EMPLOYMENT AGREEMENT





EXHIBIT 1.06






 






EMPLOYMENT AGREEMENT






            This Employment
Agreement (this "Agreement"), dated as of January 13, 2005, is entered
into by and among Moscow CableCom Corp.,
a Delaware corporation (the "Company"), and Warren Mobley ("Executive").




RECITALS




            A.        The Company is a holding company that
holds, directly or indirectly, 100% of the outstanding equity interests of
ComCor-TV ("ComCor-TV"), a company organized in the Russian Federation
("Russia").  ComCor-TV delivers
cable television, high speed data transmission and Internet services to
customers in Moscow, Russia.




            B.         The Company wishes to employ Executive,
and Executive wishes to be employed by the Company, to serve as Chief Executive
Officer of the Company and as Chairman of the Management Board of ComCor-TV,
under the terms and conditions contained herein.




            C.        Pursuant to a separate agreement (the "Option
Agreement"), Executive is being granted options (the "Options") to
purchase 406,368 shares of the Company's common stock.




AGREEMENT




            In
consideration of the rights and obligations created hereunder, the parties
hereto hereby agree as follows:




            1.         Term; Position, Duties and Reporting.




                        (a)        Term.  Executive's employment by the Company will begin on the date of
this Agreement (the "Effective Date") and will continue for a period of
three years from the Effective Date, unless earlier terminated in accordance
with Section 4 (as applicable, the "Term").




                        (b)        Position, Duties and Reporting.  Executive will serve as Chief Executive
Officer of the Company and as Chairman of the Management Board of
ComCor-TV.  In his capacity as Chief
Executive Officer of the Company, Executive will devote substantially his full
business time, energy, and ability to the business of the Company, and will
have the duties, responsibilities and authority that the Company's board of
directors (the "Board") has established as of the date hereof, which
duties, responsibilities and authority are customarily required of and given to
the chief executive officer of other companies doing business in Russia.  In his capacity as Chief Executive Officer
of the Company, Executive will perform his duties and responsibilities at
ComCor-TV's offices in Moscow, Russia, and will report directly to the Board.




            2.         Compensation; Bonus; Benefits.




                        (a)        Salary.  For all services to be provided by Executive hereunder, and in
addition to the Options, Executive will initially receive during the Term a
base annual salary of €175,000.00, payable monthly in arrears.  Executive's base annual salary will be
reviewed by the Board as of each anniversary of the Effective Date and may be
increased as determined by the Board. 
Executive's base annual salary as so increased may not be decreased.




                        (b)        Bonus.  At the end of each year during which Executive is employed by the
Company for any amount of time, for services to be provided by Executive
hereunder, Executive will be eligible to receive a bonus in cash or in shares
of the Company's stock as approved by the Board, subject to Executive having
met such performance targets as the Boardhas established as of the date hereof or may hereafter establish, in an
amount per year between 10% and 35% of Executive's then-current base annual salary.  Such bonus may be increased up to an amount
equal to 50% of Executive's then-current base annual salary for outstanding
performance, as determined by the Board. 
Any bonus payable pursuant to this Section 2(b) will be paid within
15 days after approval thereof.




                        (c)        Basic Benefits.




                        (i)         Benefit Plans.  During the Term (and thereafter in
accordance with Section 4), the Company will provide Executive with the
benefits of such insurance plans (including life, medical, dental, disability,
travel and directors and officers insurance), hospitalization plans, pension
contribution plans, 401(k) plans, and other U.S.-based employee benefit plans
(A) as the Company adopts from time to time, (B) as are at least
comparable to those provided to other senior executives of the Company, and
(C) as are at least comparable to those customarily provided to the chief
executive officer of other companies doing business in Russia.  The Company may provide such benefits directly
by having Executive participate in the Company's benefits plan, or the Company
may provide any portion of such benefits by reimbursing Executive for premiums
he pays to acquire such benefits under private plans agreed upon between
Executive and the Company.




                        (ii)        Family Coverage.  During the Term (and thereafter in
accordance with Section 4), Executive's immediate family (consisting of
his spouse or partner and any dependent children) will be fully covered by the
benefits package described in Section 2(c)(i).




                        (iii)       Sick Leave and Vacation.  During the Term, Executive will be entitled
to sick leave and vacation (A) in accordance with the Company's
established policies applicable to other senior executives of the Company and
(B) at least comparable to those customarily provided to the chief executive
officer of other companies doing business in Russia.  In addition, the Company will provide reasonable paid emergency
leave to Executive in the case of serious injury to Executive or any member of
his immediate family or death of any member of his immediate family.




                        (iv)       Airfare.  During the Term, once per quarter the Company will promptly pay
or reimburse Executive (at Executive's option) for airfare up to an amount
equal to the cost of two business-class round trips between Moscow, Russia, and
the international airport most convenient to Via Rapino 26, Lido Di Tarquinia,
01061 Lazio, Italy (the "Residence"), as well as all related rental car
or airport transfer expenses.




                        (v)        Automobile.  During the Term, the Company (A) will
provide Executive with an automobile, which will be of an age, make and model,
and will have characteristics and amenities, comparable to automobiles provided
to other senior executives of the Company, if applicable, and at least
comparable to automobiles customarily provided to the chief executive officer
of other companies doing business in Russia, and (B) will promptly pay or
(at Executive's option) reimburse Executive for all expenses related to such
automobile, including fuel, insurance and maintenance.




                        (vi)       Tax Return Preparation and Filing.  For such period of time as Executive's U.S.
(including any applicable state) or foreign tax returns are affected by this
Agreement or the services to be provided by Executive hereunder, the Company
will promptly pay or (at Executive's option) reimburse Executive for the cost
to prepare and file all such U.S. (including any applicable state) and foreign
tax returns.




                        (d)        Business Expenses.  The Company will promptly pay or (at
Executive's option) reimburse Executive for all reasonable business expenses
incurred by Executive in carrying out Executive's duties under this Agreement.




            3.         Other Payments.




                        (a)        Relocation.  The Company will promptly pay or (at
Executive's option) reimburse Executive for all reasonable expenses for the relocation
of Executive and his immediate family (consisting of his spouse or partner and
any dependent children) from the Residence to Moscow, Russia, including
business-class airfare, the costs of shipping household effects to Moscow,
Russia (or, at Executive's option, a one-time allowance of €10,000.00 in lieu
of such costs of shipping household effects), the costs of storing unshipped
items in the city of the Residence, and living expenses (including hotel, car
rental, and meals) for Executive and his immediate family until they have
relocated to housing arranged for them in Moscow, Russia in accordance with
Section 3(b).  In addition, the
Company will promptly pay or (at Executive's option) reimburse Executive for
all expenses for visas, work permits, and all other governmental approvals
and/or permits that are necessary or appropriate in connection with such
relocation and the services to be provided by Executive hereunder, whether such
expenses are incurred before, on or after the date hereof.




                        (b)        Housing.  During the Term, the Company (A) will
provide Executive with an apartment, which will be of a size and location, and
will have characteristics and amenities, comparable to housing provided to
other senior executives of the Company, if applicable, and at least comparable
to housing customarily provided to the chief executive officer of other
companies doing business in Russia, and (B) will promptly pay or (at
Executive's option) reimburse Executive for all expenses related to such
housing, including gas, electricity, water and other utilities, sewer, garbage,
insurance, maintenance and security.




                        (c)        Document Preparation Expenses.  The Company will promptly pay or (at
Executive's option) reimburse Executive for all reasonable attorneys' and
accountants' fees and related expenses incurred by Executive in connection with
the preparation and execution of this Agreement and the Option Agreement.




            4.         Termination.  Executive's employment hereunder will
terminate on the following terms and conditions:




                        (a)        Death.  If Executive dies during the Term:




                        (i)         within 15 days after the date of death,
Executive's base annual salary will be paid through and including the date of
death,




                        (ii)        within 15 days after the date of death,
Executive's estate will be paid an amount equal to the greater of (A) six
months of Executive's base annual salary and (B) eighteen months of
Executive's base annual salary minus the aggregate amount of base annual
salary paid to Executive from the Effective Date through and including the date
of death,




                        (iii)       within 15 days after the date of death,
Executive's estate will be paid for Executive's earned but unused vacation days
under Section 2(c)(iii) ("Sick Leave and Vacation"), in accordance with
the Company's established policies applicable to other senior executives of the
Company and at least comparable to those customarily provided to the chief
executive officer of other companies doing business in Russia,




                        (iv)       the Company will promptly pay or (at
Executive's estate's option) reimburse Executive's estate for all reasonable
expenses for the relocation of Executive's immediate family (consisting of his
spouse or partner and any dependent children) from Moscow, Russia, to the
Residence, including business-class airfare, the costs of shipping household
effects to the Residence, and living expenses (including hotel, car rental, and
meals) for Executive's immediate family until they have relocated to the
Residence, and thereafter the benefits under Section 3(b) ("Housing") will
terminate,




                        (v)        the benefits under Sections 2(c)(i)
("Benefit Plans") and 2(c)(ii) ("Family Coverage") will continue with respect
to Executive's immediate family through the eighteenth month following the
Effective Date,




                        (vi)       the benefits under Section 2(c)(vi)
("Tax Return Preparation and Filing") will continue with respect to Executive's
immediate family as long as necessary in accordance with the terms of such
Section, and




                        (vii)      the benefits under Sections 2(c)(iv)
("Airfare") and 2(c)(v) ("Automobile") will terminate on the date of death.




                        (b)        Disability.  If Executive becomes disabled during the
Term:




                        (i)         the Company may terminate Executive's
employment 30 days after receipt by Executive or his duly appointed legal
representative of a notice of termination,




                        (ii)        Executive's base annual salary will be
paid through such date of termination,




                        (iii)       on such date of termination Executive or
his duly appointed legal representative will be paid an amount equal to the
greater of (A) six months of Executive's base annual salary and
(B) eighteen months of Executive's base annual salary minus the
aggregate amount of base annual salary paid to Executive from the Effective
Date through and including such date of termination,




                        (iv)       on such date of termination Executive or
his duly appointed legal representative will be paid for Executive's earned but
unused vacation days under Section 2(c)(iii) ("Sick Leave and Vacation"),
in accordance with the Company's established policies applicable to other senior
executives of the Company and at least comparable to those customarily provided
to the chief executive officer of other companies doing business in Russia,




                        (v)        the Company will promptly pay or (at
Executive's or his duly appointed legal representative's option) reimburse
Executive or his duly appointed legal representative for all reasonable
expenses for the relocation of Executive and his immediate family (consisting
of his spouse or partner and any dependent children) from Moscow, Russia, to
the Residence, including business-class airfare, the costs of shipping
household effects to the Residence, and living expenses (including hotel, car
rental, and meals) for Executive and his immediate family until they have
relocated to the Residence, and thereafter the benefits under Section 3(b)
("Housing") will terminate,




                        (v)        the benefits under Sections 2(c)(i)
("Benefit Plans") and 2(c)(ii) ("Family Coverage") will continue through the
eighteenth month following the Effective Date,




                        (vi)       the benefits under Section 2(c)(vi)
("Tax Return Preparation and Filing") will continue as long as necessary in
accordance with the terms of such Section, and




                        (vii)      the benefits under Sections 2(c)(iv)
("Airfare") and 2(c)(v) ("Automobile") will terminate on such date of termination.




For purposes of this Section 4(b), Executive will be considered
"disabled" if he is unable to effectively perform his duties hereunder by
reason of any medically determinable physical or mental impairment that can be
expected to result in death within 12 months or that has lasted or can be
expected to last for a continuous period of not less than six months.




                        (c)        Termination For Cause.  The Company may immediately terminate
Executive's employment for "Cause" by giving written notice thereof to Executive,
and in such event Executive's base annual salary will be paid through such date
of termination, and thereafter Executive's rights under this Agreement will
cease and no further payments hereunder will be made, except for Executive's
rights under Sections 2(d) and 3(c) with respect to unreimbursed fees and
expenses incurred by Executive prior to such date of termination, which the
Company will reimburse Executive for within 15 days after such date of
termination.  For purposes of this
Agreement, any one or more of the following events will constitute "Cause":




                        (i)         Executive's conviction of (or pleading
nolo contendere or equivalent) to a felony or serious misdemeanor or the
equivalent under the laws of another jurisdiction;




                        (ii)        Executive's willful misconduct, gross
negligence, or perpetration of or participation in a fraud or the equivalent
under the laws of another jurisdiction, where such acts are materially
injurious to the Company or any of its subsidiaries; or 




                        (iii)       Executive's continuous nonfeasance with
regard to his duties, after notice, an opportunity for Executive to appear
before the Board, and a reasonable opportunity for Executive to perform.




                        (d)        Termination Without Cause.  The Company may terminate Executive's
employment without Cause by delivering to Executive written notice of
termination three months prior to the date of termination or, if such
termination is to occur within the first 12 months after the Effective Date,
six months prior to the date of termination.




                        (i)         If Executive's employment is terminated
without Cause:




                        (A)       Executive's base annual salary will be
paid through such date of termination,




                        (B)       on such date of termination Executive
will be paid for any earned but unused vacation days under Section 2(c)(iii)
("Sick Leave and Vacation"), in accordance with the Company's established
policies applicable to other senior executives of the Company and at least
comparable to those customarily provided to the chief executive officer of
other companies doing business in Russia,




                        (C)       the Company will promptly pay or (at
Executive's option) reimburse Executive for all reasonable expenses for the
relocation of Executive and his immediate family (consisting of his spouse or
partner and any dependent children) from Moscow, Russia, to the Residence,
including business-class airfare, the costs of shipping household effects to
the Residence, and living expenses (including hotel, car rental, and meals) for
Executive and his immediate family until they have relocated to the Residence,
and thereafter the benefits under Section 3(b) ("Housing") will terminate,




                        (D)       Executive's benefits under
Sections 2(c)(i) ("Benefit Plans") and 2(c)(ii) ("Family Coverage") will
continue through the eighteenth month following the Effective Date,




                        (E)       Executive's benefits under
Section 2(c)(vi) ("Tax Return Preparation and Filing") will continue as
long as necessary in accordance with the terms of such Section, and




                        (F)       Executive's benefits under
Sections 2(c)(iv) ("Airfare") and 2(c)(v) ("Automobile") will terminate on
such date of termination.




                        (ii)        In addition to the provisions of
Section 4(c)(i), if Executive's employment is terminated without Cause and
the date of termination is before the first anniversary of the Effective Date,
on such date of termination Executive will be paid an amount equal to eighteen
months of Executive's base annual salary minus the aggregate amount of
base annual salary paid to Executive from the Effective Date through and
including such date of termination.




                        (iii)       In addition to the provisions of
Section 4(c)(i), if Executive's employment is terminated without Cause and
the date of termination is on or after the first anniversary of the Effective
Date, on such date of termination Executive will be paid an amount equal to the
greater of (A) six months of Executive's base annual salary and
(B) eighteen months of Executive's base annual salary minus the
aggregate amount of base annual salary paid to Executive from the Effective
Date through and including such date of termination.




                        (e)        Termination of Employment by
Executive for Good Reason. 
Executive may terminate his employment for Good Reason by delivering
written notice to the Company 30 days prior to the date of termination, and in
such event his employment termination will be treated as termination by the
Company without Cause under Section 4(d). 
For purposes of this Agreement, "Good Reason" means:




                        (i)         a material diminution of Executive's
titles, offices, positions or authority, excluding for this purpose an action
not taken in bad faith and that is remedied within thirty days after receipt of
written notice thereof given by Executive to the Company;




                        (ii)        the assignment to Executive of any
duties materially inconsistent with Executive's position as Chief Executive
Officer of the Company and Chairman of the Managing Board of ComCor-TV,
excluding for this purpose an action not taken in bad faith and that is
remedied within thirty days after receipt of written notice thereof given by
Executive to the Company;




                        (iii)       the failure by the Company to timely make
any payment due hereunder or to comply with any of the material provisions of
this Agreement, other than a failure not occurring in bad faith and that is
remedied within thirty days after receipt of written notice thereof given by
Executive to the Company; or




                        (iv)       the occurrence of a Change of
Control.  For purposes of this
Agreement, a "Change of Control" will be deemed to have occurred if
(A) an individual, entity or group, as defined by Sections 13(d)(3)
or 14(d)(2) of the Securities Exchange Act of 1934, that does not now
beneficially own shares representing more than 50% of the Company's or
ComCor-TV's outstanding share voting power (other than the Columbus Nova entity
that on the date hereof owns shares in the Company, or an affiliate of such
Columbus Nova entity) acquires beneficially shares representing more than 50%
of the outstanding share voting power of the Company or ComCor-TV,
respectively; or (B) a merger, acquisition or sale of all or substantially
all of the assets of the Company or ComCor-TV occurs, in which an individual,
entity or group, as defined by Sections 13(d)(3) or 14(d)(2) of the
Securities Exchange Act of 1934, that does not now beneficially own shares
representing more than 50% of the Company's or ComCor-TV's outstanding share
voting power (other than the Columbus Nova entity that on the date hereof owns
shares in the Company, or an affiliate of such Columbus Nova entity) receives
beneficially shares representing more than 50% of the outstanding share voting
power of the surviving, successor or acquiring company's common equity.




                        (f)         Resignation By Executive Without
Good Reason.  Even in the absence of
Good Reason, Executive may resign from his employment with the Company at any
time, and in such event Executive's base annual salary will be paid through the
effective date of such resignation, and thereafter Executive's rights under
this Agreement will cease and no further payments hereunder will be made,
except for Executive's rights under Sections 2(d) and 3(c) with respect to
unreimbursed fees and expenses incurred by Executive prior to the effective
date of such resignation, which the Company will reimburse Executive for within
15 days after the effective date of such resignation.




            5.         Russian Taxes.  Any and all amounts payable to, or benefits
of, Executive, his immediate family, his estate and/or his duly appointed legal
representative, as applicable, under this Agreement (including without
limitation pursuant to Sections 2, 3, 4 and/or 9) will be net of any
taxes, social security contributions and other payments required by
governmental authorities in Russia in respect thereof or arising from or
relating to this Agreement or the services to be provided by Executive hereunder
(collectively, "Russian Taxes"), and such benefits will be provided, and
such amounts will be paid, without any diminishment as a result of any
applicable Russian Taxes, and the Company will bear full responsibility for,
and will timely pay, all applicable Russian Taxes.




            6.         Confidentiality.




                        (a)        Nondisclosure and Nonuse of
Confidential Information.  Executive
will not disclose or use at any time, either during his employment with the
Company or thereafter, any Confidential Information (as defined below) of which
Executive is or becomes aware, whether or not such information is developed by
him, except as required by applicable law and except to the extent that such
disclosure or use is directly related to and required by Executive's
performance of duties assigned to Executive by the Board.  Executive will take all appropriate steps to
safeguard Confidential Information and to protect it against disclosure,
misuse, espionage, loss and theft.  For
purposes of this Agreement, "Confidential Information" means information
that is not generally known to the public and that is developed by the Company
or ComCor-TV in connection with their businesses, including (i) products
or services, (ii) costs and pricing structures, (iii) designs, (iv) analysis,
(v) drawings, photographs and reports, (vi) computer software,
including operating systems, applications and program listings, (vii) flow
charts, manuals and documentation, (viii) data bases, (ix) accounting
and business methods, (x) inventions, devices, new developments, methods
and processes, whether patentable or unpatentable and whether or not reduced to
practice, (xi) customer and client information (including customer or
client lists), (xii) copyrightable works, (xiv) all technology and
trade secrets, and (xv) business plans and financial models.  Confidential Information does not include
any information that has been published in a form generally available to the
public prior to the date Executive proposes to disclose or use such
information.  Information will not be
deemed to have been published merely because individual portions of the
information have been separately published, but only if all material features
constituting such information have been published in combination.




                        (b)        Delivery or Destruction of Materials
upon Termination of Employment.  As
requested by the Board from time to time, and upon the termination of
Executive's employment hereunder for any reason, either:




                        (i)         Executive will promptly deliver to the
Board, or




                        (ii)        at Executive's request, which will not
be unreasonably denied by the Board, Executive will destroy,




all copies and embodiments, in whatever form, of all Confidential
Information in Executive's possession or within his control, irrespective of
the location or form of such material and, if requested by the Board, will
provide the Board with written confirmation that all such materials have been
delivered to the Board or destroyed, as applicable.




            7.         Full Settlement.  Executive will not be obligated to seek
other employment or take any other action by way of mitigation of the amounts
payable to Executive under any of the provisions of this Agreement.  The Company agrees, to the fullest extent
permitted by law, to promptly pay or (at Executive's option) reimburse
Executive for all legal fees and expenses that Executive may reasonably incur
as a result of any contest by the Company or Executive of the validity or
enforceability of, or liability under, any provision of this Agreement or any
guarantee of performance thereof (including as a result of any contest by
Executive about the amount of any payment pursuant to this Agreement), but only
if Executive is successful on the merits of any such contest.




            8.         Notices.  All communications, requests, consents and
other notices provided for in this Agreement must be in writing and must be
delivered personally, telecopied (if receipt is confirmed by the recipient), or
sent by internationally recognized overnight delivery service to the parties at
the following addresses (or to such other person or address for a party as
specified by such party by like notice) (notice will be deemed given upon
receipt, if delivered personally, by overnight delivery service or by
telecopy):




                       
(





(a)        If to the Company:


 


                                    Moscow
CableCom Corp.

                                    405 Park Avenue

                                   
Suite 1203

                                   
New York, New York 10022


                                    Attn:  Oliver R. Grace, Jr.

 


                        (b)            If to
Executive:


 


                                    Moscow
CableCom Corp.

                                   
405 Park Avenue

                                   
Suite 1203

                                   
New York, New York 10022

                                     Attn:  Mr. Warren Mobley




            9.         Dispute Resolution.  Any dispute between the parties hereto
arising out of or related to this Agreement, the Options or the Option
Agreement will be finally settled through binding arbitration under the
National Rules for the Resolution of Employment Disputes (the "Rules")
of the American Arbitration Association. 
The arbitration will be heard by a single arbitrator, who will be
knowledgeable of the cable and telecommunications industry.  The parties will use reasonable efforts to
agree upon an arbitrator within 30 days after commencement of the
arbitration.  If the parties are unable
to agree, the arbitrator will be appointed as provided under the Rules.  The arbitration will be conducted in the
English language and will be seated in London, England.  Any court of competent jurisdiction may
enter final judgment on the arbitrator's award.




            10.       Governing Law.  This Agreement and all matters and issues
collateral thereto will be governed by and construed in accordance with the
laws of the State of New York, U.S.A., without regard to principles governing
conflicts of law.  Each party hereto, to
the fullest extent permitted by the laws of Russia, waives any and all rights
that it may have under the laws of Russia that might be inconsistent with the
terms of this Agreement and, to the extent such rights cannot be validly
waived, each party hereto will exercise such rights only to the extent
consistent with this Agreement.




            11.       Waiver.  Any party may waive compliance by another with any of the
provisions of this Agreement, but any such waiver must be in writing.  No failure or delay by any party hereto in
exercising any right, power or privilege hereunder will operate as a waiver
thereof nor will any single or partial exercise thereof or the exercise of any
other right, power or privilege.  No
waiver of any provision hereof will be construed as a waiver of any other
provision or as a subsequent waiver of the same provision.




            12.       Severability.  If any provision of this Agreement is deemed
invalid or unenforceable by the laws of the jurisdiction wherein it is to be
enforced, such provision will be considered divisible and such provision will
be deemed immediately amended and reformed to include only such portion thereof
as is enforceable by the court or other body having jurisdiction of this
Agreement; and the parties agree that such provision, as so amended and
reformed, will be valid and binding as though the invalid or unenforceable
portion had not been included herein.




            13.       Assignment.  Neither the Company nor Executive may assign
any of their respective rights or delegate any of their respective obligations
under this Agreement without the prior written consent of the other party
hereto.  This Agreement will be binding
upon and inure to the benefit of the parties and their respective legal
representatives, heirs, and permitted successors and assigns.




            14.       Entire Agreement.  This Agreement sets forth the entire
agreement and understanding of the parties with respect to the subject matter
of this Agreement, and supersedes all prior understandings, agreements or
representations by the parties, written or oral, that relate to the subject
matter of this Agreement.




            15.       No Benefit to Others.  The representations, warranties, covenants,
and agreements contained in this Agreement are for the sole benefit of the
parties hereto and their respective successors and assigns, and they will not
be construed as conferring and are not intended to confer any rights on any
other person.




            16.       Amendments.  No provision of this Agreement may be
amended except by an instrument in writing signed by all of the parties hereto.




            17.       Headings.  The section headings of this Agreement are
for reference purposes only and are not to be given effect in the construction
or interpretation of this Agreement.




            18.       Interpretation.  As used in this Agreement, except as
otherwise indicated herein or as the context may otherwise require:
(a) the words "include," "includes," and "including" are deemed to be
followed by "without limitation" whether or not they are in fact followed by
such words or words of like import; (b) the words "hereof," "herein,"
"hereunder," and comparable terms refer to the entirety of this Agreement, and
not to any particular section or other subdivision hereof; (c) any pronoun
will include the corresponding masculine, feminine, and neuter forms;
(d) the singular includes the plural and vice versa; (e) references
to any agreement or other document are to such agreement or document as amended
and supplemented from time to time; (f) references to any statute or
regulation are to it as amended and supplemented from time to time, and to any
corresponding provisions of successor statutes or regulations; and (vii)
references to "Section," or another subdivision are to a section or subdivision
hereof.




            19.       Rules of Construction.  The parties hereto agree that they have been
represented by counsel during the negotiation, preparation, and execution of
this Agreement and, therefore, waive the application of any law or rule of
construction providing that ambiguities in an agreement or other document will
be construed against the party drafting such agreement or document.




            20.       Counterparts.  This Agreement may be executed by the
parties hereto in separate counterparts, each of which when so executed and
delivered will be an original, but all such counterparts will together
constitute one and the same instrument.




[Remainder of Page Intentionally Left Blank]









            IN WITNESS WHEREOF,
the Company and Executive, intending to be legally bound, have executed this
Agreement on the day and year above first written.




                                                                        THE COMPANY:




                                                                        Moscow
CableCom Corp.


                                                                        a
Delaware corporation






                                                                        By:       __/s/ Andrew M. O'Shea__________




                                                                        Name:
__Andrew M. O'Shea____________




                                                                        Title:
    ___Chief Financial Officer________






                                                                        EXECUTIVE:








                                                                        _/s/
Warren Mobley____________________


                                                                        Warren
Mobley