Contract # 64

Moscow                                                           April 17, 2000

         Joint Venture [Varus Video] (AOZT),  hereinafter named as [Vendor],  in
the person of chairman of the Board of directors Kononenko G. Ya., acting on the
basis of the Company's Charter and Order No. 16 issued on 27.04.93, on one part,
and  ZAO[Oxiris],  hereinafter  named  as[Purchaser],  in the  person of general
director  Dolgov V. A.,  acting on the basis of the  Company's  Charter,  on the
other part, have concluded the present contract concerning the following:

1. SUBJECT OF THE CONTRACT.
         1.1. Vendor undertakes to deliver,  and Purchaser undertakes to pay for
under  conditions in accordance  with the present  contract the goods  (magnetic
video  phonograms in cassettes of the VHS format of the  television  standard of
PAL with record of feature  films and  programs)  foreseen  by Vendor's  price -
list.

         1.2. Goods delivery will be performed on the basis of verbal or through
fax sent request of Purchaser.  Quantity, range, price of the goods are fixed in
way - bills accompanying each lot of the goods.

         1.3. The parties recognize that the territory for further  distribution
of goods is the territory of the Russian Federation and states of CIS.

2. COST OF GOODS AND PAYMENT PROCEDURE

         2.1. Cost of each lot of the goods delivered by Vendor for sales within
the frames of the present contract is indicated in way - bills.

         2.2.  Payment for the goods to be delivered is  implemented  in Russian
roubles,  in the form of cash payment or clearing,  after the parties has agreed
on assortment and volume of the lot of goods.

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3. TERMS AND DELIVERY PROCEDURE

         3.1.  Goods are delivered to Purchaser  from Vendor's  warehouse,  only
after money has been remitted to a Vendor's cash or settlement account.

         3.2. The fact of acceptance  of goods is confirmed by parties'  signing
the way - bill.

         3.3.  Purchaser has the right to refuse to accept the goods, in case it
does not correspond to request's assortment.

4. QUALITY OF GOODS

         4.1. Goods supplied should correspond to standards of the manufacturing
factory in respect of quality and completeness.

5. PACKAGE AND PACKING PROCEDURE

         5.1.  Goods  should be  packed  into  package  (packing)  ensuring  its
identity and complete  safety from damage and losses of any type during shipment
and storage.

6. COMMITMENTS OF PARTIES
         6.1. Vendor shall:
         6.1.1.  Transfer to  Purchaser  the goods in amount,  assortment,  at a
price and within  periods of time,  as  determined  by provisions of the present
contract.

         6.1.2.   Perform   exchange  of  inferior  goods  and  also  goods  not
corresponding  to  provisions  of the present  contract or  Purchaser's  request
within ten days since the moment of reception of  information on such goods from
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 Vendor's fault and were
not stipulated for by him while delivering.

         6.2. Purchaser shall:

         6.2.1.  Accept the goods in the presence of Vendor's  representative at
the address indicated in item 3.1. of the present contract.

         6.2.2.  Pay for the sold goods in  accordance  with  provisions  of the
present contract.

         6.2.3. Return the goods with observation of the following procedure:
         - goods  return in  connection  with the  defects  present  therein  is
implemented  with the help of a  separate  way - bill  with  indication  [defect
present].  In this case the cassette  should be stopped at the place,  where the
defect was found, and the defect  description should be inserted to the cassette
case.

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7. RESPONSIBILITY OF PARTIES
         7.1. Vendor's responsibility:

         7.1.1.  In case  the  inferior  goods  or goods  not  corresponding  to
provisions of the present contract or Purchaser's request are delivered,  Vendor
shall  for  gratis  exchange  the  goods  for  goods  of high  quality  or goods
corresponding  to  provisions  of the present  contract or  Purchaser's  request
within  the  period  of  time  as  established  by  the  present  contract,   or
proportionally  decrease purchase price of the goods,  after parties'  agreement
has been reached in written form.

         All expenses  incurred by Purchaser in connection  with either exchange
or return of the inferior goods to Vendor or  elimination of revealed  drawbacks
by Purchaser are imposed upon Vendor.

         7.2. Purchaser's responsibility:

         7.2.1.  In case Purchaser  refuses to accept the goods delivered to him
within the terms  agreed by parties,  he shall  indemnify to Vendor all expenses
incurred  in this  case,  however,  not more  than 10 % of the  value of the not
accepted lot of goods.

8. SETTLEMENT OF ARGUMENTS AND DISAGREEMENTS

         8.1.  All  arguments  and  disagreements   arisen  in  connection  with
execution  of the present  contract by parties  will be settled in the course of
negotiations  between Vendor and  Purchaser.  If the agreement is not reached in
the  course  of  negotiations,  disagreements  will be  settled  in the Court of
arbitration in accordance with the procedure established.

9. ADDITIONAL PROVISIONS

         9.1.  Vendor has the right to produce  and  distribute  videocassettes,
which are the goods in the  meaning of the  present  contract.  If any claims in
respect of the goods appear from the part of third persons, Vendor undertakes to
eliminate  them and bears full  responsibility,  in case  material  losses  have
appeared.

         All changes and  supplements  to the present  contract are legalized in
         written form and signed by both parties.  9.2. The present  contract is
         made in duplicate,  both copies  having the same legal force,  one copy
         for each of the  parties.  9.3. The present  contract  comes into force
         since the day of signing it and is valid till December 31, 2000.

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10. PARTIES' LEGAL ADDRESSES AND BANK DETAILS

<S>                                                        <C>
Full     name    of    the  SP    [Varus     Video]        Full    name    of   the  Private          company
organization:               (AOZT).                        organization:            [OXIRIS].
Legal address:              109456,    Moscow,   1st       Legal address:            117802,  Moscow, Nauchny
                            Veshnyakovskii     lane,                                 passage, 12.
                            building 1.
Telephone:                                                 Telephone:                (095) 334 44 11
Fax:                                                       Fax:                      (095) 937 50 60
Bank name:                  Volgogradskoye  OSB  No.       Bank name:                AKB[Evrozapsibbank].
                            7976  /  0847  in  MB AK
                             SB, Russian Federation.

Settlement account:         40702810238240101473           Settlement account:       40702810700030000049
BIK:                        044525342                      BIK:                      044585726
Correspondent account:      30101810600000000342           Correspondent account:    3010181000000000726
INN:                        7721003561                     INN:                      7706200205
OKONKh:                                                    OKONKh:                   71100, 71200
OKPO:                                                      OKPO:                     51260913
(Signature)                                                (Signature)
(Seal)                                                     (Seal)
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