PURCHASE AND SALE AGREEMENT #2/4-00

Moscow City                                                       April 14, 2000


[Home Collection] Company Limited in the person of Managing Director Mr. Nikolai
N. Cherviakov 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  (video
       products) and the Buyer undertakes the obligation to pay 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  (transmitted  by fax  message  or other  means).  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 indicated
       in waybills and invoices accompanying each lot.

                    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 to the Buyer in event of their  availability in stock at
                the Sellers' warehouses against the order placed by the Buyer no
                later that 24 hours from the moment of order receipt.

       3.1.2    The Seller shall be  responsible  for  replacement  of defective
                Goods and also the Goods  that do not  comply  with the  Buyer's
                order  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 ensuring quality  guarantees
                for  the  Goods  within  the  limits  provided  by  manufacturer
                guarantees.

       3.1.6    The Seller guarantees the Goods transferred under this Agreement
                to be in lawful turnover and that they do not infringe any third
                party intellectual property rights.

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.
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                             4. Settlement Procedure

4.1    The Buyer shall pay for the Goods by  remittance of funds to the Seller's
       settlement  account or cash  department on the basis of invoices drawn on
       the Buyer's order.

4.2    The Buyer shall have the right to make  advance  payment to the  Seller's
       settlement account proceeding from the assumed Goods purchase volume.

                             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    Within two weeks from the signature date of this  Agreement,  the parties
       approve and make out as an Addendum to this Agreement

       the details of technical  interaction  for exchange of information  about
       the Goods (warehouses stock and the Seller's updated price lists).

                      9. Parties' Addresses and Information

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<CAPTION>

            SELLER                                                    BUYER
         -----------                                                ---------

<S>                                                       <C>
Company full name:                                        Company full name:
[Home Collection]Company Limited                          [Oxiris]Closed Joint Stock Company
Legal address:                                            Legal address:
4 Moscow 800th Anniversary St.,
Suite 2, management office                                12 Scientific Drive, Moscow ZIP Code 117802
                                                          Telephone: +7(095) 334-4411
Moscow ZIP Code 127427                                    Fax: +7(095) 937-5060
Telephone: +7(095) 366-7892 366-6922                      Bank name:
Fax:                                                      [EuroWestSibBank]Joint Stock Commercial Bank
Bank name:                                                Settlement account: 40702810700030000049
[Capital Express]Joint
Stock Commercial Bank                                     BIK: 044585726
Settlement account:
40702810500000000243                                      Correspondent account: 30101810000000000726
BIK: 044579682                                            TIN: 7706200205
Correspondent account:
30101810800000000682                                      OKONKh 71100, 71200
TIN: 7713157712                                           OKPO 51260913
OKONKh 71100, 71200
OKPO 47631966

(Signature)                                               (Signature)
(Seal)                                                    (Seal)
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