Exhibit 10.63  Confidential
Materials omitted and filed separately with the Securities and Exchange
Commission.  Asterisks denote omission.  SHARE PURCHASE AGREEMENT  THIS SHARE PURCHASE AGREEMENT is entered into on December 18,
2007  by and between Mr. Serguey
Anatolievich Kalvarsky, a citizen of the Russian Federation, bearing passport
numberNo
[**] issued by OVD Bogorodskoye, Moscow on February 2, 2000 with his
registered address at [**], and Mr. [**], a citizen of the Russian
Federation, bearing passport number No [**] issued by 84 office of militia of
Krasnoselsky district of St. Petersburg on November 15, 2003 with his
registered address at [**](each,  a Seller and collectively, the Sellers),
from one side, and CJSC CTC NETWORK, a company organised and existing under
the laws of the Russian Federation, having its registered office at 3rd
Khoroshevskaya str., 12, 123298, Moscow, Russia (CTC Network), and CTC Media, Inc.,
a Delaware corporation with its registered office at 2711 Centerville Road,Suite 400, 19808Wilmington, Delaware, USA (CTC
Media),fromthe other
side.  CTC Network and CTC Media are
hereinafter collectively referred to as the Purchaser.  WITHNESSETH:  WHEREAS, the Sellers are the founders and participants of Soho Media
LLC, a limited liability company organized under the laws of the Russian
Federation, registered by Interdistrict Tax Inspection No. 46, Moscow on November 16,
2007, registration number 1077762535916, having its registered office at 16-1
Valdayskiy proyezd, Moscow, Russia (the Company). The charter capital of the
Company is divided into two participatory shares. Each of the Sellers owns one
participatory share in the Company. The participatory share of Mr. Serguey
Anatolievich Kalvarsky amounts to RUR 8,000 and represents 80% of the charter
capital of the Company and the participatory share of Mr. [**] amounts to
RUR 2,000 and represents 20% of the charter capital of the Company.  WHEREAS, the Purchaser is willing to acquire from the Sellers and the
Sellers are willing to sell to the Purchaser their participatory shares in the
Company subject to the terms and conditions hereinafter set forth:  NOW, THEREFORE, the party hereto agrees as follows:  1.DEFINITIONS  As used in this Agreement, unless expressly otherwise stated or evident
in the context, the following terms shall have the following meanings and the
singular (where appropriate) shall include the plural and vice versa.  Any references to appendices or sub-headings shall
mean the appendices and sub-headings of this Agreement:  1.1
  Agreement
  shall mean this Share Purchase Agreement
  and the Appendices hereto.  1


1.2
  Company
  shall have the meaning set out in the
  recitals of this Agreement.1.3
  Completion
  shall mean discharge of the Purchasers
  obligations to purchase, and respective Sellers obligations to sell, the
  Shares.1.4
  Completion Accounts
  shall mean the financial statements of the
  Company as at the Completion Date prepared in accordance with all applicable
  Russian accounting rules and regulations.1.5
  Completion Date
  shall mean January 25, 2008 or such
  later date as shall be mutually agreed between the Purchaser and the Seller
  Representative.1.6
  Confidential Information
  shall have the meaning set out in
  Article 10.6.1.7
  CTC Network
  shall have the meaning set out in the
  introductory paragraph of this Agreement.1.8
  CTC Media
  shall have the meaning set out in the
  introductory paragraph of this Agreement.1.9
  Damages
  shall have the meaning set out in
  Article 9.1.10
  Disability
  shall meanthe inability of Mr. Kalvarsky, due
  to a physical or mental disability for a period of ninety days (whether or
  not consecutive) during any three hundred sixty day period, to perform the
  services contemplated under his contract of employment with the Company.1.11
  EBIT
  shall mean the earnings before interest
  expenses and interest income, and profit tax provision or benefit for the
  Company as per audited annual accounts prepared in accordance with US GAAP,
  excluding the amortisation of any purchase price adjustments related to
  intangible assets pushed down into the Companys accounts by the Group.1.12
  Financial Year
  shall mean the period between 1 January to
  31 December.1.13
  Group
  shall mean CTC Media and each of its
  subsidiaries.1.14
  Key Performance Indicators
  shall have the meaning set out in
  Article 0.1.15
  Ordinary Course of Business
  shall mean the ordinary course of business
  of Company and, prior to its incorporation, the Predecessor, consistent with
  past customs and business practices and always in accordance with good and
  sound business practice.1.16
  Other Channel FTA Hours
  shall have the meaning set out in
  Article 3.5(a)(ii)a.  2


1.17
  Party
  shall mean the Sellers and the Purchaser,
  as the context may require, and Parties shall be construed accordingly.1.18
  Performance Report
  shall mean, with respect to any Financial
  Year, a report prepared by the Purchaser no later than 45 days following the
  end of such year, setting out the extent to which the Key Performance
  Indicators for such year have been achieved and, to the extent any Key
  Performance Indicators have not been achieved and/or there has been
  adjustment to the relevant Earn Out Payment pursuant to Articles 3.5(a)(i),
  3.5(b), 7.6 and/or 9, showing the calculation of the deductions from such
  Earn Out Payment.1.19
  Predecessor
  shall mean, collectively, Tango LLC and
  Soho Production LLC1.20
  Production Business
  shall mean the business of creating,
  developing and/or producing programming, films or pilots for television
  broadcasting.1.21
  Purchaser
  shall have the meaning set out in the introductory
  paragraph of this Agreement.1.22
  Purchase Price
  shall have the meaning set out in
  Article 3.2.1.23
  Relevant Audience Share
  shall have the meaning set out in
  Article3.5(a)(ii)b.1.24
  Ruble Equivalent
  shall mean, with respect to any US dollar
  amount, such US dollar amount multiplied by the Russian ruble to US dollar
  exchange rate established by the Central Bank of Russia on the relevant
  payment date.1.25
  RUR
  shall mean Russian rubles.1.26
  SEC
  shall mean the US Securities and Exchange
  Commission.1.27
  Seller Representative
  shall
  mean MR. SERGUEY ANATOLIEVICH KALVARSKY.1.28
  Seller Bank Account
  shall mean, with respect to each Seller,
  the bank account set out under such Sellers name below:
  [**]1.29
  Sellers
  shall have the meaning set out in the
  introductory paragraph of this Agreement.1.30
  Shares
  shall mean a participatory share amounting
  to RUR 8,000 (80% of the charter capital of the Company), which belongs to
  MR. SERGUEY ANATOLIEVICH KALVARSKY, and a participatory share amounting to
  RUR 2,000 (20% of the charter capital of the Company, which belongs to MR.
  [**].  3


1.31
  Taxes
  shall mean all income tax, value-added tax,
  transfer tax, excise tax, property tax, stamp duty and any other taxes and
  similar charges, (including, without limitation, social security charges)
  imposed by any authority, including all penalties and interest.1.32
  Termination Without Cause
  shall mean any termination of Mr. Kalvarskys employment contract by the
  Company for a reason other than circumstances which entitle the Company to
  terminate his employmenton the grounds of his misconduct and/or dishonesty and/or
  gross negligence and/or any other ground stated expressly in the contract of
  employment between the Company and him which permits the Company to terminate
  his contract of employment without notice.1.33
  TV Product
  shall mean anytelevision series, sitcom, show or made
  for TV movie.1.34
  US GAAP
  shall mean US generally accepted accounting
  principles.1.35
  Warranties
  shall have the meaning set out in
  Article 7.1.36
  Working Capital
  shall be equal to current assets less
  deferred expenses that arenot related to the
  production of TV Product lesscurrent
  liabilities of the Company as presented in the Completion Accounts.1.37
  2008 Earn Out Payment
  shall have the meaning set out in
  Article 3.5(b).1.38
  2009 Earn Out Payment
  shall have the meaning set out in Article 3.5(b).1.39
  2010 Earn Out Payment
  shall have the meaning set out in
  Article 3.5(b).  2.SUBJECT OF THE TRANSACTION  Subject to the
terms and conditions herein set forth each Seller agrees to sell to the
Purchaser, and the Purchaser agrees to purchase from each Seller, the Shares in
the Company. As between CTC Network and CTC Media, the Purchaser shall purchase
Shares pro rata from each of the Sellers as follows:  4


Percentage of
  charter capital
  in the
  Company
  acquired from
  Mr. Kalvarsky
  
  Percentage of
  charter capital
  in the Company
  acquired from
  Mr. [**]
  
  Resulting
  overall
  percentage in
  the CompanyCTC
  Network
  
  79.20
  %
  19.80
  %
  99.00
  %CTC
  Media
  
  0.80
  %
  0.20
  %
  1.00
  %  Notwithstanding any other provision of this Agreement to the contrary,
in no event shall the Purchaser be obligated to purchase any Share unless it is
able to purchase all of the Shares.  3.AGGREGATE CONSIDERATION; PURCHASE PRICE; EARN OUT PAYMENTS
AND ADJUSTMENTS  3.1Aggregate Consideration  The total consideration payable by the Purchasers to the Seller in
connection with the transactions contemplated by this Agreement shall be the
sum of the Purchase Price and the Earn Out Payments actually paid.  3.2Purchase Price  The purchase price for the Shares shall be the Ruble Equivalent of US$
4,000,000 (four million) less the sum of (i) the amount of any
indebtedness of the Company as set out in the Completion Accounts and (ii) if
Working Capital as presented in the Completion Accounts is negative, the amount
by which current liabilities of the Company exceeds the sum of (i) current
assets of the Company less (ii) deferred expenses of the Company that are
not related to the production of TV Product, in each case, as presented in the
Completion Accounts (the result of such calculation being hereinafter referred
to as the Purchase Price). Promptly following Completion, the Purchase Price
shall be paid to the Sellers pro rata based on their respective ownership
levels in the Company immediately prior to Completion.  3.3Earn Out Payments  In addition to the Purchase Price, the Purchase shall
pay to the Sellers the 2008 Earn Out Payment, the 2009 Earn Out Payment and the
2010 Earn Out Payment (collectively, the Earn Out Payments), which payments
shall be calculated in accordance with Article 3.5(b).Each Earn Out Payment shall
be made by the Purchaser, subject to the adjustments provided herein, to the
Sellers pro rata based on their respective ownership levels in the Company
immediately prior to Completion.The Earn Out Payments shall be paid as follows:  (a)The Purchaser will pay the 2008 Earn Out Payment,
which shall be equal to the Ruble Equivalent of US$ 2,000,000 (two million)
less the deductions and adjustments set out in Article 3.5(b), within 10
working days from the date of  5


filing
of CTC Medias 2008 annual report on Form 10-K with the SEC, provided that
a Performance Report for 2008 has been signed by the Purchaser and the Seller
Representative;  (b)The Purchaser will pay the 2009 Earn Out Payment,
which shall be equal to the Ruble Equivalent of US$ 2,000,000 (two million)
less the deductions and adjustments set out in Article 3.5(b),  within 10 working days from the date of
filing of CTC Medias 2009 annual report on Form 10-K with the SEC,
provided that a Performance Report for 2009 has been signed by the Purchaser
and the Seller Representative; and  (c)The Purchaser will pay the 2010 Earn Out Payment,
which shall be equal to the Ruble Equivalent of US$ 2,000,000 (two million)
less the deductions and adjustments set out in Article 3.5(b), within 10
working days from the date of filing of CTC Medias 2010 annual report on Form 10-K
with the SEC, provided that a Performance Report for 2010 has been signed by
the Purchaser and the Seller Representative;  provided, however,
if at any time before the payment of the 2010 Earn Out Payment in 2011, CTC
Media is no longer required to file an annual report (on Form 10-K or any
successor form) with the SEC, any remaining Earn Out Payment shall be made on
or around March 31 of the relevant year.  3.4Payment of Purchase Price and Earn Out Payments  The Purchase Price and each Earn Out
Payment shall be paid in RUR in immediately available funds to the Seller Bank
Accounts and shall be paid by the Purchaser to the Sellers net of any Taxes
that the Purchaser is required to pay on behalf of the Sellers in connection
with the sale and purchase of the Shares. 
Each Partys obligations relating to payment of Taxes shall be
determined in accordance with  applicable
tax legislation.  3.5The Purchase
Price and Earn Out Payment Adjustments  (a)The Purchase
Price and Earn Out Payments are subject to the following conditions subsequent:  (i)Mr. Kalvarsky shall be a continuous full-time
employee of the Company serving as a manager located in Moscow, Russia from the
Completion Date up to and including 31 December 2010 and each of the
Sellers shall be subject to the provisions of Article 10 (Non-competition; Non-solicitation and Confidentiality Commitment).  If (A) Mr. Kalvarsky fails for any
reason (including, without limitation, Disability) to continue to be so
employed by the Company other than as a result of a Termination Without Cause
or death or (B) either Seller breaches of any of his obligations set out
in Article 10 hereof  (i) on or
before 31 December 2009 then the Sellers shall be jointly and severally
liable to repay the Purchase Price and Earn Out Payments previously paid to
them and the Purchaser shall not be obligated to make any further Earn Out
Payments, or (ii) after 31 December 2009 but on or before 31 December 2010
then the Sellers are jointly and severally  6


liable
to repay any Earn Out Payments already paid to them (but not the Purchase
Price) and the Purchaser shall not be obligated to make any further Earn Out
Payments.  In the event that
Mr. Kalvarsky dies before January 1, 2009 while he is still a full
time employee of the Company and in compliance with Article 10 (Non-competition; Non-solicitation and Confidentiality Commitment),
the Purchaser shall not be obligated to make any Earn Out Payment to Mr. Kalvarsky,
his heirs or estate.  If Mr. Kalvarsky
dies on or after January 1, 2009 while he is still a full time employee of
the Company and in compliance with Article 10 (Non-competition;
Non-solicitation and Confidentiality Commitment), the Purchaser
shall only be obligated to pay to Mr. Kalvarskys heirs a pro rata portion
of each Earn Out Payment payable hereunder to Mr. Kalvarsky based on the
number of days Mr. Kalvarsky was alive during the Financial Year to which
the Earn Out Payment relates.  (ii)The Company shall
achieve in each of the 2008, 2009 and 2010 Financial Years the following (the Key
Performance Indicators):  a.Number of
free-to-air (FTA) hours: the Company shall produce and sell no less than 300
FTA hours of TV Product in the 2008 Financial Year, provided that the Purchaser
places orders for such number of hours itself and/or ensures such orders are
placed by other TV channels.  In each
of the 2009 and 2010 Financial Years, the Company shall (i) produce and
sell not less than 250 FTA hours of TV Product [**] provided that [**] place
orders for at least such number of hours and (ii) produce and sell
a further 50 FTA hours or more of TV Product to TV channels other than  [**] provided that if CTC Network or CTC
Media management does not consent to the production of any TV Product for a TV
channel other than Group networks in accordance with the immediately following
paragraph, the number of FTA hours of TV Product required to be produced and
sold to TV channels other than Group networks shall be reduced by the number of
hours of programming for which such consent was refused (such lesser number of
FTA hours to be produced and sold to TV channels other than Group networks
being referred to as Other Channel FTA Hours).  Prior to
producing any TV Product for any TV channel other than Group networks, the
Company must obtain the consent of CTC Network or CTC Media management.  Group networks shall be given priority by the
Company when producing and distributing TV Product.  In addition, [**] orders for TV Product will
have priority over orders from other TV channels.  b.Audience share: 
the average audience share to be attained on the Group networks for TV
Product produced and sold  by the  7


Company
to Group networks (the Relevant Audience Share) shall be mutually agreed by
the Purchaser and the Seller Representative on a project-by-project basis
before such TV Products initial launch. 
Relevant Audience Share is not applied to TV products that are created
for TV channels other than Group networks.  In the sole discretion of the management of
the Purchaser, TV Product that is not achieving the levels set out for the
Relevant Audience Share for Group networks can be removed from broadcasting
ahead of schedule or moved into timeslots outside of the originally designated
timeslots.  c.EBIT margin: the
Company shall achieve on a stand-alone basis an EBIT margin of no less than 14%
and the Parties acknowledge and agree that, notwithstanding the definition of Ruble
Equivalent set out in Article 1 hereto, EBIT shall be determined using
exchange rates deemed appropriate by US GAAP.  (iii)The Sellers shall
cause the following personnel of the Company to remain at their positions with
the Company as at the date of signing of this Agreement until 31 December 2010,
or in case of their leaving the Company, the Sellers shall retain, on behalf of
the Company, other relevant professional individuals to replace such persons,
which individuals shall be acceptable to the Purchaser:  Olga Bekker 
Creative producer Xenia Evenko 
Executive producer Maria Treyman 
Executive producer Konstantin
Afanasiev  Executive producer Ravil Valeev 
Director of post-production Nikolay
Kholnov  Line producer  (b)Calculation of Earn Out Payments  Each of the 2008 Earn Out Payment, the 2009
Earn Out Payment and the 2010 Earn Out Payment shall be equal to the Ruble
Equivalent of US$ 2,000,000 (two million) less the sum of (1) the
amount, if any, of Deduction 1 for such Financial Year, (2) the amount, if
any, of Deduction 2 for such Financial Year, (3) the amount of any
adjustments in accordance with Article 3.5(a)(i) (including, without
limitation, any amounts that that are due to be repaid by the Sellers to the
Purchaser pursuant to such Article but remain unpaid as of the date such
Earn Out Payment is made), (4) any uncollectible accounts receivable or
loans as provided in Article 7.6, (5) any unpaid Damages as provided
in Article 9, and (6) the amount of any deductions that would have
been made to an Earn Out Payment  but for
the fact that the amount of such deduction would have put such Earn Out Payment
below 0; provided, however, that an Earn Out Payment can never be
adjusted below 0.  8


(c)Calculation of Deduction 1  If in the 2008 Financial Year, either (x) the number of FTA hours
of TV Product produced by the Company and sold to Group networks is less than
the number of FTA hours of TV Product ordered by Group networks during the 2008
Financial Year (provided such number of FTA hours ordered by Group networks
does not exceed 300 FTA hours) and/or (y) the Relevant Audience Share for
the Group networks for the 2008 Financial Year was below that agreed in
accordance with Article 3.5(a)(ii)(b),Deduction 1 for
the 2008 Financial Year shall be calculated in accordance with the formula set
out immediately below. Otherwise, Deduction 1 for the 2008 Financial Year shall
be 0.  Deduction 1 = P x (1 - X/Z), where  P = US$ 2 million;  X = the number of FTA hours of TV Product actually produced and sold in
the 2008 Financial Year (but not greater than 300) less the aggregate
number of FTA hours of TV Product produced and sold in the 2008 Financial Year
for TV Product where the Relevant Audience Share for theGroup networksfor
such TV Product during the course of the 2008 Financial Year was less than that
agreed in accordance with Article 3.5(a)(ii)(b); and  Z = the number of FTA hours of TV Product actually ordered for
production byGroup networksor other TV channels in the
2008 Financial Year (but not greater than 300).  If in either the 2009 or 2010 Financial Year
either (x) the number of FTA hours of TV Product produced by the Company
and sold toGroup
networksis less than the number of FTA hours of TV Product
ordered byGroup
networksin such Financial Year (provided such number of FTA
hours ordered byGroup networksdoes not exceed 250 FTA
hours), (y) the number of FTA hours of TV Product produced by the Company
and sold to TV channels other thanGroup networksin such
Financial Year is less than the number of Other Channel FTA Hours and/or (z) the
Relevant Audience Share for theGroup networksfor such
Financial Year was below that agreed in accordance with Article 3.5(a)(ii)(b),
Deduction 1 for such Financial Year shall be calculated in accordance with the
formula set out immediately below. 
Otherwise, Deduction 1 for such Financial Year shall be 0.  Deduction 1 = P x (1  X/Z), where  P = US$2 million;  X = the sum of (1) the number of FTA hours of TV Product actually
produced by the Company and sold toGroup networksin such
Financial Year (but not more than 250 FTA hours) and (2) the number of FTA
hours of TV Product actually produced by the Company and  9


sold to TV channels other than theGroup networksin
such Financial Year (but not more than the number of Other Channel FTA Hours) less
(3) the aggregate number of FTA hours of TV Product where the Relevant
Audience Share for theGroup networksfor such TV
Product during the course of such Financial Year was less than that agreed in
accordance with Article 3.5(a)(ii)(b); and  Z = the sum of (1) the lesser of the
number of FTA hours of TV Products actually ordered byGroup networksfor
production by the Company in such Financial Year and 250 FTA hours and (2) the
number of Other Channel FTA Hours.  (d)Calculation of Deduction 2  If in any of the 2008, 2009 or 2010 Financial Year, the Companys EBIT
margin is less than 14%,Deduction 2 for such
Financial Year shall be calculated in accordance with the formula set out
immediately below. Otherwise,Deduction
2 for such Financial Year shall be 0.  Deduction 2 = P x (S x 14% - Y) / (S x 14%), where  P = US$ 2 million;  S = net sales revenue (without VAT) in the relevant Financial Year;  14% = the expected EBIT margin; and  Y = actual EBIT in the relevant Financial Year if such EBIT is
positive, otherwise Y = 0.  4.DUE DILIGENCE  The Parties agree that, before Completion,
the Purchaser shall have the right to examine any and all documents (whether or
not attached as appendices hereto) of the Company for the purposes of verifying
the statutory accounts and the representations, warranties and assurances of
the Sellers contained in this Agreement.  In this respect, the Sellers will provide
access during regular business hours for the representatives of the Purchaser
to the documents mentioned in the due diligence check-list approved by the
Purchaser, and to any other documents which may be additionally requested in
the course of the due diligence. The Sellers shall bear the responsibility for
providing the representatives of the Purchaser with true, complete and current
copies of the documents listed in the due diligence information request lists
or additionally requested.  10


5.TRANSFER OF TITLE  The full and unrestricted ownership and title
to the Shares shall pass from the Sellers to the Purchaser on the Completion
Date at Completion simultaneously with the fulfilment of the Completion
procedures set forth in Article 6 of this Agreement.  6.COMPLETION  6.1Completion  Completion shall take place on the Completion
Date starting at 10.00 a.m. at the offices of the Purchaser or as soon
thereafter as practicable when all the conditions for Completion set forth in
this Article 6 of this Agreement have been fulfilled.  6.2Conditions
precedent for Completion by the Purchaser  The obligation of the Purchaser to consummate
the transaction contemplated under this Agreement shall be subject to the
fulfilment, on or before the Completion Date, of each of the following
conditions (to the extent not waived by the Purchaser which waiver shall be in
the sole discretion of the Purchaser) and all of which that require
documentation shall be in the form and substance satisfactory to the Purchaser
and its legal counsel in their reasonable judgement:  (a)New
Information  The Purchaser shall not have become aware of any new information
between the date hereof and the Completion Date, which in the Purchasers
reasonable opinion would have an adverse effect on the Company or its business.  (b)Warranties
True and Sellers Certificate  The representations, warranties and assurances given by the Sellers in Article 7
of this Agreement shall be true and correct on the date hereof and as of the
Completion Date and each Seller shall deliver a certificate dated as of the
Completion Date certifying to the same and to the fact that the Sellers have
complied with all covenants, obligations and conditions of this Agreement
required to be performed or completed as of Completion. Template of the
compliance certificate is attached hereto as Appendix 6.2(b).  (c)Authority
Approvals  The Purchaser, the Sellers and/or the Company, as the case may be,
shall have obtained all necessary authorisations, approvals and consents from
all relevant authorities required for the lawful and valid consummation of the
transaction contemplated hereunder.  (d)Corporate
Action  All corporate actions necessary for the lawful and valid consummation
of the transactions contemplated hereby shall have been duly taken by the
Sellers and, as  11


applicable, by the Company and shall be in full force and effect. The
Sellers shall have obtained proper waivers of pre-emptive rights from each other
and the Company for the sale of the Shares. 
Copies of documents evidencing such corporate actions and waivers shall
have been delivered to the Purchaser.  (e)Spousal
Consents  Each of the Sellers shall have obtained a properly notarised spousal
consent (if applicable) to consummate all transactions contemplated under this
Agreement and copies of such spousal consents shall have been delivered to the
Purchaser.  (f)Due
Diligence  The Sellers have fulfilled their obligations set forth in Article 4
of this Agreement.  (g)Employment
Agreement  Mr. Kalvarsky shall
have executed and delivered an employment agreement with the Company that shall
be effective from the Completion Date and shall run until 31 December 2010.  Such employment agreement shall be in form
and substance satisfactory to the Purchaser and shall provide for a monthly
salary of US$ 15,625 payable in RUR based on the exchange rate set by the
Central Bank of Russia on or around the date of payment, and a discretionary
performance bonus of up to 60% of annual salary.  (h)Completion
Accounts  The Sellers shall have delivered to the Purchaser copies of the
Completion Accounts and such Completion Accounts shall demonstrate that the
Company does not have any liabilities other than those incurred in the Ordinary
Course of Business.  6.3Conditions
precedent for Completion by the Sellers  The obligations for the Sellers to close hereunder shall be subject to
the satisfaction, on or before the Completion Date, of each of the following
conditions (to the extent not waived by the Seller Representative) and all of
which that require documentation shall be in form and substance satisfactory to
the Seller Representative and the Sellers legal counsel in their reasonable
judgement.  (a)Warranties
True  The representations, warranties and assurances given by the Purchaser
in Article 8 of this Agreement shall be true and correct on and as of the
Completion Date.  (b)Corporate
Action  All corporate action necessary for the lawful and valid consummation of
the transactions contemplated hereby shall have been duly taken by the
Purchaser and shall be in full force and effect.  12


6.4Deliveries
at Completion  At Completion:  (a)The
Sellers sell, transfer and convey to the Purchaser the Shares in the Company by
way of presenting properly registered amendments to the constitutional
documents of the Company listing the Purchaser as valid owners of the Shares in
the percentages set out in Article 2 above;  (b)Promptly
following confirmation of satisfaction of sub-article (a) above, the
Purchaser shall pay to the Sellers the Purchase Price on a pro rata basis by
reference to their respective percentage ownership levels in the Company
immediately prior to Completion; and  (c)Any
other document, condition, amount or matter herein called for to be produced,
delivered, released, paid or fulfilled at Completion as a condition precedent
to Completion shall be so produced, delivered, released, paid and fulfilled.  6.5Best
Efforts; Termination  The Parties shall use their respective best efforts to cause all
necessary action to be taken such that all the conditions precedent for
Completion shall be fulfilled as promptly as practicable and all deliveries are
made in timely and proper fashion.  If
Completion does not take place by February 29, 2008 the Purchaser, on the
one hand, or the Seller Representative, on the other hand, may terminate this
Agreement without prejudice to any remedies available to the Parties hereunder
or under the law. If any of the Parties of this Agreement evades the
consummation of the transactions contemplated hereunder without essential
reason, the other Party shall have the right to apply to a court with a demand
to compel the purchase of Shares to be concluded. The Party which has
unjustifiably evaded the consummation of the transactions contemplated
hereunder shall compensate the other Parties for the losses caused thereby.  7.REPRESENTATIONS, WARRANTIES, ASSURANCES AND UNDERTAKINGS
OF THE SELLERS  The Sellers hereby, jointly and severally,
represent to the Purchaser that the statements contained in this Article 7
are true and correct.  The Sellers
acknowledge that the Purchaser is entering into this Agreement in reliance upon
the representations, warranties and assurances (the Warranties) given by the Sellers to the Purchaser in this Article 7
being true and correct both on the date of signing of this Agreement as well as
at the Completion Date.  The liability of the Sellers under, and the
rights and remedies of the Purchaser in respect of, the Warranties shall be
joint and several and shall not be affected by any knowledge of the Purchaser
as a result of the Purchasers examination of the Company or otherwise.  13


7.1Records
and Documentation  (a)True,
complete and current copies of the charter,
foundation agreement and registration certificates of the Company are
attached hereto as Appendix 7.1(a).  (b)The
Company has not failed to timely file its annual reports or any other documents
with the relevant authorities, as required.  (c)The
statutory books, registers and records of the Company are accurate and have
been maintained consistent with good business practice and are in the
possession of the Company.  7.2Title
and Authority to Transfer the Shares; Capitalisation  (a)The
Sellers have full power, capacity and authority to sell and transfer the
Shares, execute and deliver this Agreement and to perform all other
undertakings set forth in this Agreement. The Shares are freely transferable to
the Purchaser and are free and clear of all liens, encumbrances and
restrictions on the ability to vote the Shares.The
Share owned by Mr. Serguey Anatolievich Kalvarysky represents 80% and the
Share owned by Mr.[**]represents 20%,in each case, of
the charter capital of the Company. The Shares are fully paid. There are no outstanding
obligations, warrants, options, pre-emptive rights or other agreements to which
any of the Sellers or the Company is a party or otherwise bound, providing for
the purchase, repurchase, redemption or other acquisition of the Shares, except
for this Agreement.  (b)The
Company does not own any interest, directly or indirectly, in any corporation,
partnership or other legal entity and does not have any branch office.  (c)Assuming
all filings, registrations, approvals, notifications etc required by applicable
laws are duly made, the execution and delivery of this Agreement by the Sellers
and the completion of the transactions contemplated hereby:  (i)will not violate
any provision of the charter or foundation agreement of the Company;  (ii)will not violate
any statute, rule, regulation, order, award, judgement, injunction or decree of
any public body or authority by which the Sellers or the Company or any of
their properties or assets is bound; and  (iii)will not result
in a violation or breach of, or constitute a default under, any license,
franchise, permit, indenture, agreement or other instrument to which the
Sellers or the Company is a party, or by which the Sellers or the Company or
any of their properties or assets is bound.  7.3The
Completion Accounts  The Completion Accounts will be complete and
correct in all respects and truly and correctly reflect the results of the operation,
the financial condition and the assets and  14


liabilities of the Company as at the
Completion Date and will be prepared in conformity with appropriate accounting
principles, book-keeping legislation and tax legislation, consistently applied
by the Company.  Without limiting the
generality of the foregoing, all cash transactions undertaken by the Company
will be properly recorded in the Completion Accounts.  7.4Assets
and Properties  (a)Appendix 7.4(a)lists all the property and
tangible and intangible assets which shall be owned or leased by the Company at
Completion, including, without limitation, all programming and film rights,
owned real property (if any) and leases to real property.  (b)The
Company will have exclusive title to all the real property and other assets
recorded in the Completion Accounts. 
None of the assets will be subject to any liens, mortgages, charges or
other encumbrances at Completion.  7.5Intellectual
Property  (a)Appendix 7.5(a)lists all intellectual
property which will be owned or used by the Company in the operation of its
business at Completion.  At Completion,
the Company will own all intellectual property necessary to produce the services
and products presently produced by the Predecessor, and to distribute and sell
such products and services in any country where business presently is conducted
by the Predecessor.  None of such
intellectual property is subject to any outstanding order, judgement, lien,
encumbrance or attachment.  (b)The activities of the Company
(or of any licensee under any licence granted by the Company) do not infringe
nor are they likely to infringe intentionally any intellectual property rights
of any third party and no claim has been made against the Company or any such
licensee in respect of such infringement.  7.6Accounts
Receivable and Loans Given  All of the receivables of the Company and loans given are good and
fully collectible within three months from the date when they become due and
payable at the amounts recorded in the
Completion Accounts together with interest thereon. In case the amount of such
receivables of the Company or loans as per the Completion Accounts are not
collected within such three months period from the date each such receivable or
loan is due and payable, then a corresponding deduction shall be made to the
Earn Out Payments. Upon such adjustment of an Earn Out Payment in accordance
with this Article 7.6, the Purchaser shall cause such non-collected
receivables paid for to be transferred to the Sellers.  7.7Pricing
of Contracts  All the tenders and contracts binding the Company have been priced as
required by good and sound business practice, allowing for a reasonable profit.  15


7.8Compliance  (a)All
authorisations and approvals, in accordance with the legislation of the Companys
location, necessary for the due conduct of its business in its jurisdiction(s) of
operation have been duly obtained and are in full force and effect.  The entry into and the consummation of this
Agreement will not cause any termination, revocation, suspension or
modification thereof, nor has there been any violation of any such
authorisations or approvals of any terms thereof.  (b)The
Company has been and is in full compliance with all laws and regulations, in
accordance with the legislation of the Companys location, in its jurisdiction
applicable to it, including terms and conditions set in any authorisations and
approvals, and with the requirements of all applicable agencies and
authorities, and the Company has obtained all applicable authorisations and
approvals which are required under all of such laws.  7.9Contracts
and Commitments  (a)The
Company is not party to or bound by:  (i)any
other material agreementotherthan
those listed in Appendix  7.9(a)(i);  (ii)any
consultancy agreement, contract, understanding or relationship with any
officer, employee or individual or any such agreement, contract, understanding
or relationship that contains any severance or termination pay liabilities;  (iii)any
loan or credit arrangement or guarantee other than shown in the Completion
Accounts or listed in Appendix 7.9(a)(iii);  (iv)any
agreement or contract otherwise outside the Ordinary Course of Business; or  (v)any
agreement which is expected to result in a loss to the Company on completion or
performance or cannot be fulfilled or performed by the Company on time and
without undue or unusual expenditure of money.  (b)All
agreements or contracts to which the Company is party are valid, binding and
enforceable in accordance with their respective terms. The Company is not in
default in any material respect in the performance of any of the obligations
under any agreement or contract and no event has occurred which (whether with
or without notice, lapse of time or both) would constitute a default thereunder
by the Company.  (c)Neither
of the Sellersnor
any person connected with them, as of the signing hereof
or on the Completion Date, have any outstanding personal claims against the
Company, except for outstanding salary payments and business travel expenses
which do not in the aggregate exceed RUR 300,000.  Other than as set out in Appendix
7.9(c), the Company is not party to any contract or arrangement in
which the Sellers are interested, directly or indirectly, nor  16


has there been any such contract or arrangement at
any time during the five years up to the date of this Agreement.  (d)The Company is not party to, nor
have its profits or financial position for any accounting period been affected
by, any contract or arrangement which is not of an entirely arms length
nature.  (e)Other than as set out in Appendix 7.9(e), none of the Sellers nor any person
connected with them is a party to any outstanding agreement or arrangement for
the provision of finance, goods, services or other facilities to or by the
Company or in any way relating to the Company or its affairs.  7.10Labour
Contracts and Pension Agreements  (a)At
Completion, the Company shall employ the persons listed in Article 3.5(a)(iii).  The material terms upon which such persons
shall be employed are set out in Appendix 7.10(a).  At Completion, the Company shall also employ
such other persons as is necessary to ensure that the Company is reasonably
likely to be able to produce 300 FTA hours of TV Product annually.  (b)The
Company is not engaged in any salary or other contracts or commitments other
than normally engaged with, and complete reserves shall be made in the
Completion Accounts for the total amount of all present and future liabilities
relating to employment or pension agreements that shall be paid.  7.11Litigation
and Claims  The Company has not been given notice of any litigation or the
initiation of any arbitration proceedings, neither is there any litigation,
arbitration or other legal proceedings in any court of law, arbitral tribunal
or with any administrative body or other authority pending or threatened
against the Company or initiated by the Company against a third party.  7.12Ordinary
Course of Business  (a)During
the period from signature hereof and until Completion, the Sellers will ensure
that the Company does not take any action or measure which is outside the Ordinary
Course of Business, unless such action or measure is directly related to the
transactions contemplated herein or has been approved by the Purchaser.  (b)From
the date of this Agreement until the Completion Date, there shall not be:  (i)any
adverse deviation by or within the Company from the ordinary course of the day
to day business carried on by the Company in accordance with good and sound
business practice;  (ii)any
adverse change in the financial conditions, assets, liabilities or prospects of
the Company, including, without limitation, any incurrence of indebtedness by
the Company or the issuance of any guarantee of indebtedness of another;  17


(iii)any
adverse change in the relationship with the customers, suppliers or employees
of the Company or the authorities controlling the activities of the Company,  (iv)any
agreement or transaction for the sale or acquisition of any essential assets by
the Company, except in the Ordinary Course of Business;  (v)any
change in the accounting systems, policies, principles or practices of the
Company; or  (vi)any
other action, contract or transaction by the Company which could have adverse
effect on the assets or the financial conditions of the Company.  7.13Tax
warranties  (a)The
Company has filed with the appropriate authorities all tax returns and reports
in respect of any and all Taxes required to be filed with such tax authorities
and any Taxes payable are recorded will be recorded in full in the Completion
Accounts.  (b)The
Company has paid or will pay  to the
appropriate tax authorities all Taxes required to have been paid to them as of
the date hereof and as of the Completion Date. 
The Company is not in default in respect of any Taxes for any year or
part thereof of the taxable years up to and including the Completion Date.  (c)There
are no tax audits currently pending against the Company.  7.14Legal
and Other Cost  The Sellers shall bear its own fees and expenses in connection with the
preparation for and completion of the transactions contemplated hereby,
including all fees and expenses of advisers, representatives, counsels and
accountants, and the Sellers shall not, directly or indirectly, charge the
Company, or otherwise seek reimbursement from the Company, for said fees and
expenses.  7.15No
Undisclosed Liabilities  There are no liabilities of the Company (contingent or otherwise),
which relate to any fact, occurrence or event before the Completion Date and
which will not be reflected in full in the Completion Accounts or notes
thereto.  7.16Nature
of Disclosure  The Sellers have not during the negotiations hereof, in this Agreement
or its Appendices or during the due diligence review referred to in Article 4
of this Agreement omitted to disclose any adverse facts or circumstances that
would materially affect the Companys standing or its operations.  18


7.17Powers
of attorney  As of Completion, any power of attorney or similar authority to represent
the Company shall have been terminated or otherwise validly revoked other than
such powers of attorney that grant authority to Company employees to represent
the Company solely with respect to ministerial, routine day-to-day matters.  7.18Systems  All the records and systems (including but not
limited to computer systems) and all data and information of the Company are
recorded, stored, maintained or operated or otherwise held exclusively by the
Company and are not wholly or partly dependent on any facilities or means
(including any electronic, mechanical or photographic process, computerised or
otherwise) which are not under the exclusive ownership and control of the
Company.  8.REPRESENTATIONS, WARRANTIES AND ASSURANCES OF THE
PURCHASER  The Purchaser hereby represents, warrants and
assures that:  8.1it
is duly incorporated, validly existing and in good standing under the laws of
its jurisdiction of incorporation;  8.2all
corporate actions necessary for the lawful and valid consummation of the
transactions contemplated hereby have been duly taken; and  8.3it
has the authority to execute and perform all necessary actions for the lawful
and valid consummation of this Agreement.  9.LIABILITY OF THE PARTIES  Without prejudice to any other remedy available to the Purchaser or its
ability to claim damages on any basis which is available to it by reason of any
of the Warranties being untrue or misleading or being breached, the Sellers
jointly and severally undertake with the Purchaser that they shall, at the
direction of the Purchaser, pay to the Purchaser or (in the case of liability
to another person which has not been discharged) the person to whom the
liability has been incurred the amount necessary to put the Purchaser and/or
the Company into the position they or it would have been in if the Warranty had
not been untrue, misleading or breached, together with all costs and expenses
incurred by the Purchaser and/or the Company as a result of the Warranty being
untrue, misleading or breached (collectively, the Damages). The Purchaser
shall be entitled to reduce the amount of any Earn Out Payment by the amount of
any Damages.   Any liability of the
Sellers under this Agreement shall be joint and several.  10.NON-COMPETITION; NON-SOLICITATION AND CONFIDENTIALITY
COMMITMENT  10.1To
assure the Purchaser the full benefit of the business, know-how and goodwill of
the Company, each of the Sellers severally undertakes and covenants to the
Purchaser by way of further consideration for the obligations of the Purchaser
under this  19


Agreement, as separate and independent agreements,
that he will not (without the Purchasers prior written consent):  (a)use
(whether for his own benefit or for the benefit of any other person, firm,
company or organisation) or disclose to any person, firm, company or
organisation any of the trade secrets or other Confidential Information of or
relating to: (a) the Company or the Predecessor; (b) any customer or
client of the Company or the Predecessor; (c) any person, firm, company or
organisation with whom or which the Company is involved in any kind of business
venture or partnership; or (d) the business or productions of the Company
or the Predecessor which information he may have received or obtained, or may
receive or obtain in the future, in confidence while he was a shareholder, or
in the employment, of the Company or the Predecessor, and will likewise use his
best endeavours to prevent the unauthorised publication or disclosure by any
third party of any such trade secrets or Confidential Information;  (b)for
three years after Completion, in relation to a business which is substantially
the same as or in competition with the business of the Company immediately
prior to Completion, either on his own account or for any other person, for the
purpose of obtaining business, orders or custom, directly or indirectly,
solicit or endeavour to entice away from the Company any business, order or
custom of any person who, to the Sellers knowledge, is as at Completion, or
has during the one year immediately preceding Completion been, a client or
customer of the Company or the Predecessor and either: (i) with whom he
has had contact or dealings during the course of his shareholding of, or employment
with, the Company or the Predecessor during the one-year period immediately
preceding Completion; or (ii) about whom at Completion he possesses any
Confidential Information;  (c)for
three years after Completion, in relation to a business which is substantially
the same as or in competition with the business of the Company immediately
prior to Completion, either on his own account or for any other person,
directly or indirectly, supply or provide goods or services to any person who,
to the Sellers knowledge, is as at Completion, or has during the one year
immediately preceding Completion been, a client or customer of the Company or
the Predecessor and either: (i) with whom he has had contact or dealings
during the course of his shareholding of, or employment with, the Company or
the Predecessor in the one-year period immediately preceding Completion; or (ii) about
whom at Completion he possesses Confidential Information;  (d)for
three years after Completion, in relation to a business which is substantially
the same as or in competition with the business of the Company immediately
prior to Completion, either on his own account or for any other person,
directly or indirectly, entice away or endeavour to entice away from the
Company any person (including, without limitation, any writer, director,
producer, development executive, script editor or cast member) whom, as at
Completion or at any time during the period of one year immediately preceding
Completion supplied or provided any goods, services, ideas or talent to the
Company or the Predecessor and with whom he had material business  20


contact on behalf of the Company or the Predecessor in the course of
the period of one year immediately prior to Completion;  (e)for
three years after Completion, in any way seek to affect the terms of business
on which the Company or any member of the Group deals or contracts with any
person (including, without limitation, 
any writer, director, producer, development executive, script editor or
cast member), firm, company or organisation whom or which supplied goods or
services to the Company or the Predecessor during the period of one year
immediately prior to Completion or attempt to persuade any such person, firm,
company or organisation to cease dealing with the Company or such member of the
Group;  (f)for
three years after Completion, in relation to a business which is substantially
the same as or in competition with the business of the Company immediately
prior to Completion, either on his own account or for another person, directly
or indirectly, offer employment to or employ or offer or conclude any contract
for services with any senior employee (being a person in receipt of a salary in
excess of RUR 80,000 per month), consultant or director of the Company who has
during the one-year period immediately preceding Completion been employed,
engaged or appointed by the Company or the Predecessor in a technical,
production, sales, marketing, advisory and/or managerial capacity and with whom
he has had contact or dealings during the course of his employment or
shareholding with the Company or the Predecessor in the one-year period
immediately preceding Completion;  (g)for
three years after Completion, in the Russian Federation, either alone or
jointly with, or as principal, director, manager, consultant, agent for or
employee of, another person, directly or indirectly carry on or be engaged,
employed, appointed, concerned or interested in the business of Production
Business; or  (h)for
three years after Completion, own beneficially or otherwise or be interested in
the share capital of any company engaged, concerned or interested within the
Russian Federation in the Production Business.  10.2Mr. Kalvarsky
undertakes and covenants to the Purchaser by way of further consideration for
the obligations of the Purchaser under this Agreement, as separate and independent
agreements, that he will not (without the Purchasers prior written consent):  (a)either during his employment
with the Company or for a period of 6 months immediately following the
termination of such employment, in relation to a business which is
substantially the same as or in competition with the business of the Company at
the Applicable Date, either on his own account or for any other person, for the
purpose of obtaining business, orders or custom, directly or indirectly,
solicit or endeavour to entice away from the Company any business, order or
custom of any person who is as at the Applicable Date, or has during the period
of one year immediately preceding the Applicable Date been, a client or
customer of the Company or any other member of the Group in the Production
Business and either: (i) with whom he has had contact or dealings during
the course of his employment with the Company during the  21


one-year period immediately preceding the Applicable Date; or (ii) about
whom he possesses any Confidential Information as at the Applicable Date.  For the purpose of this Agreement, the term
Applicable Date means: (a) in relation to the period during which Mr. Kalvarsky
remains employed by the Company, the date upon which any alleged breach of this
Article occurs; and (b) in relation to the period of 6 months
immediately following the termination of his employment by the Company, the
applicable termination date of that employment;  (b)either during his employment
with the Company or for a period of 6 months immediately following the
termination of such employment with the Company, in relation to a business
which is substantially the same as or in competition with the business of the
Company at the Applicable Date, either on his own account or for any other
person, directly or indirectly, supply or provide goods or services to any
person who is as at the Applicable Date, or has during the period of one year
immediately preceding the Applicable Date been, a client or customer of the
Company or any other member of the Group in the Production Business and either:
(i) with whom he has had contact or dealings during the course of his
employment with the Company in the one-year period immediately preceding the
Applicable Date; or (ii) about whom he possesses Confidential Information
as at the Applicable Date;  (c)either during his employment
with the Company or for a period of 6 months immediately following the
termination of such employment, in relation to a business which is
substantially the same as or in competition with the business of the Company at
the Applicable Date, either on his own account or for any other person,
directly or indirectly, entice away or endeavour to entice away from the Company
or any other member of the Group in the Production Business any person
(including, without limitation, any writer, director, producer, development
executive, script editor or cast member) whom, as at the Applicable Date or at
any time during the period of one year immediately preceding the Applicable
Date supplied or provided any goods, services, ideas or talent to the Company
or such member of the Group and with whom he had material business contact on
behalf of the Company in the course of the period of one year immediately prior
to the Applicable Date;  (d)either during his employment
with the Company or for a period of 6 months immediately following the
termination of such employment, in any way seek to affect the terms of business
on which the Company or any member of the Group in the Production Business
deals or contracts with any person (including, without limitation,  any writer, director, producer, development
executive, script editor or cast member), firm, company or organisation whom or
which supplied goods or services to the Company or such member of the Group
during the period of one year immediately prior to the Applicable Date or
attempt to persuade any such person, firm, company or organisation to cease
dealing with the Company or such member of the Group;  (e)either during his employment
with the Company or for a period of 6 months immediately following the
termination of such employment, in relation to a business which is
substantially the same as or in competition with the business of the Company at
the Applicable Date, either on his own account or for  22


another person, directly or indirectly, offer employment to or employ
or offer or conclude any contract for services with any senior employee (being
a person in receipt of a salary in excess of Ruble 80,000 per month),
consultant or director of the Company who has during the one-year period
immediately preceding the Applicable Date been employed, engaged or appointed
by the Company or a member of the Group in the Production Business in a
technical, production, sales, marketing, advisory and/or managerial capacity
and with whom he has had contact or dealings during the course of his
employment with the Company in the one-year period immediately preceding the
Applicable Date;  (f)either during his employment
with the Company or for a period of 6 months immediately following the
termination of such employment, in the Russian Federation or any other country
in which the business of the Company or any other member of the Group in the
Production Business was carried on at or during the period of two years
immediately preceding the Applicable Date, either alone or jointly with, or as
principal, director, manager, consultant, agent for or employee of, another
person, directly or indirectly carry on or be engaged, employed, appointed,
concerned or interested in the Production Business; or  (g)either during his employment
with the Company or for a period of 6 months immediately following the
termination of such employment, own beneficially or otherwise or be interested
in the share capital of any company engaged, concerned or interested within the
Russian Federation or any other country in which the business of the Company or
any other member of the Group in the Production Business was carried on at or
during the period of two years immediately preceding the Applicable Date, in
the Production Business;  (h)for three years after
Completion or while at any time he is a consultant, director or employee of any
member of the Group, directly or indirectly carry on a business activity under
a name which is the same as, or similar to, the name of the Company or any
member of the Group or a name used for business purposes by a member of the
Group; or  (i)at any time after
Completion, make adverse comments in relation to the Group or its businesses or
employees.  10.3Nothing
contained in this Article 10 shall prevent any or all of the Sellers from
at any time holding for investment purposes only any class of securities in a
company that is publicly traded and in which the Sellers, together with their
affiliates, hold and are beneficially interested in less than 3% of any single
class of the securities in that company.  10.4The
Sellers agree that the covenants and undertakings contained in Article 10are reasonable and are entered into for
the purpose of protecting the know-how, goodwill, confidential information and
trade connections of the businesses of the members of the Group.  Accordingly the benefit of the covenants and
undertakings may be assigned by the Purchaser and its successors in title
without the consent of the Sellers.  23


10.5Each undertaking contained
in this Article 10 shall be construed as a separate undertaking.  If one or more of them is held to be against
the public interest or unlawful or an unreasonable restraint of trade, the
remaining undertakings shall continue to bind the Sellers.  10.6For the purposes of this
Agreement Confidential Information shall include (but shall not be limited
to):  (i)corporate and marketing
strategy and plans and business development plans;  (ii)business, sales and
marketing methods, confidential techniques and processes used for the creation
and/or development and/or production and/or filming of any television
programme, motion picture, film or pilot;  (iii)details
and specifications of any current, past or proposed motion picture, film or
television or entertainment projects or products, including all scripts, story
boards and financial arrangements, and any research or development related to
any current, past or proposed motion picture, film or television programmes,
films or pilots and all scripts and story boards associated therewith and any
material relating thereto;  (iv)the names, addresses and
contact details of any writers, producers, directors, producers, development
executives, script editors, cast members, financiers or employees who are
involved in the Companys projects from time to time, including contact lists
in whatever medium this information is stored and the ideas of those writers,
producers, directors, producers, development executives, script editors,
financiers or employees relating to the creation, development, production or
filming of any television programmes, films or otherwise.  (v)the terms of business with
advertisers, broadcasters, distributors, financiers, sub-contractors, customers
and suppliers, including any pricing policy adopted and the terms of any
partnership, joint venture or other form of commercial co-operation or
agreement with any third party;  (vi)software and technical
information necessary for the operation of 
the Companys computer and technology systems and applications,
information relating to proprietary software (including updates), source code
to proprietary software, confidential algorithms developed or used by the
Company, information relating to the development, maintenance or operation of
any of the Companys websites and the source code of each website; and  (vii)any other information which
is the subject of an obligation of confidence owed to a third party, in
particular the content of discussions or communications with any prospective
customers or prospective business partners.  24


11.NOTICES  All notices, demands or other communications, which all shall be in the
Russian and English languages, to or upon the respective Parties hereto, shall
be deemed to have been duly given or made when delivered by mail or telefax to
the Parties in question as follows.  If to CTC Media:  Address:15A Pravda Moscow 125124 Russia  Telefax:  Attention:Alexander
Efimovich Rodnyansky  If to CTC
Network:  Address:3rd Khoroshevskaya St, 12 Moscow 123298 Russia  Telefax:  Attention:Alexander
Efimovich Rodnyansky  If to Mr. Serguey
Anatolievich Kalvarsky:  Address:[**]  Telefax:  [**][**][**][**] Telefax:  or at such address as the respective Party hereto may hereafter specify
in writing to the other Parties.  12.APPENDICES INCORPORATED  Each Appendix to which reference is made herein and which is attached
hereto shall be deemed to be incorporated into this Agreement by such
reference.  25


13.INTEGRATION  This Agreement, and the Appendices hereto, represent the entire
understanding and agreement between the parties hereto with respect to the
subject matter hereof and supersedes all prior negotiations and understandings
relating to the subject matter hereof.  14.THIRD PARTY
RIGHTS  Except as expressly set out in this Agreement, a person who is not a
Party shall have no rights under the Contracts (Rights of Third Parties) Act
1999 to enforce or rely upon any term of this Agreement provided that this does
not affect any right or remedy of the third party that exists or is available
apart from that Act.  No Party may
declare itself as a trustee of the rights under this Agreement for the benefit
of any third party.  15.GOVERNING LAW  This Agreement shall be governed by and construed in accordance with
the laws of England and Wales.  16.ARBITRATION OF THIS AGREEMENT  Any dispute, controversy or claim arising out of or relating to this
Agreement or the breach, termination, or invalidity thereof shall be settled by
arbitration in accordance with the Rules of the Arbitration Institute of
the Stockholm Chamber of Commerce. The arbitral tribunal shall be composed of
three arbitrators, one of whom shall be selected by the Purchaser, one of whom
shall be selected by the Sellers and the third of whom shall be selected by the
other two arbitrators. The arbitration shall be held in Stockholm and the
arbitration proceedings shall be conducted in the English language.  17.SELLER REPRESENTATIVE  Any notice, waiver, consent or Performance Report signed by the Seller
Representative in accordance with this Agreement shall be binding upon each of
the other Sellers as if such Sellers had signed such notice, waiver, consent or
Performance Report individually.  18.AMENDMENTS; WAIVERS  Any amendments or waiver to this Agreement shall be in writing and
shall have no effect unless signed by the Purchaser and the Seller
Representative. Any amendment or waiver effected in accordance with
this provision shall be binding upon each Seller.  Notwithstanding the foregoing, in the event
that such amendment or waiver adversely affects the rights or obligations
provided herein of any Seller in a different manner than any
other Seller, such amendment or waiver shall also require the written consent
of such Seller.  26


19.PUBLICITY  All press releases and other public relations activities of the Sellers
with regard to the transactions contemplated by this Agreement shall be subject
to the prior written approval of the Purchaser.  20.COUNTERPARTS OF THE AGREEMENT  This Agreement has been executed in four identical counterparts, one
for each Party hereto.  21.PREVAILING LANGUAGE  This Agreement is made in Russian and English.  In the event of a dispute as to the terms of
this Agreement the English version shall prevail.  27


IN WITNESS WHEREOF, the Parties hereto have duly executed this
Agreement as of the day and year first above written.   EXECUTEDbySerguey Anatolievich Kalvarsky
  /s/ Serguey Anatolievich KalvarskyEXECUTEDby[**]EXECUTEDbyCTC Media, Inc.acting by its President andChief Executive OfficerAlexander Efimovich Rodnyansky
  /s/ Alexander Efimovich RodnyanskyEXECUTEDbyCJSC CTC Networkacting by its General DirectorAlexander Efimovich Rodnyansky
  /s/ Alexander Efimovich Rodnyansky  28


[CTC Media, Inc. agrees to furnish supplementally a copy of any
omitted schedule to the Securities and Exchange Commission upon request.]  29