instrument of assignment and new Warrant Certificate(s) to and in the name of
the Warrantholder in an amount equal to the number of Warrants evidenced by the
surrendered Warrant Certificate(s) that were not transferred.


              
(b)                       
Restrictions on Transfer.  The Warrants may not be
sold, pledged, hypothecated, assigned, conveyed, transferred or otherwise
disposed of (each a "transfer") unless the transfer complies with all
applicable securities laws and the provisions of this Warrant Agreement.


               
(c)                       
Exchanges. The Warrant Certificate(s) may be exchanged, at the option of the
Warrantholder, upon surrender of such Warrant Certificate(s) at the office of
the Company referred to in Section 14, for one or more other Warrant
Certificate(s) representing in the aggregate the same number of Warrants as was
represented by the surrendered Warrant Certificate(s). 


              
(d)                       
Legend on Warrant Shares.  If required under
applicable law, rule or regulation, the Warrant Shares to be issued upon
exercise of any Warrant shall be stamped or imprinted with a legend
substantially in the following form: 


THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY
STATE. THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD,
ASSIGNED, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT IN COMPLIANCE WITH, OR
PURSUANT TO AN EXEMPTION FROM, THE REQUIREMENTS OF SUCH ACT AND LAWS. 


If the Warrant Shares are issued with the aforementioned legend, upon
the occurrence of any event permitting the removal of such legend, the Company,
upon the surrender of certificates containing such legend, shall, at its own
expense, deliver to the holder one or more new certificates evidencing Warrant
Shares not bearing such legend.


SECTION
5.                  
Exercisability and Cancellation of
Warrants; Exercise of Warrants; HSR Compliance.  


               
(a)                       
Exercise.  Subject to the terms and
conditions set forth in this Section 5, the Warrants may be exercised, in whole
or in part (but not as to any fractional part of a Warrant), at any time or
from time to time on and from the date hereof until 5:00 p.m., New York City
time, on the fifth anniversary of the date hereof (the "Expiration
Date").  To exercise any Warrant,
the Warrantholder shall deliver to the Company at its office referred to in
Section 14 the following: (i) a written notice in the form of the Election to
Purchase appearing at the end of the form of Warrant Certificate attached
hereto of the Warrantholder's election to exercise Warrants, which notice shall
specify the number of Warrants being exercised; (ii) the Warrant Certificate(s)
evidencing the Warrants being exercised; and (iii) payment of the aggregate
Exercise Price.  All rights of the
Warrantholder with respect to any Warrant that has not been exercised on or
prior to 5:00 p.m., New York City time, on the Expiration Date shall
immediately cease and such Warrants shall be automatically cancelled without
any further action on the part of the Company or the Warrantholder.


All Warrant
Certificates surrendered upon exercise of Warrants shall be cancelled and
disposed of by the Company.  The Company
shall keep copies of this Warrant Agreement and any notices given or received
hereunder available for inspection by the holders during normal business hours
at its office.


              
(b)                       
Payment of Exercise Price.  The exercise price shall
be $5.00 per Warrant, subject to adjustment pursuant to Section 10 (the
"Exercise Price").   Payment
of the aggregate Exercise Price with respect to Warrants being exercised
hereunder shall be made by the payment to the Company, in cash, by check or
wire transfer, of an amount equal to the Exercise Price multiplied by the
number of Warrants then being exercised.


               
(c)                       
HSR Compliance.


If the Warrantholder determines that a notification under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules
and regulations promulgated thereunder (the "HSR Act"), is required
in connection with the exercise of any Warrants, the Company together with the
Warrantholder shall (i) file as soon as practicable after the date of such
determination notifications under the HSR Act, (ii) respond as promptly as
practicable to all inquiries or requests received from the United States
Federal Trade Commission or the Antitrust Division of the Department of Justice
for additional information or documentation and (iii) respond as promptly as
practicable to all inquiries and requests received from any State Attorney
General or other governmental authority in connection with antitrust matters.  The Company shall take such action as may be
necessary to ensure that any necessary notifications or filings are made and
that all inquiries and requests received from the relevant governmental
authorities are responded to as promptly as practicable.


SECTION 6.                  
Payment of Taxes.


  The Company
shall be responsible for paying any and all issue, documentary, stamp or other
taxes that may be payable in respect of any issuance or delivery of Warrant
Shares on the exercise of a Warrant.


SECTION 7.                  
Delivery of Warrant Shares.


   The
Company shall, as promptly as practicable, and in any event within three (3)
business days, execute and deliver or cause to be executed and delivered, to or
upon the written order of the Warrantholder, and in the name of the
Warrantholder or such Warrantholder's designee, a stock certificate or stock
certificates representing the number of Warrant Shares to be issued on exercise
of the Warrant(s). Such certificates may bear any restrictive legend required
under applicable law, rule or regulation. The stock certificate or certificates
so delivered shall be registered in the name of the Warrantholder or such other
name as shall be designated in said notice. A Warrant shall be deemed to have
been exercised and such stock certificate or stock certificates shall be deemed
to have been issued, and such holder or any other Person so designated to be
named therein shall be deemed to have become a holder of record of such shares
for all purposes, as of the date that such notice, together with payment of the
aggregate Exercise Price and the Warrant Certificate or Warrant Certificates
evidencing the Warrants to be exercised, is received by the Company as
aforesaid. If the Warrants evidenced by any Warrant Certificate are exercised
in part, the Company shall, at the time of delivery of the certificates
representing the Warrant Shares, deliver to the Warrantholder a new Warrant
Certificate evidencing the Warrants that were not exercised or surrendered,
which shall in all respects (other than as to the number of Warrants evidenced
thereby) be identical to the Warrant Certificate being exercised. Any Warrant
Certificates surrendered upon exercise of Warrants shall be canceled by the
Company.


SECTION 8.                  
Mutilated or Missing Warrant
Certificates.


  In case any
Warrant Certificate shall be mutilated, lost, stolen or destroyed, the Company
shall issue, in exchange and substitution for and upon cancellation of the
mutilated Warrant Certificate, or in lieu of and substitution for the Warrant
Certificate lost, stolen or destroyed, a new Warrant Certificate representing
an equivalent number of Warrants, but only upon surrender of the mutilated
certificate or upon receipt of evidence reasonably satisfactory to the Company
of such loss, theft or destruction of such Warrant Certificate as applicable.  In the case of a lost, stolen or destroyed
Warrant Certificate, a new Warrant Certificate shall be issued by the Company
only upon the Company's receipt of reasonably satisfactory evidence of such
loss, theft or destruction.


SECTION 9.                  
Reservation of Warrant Shares.


  The Company
will at all times reserve and keep available, free from preemptive rights, out
of the aggregate of its authorized but unissued Series B Preferred Stock and
Common Stock into which such Series B Preferred Stock is convertible or its
authorized and issued Series B Preferred Stock and Common Stock held in its
treasury, for the purpose of enabling it to satisfy any obligation to issue
Warrant Shares upon exercise of Warrants, the maximum number of shares of
Series B Preferred Stock that may then be deliverable upon the exercise of all
outstanding Warrants and the maximum number of shares of Common Stock in which
such Series B Preferred Stock is convertible.


The Company
will be irrevocably authorized and directed at all time to reserve such number
of authorized shares as shall be required for the purpose described above.  The Company will keep a copy of this Warrant
Agreement on file for any shares of the Company's capital stock issuable upon
the exercise of the rights of purchase represented by the Warrants. 


Before
taking any action that would cause an adjustment pursuant to Section 10 hereof
to reduce the Exercise Price below the then par value (if any) of the Warrant
Shares, the Company will take any corporate action that may, in the opinion of
its counsel (that may be counsel employed by the Company), be necessary in
order that the Company may validly and legally issue fully paid and
nonassessable Warrant Shares at the Exercise Price as so adjusted.


The Company
covenants that all Warrant Shares that may be issued  upon exercise of Warrants will, upon issue, be fully paid,
nonassessable, free of preemptive rights and free from all taxes, liens,
charges and security interests with respect to the issue thereof.


SECTION 10.              
Adjustment of Exercise Price
and Number of Warrant Shares Issuable.


The Exercise Price and the
number of the Warrant Shares issuable upon the exercise of each Warrant are
subject to adjustment from time to time upon the occurrence of the events
enumerated in this Section.  "Common
Stock" means shares now or hereafter authorized of any class of common
stock of the Company and any other stock of the Company, however designated,
that has the right (subject to any prior rights of any class or series of
preferred stock) to participate in any distribution of the assets or earnings
of the Company without limit as to percentage or per share amount.


(a)               
Adjustment for Change in Capital
Stock.  


If the
Company:


(i)                 
pays a dividend or makes a
distribution on its Common Stock in shares of its Common Stock;


(ii)               
subdivides its outstanding shares of
Common Stock into a greater number of shares;


(iii)              
combines its outstanding shares of
Common Stock into a smaller number of shares;


(iv)             
makes a distribution on its Common
Stock in shares of its capital stock other than Common Stock or preferred
stock; or


(v)               
issues by reclassification of its
Common Stock any shares of its capital stock;


then the Exercise Price and the
number and kind of shares of capital stock of the Company issuable upon the
exercise of each Warrant as in effect immediately prior to such action shall be
proportionately adjusted so that the holder of any Warrant thereafter exercised
may receive the aggregate number and kind of shares of capital stock of the
Company that he or she would have owned immediately following such action if
such Warrant had been exercised immediately prior to such action.


The
adjustment shall become effective immediately after the record date in the case
of a dividend or distribution and immediately after the effective date in the
case of a subdivision, combination or reclassification.


If after an
adjustment the Warrantholder, upon exercise of the Warrants, shall be entitled
to receive shares of more than one class of capital stock of the Company, the
board of Directors of the Company (the "Board of Directors") shall determine
the allocation of the adjusted Exercise Price between the classes of capital
stock in good faith.  After such
allocation, the exercise rights and the Exercise Price with respect to each
such class of capital stock shall thereafter be subject to adjustment on terms
comparable to those applicable to Common Stock in this Section 10.


Such
adjustment shall be made successively whenever any event set forth above shall
occur.


(b)              
Adjustment for Rights Issue.


If the
Company distributes any rights, options or warrants to all holders of its
Common Stock entitling them for a period expiring within 60 days after the
record date for such distribution to purchase shares of Common Stock at a price
per share less then the market price per share on that record date, the Exercise
Price shall be adjusted in accordance with the formula:


                                          O + (N x P)


            E'         =          E
x           M_


                                             O + N


where:


            E'         =          the
adjusted Exercise Price.


            E          =          the
Exercise Price immediately prior to the adjustment.


            O         =          the
number of shares of Common Stock outstanding on the record date for such rights
issuance.


            N         =          the
number of additional shares of Common Stock offered pursuant to such rights
issuance.


            P          =          the
offering price per share of the additional shares.


            M         =          the
market price per share of Common Stock on the record date for such rights
issuance.


The
adjustment shall be made successively whenever any such rights, options or
warrants are issued and shall become effective immediately after the record
date for the determination of stockholders entitled to receive the rights,
options or warrants.  If at the end of
the period during which such rights, options or warrants are exercisable, not
all rights, options or warrants shall have been exercised, the Exercise Price
shall be immediately readjusted to what it would have been if "N" in
the above formula had been the number of shares actually issued.


(c)               
Adjustment for Other Distributions.  


If the
Company distributes to all holders of its Common Stock any of its assets
(including but not limited to cash), debt securities, preferred stock, or any
rights or warrants to purchase debt securities, preferred stock, assets or
other securities of the Company, the Exercise Price shall be adjusted in
accordance with the formula:


            E'         =          E
x  (M - F)


                                              M


where:


            E'         =          the
adjusted Exercise Price.


            E          =          the
Exercise Price immediately prior to the adjustment.


            M         =          the
market price per share of Common Stock on the record date mentioned below.


            F          =          the
fair market value on the record date for such distribution of the assets,
securities, rights or warrants applicable to one share of Common Stock.  The Board of Directors shall determine the
fair market value in good faith.


The
adjustment shall be made successively whenever any such distribution is made
and shall become effectively immediately after the record date for such
distribution.


This
subsection (c) does not apply to rights, options or warrants referred to in
subsection (b) of this Section 10.


(d)              
Adjustment for Common Stock Issue.


If the
Company issues shares of Common Stock for a consideration per share less than
the market price per share on the date the Company fixes the offering price of
such additional shares, the Exercise Price shall be adjusted in accordance with
the formula:


            E'         =          E
x  O  
+ ( P)   


                                                      M   


           
                                    A


where:


            E'         =          the
adjusted Exercise Price.


            E          =          the
Exercise Price immediately prior to the adjustment.


            O         =          the
number of shares outstanding immediately prior to the issuance of such
additional shares.


            P          =          the
aggregate consideration received for the issuance of such additional shares.


            M         =          the
market price per share on the date of issuance of such additional shares.


            A         =          the
number of shares outstanding immediately after the issuance of such additional
shares.


The
adjustment shall be made successively whenever any such issuance is made, and
shall become effective immediately after such issuance. 


This
subsection (d) does not apply to:


(i)                 
any of the transactions described in
subsections (b) and (c) of this Section 10,


(ii)               
the exercise of Warrants, or the
conversion or exchange of other securities convertible or exchangeable for
Common Stock and that are outstanding on the date hereof,


(iii)              
shares of Common Stock issued to the
Company's directors, employees and consultants under bona fide employee benefit
plans adopted by the Board of Directors and approved by the stockholders of the
Company when required by law, if such Common Stock would otherwise be covered
by this subsection (d) (but only to the extent that the aggregate number of
shares excluded hereby and issued after the date hereof shall not exceed 5% of
the Common Stock outstanding on a fully diluted basis at the time of the
adoption of any such plan, exclusive of anti-dilution adjustments thereunder),


(iv)             
Common Stock issued to the Company's
management pursuant to the Option Grant (as defined in the Subscription
Agreement), or


(v)               
Common Stock issued in a bona fide
public offering pursuant to a firm commitment underwriting.


(e)               
Adjustment for Convertible Securities
Issue.


If the Company
issues any securities convertible into or exchangeable for Common Stock (other
than securities issued in transactions described in subsections (b) and (c) and
the exceptions set forth in paragraphs (i) to (v) of subsection (d) of this
Section 10) for a consideration per share of Common Stock initially deliverable
upon conversion or exchange of such securities less than the market price per
share on the date of issuance of such securities, the Exercise Price shall be
adjusted in accordance with this formula:


                                          O + P


            E'         =          E
x        M_


                                             (O + D)


where:


            E'         =          the
adjusted Exercise Price.


            E          =          the
Exercise Price immediately prior to the adjustment.


            O         =          the
number of shares outstanding immediately prior to the issuance of such
securities.


            P          =          the
aggregate consideration received for the issuance of such securities.


            M         =          the
market price per share on the date of issuance of such convertible securities.


            D         =          the
maximum number of shares deliverable upon conversion or in exchange for such securities
at the initial conversion or exchange rate.


The
adjustment shall be made successively whenever any such issuance is made, and
shall become effective immediately after such issuance.


If all of
the shares of Common Stock deliverable upon conversion or exchange of such
securities have not been issued when such securities are no longer outstanding
or the ability to convert or exchange terminates, then the Exercise Price shall
promptly be readjusted to the Exercise Price that would then be in effect had
the adjustment upon the issuance of such securities been made on the basis of
the actual number of shares of Common Stock issued upon conversion or exchange
of such securities.


This subsection (e) does not apply to convertible securities
issued in a bona fide public offering pursuant to a firm commitment
underwriting.


(f)                
Market Price.


In this
Agreement, the market price per share of Common Stock on any date shall equal
the average of the Quoted Prices of the Common Stock for 30 consecutive trading
days commencing 45 trading days before the date in question.  The "Quoted Price" of the Common
Stock is the last reported sales price of the Common Stock as reported by
Nasdaq, National Market System, or if the Common Stock is listed on a
securities exchange, the last reported sales price of the Common Stock on such
exchange, which shall be for consolidated trading if applicable to such
exchange, or if neither so reported or listed, the last reported bid price of
the Common Stock.  In the absence of one
or more such quotations, the Board of Directors of the Company shall determine
the market price on the basis of such quotations and evaluations as it in
reasonable good faith considers appropriate; provided, however, that if the
Warrantholder objects in writing to such determination within 20 business days
after receiving notice of any adjustment based in part on such determination,
the market price shall be determined by a nationally recognized investment
banking firm jointly selected within 20 business days of such objection by the
Company and Warrantholder or, if no such joint selection can be agreed upon, by
an investment banking firm, selected by the American Arbitration Association
(at the Company's expense if the investment banker's determination is less than
the Company's determination, and at the expense of the objecting Warrantholder
if the investment banker's determination is equal to or greater than the
Company's determination). 


(g)               
Consideration Received.


For
purposes of any computation respecting consideration received pursuant to
subsections (d) and (e) of this Section 10, the following shall apply: 


(i)                 
in the case of the issuance of shares
of Common Stock for cash, the consideration shall be the amount of such cash;


(ii)               
in the case of the issuance of shares
of Common Stock for a consideration in whole or in part other than cash, the
consideration other than cash shall be deemed to be the fair market value
thereof as determined in good faith by the Board of Directors (irrespective of
the accounting treatment thereof), whose determination shall be conclusive, and
described in a Board resolution, subject to the rights of a majority in
interest of the outstanding Warrants to object as provided in clause (f) above,
in which case fair market value shall be determined pursuant to the procedure
specified therein; and


(iii)              
in the case of the issuance of
securities convertible into or exchangeable for shares, the aggregate
consideration received therefor shall be deemed to be the consideration
received by the Company for the issuance of such securities plus the additional
minimum consideration, if any, to be received by the Company upon the
conversion or exchange thereof (the consideration in each case to be determined
in the same manner as provided in clauses (i) and (ii) of this subsection). 


(h)               
When De Minimis Adjustment May Be
Deferred.


No
adjustment in the Exercise Price need be made unless the adjustment would
require an increase or decrease of at least 1% in the Exercise Price.  Any adjustments that are not made shall be
carried forward and taken into account in any subsequent adjustment. 


All
calculations under this Section 10 shall be made to the nearest one cent (or,
for purposes of subsection (l) of this Section 10, 1/1000th of a cent) or to
the nearest 1/100th of a share, as the case may be. 


(i)                 
Notice of Adjustment.


Whenever
the Exercise Price is adjusted, the Company shall provide the notices required
by Section 13 hereof. 


(j)                
Voluntary Reduction.


The Company
from time to time may reduce the Exercise Price by any amount for any period of
time of at least 20 days and the reduction shall be irrevocable during such
period; provided, however, that in no event may the Exercise Price be less than
the par value of a share of Common Stock. 



Whenever
the Exercise Price is reduced, the Company shall mail to the Warrantholder a
notice of the reduction.  The Company
shall mail the notice at least 15 days before the date the reduced Exercise
Price takes effect.  The notice shall
state the reduced Exercise Price and the period it will be in effect. 


A reduction
of the Exercise Price shall not change or adjust the Exercise Price otherwise
in effect for purposes of subsections (a), (b), (c), (d) and (e) of this
Section 10. 


(k)              
Reorganization of Company.


If the
Company consolidates or merges with or into, or transfers or leases all or
substantially all its assets to, any person, upon consummation of such
transaction the Warrants shall automatically become exercisable for the kind
and amount of securities, cash or other assets that the holder of a Warrant
would have owned immediately after the consolidation, merger, transfer or lease
if the holder had exercised the Warrant immediately before the effective date
of the transaction. Concurrently with the consummation of such transaction, the
corporation formed by or surviving any such consolidation or merger if other
than the Company, or the person to which such sale or conveyance shall have
been made, shall execute a written supplemental undertaking so providing and
further providing for adjustments that shall be as nearly equivalent as may be
practical to the adjustments provided for in this Section. The successor
Company shall mail to the Warrantholder a notice describing the undertaking in
accordance with Section 13 hereof.


If the
issuer of securities deliverable upon exercise of Warrants under the
supplemental referred to in the preceding paragraph is an affiliate of the
formed, surviving, transferee or lessee corporation, that issuer shall join in
the supplemental undertaking. 


(l)                 
Adjustment in Number of Shares.


Upon each
adjustment of the Exercise Price pursuant to this Section 10, each Warrant
outstanding prior to the making of the adjustment in the Exercise Price shall
thereafter evidence the right to receive upon payment of the adjusted Exercise
Price that number of Warrant Shares (calculated to the nearest hundredth)
obtained from the following formula: 


                        N' =  N x E


                                    E'


where: 


            N'        =          the
adjusted number of Warrant Shares issuable upon exercise of a Warrant by
payment of the adjusted Exercise Price.


            N         =          the
number of Warrant Shares previously issuable upon exercise of a Warrant by
payment of the Exercise Price prior to adjustment.


            E'         =          the
adjusted Exercise Price.


            E          =          the
Exercise Price immediately prior to the adjustment.


(m)             
Form of Warrants.


Irrespective
of any adjustments in the Exercise Price or the number or kind of shares
purchasable upon the exercise of the Warrants, Warrants theretofore or
thereafter issued may continue to express the same price and number and kind of
shares as are stated in the Warrants initially issuable pursuant to this
Warrant Agreement. 


SECTION 11.              
No Dilution or Impairment.


  


               
(a)                       
If any event shall occur as to which
the provisions of Section 10 are not strictly applicable but the failure to
adjust the Exercise Price would adversely affect the purchase rights
represented by the Warrants in accordance with the essential intent and
principles of such Section, then, in each such case, the Company shall appoint
an investment banking firm of recognized national standing, or any other financial
expert that does not (or whose directors, officers, employees, affiliates or
stockholders do not) have a direct or material indirect financial interest in
the Company or any of its Subsidiaries, who has not been, and, at the time it
is called upon to give independent financial advice to the Company, is not (and
none of its directors, officers, employees, affiliates or stockholders are) a
promoter, director or officer of the Company or any of its Subsidiaries, which
shall give their opinion upon the adjustment, if any, on a basis consistent
with the essential intent and principles established in Section 10, necessary
to preserve, without dilution, the purchase rights, represented by the
Warrants. Upon receipt of such opinion, the Company will promptly mail a copy
thereof to the holders of the Warrants and shall make the adjustments described
therein. 


              
(b)                       
The Company will not, by amendment of
its certificate of incorporation or through any consolidation, merger,
reorganization, transfer of assets, dissolution, issue or sale of securities or
any other voluntary action, avoid or seek to avoid the observance or
performance of any of the terms of the Warrants, but will at all times in
reasonable good faith assist in the carrying out of all such terms and in the taking
of all such action as may be necessary or appropriate in order to protect the
rights of the holders of the Warrants against dilution or other
impairment.  Without limiting the
generality of the foregoing, the Company (1) will take all such action as may
be necessary or appropriate in order that the Company may validly and legally
issue fully paid and nonassessable shares of Series B Preferred Stock upon the
exercise of the Warrants from time to time outstanding and (2) will not take
any action that results in any adjustment of the Exercise Price if the total
number of Warrant Shares issuable after the action upon the exercise of all of
the Warrants would exceed the total number of shares of Series B Preferred
Stock or shares of Common Stock into which the Series B Preferred Stock shall
be convertible then authorized by the Company's certificate of incorporation
and available for the purposes of issue upon such exercise. A consolidation,
merger, reorganization or transfer of assets involving the Company covered by
Section 10 shall not be prohibited by or require any adjustment under this
Section 11. 


SECTION 12.              
Fractional Interests.


  The Company
shall not be required to issue fractional Warrant Shares on the exercise of
Warrants.  If more than one Warrant
shall be presented for exercise in full at the same time by the same holder,
the number of full Warrant Shares that shall be issuable upon the exercise
thereof shall be computed on the basis of the aggregate number of Warrant
Shares purchasable on exercise of the Warrants so presented.  If, notwithstanding the aggregation pursuant
to the preceding sentence, any fraction of a Warrant Share would be issuable on
the exercise of any Warrants (or specified portion thereof), the Company shall
pay an amount in cash equal to the Exercise Price on the day immediately
preceding the date the Warrant is presented for exercise, multiplied by such
fraction. 


SECTION 13.              
Notices to Warrantholder.


  Upon any
adjustment of the Exercise Price pursuant to Section 10 or Section 11, the
Company shall promptly thereafter (i) cause to be filed with the Company a
certificate that includes the report of a firm of independent public
accountants of recognized standing selected by the Board of Directors (who may
be the regular auditors of the Company) setting forth the Exercise Price after
such adjustment and setting forth in reasonable detail the method of
calculation and the facts upon which such calculations are based and setting
forth the number of Warrant Shares (or portion thereof) issuable after such adjustment
in the Exercise Price, upon exercise of a Warrant and payment of the adjusted
Exercise Price, and (ii) cause to be given to the Warrantholder written notice
of such adjustments (including a copy of such certificate). Where appropriate,
such notice may be given in advance and included as a part of the notice
required to be mailed under the other provisions of this Section 13. 


In case: 


(a)               
the Company shall authorize the issuance to all holders of
shares of Common Stock, rights, options or warrants to subscribe for or
purchase shares of Common Stock or of any other subscription rights or
warrants;


(b)              
the Company shall authorize the distribution to all
holders of shares of Common Stock of its indebtedness or assets; 


(c)               
of any consolidation or merger to which the Company is a
party and for which approval of any stockholders of the Company is required, or
of the conveyance or transfer of the properties and assets of the Company
substantially as an entirety, or of any reclassification or change of Series B
Preferred Stock issuable upon exercise of the Warrants or Common Stock (other
than a change in par value, or from par value to no par value, or from no par
value to par value, or as a result of a subdivision or combination), or a
tender offer or exchange offer for shares of Common Stock;


(d)              
of the voluntary or involuntary dissolution, liquidation
or winding up of the Company; or


(e)               
the Company proposes to take any action (other than
actions of the character described in Section 10(a)) that would require an
adjustment of the Exercise Price or that would require a supplemental
undertaking pursuant to Section 10;


then the Company shall cause to be given to the Warrantholder at his
address appearing on the Warrant register, at least 20 days (or 10 days in any
case specified in clauses (a) or (b) above) prior to the applicable record date
hereinafter specified, or promptly in the case of events for which there is no
record date, a written notice stating (i) the date as of which the holders of
record of shares of Common Stock to be entitled to receive any such rights,
options, warrants or distribution are to be determined, (ii) the initial
expiration date set forth in any tender offer or exchange offer for shares of
Common Stock, or (iii) the date on which any such reclassification,
consolidation, merger, conveyance, transfer, dissolution, liquidation or
winding up is expected to become effective or consummated, and the date as of
which it is expected that holders of record of shares of Common Stock shall be
entitled to exchange such shares for securities or other property, if any,
deliverable upon such reclassification, consolidation, merger, conveyance,
transfer, dissolution, liquidation or winding up. The failure to give the
notice required by this Section 13 or any defect therein shall not affect the
legality or validity of any distribution, right, option, warrant,
consolidation, merger, conveyance, transfer, dissolution, liquidation or
winding up, or the vote upon any action. 


Nothing
contained in this Warrant Agreement or in any of the Warrant Certificates shall
be construed as conferring upon the holders thereof the right to vote or to
consent or to receive notice as stockholders in respect of the meetings of
stockholders or the election of Directors of the Company or any other matter,
or any rights whatsoever as stockholders of the Company. 


SECTION 14.              
Notices to Company and
Warrantholder.


  All notices
and other communications hereunder shall be in writing and shall be deemed duly
given (i) on the date of delivery if delivered personally, (ii) on the date of
confirmation of receipt (or, the first business day following such receipt if
the date is not a business day or the receipt is after 5 p.m.) of transmission
by facsimile, or (iii) on the date of confirmation of receipt (or, the first
business day following such receipt if the date is not a business day or the
receipt is after 5 p.m.) if delivered by courier. Subject to the foregoing, all
notices hereunder shall be delivered as set forth below, or pursuant to such
other instructions as may be designated in writing by the party to receive such
notice:


To the
Company:                      


Moscow
CableCom Corp.

405 Park Avenue

Suite 1203

New York, NY 10022

Attention: Oliver Grace

Facsimile: +1-212-888-5620


With a
courtesy copy (which shall not constitute notice to the Company):




Oliver R. Grace, Jr.

55 Brookville Road

Glen Head, NY 11545

Facsimile: +1-516-626-1204


To the
Warrantholder:




Columbus Nova Investments VIII Ltd.

590 Madison Avenue

38th Floor

New York, NY 10022

United States

Attention: Ivan Isakov

Facsimile:  +1-212-308-6623


with a
courtesy copy (which shall not constitute notice to the Warrantholder) to:


Skadden,
Arps, Slate, Meagher & Flom LLP

An der Welle 5

60322 Frankfurt am Main

Germany

Attention: Hilary Foulkes

Facsimile: +49-69-74220300


 


SECTION 15.              
Amendments and Waivers.


  No
amendment of any provision of this Warrant Agreement shall be valid unless the
same (x) shall be in writing and signed by the parties and (y) shall be
approved by the Audit Committee of the Board of Directors of the Company.  Either party to this Warrant Agreement may
(i) extend the time for the performance of any of the obligations or other acts
of the other party, (ii) waive any inaccuracies in the representations and
warranties of the other party contained herein or in any document delivered by
the other party pursuant hereto or (iii) waive compliance with any of the
agreements or conditions of the other party contained herein.  Any such extension or waiver shall be valid
only if set forth in an instrument in writing signed by the party to be bound
thereby.  Any waiver of any term or
condition shall not be construed as a waiver of any subsequent breach or a
subsequent waiver of the same term or condition, or a waiver of any other term
or condition, of this Warrant Agreement. 
The failure of any party to assert any of its rights hereunder shall not
constitute a waiver of any of such rights.


SECTION
16.              
Representations and Warranties of the
Warrantholder.


The
Warrantholder, by its acceptance of the Warrants to be issued herewith
represents and warrants to the Company that (a) it is an "accredited
investor" as such term is defined in Rule 501(a) of Regulation D
promulgated under the Securities Act, and (b) it is acquiring the Warrants and
the Warrant Shares to be issued upon exercise of such Warrants for investment,
for its own account, and not with a view to, or for sale in connection with,
any distribution.


SECTION 17.              
Successors.


  All the
covenants and provisions of this Warrant Agreement by or for the benefit of the
Company shall bind and inure to the benefit of its respective successors and
assigns hereunder.


SECTION 18.              
Termination.


  This
Warrant Agreement shall terminate on the earlier of (i) the Expiration Date and
(ii) the date on which all Warrants have been exercised or canceled in
accordance with Section 5.


SECTION
19.              
Governing Law; Jurisdiction; Venue.  


               
(a)                  Governing Law. This Warrant Agreement shall be governed by, and construed in
accordance with, the laws of the State of New York, without giving effect to
any choice or conflict of law provision or rule (whether of the State of New
York or any other jurisdiction) that would cause the application of the Laws of
any jurisdiction other than the State of New York.


              
(b)                   Jurisdiction.  The Company and the
Warrantholder by its acceptance of the Warrants each hereby irrevocably and
unconditionally submits, for itself and its property, to the jurisdiction of
the Supreme Court of the State of New York sitting in New York County and of
the United States District Court for the Southern District of New York, and any
appellate court from any thereof, in respect of actions brought against it as a
defendant, in any action, suit or proceeding arising out of or relating to this
Warrant Agreement or the Warrant Certificates and Warrants to be issued
pursuant hereto, or for recognition or enforcement of any judgment, and each of
the parties hereto hereby irrevocably and unconditionally agrees that all
claims in respect of any such action, suit or proceeding may be heard and
determined in such courts. Each of the parties hereto agrees that a final
judgment in any such action, suit or proceeding shall be conclusive and may be
enforced in other jurisdictions by suit on the judgment or in any other manner
provided by law. 


               
(c)                    
Venue.
Each of the Company and the Warrantholder irrevocably and unconditionally
waives, to the fullest extent it may legally and effectively do so, any
objection that it may now or hereafter have to the laying of venue of any
action, suit or proceeding arising out of or relating to this Warrant
Agreement, or the Warrant Certificate(s) and Warrants to be issued pursuant
hereto, in any court referred to in clause (b). Each of the Company and the
Warrantholder hereby irrevocably waives, to the fullest extent permitted by
law, the defense of an inconvenient forum to the maintenance of such action,
suit proceeding in any such court.


SECTION
20.              
Equitable Remedies.


The parties agree that irreparable harm would occur
in the event that any of the agreements and provisions of this Warrant
Agreement were not performed fully by the parties in accordance with their
specific terms or conditions or were otherwise breached, and that money damages
are an inadequate remedy for breach of this Warrant Agreement because of the
difficulty of ascertaining and quantifying the amount of damage that would be
suffered by the parties in the event that this Warrant Agreement were not
performed in accordance with its terms or conditions or were otherwise
breached. It is accordingly hereby agreed that the parties shall be entitled to
an injunction or injunctions to restrain, enjoin and prevent breaches of this
Warrant Agreement by the other party and to enforce specifically such terms and
conditions of this Warrant Agreement, such remedy being in addition to and not
in lieu of any other rights and remedies to which the other party is entitled
to at law or in equity.


SECTION 21.              
Benefits of this Warrant
Agreement.


  Nothing in
this Warrant Agreement shall be construed to give to any person or corporation
other than the Company and the registered holders of the Warrant Certificates
any legal or equitable right, remedy or claim under this Warrant Agreement; but
this Warrant Agreement shall be for the sole and exclusive benefit of the
Company and the registered holders of the Warrant Certificates.


SECTION 22.              
Headings.


  The
descriptive headings contained in this Warrant Agreement are for convenience of
reference only and shall not affect in any way the meaning or interpretation of
this Warrant Agreement 


SECTION
23.              
Interpretation.


References in this Warrant Agreement to articles,
sections, paragraphs, clauses and exhibits are to articles, sections,
paragraphs, clauses and exhibits in or to this Warrant Agreement unless
otherwise indicated.  Whenever the
context may require, any pronoun includes the corresponding masculine, feminine
and neuter forms.  Any term defined by
reference to any agreement, instrument or document has the meaning assigned to
it whether or not such agreement, instrument or document is in effect.  Any reference to any federal, state, local
or foreign statute or law shall be deemed also to refer to all rules and
regulations promulgated thereunder, unless the context requires otherwise.  The words "include",
"includes" and "including" are deemed to be followed by the
phrase "without limitation". 
Unless the context otherwise requires, any agreement, instrument or
other document defined or referred to herein refers to such agreement,
instrument or other document as from time to time amended, supplemented or
otherwise modified from time to time. 
Unless the context otherwise requires, references herein to any Person
include its successors and assigns


SECTION 24.              
Entire Agreement.


  This
Warrant Agreement, together with the Warrant Certificates and Exhibits,
constitute the entire agreement between the Company and the Warrantholder with
respect to the subject matter hereof and thereof and supersede all prior
agreements and undertakings, both written and oral, between the Company and the
Warrantholder with respect to the subject matter hereof and thereof.


SECTION 25.              
Joint Drafting.


  The parties
have participated jointly in the negotiation and drafting of this Warrant
Agreement. In the event that an ambiguity or question of intent or
interpretation arises, this Warrant Agreement shall be construed as if drafted
jointly by the parties, and no presumption or burden of proof shall arise favoring
or disfavoring any party by virtue of the authorship of any of the provisions
of this Warrant Agreement.


SECTION
26.              
Severability.


If any provision of this Warrant Agreement is
invalid, illegal or incapable of being enforced by any law or public policy,
all other provisions of this Warrant Agreement shall nevertheless remain in
full force and effect and the application of such provision to other Persons or
circumstances will be interpreted so as reasonably to effect the intent of the
parties hereto so long as the economic or legal substance of the transactions
contemplated hereby is not affected in any manner materially adverse to any
party.  Upon such determination that any
provision is invalid, illegal or incapable of being enforced, the parties
hereto shall negotiate in good faith to modify this Warrant Agreement so as to
effect the original intent of the parties as closely as possible in an
acceptable manner in order that the transactions contemplated hereby are
consummated as originally contemplated to the greatest extent possible.


SECTION 27.              
Counterparts.


  This
Warrant Agreement may be executed in any number of counterparts and each of
such counterparts shall for all purposes be deemed to be an original, and all
such counterparts shall together constitute but one and the same instrument.


[Signature on Following Page]




 


IN WITNESS
WHEREOF, the parties hereto have caused this Warrant Agreement to be duly
executed as of the day and year first above written.


MOSCOW CABLECOM CORP.




By: /s/ Andrew O'Shea


Name: Andrew O'Shea

Title: Chief Financial Officer




COLUMBUS NOVA INVESTMENTS VIII LTD.




By:  /s/ Andrew Intrater


Name: Andrew Intrater

Title: 
Attorney-in-Fact






EXHIBIT A


FORM OF WARRANT CERTIFICATE


THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY
STATE. THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD,
ASSIGNED, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT IN COMPLIANCE WITH, OR
PURSUANT TO AN EXEMPTION FROM, THE REQUIREMENTS OF SUCH ACT AND LAWS. 


THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS
AND CONDITIONS OF, AND MAY ONLY BE TRANSFERRED IN ACCORDANCE WITH, A SERIES B
CONVERTIBLE PREFERRED STOCK WARRANT AGREEMENT BY AND BETWEEN MOSCOW CABLECOM
CORP. AND COLUMBUS NOVA INVESTMENTS VIII LTD. 
THE HOLDER OF THIS CERTIFICATE BY THE ACCEPTANCE HEREOF AGREES TO BE
BOUND BY THE TERMS OF THE WARRANT AGREEMENT. COPIES OF SUCH AGREEMENT MAY BE
OBTAINED UPON WRITTEN REQUEST TO MOSCOW CABLECOM CORP.






NO.


WARRANTS 


--                                                        




FORM OF


Warrant Certificate


MOSCOW CABLECOM CORP.


This
Warrant Certificate certifies that Columbus Nova Investments VIII Ltd., a
Bahamas corporation, or its registered assigns (the "Warrantholder"),
is the registered holder of Warrants to purchase up to 8,283,000 shares (the "Warrant
Shares") of Series B Convertible Preferred Stock, par value $.01 per share
(the "Series B Preferred Stock"), of Moscow CableCom Corp. (the
"Company"). Each Warrant entitles the holder, subject to the
conditions relating to exercisability, cancellation and exercise set forth in
Section 5 of the Warrant Agreement referred to below, to purchase from the
Company at any time on or after the Exercise Date prior to 5:00 p.m., New York
City time, on the Expiration Date one fully paid and nonassessable Warrant
Share at the Exercise Price. The number of Warrant Shares for which each
Warrant is exercisable and the Exercise Price are subject to adjustment as
provided in the Warrant Agreement. 


The
Warrants evidenced by this Warrant Certificate are part of a duly authorized
issue of Warrants to purchase Warrant Shares and are issued pursuant to the
Warrant Agreement, dated as of [     ]
(the "Warrant Agreement"), by and between the Company and the
Warrantholder for the benefit of the holders from time to time of the Warrants,
and the Warrant Agreement is hereby incorporated by reference in and made a
part of this instrument and is hereby referred to for a description of the
rights, limitation of rights, obligations, duties and immunities thereunder of
the Company and the Warrantholder. Capitalized terms used but not defined
herein shall have the meanings ascribed to them in the Warrant Agreement. 


The
Warrantholder may exercise the Warrants represented by this Warrant Certificate
by surrendering this Warrant Certificate, with the Election to Purchase
attached hereto properly completed and executed, together with payment of the
aggregate Exercise Price, at the offices of the Company specified in Section 14
of the Warrant Agreement.  If upon any
exercise of Warrants evidenced hereby the number of Warrants exercised shall be
less than the total number of Warrants evidenced hereby, there shall be issued
to the Warrantholder or its assignee a new Warrant Certificate evidencing the
number of Warrants not exercised.


This
Warrant Certificate, when surrendered at the offices of the Company specified
in Section 14 of the Warrant Agreement, by the registered holder thereof in
person, by legal representative or by attorney duly authorized in writing, may
be exchanged, in the manner and subject to the limitations provided in the
Warrant Agreement, for one or more other Warrant Certificates evidencing in the
aggregate a like number of Warrants. 


The
Warrantholder may transfer the Warrants evidenced by this Warrant Certificate,
in whole or in part, only in accordance with Section 4 of the Warrant
Agreement.


The Company
may deem and treat the registered holder hereof as the absolute owner of this
Warrant Certificate (notwithstanding any notation of ownership or other writing
hereon made by anyone), for the purpose of any exercise hereof and for all
other purposes, and the Company shall not be affected by any notice to the
contrary.


The Warrant
Agreement and each Warrant Certificate, including this Warrant Certificate,
shall be governed by and construed in accordance with the laws of the State of
New York.




WITNESS the
signature of the duly authorized officer of the Company. 


Dated:  [             ]




MOSCOW CABLECOM CORP.




By: 
------------------------------------ 


 Name: 


 Title: 




FORM OF


ELECTION TO PURCHASE


(To be
executed and delivered to the Company upon exercise of a Warrant after the
Exercise Date and prior to the Expiration Date)


The
undersigned hereby irrevocably elects to exercise _____ of the                                                                
________ Warrants evidenced by the attached Warrant Certificate to
purchase Warrant Shares, and herewith tenders payment for such Warrant Shares
in an amount determined in accordance with the terms of the Warrant Agreement. 


The
undersigned requests that a certificate representing such Warrant Shares be registered
in the name of ________________, whose address is ________________, and that
such certificate be delivered to 
________________, whose address is ____________. If said number of
Warrants is less than the number of Warrants evidenced by the Warrant
Certificate, the undersigned requests that a new Warrant Certificate evidencing
the number of Warrants evidenced by this Warrant Certificate that are not being
exercised be registered in the name of 
________________, whose address is ________________ and that such
Warrant Certificate be delivered to ________________, whose address is
________________.


Dated                           ,




Name of holder of Warrant Certificate:


              ________________


             ________________


               (Please Print)




Address:


            ________________


            ________________




Federal Tax ID No.:


            ________________




Signature:


             ________________


Note:    The above signature must correspond with the
name as written in
the first sentence of the attached Warrant Certificate in every particular,
without alteration or enlargement or any change whatever, and if the
certificate evidencing the Warrant Shares or any Warrant Certificate
representing Warrants not exercised is to be registered in a name other than
that in which this Warrant Certificate is registered, the signature above must
be guaranteed. 


Signature Guaranteed:


Dated: 


            ________________






FORM OF


ASSIGNMENT


          For value received,
________________hereby sells, assigns and transfers unto  ________________ ,  ________________of the Warrants evidenced by the attached Warrant
Certificate, together with all right, title and interest therein, and does
hereby irrevocably constitute and appoint ________________ as its due and
lawful attorney, to register the transfer of said Warrants on the books of
Moscow CableCom Corp., and to execute a new Warrant Certificate in the name of
________________ whose address is ________________ evidencing the number of
Warrants so sold, assigned and transferred hereby. If the number of Warrants
sold, assigned or transferred hereunder is less than the number of Warrants
evidenced by the attached Warrant Certificate, then the undersigned requests
that a new Warrant Certificate for an amount of Warrants equal to the number of
Warrants evidenced by the attached Warrant Certificate that were not sold,
transferred or assigned be registered in the name of the undersigned.


_____________
hereby consents to be bound by the covenants and provisions of the Warrant
Agreement, dated as of [     ], by and between
Moscow CableCom Corp. and Columbus Nova Investments VIII Ltd.


 Dated ________________,




Name of holder of Warrant Certificate:


            ________________


________________


               (Please Print)




Address:


            ________________


            ________________




Federal Tax ID No.:


            ________________




Signature:


            ________________


Note:    The above signature must correspond with the
name as written in the first sentence of the attached Warrant Certificate in
every particular, without alteration or enlargement or any change whatever, and
such signature must be guaranteed.


Signature Guaranteed:


Dated: 


            ________________