Exhibit 10.75


 


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


 


AGREEMENT No. 41259


 




	
  Moscow

  	
   

  	
  August 30, 2005

  






 


Closed Joint Stock Company “TV DARIAL” (OGRN 1027739313205 issued on October 3,
2002), hereinafter referred to as the “TV Company”, represented by its General Director Ms. Vilma
Martsulevichyute, acting pursuant to the Charter on one side, and


 


Limited Liability Company “Crossmedia” (OGRN 1027700192145),
hereinafter referred to as the “Agency”)
in the person of Mr. V.A. Kolesnichenko, acting on the basis of the
Charter, on the other hand, hereinafter collectively referred to as the “Parties”, signed this Agreement as follows:


 


1.                                      DEFINITIONS


 


For the purposes of this Agreement, the
definitions and expressions below have the following meanings:


 


“TV Channel Broadcasts” means TV DARIAL programming
(a combination of audiovisual messages and materials (programs, broadcasts,
television series and movies, announcements, advertising, etc.) publicly
broadcast by the TV Company within the territory of the Russian Federation
using television broadcasting facilities (television broadcasting license TV No.
7284 dated May 14, 2003, issued to the Principal by the Ministry of the
Russian Federation for Print, Television, Radio and Mass Communication Media).


 


“Advertising” means the information on an
individual, legal entity, products, ideas or undertakings (advertising
information), designated for general public and intended to build or maintain
awareness of such individuals, entities, products, ideas or undertakings.


 


“Commercial” means  an audiovisual production containing
advertising.


 


“TV Shop”
means a promotional broadcast containing advertising of one of several
advertised items (several products, etc.) and providing a contact phone number
or other method of communication, by which consumers may order any of the
products advertised in the program with a length in excess of 120 (One Hundred
Twenty) seconds.


 


“TV Shop Commercial “means
an advertising material, containing advertising of one or more of advertised
items (several products, etc.) and providing a contact phone number or other
method of communication, by which consumers may order any of the products
advertised with a length of 45 to 120 seconds. Restrictions apply in respect of
the placement of TV shop commercial(s) within the TV Channel
broadcasts and the same may not placed in the interval between 7 p.m. and
1 a.m. (Moscow time).


 

















 


“Television announcement” means a text
having the substance of advertising, recorded on video for television
broadcasting.  The Parties agree that
television announcement may not be placed in the TV Channel broadcasts.


 


“Running line” means an advertisement
placed by way of overlaying the advertising text on the non-advertising TV
program.   The parties agree that running
line may not be placed in the TV Channel broadcasts.


 


“Interactive projects (“Interactive elements”) means elements
of programming that enable viewers to participate by making phone calls,
sending sms or e-mail messages or otherwise.


 


“Sponsorship” means contribution by an individual or entity (Sponsor) of assets, intellectual property, services, work,
etc. for the production of a television program or broadcasting of an
entertainment event (concert, festival, other) to promote trade name,
trademark, activity, product, or other direct or indirect business interest,
etc. if his/its own or owned by other person as sponsorship advertising;


 


“Sponsorship Advertising” means the advertisement of the
sponsor, its products, services, etc. disseminated by the TV Company in any
forms.  The essential feature of such
advertising is that it should be linked to any TV Company’s program (of
non-advertising nature) and the event advertised by the TV Company (arranged by
or with the participation of the TV Company).


 


“Cross-Promo Commercials” means advertising
of mass media establishments (hereinafter referred to as “Media Counterparties”)
under agreements of the TV Company for the placement of advertising of the
Media Counterparty on the TV Channel, provided that the Media  Counterparty, in its turn, places promotion
of the TV Channel pursuant to such agreements, the terms of which were
previously agreed with the Agency. The Parties may (subject to prior agreement)
treat any other similar advertising as Cross-Promo Commercials.


 


“National Advertising” means
the advertising, which is mandatory for broadcasting in the TV broadcasts and
is broadcast by the TV Company publicly within the Russian Federation using
television broadcasting facilities.


 


“Regional Advertising” means
the advertising, which is mandatory for broadcasting in the TV broadcast and is
broadcast by the TV Company publicly exclusively within a certain region.


 


“Political Advertising”  means a type of agitation in the form of
audiovisual productions using the advertising media and methods, disseminated
during the period of elections into the bodies of government and/or public
administration at any level as well as having the features of agitation for or
against the matters put for referendum or during the conduct of the same,
disseminated during the period in which a referendum is decided to be held and
is carried out as set out in the applicable laws and regulations.  In the context of this Agreement the
Political Advertising is also deemed to include opinion polls during election
campaigns, providing information to the electorate, advertising commercial
activities of the political parties and candidates.


 


“Social Advertising” promotes
public and national interests and charity objectives.


 


The
social advertising may not make references to any specific business entities or
entrepreneurs  makes (models, articles)
of their products or makes (models, articles) of products resulting from the
business activities of non-for-profit organizations;


 


“Advertising Services” means the broadcasting by
the TV Company of the National Advertising (including paid Social Advertising
and TV Shop Commercials) in the TV Channel broadcasts in the form of
commercials and the placement of the Political Advertising. The term “advertising
services” does not include sponsorship and regional advertising, free-of-charge
social advertising, TV shops, cross-promo commercials and interactive projects.


 


“TV Company’s own promotion” means
announcers of television programs as well as announcement of events organized
and conducted by the TV Company and advertising of the TV Company’s own
productions (which does not contain third party advertising), including video 


 

















 


productions
created by the TV Company itself.  The
said definition shall not extend to advertising of legally independent entities
established with the participation of the TV Company, as well as projects
undertaken with the participation of any third party.


 


“Unauthorized advertising” means the
National Advertising (including paid Social Advertising and TV Shop
Commercials) placed in the TV Channel broadcasts by the TV Company directly
without receiving a prior written consent of the Agency.  The said definition shall also apply to
advertising placed inside the TV Company’s own promotion.


 


The
term “unauthorized advertising” shall not include:


 


a)                                      breaker bumpers
of TV Company opening and closing advertising blocks that do not contain the
advertising of any third parties;


 


b)                                     TV Company’s
own promotion;


 


“clients” means  advertisers
or any other third parties representing the advertisers pursuant to respective
agreements as well as third parties authorized to enter into contracts for
placement of political advertising during commencement and conduct of election
campaigns.


 


“TV Company’s Actual Gross Advertising Revenue” comprises:


 


-                                            sales
revenues, i.e. amounts charged for actually broadcast
National Advertising and Political Advertising, net of value added tax,
contracted with the clients by the Agency under this Agreement as well as
contracted by the TV Company (or any persons authorized by it) before the date
of this Agreement for placement after the date thereof, as well as contracted
by the TV Company (or any persons authorized by it) with a written consent of
the Agency.


 


-                                            non-sale
income (penalties, fines and other non-sale income) and termination fee
collected by the Agency under agreements with the clients entered into by the
Agency pursuant to this Agreement.


 


2.                                      SCOPE OF THE AGREEMENT


 


2.1.                            This Agreement
is deemed to be a combined type agreement as defined in article 421 of the
Civil Code of the Russian Federation (hereinafter the “Civil Code”). The
Parties specifically distinguish in this agreement the features of commission
and engagement (in accordance with the terms of section 2.1.1. of the
Agreement), contracted work and services provided for fee (in accordance with
the terms of section 2.1.2. of the Agreement). The names of the Parties do not
affect the substance of their relationship and are provided solely for
convenience.


 


2.1.1                        In accordance with this
Agreement the TV Company retains and the Agency agrees to enter for commission
and commencing from the date of signing of this Agreement into transactions
with the clients in its own name, but on behalf and on the account of the TV
Company to sell the TV Company’s advertising to the clients commencing from January 1,
2008 in the manner set forth herein.


 


Subject
to the terms of this Agreement the TV Company authorizes the Agency to enter
for a fee into transactions with the clients on its behalf and account for the
placement of political advertising, with the specific terms of the engagement,
the amount and conditions for payment of the Agency’s compensation to be as
agreed between the Parties in Appendix 5 hereto. Where the provisions of
Appendix 5 conflict with or deviate from the provisions of this Agreement
provisions of Appendix 5 shall control as between the Parties.


 

















 


2.1.2                        In accordance with this
Agreement the Agency agrees, commencing from January 1, 2006, to provide
to the TV Company for a fee the services as set forth in the Schedule
incorporated in Appendix 1 hereto.


 


2.2.                            In its turn the
TV Company agrees to pay to the Agency the commission and the attorney’s fees
for entering into the transactions (section 2.1.1 of the Agreement) and to pay
for the services listed in section 2.1.2 of the Agreement in such amount and
manner as provided under this Agreement.


 


2.3.                            The TV Company
accepts the obligation to place the National and Political Advertising,
provided by the Agency under the client agreements made (pursuant to the terms
and conditions of this Agreement) across the entire broadcasting territory of
the TV Channel.


 


If
during the term of this Agreement the TV Company’s broadcasting area is
expanded, the latter shall have an obligation to broadcast the National
Advertising in all of the additional broadcasting areas.


 


2.4.                            The Agreement
shall not be applicable to sponsorship and regional advertising, free-of-charge
social advertising, as well as TV shop advertising.


 


3.                                      OBLIGATIONS
OF THE PARTIES


 


3.1.                            The TV
Company shall:


 


3.1.1.                     grant to the Agency an
exclusive right to enter into agreements for sale of Advertising services. The
TV Company shall not grant to third parties the right to enter on its behalf
and account into transactions, for which the Agency is retained under this
Agreement.


 


The TV Company may sell advertising on the TV
Channel directly without involvement of the Agent subject only to a prior (10
business days before the commencement of the services) written consent of the
Agency and on the terms agreed with the Agency.


 


A prior consent is not required for placement by the
TV Company of advertising that is not an unauthorized advertising.


 


3.1.2.                     provide to the Agency in a
timely manner such information as necessary for contracting with the clients.


 


3.1.3.                     have an obligation as may be
requested by the Agency (for the latter to enter into agreements with the
clients for placement of the National Advertising) to allocate upon the Agency’s
request for placement in the TV Channel broadcasts within of up to 60% (Sixty
Percent) of the advertising time such number of minutes as may be necessary for
the Agency to perform its obligations. For calculating this time, the Parties
shall use average duration of the TV Channel daily broadcasting, being 19
(Nineteen) hours (hereinafter the “total broadcasting time”) and total
broadcasting time allocated for the placement of advertising, being equal to 20%
(Twenty Percent) of the total broadcasting time.


 


The
broadcasting time allocated for political advertising shall be as agreed
between the parties in Attachment 5 to this Agreement.


 


3.1.4                        provide to the Agency in a
timely manner its planned quarterly line-up and planned line-up for each
following broadcasting month as soon as the same is approved.


 


3.1.5                        provide to the Agency within
three days from the date of this Agreement preliminary programming schedule of
the TV Channel for the 1st quarter of the year 2006. It shall
subsequently provide to the Agency a preliminary programming schedule of the TV
Channel for the current month no later than two months in advance of it taking
effect.


 

















 


The approved programming schedule of the TV Channel
for each week shall be provided by the TV Company to the Agency at least 10
(Ten) calendar days before the commencement of the respective week.


 


3.1.6                        be authorized to modify the
programming schedule subject to:


 


- prior notification to the Agency on modifications
to the preliminary programming schedule of the TV Channel for the current month
within two days from such modification being made;


 


- prior notification of the Agency on modification
to the preliminary programming schedule of the TV Channel for the calendar week
at least seven business days before the date on which such modifications are
made.


 


The Agency waives a prior notice requirement solely
in cases when such changes are made in an unexpected manner in connection with
the events of national significance and changes of the time of sporting events,
scheduled to be broadcast live on the TV Channel in those cases when the
notifying the Agency on such changes was not possible due to objective reasons
and subject to notification of the Agency on this in writing on the same day as
the changes are made.


 


3.1.7                        assemble commercials into
advertising blocks and ensure that the advertising is broadcast exactly in
accordance with the procedure for acceptance and broadcasting of advertising on
the TV Channel as designated in the advertising placement schedules provided by
the Agency.


 


3.1.8                        issue to the Agency in a
timely manner (within five days from receiving the request) ad run reports
evidencing that the advertising was broadcast on the TV Channel.


 


3.1.19                  All requests/inquiries of the Agency to the
TV Company (as to whether a controversial commercial can be placed in the TV
Channel broadcasts, seeking the TV Company’s consent to the Agency taking
certain actions, etc.) shall be reviewed by the TV Company within three business
days after the receipt of the Agency’s request and the Agency should be replied
to in writing within the same period of time (by fax or courier delivery). In
the event the response is not received within the said period (silence of the
TV Company) the Agency shall be entitled to proceed as follows:


 


·                  If the question in the
request was such that it implied a straightforward “yes” or “no” answer, the
Agency shall regard the silence of the TV Company as a “yes” answer.


 


·                  If the request was for the
TV Company’s opinion with regard to a controversial issue the Agency shall
regard the silence of the TV Company as the latter’s consent for the Agency to
act at the Agency’s discretion.


 


The actions of the Agency taken in compliance with
this section shall be deemed to have been taken in accordance with the terms of
this Agreement without exceeding the authority and in the event any negative
consequences arise as a result of such actions the Agency may not be held
liable in any way.


 


The Agency’s requests and the TV Company’s responses
thereto shall be in writing, shall be signed by the authorized representatives
and shall be deemed received if contain respective notations (incoming
references and receipt dates).


 

















 


3.2.                            The AGENCY
shall:


 


3.2.1                        enter into transactions with
the clients for the placement of the Advertising (section 2.1.1 of the
Agreement), being guided first and foremost by the interests of the TV Company
and the terms and conditions of this Agreement:


 


a)                                      when entering
into the client agreements the Agency shall seek to secure for the TV Company
the best conditions available;


 


b)                                     The price of
advertising services for a particular client agreement to be entered into shall
be determined in accordance with the contractual pricing guidelines (set forth
in Appendix 2).


 


The price of advertising in the client agreements of
the Agency shall be fixed:


 


- in agreements with resident clients — in US dollar
equivalent (with payment at the exchange rate published by the Central Bank of
Russia as of the date the payment order is submitted to the bank) or in Russian
Rubles;


 


- in
agreements with non-resident clients - in US Dollars or US dollar equivalent
(with payment at the exchange rate published by the Central Bank of Russia as
of the date the payment order is submitted to the bank).


 


The TV Company’s Advertising services shall be
subject to value added tax.


 


c)                                      The Agency
shall carry all rights and obligations under agreements with the clients made
pursuant to this commission engagement, even if the TV Company was named in the
agreement and entered into direct arrangements with the clients.


 


d)                                     The Agency may
enter into sub-broker agreements with other legal entities and/or individuals
for the performance of this Agreement, always remaining responsible to the TV
Company for the actions of such sub-broker.


 


e)                                      If any
unexpected circumstances arise that prevent the performance of the advertising
placement agreement, the Agency should promptly advise the TV Company of this.


 


f)                                        The Agency
shall not be liable to the TV Company for the client’s failure to perform in a
transaction entered into pursuant to provisions 
of section 2.1.1 of this Agreement. If a client fails to perform in a
transaction entered into with the Agency, the latter shall immediately advise
the TV Company of this, collect the necessary evidence and upon the TV Company’s
request to transfer to it all claims in respect of such transaction in
compliance with the rules applicable to assignment of claims.


 


g)                                     have an
obligation to include into the client agreements the following provision:


 


“The client shall be fully responsible for
the content and design of the advertisements placed under this Advertising
Agreement, for any violations of copyrights and neighboring rights in respect
of the works and objects of neighboring rights being part of the
advertisement.  Any financial claims,
including from the authors and owners of the neighboring rights in respect of
the advertisement, shall be settled by the client itself and at its cost”.


 


3.2.2                                                perform those
works and services as set forth in section 2.1.2 of the Agreement and for that
purpose is authorized to retain third parties always remaining responsible to
the TV Company for their actions.


 


3.2.3                                                The commercials
shall be delivered by the Agency with synchronized voiceover and time code on
Betacam SP tapes (hereinafter referred to as the “Tapes”) no later than 3
calendar days to the first showing or by such other time as may be agreed
between the Parties.


 


3.2.4                                                deliver to the
TV Company the information received from the clients on the use of works of the
Russian and foreign authors in the advertising.


 

















 


3.2.5                                                be authorized
to request from the TV Company confirmations that a controversial commercial
can be placed in the TV Channel broadcasts, the TV Company’s consent to the
Agency taking certain actions, etc.


 


3.2.6                                                deliver to the
TV Company the reports on the performance of its commission engagement.


 


3.2.7                                                deliver upon
request of the TV Company copies of the relevant certificate and/or relevant
licenses. To the extent the advertised activity is subject to licensing or the
advertised product is subject to mandatory certification, the Agency shall
deliver commercials to the TV Company with the relevant notations. If the
Agency has provided commercials to the TV Company without such notations, such
commercials shall have to be replaced by the Agency as soon as possible.


 


4.                                      COMPENSATION
AND FEES FOR OF THE AGENCY’S WORK/SERVICES


 


4.1.                            The Agency’s commission fee for entering into
transactions (section 2.1.1 of the Agreement) shall be equal to 0.7% (seven tenths of one percent) of the actual
gross revenues of the TV Company in the respective reporting period (including
non-sale revenues received by the  Agency
in the respective reporting period in transactions with the clients entered
into by the Agency in implementation of this Agreement).


 


The Agency’s commission
entitlement shall arise as from moment of the actual provision of the
advertising services in the reporting period.


 


4.2.                            The fee for the Agency’s work/services listed in Appendix 1 to this
Agreement shall be equal to 11.3% (eleven point three percent) of the actual
gross revenues of the TV Company in the respective reporting period (including
non-sale revenues received by the  Agency
in the respective reporting period in transactions with the clients entered
into by the Agency in implementation of this Agreement).


 


4.3.                            The Agency’s compensation under sections 4.1
and 4.2 shall be subject to value added tax calculated in accordance with the
applicable law of the Russian Federation and the payment of the gross amount
including VAT shall be made by the TV Company in accordance with the procedure
set forth in sections 5.1 and 5.2 of this Agreement, respectively.


 


4.4.                            The reporting period under this Agreement shall be equal to one month.


 


4.5.                            The amount of the
Agency’s compensation and the fees for the
Agency’s work/services shall
be calculated at the exchange rate, published by the Central Bank of Russia as
of the last date of the month, in which respective advertising placement
services were provided, if under section 3.2.1 (b) of the Agreement the TV
Company’s fees for the services (both under agreements with resident and
non-resident clients) is set in US Dollars equivalent.


 


5.                                      SETTLEMENT AND
REPORTING PROCEDURES


 


5.1.                            When the Agency, acting as an intermediary (section 2.1.1 of the
Agreement), enters into agreements:


 


5.1.1.                     payments
in Rubles under such agreements shall be made to the Agency’s current account.


 


The
Agency shall be obliged to transfer to the TV Company within three banking days
the funds received under agreements, subject to sections 5.5, 5.4 and 5.3 of
this Agreement.


 

















 


The
Parties agree that the said three day period shall be counted from the receipt
by the Agency of the attachment to the bank statement evidencing the receipt of
the funds to the current account of the Agency.


 


When the
funds have been transferred the Agency shall deliver a payment order to the TV
Company.


 


The
Agency may (subject to the notification of the TV Company) to instruct the
respective client to make the payment in Russian Rubles under the agreement of
the Agency with it directly to the TV Company’s current account.


 


5.1.2                        US Dollar payments under such agreements shall be made to the Agency’s
transit currency account. The Agency shall be obliged to transfer to the TV
Company’s transit currency account no later than within three banking days the
funds received from non-resident clients in full amount. The Agency shall
deliver the client’s payment order to the TV Company.


 


5.2.                            Payments under the client agreements entered into by the TV Company
directly shall be made directly to the TV Company’s respective bank accounts.
The amount of payment shall include VAT in accordance with the applicable law
of the Russian Federation.  Upon receipt
of the funds the TV Company shall have an obligation to deliver a copy of the
payment order to the Agency.


 


5.3                               The Agency shall have the right to transfer in Russian rubles to the
clients those funds that are to be returned to the latter under the agreements
concluded with them, including from the funds received on the Agency’s accounts
from other clients for the benefit of the TV Company, but not yet remitted to
the TV Company’s current account. In the event a full amount under the
agreement or of the payment is to be returned, the funds shall be returned to
the client in rubles and in the amount received. If returned in part, the
amount in Rubles shall be determined pro rata to the respective amount under
the agreement or of the payment.


 


5.4                               In cases when the earlier received US Dollars funds should be returned
to the client according to the agreement with the latter:


 


- if such amount has been already transferred by the
Agency to the TV Company, the TV Company shall transfer to the Agency’s transit
hard currency account within ten days the amount to be returned to a
non-resident client in US Dollars and the Agency shall then return the amount
so received to the respective client. The said ten day period shall be counted
from the receipt by the TV Company of the Agency’s letter demanding the return
supported by the respective documents relating to the non-resident client;


 


- if such
amount has not been transferred to the TV Company and is still held in the
Agency’s transit hard currency account, the latter shall transfer to the client
the respective amount to be returned in US Dollars.


 


5.5.                            Out of the amount of the Ruble funds received to the Agency’s current
accounts for the benefit of the TV Company under the client agreements the
Agency shall be entitled to retain the following amounts:


 


- 12% of the difference between
the funds received in Russian rubles to the current accounts of the Agency
and/or the TV Company and the funds returned by the Agency and/or the TV
Company to the clients under the terms of the agreement with the latter; and


 


- 12% of the difference between
the Ruble equivalent of US Dollar funds received to the transit hard currency
account of the Agency for the benefit of the TV Company and/or hard currency
account of the TV Company under agreements with the non-resident clients and
the Ruble equivalent of US Dollar funds returned by the Agency and/or the TV
Company in US Dollars to the non-resident clients under the terms of the
agreements with them. The Ruble equivalent of US Dollars funds shall be
calculated at the exchange rate, published by the Russian Central Bank 


 

















 


as of the date the funds were
received in the hard currency transit account of the Agency and/or hard
currency account of the TV Company from a non-resident client.


 


These retentions shall be
designated as payments towards the Agency’s commission and work/services fee as
set forth in sections 4.1 and 4.2 of this Agreement.


 


5.6.                            The settlements between the Parties shall be made on a daily basis as
long as payments are received from the clients. 
The Agency shall be entitled to withhold the amounts towards payment of
the Agency’s compensation and fees for work/services on a daily basis. All
payments as between the Parties shall include value added tax. The date of
payment as between the Parties hereunder shall be the date, on which the funds
are withdrawn from the payer’s account as evidenced by a bank statement.


 


5.7.                            If any amount is outstanding from the TV Company to the Agency as shown
by a respective Reconciliation Statement, the TV Company shall be required to
settle such outstanding amount by the 20th (Twentieth) day of the
month following the end of the reporting one and to deliver a copy of the
payment order as a proof of payment.


 


In
the event no payment is received by the Agency in its account towards the
settlement of the TV Company’s indebtedness the Agency shall be entitled to an
offset (withholding the amount due out of the amounts of the new payments
received from the clients for the benefit of the TV Company to the Agency’s
current account) to be reflected in the respective Reconciliation Statement.


 


6.                                      REPORTING
PROCEDURES


 


6.1.                            Upon
transferring the funds the Agency shall deliver to the TV Company together with
a copy of the payment instructions (as required under sub-sections 5.1.1 and
5.1.2 hereof) the Agency’s report with a detailed break-down of the amount
paid.


 


The
Agency’s report shall specify:


 


a)                                      the amount of the payments received to the Agency’s account under
concluded agreements, including value added tax in accordance with the
applicable law of the Russian Federation;


 


b)                                     amount retained in the Agency’s account as the Agency’s commission and
fees for work/services, including value added tax in accordance with the
applicable law of the Russian Federation;


 


To the extent the TV Company has any objections with
respect to the submitted report it shall within 10 (Ten) calendar days from
receipt thereof deliver to the Agency its objections in writing.  If no objections are raised within such
period, the report shall be deemed accepted and the engagement performed.


 


6.2.                            After the end
of the reporting month (by fifteenth day of the month following after the end
of the month following the reporting one), the Parties shall execute a two-way
statement, which shall set forth:


 


1.                                       actual gross
revenue of the TV Company in the reporting month, i.e.


 


-                                            the amount of
sale revenues generated by advertising placement transactions entered into by
the Agency;


 


-                                            the amount of
sale revenues generated by advertising placement transactions entered into
directly by the TV Company upon consent of the Agency;


 


-                                            the amount of
non-sale income (penalties, fines and other non-sale income) collected by the
Agency during the reporting month in respect of the advertising placements
contracted by the Agency only;


 

















 


2.                                       the amount of receipts in
the reporting month under the agreements entered into by the Agency, including
as payments for the advertising services, as well as penalties, fines, etc.;


 


3.                                       the amount of
the compensation due to the Agency for the reporting month;


 


4.                                       the amount of
fees for the Agency’s work/services provided to the TV Company (under section
4/2 of the Agreement) in the reporting month;


 


5.                                       the amount of
funds received by the Agency as compensation;


 


6.                                       the amount of
funds received by the Agency as fees for the Agency’s work/services;


 


The statement may contain any other details, which
the Parties shall deem appropriate to include.


 


6.3.                            The Agency
shall deliver together with the statement invoices for amounts billed as
commission and as fees for the work/services of the Agency. As part of the
engagement (under Appendix 5) the TV Company shall issue invoices to the
clients for the placed Political Advertising.


 


6.4.                            The statement
so submitted shall be approved by the TV Company within five business days or
within this period of time objections to the statement should be delivered
explaining the reasons for the same.  If
substantiated objections have been raised by the TV Company the Parties shall
execute a statement detailing steps to be taken to address the objections.


 


If no response is given by the TV Company
within such period of time with respect to the statement so submitted, such
statement shall be deemed accepted.


 


7.                                      LIABILITY
OF PARTIES AND RELEASES


 


7.1.                            In the event of non-performance or the improper performance by a Party of
its obligations hereunder, such Party shall be liable for damages to the other
Party resulting from such non-performance or improper performance.


 


7.2.                            If any payments hereunder are delayed, the Party not receiving the funds
shall be entitled to claim a penalty of 0.1 % (one tenth of a percent) on the
outstanding amount for each day of delay.


 


7.3.                            In the event the TV Company failed to perform properly its advertising
placement obligations (failed to broadcast advertising on the TV Channel or
shifted the broadcast in time, failed to observe the sequence of ad
broadcasting, broadcasted the advertising with poor quality, i.e. without
voiceover, with interferences, wrong timing, ad content or version, etc.) the
TV Company shall upon demand of the Agency:


 


a)                                      perform the obligations specifically - 
the TV Company shall have an obligation to place the missed and/or
improperly broadcast National Advertising in the same volume without additional
charge or to return the respective portion of the received advance;


 


b)                                     compensate damages to the extent of non-performed obligations - the TV
Company shall accept additional placement of the client’s advertising in the volume
that in any event may not be greater than the volume of the missed and/or
improperly broadcast advertising


 


The Parties agree that the liability provided under
the first paragraph of this section shall not apply, if the non-performance
resulted from an urgent change in the line-up caused by the circumstanced
detailed in section 3.2.1 hereof.


 


7.4.                            In the event any Unauthorized Advertising has been run in the TV Channel
broadcasts the TV Company shall pay to the Agent a penalty equal to the Ruble
equivalent (at the exchange 


 

















 


rate of the Russian Central Bank as of the date of
payment) of 10,000 (Ten Thousand/100) US Dollars for each unauthorized
advertising broadcast (with the length of 30 seconds) provided the Agency
delivers a claim to the obligor by registered mail. If the Agency does not
claim penalty, it shall not be payable.


 


7.5                               The TV Company shall not be liable for a failure to broadcast advertising
in the TV Channel broadcasts through the Agency’s fault and the Agency
agrees to settle independently any and all claims raised by the clients in such
cases.


 


7.6.                            All payments in
respect of the penalties or damages under this Agreement shall be made in
Russian Rubles at the rate of the Central Bank of the Russian Federation
published as of the date of payment, 
subject to the claim being submitted by the party claiming penalties to
be delivered by registered mail.


 


7.7.                            The Parties shall be
relieved of the liability for non-performance or improper performance of the
obligations under this Agreement, if such non-performance or improper
performance was caused by the conditions of force-majeure, i.e. circumstances
of extraordinary nature unavoidable in a particular situation, such as natural
calamities, fires, military hostilities, revolutions, strikes, legislative
changes, enactment of mandatory regulations, unscheduled broadcast addresses of
the government officials (the President of the Russian Federation, the Chairman
of the Government of the Russian Federation, the State Duma Speaker) and other
circumstances beyond the control of the Parties.


 


7.7.1.                     The Party for which it
became impossible to perform the obligations under this Agreement shall be
obliged to notify the other Party immediately on occurrence and cessation of
the circumstances specified above as soon as possible, but not later than
within five business days.  In this case
representatives of the Parties should consult with each other as soon as
possible and agree on the measures to be taken by the Parties.


 


The occurrence of such circumstances and
their duration should be confirmed by the documents which have been issued by
the respective authorities or entities.


 


7.7.2.                     Absence of notice or
untimely notice regarding the occurrence of such circumstances shall deprive of
the right to refer to any of these circumstances as relieving the Party failing
to give notice or giving untimely notice from the liability for the failure to
perform the obligations in a timely manner.


 


7.7.3.                     In case if advertising has
not been broadcast due to the occurrence of the above circumstances, the TV
Company shall, subject to the Agency’s consent, place the remaining advertising
during similar time and in similar programs, and if such placement is not
possible, return to the Agency (or to the respective client, if instructed in
the Agency’s letter)  the amounts earlier
paid for the advertising not broadcast.


 


8.                                      DISPUTE
RESOLUTION


 


8.1                               All disputes and controversies arising out of or relating to this
Agreement shall be resolved through negotiations between the Parties.


 


8.2                               If the Parties fail to reach agreement, the dispute shall be submitted
for resolution to the Arbitration Court of Moscow.


 


9.                                      MISCELLANEOUS


 


9.1.                            All statements,
amendments and supplements to this Agreement shall be valid only if the same
are made in writing and signed by the authorized representatives of the
Parties.


 

















 


9.2.                            All supplements
and appendices to this Agreement shall constitute an integral part thereof.


 


9.3.                            As from the
date of this Agreement all prior agreements and correspondence on the matters
dealt with in this Agreement shall no longer have effect.


 


9.4.                            The unilateral refusal to perform the obligations or unilateral
modification of the terms of this Agreement shall not be permitted, except as
set forth herein.


 


9.5.                            All terms of this Agreement shall be confidential.


 


Each of the Parties shall
make every effort necessary to ensure that no third party reviews this
Agreement without consent of the other Party.


 


If demanded by the
competent governmental agencies (law enforcement, tax, etc.) a Party may allow
them to review this Agreement without first obtaining the consent of, but
always giving a notice to the other Party.


 


If the requirements set
forth in this section are not complied with by either Party, the other Party
shall be held liable for damages incurred by the first Party.


 


9.6.                            The headings of the clauses in this Agreement shall be used for
convenience of reference only and shall not be construed as either limiting or
broadening the meaning of the provisions of this Agreement.


 


9.7.                            The Parties shall immediately give to each other a written notice in case
of any change in their corporate form, addresses, bank or other essential
details.


 


9.8.                            The Parties
shall deliver all notices and requests on the operational issues to each other
to the agreed addresses, fax and telephone numbers by courier services with a
copy by fax. Any such notice/request shall be deemed delivered:


 


- in case of delivery by courier — on the day of
delivery, if occurring between 10 a.m. and 6 p.m. Moscow time;


 


- in case of delivery by fax - on the day of
transmission, if occurring between 10 a.m. and 6 p.m. Moscow time.


 


10.                               TERM OF THE
AGREEMENT


 


10.1.                     This
Agreement shall come into effect upon signing and shall be valid through 6 a.m.,
Moscow time, on January 1, 2010 (inclusive of all television programs
during the New Year night).


 


10.2.                     This
Agreement can be terminated at any time before expiry in following cases:


 


10.2.1                  upon a notice by either Party at least 90 (Ninety) days prior to the date
of termination.  Such termination notice
shall be given by a registered mail with acknowledgement of receipt. The
terminating Party shall then be required to pay to the other Party within seven
days from the Agreement termination date a termination fee equal to:


 


- if by the date of termination this Agreement has
been effect for less than 12 months — an average monthly amount due under this
Agreement (commission plus fee for the Agency’s services) calculated for the
duration of this Agreement, multiplied by 12 (twelve);


 


- if by the date of termination this Agreement has
been effect for 12 months or longer — an average monthly amount due under this
Agreement (commission plus fee for the Agency’s services) calculated for the
twelve calendar months immediately preceding the month, in which early
termination takes place, multiplied by 12 (twelve).


 


The Parties agree that if the Agency falls short of
the performance target (sale of the national Advertising) by more than 30%
while the TV Company meets its gross rating points target, the 


 

















 


TV Company may terminate this  Agreement unilaterally without the payment of
a termination fee by giving a prior notice to the Agency. The Agency’s rights
to sell the TV Company’s advertising in the TV Channel broadcasts shall cease
to be exclusive as of the date such termination notice is given.


 


The Parties agree that if the TV Company falls short
of its gross rating points target by more than 30% the Agency may terminate
this Agreement unilaterally without the payment of a termination fee. The
Agency’s rights to sell the TV Company’s advertising in the TV Channel
broadcasts shall cease to be exclusive as of the date such termination notice
is given.


 


The performance targets for the National Advertising
sales and gross rating points shall be as set forth in Appendix 3 to this
Agreement.


 


The said performance targets shall be subject to
adjustment by the Parties for each following calendar year to accommodate the
changes in the TV Channel advertising potential and television advertising
market.


 


The new performance targets shall be agreed upon for
each following calendar year no later November 30 of the preceding year.
In negotiations the Parties shall make reference to the DTV Advertising Budget
Forecast Through the Year 2010 attached in Appendix 4.


 


10.3.                     If as of the Agreement termination date the placement of the advertising
under any of the agreements entered into by the Agency pursuant to this
Agreement has not been complete and/or the service commenced has not been
performed, the obligations of the Parties shall terminate from the date such
advertising was placed or service was performed as well as after completion of
settlements and payment of all penalties due under the terms of this Agreement.


 


10.4.                     Reorganization,
change of corporate form,
shareholders and/or members of the management (sole and/or collective) of the
Parties shall not entitle to termination and/or modification of the conditions
set forth in this Agreement.


 


11.                               CLOSING PROVISIONS


 


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


 

















 


12.                               REGISTERED
/ BUSINESS  ADDRESSES AND BANK DETAILS


 


AND SIGNATURES OF PARTIES:


 




	
  Agency:

  	
   

  	
  TV Company:

  
	
   

  	
   

  	
   

  
	
  Joint Stock Company Crossmedia

   

   

  Registered address: 25 Akademika 

  Pavlova street, Moscow, 121359

  Mailing Address: 25 Akademika Pavlova
  street, Moscow, 121359

  [**],

  [**]

  [**]

  Current Acc. [**]

  SBERBANK RF, Moscow, 

  Corresp. Acc. [**],

  [**]

   

  Beneficiary: “Crossmedia”

  (25 Akademika Pavlova street, Moscow,
  121359)

  [**]

  Beneficiary acc.: [**]

  Beneficiary bank: SBERBANK, OPERATION 

  DEPARTMENT Moscow

  (Vavilova Str. 19, Moscow 117997, Russia)

  SWIFT code: [**]

  Intermediary bank: The Bank of New 

  York (New York, USA)

  Acc.: [**]

  SWIFT: [**]

   

  	
   

  	
  Closed Joint-Stock Company “TV Darial”

  16 Dokukina Str., building 1, 129226,
  Moscow,

  Russian Federation

  Legal Address: 4 Akademika Koroleva St.,
  building 4 129515, Moscow, Russian Federation

   

  [**]

  [**]

  [**]

  Current Acc.: [**] in

  Raiffeisen Bank Austria, Moscow

  Corresp. Acc.: [**]

  [**]

  






 




	
  [SEAL]

  	
   

  	
  [SEAL]