Exhibit 10.74.4


 


Confidential Materials omitted and filed
separately with the Securities and Exchange Commission.  Asterisks denote
omissions.


 


Agreement No.     


of sale and purchase of the
project documentation


 


	
  Moscow

  	
  01 July 2008

  



 


Limited liability company (OOO) “Industrial
and Financial company”, hereinafter referred to as the “Seller”,in the
person of its General Director Iskenderov S.N., acting on the basis of the
Charter, on the one side, and


 


Closed joint-stock
company “Set televissionnykh stantsiy”, hereinafter
referred to as the “Buyer”,in the person of its Chief Executive Officer Shklyar
Y.B., acting on the basis of the Power of Attorney No. 167 of 01.02.2006 ,
on the other side, collectively referred to as the “Parties”, have concluded
this Agreement as to the following:


 


1. SUBJECT OF THE AGREEMENT


 


1.1.  The
Seller undertakes to transfer into ownership of the Buyer the Project
specification documents for carrying out the works in the office block at the
address: Moscow, Krylatskyie Cholmy str., opposite the buildings 1-3, floors
14-26 (hereinafter – “Documentation”). The content list of this Documentation
is specified in Appendix No. 1, being an integral part hereof. The Buyer
undertakes to accept and pay for the Documentation.


 


1.2.  The documentation is a rightful property of
the Seller and is free of rights of any third parties.


 


1.3. 
The Documentation becomes the property of the Buyer on the basis of a
transfer and acceptance act (hereinafter – the “Act”), to be signed within 5
working days from the date of conclusion of this Agreement.


 


1.4. The transfer of the Documentation shall
be made at the address: Moscow, Lesnaya str.,3.


 


2.  PRICE OF THE AGREEMENT AND SETTLEMENT
PROCEDURE


 


2.1.  The
price of the Documentation amounts to 8 747 800,43, inclusive of VAT
18% - 1 334 410, 23 Rubles. The Seller shall submit an invoice to the
Buyer within 3 banking days from signing of the Act.


 


2.2. The payment shall be effected within 30
calendar days from the date of submission of the invoice in Russian Rubles by a
bank transfer to the Sellers’ settlement account.


 


2.4.  The date of writing
off of the amounts from the Buyer’s settlement account is considered as the
date of payment.


 


3. OBLIGATIONS
OF THE PARTIES:


 


3.1.     The obligations of the Seller:


 


3.1.1.  To transfer the Documentation and sign an Act
in the time as hereby stipulated.


 

















 


3.1.2.  To hand over to the Buyer along with the
Documentation the original of the designer’s approval of the transfer of the
Documentation to third parties (OOO “Architect’s office of Sergey Estrin”-
hereinafter the “Contractor”) issued by the Contractor in accordance with
clause 763 of the Civil Code of RF.


 


3.2.  The
obligations of the Buyer:


 


3.2.1.  To accept the Documentation and sign an Act in
the time as hereby stipulated.


 


3.2.2. To effect payment for the
Documentation according to the procedure and in the time as herein specified.


 


6.
RESPONSIBILITY OF THE PARTIES


 


6.1.  For
breach of the obligations provided for by para. 3.1 hereof the Seller shall pay
a penalty at the rate of 0,01 % of the value of the Documentation for each day
of delay, but the penalty amount should not exceed 10% of its value.


 


6.2.  For
default in payment for the transferred Documentation the Buyer shall pay a
penalty at the rate of 0,01% of the value of the Documentation, but the penalty
amount should not exceed 10% of its value.


 


7. FINAL
PROVISIONS


 


7.1.  This
Agreement shall come into force from the moment of its signing by the Parties
and shall be valid till complete fulfillment of the obligations by the Parties.


 


7.2.  In
all other respects that are not specified in the clauses and conditions of this
Agreement the Party shall adhere to the legislation of the Russian Federation.


 


7.3.  All
disputes that may arise at any stage of implementation of this Agreement shall
be settled by way of negotiations where the Parties shall do their best to find
compromise solutions acceptable for elimination of mutual claims.


 


7.4.  For
consideration of the claims made by the Parties towards each other and sending
relevant responses a 30-day period is established from the date of their
receipt.


 


7.5.  The
disputes for which the Parties failed to reach an agreement are to be settled
in the Arbitration court of the city of Moscow.


 


7.5.  All
appendices to this Agreement are to be considered its integral part.


 


7.6.  Any
alterations and addenda to this Agreement shall be valid only if made in
written form and signed and sealed by duly authorized representatives of the
Parties.


 


7.7.  Any
arrangement between the Parties involving new obligations not provided for by
this Agreement should be confirmed by the Parties in written form as an
addendum to this Agreement.


 


7.8.  This
Agreement is drawn up in the Russian language in 2 originals, one original for
either of the Parties.


 

















 


8. DETAILS OF THE PARTIES


 


	
  Lessor

  	
   

  	
  Lessee

  
	
  Limited liability
  company “Industrial and Financial company”

  
 Address: 121609, Moscow, Rublevskoe shosse, h.28
 [**]

  p/c - Settlement Account No. [**]

  Kievskoe OSB No 5278 “Sberbank Rossii

  OAO” 

  Correspondent Account No. [**]

  [**]

  
                             
  / Iskenderov S.N./

  	
   

  	
  Closed joint-stock
  company “Set televissionnykh stantsiy”

  

  Address:
  123298, Moscow, 3 Khoroshevskaya

  street, 2

  TIN [**], KPP [**]

  P/c - Settlement Account No. [**]

  In OAO “Alfa-Bank” Moscow

  Correspondent Account No.  [**]

  Moscow GTY Bank Rossii

  [**]

  [**]

  [**]

  
                                           
  / Shklyar Y.B./

  



 

















 


Supplement
No.1 


to
the contract No.     dated July 1, 2008 


of
sale and purchase 


 for project documentation  


 


Project
documentation


 


 


	
  No.

  	
   

  	
  Type of works

  	
   

  	
  Cost  without

  VAT, rub

  	
   

  	
  VAT, rub.

  	
   

  	
  Total, rub.

  	
   

  	
  Content

  	
   

  
	
  1

  	
   

  	
  Work documentation –
  architectural and planning decisions of the 14-21th, 24-26th floors

  	
   

  	
  4 136 531,59

  	
   

  	
  744 575,69

  	
   

  	
  4 881 107,28

  	
   

  	
  7 vol.

  	
   

  
	
  2

  	
   

  	
  Work documentation –
  engineering solutions on electrical equipment, electric lighting, ventilation
  and conditioning of the 14-21th, 24-26th floors

  	
   

  	
  1 266 050,20

  	
   

  	
  227 889,04

  	
   

  	
  1 493 939,24

  	
   

  	
  6 vol.

  	
   

  
	
  3

  	
   

  	
  Work documentation - design of
  automatic fire fighting systems of the 14-21th, 24-26th floors

  	
   

  	
  1 024 470,00

  	
   

  	
  184 404,60

  	
   

  	
  1 208 874,60

  	
   

  	
  6 vol.

  	
   

  
	
  4

  	
   

  	
  Work documentation –
  architectural and planning decisions of the 22th-23th floors

  	
   

  	
  835 852,59

  	
   

  	
  150 453,47

  	
   

  	
  986 306,06

  	
   

  	
  1 volume

  	
   

  
	
  5

  	
   

  	
  Work documentation -
  engineering solutions on ventilation and conditioning of the 22th-23th floors

  	
   

  	
  150 485,81

  	
   

  	
  27 087,44

  	
   

  	
  177 573,25

  	
   

  	
  1 volume

  	
   

  
	
  TOTAL

  	
   

  	
  8 747
  800,43

  	
   

  	
   

  	
   

  



 


	
  The Buyer

  	
   

  	
  The Seller

  
	
   

  	
   

  	
   

  
	
  Limited
  Liability Company «Industrial and

  financial company » 

  	
   

  	
  Closed
  joint-stock company «Net of 

  television stations» 

  
	
   

  	
   

  	
   

  
	
                              /Iskenderov S.N.

  	
   

  	
   

  
	
   

  	
   

  	
                              /Shklyar Yu.B./