EXHIBIT 10.16.2

                               EMPLOYMENT CONTRACT

Moscow                                                               10 May 2006

This Contract is made by and between ZAO CTC Region, a legal entity organized
and existing under the laws of the Russian Federation (hereinafter, the
"Company"), represented by Vladimir Sergeevich Hanumyan, acting by virtue of
Minutes of the General Meeting of Shareholders, and Mr. Sergei V. Petrov
(hereinafter, the "General Director" or "Mr. Petrov"). The Company and the
General Director are hereinafter sometimes referred to individually as a "Party"
and collectively as the "Parties".

RECITALS

WHEREAS, in recognition of the experience and abilities of Mr. Petrov, the
Company desires to appoint him subject to the terms and conditions set forth
herein;

WHEREAS, in accordance with a resolution of the Company's shareholders, the
Company appointed Mr. Petrov as General Director of the Company, and Mr. Petrov
is willing to accept such appointment;

NOW, THEREFORE, the Parties have agreed as follows:

1.   SUBJECT OF CONTRACT

This Contract shall govern the employment relations between the Company and the
General Director and set forth the General Director's rights and obligations in
relation to the management of the Company's everyday business:

1.1  Subject to the terms and conditions of this Contract, the Company hereby
     agrees to employ Mr. Petrov as General Director, to ensure requisite
     working conditions as required by applicable law and to pay salary to the
     General Director fully and in a timely manner. Mr. Petrov hereby agrees to
     perform the duties of General Director on the terms and conditions
     stipulated herein, and to comply with applicable law, the Company's
     Charter, resolutions adopted by the General Shareholders' Meeting and Board
     of Directors of the Company, internal and other in-house regulations of the
     Company (hereinafter, "Regulations"), and this Contract.

1.2  The General Director shall perform the duties, as prescribed by this
     Contract, applicable law, the Company's Charter, Regulations and duly
     adopted resolutions of meetings of the shareholders. The General Director
     shall, to the best of his abilities and judgment, supervise, conduct and be
     responsible for the current and day-to-day management of the Company's
     affairs, except for those matters within the authority of the meetings of
     the shareholders, and perform such other duties as directed by the
     shareholders from time to time. Notwithstanding the foregoing, in no event
     shall the General Director have the authority, express or implied, to
     conclude contracts or agreements, or perform transactions or a series of
     related transactions, or assume obligations, on behalf of the Company or
     any related companies, divisions, affiliates or subsidiaries of the Company
     involving commitments or obligations of the Company or any such related
     company, division, affiliate or subsidiary in excess of US$50,000, without
     obtaining prior consent from the shareholders.

If   required by the Company's business needs and on the basis of the salary
     agreed to herein, the General Director may also be instructed to perform
     tasks not directly related to the General Director's position, but which
     can reasonably be expected of the General Director and which correspond to
     the General Director's education, abilities and performance in accordance
     with applicable law.





1.3  The work place of the General Director shall be at the offices of the
     Company at 12, 3rd Khoroshevskaya street, 123298, Moscow, Russia, or such
     other place where the Company may conduct its business; provided, however,
     that the General Director may from time to time be required to perform his
     duties at other locations (1) as required by the General Director's
     position at the Company, (2) in the General Director's exercise of best
     business judgment, as may be necessary in connection with the Company's
     business, or (3) as deemed necessary or appropriate by the Board of
     Directors, and the General Director shall travel to such locations. The
     General Director shall be compensated for any reasonable expenses incurred
     by him in connection with such work to the extent provided by applicable
     law and the terms hereof.

1.4  Work hereunder shall be the primary place of employment for the General
     Director.

1.5  The General Director shall report to the Company and the meeting of the
     Company's shareholders.

1.6  The General Director may hold paid positions at other entities only subject
     to obtaining consent of the Company's shareholders.

1.7  The General Director shall commence performance of his duties, as provided
     by this Contract, as of the date when he is elected to his position
     (hereinafter, the "Start Date").

2.   TERM

2.1  Taking into account the nature of the position and duties, conditions of
     performance, and as required by Federal Law "Concerning Joint Stock
     Companies" and a resolution of the General Meeting of the Company's
     Shareholders concerning the appointment of the General Director, this
     Contract shall have a fixed term and be concluded for three (3) years
     commencing on the Start Date (hereinafter, the "Term") and shall be
     terminated upon the expiration of such Term.

2.2  The Company shall give written termination notice hereunder to the General
     Director within the time limits stipulated by Article 79 of the Labor Code
     of the Russian Federation (hereinafter, the "Labor Code").

2.3  Prior to the expiration of the Term, this Contract may be extended or
     novated by agreement of the Parties in connection with the appointment of
     an employee as General Director. Upon the expiration of the Term, this
     Contract may be extended or novated by agreement of the Parties in
     connection with the appointment/re-election of an employee as General
     Director.

3.   RIGHTS AND OBLIGATIONS OF THE PARTIES

3.1  Rights and obligations of the General Director:

     3.1.1  The General Director shall be entitled:

            (1)  to be employed in the capacity and subject to the terms
                 provided herein;

            (2)  to be provided a work place that complies with applicable
                 environmental and safety requirements;

            (3)  to be paid salary in full and in a timely manner in accordance
                 with Section 6 hereof;

            (4)  to such days-off and leave, as provided by Section 4 hereof and
                 applicable laws and regulations;

            (5)  to be compensated for injury sustained in connection with the
                 performance of his work duties, as well as for moral harm in
                 accordance with the procedure established by applicable law;




            (6)  to issue orders and regulations within the limits of his
                 authority that are binding for the Company's employees and that
                 must be recorded and stored;

            (7)  to open and close the Company's bank accounts denominated in
                 rubles or foreign currency;

            (8)  to represent the Company before third parties, either Russian
                 or foreign, including government authorities, institutions and
                 organizations without a power of attorney, and to assign
                 responsibility for certain areas of the Company's business to
                 his deputies by issuing powers of attorney.

     3.1.2  The General Director shall:

            (1)  perform the duties, as prescribed by this Contract, applicable
                 law, the Company's Charter, Regulations and duly adopted
                 resolutions of the Board of Directors and General Shareholders'
                 Meeting;

            (2)  carry out the resolutions of the Board of Directors and General
                 Shareholders' Meeting in a precise and timely manner;

            (3)  report directly to the shareholders and any committee thereof
                 on financial, operational and commercial matters related to the
                 Company's business in a timely and proper manner as required by
                 the Company's Charter, Regulations or duly adopted resolutions
                 of the shareholders, or as may otherwise be requested from time
                 to time by the Company's shareholders or any committee thereof;

            (4)  cause annual budget and operating plan targets approved by the
                 Company to be fulfilled;

            (5)  submit annual reports on the Company's business and other
                 documents stipulated by applicable law and this Contract to the
                 General Shareholders' Meeting for approval;

            (6)  return, upon expiration or termination of this Contract, any
                 Company property given to the General Director for use in
                 connection with the performance of his duties and reimburse all
                 and any amounts due from the General Director as of the
                 termination date;




            (7)  inform the shareholders in the event that he is unable to
                 perform his duties (due to illness, disability, injury or
                 incapacity) within a reasonable period of time. If such
                 illness, disability or incapacity shall prevent the General
                 Director from performing his duties hereunder, he shall submit
                 a doctor's sick slip or a certificate acceptable to the
                 Company, evidencing sufficient reason for being absent;

            (8)  in accordance with Section 1.3 hereof, travel on business on
                 behalf of the Company, provided that the General Director shall
                 be entitled to reimbursement of travel expenses as provided by
                 this Contract, applicable laws and Regulations;

            (9)  notify the Company immediately of any changes in his personal
                 details, which are or may be required by the Company in
                 connection with the General Director's performance of his
                 duties;

            (10) subject to the provisions of Section 6 hereof, not disclose any
                 confidential information that the General Director may become
                 aware of in connection with the performance of his duties.

     3.1.3  In addition, the General Director shall:

            (1)  perform his duties in good faith and in an accurate, timely and
                 highly professional manner;

            (2)  devote all work hours, attention, energy and professional
                 capacity for employment with the Company hereunder, not render
                 any professional services for the entire Term hereof under any
                 agreement or arrangement (except as may be permitted by the
                 General Shareholders' Meeting in accordance with Section 1.6
                 hereof) and otherwise refrain from any activities that may
                 interfere with the performance of his duties;

            (3)  take care of the Company's property transferred by the Company
                 to the General Director to discharge his duties, avoid any
                 actions that may cause any harm to the Company or its property,
                 and maintain annual insurance for items of property owned by
                 the Company;

            (4)  immediately notify the shareholders of any circumstances that
                 pose a health or safety risk or a risk of harm or loss to the
                 Company or its property;

            (5)  take steps to staff the Company with required professional
                 staff, effectively use and develop their professional knowledge
                 and experience and promote a friendly business environment for
                 members of staff;

            (6)  comply with work safety requirements established by applicable
                 laws and regulations, as well as in-house regulations of the
                 Company. As required by applicable Russian law, the General
                 Director shall undergo a work safety training program;

            (7)  take steps for the timely and full collection of amounts
                 receivable and minimize amounts payable by the Company;

            (8)  secure the execution and timely extension of all licenses and
                 authorizations required for the business of the Company and for
                 the mass medium established by it;




            (9)  use best efforts to promote the interests of the Company and
                 its affiliates and refrain from acts which may adversely affect
                 the reputation or business of the company or any of its
                 affiliates;

            (10) submit for review and approval by the General Shareholders'
                 Meeting planned transactions involving the acquisition/disposal
                 or possible acquisition/disposal of any property by the Company
                 and/or the assumption of any obligations (including
                 transactions under loan, credit, pledge, surety, joint
                 activity, lease or other agreements) to a value in excess of
                 the ruble equivalent of US$50,000 translated at the CBR
                 exchange rate quoted as at the date when the transaction amount
                 is agreed with the contracting party or as at the date when any
                 such transaction is approved by the General Shareholders'
                 Meeting/Board of Directors;

            (11) abide by applicable law, the Company's Charter, Regulations and
                 duly adopted resolutions of the General Shareholders' Meeting,
                 and any changes thereto which may be adopted from time to time,
                 acting in a conscientious and reasonable manner;

            (12) cause the Company to pay all taxes and other levies due and
                 payable to the budget and non-budgetary funds. The General
                 Director shall be liable to pay all of his own taxes due and
                 payable by him in Russia or any other jurisdiction;

            (13) perform other obligations, as set out in this Contract, the
                 Company's Charter and in-house regulations.

     When exercising his rights and performing his duties, the General Director
     must act solely for the Company's benefit and exercise his rights and
     perform his duties in a conscientious and reasonable manner. The General
     Director's default on any of the duties set forth in Sections 3.1.2 and
     3.1.3 shall be deemed a gross breach of the terms and conditions hereof and
     may, at the Company's sole discretion, be relied upon to dismiss the
     General Director, as contemplated by Section 9.4 hereof.

3.2  Rights and obligations of the Company:

     3.2.1  The Company, by action of the Board of Directors and General
            Shareholders' Meeting, shall have all rights granted to employers
            under the Labor Code, including, without limitation, the right:

            (1)  to terminate this Contract in accordance with Section 9 hereof
                 and applicable law;

            (2)  to establish the terms and conditions of any bonus plans,
                 incentive payments and allowances;

            (3)  to take disciplinary action against and impose sanctions on the
                 General Director, as provided under the Labor Code, Federal Law
                 "Concerning Joint Stock Companies" and other applicable law;

            (4)  to approve resolutions and Regulations, governing the conduct
                 and authority of the General Director;

            (5)  to require the General Director to report to the General
                 Shareholders' Meeting, as necessary or desirable.



     3.2.2  The Company shall:

            (1)  employ the General Director in his capacity and in accordance
                 with his employment duties on the terms and conditions set
                 forth herein;

            (2)  ensure such working conditions for the General Director as are
                 necessary to enable him to perform his duties hereunder;

            (3)  ensure work safety conditions, consistent with applicable work
                 safety and health requirements;

            (4)  ensure the General Director's involvement in business
                 management matters as contemplated by the provisions of the
                 Labor Code and other applicable law, the Company's Charter,
                 Regulations and resolutions of the General Shareholders'
                 Meeting;

            (5)  pay the General Director's salary and any applicable bonuses in
                 the amounts set forth in Section 5 hereof;

            (6)  provide workers' compensation insurance coverage of the General
                 Director for work-related accidents and illnesses as provided
                 by applicable law;

            (7)  provide the General Director annual paid leave in accordance
                 with Section 4 hereof;

            (8)  withhold personal income tax from the General Director's salary
                 and transfer the same to the appropriate government budgets in
                 accordance with applicable law;

            (9)  carry out other responsibilities, as provided by the Labor Code
                 and other applicable laws.

4.   WORKING HOURS AND LEAVE

4.1  The General Director's work day shall be from 9:00 through 18:00 with one
     hour lunch break; his normal work week shall be five days with two days off
     (Saturday and Sunday) during which time the General Director shall be in
     the Company's offices or such other locations as necessary or desirable for
     the conduct of the Company's business as provided in Section 1.4 hereof.
     The General Director's days off shall include Saturdays and Sundays and all
     statutory holidays, legislated by the Russian Federation as non-working
     days. Except during vacation periods, public holidays and reasonable
     periods of absence due to sickness, personal injury or other disability,
     the General Director shall work no less than forty (40) hours per week in
     accordance with applicable law and Regulations.

4.2  The General Director shall be subject to a non-standardized work day. Where
     necessary, the General Director may be requested to work outside normal
     working hours.

4.3  The General Director shall be entitled to annual paid leave of twenty eight
     (28) calendar days, to be taken at such times as may be approved by the
     Board of Directors, and additional leave of three (3) days. The General
     Director shall be free to take leave in portions, provided, however, that
     at least one such portion shall be minimum fourteen (14) calendar days in
     duration. The General Director's entitlement to leave for the first year of
     his employment hereunder shall arise after six months of uninterrupted
     employment with the Company. Subject to agreement between the Parties, paid
     leave may be granted to the General Director before the end of the said
     six-month period.




4.4  Upon approval of the Board of Directors, the General Director may be
     granted additional leave of absence without pay for such period as may be
     determined by the Board of Directors in accordance with the Labor Code and
     other provisions of applicable law.

5.   COMPENSATION, BENEFITS AND REIMBURSEMENTS

5.1  In consideration of his services hereunder, the General Director shall
     receive an annual base salary of US$10,000 translated into the ruble
     equivalent at the CBR exchange rate as at the salary accrual date. Salary
     shall be paid two times per month on dates as established by Regulations.

5.2  The Company shall, acting at its own discretion, pay an annual bonus to the
     General Director. The amount of such annual bonus shall be determined and
     approved by the General Shareholders' Meeting of the Company. In any event,
     to qualify for a bonus, the General Director must be employed by the
     Company at such time when the bonus is paid.

5.3  The General Director shall be paid his salary and annual bonus, as set
     forth in Sections 5.1 and 5.2 hereof, in Russian rubles, translated at the
     CBR official exchange rate effective as of the salary and bonus accrual
     date, by wire transfer to his account with an authorized Russian bank or by
     another means which may be agreed upon with the General Director.

5.4  The Company shall make tax deductions from the General Director's salary,
     bonuses and other statutory amounts of income at the rates and in
     accordance with the procedure as provided by applicable Russian law.
     Notwithstanding the foregoing, the General Director shall be responsible
     for the payment of taxes on his salary, bonuses and other income paid by
     the Company in any other jurisdiction where his income may be subject to
     taxation. In addition, the General Director shall be liable to pay taxes on
     income earned from any source which is not related to the employment
     relationship between the Company and the General Director.

5.5  During the Term, the Company shall provide the General Director with a
     mobile phone and shall pay the cost of calls related to the performance by
     the General Director of his duties hereunder.

5.6  During the Term, the Company shall provide the General Director with a
     business-class car, which shall remain the property of the Company, and the
     services of a driver. The cost of such car shall not exceed US$50,000,
     including the cost of delivery, registration, taxes, import duties, etc.

5.7  The Company agrees to provide the General Director with health insurance,
     and life insurance in an amount equal to 50% of the General Director's
     annual salary. Such coverage shall be implemented not later than three
     months from 10 May 2006.

5.8  Travel expenses and other ordinary and necessary business expenses incurred
     by the General Director in connection with the performance of his duties
     shall be reimbursed by the Company in accordance with applicable Russian
     law and Regulations.

5.9  The General Director may receive an advance to cover any travel expenses in
     accordance with applicable law and Regulations. All actual travel expenses
     shall be fully reported immediately after the trip and backed up by
     receipts in evidence of the expenses incurred in accordance with the
     procedure established by Regulations. The outstanding balance of such
     actual expenses shall be repaid to the General Director after the travel
     expense report has been checked and approved by the Chief Accountant in
     accordance with Regulations.




6.   CONFIDENTIALITY AND PROPRIETARY INFORMATION

6.1  The General Director shall maintain confidentiality of any and all
     information concerning the Company's business contacts and clients, other
     business data, documents and records or any other commercial, financial or
     technical information, which may have become known to him in the course of
     employment by the Company, as well as all and any information regarding the
     terms and conditions of this Contract and refrain from disclosing the above
     to any third parties unless doing so is required in the course of the
     General Director's employment hereunder, or required by applicable law, or
     court or governmental authority order. This obligation shall survive the
     termination of this Contract and shall be in effect for two (2) years
     thereafter.

6.2  The General Director hereby represents and warrants that he is not bound by
     any other commitments that would be in conflict with his obligations
     hereunder and undertakes that in the future he shall not become party to
     any confidentiality commitment with third parties that may prevent him from
     disclosing to the Company information necessary or desirable for the
     conduct of the Company's business.

6.3  The General Director hereby acknowledges that the provisions contained in
     this Section 6 are reasonable and necessary, in view of the nature of the
     Company and his knowledge thereof, in order to protect the Company's
     legitimate interests.

6.4  The General Director agrees that all information and know-how, whether or
     not in writing, of a private, secret or confidential nature concerning the
     business or financial affairs of the Company and its affiliates
     (collectively, "Proprietary Information") is and shall be the exclusive
     property of the Company and its affiliates. By way of illustration, but not
     limitation, Proprietary Information may include business processes, methods
     and techniques; programming schedules; material terms of contracts;
     projects; developments; plans; research, financial and personnel data;
     computer programs; and supplier lists. The General Director shall not
     disclose any Proprietary Information or use the same for any unauthorized
     purposes without written approval of the President or the Board of
     Directors, either during or after his employment, unless and until such
     Proprietary Information has become public knowledge through no fault of the
     General Director.

6.5  The General Director agrees that all files, letters, memoranda, reports,
     records, data, sketches, drawings, notebooks, program listings, or other
     written, photographic, or other tangible material containing Proprietary
     Information, whether created by the General Director or others, which shall
     come into his custody or possession, shall be and are the exclusive
     property of the Company to be used by the General Director only in the
     performance of his duties for the Company or its affiliates.

6.6  The General Director agrees that his obligation not to disclose or use
     information, know-how and records of the types set forth above also extends
     to such types of information, know-how, records and tangible property of
     business partners of the Company or its affiliates or other third parties
     who may have disclosed or entrusted the same to the Company or to the
     General Director in the course of the Company's business.

6.7  The provisions of this Section survive the termination of the General
     Director's employment and the termination of this Contract.

7.   ASSIGNMENT OF RIGHTS

7.1  The General Director hereby agrees that all proprietary rights globally in
     respect of any inventions, utility models, industrial designs, integral
     circuit designs, know-how, software and databases, scientific, literary and
     artistic works, created by the General Director in the course of the
     performance of his duties for and/or as requested by the Company, including
     the right to apply for and obtain patents and certificates, in respect of
     registrations, reproduction, publication, distribution, any commercial or
     non-commercial use, adaptation, creation of any derivative works, as well
     as other patent holder, copyright or related rights, granted to the
     employer by applicable law, shall be owned by the Company or transferred to
     the Company hereunder.




7.2  The General Director shall inform the Company in a timely manner of any
     intellectual property, created by him, as detailed in Section 7.1, and
     provide all necessary assistance to the Company in properly securing such
     rights, as listed in Section 7.1, including preparation of applications and
     any other documents, evidencing transfer of the said rights to and/or
     ownership of such rights by the Company. The General Director shall also
     fully assist the Company in protecting such rights, as listed in Section
     7.1, where such rights are infringed by third parties or where any claims
     or lawsuits are filed against the Company in connection with the use of
     such rights by the Company.

7.3  The General Director hereby undertakes not to reproduce, sell, license,
     distribute or otherwise transfer to third parties, nor to adapt or
     decompile the intellectual property, as listed in Section 7.1, without
     prior written consent of the Company.

7.4  The remuneration to the author and the method of its payment shall be
     determined in each particular case in accordance with applicable law and a
     side agreement to be signed between the General Director and the Company.

8.   NON-COMPETITION AND LOYALTY OF THE GENERAL DIRECTOR

8.1  The General Director hereby undertakes that during the employment period he
     will not, either directly or indirectly, as an employee, employer, advisor,
     agent, principal, partner, shareholder (except for minor shareholding
     acquisitions on stock markets), corporate official, director or otherwise:

            (1)  participate in the business of any business entities competing
                 with the Company and/or its affiliates (hereinafter, a
                 "COMPETITOR");

            (2)  provide advisory services or assistance to any Competitor,
                 including, but not limited to, offering employment or other
                 contractual relationships to any employees of the Company or
                 any employees who are no longer employed by the Company over
                 the last 12 months; or

            (3)  search, offer or negotiate any opportunities, contracts or
                 agreements associated with any acts set forth in this Section.

8.2  The General Director hereby warrants that the execution by him of this
     Contract does not conflict with or breach any undertakings of the General
     Director before private individuals or legal entities, including, but not
     limited to, any undertakings in connection with any previous employment of
     the General Director and undertakings arising by virtue of any
     non-competition agreement.

8.3  The General Director hereby warrants that, prior to the execution of this
     Contract, he notified the Company in full of any and all material
     circumstances associated with his performance prior to the execution
     hereof.

8.4  During the term of the General Director's employment and for a period of
     six (6) months after the termination of such employment, the General
     Director will not directly or indirectly:




            (1)  as an individual proprietor, partner, stockholder, officer,
                 employee, director, joint venturer, investor, lender, or in any
                 other capacity whatsoever (other than as the holder of not more
                 than one percent (1%) of the total outstanding stock of a
                 publicly held company), engage in the business of television
                 broadcasting (or radio broadcasting to the extent the Company
                 or its affiliates have radio operations at the date of
                 termination of employment) in Russia or any country in which
                 the Company is operating or in which it has undertaken material
                 preparations to begin operating, in each case, as of the date
                 of termination of employment; or

            (2)  recruit, solicit or induce, or attempt to induce, any employee
                 or employees of the Company or its affiliates to terminate
                 their employment with, or otherwise cease their relationship
                 with, the Company or its affiliates; or

            (3)  solicit, divert or take away, or attempt to divert or to take
                 away, the business or patronage of any of the current or
                 prospective business partners, advertisers or affiliate
                 stations of the Company with whom the General Director had
                 significant contact while employed by the Company or its
                 affiliates.

            (4)  If any restriction set forth in this Section is found by any
                 court of competent jurisdiction to be unenforceable because it
                 extends for too long a period of time or over too great a range
                 of activities or in too broad a geographic area, it shall be
                 interpreted to extend only over the maximum period of time,
                 range of activities or geographic area as to which it may be
                 enforceable.

            (5)  The General Director acknowledges and agrees that the
                 restrictions contained in this Section are necessary for the
                 protection of the business and goodwill of the Company and its
                 affiliates and are considered by the General Director to be
                 reasonable for such purpose. The General Director agrees that
                 any breach of this Section will cause the Company substantial
                 and irrevocable damage and therefore, in the event of any such
                 breach, in addition to such other remedies which may be
                 available, the Company shall have the right to seek specific
                 performance and injunctive relief.

            (6)  The provisions of this Section survive the termination of the
                 General Director's employment and the termination of this
                 Contract.

9.   TERMINATION

9.1  This Contract shall be terminated upon expiration of the Term, of which the
     General Director should be given written notice within the time period
     stipulated by Article 79 of the Labor Code.

9.2  This Contract may be terminated by agreement of the Parties at any time.

9.3  The General Director shall be entitled to terminate this Contract at any
     time subject to at least one (1) month prior written notice to the Board of
     Directors.

9.4  The Company shall have the right to terminate this Contract in accordance
     with Article 81 of the Labor Code and other applicable Russian labor law.
     For the purposes of this Contract, a breach by the General Director of any
     of the obligations set forth in Sections 3.1.2 and 3.1.3 hereof shall be
     deemed a gross breach of his duties and shall give the Company the right to
     terminate this Contract under Article 81.10 of the Labor Code.




9.5  Notwithstanding anything in Section 9.4 to the contrary, the Company shall
     have the right to terminate this Contract at any time with or without cause
     pursuant to a resolution of the General Shareholders' Meeting. For the
     purposes of this Contract, "with cause" shall mean that the Company
     terminates this Contract due to (1) a breach by the General Director of the
     terms hereof, (2) the commission by the General Director of acts of moral
     turpitude or any acts involving dishonesty, fraud, gross negligence or
     willful misconduct, (3) criminal indictment of the General Director,
     punishable by imprisonment of one year or more, as documented by a valid
     court ruling, (4) reasons stated in Article 81 of the Labor Code, (5)
     reasons stated in Article 278 of the Labor Code, or (6) a change of the
     property owner.

9.6  This Contract may be terminated at the Company's initiative without cause,
     subject to one (1) month prior termination notice in writing.

9.7  This Contract shall be terminated under circumstances beyond the control of
     the Parties, as provided for by Article 83 of the Labor Code, or on other
     grounds as provided by applicable law.

10.  PAYMENT OF COMPENSATION IN THE EVENT OF TERMINATION

10.1 In the event of the termination of this employment agreement with the
     General Director prior to the end of its validity based on a decision of
     the Company with the absence of cause or fault, the Company shall pay the
     General Director compensation for early termination in the amount of six
     average monthly payments.

10.2 In the event that this employment agreement is terminated for the reasons
     set forth in Articles 6, 7, 8 and 9, Articles 77 and 81 of the Russian
     Labor Code, the Company will pay the General Director compensation in the
     amount of six average monthly payments.

11.  EMPLOYMENT DISPUTE RESOLUTION

11.1 In the event a dispute arising under or related to this Contract between
     the Parties, the Parties shall endeavor to resolve such dispute through
     negotiations.

11.2 In the event that a dispute between the Parties cannot be resolved through
     negotiations within a reasonable period of time, it shall be settled in the
     manner provided by applicable Russian law.

11.3 This Contract shall be governed by the laws of the Russian Federation.

12.  MISCELLANEOUS PROVISIONS

12.1 This Contract shall be deemed to have been concluded and shall become
     effective upon the election of Mr. Petrov as General Director of the
     Company.

12.2 This Contract is made in two counterparts, one counterpart for each of the
     Parties.

12.3 Any amendment to this Contract shall become effective when executed in
     writing and signed by both Parties. Notwithstanding the foregoing, this
     provision shall not be construed to limit the authority of the Board of
     Directors or General Shareholders' Meeting of the Company to adopt
     resolutions that define the General Director's authority and
     responsibilities in more detail and approve Regulations, provided that such
     resolutions do not materially alter the provisions hereof.




12.4 Any invalidity or non-enforceability of one or more provisions of this
     Contract shall not invalidate this Contract as a whole or render it
     unenforceable. The Parties hereby agree that any invalid or unenforceable
     provisions herein shall be separated from the valid and enforceable
     provisions hereof and this Contract shall be restated and applied in such a
     manner so as to best accomplish those purposes, objectives and economic
     interests, which the Parties intended to accomplish at the time of signing
     this Contract. In the event that any provision hereof is recognized to be
     invalid in the manner provided by applicable law, the Parties shall make
     every effort to achieve agreement on and incorporate into this Contract new
     provisions, which to the maximum extent reflect economic interests of the
     Parties as at the time when this Contract was made and help to accomplish
     the same economic result.

12.5 For the purposes of this Contract, notices, demands and other
     communications contemplated herein shall be in writing in Russian or
     English and shall be deemed to have been duly given when delivered or
     (unless otherwise specified) mailed by certified or registered mail, return
     receipt requested, postage prepaid, to the Company's address or to such
     other address as either Party may have furnished to the other in writing in
     accordance herewith, except that notices of a change of address shall be
     effective only upon receipt.


IN WITNESS WHEREOF, each of the Parties has executed this Contract as of the day
and year first above written.



                                          On behalf of the Company ___________

                                          Khanumyan Vladimir Sergeevich



                                          Petrov Sergey Viktorovich ____________