PURCHASE & SALES CONTRACT #02-02/00-KP

Moscow                                                        February 04, 2000

         ZAO  [Izdatelskii dom Priboy]in the person of General Director Kuzin V.
N. acting on the basis of the Charter,  hereinafter named as[the Vendor], on one
part, and ZAO [OXIRIS] in the person of General  Director Dolgov V. A. acting on
the basis of the  Charter,  hereinafter  named as[the  Purchaser],  on the other
part, have concluded the present contract on the following:

1. SUBJECT OF THE CONTRACT

         1.1. The Vendor undertakes to transfer into the proprietary  right, and
the Purchaser undertakes to pay under conditions of the present contract for the
goods  (articles of book - printing)  foreseen by the wholesale  price - list of
the Vendor.

         1.2.  The  goods  transfer  shall  be  carried  out on the  basis  of a
Purchaser's  demand in written form (sent by fax).  Amount and assortment of the
goods are fixed in waybills accompanying each lot of the goods.

2. PRICE OF THE GOODS.
         2.1.  The  value  of the  goods  unit  is  indicated  in  Appendix  #1,
comprising an inherent part of the present contract. The price change is allowed
during the period of validity of the  contract.  The party  making a decision on
changing  shall notify the other party thereon in written form not later than 14
(fourteen)  days prior to the actual price change.  The price change is fixed in
the Supplement and agreed by the parties.

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         2.2.   The  price of the  goods  includes  the  value of the  goods and
                packing.

3. RESPONSIBILITIES AND RIGHTS OF THE PARTIES
         3.1.   Responsibilities and rights of the Vendor:

         3.1.1. The Vendor undertakes to provide the Purchaser with the goods of
proper quality, corresponding to certificates, other technical documentation and
sanitary  standards  and  regulations,  in case it is  available in the Vendor's
warehouses,  with respect to the Purchaser's order presented,  not later than 72
hours after the moment of order reception.

         3.1.2.  The  Vendor   undertakes  to  provide  data  on  novelties  and
remainders in the warehouses through e - mail every month.

         3.1.3. The Vendor  undertakes to perform exchange of inferior goods and
also the goods not corresponding to the Purchaser's request within 5 (five) days
since the moment of reception of evidence on such goods from the Purchaser.

         As  inferior  goods,  one should  consider  the goods  with  obvious or
concealed defects and also the goods returned by the third persons in connection
with presence of defects therein,  which appeared through the Vendor's fault and
were not stipulated for by him while delivering.

         3.1.4. In case of lacking of the goods in the Vendor's warehouses,  the
Vendor  undertakes  to inform  the  Purchaser  within  24 hours on the  probable
delivery date.

         3.1.5. The Vendor undertakes to compile documentation  accompanying the
goods.

         3.1.6. The Vendor undertakes to provide quality guarantee for the goods
within the limits of manufacturer's guaranties.

         3.2.   Responsibilities and rights of the Purchaser:

         3.2.1.  The  Purchaser  shall  accept the goods  from the Vendor  under
conditions  of self -  transporting  from the  Vendor's  warehouse.  3.2.2.  The
Purchaser  shall  perform  checking  while  receiving  the goods with respect to
quantity, quality and assortment, put in order and sign corresponding documents,
inform The Vendor on the goods  defects  found in the course of reception of the
goods.  The  Purchaser  has the right to refuse to accept the goods,  in case it
does not correspond to request's assortment, quality or quantity.

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4. SETTLEMENT PROCEDURE

         4.1. The  Purchaser  pays full amount due for the ordered goods through
remittance of cash into the settlement  account of the Vendor with payment delay
of not later than 30 days since the day of delivery.

         4.2. The Vendor  guarantees issue of books in accordance with prices of
small  wholesale,  which are foreseen by the Vendor's price - list, if the order
sum will exceed 1500  rubles,  in case the order sum exceeds  5000  rubles,  the
discount of 5 % of the order sum is envisaged.

5. RESPONSIBILITIES OF THE PARTIES

         5.1.  In case of  non-execution  of any of  provisions  of the  present
contract by one of the parties,  the vexed questions are settled on the basis of
mutual agreements.  In case of failure to reach an agreement, the matter will be
transferred to be settled by the Court of arbitration of the city of Moscow.

         5.2. In case of delay of payment for the goods delivered, the Purchaser
is imposed  with a fine in an amount of 0.1 % of the value of delivery  for each
day of delay.

6. CONTRACT VALIDITY AND TERMINATION

         6.1.   The contract  comes into force since the moment of signing it by
parties' authorized  persons.

         6.2. The term of validity of the present  contract is  determined to be
equal to one  calendar  year.  The  validity of the  contract  is  automatically
prolonged for each next period after expiration of the term of validity, if none
of the parties notified the other party in written form on cessation of the term
of validity or revision thereof a month before ending of the term of validity.

         6.3. The present  contract may be canceled in accordance to will of any
of the parties on condition of  notification  of the other party in written form
not later than one month before the moment of the contract cancellation.

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7. FORCE MAJEURE

         7.1. In case of  approach  of  circumstances  of force  majeure  caused
directly or indirectly by appearance of, for example,  flood, fire,  earthquake,
epidemic,  military conflicts,  military coup d'Etat,  acts of terrorism,  civil
disturbances,  strike, regulations,  orders or other administrative interference
from the part of  government,  or some  other  instructions,  administrative  or
governmental  restrictions  producing  effect on the execution of commitments in
accordance with the present contract or other commitments  beyond the reasonable
parties' control, the terms of execution of these commitments are proportionally
shifted  for  the  period  of  validity  of  these   circumstances,   when  they
considerably  influence the timely  execution of the whole contract or of one or
another  its  part,  which is  subject  to be  executed  after  approach  of the
circumstances of force majeure. Both parties shall immediately notify each other
in written form on the  beginning and ending of  circumstances  of force majeure
preventing the  commitments in accordance  with the present  contract from being
executed.  The party  referring  to the  circumstances  of force  majeure  shall
present a document of relevant state authority to confirm them.

8. OTHER PROVISIONS.
         8.1.  The  contract  may be changed  through an agreement of parties in
written form, the agreement  being signed by  authoritative  representatives  of
parties.

         8.2. The parties agree to keep strict confidence in respect of terms of
the present contract and any information  related to conducting  business by the
other  party in  connection  with this  contract,  and will not make any  public
declarations  in connection  with these terms except for the case of receiving a
preliminary consent of the other party in written form.

         8.3. The present contract,  including  Supplements,  takes the place of
any other preliminary agreements,  regulations,  written and verbal arrangements
related to the subject of the present contract.

         8.4.  organizing the technical  interaction in respect of data exchange
between  information  systems of the Vendor and the Purchaser.  8.5.  Within two
weeks From the date of signing  the  present  contract,  the  working  groups of
parties under the guidance of executive officials  coordinate all details of the
technical  interaction  in respect  of data  exchange  on the goods and  prepare
Appendix #2 on the exchange and  information  update  procedure,  the Supplement
being  confirmed  by  authoritative  representatives  of both  parties and being
inherent part of the present contract.

         8.6. All  other  matters   unsettled  by  the  present  contract  are
regulated by the legislation in force.
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3. PARTIES' ADDRESSES AND BANK DETAILS:
<TABLE>
<CAPTION>

THE VENDOR                                               THE PURCHASER
<S>                                                      <C>
Full     name    of    the  Private company              Full    name    of   the  Private company
organization:              [Priboy].                     organization:             [OXIRIS].
Legal address:              129337,          Moscow,     Postal address:           117246,  Moscow, Nauchny
                            Yaroslavskoye  chaussee,                               passage, 12, office 28.
                            5.

Telephone:                  188 17 70                    Telephone:                (095) 334 42 77,  128 95
                                                                                   18

Fax:                        188 74 56                    Fax:                      (095) 937 50 60
Bank name:                  Donskoye  branch,  7813,     Bank name:                AKB[Evrozapsibbank].
                            MB,  AK,   SB,   Russian
                               Federation, MOSCOW.

Settlement account:         40702810638110101446         Settlement account:       40702810700030000049
BIK:                        044525342                    BIK:                      044585726
Correspondent account:      30101810600000000342         Correspondent account:    3010181000000000726
INN:                        7716105575                   INN:                      7706200205
OKPO:                       40318143                     OKPO:                     51260913
OKONKh:                     87100                        OKONKh:                   71100, 71200, 71500

                                                         General director of ZAO[OXIRIS]
(Signature)                                              (Signature)
The Vendor                                               Dolgov V. A.
(Seal)                                                   (Seal
</TABLE>

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           Appendix #1 to the Contract #02-02/00 of February 04, 2000.

Price - list for the goods provided.

No.   Name                                             Price
1

The Vendor                                          The Purchaser
(Signature)                                         (Signature)
(Seal)                                              (Seal)

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           Appendix #2 to the Contract #02-02/00 of February 04, 2000

Specification of formats for the information provided.

1. Format         of the data      provided (data   base     type):
2. Format         of the information        update  transferred:
3. Method         of transferring  the information  update:
4. Terms          of transferring  the information  update:
5. General information concerning the goods:
      5.1.         Name of the publication in Russian.
*     5.2      [ ] Name of the publication in English.
      5.2.         Author's  (authors')  surname,  name and  patronymic  name in
                   Russian.
      5.3.     [ ] Author's  (authors')  surname,  name and  patronymic  name in
                   English.
*     5.4.     [ ] Language of the original.
      5.4.     [ ] Author of translation.
      5.5.     [ ] Year of publication.
      5.6.     [ ] Publishing house, city.
      5.7.     [ ] BBK (not available for the time being.
      5.8.     [ ] ISBN.
      5.9.     [ ] Number of pages.
      5.10     [ ] Book - cover type.
      5.11     [ ] Overall dimensions.
      5.12.    [ ] Weight.
      5.13.    [ ] Genre.
      5.14.    [ ] Annotation.
      5.15.    [ ] Reviews (surveys).
      5.16.    [ ] Extracts.
      5.17.    [ ] Rating ([ ] - weight coefficient, [ ] - sales amount) (no).
      5.18.    [ ] Imprint  on the book - cover,      way      of obtaining:
      5.19.    [ ] Issue date (for announcements).
      5.20.    [ ] Demo - copy (for announcements).
6. Commercial information on the goods:
      6.1.     [ ] Price of the goods.
      6.2.     [ ] Availability of the goods in the warehouse.
      6.3.     [ ] Accessibility of the goods.
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         * The given positions are filled in by the Purchaser.

The Vendor                                          The Purchaser
(Signature)                                         (Signature)
(Seal)                                              (Seal)