Exhibit 10.73.1


 


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


 


Agreement to


to the Agency Agreement No. VT-941/1207 dated December 25,
2007


(hereinafter referred to as the “Agreement”)


 


	
  city of Moscow

  	
   

  	
  25 December  2007

  



 


Closed Joint-Stock Company Darial TV (OGRN
1027739313205), hereinafter referred to
as the “Principal”, represented by
its Director General Ms. Vilma Martsyulevichyute, acting pursuant to the
Charter, on one side, and Closed Joint-Stock
Company Video International Trend (OGRN 10277002944071), hereinafter
referred to as the “Agent”,
represented by Deputy Director General for Sales and Regional Network
Development T. A. Vavilova,  acting
pursuant to the Power of Attorney as of 05.04.2007, on other side, hereinafter
referred to as the “Parties”, executed this Agreement as follows:


 


1. In performance of the engagement under the terms
and conditions of the Agency Agreement, whereby the Agent undertook to take for
a fee and on behalf of the Principal certain legal and other actions to sell in
its name, but on the Principal’s account the Principal’s advertising commencing
from January 1, 2008, the Agent shall carry out the following
actions/activities:


 


1.1.          Make available to the Principal an access (through Internet, dial-up or
dedicated line connection) to the localized version of the computer-based
program containing advertising placement data (the “Program”) and maintain the
same.


 


1.2.          With the
purpose of assisting the Principal with adjustments to its pricing
policies  (both with regard to the
programs purchased and/or produced in-house, etc., and to its advertising
services) and the current programming of the TV Channel the Agent shall obtain
estimates for certain sociological, technical and business performance
measures:


 


1.2.1.       Conduct quarterly Moscow
Television Advertising Market study.


 


The
deliverable for this study shall be a report in hard copy or on electronic
media to be submitted to the Principal in the quarter following the reporting
quarter.


 


1.2.2           The Agent shall on a daily basis monitor the TV
Channel audience in the following cities of the Russian Federation: Voronezh,
Izhevsk, Ufa, Khabarovsk, St.Petersburg.


·              Identifying target groups for:


·              advertising
events (advertising blocks, advertising spots);


·              broadcast
events (television programs);


·              time intervals.


·              TV Channel
audience preferences.


The
results of such research shall be documented as a weekly report in hard copy or
electronic form.


 


1.2.3    For the purpose of obtaining
estimates for certain sociological, technical and business performance measures
the Agent, on as–needed basis and subject to approval of the Principal, shall
undertake other activities relating to market research and data analysis and
issue reports based on such research consistent with the current trends in the
television and advertising market, including by preparing digests and reviewing
media publications on the media/entertainment industry, advertising market and
sociological issues.


 


1.3.          For the purposes of assisting with preparation of the quotes to the
Clients with the respect to their advertising placement orders as well as with
the planning and enhancement of the advertising 


 


	
  Agent

  	
   

  	
  Principal

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  V.L.
  Vshyvkin

  	
   

  	
  A.E.
  Rodnyansky

  



 


1

















 


campaigns calculate and update rating
projections and conduct post-run evaluation of the TV Channel broadcasts
(advertising blocks) in Moscow.


 


Develop comparative actual and projected ratings
for programs and/or advertising blocks. For the purposes of this Agreement the
rating of a program or an advertising block shall be understood as an average
number of viewers of a certain program and/or an advertising block, expressed
as a percentage of the total potential audience. The ratings shall be measured
based on the data provided by the Independent Market Research Company.


 


Optimize the volume of the Moscow Advertising
based on the advertisers’ demand for placements in the TV Channel airtime and
total length of the time intervals allocated for advertising in the TV Channel
airtime.


 


1.4.          For the purposes of assisting with the preparation of the quotes to the
Clients with the respect to their advertising placement orders, it shall keep
the Program updated as follows:


 


1.4.1.
transfer (enter and update) the information of the TV Channel program schedule
received from the Principal in hard copy and/or electronic form into the
Program and update the same as information is made available by the Principal
on any changes to the TV Channel program schedule;


 


1.4.2. transfer (enter and update) into the Program the projected and
actual ratings for the TV Channel broadcasts (to be forecast in accordance with
section 1.3. hereof);


 


1.4.3.
change the planned TV Channel program schedule to make it consistent with the
actual TV Channel transmissions after the programming and advertising blocks
have been broadcast by updating the program/advertising block broadcast times,
etc.;


 


1.4.4.
plan and make enhancements in the Program on a continuous basis to the
advertising campaigns placed in the TV Channel airtime to be transmitted in
Moscow and the Moscow Region:


 


· conduct media
planning (prepare the advertising placement schedules);


· review, adjust
and update the advertising placement schedules delivered by third parties and
enter the finalized information into the Program;


· update the
advertising placement schedules earlier entered into the Program on a
continuous basis.


 


1.5. When accepting from the Clients the advertisements
for placement within TV Channel broadcasts the advertising content to be
inserted into the respective TV Channel advertising blocks shall be reviewed by
the Agent for consistency with the Principal’s creative concept.


 


1.6. Maintain a digital Moscow Advertising archive and
ensure that the advertising materials are kept in the archive in the electronic
form for at least one year from the date a respective commercial was last
broadcast on the TV Channel. Upon special instructions by the Principal certain
advertising materials may be retained in the archive for longer periods.


 


If the need arises the Agent shall be required to
provide to the Principal a back up copy of the advertisement.


 


1.7.
Provide data for the issuance of ad run reports for all of the advertising
campaigns run on the TV Channel as contracted by the Agent for placement of the
Moscow Advertising in the TV Channel airtime, supported by
the data of the Independent Market Research Company.


 


1.8           Receive from the Clients,
record, organize and deliver (on a monthly basis no later than within 10 days
from the end the current quarter) in electronic and hard copy and in the format
adapted for its subsequent use by the Principal the information on the authors
of music, text and video, used in the commercials that are placed in the TV
Channel airtime as contracted by the Agent/brokers in the form agreed by the
Parties.


 


1.9           Review the
content of the advertising contracted for placement by the Agent/brokers for
its compliance with the current law of the Russian Federation.


 


	
  Agent

  	
   

  	
  Principal

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  V.L.
  Vshyvkin

  	
   

  	
  A.E.
  Rodnyansky

  



 


2

















 


1.10. Adapt the Moscow Advertising, accepted for the
placement on the TV Channel under agreements entered into by the Agent,
including adaptation to the requirements and restrictions of the Russian
Advertising Law and the Principal’s requirements.


 


1.11.  Assemble
advertising blocks of the Moscow Advertising 
from the commercials accepted for placement by the Agent directly.


 


1.12.
Deliver the recordings of the Moscow Advertising to the Principal in accordance
with the procedures for delivery of the Moscow Advertising agreed by the
Parties in Appendix 3 to the Agency Agreement.


 


1.13.
Take responsibility for claiming and enforcing collection with respect to the
agreements with the non-performing Clients based on the review of the reasons
for non-payment for the Principal’s services (total time for provision of the
services under the Client Agreement, period during which the amount remains
outstanding, paying capacity of the Client and other reasons that may affect
the payment for the advertising placed by the Client),  which shall include guidance assistance in
connection with such activities, if the same are conducted by the Principal’s
departments.


 


2. The Parties
agree that the fee payable to the Agent by the Principal in accordance with the
terms and conditions of the Agency in the amount equal to 15% of the Principal’s
Actual Gross Revenues shall include the compensation for the actions/activities
set forth in  section 1 of this
Agreement, as well as other appropriate and commercially reasonable expenses,
which the Agent may incur in the process of performing the engagement under the
Agency Agreement and which shall not be specially reimbursable by the
Principal.


 


The
Parties may agree on special reimbursement of expenses, which are not ordinary
expenses (those which the Agent incurs
in the ordinary cause of business as defined in the preceding paragraph of this
section), but which Agent may incur in extraordinary unanticipated cases
or situations while carrying out its activities in the capacity of the Agent
under the Agency Agreement, solely subject to prior (before the expenses are
made) approval of such expenses by the Parties and pursuant to the
substantiated (supported by respective documents) request of the Agent.


 


3.
This Agreement is made and executed in two equally binding counterparts with
one for each Party.


 


4.
This Agreement shall come into effect upon signing and shall constitute an
integral part of the Agency Agreement.


 


Signatures of the Parties:


 


	
   

  	
   

  	
  On
  behalf of the Principal

  
	
  On behalf of the Agent

  	
   

  	
  Deputy general
  Director for Sales and Regional

  
	
  General Director

  	
   

  	
  Network Development

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Vilma Martsulevichyute /seal/

  	
   

  	
  T.A. Vavilova /seal/

  



 


	
  Agent

  	
   

  	
  Principal

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  V.L.
  Vshyvkin

  	
   

  	
  A.E.
  Rodnyansky

  



 


3

















 


APPENDIX 1


to the Agency Agreement No. VT-941/1207 dated December 25,
2007


(hereinafter referred to as the “Agreement”)


 


	
  city of  Moscow

  	
   

  	
  25 December  2007

  



 


Closed Joint-Stock Company Darial TV (OGRN 1027739313205), hereinafter referred to as the “Principal”, represented by its Director
General Ms. Vilma Martsyulevichyute, acting pursuant to the Charter, on
one side, and


 


Closed Joint-Stock Company Video International Trend (OGRN
1027700294171), hereinafter referred to
as the “Agent”, represented by the Deputy Director General for Sales and
Regional Network Development Ms. T. A. Vavilova, acting pursuant to the
Power of Attorney as of April 5, 2007, on other side, have executed this
Appendix to the Agreement as follows:


 


1. The Parties agree on the
principal factors to be considered in determining the price in connection with
the placement of Advertising in the TV Channel airtime when contracting by the
Agent with the Clients.


 


Whenever
the Agent contracts for the placement of advertising it shall be guided by the
combination of technical, sociological and economic factors that define the
conditions required for the provision of advertising services in that
particular transaction.  The initial
reference basis for pricing the services to be provided in that particular
transaction shall be determined by the Agent in consultations with the Client
at the time of developing the media strategy and shall comprise the data on
timing and geographical region for a particular advertising campaign, the
Client’s overall advertising budget, target audience of advertising or
publicity materials, information on the Client competitors’ market and any
other details required for structuring a particular advertising campaign.


 


The
Parties agree that the pricing of services in a particular transaction shall be
based on a multi-factor/multi-functional approach and shall take into account
the lack of a universal unit measure, by applying which the quantitative
assessment of the services would be possible.


 


The
price (amount) of the agreement shall be such that the willing Parties agree
based on the market prices for the services that exist at the time of the
transaction in a particular region as a result of the interplay of supply and
demand as well as other conditions and considerations that have relevance for
the transaction.


 


When
entering into an agreement with a Client and pricing the services, the Agent
shall take into consideration the following factors:


 


1.1The Principal’s pricing policy.


 


The Parties have agreed that subject to the
exclusivity provision therein, when the Agent sells the  Moscow Advertising for the Principal in the TV
Channel airtime for the period between January 1, 2008 and December 31,
2008 , the advertising budgets of the
TV channel shall be allocated as set forth below and the Agent shall make every
effort to ensure that the Principal’s Moscow Advertising is sold in accordance
with this forecast.


 


	
  Month, 2008

  	
   

  	
  TV Channel Advertising Budget Forecast, 

  ruble (incl. VAT)

  
	
  January

  	
   

  	
  [**]

  
	
  February

  	
   

  	
  [**]

  
	
  March

  	
   

  	
  [**]

  
	
  April

  	
   

  	
  [**]

  
	
  May

  	
   

  	
  [**]

  
	
  June

  	
   

  	
  [**]

  
	
  July

  	
   

  	
  [**]

  



 


	
  Agent

  	
   

  	
  Principal

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  V.L.
  Vshyvkin

  	
   

  	
  A.E. Rodnyansky

  



 


4

















 


	
  August

  	
   

  	
  [**]

  
	
  September

  	
   

  	
  [**]

  
	
  October

  	
   

  	
  [**]

  
	
  November

  	
   

  	
  [**]

  
	
  December

  	
   

  	
  [**]

  
	
  TOTAL

  	
   

  	
  [**]

  



 


The
Parties acknowledge and agree that if the Principal reduces the airtime
available for the Moscow Advertising contracted by the Agent, whether as a
percentage or as a length of time, as a result of any laws and regulations of
the Russian Federation being passed and enacted or the agreements for
distribution of the TV channel programming entered into by the Principal being
changed after the date of this Supplementary Agreement, the Forecast of the TV
Channel Advertising Budget and its monthly distribution shall be revised.


 


The pricing policy for future periods shall be
determined by the Parties in the supplementary agreements.


 


1.2 Demand for media advertising services in the
market.


 


1.2.1        Macroeconomic
factors:


 


·      Purchasing
power


·      Per
capita income growth


·      Consumer
basket/consumer price index by target group.


 


a)             expert
assessments of the market maturity for certain industries/manufacturing sectors
(monopoly, polypoly sectors, etc.) and the need for marketing and advertising
support of sales;


b)            expert
assessments of the advertiser’s expenditures (budgets) for marketing and media
advertising services, including on television, in the past, current and future
periods;


c)             number
of market (market sector) players and their media activity.


 


1.3   Broadcast
advertising offering.


 


1.3.1        The
TV Channel programming policy.


 


1.3.2        Alternative
programming (programs broadcasted during the same time on other TV channels);


 


1.3.3        Changes
in the technical capabilities of the TV Channel:


 


·      Extended
reach with better signal;


·      Extended
reach with more powerful transmitters;


·      Potential
new station additions to TV Channel Network;


·      Licenses
obtained for new frequencies.


 


1.3.4        Best
advertising volume based on TV viewership patterns.


 


1.3.5        The
actual and projected rating of the programs, time intervals and
advertising blocks of the TV Channel at the time the advertising is placed.


 


Rating is defined as an average number of viewers,
capable of receiving the respective program (broadcast), who viewed the
broadcast, determined as a percentage of a particular target audience on the
basis of daily TV viewership monitoring data provided by the Independent Market
Research Company.


 


	
  Agent

  	
   

  	
  Principal

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  V.L.
  Vshyvkin

  	
   

  	
  A.E.
  Rodnyansky

  



 


5

















 


Target Audience is defined as all of the potential
television viewers with identical sociographic or psychographic
characteristics:


 


·      sex;


·      region
or area of residence;


·      income
level;


·      educational
level;


·      occupation;


·      number
of members in the household;


·      children;


·      religion;


·      consumer
habits and behavior patterns.


 


The projected rating shall be determined based on
historic data available for the previous periods that are projected onto the
advertising placement period based on the planned line-up of the TV Channel as
adjusted for seasonal fluctuations and other factors.


 


1.4           Specific conditions for a particular contract.


 


1.4.1        Gross
Rating Points or GPR - the amount of ratings that are to be collected when
placing a typical commercial with the length of 30 seconds.


 


1.4.2        The
volume of the Advertising Campaign shall be measured in units of time.


 


1.5           Target
group for the advertising campaign – standard groups commonly used by the
Clients for assessing the anticipated efficiency:


 


·      11 – 25 All


·      11 - 34 All


·      11-34 All Moscow


·      14 - 24 All


·      18 - 35 Females


·      18 - 35 All


·      18 - 54 Females


·      18-54 Males


·      18+ All


·      18+ All Moscow


·      18-44 Females


·      18-44 All


·      20 - 39 All


·      25+ Females


·      6+ All


 


The figures designate age limits.


 


1.6           Planned Reach of Advertising Campaign


 


Reach means a number of people within a target
group, who viewed the broadcast for at least one minute (thousand people).


 


1.7           Planned Frequency


 


Frequency means average number of viewings of the
monitored broadcasts by each TV viewer within the selected target audience.
Frequency is determined as the ratio of Gross Rating Points or GRP calculated
when placing a typical commercial with the length of 60 seconds to the Reach.


 


	
  Agent

  	
   

  	
  Principal

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  V.L.
  Vshyvkin

  	
   

  	
  A.E.
  Rodnyansky

  



 


6

















 


1.8           Positioning


 


Positioning
means that certain advertising and publicity materials should be placed in the
opening, closing or other particular position within an advertising block.


 


1.9           Fixed placement


 


Fixed
placement means that certain advertising and publicity materials are to be
placed in particular programs or advertising blocks or on dates as are
designated by the Client.


 


1.10         Floating placement


 


Floating placement means that certain advertising and
publicity materials are to be placed in programs and on dates selected
independently of the Client based on certain general requirements of the
Advertising Order.


 


1.11         Seasonal
considerations for advertising campaign.


 


Seasonal variations in demand from the Clients
for placement of advertising and publicity materials in the TV Channel airtime.


 


1.12         Competition requirements for
advertising campaign:


 


·      Advertising and publicity materials placed by the
Client with the requirement not to have advertising of competing products or
producers broadcast together with them.


 


·      Advertising and publicity materials placed by the
Client with the requirement to have the Client’s advertising placed in certain
programs or advertising blocks together with the advertisements for certain
products or services.


 


1.13         Broadcasting
area


 


1.14         Advertising
in the same commercial of the goods and/or services of several advertisers or
several advertised items.


 


1.15         Placement
of advertising inside the programs and in the inter-program advertising blocks.


 


1.16         Placement
of advertising within certain time intervals (including prime time).


 


Prime-time means a continuous time intervals having
the largest viewership.


 


1.17         The
terms of payment for the advertising campaign.


 


1.18         Number
of business days to the first showing of advertising on the TV Channel.


 


1.19         Social
significance of the advertising – The significance of each particular
advertising campaign and its charity or other purposes of public value or
promotion of the national interests.


 


2.             The Principal authorizes the
Agent to determine the contractual price for each particular agreement
(transaction) for the placement of advertising in the TV Channel airtime by
taking into account the above factors, which materially affect the form of the
services provided and, consequently, the determination of the contractual price
of each such agreement (transaction).


 


3.             This
Appendix shall come into effect upon signing and shall constitute an integral
part of the Agreement.


 


	
  Agent

  	
   

  	
  Principal

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  V.L.
  Vshyvkin

  	
   

  	
  A.E.
  Rodnyansky

  



 


7

















 


4.     This Appendix is made and
executed in two equally binding counterparts with one for each Party.


 


Signatures of the Parties:


 


	
   

  	
   

  	
  On behalf of the Principal

  
	
  On behalf of the Agent

  	
   

  	
  Deputy general Director for Sales and Regional 

  
	
  General Director

  	
   

  	
  Network Development

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Vilma
  Martsulevichyute /seal/

  	
   

  	
  T.A. Vavilova /seal/

  



 


	
  Agent

  	
   

  	
  Principal

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  V.L.
  Vshyvkin

  	
   

  	
  A.E.
  Rodnyansky

  



 


8

















 


APPENDIX 2


to the Agency Agreement No. VT-941/1207 dated 25 December 2007


(hereinafter referred to as the “Agreement”)


 


	
  city of Moscow

  	
   

  	
  25 December  2007

  



 


Closed Joint-Stock Company Darial TV (OGRN 1027739313205), hereinafter referred to as the “Principal”, represented by its Director
General Ms. Vilma Martsyulevichyute, acting pursuant to the Charter, on
one side, and


 


Closed Joint-Stock Company Video International Trend (OGRN
1027700294171), hereinafter referred to
as the “Agent”, represented by the Deputy Director General for Sales and
Regional Network Development Ms. T. A. Vavilova, acting pursuant to the
Power of Attorney as of April 5, 2007, on other side,


 


have executed this Appendix to the Agreement as
follows:


 


1. With this Appendix the Parties have agreed
on the following forms of the Principal’s Requests for the Agent’s consent to
the contracting of the Advertising placements by the Principal:


 


Advertising
Request Form:


 


“In
accordance with the provisions of the
Agency Agreement                   
dated                 
                            
(Principal) requests your consent to the
execution of the advertising agreement on the following terms and conditions:


 


	
  Item

  	
   

  	
  Client

  	
   

  	
  Advertising Campaign 

  and/or Brand Title

  	
   

  	
  Advertising 

  Placement 

  Period

  	
   

  	
  Placement 

  Price

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


On behalf of the Principal:


 


                     
(                                            )
seal here


 


         
                                   200


 


2. This Appendix shall come into upon signing and
shall constitute an integral part of the Agency Agreement.


 


3. This Appendix is made and
executed in two equally binding counterparts with one for each Party.


 


Signatures of Parties:


 


	
   

  	
   

  	
  On behalf of the Principal

  
	
  On behalf of the Agent

  	
   

  	
  Deputy general Director for Sales and Regional 

  
	
  General Director

  	
   

  	
  Network Development

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Vilma
  Martsulevichyute /seal/

  	
   

  	
  T.A. Vavilova /seal/

  



 


	
  Agent

  	
   

  	
  Principal

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  V.L.
  Vshyvkin

  	
   

  	
  A.E.
  Rodnyansky

  



 


9

















 


APPENDIX 3


to the Agency Agreement No. VT-941/1207 dated 25 December 2007


(hereinafter referred to as the “Agreement”)


 


	
  city of Moscow

  	
   

  	
  25 December  2007

  



 


Closed Joint-Stock Company Darial TV (OGRN 1027739313205), hereinafter referred to as the “Principal”, represented by its Director
General Ms. Vilma Martsyulevichyute, acting pursuant to the Charter, on
one side, and


 


Closed Joint-Stock Company Video International Trend (OGRN
1027700294171), hereinafter referred to
as the “Agent”, represented by the Deputy Director General for Sales and
Regional Network Development Ms. T. A. Vavilova, acting pursuant to the
Power of Attorney as of April 5, 2007, on other side,


 


have executed this Appendix to the Agreement as
follows:


 


PROCEDURES FOR PLACEMENT OF ADVERTISMENTS DELIVERED BY
AGENT


FOR BROADCATING ON DTV-Viasat TV CHANNEL,


WITHIN MOSCOW AND THE MOSCOW REGION ONLY


 


1.             PURPOSE OF PROCEDURES


 


1.1.          These
Procedures shall set forth the framework for coordination between the Parties
involved in the process of preparation and broadcasting advertising on Darial
TV Channel.


 


1.2.          Once
approved, the Procedures shall be binding on the Principal and the Agent, each
of which shall be responsible for ensuring compliance by its own personnel.


 


2.             KEY
OPERATING PROCEDURES


 


2.1.          The
advertising provided by clients and delivered to the Principal by the Agent
shall be broadcast from the TV Channel’s studio located at 16 Dokukina Street,
building 1, Moscow.


 


2.2.          The
advertising shall be broadcast in accordance with the advertisement placement
schedules delivered to the Principal in agreed form.


 


2.3.          The
advertising blocks shall be assembled by the Principal’s personnel based on the
advertisement placement schedules.


 


2.4.          Video
recordings of the advertising placed for broadcasting in Moscow and the Moscow
region shall be delivered by Client to the Agent at least 5 days before it is
to go on air. Video recordings shall be provided in PAL format with
synchronized voiceover and time code on Betacam SP tapes.


 


2.5.          Advertising
materials together with the accompanying documents received from Clients should
be delivered by the Agent to the Principal at least 4 days before the same are
scheduled to go on air.


 


3.    OBLIGATIONS OF
THE PARTIES


 


3.1. Advertisement placement schedule preparation
stage:


 


3.1.1.       The
Principal delivers to the Agent by e-mail preliminary Programming Schedule of
the TV Channel showing program titles, advertising blocks and announcement
blocks, on Mondays 2 weeks before the scheduled broadcasting.


 


3.1.2.       The
Agent daily, but at least 4 business days before the scheduled
broadcasting,  delivers to the Principal
by e-mail a current plan (schedule) for broadcasting the advertisements in the
TV Channel airtime for the day, showing the number of advertising blocks,
listing of advertisements in each block, time-code information of the
commercial and number of the tape on which it is recorded, ID and timing of
each advertisements in accordance with the following schedule:


 


	
  Ad placement schedule delivery 

  day

  	
   

  	
  Ad placement schedule delivery 

  time

  	
   

  	
  Day ad to go on air on TV Channel

  
	
  Monday

  	
   

  	
  11:45 a.m.-1:pm.

  	
   

  	
  Next Friday

  



 


	
  Agent

  	
   

  	
  Principal

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  V.L.
  Vshyvkin

  	
   

  	
  A.E.
  Rodnyansky

  



 


10

















 


	
  Tuesday

  	
   

  	
  11:45 a.m.-1:pm.

  	
   

  	
  Next Saturday, Sunday

  
	
  Wednesday

  	
   

  	
  11:45 a.m.-1:pm.

  	
   

  	
  Next Mon

  
	
  Thursday

  	
   

  	
  11:45 a.m.-1:pm.

  	
   

  	
  Next Tuesday, Wednesday

  
	
  Friday

  	
   

  	
  11:45 a.m.-1:pm.

  	
   

  	
  Nest Thursday

  



 


3.1.3.   The
current advertising broadcast plan is reflected in the placement schedules.


 


For the purposes of coordinating the activities
under the agreement the Agent shall provide to the Principal by electronic or
other means of communications access to the information on placement of the
Moscow Advertising contained in the adapted version of the Computer-based
program, in which the advertising placement data is stored (the “Program”).


 


3.2.          Advertisement
delivery stage.


 


The
Agent


 


·              provides the advertisement
materials as the same are received from the clients in PAL format on Betacam SP
tape with synchronized voiceover (0
dBm per channel), ID and time code as well timing of each commercial;


·              reviews the same for
compliance with the Russian law;


·              provides complete
accompanying documents for the tapes with advertisement recordings;


·              delivers video tapes with
advertisement recordings to the Principal’s video room 4 business days before
the scheduled broadcasting and transfer the same with the execution of a
transfer certificate.


 


3.3.         Advertisement
acceptance stage:


 


3.3.1.     The
Principal:


 


·              has the right to control
the technical quality of advertisement recordings provided by clients and
accepted from the Agent;


·              returns with the execution
of a transfer certificate to the Agent for passing on to the client tapes for
correction as directed by the Principal if the same fail to comply with the DTV
Requirements to Video Production Quality.


 


3.3.2.     The
Agent delivers rejected recordings of advertisements for correction and after
receiving corrected recordings re-delivers the same to the Principal. The
Principal should receive the same three days before the advertisement is
scheduled to be broadcast.


 


3.3.3.     The
Principal shall check the recordings once again if corrected after rejection.


 


3.4.         Preparation
for broadcasting stage:


 


3.4.1.     The
Principal:


 


·              prepares the recording
delivered by the Agent for broadcasting and downloads the same into the
broadcasting server; if the recoding is missing three days before the
advertisement is scheduled to be broadcast the Principal’s video room should
notify the Agent’s advertising manager (DTV account manager of the Agent) by
e-mail.


 


3.4.2.     The
Agent:


 


·              if the recoding is not
available in the Principal’s video room 4 days prior to the schedule
broadcasting on the TV Channel (not received from the client and/or not
delivered to the Principal in a timely manner) such advertisement shall be
deemed to have been removed from the schedule.


 


·              the Principal shall be
provided with revised current plan (schedule) for advertisement broadcasting
due to the placed advertisement recording not being made available to the
Principal.


 


3.5.         Broadcasting
stage:


 


3.5.1.     The
Principal


 


·              ensures that advertisement
materials are broadcast.


 


3.6.         End
of advertising campaign stage:


 


	
  Agent

  	
   

  	
  Principal

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  V.L.
  Vshyvkin

  	
   

  	
  A.E.
  Rodnyansky

  



 


11

















 


3.6.1.                The Agent:


 


·              delivers to the Principal
a list of commercials to be erased;


·              returns to the clients the
video tapes with recordings received from the Principal.


 


3.6.2.     The
Principal returns to the Agent for passing on to the clients the video tapes
with recordings upon the end of the advertising campaign.


 


REPORTING ON ADVERTISING BROADCAST ON TV CHANNEL


 


4.1.         The
Principal


 


·             records in Vipplanner the TV Channels broadcasts, including advertisement
delivered by the Agent; -converts the same into Excel and e-mail to the Agent
the sections of the report showing the advertisements delivered by the Agent
were run on the TV Channel.


 


4.2.2      If
the ad run report deviates from the current advertising placement plan
(schedule) the Agent shall contact the principal to examine the issue.


 


4.3.         If
it is found as a result of examination that the deviation was due to the
Principal’s fault, the Agent should compensate for the improperly broadcast
advertising pursuant to the agreement of the Agent with the client, but subject
to double cost limitation.


 


5.    SOCIAL
ADVERTISING PLACEMENTS


 


5.1. Upon receiving a request for placement of
social advertising free of charge the Principal should deliver to the Agent a
request to incorporate the said social adverting in the advertisement placement
schedules to the extent possible.


 


5.2. After the Agent receives such request of the
Principal and incorporates the same into 
in the advertisement placement schedules the Principal will broadcast
such advertising if the Agent has no reasonable objection against it.


 


2. This Appendix shall
come into upon signing and shall constitute an integral part of the Agreement.


 


3.
This Appendix is made and executed in
two equally binding counterparts with one for each Party.


 


Signatures of Parties:


 


	
   

  	
   

  	
  On behalf of the Principal

  
	
  On behalf of the Agent

  	
   

  	
  Deputy general Director for Sales and Regional 

  
	
  General Director

  	
   

  	
  Network Development

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Vilma
  Martsulevichyute /seal/

  	
   

  	
  T.A. Vavilova /seal/

  



 


	
  Agent

  	
   

  	
  Principal

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  V.L.
  Vshyvkin

  	
   

  	
  A.E.
  Rodnyansky

  



 


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