**EXHIBIT 10.1****EMPLOYMENT AGREEMENT No. 81**This Employment Agreement (“Agreement”) is entered into on January 3, 2002 by and between EDNSovintel LLC (“Company”), with its registered address at 25 Dubovaya Roshcha St., Moscow 127427,Russian Federation, and citizen Ilya Alexandrovich Smirnov, residing at 7 Pribrezhnyi Projezd Bldg.1 Apt. 100, Moscow 125445, holder of the passport series XXIX-MIO No. 616362, issued by the 14thMilitia Precinct, Moscow, on July 12, 1983 (“Employee”).The Parties hereto hereby agree as follows:     1. Subject of the Agreement     1.1 The Company hereby hires the Employee and the Employee hereby agrees to perform work inthe capacity of Director of the Legal Department of the Company’s Administrative Division, on theterms and conditions and in compliance with the requirements set forth herein.     1.2 As an employee of the Company the Employee shall perform the duties assigned to him andshall be vested with the authorities and powers stipulated by this Agreement and designated fromtime to time by the 1st Deputy General Director of the Company. During the period of his employmentthe Employee shall report to the 1st Deputy General Director of the Company and the higher-levelexecutives..     1.3 This Agreement is a agreement of full-time employment..     1.4 The Employee’s place of work shall be the Company’s Moscow office in the RussianFederation. Should the Employee be required to fulfill assignments for the Company outside Moscow,the Employee hereby agrees to perform such assignments.     2. Term of the Agreement     This Agreement is concluded for an indefinite period of time.     3. Payment Procedure     3.1 On a regular basis, the Company shall pay the Employee his salary together with otherkinds of remuneration in accordance with the policies of the Company.     3.2 The Employee’s salary, as determined in accordance with the staffing plan of theCompany and the Employee’s position, to an equivalent is equal to 4,600 US dollars per month. Thesalary shall be paid to the Employee in accordance with the “Regulation on the Amounts, Systems andForms of Labor Remuneration of Staff Employees of EDN Sovintel LLC” and shall consist of a fixedpart (basic pay) and a variable part..
 

 
     3.3 As a rule, the salary shall be calculated for payment as of the last calendar date of thecurrent month. In some cases, provided by the labor laws, salary calculation may be shifted to anearlier date of the current calendar month, as required for timely payment of the salary. In thiscase, the salary calculation date shall be established by an internal regulation. The Company shallwithhold taxes from the aforementioned sum and from the other income paid by the Company, at therate and in the procedure established by the applicable Russian laws.     3.3 This provision does not release the Employee from the responsibility established by theapplicable Russian laws for the payment of taxes on the income from all other sources which are notconnected with the labor relationships between the Company and the Employee.     3.4 The salary and other remuneration stipulated by this Agreement shall be paid to theEmployee not later than the 10th day of the month which follows the month for which the payment isto be made.     4. Bonuses     The Company may pay the Employee bonuses and other kinds of remuneration depending on theresults of his work and successful activity of the Company, subject to the “Regulation on theSystems, Amounts and Forms of Bonuses Paid to Employees of the Commercial Division of EDN SovintelLLC.”     5. Benefits and Allowances     5.1 The Employee shall be entitled to additional benefits and allowances, both individual andcollective, established by the Company, including health insurance, life insurance and disabilityinsurance for the periods of business trips, in accordance with the general policies of theCompany.     5.2 The Employee shall, in a timely manner, inform the Company of additional grounds forreceiving benefits, which are provided for by the applicable laws of the Russian Federation.     5.3 The Employee shall be entitled to receive information about benefits and allowances fromthe HR specialist of the Company.     6. Payment of Expenses     The Company shall compensate the Employee for all reasonably incurred actual expensesincidental to the performance of his official duties, provided such expenses have been agreed uponin advance with the 1st Deputy General Director of the Company. The expenses shall be paid if theEmployee presents proper confirming documents in the procedure established by the Company.     7. Obligations of the Employee     The Employee hereby assumes the following obligations:
 

 
     7.1 The Employee shall perform his duties and carry out the assignments of the Companypromptly and efficiently, using his skills and experience to the utmost. He shall always abide bythe instructions and the internal policies of the Company and shall use his best efforts to protectthe interests and reputation of the Company.     7.2 The Employee shall handle with care the materials, office equipment, communication devicesand other tangible assets given to him by the Company. The Employee shall bear financial liabilityboth for direct real damages suffered by the Company though his fault and for damages suffered bythe Company because of the damages paid by the Employee to other persons.     7.3 The Company shall, at all times, keep the Employee advised, and shall have him sign forbeing advised, of the requirements of the Safety Engineering Instructions. The Employee shall, uponthe Company’s request, regularly undergo the instruction in this subject and shall not violate thesafety engineering instructions in force in the Company. For breaching the provisions of theseinstructions the Employee shall bear responsibility under the applicable laws of the RussianFederation.     7.4 The Employee shall not, without a prior written consent of the Company, either directly orthrough any third persons:(i) during the term of this Agreement and for two years after its termination,encourage or compel any person, who is an employee of the Company or of any of therelated companies, to terminate or refuse to prolong the employment agreement of thisperson with the Company or any company related to the Company, or(ii) during the term of this Agreement and for two years after its termination,encourage or compel any natural person or legal entity, who/which is a customer orsupplier of the Company or of any of the related companies, to break off or refuse toprolong his/its relations with the Company or its branch.     7.5 If the nature of the Employee’s work is such that it is connected with the acceptance,transfer, safekeeping and movement of tangible assets, the Employee agrees to sign a documentprepared by the administration of the Company, which establishes the full responsibility of theEmployee for the assets entrusted to him.     7.6 Upon quitting his job the Employee shall not take away from the Company any materials orany concepts developed while he was employed by the Company.     7.7 The Employee shall promptly advise the Company of all items of intellectual propertycreated by him during the term of this Agreement. By signing this Agreement the Employee agreesthat all exclusive rights to the use of any inventions, useful models, industrial designs, domainnames, web pages and software in the source and object codes and in other forms, created inconnection with the performance by the Employee of the duties set forth in this Agreement (“Itemsof
 

 
Intellectual Property”), and all related documentation shall be owned by the Company. TheEmployee also agrees that the Company shall have exclusive rights to the use of the Items ofIntellectual Property and to their publication in any manner it sees fit. The Company shall havethe right to file, in its name, patent applications, applications for all inventions, useful modelsand industrial designs created by the Employee in the course of the performance of his duties. TheEmployee shall also assist the Company in the protection of the rights both when these rights areinfringed by third persons and when any claims or lawsuits are filed against the Company inconnection with the use by the Company of these rights.     7.8 The Employee represents and warrants that Annex 2 to this Agreement is a full list of allItems of Intellectual Property, patented by the Employee, all trademarks and domain names,registered by the Employee, and all Items of Intellectual Property, trademarks and domain names,for which applications for registration have been filed by the Employee. Annex 2 must also containthe list of all copyrighted materials which are related to the sphere of the Company’s activity.     8. Obligations of the Employer     8.1 The Employer shall provide employment for the Employee in accordance with the laborfunction stipulated by the Agreement.     8.2 The Employer shall provide the Employee with the equipment, tools, technicaldocumentation and other means required by the Employee to perform his duties under this Agreement.     8.3 The Employer shall ensure the working conditions complying with the requirements of theapplicable laws.     8.4 The Employer shall, promptly and fully, pay the Employee the salary and other kinds ofremuneration stipulated by this Agreement.     8.5 The Employer shall bear other obligations in accordance with the Labor Code of the RussianFederation.     9. Working Time and Leisure      9.1 The normal established duration of the working time is forty (40) hours per week, with afive-day working week.     9.2. The Employee shall be entitled to an annual leave twenty four (24) working days long ascalculated on the basis of a six-day working week. The Employee hereby agrees that the schedule ofleaves shall be agreed upon with the 1st Deputy General Director of the Company or with otherCompany executives in accordance with the policies of the Company.     9.3 The schedule of leaves of each division of the Company is approved by the General Directorof the Company or by the person who acts for him.     10. Temporary Incapacity
 

 
     10.1 In the event of temporary incapacity (sickness, accident, etc.) the Employee shall, ifpossible, immediately report this fact to his direct superior or the other authorized official ofthe Employer.     10.2 The Employee shall submit a document confirming his temporary incapacity (sickness,accident, etc.) to the Employer within three (3) days of the date when the period of such temporaryincapacity ends.     11. Non-Disclosure of Confidential Information     During the term of this Agreement and for three years after its expiration, the Employee shallnot disclose, directly or indirectly, to any person, firm, corporation, partnership, association orany other legal entity any *confidential*information about the financial position,suppliers, customers, sources and methods of obtaining new orders or modus operandi of the Company,the related and subsidiary companies, with the exception of the information which is in the publicdomain or subject to disclosure under law.     12. Real Compliance     The Employee admits that his failure to comply with the provisions of Sections 11 and 13 ofthis Agreement will harm the Company and, therefore, that the Company has the right to enforce realcompliance with these provisions through a court. This right supplements other rights of theCompany to the protection and to compensation for the damages caused by the Employee. The Companyreserves the right to claim damages and other economic compensation for the failure of the Employeeto comply with the obligations and provisions set forth in Sections 11 and 13.     13. Delegation     The Parties to this Agreement shall not delegate their obligations to any third persons. TheCompany may transfer the Employee to another enterprise, organization or institution in accordancewith the rules established by the Labor Code of the Russian Federation.     14. Notices     All notices shall be addressed as follows:*if to the Company:*