Exhibit 10.74.2


 


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


 


Agreement on
termination of the Agreement No. C-48-0075/08 of 15 January 2008.


 


	
  Moscow

  	
   

  	
  01 July 2008

  



 


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


 


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


 


1.  The Parties acting on the
basis of  clause 11.2 of the Agreement
No.C-48-0075/08 of  15 January 2008  (hereinafter – the “Agreement”) agreed to terminate
the Agreement from 01 July 2008.


 


2.  In connection with
termination of the Agreement the Contractor undertakes to return to the
Customer the advance payment made by the Customer in accordance with para..3.1.
of the Agreement in the amount of 11 045 338,22 (Eleven million forty
five thousand three hundred thirty eight 
22/100) Rubles including VAT (18%) – 1 684 882,10 Rubles.


 


3. The payment hereunder is to be effected within 30 (thirty) calendar
days from the moment of its signing.  The
payment shall be effected either by separate tranches or by a single payment. The
date of writing off  of  the amounts from the Contractor’s settlement
account is considered as the date of payment.


 


4. The Parties have no claims towards each other in respect of  execution of the Agreement as of the date
hereof and admit that all the issues relating to execution of the Agreement and
its termination are settled to the fullest extent.


 


5.  All disputes and differences
which may arise out of or in connection with this Agreement shall be settled by
the Parties by way of negotiations. Should the Parties fail to settle these
disputes or differences by way of negotiations, a case is to be submitted for
settlement to the Arbitration court of the city of Moscow in accordance with
the procedure provided for by the current legislation of the Russian
Federation.


 


6. This Agreement is made up and signed in 2 (two) originals in the
Russian language, one original for either for the Parties.


 


Signatures of the Parties:


 


	
  Lessor

  	
   

  	
  Lessee

  
	
  Limited liability company “Industrial and Financial company”

  	
   

  	
  Closed joint-stock company “Set
  televissionnykh stantsiy”

  
	
   

  	
   

  	
   

  
	
  Address: 121609, Moscow, Rublevskoe 

  	
   

  	
  Address: 123298, Moscow, 3 Khoroshevskaya 

  



 

















 


	
  shosse, h.28

  	
   

  	
  street, 2

  
	
   [**]

  	
   

  	
  TIN [**], KPP [**]

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

  	
   

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

  
	
  Kievskoe OSB No. 5278 “Sberbank Rossii
  

  	
   

  	
  In OAO “Alfa-Bank” Moscow

  
	
  OAO”  

  	
   

  	
  Correspondent Account No.  [**]

  
	
  Correspondent Account No. [**]

  	
   

  	
  Moscow GTY Bank Rossii

  
	
  [**]

  	
   

  	
  [**]

  
	
   

  	
   

  	
   

  
	
                               / Iskenderov S.N./

  	
   

  	
  [**]

  
	
   

  	
   

  	
  [**]

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
                                                / Shklyar Y.B./