Exhibit 10.72.1


 


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


 


Agreement to


to the Agency Agreement No. VT-940/1207 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 monthly Television in Figures
(Television Viewership and Advertising Statistics)/Niche TV Channels
study.


 


The
deliverable for this study shall be a report in hard copy or on electronic
media to be submitted to the Principal by the twentieth day of the month
following the reporting month.


 


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 regional
broadcasts (advertising blocks).


 


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 Regional Adverting
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 the
agreed cities/regions of the Russian Federation:


 


· 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 Regional 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
Regional 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 Regional 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 Regional advertising 
from the commercials accepted for placement by the Agent directly.


 


1.12.
Deliver the recordings of the Regional advertising to the place of advertising
campaign (to respective Russian region).


 


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-940/1207 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
1027700294071), 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 would
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:


 


1.1 The Principal’s pricing policy.


 


The pricing policy is determined by the Parties in
the 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.


 


	
  Agent

  	
   

  	
  Principal

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  V.L.
  Vshyvkin

  	
   

  	
  A.E.
  Rodnyansky

  



 


4

















 


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.


 


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 that will be communicated
to the Agent. If the actual ratings differ from the projected ones for more
than 10% or the projected ratings differ from those provided by the Principal
earlier, except for St. Petersburg, the interested party has the right to claim
corresponding adjustments to the TV Channel projected advertising budget. The
interested party is entitled to this right if the mentioned above indices
differ by more than 5% for St. Petersburg.


 


The data for the rating calculation shall be sourced
from the Independent Market Research Company.


 


The frequency with which such data is made available
shall be determined by the Independent Market Research Company.


 


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


 


	
  Agent

  	
   

  	
  Principal

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  V.L.
  Vshyvkin

  	
   

  	
  A.E.
  Rodnyansky

  



 


5

















 


·        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.


 


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.


 


	
  Agent

  	
   

  	
  Principal

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  V.L.
  Vshyvkin

  	
   

  	
  A.E.
  Rodnyansky

  



 


6

















 


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.


 


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

  



 


 


7














 


APPENDIX 2


to the Agency Agreement No. VT-940/1207 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 No. VT-940/1207 dated 25 December 2007 the Closed
Joint-Stock Company Darial TV (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

  	
   

  



 


8

















 


APPENDIX 3


to the Agency Agreement No. VT-940/1207 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. According to the provisions of the Agency Agreement
the Parties have agreed on the Russian cities/regions, where the TV Channel
broadcasts with inserted advertising, contracted from the Clients by the Agent
pursuant to this Agency Agreement:


 


	
   

  	
   

  	
  Russian City/Region

  
	
  1.

  	
   

  	
  Bryansk

  
	
  2.

  	
   

  	
  Voronezh

  
	
  3.

  	
   

  	
  Izhevsk

  
	
  4.

  	
   

  	
  Ufa

  
	
  5.

  	
   

  	
  Khabarovsk

  
	
  6.

  	
   

  	
  St. Petersburg

  
	
  7.

  	
   

  	
  Petrozavodsk

  
	
  8.

  	
   

  	
  Arzamas

  
	
  9.

  	
   

  	
  Belgorod

  
	
  10.

  	
   

  	
  Vladimir

  
	
  11.

  	
   

  	
  Yoshkar-Ola

  
	
  12.

  	
   

  	
  Kostroma

  
	
  13.

  	
   

  	
  Lipetsk

  
	
  14.

  	
   

  	
  Magadan

  
	
  15.

  	
   

  	
  Murmansk

  
	
  16.

  	
   

  	
  Petropavlovsk

  
	
  17.

  	
   

  	
  Ulan-Ude

  
	
  18.

  	
   

  	
  Khanty-Mansiysk

  
	
  19.

  	
   

  	
  Yakutsk

  



 


	
  Agent

  	
   

  	
   

  	
   

  	
  Principal

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  V.L. Vshyvkin

  	
   

  	
   

  	
   

  	
  A.E Rodnyansky

  	
   

  



 


9

















 


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

  	
   

  



 


10

















 


AGREEMENT to APPENDIX 1 dated 25 December 2007


(hereinafter referred to as the ‘Appendix’


to the Agency Agreement No. VT-940/1207 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
1027700294071), 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
Agreement as follows:


 


1. According to section 1.1 of the Appendix the
Parties have agreed that subject to the exclusivity provision contained
therein, when the Agent sells the Principal’s advertising 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 Regional Advertising is sold in accordance with the
forecast provided below:


 


TV Channel Advertising Budget Forecast for 2008, in roubles,
including VAT


 


	
  City

  	
   

  	
  Total

  	
   

  	
  January

  	
   

  	
  February

  	
   

  	
  March

  	
   

  	
  April

  	
   

  	
  May

  	
   

  	
  June

  	
   

  	
  July

  	
   

  	
  August

  	
   

  	
  September

  	
   

  	
  October

  	
   

  	
  November

  	
   

  	
  December

  
	
  Bryansk

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  
	
  Voronezh

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  
	
  Izhevsk

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  
	
  Ufa

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  
	
  Khabarovsk

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  
	
  St. Petersburg

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  
	
  Arzamas

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  
	
  Belgorod

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  
	
  Vladimir

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  
	
  Yoshkar-Ola

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  
	
   

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
   

  
	
  Lipetsk

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  
	
  Magadan

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  
	
  Murmansk

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  
	
  Petropavlovsk

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  
	
  Ulan-Ude

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  
	
  Khanty-Mansiysk

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  
	
  Yakutsk

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  
	
  Total

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  



 


	
  Agent

  	
   

  	
   

  	
   

  	
  Principal

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  V.L. Vshyvkin

  	
   

  	
   

  	
   

  	
  A.E Rodnyansky

  	
   

  



 


11

















 


The
Parties acknowledge and agree that if the Principal reduces by more than 10%
(excluding St. Petersburg) the airtime available for Regional 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 Agreement,
the Forecast of the TV Channel Advertising Budget and its monthly distribution
shall be revised. For St. Petersburg the forecast of the TV Channel advertising
budget and its monthly distribution shall be revised if the above variation is
in excess of 5%.


 


2.               In
all other matters the Parties shall be governed by the provisions of the Agency
Agreement.


 


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


 


4.               This
Agreement 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

  	
   

  



 


12

















 


Supplementary Agreement


to the Agreement No.                 
dated 25 December 2007


(hereinafter referred to as the “Agreement”) to


APPENDIX 1 dated December 25, 2007


(hereinafter referred to as the Appendix)


to the Agency Agreement No. VT-940/1207 dated December 25,
2007


(hereinafter referred to as the “Agency 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
1027700294071), 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
Supplementary Agreement as follows:


 


1. The Parties have agreed
to amend the Agreement based on the adjusted forecast for April-December 2008
and to have the TV Channel Advertising Budget Forecast schedule  in section 1 of the Agreement to be revised
as follows:


 


TV
Channel Advertising Budget Forecast for 2008, rubles, including VAT


 


	
  City

  	
   

  	
  Total

  	
   

  	
  April

  	
   

  	
  May

  	
   

  	
  June

  	
   

  	
  July

  	
   

  	
  August

  	
   

  	
  September

  	
   

  	
  October

  	
   

  	
  November

  	
   

  	
  December

  
	
  Bryansk

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  
	
  Voronezh

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  
	
  Izhevsk

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  
	
  Ufa

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  
	
  Khabarovsk

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  
	
  St. Petersburg

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  
	
  Arzamas

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  
	
  Belgorod

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  
	
  Vladimir

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  
	
  Yoshkar-Ola

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  
	
  Kostroma

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  
	
  Lipetsk

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  
	
  Magadan

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  
	
  Murmansk

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  
	
  Petropavlovsk

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  
	
  Ulan-Ude

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  
	
  Khanty-Mansiysk

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  
	
  Yakutsk

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  
	
  Total

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  



 


	
  Agent

  	
   

  	
   

  	
   

  	
  Principal

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  V.L. Vshyvkin

  	
   

  	
   

  	
   

  	
  A.E Rodnyansky

  	
   

  



 


13

















 


2.             In all other matters the Parties shall be
governed by the provisions of the Agreement.


 


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


 


4.             This Supplementary Agreement 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

  	
   

  



 


14