SALES & PURCHASE AGREEMENT ? 170400/1

Moscow                                                           April 17, 2000

Limited  liability company OOO  "Jurist-Gardarika",  represented by its Director
General J.V.Savinova,  acting on the basis of the company's Charter, hereinafter
named  "The  Seller",   and  closed-end   joint-stock   company  ZAO  "OKSIRIS",
hereinafter named "The Buyer", represented by V.A.Dolgov, acting on the basis of
the Charter, entered in the present agreement on the following:

                                   1. SUBJECT

1.1. The Seller undertakes to give over, and the Buyer undertakes to pay for, on
     the basis of the present Agreement, the Goods (printed books), provided for
     in the Seller's price-list.

1.2. The Goods should be given over on the basis of the oral or written order of
     the  Buyer.  Quantity  and  assortment  should  be shown  in the  waybills,
     provided for each shipment.

                               2. PRICE OF GOODS

2.1.     Price of the Goods should be  established  in rubles and is  determined
         according to the Sellers price-list.
2.2.     Price  of the  Goods  should  be shown in the  invoices  and  waybills,
         supplied with each shipment.
2.3.     Price of the Goods includes cost of the Goods and cost of the packing.

                    3. RIGHTS AND OBLIGATIONS OF THE PARTIES
3.1.     Rights and obligations of the Seller:

3.1.1.   The  Seller  undertakes  to  deliver  to the Buyer  Goods of the proper
         quality,   conforming  to  the   certificates,   to  another  technical
         documentation,  and to the sanitary norms and rules, if those goods are
         in stock at the Sellers warehouse,  against a drawn order of the Buyer,
         not later than in 24 hours upon receiving the order.

<PAGE>

3.1.2.   The Seller undertakes to replace the poor quality Goods within 5 (five)
         days from the time of  receiving  the notice  about such Goods from the
         Buyer. The Goods should be considered as being of poor quality, if they
         have obvious or hidden defects,  as well as the Goods,  returned by the
         third parties, on the grounds of having in them defects, arising due to
         the Sellers fault, and not mentioned by the latter at the delivery,  as
         well as the  Goods,  the  written  content  of which  doesn't  meet the
         requirements of the present law.

3.1.3.   In the case, when Goods are not in stock at the Seller's warehouse, the
         Seller  undertakes  to notify the Buyer within 24 hours about  possible
         date of delivery.

3.1.4.   The Seller  undertakes to prepare the transport  documentation  for the
         shipments.

3.1.5.   The Seller  undertakes  to provide  the  quality  guarantee  within the
         guarantees of the manufacturer.

3.1.6.   The Seller undertakes,  on a daily basis, to provide the Buyer with the
         information  about  his  stock,  according  to  the  price-list.   Such
         information  should be delivered in electronic  form.  3.2.  Rights and
         obligations of the Buyer:  3.2.1.  The Buyer undertakes to accept Goods
         on the condition  ex-warehouse of the Seller in Moscow. 3.2.2 The Buyer
         undertakes to check quality and assortment of the Goods at delivery, to
         prepare and sign the  appropriate  papers,  to notify the Seller  about
         defects of the Goods, revealed at delivery.  The Seller shall enjoy the
         right to refuse  accepting  Goods, in case they don't conform the order
         in assortment or quantity.
<PAGE>

                     4. COST OF GOODS AND PAYMENT CONDITIONS

4.1. Cost of the batch of Goods is  established in rubles and is calculated as a
number of units of the goods of the given  title,  multiplied  by their  cost in
accordance  with 2.1. 4.2.  Date of payment  shall be  considered  the date when
funds are  accepted on the Sellers  account.  4.3.  The Buyer should pay for the
Goods by bank  transfer  to the  Seller's  account  according  to the  order and
invoice,  in  full-amount  prepayment,  the rest of the sum shall be transferred
within --- days after delivery.

4.4. Payment in cash is allowed on consent of the parties in accordance with the
acting Law of the RF.

                        5. RESPONSIBILITY OF THE PARTIES

5.1.  In the case,  one of the  Parties  fails to fulfil any  provision  of this
Agreement,  all disputes shall be settled on the basis of mutual  understanding.
If  settlement  can not be reached in this way,  the case shall be given over to
the  International  Arbitrage  Court  at the  Moscow  Chamber  of  Commerce  and
Industry, city of Moscow.

                 6. AGREEMENT'S TERM AND TERMINATION CONDITIONS

6.1.  This  Agreement shall  come  into  force  from the date of  signing  it by
Parties' authorised persons.

6.2.  Term of validity of this  Agreement is  established  equal to one calendar
year.  Validity  of this  Agreement  upon  its  extinction  shall  be  prolonged
automatically  for each  subsequent  period,  if neither of the Parties  gave no
notice in writing,  in one month time before  expiry date, to the other Party on
the termination of this Agreement, or on its further amendment.

6.3. This  Agreement can be terminated  upon the wish of one of the Parties,  on
the condition that the other Party is notified not later, than in a month before
the termination date.

                                7. FORCE MAJEURE

7.1. In the case,  the  circumstances  outside one's control will occur,  caused
directly or  indirectly  by the  circumstances  outside  one's  control,  caused
directly or indirectly by occurrence of, for instance,  flood, fire, earthquake,
epidemic,  war conflict,  Coup d'Etat,  acts of terrorism,  civil  disturbances,
strike, orders, decrees or other administrative  interference of the Government,
or any other resolutions,  administrative or governmental restrictions,  causing
influence  on  fulfilment  of the  obligations  under this  Agreement,  or other
circumstances outside of reasonable control of the Parties,  terms of fulfilment
of these  obligations  shall  be  postponed  proportionally  for the  period  of
existence of such  circumstances,  if they considerably affect timely fulfilment
of the whole  Agreement,  or one or another of its part,  subject for fulfilment
after  occurrence of the  circumstances  of  force-majeure.  Both Parties should
immediately  notify in writing each other on the  commencement  and cessation of
circumstances  of force majeure,  which obstruct  fulfilment of the  obligations
under  this  Agreement.  The  Party,  referring  to the  circumstances  of force
majeure,  should provide in  confirmation  the document from the competent state
body.

                                 8. MISCELANEOUS

8.1.  This Agreement may be changed and supplemented by the written agreement of
the Parties, signed by the authorised representatives of the Parties.

8.2. The Parties agree to keep in strict confidence conditions of this Agreement
and any information, related to the business side of the other Party in relation
to this  Agreement,  and not to make any  public  statements,  concerning  these
conditions, except as upon receiving beforehand the written consent of the other
Party.

<PAGE>

8.3.  This  Agreement,   including  annexes,   replaces  any  other  preliminary
agreements,  approvals, written and oral understandings,  related to the subject
of this Agreement.

8.4.  Within two working  days from the date of signing of this  Agreement  each
Party  delegates  their senior  employee (one from each side) for the purpose of
organising  technical  co-operation in data exchange  between the  informational
systems of the Seller an of the Buyer.

8.5.  Within two weeks from the date of signing of this  Agreement  the  working
groups of the Parties, under supervision of their senior employees,  shall agree
upon every detail of technical  co-operation  on exchange of  information  about
Goods,  and prepare the  Protocol on exchange,  and  procedure  for  information
updating,  which  shall be approved by the  authorised  representatives  of both
Parties and shall be considered as inseparable part of this Agreement.

                  9. ADDRESSES AND BANK DETAILS OF THE PARTIES
<TABLE>
<CAPTION>

       THE SELLER                                            THE BUYER
       Full name                                             Full name
<S>                                                 <C>
Of organization: OOO "Jurist-Gardarika"             Of organization: ZAO "OKSIRSIS"
Juridical address : 103009, Moscow                  Juridical address : 117802 Moscow
Tverskaya street.,10, str.3                         Nauchniy proezd 12
Telephone         : (095) 261-9624                  Telephone         : (095) 334-4411
Fax               : 261-6010                        Fax              : 937-5060
Name of the bank: AKB "Grinfildbank"                Name of the bank: AKB "Evrozapsibbank"
Account : 40702810700000000168                      Account : 40702810700030000049
BIC               : 044583271                       BIC              : 044585726
Corresponding                                       Corresponding
Account  : 30101810700000000271                     Account : 30101810000000000726
INN               : 7710290931                      INN              : 7706200205
OKONH    : 71100                                    OKONH   : 71100, 71200
OKPO               18562603                         OKPO              51260913

OOO "Jurist-Gardarika"                              ZAO "OKSIRSIS"

(Signature)                                                  (Signature)
Director General                                    Director General
(Seal)                                                       (Seal)
April 17, 2000                                               April 17, 2000
</TABLE>

<PAGE>

             Protocol to the Agreement # 170400/1 of April 17, 2000

                 Specification ofthe supplied information format

1.       Format of the supplied information (database type):
2.       Format of the updated supplied information:
3.       Delivery method for updated information :
4.       General information about Goods :
4.1.     Russian title of the book
4.2.     [x] English title of the book
4.3.     [x] Name of the author(s) in Russian
4.4.     [x] Name of the author(s) in English
4.5.     [x] Original's language
4.6.     [x] Author of translation
4.7.     [x] Year of edition
4.8.     [x] Publisher, city
4.9.     [x] Number of pages
4.10.    [x] Bounding type
4.11.    [x] BBK
4.12.    [x] UDK
4.13.    [x] ISBN
4.14.    [ ] Dimensions
4.15.    [ ] Weight
4.16.    [ ] Annotation

5.       Commercial information about Goods
5.1.     [x] Price of the Goods
5.2.     [x] Information about having Goods in stock

         SELLER                                        BUYER
         -----------                                  --------------------
         (Signature)                                  (Signature)
         (Seal)                                       (Seal)  /V.A.Dolgov/