Exhibit 10.82  AGENCY AGREEMENT No. KT-355/1208  MoscowDate:
December 29, 2008  Closed Joint-Stock Company 
TV  DARYAL(OGRN
1027739313205),
hereinafter referred to as the Principal,
represented by V.V. Kartashkov, General Director, acting on the basis of the
Articles of Association, on the one part, and  Closed Joint-Stock Company Kompaniya TSV
(OGRN 5077746859757),
hereinafter referred to as the Agent,
represented by S.A. Vasiliev, General Director, acting on the basis of the
Articles of Association, on the other part, hereinafter jointly referred to as
the Parties, have entered into this Agreement as follows:  1. Definitions  1.1.
For the purpose of interpretation of the terms and conditions of the present
Agreement the terms and expressions specified below shall have the following
meanings:  1.1.1.Network program block:means a TV  DARYALs program (a set of audiovisual messages and
materials (broadcasts, programs, television and cinema films, advertisements,
commercials, advertising materials, etc.) disseminated by the Principal on the
territory of the Russian Federation for the general public with the use of
television broadcast facilities (Registration Certificate SMI EL No. FS77-22443
of November 30, 2005, Television Broadcast Licenses TV No. 13214 of March 19,
2008; TV No. 13155 of March 06, 2008; TV No. 11184 of January 31,
2007; TV No. 10168 of May 29, 2006; TV No. 10259 of June 09,
2006, and other Television Broadcast Licenses issued to the Prinicipal by an
authorized state authority during the duration of the present Agreement).  1.1.2.Advertising: means information dissemindated by any
method, in any form, with the use of any media, addressed to an unlimited
audience and aimed at attracting attention to the advertised item, building or
maintaining interest therein and promoting it in the market.  1.1.3.Commercial: means
an audiovisual production containing advertising.  1.1.4.Teleshop:means a commercial broadcast advertising one
or several advertised items (several goods, etc.), bearing a reference to a
contact telephone number or any other means of communication with the help of
which the the user can order any of the items advertised in said commercial
broadcast; the duration of a commercial broadcast is at least 120 (one hundred
twenty) seconds.  1.1.5.Commercial in the Teleshop
formal:means a commercial
broadcast advertising one or several advertised items, bearing a reference to a
contact telephone number or any other means of communication with the help of
which the user can order advertised goods. There are restrictions for showing a
commercial(s) in the Teleshop format in the Network Program Block: such
commercials cannot be shown from 19.00 to 01.11 (Moscow time).  1.1.6.Television advertisement:means an advertising text videotaped for the
purpose of being broadcast in the Network Program Block. The Parties hereby
agree that it shall be prohibited to show television advertisements in the
Network Program Block.  1.1.7.Creeping line (crawler message):means an advertisement shown as an advertising
text displayed during a non-advertising program. The Parties hereby agree that
it shall be prohibited to show creeping lines in the Network Program Block.  1.1.8.Interactiveprojects(interactiveelement):mean program elements allowing the viewer to participate in programs by making phone calls, sending short telephone or electronic messages, or otherwise.  1.1.9.Sponsorship advertising:means advertising disseminated under the
condition that a particular person is to be mentioned as a sponsor.  1.1.10.Federal advertising:means advertising that is mandatory to be
broadcast in the Network Program Block, disseminated by the Principal on the
territory of the Russian Federation for the general public with the use of
television broadcast facilities.  1.1.11.Regional advertising:means advertising that is mandatory to be
broadcast in the Network Program Block and is disseminated by the Principal
solely within particular regions of Russia.  1.1.12.Political advertising:means a type of propaganda in the form of
audiovisual productions with the use of advertising methods and techniques,
disseminated during the elections appointment period and during elections to
state bodies and/or management bodies of any other level, containing signs of a
campaign as regards conducting a referendum or during the conducting of a
referendum, disseminated during the referendum appointment period or during the
referendum, according to the


procedure
stipulated by applicable laws or other regulations. The Parties hereby agree
that in the context of the present Agreement political advertising shall
include public opinion polls during election campaigns, provision of
information to the electorate, advertising of commercial activities of
political parties and candidates.  1.1.13.Social advertising:means information disseminated by any method,
in any form and with the use of any media, addressed to an unlimited audience
and aimed at accomplishing charity or other objectives of value to the public
as well as at promoting the governments interests.  Social advertising may not mention any specific makes (models, articles) of goods, trademarks, service marks or other means of their identification, any individuals or legal entities except for mentioning governmental authorities, other instruments of the government, local or municipal authorities, municipal bodies that are not part of local authorities, and sponsors.  1.1.14.Advertising services:mean acceptance by the Principal of the
federal advertising (including social advertising on a charge basis and
commercials in the Teleshop format) to be broadcast in the Network Program
Block in the form of commercials. Advertising services shall not cover:
political, sponsorship, regional advertising, social advertising on a free basis,
broadcast of teleshops and interactive projects.  1.1.15.Unauthorized advertising:means federal
advertising (including social advertising on a charge basis) broadcast by the
Principal in the Network Program
Block at its own discretion without
obtaining the Agents prior written consent.  Unauthorized
advertising shall not include:  a)  advertising bumpers of the Principal
broadcast at the beginning and at the end of advertising blocks, that do not
contain advertisements of third parties.  1.1.16.Clients:mean advertisers and any other third parties
representing advertisers interests 
pursuant to corresponding agreements.  1.1.17.Principals
actual gross revenue shall consist of:  ·     Total
operating revenue,i.e. the total cost of actually rendered services
connected with the broadcast of the federal advertising, less the value-added
tax, under transactions conducted by the Agent with Clients within the
framework of the execution of the present Agreement, as well as under
transactions conducted by the Principal at its discretion (or by persons
authorized by the Principal) based on the Agents written agreement;  ·     total non-operating revenueobtained by the Agent (fines, penalties and other revenue, including that received as
compensations)under transactions conducted by the Agent with
Clients for the purpose of executing the present Agreement.  1.1.18.Reporting period:means one calendar month.  1.1.19.  Entering into transactions:means performance of actions aimed at
creating, changing or terminating civil rights and obligations (condlucing,
amending (approval of amendments), including agreement extension and
termination, as well as performance of physical actions resulting in legally
binding consequences).  2. Scope of the Agreement  2.1. Pursuant to the
present Agreement the Agent shall perform, in its own name and in return for a
fee, at the Principals instruction, on its own behalf but at the Principals
expense, legal and other acts  as regards
the sale to Clients of Advertising Services rendered by the Principal,
commencing on January 1, 2009, 06.00 (Moscow time).  2.2. The Principal
shall pay to the Agent a fee for performing legal and other acts stipulated in
Paragraph 2.1 of the Agreement in such amounts and according to the procedure
stipulated hereunder.  2.3. The Principal
undertakes to disseminate the federal advertising provided by the Agent based
on agreements signed with Clients pursuant to the present Agreement within the
whole Network broadcast territory.  If,
during the duration of the present Agreement, the Principals broadcast area
broadens, the Principal shall disseminate the federal advertising within all
and any additional broadcast coverage areas resulting from said broadening.  2.4. The
Principal shall, at the Agents demand (to enable the Agent to sign agreements
with Clients for selling services connected with the placement of the federal
advertising), provide, within 60% (sixty percent) of the advertising time, such
amount of the Network broadcast minutes as required by the Agent for performing
its obligations. Said amount shall be calculated by the Parties based on the
arithmetic mean value of the Network broadcast time a day: 19 (nineteen) hours (hereinafter
referred to


as
the broadcast volume) and the total broadcast time volume allocated for
broadcasting commercials in the amount of 15% (fifteen percent) during an
astronomic hour.  2.5. The
Agreement shall not cover political, sponsorship, regional advertising, social
advertising on a free basis, including advertising in teleshops, interactive
projects.  3. Obligations of the Parties  3.1.  Obligations and rights in connection with entering into transactions
and approving their terms  3.1.1.  The Principal shall vest the Agent
with the right to perform legal and other acts in connection with the sale of
Advertising Services without any additional approval on the part of the
Principal, and the Agent shall contract the sale of said services to the Clients
being first and foremost guided by the best interests of the Principal, the
terms and conditions of the present Agreement, the Principals instructions as
to the terms and the procedure related to the pricing of advertising services
in agreements with Clients, stipulated in Attachment No. 1 to the present
Agreement as well as any other attachments and addenda thereto.  3.1.2.  The Agent shall seek to secure the
best possible conditions for the Principal when signing agreements with Clients
(Client Agreements). The Agent may, subject to the Principals consent, enter
into Client Agreements on terms other than those stipulated in Attachment No. 1,
if it was impossible to obtain better contractual conditions, and, where by
contracting on terms other than those stipulated in Attachment No. 1, the
Agent averted even more adverse consequences for the Principal.  3.1.3.When
entering into Client Agreements the Agent shall set forth the following
provisions:  1. The Client shall be fully responsible for
the content and design of the advertisements placed under the Client Agreement,
for any infringement of copyrights and related rights with respect to the works
and objects of related rights being part of the advertisement. All and any
financial claims, including from the authors and owners of related rights, with
respect to the advertisement shall be settled by the Client on its own and at
its expense.  If, following the broadcast of the
advertisement provided by the Client, the Agent and/or the Principal become
subject to third party claims, as well as if the Agent and/or the Principal
suffer any negative consequences in the form of financial penalties, the Client
shall indemnify the Agent and/or the Principal against all and any damages
incurred as a result of such infringement and shall pay a fine in the amount of
the financial penalties incurred by the Agent and/or the Principal.  2. The Client shall be required to present to
the Agent duly certified copies of licenses if the advertised activity is
subject to licensing; certificates of conformity if the advertised products
(services) are subject to mandatory certification; and registration
certificates if the advertised products are subject to the state registration.
Atthe Agents request, the Client shall provide within two days documentary proof of the reliability of the information contained in the advertisement.  3. If, during any calendar year during the duration of the Client
Agreement, the officially published US dollar exchange rate fluctuates by more
than ± 15% (hereinafter referred to as the allowed exchange rate corridor or
the corridor) against the exchange rate as of January 1 of the
respective year (hereinafter referred to as the reference exchange rate),
i.e. if on any day, during the duration of the Agreement (hereinafter referred
to as the exchange rate deviation date) the US dollar exchange rate deviates
by more than 15% against the reference exchange rate,  and  if durng 30 (thirty) calendar days following the exchange rate
deviation date the average weighted US dollar exchange rate remains outside
said corridor,  the parties (the Agent and the Client) shall regard, as per the terms
and conditions of the Client Agreement, such exchange rate deviation as a
particular case of force majeure stipulated by the corresponding agreement.  Note: For the purpose of this paragraph:  US dollar exchange rate shall mean the
official rate of US follar to Russian rouble set by the Central Bank of the
Russian Federation as of the respective date.  Average weighted exchange rate shall mean
the average weighted exchange rate of US dollar to Russian rouble calculated
according to the following formula:  AW =Rd·d


Tdp where: AWaveragerate; Rd  exchange rate of US dollar to Russian
rouble set by the Central Bank of the Russian Federation as of a respective
date of the period; d  number of days during which the above US
dollar exchange rate remains effective; , Tdp  total number of days in the respective
period for which the average weighted rate is calculated.  Upon occurrence and confirmation of the force majeure stipulated in
this paragraph the parties (the Agent and the Client) shall act as follows:  Upon confirmation of the existence of the force majeure either party
may initiate amendments to the existing Client Agreement by executing and
signing a corresponding addendum.  If the parties (the Agent and the Client) fail to agree on amending the
terms and conditions of the existing Client Agreement and fail to sign a
corresponding addendum the Client Agreement shall be understood to be
terminated as of the date agreed upon by the parties (the Agent and the
Client), which shall entail the following provisions to be applied to the
parties (given the specific nature of the force majeure specified above), in
particular:  · within 30 (thirty) days upon the
termination of the Client Agreement the Client shall pay to the Agent for the
advertising services actually provided by the Agent but not paid for by the
time of the agreement termination (at prices earlier agreed upon) and shall pay
the penalties accrued against the Client prior to the termination of the Client
Agreement;  · within 30 (thirty) days upon the
termination of the corresponding Client Agreement the Agent shall return to the
Client all advance payments transferred by the Client to the Agent for the
payment of the advertising services that failed to be provided by the time of
the agreement termination.  4. The Agent
(Principal) shall not accept for placement any advertising on national mourning
days declared in the Russian Federation and may reject or refuse to accept for
placement any advertisement if it is not consistent with the Principals
ethical, political or theme principles or runs counter to effective Russian
law.  5.  The Agents (and, consequently, the
Principals) liability for infringing the procedure for placing and/or
disseminating advertising shall not exceed a single placement of relevant
advertising materials during a similar interval (during an equivalent
television program) or the price of an advertisement that has not been placed
or of an advertisement placed with violations.  The Agent shall have the right to deviate from the Principals instructions stipulated in this paragraph provided that due to said deviation the Agents (and, consequently, the Principals) liability to the Client  becomes less than that stipulated by the present Agreement.  3.1.4. The Agent shall exercise all rights and bear
all obligations under Client Agreements entered into within the framework of
the present Agreement, even if the Principal was named in said agreements and
entered into direct relations with Clients.  3.1.5.  For the purpose of the execution
of the present Agreement the Agent may bring in third parties; in this case the
Agent shall remain liable to the Principal for the actions of said third
parties and the costs of said third parties services shall be paid by the
Agent out of the agency fee due to the Agent pursuant to the terms and
conditions of the present Agreement.  3.1.6. The Principal
shall vest the Agent with the exclusive right to enter into agreements for
selling advertising services. The Principal undertakes not to vest third
parties, during the duration of the Agreement, with the right to conduct, in
its interests and at its expenses, transactions that are assigned, pursuant to
the present Agreement, to be conducted by the Agent.  The Principal may independently sell advertising services related to
the broadcast of advertisingin the Network Program Block provided that the Principal obtains
the Agents prior written consent, with the exception of cases when the
Principal conducts transactions for providing services connected with
dissemination of mass media advertisements in the Network Program Block, services related to dissemination
of the social advertising on a free basis, and services related to
dissemination of the political advertising. The Principal shall conduct
transactions for providing services related to dissemination of mass media
advertisements in the Network Program
Block at its own discretion and shall inform the Agent on a quarterly
basis about the transactions conducted thereby. The Principal shall not be
required to obtain prior approval in case of placing advertisements that appear
to be unauthorized advertising.


3.1.7.  The Agent shall forward to the
Principal reports on the performance of the Principals instructions according
to the procedure stipulated by Paragraph 4.14 of the present Agreement.  3.1.8. At the
Principals demand, the Agent shall provide copies of certificates of
conformity, declarations of conformity, licenses and/or other corresponding
documents confirming the state registration.  3.2  Obligations of the Principal to provide information on the Network
Program Block schedule.  3.2.1.  The Principal shall timely provide the Agent
with information required for signing Client Agreements, including:  · Within at least three days upon the signing of the present Agreement
the Principal shall provide the Agent with a forecast Network Program Block
schedule for the first quarter of 2009; thereafter a forecast  broadcast schedule for each current month
shall be delivered to the Agent within at least two days before the schedule
effective date.  The
approved Network Program Block schedule for each calendar week shall be
provided by the Principal to the Agent within at least 10 (ten) calendar days
prior to the beginning of the corresponding calendar week.  3.2.2. The
Principal may modify the broadcast schedule provided that:  ·     The Principal notifies the Agent of the
modifications made in the forecast Network Program Block schedule for the
current month within 2 (two) business days upon the introduction of said
modifications;  ·     The Principal notifies the Agent in advance
of modifications made in the broadcast schedule for a calendar week within at
least 2 (two) calendar days before said modifications become effective.  The
Principal shall not be required to notify the Agent in advance only if
modifications are made in an urgent manner in connection with events of
national significance, or as a result of the cancellation or changed timing of
sporting events that were to be broadcast live, etc., so long as  it is impossible to notify the Agent of said
modifications due to objective reasons given that the Agent is informed about
said modifications in writing on the day of the introduction of said
modifications.  3.3.  Obligations and rights of the Parties with respect to acceptance,
insertion and placement of Advertisements in the Network Program Block.  3.3.1. The procedure
for providing and placing the federal advertising shall be stipulated by the
Parties in Attachment No. 2.  3.4. The Agent shall
have discretion to reject, without the Principals approval, Clients advertising
if the latter fails to be compliant with Russian law and the Principals
technical requirements. If there are doubts about placing disputable
advertisements (advertisements claimed by the Client to be compliant with
Russian advertising law) the Agent may forward a written request to the
Principal for the latter to make the final decision (said disputable
advertisements can be delivered to the Principal on tape (including VHS tapes)
or as electronic files), and the Principal shall promptly consider said request
and respond in writing with reasonable explanations within 5 (five) business
days upon receipt of the Agents written request (see also Article 6 of
the present Agreement).  The Agents requests and the Principals replies shall be executed in
writing and shall be signed by authorized representatives. If no reply is
received from the Principal within the deadline stipulated in the first passage
of this paragraph the Agent shall be free to act as follows:  ·     If the question in the request was
such that the Agent requested a straightforward yes or no the Agent shall
regard the Principals failure to reply as yes.  ·     If the request was for the
Principals opinion with regards to a controversial issue the Agent shall
regard the Principals failure to reply as the Principals consent allowing the
Agent to act at its own discretion.  3.5. When accepting
advertising materials from the Agent the Principal  shall have the right to reject advertisements
accepted and provided by the Agent for being broadcast in the Network Program
Block if the Principal determines that said advertisements are not compliant
with Russian law, technical requirements or are inconsistent with the creative,
artistic or ethical concepts underlying the Principals programming policy and
(or) are not consistent with the Principals ethical, political or theme
principles. The Principal shall forward to the Agent a written refusal
specifying reasoned explanations within at least three business days upon
delivery of said advertisements.  If the Agent fails to be provided in good time with the Principals
refusal notification and the advertisement delivered to the Principal was not
placed in the Network Program Block, and, as a


consequence, the Agent receives a claim from a Client, the Principal
undertakes to settle said claim on its own or to compensate the Agent for all
and any costs incurred under said claim.  3.6. The Principal
shall insert particular commercials into advertising blocks and shall ensure
that advertisement is placed in strict compliance with the procedure for
accepting advertising materials and broadcasting them in the Network Program
Block and in accordance with the advertising placement schedules delivered by the
Agent.  3.7. The Principal
shall not broadcast advertisements on national mourning days declared in the
Russian Federation. The Principal shall place such advertisements that failed
to be broadcast during a similar interval and in similar programs during the
following days or at such time as may be agreed between the Agent and the
Client. The Principal shall not be held liable as per Paragraph 5.5 of the
Agreement if an advertisement fails to be run on Russian national mourning
days. If the Client refuses to have its advertisement placed during some other
time interval the Principal shall repay the cost of the corresponding
advertising services for placing an advertisement if placement of said
advertisement has already been paid for.  3.8. The Principal
shall ensure that advertisements are broadcast in the Network Program Block
according to the procedure for accepting and broadcasting advertisements in the
Network Program Block stipulated in Attachment No.2 to the present Agreement.  3.9. Rights and obligations of the Parties with respect to tracking the
placement of advertisements in the Network Program Block.  3.9.1.  The Parties shall take all and any
required measures aimed at tracking the completeness and correct placement of
advertisements in the Network Program Block.  The Principal shall timely (within 5 (five) days upon receipt of a
request) provide the Agent with ad run reports confirming that the
corresponding advertising services related to the advertising placement have
been rendered.  3.9.2.  In case of unexpected and other circumstances preventing the execution of the present Agreement the Agent shall immediately notify the Principal of this.  3.9.3.If the
advertising services have been provided by the Principal improperly, with
deviations from the Client Agreement (i.e. the Principal failed to broadcast an
advertisement in the Network Program Block or changed the time and/or sequence
of commercials within the Network Program Block or broadcast an advertisement
with improper quality or infringed technical parameters (without voiceover,
with interferences, deviation from the timing, content or version of the
commercial, etc.), as well as if said services have not been provided (including the Principals refusal to provide
services, including in part), for the purpose of fulfilling its obligations in
kind, the Principal shall be required, at the Clients demand and according to
the Client-approved schedule, to place the advertisement that has not been
broadcast and/or has been broadcast improperly within the same scope and
without any additional charge, or, if demanded by the Client, to reduce the
cost of its services or to repay a corresponding amount if the payment was
earlier advanced by the respective Client, under the conditions and within the
deadlines stipulated by the present Agreement.  In addition to fulfilling its contractual obligations the Principal
shall be held liable for non-fulfillment/improper fulfillment of its
obligations to broadcast advertisements as per Paragraph 5.5 of the present
Agreement.  3.9.4.  The Agent shall not be held liable to the Principal for the Clients
failure to execute the transaction entered into by the Agent within the
framework of the present Agrement, except for the cases stipulated by
Additional Agreement No. 1 to this Agreement. If the Client fails to
execute the transaction entered into by the Agent the latter shall immediately
notify the Principal, collect required evidence and, at the Principals
request, assign thereto the rights under said transaction subject to the claim
assignment rules.  4. Financial Arrangements  The Agents fee:  4.1. The agency fee
(hereinafter referred to as the agency fee) due to the Agent for performing
legal and other acts (Paragraph 2.1 of the Agreement) shall be 12% (twelve percent)
of the Principals actual gross revenue in each reporting period.  The Agents right to the agency fee shall arise at the moment the
advertising services are actually rendered by the Principal in the relevant
reporting period.


4.2. The Agents agency
fee accrued as specified above (Paragraph 4.1 of the Agreement) shall be
increased by the amount of the value-added tax as per effective Russian law.  The Agents agency fee shall be calculated from the amount of the
Principals actual gross revenue calculated by the Parties in RUR (if the
advertising rates are set in US dollar equivalent  at the exchange rate of the
Central Bank of the Russian Federation
as of the last day of the reporting period) in the Statement for the
corresponding reporting period stipulated by Paragraph 4.14 of the present
Agreement.  The agency fee due to the Agent shall be paid according to the
procedure stipulated, respectively, by Paragraph 4.4  4.12 of the present
Agreement.  Settlements procedure:  4.3. The cost of the
advertising services in Client Agreements signed by the Agent shall be fixed:  · under Client Agreements with Russian resident Clients and non-resident
Clients effecting payments in RUR: in Russian roubles in US dollar equivalent
paid in Russian roubles at the rate of the Central Bank of the
Russian Federation as of the day of the corresponding payment, i.e.
as of the date when monetary funds are debited from the Clients settlement
account;  · under Client Agreements with non-resident Clients effecting payment in
US dollars: in Russian roubles or in US dollars. Payment for advertising
services under transactions conducted by the Agent in US dollars with
non-resident Clients for the purpose of executing the terms and conditions of
the Agreement can be effected by Clients only in US dollars;  · under Client
Agreements with non-resident Clients effecting payments in freely convertible
currencies other than US dollar: in Russian roubles, US dollars or freely
convertible currency subject to the Principals prior approval.  Advertising
services contracted by Clients shall be subject to the value-added tax as per
effective Russian law.  4.4. Payments under
Client Agreements entered into by the Agent in Russian roubles shall be paid to
the Agents settlement account.  Within three banking days the Agent shall transfer monetary funds
received under said Client Agreements to the Principal, subject to Paragraph
4.6 and 4.9 of the present Agreement. Said three-day deadline shall be
calculated as of the time the Agent obtains the addendum to the bank statement
confirming that monetary funds have been credited to the Agents settlement
account.  4.5. The Agent may
(after forwarding a notification to the Principal) instruct the Client, based
on the financial order addressed to said Client, to effect payment in RUR under
the Client Agreement directly to the Principals settlement account.  4.6. The Agent may
transfer to Clients monetary funds in RUR subject to be returned to Clients
under signed Client Agreements, including out of funds received from other
Clients in favour of the Principal on the Agents account that have not yet
been transferred to the Principal. In case of return of the whole price of the
agreement or payment monetary funds are returned to the client in  RUR and in the same amount in which said
funds were received. In case of partial return the RUR amount is determined proportionally to the decreased contract price of payment.  4.7. Payment
effected in US dollars under Client Agreements with non-resident Clients shall
be transferred to the Agents transit currency account.  Within three banking days the Agent shall transfer the monetary funds
received under the Client Agreement in full to the Principals transit currency
account. Said three-day deadline shall be calculated as of the time the Agent
obtains the addendum to the bank statement confirming that said monetary funds
have been credited to the Agents account. Upon receipt of monetary funds the
Principal shall provide the Agent with a copy of the payment order.  4.8. In cases when
earlier received foreign currency monetary funds are to be returned to the
Client under the Client Agreement:  · if monetary funds are
transferred by the Agent to the Principal, within ten days the Principal shall
transfer the amount subject to be returned to a non-resident Client in US
dollars to the Agents transit currency account, and the Agent, in its turn,
shall return said monetary funds to the Client. Said ten-day deadline shall be
calculated as of the time the Principal receives from the Agent a letter with a
demand for the return of monetary funds confimed by corresponding documents
related to the non-resident Clients; and


· if monetary funds
have not yet been transferred to the Principal and are still kept on the Agents
transit currency account, the Agent shall transfer the corresponding amount due
to be returned in US dollars to the Client.  4.9. Out of the monetary funds received in RUR in favour of the Principal
on the Agents settlement accounts under Client Agreements, based on the
Agreement signed with the Principal, the Agent may withhold the following
amounts:  · 12% (twelve
percent) of the difference between the amount of funds received in RUR in
favour of the Principal on the Agents settlement accounts and/or on the
Principals settlement accounts, and the amount of funds returned by the Agent
and/or the Principal to Clients accounts under Client Agreements, and  · 12% of the difference between the RUR equivalent of the USD amounts
received  in favour of the Principal on
the Agents transit currency accounts and/or on the Principals currency
account under Client Agreements signed with non-resident Clients, and the RUR
equivalent of the USD amounts returned by the Principal and/or the Agent in USD
to non-resident Clients under Client Agreements. The RUR equivalent of USD
amounts shall be determined at the rate of the Central Bank
of the Russian Federation effective as of the date when monetary
funds from a non-resident Client were credited to the Agents transit currency
account and/or the Principals currency account.  The
deductions specified above shall be withheld for paying the agency fee.  4.10. Settlements
between the Parties shall be effeted on a daily basis as long as payments are
received from Clients. The Agent shall have the right to withhold funds due as
the agency fee on a daily basis. All payments under settlements between the
Parties shall be made inclusive of the value-added tax. The date of payment
effected by the Parties under the present Agreement shall be the date when
monetary funds are debited from the payers account, which shall be confirmed
by a corresponding bank statement.  4.11.If the amount withheld and kept on the Agents
settlement account exceeds the amount of the agency fee due to the Agent for
the corresponding reporting period, the surplus shall be understood to be
advance payment under the agency fee during mutual settlements in the following
reporting periods.  4.12. In case of debt due
by the Principal to the Agent, specified in a corresponding bilateral
statement, the Principal shall repay said debt by the 20th date of the month following the reporting one;
said payment shall be confirmed by a copy of the corresponding payment order.  If the debt due by the Principal to the Agent fails to be transferred to
the Agents settlement account within the stipulated deadline the Agent may
withhold said outstanding amount from monetary funds owned by the Principal,
received from Clients on the Agents settlement account, which shall be
reflected in a corresponding bilateral statement.  Procedure for submitting reporting  documents:  4.13. Upon the
transfer of monetary funds the Agent shall forward to the Principal an
accompanying letter with a detailed breakdown of the amount paid.  4.14.Upon
the termination of each month, within at least 10 (ten) calendar days, the
Agent shall forward to the Principal the Agents Report (Paragraph 3.1.7 of the
present Agreement) executed as per the template specified in Attachment No. 3
to the present Agreement. In case of objections as regards the report
submitted, within 10 (ten) calendar days upon receipt thereof, the
Principal  shall forward to the Agent its
objections in writing. If no objections are delivered within the specified
deadline the Agents Report shall be understood to be accepted and the
instruction shall be deemed to be completed.  Upon
the termination of the reporting period, by the fifteenth date of the month
following the reporting one, the Parties shall draw up a bilateral statement
(hereinafter referred to as the Statement) as per the template specified in
Attachment No. 4 to the present Agreement; said Statement shall, in
particular, set forth:  · the Principals
actual gross revenue for the reporting period;  ·     The amount of receipts on the Agents accounts during
the reporting period under Client Agreements, including those received as
payments for the advertising services in the reporting, past and future
periods;  ·     The amount of monetary funds subject to be transferred
by the Agent to Clients pursuant to the terms and conditions of signed Client
Agreements, including VAT;  ·     The amount of receipts on the Principals accounts
stated in the reporting period under Client Agreements, including those received
as payments for the advertising services in the current, past and future
reporting periods;


·     The amount of monetary funds transferred by the
Principal to Clients, including VAT;  ·     The amount of the agency fee due
to the Agent for the reporting period;  ·     The amount of monetary funds paid
to the Agent (withheld by the Agent) as the agency fee, including those
received as payment for the reporting period and as advances towards payments
for any future reporting period and payment for the past reporting periods,
including VAT;  ·     Other
details deemed by the Parties as necessary to be reflected in the Statement.  The
forwarded Statement shall be approved by the Principal within five business
days; or else the Principal shall submit within the same period of time its
reasoned objections as regards the Statement. In case of reasoned objections on
the part of the Principal the Parties shall draw up a statement specifying
measures to be taken for the purpose of settling reasoned claims.  If
no reply to the forwarded Statement is received from the Principal within the
stipulated period of time said Statement shall be understood to be approved.  4.15. The Statement
shall be supplied by the Agent with the agency fee invoice.  The Agents guarantees:  4.16. The Agent
guarantees that it undertakes not to effect, out of funds received upon the
execution of the present Agreement (out of the agency fee), illegal payments
and undertakes not to transfer, on a free basis, directly or indirectly, any
amounts of monetary funds or other objects of material value:  ·     To any executive
official of any state authority for the purpose of exercising influence on or
motivating said official to influence an act or a decision of a state authority
or any institution or subdivision thereof; or  ·     To any political
party or its official or a candidate nominated to a political position for the
purpose of exercising influence on any official decision of said party or its
official or candidate, or for the purpose of motivating said party or its
official or its candidate to use its/his/her power to influence any official
act or decision of the government, its institution or subdivision, except for
cases allowed by a legal demand; or  ·     To any official of a legal entity with which the Agent interacts when
conducting its economic activity for the purpose of influencing any act or
decision of said legal entity to be provided with assistance in obtaining or
maintaining business or transferring business to the Agent.  5. Liability of the Parties; Relief of
Liability  5.1. In case of
non-fulfillment or improper fulfillment of the obligations under the present
Agreement the Party shall reimburse the other Party for losses caused by said
non-fulfillment or improper fulfillment.  5.2. In case of
delays in the payments stipulated by the present Agreement the Party that fails
to receive monetary funds shall have the right to demand that the other Party
infringing the payment terms pay a penalty in the amount of 0.1% (zero point
one percent) of the outstanding amount for each day of delay.  5.3. If the Agent
signs Client Agreements neglecting the provisions stipulated by Paragraph 3,
Sub-Paragraph 3.1.3 of the present Agreement, which shall result in the
circumstances specified in said paragraph, the Agent shall pay to the Principal
established lost profit in the amount of the revenue that failed to be received
by the Princiapl due to the non-fulfillment by the Client (Clients) of the
provisions stipulated by Paragraph 3, Sub-Paragraph 3.1.3 of the present
Agreement.  The amount of established lost profit calculated in USD shall be
stipulated by the Parties in a statement that shall be agreed upon by the
Parties within at least 30 (thirty) days upon occurrence of the circumstances
stipulated in Paragraph 3, Sub-Paragraph 3.1.3 of the present Agreement.  Within 30 (thirty) days upon the signing of the statement the Agent
shall pay to the Principal the amount of lost profit.  5.4. In
case of placing unauthorized advertisements in the Network Program Block the
Principal shall pay to the Agent a fine in the amount of the RUR equivalent (at
the rate of the Central Bank of the Russian Federation
as of the payment date) of 1,000.00 US dollars (one thousand dollars zero
cents) for each run of an unauthorized advertisement (of 30 seconds duration)
provided that the Agent forwards to the debtor a claim and an invoice by
registered mail. If the Agent fails to demand the payment of said fine in writing said fine shall not be accrued.


5.5. In case of
non-fulfillment or improper fulfillment by the Principal of its obligations to
broadcast advertisements (Paragraph 3.9.3 of the present Agreement) the
Principal shall reimburse for losses in the amount of the unfulfilled, namely
the Principal shall ensure an additional placement of the Clients
advertisement to the extent that shall not, in any case, exceed the extent of
the non-placed and/or improperly placed advertisement.  5.6. The Principal
shall not be held liable for non-placements of advertisements in the Network
Program Block if said non-placements occur due to the Agents fault, the Agent
in this case shall independently settle all and any claims filed by Clients in
connection with said non-placements.  5.7. All and any
payments under penalties or losses under the present Agreement shall be
effected in RUR at the rate of the Central Bank of the
Russian Federation effective as of the payment date against the
creditors demand for penalties and a corresponding invoice, which shall be
delivered by registered mail with acknowledgement of receipt.  5.8. The Parties
shall be relieved of liability for non-fulfillment or improper fulfillment of
their obligations under the present Agreement if proper fulfillment thereof was
rendered impossible due to force majeure, i.e. circumstances of extraordinary
nature that were unavoidable in the given situation, such as: acts of God,
fire, military hostilities, revolutions, strikes, legislative changes,
enactment of mandatory normative acts, unscheduled addresses of government
officials (President of the Russian Federation, Chairman of the Government of
the Russian Federation, Chairman of the Federation Council, Chairman of the
State Duma of the Federal Assembly), including other circumstances beyond the
control of the Parties.  5.9.The Party for
which it becomes impossible to fulfill its obligations under the present
Agreement shall without delay, within at least five business days, notify the
other Party of the commencement and cessation of the force majeure
circumstances specified above. In this case the Parties representatives shall
consult each other within the shortest time possible and shall agree upon the
measures to be taken by the Parties.  Occurrence of said force majeure circumstances and the duration therof shall be confirmed by documents issued by corresponding competent authorities or organizations.  5.10. A failure to
notify the other Party or late notification of the occurrence of said
circumstances shall divest the Party that fails to notify the other Party or is
late in notifying of its right to plead said circumstances to be relieved of
liability for untimely fulfillment of its obligations.  5.11. If advertising
materials fail to be broadcast in the Network Program Block due to the
occurrence of said force majeure circumstances the Principal shall, subject to
the Agents approval, broadcast said advertising materials during a similar
time interval and in similar programs; if said placement is impossible the
Principal shall return to the Agent (or, based on the Agents letter, to a
respective Client) the amount of funds paid for the advertisement that failed
to be broadcast in the Network Program Block.  6.NotificationsundertheAgreement  6.1. The Parties
shall exchange all and any applications, notifications and requests to the
agreed addresses by courier service with copies of said applications,
notifications and requests forwarded by fax or e-mail. An application,
notification or request shall be deemed delivered:  · in case of delivery by courier:
on the day of delivery if the message is delivered from 10.00 to 18.00 Moscow
time;  · in case of delivery by fax: on the day of delivery if
the message is delivered from 10.00 to 18.00 Moscow time;  · in case of delivery
by e-mail: on the day of delivery if the message is delivered from 10.00 to
18.00 Moscow time.  6.2. All and any
requests of the Agent to the Principal or of the Principal to the Agent shall
be reviewed by the other Party, respectively, within three business days upon
the receipt of the request and shall be replied to in writing within the same
period of time (by fax, by e-mail or courier service). If either Party fails to
reply to a request within the stipulated dealine (in case of silence of
either Party to the Agreement) the Party forwarding said request (the other
Party) shall have the right to act as follows:  ·     If the
question in the request required a straightforward yes or no silence of the
other Party shall be regarded by the Party forwarding said request as a yes.


·If the request
required an opinion of the first Party as regards a particular issue, silence
of the first Party shall be regarded by the other Party as consent of the first
Party for the other Party to act at its own discretion.  6.3. All and any
acts performed by either Party as per the provisions stipulated in Paragraph
6.2 of the Agreement shall be understood to have been taken in accordance with
the terms and conditions of the present Agreement without exceeding the
authority; in case of any negative effects resulting from said acts said Party
shall not be held liable.  7. Disputes Settlement  7.1. All and any
disputes and disagreements that may arise out of the present Agreement or in
connection therewith shall be settled by the Parties, when and where possible,
through negotiations.  7.2. If the Parties
fail to reach an agreement as regards a particular dispute said dispute shall
be settled in the Moscow Arbitration Court.  8. Duration of the Agreement  8.1. The
present Agreement shall come into effect upon its signing and shall remain in
force until 06.00 Moscow time, January 1, 2010 (including all television
programs broadcast on the New Year night).  8.2. The
present Agreement can be terminated prior to the expiration of its duration
term:  8.2.1. upon application of either Party provided
that the other Party is notified within at least 90 (ninety) days prior to the
termination date. Said application shall be forwarded by registered mail with
acknowledgement of receipt. Within at least seven days upon the termination of
the Agreement the Party initiating said early termination shall pay to the
other Party a fine in the following amount:  · if, at the time of termination, the present
Agreement has been in effect for less than 12 month: said fine shall equal the
monthly average price of the present Agreement (the agency fee), calculated for
the duration period of the Agreement, multiplied by 12 (twelve);  · if, at the time of termination, the present
Agreement has been in effect for 12 months or more: said fine shall equal the
monthly average price of the present Agreement (the agency fee) calculated for
the last twelve full calendar months, preceding the month during which the
Agreement is terminated ahead of due date, multiplied by 12 (twelve).  8.2.2. At any
time, upon mutual written consent of the Parties that shall be signed and
sealed by the Parties.  8.3. Any
reorganization, change in the form of ownership, the structure of founders
and/or executive bodies (the sole and/or the collegial ones) of the Parties
shall not entail the termination and/or amendment of the terms and conditions
stipulated hereunder.  8.4. Upon the
expiration of the duration of the present Agreement the latter can be extended
upon written agreement of the Parties.  8.5. If, at the
time of the termination of the Agreement, the placement of an advertisement
under any agreement entered into by the Agent pursuant to the present Agreement
has not been completed and/or a commenced service has not been rendered, the
obligations of the Parties shall be understood to be terminated as of the date
on which the broadcast of said advertisement is completed and all settlements
and penalty payments stipulated by the terms and conditions of the present
Agreement are completed.  9. Miscellaneous  9.1. The
present Agreement has been drawn up and signed in two counterparts, each
counterpart having equal legal effect, one counterpart for each Party.  9.2. All and
any alterations and amendments to the present Agreement shall be understood to
be valid provided that said alterations and amendments have been executed in
writing and have been signed by authorized representatives of the Parties.  9.3. All and
any attachments and addenda to the present Agreement shall constitute an
integral part thereof.


9.4. As of
the day of the signing of the present Agreement all previous negotiations and
correspondence as regards matters stipulated hereunder shall become null and
void.  9.5.
Unilateral withdrawal from the fulfillment of the obligations and unilateral amendment
of the terms and conditions of the present Agreement shall be prohibited unless
in cases stipulated hereunder.  9.6. All
terms and conditions of the present Agreement shall be understood to be
confidential.  Either
Party shall take all and any required measures to prevent disclosure of the
present Contract to third parties without consent of the other Party.  Upon
demand of comptetent state bodies (law enforcement bodies, tax authorties,
etc.) either Party shall have the right to disclose the present Agreement to
said competent bodies without prior consent of the other Party.  Should
either Party infringe the requirements stipulated in this paragraph the Party
shall be held liable for losses incurred by the other Party.  9.7. The headings of
the articles in the present Agreement shall be used for convenience of
reference only and shall not be construed as either limiting or broadening the
meanings of the provisions stipulated hereunder.  9.8. The Parties
shall promptly notify each other in writing of any changes in their legal
forms, addresses, banking and other details.  10. Addresses, Banking Details and Signatures
of the Parties:  Principal:
  
  Agent:Closed joint-stock
  company TV DARYAL
  
  Closed
  joint-stock company Kompaniya
  TSVAddress:
  Room 4, 4 Akademika Korolyova Street, Moscow 129515
  Actual
  address: Bldg. 1, 16 Dokukina Street, Moscow 129226
  OGRN
  (Primary State Registration Number) 1027739313205
  TIN
  7716143718, KPP (Record Validity Code) 771701001Settlement account 40702810501600000917
  With
  OJSC ALFA-BANK, Moscow
  Correspondent
  account 30101810200000000593,
  BIC 044525593
  
  TV DARYAL ZAO
  16,
  Dokukina Str., 1, 129226, Moscow, Russian Federation
  Beneficiary
  account: 40702840101600000196
  Swift:
  CHASUSS33,
  Correspondent
  account No. 400927098 with JPMorgan
  CHASE
  BANK,New York, 4, New York
  Plaza, N.Y. 10004, USA
  
  Address:
  24 Akademika Pavlova Street, Moscow 121359
  Correspondent
  address: 25, Akademika Pavlova Street,
  Moscow
  121359
  TIN
  7731568585, KPP (Record Validity Code) 773101001OGRN (Primary State Registration Number)
  5077746859757
  Settlement
  account 4070 2810 3382 6011 0108
  With
  the Kievsky branch No. 5278
  Of
  OJSC Sberbank of Russia, Moscow
  Correspondent
  account 3010 1810 4000 0000 0225
  BIC
  044525225
  On
  behalf of the Principal
  
  On
  behalf of the Agent/s/ V.V. Kartashkov
  
  /s/ S.A. VasilievV.V. Kartashkov L.S.
  
  S.A. Vasiliev L.S.


Appendix #1 toAgencyAgreement#KT-355/1208datedDecember29th, 2008 (hereinafter referred to as the Agency
Agreement)  Moscow
  
  December 29th, 2008  TV DARYAL Closed Joint-Stock Company (OGRN
1027739313205), hereinafter referred to as the Principal, represented by its General Director
V.V.Kartashkov, acting on the basis of the Articles, on the one part, and  Kompaniya TSV Limited Liability Company
(OGRN 5077746859757), hereinafter referred to as the Agent, represented by its General Director S.A. Vasiliev,
acting on the basis of the Articles, on the other part, collectively referred
to as the Parties, made this Appendix #1 (Appendix) to the Agency Agreement
as follows:  Capitalized terms used herein and not otherwise defined herein shall
have the meaning ascribed to such terms in the Agency Agreement.  The Parties agree the basic factors to be taken into consideration when
defining the contractual price of the Services for broadcasting Federal
Advertising by the Television Channel when the Agent makes contracts with the
Clients.  1.  Upon
making transactions for advertising services, the Agent shall consider the
technical, sociologic and economic factors defining the conditions required for
providing services under each particular transaction. The initial information
for defining the contractual price of the services under a particular
transaction shall be agreed by the Agent with the Client upon development of
the media strategy and shall include the following details: period of time and
geographic area of the advertising campaign, total advertising budget of the
Client, target audience of the advertising materials, information on the market
of the Clients competitors and any other data required for a particular
advertising campaign.  2.  The
Parties agree that calculation of the contractual price of the services under
each particular transaction is based on multiple factors and functions and
there is no universal natural measure for quantitative evaluation of the
services.  The price (amount) of the contract shall be defined by free expression
of the Parties will subject to the market prices for the corresponding
services formed by demand and supply at the time of such transaction in the
corresponding area and all other particular conditions and circumstances of the
transaction.  3.  Upon
making a contract with any Clients and defining the contractual price of the
services provided under such contract, the Agent shall take the following
factors into consideration:  3.1. Demand in the market for advertising services in mass media.  3.1.1.Macroeconomic
factors.  ·purchasing
power of the population; ·aggregate
income growth index per capita; ·changes in the cost of the market basket and consumer prices in target groups.  3.2 Supply in the market of advertising services on air of television
companies.  3.2.1.   The Principals schedule
policy.  3.2.2. On-air environment of the Television Channel (what is
broadcasted on other channels at the same time).  3.2.3.Changes
in the Principals technical capabilities.  ·Increase of
the audience due to improvement of the signal quality. ·Increase
of the audience due to improved capacity of the transmitting equipment. ·Potential
appearance of new regional stations in the network of the television station. ·Obtaining
licenses for new broadcasting frequencies.  3.2.4 optimum amount of advertising from the point of television
watching practices.  3.3. The actual and forecasted audience (for hour time slots, for each
city and various target audiences) of shows and commercial blocks of the
Television Channel at the time when advertising is broadcasted and total
forecasted television audience.  The target audience includes potential television viewers with similar
sociographic or psychographic features:  ·sex ·region or
area of residence


·income
level ·education
level ·occupation ·number of
members of the household ·children in
the household ·religious
affiliation ·consumer habits and practices.  The forecasted audience shall be defined on
the basis of the available data for the previous period which are extrapolated
to the advertising period subject to the schedule of Network program blocks and
adjusted by seasonal fluctuations and other factors.  The data for defining the forecasted audience shall be provided by an independent sociological research company.  The period for data supply shall be defined by the independent
sociological research company.  3.4. Advertising campaign target audience.  The principal target groups are standard target audiences most often
used by the Clients by which the forecasted efficiency is evaluated:  ·  6-54 All ·  11 - 25 All ·11 - 34 All ·11 - 34 All Moscow ·14-24 All ·18 - 35 Women ·18 - 35 All ·18 - 54 Women ·18 - 54 Men ·18+ All ·18+ All Moscow ·18 - 44 Women ·18-44 All ·20 - 39 All ·25+ Women ·25-54 All ·6+ All  The numbers stand for age.  3.5. Forecasted reach of the advertising campaign.  The reach is a number of people from the target group who watched an
on-air event for at least one minute (in thousands of people).  3.6.Forecasted average frequency.  The frequency is the average number of contacts for each television
viewer in the selected target audience with the on-air event in question.  3.7. Special conditions of a particular contract  the scope of the
planned advertising campaign.  3.8.          Positioning.  Positioning means insertion of advertising materials at the initial,
final or any particular position within the commercial block.  3.9.Fixed
insertion.  Fixed insertion means insertion of advertising materials in the shows
and commercial blocks selected by the Client.  3.10.Floating insertion.  Floating insertion means insertion of advertising materials by
selecting shows and dates independent from the Client subject to the given
consolidated positions of the advertising order (planned efficiency level,
distribution of advertising on air depending on the time of day, etc.).  3.11.        The season of the
advertising campaign.  Seasonal fluctuations of demand for advertising services on air of the
Television Station from the Clients.  3.12. Competitiveness of the advertising campaign.


·Advertising
services for the Client with the latter requesting to place no commercials of
competing products or producers close to its advertising. ·Advertising
with the Clients request to place its commercials in certain shows or
commercial blocks next to advertising of certain products or services.  3.13. Advertising in one commercial of products and/or services of
several advertisers or several advertising objects.  3.14. Broadcasting commercials inside shows and in inter-show
commercial blocks.  3.15. Broadcasting commercials at certain time intervals (including
prime time).  Prime time is an uninterrupted period of time with the highest
television audience.  3.16. The number of
business days to the first broadcasting of a commercial on air of the
Television Station.  3.17. Social importance
of advertising.  The importance of a
particular advertising campaign and its purpose to achieve charitable or any other
goals valuable to the public as well as securing the state interests.  4. The Agent shall follow the current approved / established price
policy of the Principal and the assignment of the Principal to form the
contractual price of each particular agreement (transaction) for advertising
services on air of the Television Channel subject to the above-listed factors
which significantly effect the form of the services and correspondingly the
contractual price of each agreement (transaction).  5. This Appendix shall
take effect upon signing and shall form an integral part of the Agency
Agreement.  6. This Appendix is executed and signed in duplicate with the same
legal effect with one copy for each Party.  Signatures and Seals of the Parties:  Principal:
  
  Agent:/s/ V.V.
  Kartashkov
  
  /s/S.A. Vasiliev(V.V. Kartashkov) L.S.
  
  (S.A. Vasiliev) L.S.


Appendix # 2 (Procedure for Accepting and
Broadcasting Federal Advertising) to Agency Agreement No. KT-355/1208 of December 29, 2008 (hereinafter referred to as the Agency Agreement)  Moscow
  
  Date:
  December 29, 2008  Closed Joint-Stock Company TV DARYAL
(OGRN 1027739313205),
hereinafter referred to as the Principal,
represented by V.V. Kartashkov, General Director, acting on the basis of the
Articles of Association, on the one part, and  Closed Joint-Stock Company Kompaniya TSV (OGRN 5077746859757), hereinafter referred to as the Agent, represented by S.A. Vasiliev, General Director,
acting on the basis of the Articles of Association, on the other part, hereinafter
jointly referred to as the Parties, have signed this Attachment to the Agency
Agreement as follows:  This Attachment sets forth arrangements between the Agent and the
Principal with respect to the preparation, design and broadcast of the Federal
Advertising in the Network Program Block (including social advertising
disseminated on a paid basis), delivered by the Agent pursuant to the Agency
Agreement. Capitalized terms used herein but not otherwise defined herein shall
have the meanings defined in the Agency Agreement.  1. Acceptance and broadcast of Federal Advertising:  1.1.
The Agent shall accept Advertisements from Clients in PAL format with
synchronized sound and time code on Betacam SP tapes (hereinafter referred to
as the tapes).  1.2.
The Agents representatives shall deliver to the Principal (to Bldg. 1, 16
Dokukina Street, Moscow) the tapes with video records of the Advertisements and
accompanying documents (Advertising Spot Order
Forms)according to the following schedule:  Advertisement broadcast
  schedule delivery day
  
  Tape delivery time
  
  Day of broadcasting
  advertisements in the Network
  Program BlockMonday
  
  17:00
  
  Next
  FridayTuesday
  
  17:00
  
  Next
  Saturday, SundayWednesday
  
  17:00
  
  Next
  MondayThursday
  
  17:00
  
  Next
  Tuesday, WednesdayFriday
  
  17:00
  
  Next
  Thursday  The Principal shall notify
the Agent beforehand of changes in advertising materials delivery deadlines on
holidays.  1.3.A Tape with recorded advertising shall be supplied with an Advertising
Spot Order Form.  The Advertising Spot Order Form shall
contain the following details:  ·Tape number; ·Spot start and end
time codes (with the accuracy to a frame); ·Spot title and version; ·Frame timing
information (with the accuracy to a frame); ·Spot ID.  The frame timing of the Spot
shall be multiple precisely to 5 (five) seconds.  1.4. The Advertising video
record shall comply with the technical specifications of GOST-7845-92,
OST-58-10-87, PTE-2001 Part 1 Television as well as with requirements
set by the Principal and the television technical centers quality control
department as regards television records.  1.5. In case of an urgent need for the re-cutting of
completed advertising blocks the Agent shall deliver to the Principal (traffic
department) Re-Cutting Orders. Re-cutting shall be done provided that the
Principal possesses the required technical facilities.  1.6. If the video recording of an Advertisement fails
to comply with the requirements set forth in Paragraph 1.4 of this Attachment
the Principal (traffic department) shall promptly (within 24 hours) notify the
Agent of each event of said failure.  A
video record can be replaced by the Agent with another one, provided that the
time requirements stipulated in Paragraph 1.5 of this Attachment are met.  16


2. Principals Manager
Terminal:  2.1. The Agent shall provide
the Principal with access (via Internet, dial-up or dedicated line connection)
to the localized version of the Television Advertising Placement System,
containing data on the Federal Advertising placements (hereinafter referred to
as the Federal Advertising TAPS) and shall maintain its proper operation. The quantity of terminals shall be agreed upon with the Principal.  2.2.
The Principals remote manager terminal shall allow access for the Principals
managers to the following information, including for editing purposes:  ·Network Program Block
programming schedule identifying advertising spots available; ·Total time allocated
to and booked for the Network Advertising within the Network Program Block
programming schedule; ·Advertising block
spots booked; ·Advertised product
category; ·The Client company; ·Information about
Russian and international author works used in advertising spots.  2.3. The Agent shall deliver to the Principal
an electronic Placement Form for Federal Advertising by means of a Special
Report installed on the Principals remote manager terminal.  2.4. The Principals managers shall download
the electronic advertising Placement Form according to the following
schedule:  Advertisement broadcast
  schedule delivery day
  
  Advertisement broadcast
  schedule delivery time
  
  Day of broadcasting
  advertisements in the Network
  Program BlockMonday
  
  12:00
  
  Next
  FridayTuesday
  
  12:00-13:00
  
  Next
  Saturday, SundayWednesday
  
  12:00
  
  Next
  MondayThursday
  
  12:00
  
  Next
  Tuesday, WednesdayFriday
  
  12:00
  
  Next
  Thursday  2.5. Electronic Placement Forms shall contain
the following details:  ·The placement date
(date, month, week day, year); ·Description of all
(in-program and between-program) advertising blocks; ·Reference as to in
which advertising break the advertising block is scheduled to be broadcast
within the Network Program Block programming schedule (within which program or
prior to which program the advertising block is scheduled to be broadcast); ·Title, version and
timing information for each advertising spot in the block; ·Number of the tape on
which the advertising spot is recorded, the tape time code and the advertising
spot ID; ·Positioning of the
advertising spot, if any; ·Sequence of advertising
spots in the block; ·Timing information
for the entire length of the block; ·Timing information
for all blocks of the day.  3.
This Attachment has been executed and signed in two counterparts, each
counterpart having equal legal effect, one counterpart for each Party.   Signatures and Seals of the
Parties:  Principal:
  
  Agent:/s/ V.V.Kartashkov
  
  /s/S.A. Vasiliev(V.V.Kartashkov) L.S.
  
  (S.A. Vasiliev) L.S.
  17


Appendix # 3 to Agency Agreement No.KT-355/1208 of December 29, 2008 (hereinafter referred to as the Agency Agreement)  Moscow
  
  Date: December 29, 2008  Closed Joint-Stock Company TV DARYAL
(OGRN 1027739313205),
hereinafter referred to as the Principal,
represented by V.V. Kartashkov, General Director, acting on the basis of the
Articles of Association, on the one part, and  Closed Joint-Stock Company Kompaniya TSV
(OGRN 5077746859757),
hereinafter referred to as the Agent,
represented by S.A. Vasiliev, General Director, acting on the basis of the
Articles of Association, on the other part, hereinafter jointly referred to as
the Parties, have signed this Attachment No. 3 (hereinafter referred to as
the Attachment) to the Agency Agreement as follows:  Capitalized terms used herein and not otherwise defined herein shall
have the meanings defined in the Agency Agreement.  1. The Parties have agreed to approve the following template of the
Agents Report (hereinafter referred to as the Report) to be submitted by the
Agent to the Principal according to the procedure and within the deadlines
stipulated in Paragraph 4.14 of the Agency Agreement.  To: V.V. Kartashkov General Director Of CJSC TV DARYAL  AGENTS REPORT No. XXXX of XX XXXXXX, 200X  Under Agency Agreement No. KT-355/1208 of December 29, 2008  Pursuant
to the terms and conditions of Agency Agreement No. KT-355/1208 of December 29, 2008
(hereinafter referred to as the Agency Agreement), in XXXXX (reporting period),
the Agent performed at the Principals instruction the following legal and
other acts; said acts related to the sale of services on placing advertisements
in the Network Program Block were performed on behalf of the Agent and at the
expense of the Principal:  1.
The Agent provided the Principal with access to the localized version of the
Computer-Based Television Advertising Placement System containing data on the
Federal Advertising placements (hereinafter referred to as the Federal
Advertising TAPS) under transactions entered into by the Agent on its behalf
and at the Principals expense, advertising placements under said transactions
specified in Attachment No. 1 to this Report were made by the Principal
during the Reporting Period; the Agent planned advertising campaigns (pursuant
to Paragraph 1.6.3 of the Agreement to the Agency Agreement) under said
transactions in the Federal Advertising TAPS; the Agent complied and updated on
a regular basis in the Federal Advertising TAPS catalogues containing the
details specified in Paragraph 1.6.4 of the Agreement to the Agency Agreement.  For
the purpose of conducting advertising campaigns (under the transactions specified
hereunder above) the Agent performed the following related (including
preparatory) acts:  1.1.
The Agent stored the information obtained from the Network Program Block
programming schedule provided by the Principal in the Federal Advertising TAPS
and kept said information up-to-date, updated said information based on the
data about changes in said information, provided by the Principal.


1.2.
After the transmission of programs and advertising blocks with the Federal
Advertising delivered under the transactions specified in Paragraph 1 of this
Report the Agent brought the Network Program Block programming schedule in line
with the actual programming schedule: corrected the broadcast time of
television programs, advertising blocks and performed other acts aimed at
bringing the Network Program Block programming schedule in line with the actual
programming schedule.  1.3.
The Agent estimated the forecast proportion of the audience of programs and
advertising blocks (advertising blocks of the Federal Advertising delivered in
connection with advertising campaigns under the transactions specified in
Paragraph 1 of this Report) and analyzed the actual values obtained. The Agent
made a forecast of the total television audience volume.  1.4.The Agent regulated volumes of the Federal
Advertising, including based on the advertiser and the advertised product.  2.
The Agent accepted Federal Advertising materials from Clients under the
transactions specified in Paragraph 1 of this Report and performed the
following acts as regards said advertising materials:  2.1.
The Agent checked if the information contained in the Federal Advertising
materials was consistent with the Principals creative concept and editorial
policy.  2.2.
The Agent checked if the contents of the Federal Advertising were compliant
with effective Russian law.  2.3.
The Agent adapted the Federal Advertising, including adaptation to requirements
and restrictions set forth by the Russian advertising legislation and the
Principals requirements.  2.4.
The Agent planned the programming schedule of the Federal Advertising blocks in
the Network Program Block.  2.5.
The Agent delivered advertising materials containing Federal Advertising at:
Bldg. 1, 16 Dokukina Street, Moscow, according to the procedure for providing
and broadcasting Federal Advertising approved by the Agent and the Principal in
Attachment No. 2 to the Agency Agreement.  2.6.
The Agent generated a digital archive of the Federal Advertising (as per
Paragraph 1.10 of the Agreement of December 29, 2008 to the Agency
Agreement).  3.
The Agent performed other acts related to the transactions specified in
Paragraph 1 of this Report, in addition to those listed above:  3.1.
The Agent received from Clients, registered, systematized, provided electronic
and paper copies of, in a format localized for further use by the Principal,
information about music authors, texts and videos used in the advertising
materials broadcast in the Network Program Block.  3.2.
The Agent provided the Principal with data required for generating broadcast
statements as regards Federal Advertising campaigns.  3.3.
The Agent provided data required for generating edit lists of the programming
schedule for broadcasting Federal Advertising in the Network Program Block.  4.
For the purpose of executing the Principals instructions related to the sale
to Clients of advertising services the Agent:  4.1.
Provided weekly consultations and submitted recommendations as regards the
programming of the Network television broadcast time (Paragraph 1.2.1-1.2.3 of
the Agreement to the Agency Agreement).  4.2.Performed acts aimed at determining the need for broadcasting social advertising in the Network Program Block not booked for other commercial types of advertising.


4.4.
Handled operations related to the resolution of disputes and claims under
agreements with Clients that failed to execute their agreements (Clients that
failed to pay for advertising services). Information about conducted operations
related to the resolution of disputes and claims is specified in Attachment No.
2 to this Report.  Position
  of the Agents authorized representative
  
  
  
  
  /XXXXXX/L.S.
  
  Full
  nameChief
  Accountant
  
  
  /XXXXX/L.S.
  
  Full
  name  Attachment No. 1 of XX XXXX, 200X to the Agents Report No. XX of XX XXX 200X  List of
  transactions entered into by the Agent on its behalf and at the Principals
  expense, under which advertisements were broadcast by the Principal during
  the Reporting Period specified in the Agents Report:  Document number
  
  Document 
  date
  
  Client name
  
  Brand
  
  Cost of the 
  Principals 
  advertising 
  services
  
  Including 
  VAT of 
  18%XXXXXXXXXX
  
  XXXXXXXX
  
  XXXXXXXX
  
  XXXXXXXX
  
  XXXXXXXX
  
  XXXXXXXXXXXXXXXXX
  
  XXXXXXXX
  
  XXXXXXXX
  
  XXXXXXXX
  
  XXXXXXXX
  
  XXXXXXTOTAL
  
  XXXXXXXX
  
  XXXXXXXX
  
  XXXXXXXXX
  
  XXXXXXXX
  
  XXXXXX  XXXXXXXXXXX
  
  /XXXXXXXX/Position
  and signature of the Agents authorized representative
  
  Signature
  Full
  nameChief
  Accountant
  
  /XXXXXXXX/L.S.
  Signature
  Full
  name  Attachment No. 2 of XX XXXX, 200X to the Agents Report No. XX of XX XXX, 200X  Operations
  related to handling disputes and claims, conducted by the Agent in the
  Reporting Period specified in the Agents Report:


Date, Document 
  number
  
  Client name
  
  Brand
  
  Outstanding amount
  
  Including 
  VAT of 18%
  
  Claim
  submission 
  date
  
  CommentsXXXXXXXXXX
  
  XXXXXXX
  
  XXXXXXX
  
  XXXXXXX
  
  XXXXXXXX
  
  XXXXXX
  
  XXXXXXXXXXXXXXXX
  
  XXXXXXX
  
  XXXXXXX
  
  XXXXXXX
  
  XXXXXXXX
  
  XXXXX
  
  XXXXXX  XXXXXXXXXX
  
  /XXXXXXXX/Position
  and signature of the Agents authorized representative
  
  Signature
  Full
  nameChief
  Accountant
  
  /XXXXXXXX/L.S.
  Signature
  Full
  name  2. The Parties have agreed that when drawing up the Agents Report the
Agent shall adhere to the template specified above. It does not imply that the
Agent shall not be allowed to modify said template, in particular, the Agent
may specify additional information for a corresponding Reporting Period.  3. This Attachment shall constitute an integral part of the Agency
Agreement. With respect to all and any other matters not stipulated by this
Attachment provisions of the Agency Agreement and other Attachment thereto
shall be applied.  4. This Attachment shall
come into effect upon its signing by the Parties and shall remain effective
during the whole duration period of the Agency Agreement.  5. This Attachment has been executed and signed in two
counterparts of equal legal effect, one for each Party.  Signatures and Seals of the Parties:  Principal:
  
  Agent:/s/V.V. Kartashkov
  
  /s/S.A. Vasiliev(V.V. Kartashkov)  L.S.
  
  (S.A. Vasiliev)  L.S.


Appendix # 4  to Agency Agreement # KT-355/1208
dated December 29th, 2008  (hereinafter referred to as
the Agency Agreement)  Moscow
  
  December 29th, 2008  TV DARYAL Closed Joint-Stock Company (OGRN 1027739313205),
hereinafter referred to as the Principal, represented by its General
Director V.V.Kartashkov, acting on the basis of the Articles, on the one part,
and  Kompaniya TSV Closed Joint-Stock Company (OGRN
5077746859757), hereinafter referred to as the Agent, represented by its
General Director S.A.Vasiliev, acting on the basis of the Articles, on the
other part, collectively referred to as the Parties, made this Appendix #4
(hereinafter referred to as the Appendix) to the Agency Agreement as
follows:  Capitalized terms used
herein and not otherwise defined herein shall have the meaning ascribed to such
terms in the Agency Agreement.  1. The Parties have agreed the following form of the
Statement which they shall execute and sign in compliance with the procedure
and within the terms specified in Clause 4.14 of the Agency Agreement.  STATEMENT  under Agency Agreement # KT-355/1208 dated December 29th,
2008  (hereinafter referred to as the Agreement)  forXXXXXXXXXX, 200X  Moscow
  
  XXXXX XX, 200X.  TV DARYAL Closed Joint-Stock Company (OGRN
1027739313205), hereinafter referred to as the Principal, represented byXXXXXXXXXX, acting on the basis of XXXXXXXXXX, on the one part,  Kompaniya TSV Closed Joint-Stock Company (OGRN
5077746859757), hereinafter referred to as the Agent, represented byXXXXXXXXX, acting on the basis of XXXXXXXXX, on the other part,  collectively referred to as the Parties, signed the
following Statement:  1. In compliance with the Agreement the Agent inXXXXXXX, 200X (in the reporting period) completed upon the Principals instructions
the following legal and other actions on its behalf and at the Principals
request for selling advertising services on air of the Television Channel for
Federal advertising (hereinafter referred to as the advertising services, classic
advertising) provided by the Principal in the reporting period (Agents Report
of XXXXXXXXX XX,XXXX.).  The Agent properly fulfilled the Agents assignement
in the Reporting Period.  2. The Principal provided all the advertising
services under transactions with the Clients made by the Agent on its behalf
and at the Principals expense.  3. As of the date of this Statetement:  Amount in US
  dollars
  
  VAT
  18%
  
  Total in US
  dollars
  
  Rate by
  
  Amount
  in 
  rubles
  
  
  
  Total
  in
  rubleswithout VAT
  
  in US
  dollars
  
  with VAT
  
  the CB
  RF
  
  without
  VAT
  
  VAT
  18%
  
  with
  VAT3.1. The price of advertising services
  provided by the Principal under client agreements made by the Agent:3.1.1. Total cost of advertising services
  provided during the reporting period


To
  the clients making payments in rubles under contracts where the price of
  services is agreed in US dollarsTo
  the clients making payments in rubles under contracts where the price of
  services is agreed in rubles of the Russian FederationTo
  the clients making payments in US dollars3.1.2. The cost of the paid services
  within the current periodBy
  the Clients making payments in rubles under contracts where the price of
  services is agreed in US dollarsBy
  the Clients making payments in rubles under contracts where the price of the
  services is agreed in rubles of the Russian FederationBy
  the clients making payments in US dollars3.1.3. The cost of unpaid services within
  the current periodBy
  the Clients making payments in rubles under contracts where the price of
  services is agreed in US dollars


By
  the Clients making payments in rubles under contracts where the price of the
  services is agreed in rubles of the Russian FederationBy
  the clients making payments in US dollars3.2. Settlements of the Agent with the
  clients regarding the services:3.2.1. Initial advance payments of the
  clientsAdvance
  payments by the clients making payments in rubles under contracts where the
  price of services is agreed in US dollarsAdvance
  payments by the clients making payments in rubles under contracts where the
  price of services is agreed in rubles of the Russian FederationAdvance
  payments by the clients making payments in US dollars3.2.2. Initial debt of the clientsDebt
  of the clients making payments in rubles under contracts where the price of
  services is agreed in US dollars


Debt
  of the clients making payments in rubles under contracts where the price of
  services is agreed in rubles of the Russian FederationDebt
  of the clients making payments in US dollars3.2.3. Cash inflowPayments
  for advertising services received from clients making payments in rubles
  under contracts where the price of services is agreed in US dollars
  
  received
  as advance paymentsPayments
  for advertising services received from clients making payments in rubles
  under contracts where the price of services is agreed in rubles of the
  Russian Federation
  
  received
  as advance paymentsPayments
  received from clients making payments in US dollars
  
  received
  as advance payments3.2.4. Refundsto
  the clients making payments in rubles under contracts where the price of
  services is agreed in US dollars


to
  the clients making payments in rubles under contracts where the price of
  services is agreed in rubles of the Russian Federationto
  the clients making payments in US dollars3.2.5. Advance payments made by the
  clients as of the end of the reporting periodAdvance
  payments by the clients making payments in rubles under contracts where the
  price of services is agreed in US dollarsAdvance
  payments by the clients making payments in rubles under contract where the
  price of services is agreed in rubles of the Russian FederationAdvance
  payments made by the clients making payments in US dollars3.2.6. Debt of the clients at the end of
  the reporting periodDebt
  of the clients making payments in rubles under contracts where the price of
  services is agreed in US dollars


Debt
  of the clients making payments in rubles under contract where the price of
  services is agreed in rubles of the Russian FederationDebt
  of the clients making payments in US dollars3.3. Non-sale profitsReceived
  from the clients making payments in rubles:including:penalty
  for overdue paymentspenalty
  for overdue notice of refusal from advertising servicesReceived
  from the clients making payments in US dollars:including:penalty
  for overdue paymentspenalty
  for overdue notice of refusal from advertising services3.4. Settlements between the Principal
  and the Agent3.4.1.
  Detained at the Agents settlement account as the Agency Fee in compliance
  with Clause 4.9 of the Agency Agreement.3.4.2. The funds transferred for
  advertising services to the Principals accountOut
  of the funds received from the clients making payments in rubles under
  contracts where the price of services is agreed in US dollars, including:not
  transferred as of                       
  , 200  .received
  in                      
  ,200  .Out
  of the funds received from the clients making payments in rubles under
  contracts where the price of services is agreed in rubles of the Russian
  Federation, including:


not
  transferred as of                      
  , 200  .received
  in                       
  ,200  .Out
  of the funds received from the clients making payments in US dollars, including:not
  transferred as of                         
  , 200  .received
  in                  
  ,200  .3.4.3. The funds credited for advertising
  services:Out
  of the funds received from the clients making payments in rubles under
  contracts where the price of services is agreed in US dollars, including:not
  transferred as of                       
  , 200  .received
  in                       
  ,200  .Out
  of the funds received from the clients making payments in rubles under
  contracts where the price of services is agreed in rubles of the Russian
  Federation, including:not
  transferred as of                      
  , 200  .received
  in                      
  ,200  .Out
  of the funds received from the clients making payments in US dollars, including:not
  transferred as of                      
  , 200  .received
  in                      
  ,200  .3.4.4. Not transferred to the Principal
  as of                  200  .Out
  of the funds received from the clients making payments in rubles under
  contracts where the price of services is agreed in US dollars, including:Out
  of the funds received from the clients making payments in rubles under
  contracts where the price of services is agreed in rubles of the Russian
  Federation, including:Out
  of the funds received from the clients making payments in US dollars, including:


4. The Parties have agreed the following calculation of the
Agency Fee for the reporting period:  For the reporting month
  
  Agency Fee (rubles)Gross income
  
  Actual
  gross
  income
  without
  VAT (US
  dollars)
  
  Rate by the CB RF
  (at the date of this
  Statement)
  
  Actual
  gross
  income
  without
  VAT
  (rubles)
  
  without
  VAT
  
  VAT 18%
  
  Total with
  VAT4.1. Profits from sale of advertising services in the
  reporting period:4.1.1. under transactions the price of which is agreed in
  rubles4.1.2. under transactions the price of which is agreed in
  US dollars4.2. Penalties, fines including termination fees
  under transactions made by the Agent in the reporting period:4.2.1. under transactions the price of which is agreed in
  rubles4.2.2. under transactions the price of which is agreed in
  US dollarsTOTAL:  Amount
  with VAT
  (rub.)
  
  VAT
  (18%)
  (rubles)4.2.3.
  The Parties have verified the settlements for the reporting month for payment
  of the Agency Fee:Advance payment issued to the Agent prior to the
  beginning of the month
  
  0.00
  
  0.00Amount of the Principals debt as of the beginning
  of the month
  
  0.00
  
  0.00Accrued Agency Fee for the reporting period
  
  0.00
  
  0.00Debt paid by the Principal for the last month
  
  0.00
  
  0.00Retained at the Agents settlement account for the
  reporting month
  
  0.00
  
  0.00Advance payment issued to the Agent as of the end of
  the month
  
  0.00
  
  0.00Amount of the Principals debt as of the end of the
  month
  
  0.00
  
  0.00  5.
  This Statement is made in duplicate with the same legal effect with one copy
  for each Party.6.
  This Statement shall take effect when signed by the Parties.  Signatures and seals of the Parties:Principal :
  
  Agent :Seal here
  
  Seal here/XXXXXXXX/
  
  
  
  /XXXXXXX/Signature Name
  
  Signature Name


2. The Parties have agreed to use this form for the Statement. However
it does not mean that they may not deviate from this form in particular if they
consider it necessary to include any other relevant information for the
corresponding reporting period.  3. This Appendix shall take effect when signed by the Parties and shall
remain in force during the duration of the Agency Agreement. This Appendix
shall form an integral part of the Agency Agreement.  4. This Appendix is made and signed in duplicate with the same legal
effect with one copy for each Party.   Signatures and Seal of the Parties:Principal:
  
  Agent:/s/ V.V. Kartashkov
  
  /s/ S.A. Vasiliev(V.V. Kartashkov) Seal here
  
  (S.A. Vasiliev) Seal here