SALES & PURCHASE AGREEMENT ? 170400/2

Moscow                                                           April 17, 2000

Limited liability company OOO "Terra Knizhniy Club", represented by its Director
General  G.V.Kozhevnikov,   acting  on  the  basis  of  the  company's  Charter,
hereinafter  named as "The  Seller",  and  closed-end  joint  stock  company ZAO
"OKSIRIS",  hereinafter named as "The Buyer", represented by V.A.Dolgov,  acting
on the basis of the Charter, have made 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 written or oral 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.
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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.

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 a 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 weekly 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.

                     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 50 %  prepayment,  the
         rest of the sum shall be transferred within 5 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, when the authorised
         persons of the Parties sign it.
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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. MISCELENEOUS

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.

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 "Terra Knizhniy Club"          Of organization: ZAO "OKSIRSIS"
Juridical address : 109280, Moscow                  Juridical address : 117802 Moscow
         Avtozavodskaya street.,10, str.2           Nauchniy proezd 12
Telephone         : (095) 737-0478                  Telephone         : (095) 334-4411
Fax               :                                 Fax              : 937-5060
Name of the bank: AKB "Westdeutche                  Name of the bank: AKB "Evrozapsibbank"
         Landesbank Vostok"
Account  : 40702810100000000051                     Account : 40702810700030000049
BIC               : 044525247                       BIC              : 044585726
Corresponding                                       Corresponding
Account  : 30101810200000000247                     Account : 30101810000000000726
INN               : 7725088326                      INN              : 7706200205
OKONH    : 87100, 71100                             OKONH   : 71100, 71200
OKPO              : 47611604                        OKPO             : 51260913

OOO "Terra Knizhniy Club"                           ZAO "OKSIRSIS"

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

<PAGE>

             Protocol to the Agreement # 170400/2 of April 17, 2000
                Specification of the 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.      [x]Russian title of the book
4.2.      [ ] English title of the book
4.3.      [x] Name of the author(s) in Russian
4.4.      [ ] Name of the author(s) in English
4.5.      [ ] Original's language
4.6.      [ ] Author of translation
4.7.      [ ] Year of edition
4.8.      [ ] Publisher, city
4.9.      [ ] Number of pages
4.10.     [ ] Bounding type

4.11.     [ ] BBK
4.12.     [ ] UDK
4.13.     [ ] 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) /s/V.A.Dolgov

         ------------                                      ---------------
         (Seal)                                (Seal)