PURCHASE AND SALE AGREEMENT #2/04-00 P

Moscow City                                                  April 13, 2000


[Quadro  Trade] Company  Limited in the person of Managing  Director Ms. Ivanova
I.N.  acting  under the  Articles  of  Association,  hereinafter  referred to as
the[Seller] and [Oxiris] Closed Joint Stock Company,  hereinafter referred to as
the[Buyer],  in the person of Mr.  Dolgov  V.A.,  acting  under the  Articles of
Association, have concluded this Agreement for the following:

                             1. Subject of Agreement

1.1    The  Seller  shall  be  responsible  for  transfer  of the  Goods  (audio
       cassettes  and  compact  discs) and the Buyer  shall be  responsible  for
       payment for the Goods in accordance with the Seller's price list.

1.2    The Goods  transfer  shall be effected by reason of oral or written order
       of the Buyer. The Goods quantity and range shall be specified in waybills
       accompanying each lot.

                                 2. Goods Price

2.1 The price for Goods shall be established in Russian Rubles and determined by
the Seller's  price list. 2.2 The price for Goods shall be fixed in invoices and
waybills  accompanying each lot. 2.3 The price for Goods shall include the value
of goods and packing.

                    3. Responsibilities and Rights of Parties

3.1    The Seller responsibilities and rights include the following:
       3.1.1    The Seller shall be responsible  for delivery of Goods with duly
                quality complying with certificates,  other technical  documents
                and sanitary standards and rules, to the Buyer in event of their
                availability  in stock at the  Sellers'  warehouses  against the
                order placed by the Buyer no later than 24 hours from the moment
                of order receipt.

       3.1.2    The Seller shall be  responsible  for  replacement  of defective
                Goods  within 5  (five)  days  from the  moment  of  receipt  of
                information  about such Goods from the Buyer. The Goods shall be
                deemed defective if they have obvious or hidden defects and also
                the Goods returned by any third party in connection with defects
                occurred due to the fault of the Buyer,  that were not specified
                at the time of transfer,  and the Goods with the  contents  that
                does not meet the requirements of active legislation.

       3.1.3    In event of absence  of Goods at the  Sellers'  warehouses,  the
                latter  shall  inform the Buyer  during 24 hours about  possible
                delivery date.

       3.1.4    The  Seller  shall  be   responsible   for  making  of  shipping
                documents.

       3.1.5    The  Seller  shall  be  responsible  for  provision  of  quality
                guarantees  for the Goods  within  the  limits  of  manufacturer
                guarantees.

       3.1.6    The  Seller  shall  be  responsible   for  daily   provision  of
                information  on  availability  of the Goods at its  warehouse in
                accordance with the price list to the Buyer in electronic form.

<PAGE>

3.2    The Buyer responsibilities and rights include the following:

       3.2.1 The Buyer shall  accept the Goods from the Seller on  condition  of
       self-pickup from the Seller's warehouse in Moscow.

       3.2.2  The  Buyer  shall  be  responsible  for  inspection  during  Goods
       acceptance  procedure  against quantity and range; for making and signing
       of appropriate  documents and informing the Seller about any deficiencies
       revealed during acceptance  procedure.  The Buyer shall have the right to
       deny  acceptance  of Goods in an  event of their  noncompliance  with the
       range specified in order or quantity.

                     4. Goods Value and Settlement Procedure

4.1    The Goods lot value shall be established in Russian Rubles and defined as
       the quantity of corresponding name items multiplied by their price as set
       forth in Section 2.1.

4.2    The  payment  date  shall be deemed  the date of  receipt of funds at the
       Seller's settlement account.

4.3    The Buyer shall pay for the Goods by  remittance of funds to the Seller's
       settlement  account according to order and invoice with the payment delay
       of 3 (three) days from the Goods receipt date.

4.4    By approval of the parties cash payment shall be acceptable in compliance
       with the Russian Federation legislation.

                             5. Liability of Parties

5.1    In event of  nonfulfilment by any of the parties under this Agreement any
       provision  hereof,  disputable  issues  shall be  settled on the basis of
       mutual  agreements.  In event of  inability to reach  agreement  the case
       shall be  transferred  for  settlement to the  International  Arbitration
       Court at the Commerce and Industry Chamber, the City of Moscow.

                 6. Agreement Term and Its Termination Procedure

6.1    This  Agreement  shall be  effective  from the  moment of its  signing by
       authorized persons of the parties.

6.2    The term of this Agreement  shall be equal to one calendar year. The term
       shall be automatically  renewed for each successive  period unless either
       of the  parties  elects not to renew by giving not less than one  months'
       prior written  notice to the other about  termination of the Agreement or
       its reviewing.

6.3    This  Agreement may be terminated on the wish of either of the parties on
       condition of not less than one months' prior written notice.

                                7. Force Majeure

7.1    In an event of  circumstances  caused by direct or indirect force majeure
       events including, without limitation, flood, fire, earthquake, epidemics,
       military  conflicts,  overturns,  terrorist attacks,  civil disturbances,
       strikes,  regulations,  orders or other administrative  interference from
       the  government  or any other  decrees,  administrative  or  governmental
       restrictions   affecting  performance  of  responsibilities   under  this
       Agreement  or  other  circumstances  beyond  the  reasonable  control  of
       parties,  the terms of  performance  of these  responsibilities  shall be
       proportionately extended for the time of duration of these circumstances,
       if they significantly  affect the timely execution of the whole Agreement
       or any part thereof  which is subject to  execution  after onset of force
       majeure  circumstances.  Both parties shall immediately notify each other
       in  writing   about   commencement   and   cessation  of  force   majeure
       circumstances   hindering  fulfillment  of  responsibilities  under  this
       Agreement.  The party  referring  to force  majeure  circumstances  shall
       provide the confirming document of competent state authority.

<PAGE>

                               8. Other Conditions

8.1    The  Agreement  can be changed  and  amended by written  approval  of the
       parties signed by their authorized representatives.

8.2    The parties  agree to maintain  strict  confidentiality  with  respect to
       conditions of this Agreement and any information pertaining to conduction
       of business by the other party in connection with this Agreement and will
       not make any public declarations  regarding these conditions except prior
       written permission of the other party.

8.3    This Agreement including Addendums supersedes any preliminary agreements,
       regulations,  written  and oral  representations  relating to the subject
       matter hereof.

8.4    During two working days from the signature  date of this  Agreement,  the
       parties present their  responsible  persons (one from each party) for the
       purpose of technical  interaction for data exchange  between  information
       systems of the Seller and the Buyer.

8.5    Within two weeks from the signature date of this Agreement,  the parties'
       working groups under the management of responsible  persons shall approve
       all the details of  technical  interaction  for  exchange of  information
       about the Goods and prepare  the  Protocol on  information  exchange  and
       update procedures,  which shall be approved by authorized representatives
       of both parties and shall be an integral part of this Agreement.

                      9. Parties' Addresses and Information

<TABLE>
<CAPTION>

           SELLER                                                    BUYER

<S>                                                       <C>
Company full name:                                        Company full name:
[Quadro Trade]Company Limited                             [Oxiris]Closed Joint Stock Company
Legal address: 1/1 Nemansky Drive,                        Legal address:
Moscow ZIP Code 123181                                    12 Scientific Drive, Moscow ZIP Code 117802
Telephone: +7(095) 452-0051                               Telephone: +7(095) 334-4411
Fax: +7(095) 452-4398                                     Fax: +7(095) 937-5060
Bank name:                                                Bank name:
[Russian General Bank]Commercial Bank                     [EuroWestSibBank]Joint Stock Commercial Bank
Settlement account: 40702810000000004001                  Settlement account: 40702810700030000049
BIK: 044583942                                            BIK: 044585726
Correspondent account: 30101810000000000942               Correspondent account: 30101810000000000726
TIN: 7734175783                                           TIN: 7706200205
OKONKh 71100                                              OKONKh 71100, 71200
OKPO 48536750                                             OKPO 51260913
Managing Director                                         Managing Director
[Quadro Trade]Company Limited                             [Oxiris]Closed Joint Stock Company

(Signature) /s/Ivanova I.N.                               (Signature) /s/Dolgov V.A.
            ---------------                                           ----------------
(Seal)                                                    (Seal)

                 Protocol to the Agreement # __________ of 2000
</TABLE>

                    Provided Information Format Specification

1.       Provided data format (database type):__________________________________
2.       Transmitted information update format:_________________________________

3.       Updated information transmission method:_______________________________

4.       General goods information:
       4.1 [|X|] Work title in Russian
       4.2 [|X|] Work title in English

       4.3 [|X|]  Author(s)  full  name(s) in Russian 4.4 [|X|]  Author(s)  full
       name(s) in English 4.5 [ ] Original  language 4.6 [ ] Translation  author
       4.7 [ ] Release year 4.8 [ ] Copyright owner 4.9 [ ] Record duration 4.10
       [ ] Dimensions 4.11 [ ] Weight 4.12 [ ] Annotation

5.     Goods commercial information:
       5.1 [|X|] Goods price
       5.2 [|X|] Goods availability at warehouse
<PAGE>

SELLER                                              BUYER

[Quadro Trade] Company Limited

(Signature) /s/Ivanova I.N.                         (Signature) /s/Dolgov V.A.
            ---------------                                     ---------------
(Seal)                                              (Seal)