-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Ih1rn0uVYBL/pkRWdA2kyVY/3Woh9pNZduBQTiErZB1wlhyO+9f8b5lUSYwFrylD E2sdaEqMJI+3w/u4RRY5kw== 0001282187-04-000008.txt : 20041006 0001282187-04-000008.hdr.sgml : 20041006 20041006143517 ACCESSION NUMBER: 0001282187-04-000008 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 12 FILED AS OF DATE: 20041006 DATE AS OF CHANGE: 20041006 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MOSCOW CABLECOM CORP CENTRAL INDEX KEY: 0000006383 STANDARD INDUSTRIAL CLASSIFICATION: CABLE & OTHER PAY TELEVISION SERVICES [4841] IRS NUMBER: 060659863 STATE OF INCORPORATION: DE FISCAL YEAR END: 0228 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-19685 FILM NUMBER: 041068036 BUSINESS ADDRESS: STREET 1: 405 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2128268942 MAIL ADDRESS: STREET 1: 5 WATERSIDE CROSSING CITY: WINDSOR STATE: CT ZIP: 06095 FORMER COMPANY: FORMER CONFORMED NAME: ANDERSEN GROUP INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: ANDERSEN LABORATORIES INC DATE OF NAME CHANGE: 19790828 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MOSCOW TELECOMMUNICATIONS CORP CENTRAL INDEX KEY: 0001282187 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: C/O KATHRYN BELLER STREET 2: 40 HIGH WAY CITY: CHAPPAQUA STATE: NY ZIP: 10514 BUSINESS PHONE: (914) 393-7613 MAIL ADDRESS: STREET 1: C/O KATHRYN BELLER STREET 2: 40 HIGH WAY CITY: CHAPPAQUA STATE: NY ZIP: 10514 FORMER COMPANY: FORMER CONFORMED NAME: MOSKOVSKAYA TELECOMMUNIKATSIONNAYA CORPORATSIYA DATE OF NAME CHANGE: 20040301 SC 13D 1 comcor13d.htm SCHEDULE 13D COMCORSch13D4.doc (KB0083.DOC;1)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
Under the Securities Exchange Act of 1934

(Amendment No. 1)^*

Moscow CableCom Corp.
(Name of Issuer)

Common Stock, par value $0.01 per share
(Title of Class of Securities)

61945R 100
(CUSIP Number)

Kathryn Beller, Esq.
40 High Way
Chappaqua, NY 10514
(914) 393-7613
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

September 20, 2004
(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 230.13d-1(f) or 240.13d-1(g), check the following box [ ].

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form and with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 61945R 100

1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).

Moskovskaya Telecommunikatsionnaya Corporatsiya

2. Check the Appropriate Box if a Member of a Group (See Instructions)

(a) [ ]

(b) [ X ]

3. SEC Use Only

4. Source of Funds (See Instructions): OO

5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)[ ]

6. Citizenship or Place of Organization: Russian Federation

Number of Shares Bene- ficially by Owned by Each Reporting Person With	7. Sole Voting Power: 0
	8. Shared Voting Power: 4,760,124
	9. Sole Dispositive Power: 4,220,879
	10. Shared Dispositive Power: 0

11. Aggregate Amount Beneficially Owned by Each Reporting Person: 4,760,124

12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions: [ ]

13. Percent of Class Represented by Amount in Row (11): 54.2

14. Type of Reporting Person (See Instructions): OO

* * * * *

CUSIP No. 61945R 100

1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).

Yuri Pripachkin

2. Check the Appropriate Box if a Member of a Group (See Instructions)

(a) [ ]

(b) [ X ]

3. SEC Use Only

4. Source of Funds (See Instructions): OO

5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)[ ]

6. Citizenship or Place of Organization: Russian Federation

Number of Shares Bene- ficially by Owned by Each Reporting Person With	7. Sole Voting Power: 0
	8. Shared Voting Power: 4,760,124
	9. Sole Dispositive Power: 4,220,879
	10. Shared Dispositive Power: 0

11. Aggregate Amount Beneficially Owned by Each Reporting Person: 4,760,124

12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions: [ ]

13. Percent of Class Represented by Amount in Row (11): 54.2

14. Type of Reporting Person (See Instructions): IN

* * * * *

This Amendment No. 1 amends the Schedule 13D filed by the reporting persons on March 4, 2004.

Item 1. Security and Issuer

This statement relates to the Common Stock, par value $0.01 per share (the "Common Stock"), of Moscow CableCom Corp., a Delaware corporation. The principal executive offices of the issuer are located at 405 Park Avenue, Suite 1202, New York, New York 10022.

Item 2. Identity and Background

The names of the persons filing this statement are Moskovskaya Telecommunikatsionnaya Corporatsiya ("COMCOR") and Yuri Pripachkin.

COMCOR is organized as an open joint stock company under the laws of the Russian Federation. It is not a corporation. Its principal business is the operation of a fiber optics telecommunications system. Its principal office is located at Neglinnaya, 17/2, Moscow 127051, Russia. During the last five years, COMCOR has not been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors). During the last five years, COMCOR has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which proceeding COMCOR was or is subject to any judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Mr. Pripachkin is the chairman of the board of directors of COMCOR and is employed by COMCOR at its principal office at Neglinnaya, 17/2, Moscow 127051, Russia. Through indirect ownership of equity interests in COMCOR, Mr. Pripachkin may be deemed to control COMCOR. Mr. Pripachkin's business address is Neglinnaya, 17/2, Moscow 127051, Russia. Mr. Pripachkin is a citizen of the Russian Federation. During the last five years, Mr. Pripachkin has not been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors). During the last five years, Mr. Pripachkin has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which proceeding he was or is subject to any judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3. Source and Amount of Funds or Other Consideration

On February 24, 2004, COMCOR acquired 4,000,000 shares of Common Stock in exchange for all of its interest in ZAO COMCOR-TV, a closed joint stock company organized under the laws of the Russian Federation ("CCTV"), pursuant to a Stock Subscription Agreement dated May 23, 2003 between the issuer and COMCOR (the "COMCOR Subscription Agreement"). The COMCOR Subscription Agreement has been amended by a letter agreement dated February 23, 2004 (the "First Amendment") and an amendment dated August 26, 2004 (the "Second Amendment"). Copies of the COMCOR Subscription Agreement (with exhibits omitted) and these amendments are attached as Exhibit 1, Exhibit 2, and Exhibit 3 to this statement, and the complete terms thereof are incorporated by reference herein. In addition, key terms of the Second Amendment are described in item 6 below.

On September 20, 2004, COMCOR acquired an additional 220,879 shares of Common Stock in exchange for 2,121 shares of the preferred stock of CCTV. COMCOR had recently acquired these shares of preferred stock in satisfaction of a liability of CCTV to COMCOR in the amount of approximately $1,380,000.

Item 4. Purpose of Transaction

COMCOR acquired the shares of Common Stock issued on September 20, 2004 in exchange for shares of the preferred stock of CCTV. COMCOR believes that CCTV will benefit from direct management by the issuer and that the interests of COMCOR will be served by owning capital stock in the issuer rather than a direct interest in CCTV.

Except as described in item 6 below, as of the date of this filing, neither COMCOR nor Mr. Pripachkin has any plans or proposals that relate to or would result in (a) the acquisition by any person of additional securities of the issuer, or the disposition of securities of the issuer, (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the issuer or any of its subsidiaries, (c) a sale or transfer of a material amount of assets of the issuer or any of its subsidiaries, (d) any change in the present board of directors or management of the issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board, (e) any change in the present capitalization or dividend policy of the issuer, (f) any other material change in the issuer's business or corporate structure, (g) changes in the issuer's charter, bylaws, or instruments corresponding thereto or other actions which may impede the acquisition of control of the issuer by any person, (h) causing a class of securities of the issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association, (i) a class of equity securities of the issuer becoming eligible for termination of registration pursuant to section 12(g)(4) of the Act, or (j) any action similar to any of those enumerated above.

Item 5. Interest in Securities of the Issuer

(a) As of the date hereof, COMCOR beneficially owns 4,760,124 shares of Common Stock, or approximately 54.2% of the outstanding shares of Common Stock.

As of the date hereof, Mr. Pripachkin may be deemed to own beneficially the 4,220,879 shares of Common Stock held by COMCOR and the additional 539,245 shares as to which COMCOR possesses shared voting power if he is deemed to control COMCOR. Pursuant to Rule 13d-4 promulgated under the Act, the filing of this statement shall not be construed as an admission by Mr. Pripachkin that he beneficially owns the 4,220,879 shares of Common Stock held by COMCOR or the 539,245 shares as to which COMCOR possesses shared voting power.

(b) As of the date hereof, pursuant to the Existing Voting Agreement (as defined and described in item 6 below), as to all matters other than the election of directors and certain fundamental corporate changes and subject to provisions of the Shareholders Agreement and the New Voting Agreement (each as defined and described in item 6 below), COMCOR has the sole power to vote, or to direct the vote of, 4,220,879 shares of Common Stock. As of the date hereof, as to the election of directors and certain fundamental corporate changes and subject to provisions of the Shareholders Agreement and the New Voting Agreement, COMCOR shares the power to vote, or to direct the vote of, 4,760,124 shares of Common Stock. As of the date hereof, COMCOR has the sole power to dispose or direct the disposition of 4,220,879 shares of Common Stock. As of the date hereof, COMCOR has no shared power to dispose or direct the disposition of any shares of Common Stock.

As of the date hereof, Mr. Pripachkin may be deemed to exercise the sole or shared voting powers and the dispositive powers of COMCOR with respect to Common Stock to which this statement relates if he is deemed to control COMCOR. Pursuant to Rule 13d-4 promulgated under the Act, the filing of this statement shall not be construed as an admission by Mr. Pripachkin that he exercises such powers.

(c) Other than the acquisition of 220,879 shares of Common Stock on September 20, 2004 (as described in item 3 above) and the matters described in item 6 below, neither COMCOR nor Mr. Pripachkin has been involved in any transactions in the Common Stock during the past sixty days.

(d) No person other than COMCOR, or Mr. Pripachkin if he is deemed to control COMCOR, has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the 4,220,879 shares of Common Stock acquired by COMCOR pursuant to the COMCOR Subscription Agreement and the First Amendment. Pursuant to Rule 13d-4 promulgated under the Act, the filing of this statement shall not be construed as an admission by Mr. Pripachkin that he possesses such right or power.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Existing Voting Agreement. The issuer, COMCOR, Francis E. Baker, and Oliver R. Grace, Jr. have entered into a Voting Agreement dated February 23, 2004 (the "Existing Voting Agreement"), a copy of which is attached as Exhibit 4 to this statement and the complete terms of which are incorporated by reference herein. The Existing Voting Agreement requires COMCOR and Messrs. Baker and Grace to vote the Common Stock held by them (a) to cause the board of directors to have seven members, (b) for three nominees for director identified by COMCOR, and (c) for four nominees for director identified by Messrs. Baker and Grace. COMCOR and Messrs. Grace and Baker have also agreed, with respect to certain fundamental corporate changes, to vote the Common Stock held by them as they unanimously agree and to abstain from voting if they cannot agree. To the best of the knowledge of COMCOR and Mr. Pripachkin, as of the date of this filing, there are nine persons serving on the board of directors of the issuer.

The Existing Voting Agreement will terminate pursuant to its terms on the earliest to occur of (1) the mutual agreement of the parties, (2) COMCOR's ownership falling below five percent of the outstanding shares of Common Stock, (3) Messrs. Baker and Grace's joint voting control of the Common Stock falling below five percent, (4) the execution of a new voting agreement in connection with the issuance of significant equity interests to third parties, and (5) December 31, 2006. If the transactions contemplated in the Series B Subscription Agreement (as defined and described in item 6 below) are consummated as planned, the Existing Voting Agreement will terminate pursuant to a Termination Agreement dated August 26, 2004 among COMCOR and Messrs. Grace and Baker (the "Termination Agreement"), a copy of which is attached as Exhibit 5 to this statement and the complete terms of which are incorporated by reference herein.

Item 5 above describes 539,245 shares of Common Stock as to which COMCOR possesses shared voting control pursuant to the Existing Voting Agreement. To the best of the knowledge of COMCOR and Mr. Pripachkin, other shares of Common Stock are or may be deemed to be beneficially owned by Messrs. Baker and Grace within the meaning of Rule 13d-3(d)(1)(i) under the Act because the shares may be acquired within sixty days through the exercise of options, warrants, or rights or through the conversion of another security of the issuer or, in the case of Mr. Grace, pursuant to the terms of a trust. The power to vote, or to direct the vote of, these other shares of Common Stock is not shared under the Existing Voting Agreement.

Registration Rights Agreement. The issuer and COMCOR have entered into a Registration Rights Agreement dated February 23, 2004 (the "Registration Rights Agreement"), a copy of which is attached is attached as Exhibit 6 to this statement and the complete terms of which are incorporated by reference herein. Pursuant to the Registration Rights Agreement, the issuer may be required under certain circumstances to register under the Securities Act of 1933 future resales of Common Stock held by COMCOR. Pursuant to the Second Amendment, COMCOR has agreed not to request or demand that the issuer effect any registration of the offering and sale of the Common Stock held by COMCOR prior to the consummation of the transactions contemplated by the Series B Subscription Agreement.

Series B Subscription Agreement. The issuer and Columbus Nova Investments VIII Ltd., a Bahamas company ("CNI"), have entered into a Series B Convertible Preferred Stock Subscription Agreement dated August 26, 2004 (the "Series B Subscription Agreement"), a copy of which (with exhibits omitted) is attached is attached as Exhibit 7 to this statement and the complete terms of which are incorporated by reference herein. The Series B Subscription Agreement is subject to, among other things, stockholder approval. If the transactions contemplated in the Series B Subscription Agreement are consummated as planned:

(a) the issuer will issue to CNI in exchange for $22,500,000 in cash 4,500,000 shares of a new class of Series B Convertible Preferred Stock, par value $0.01 per share, of the Company (the "Preferred Stock"), which (1) will have a liquidation preference over the Common Stock for four years, (2) will have voting and other rights identical to those of the Common Stock, and (3) will be convertible into shares of Common Stock at the option of the holder thereof;

(b) the issuer will issue to CNI warrants to purchase an additional 8,283,000 shares of Preferred Stock pursuant to a warrant agreement to be entered into between the issuer and CNI concurrently with the closing of the transactions contemplated by the Series B Subscription Agreement;

(c) the issuer will use its best efforts to negotiate on behalf of CCTV a new strategic services agreement with COMCOR in form and substance reasonably satisfactory to CNI; and

(d) other related transactions will occur.

New Voting Agreement. In order to facilitate the consummation of the transactions contemplated by the Series B Subscription Agreement, CNI and COMCOR have entered into a voting agreement dated August 26, 2004 (the "New Voting Agreement"), a copy of which is attached is attached as Exhibit 8 to this statement and the complete terms of which are incorporated by reference herein. CNI did not pay COMCOR any money in connection with the execution and delivery of the New Voting Agreement. Under the New Voting Agreement, COMCOR has agreed to vote its 4,220,879 shares of Common Stock in favor of any matter that could reasonably be expected to facilitate the transactions contemplated by the Series B Subscription Agreement, including without limitation the amendment of the certificate of incorporation of the Company, the amendment of the 2003 Stock Option Plan of the Company, and the issuance of the Preferred Stock to CNI. Under the New Voting Agreement, COMCOR has also agreed to vote its 4,220,879 shares of Common Stock against approval of any proposal made in opposition to, or in competition with, the consummation of the transactions contemplated by the Series B Subscription Agreement and against any other action that is intended, or could be reasonably be expected, to impede, interfere with, delay, postpone, discourage, or adversely affect such transactions. COMCOR has granted CNI an irrevocable proxy to vote its shares of Common Stock as described in the preceding sentence. This irrevocable proxy is included as an exhibit to the New Voting Agreement. In addition, COMCOR has agreed not to transfer any of its Common Stock without the prior consent of CNI, other than to related transferees that agree to be bound by the New Voting Agreement. The New Voting Agreement will terminate upon the earliest to occur of (a) the valid termination of the Series B Subscription Agreement in accordance with its terms, (b) the consummation of the transactions contemplated by the Series B Subscription Agreement, (c) February 28, 2005, and (d) the written agreement of CNI and COMCOR to terminate the New Voting Agreement.

Shareholders Agreement. In connection with the Series B Subscription Agreement, COMCOR and CNI have entered into a shareholders agreement dated August 26, 2004 (the "Shareholders Agreement"), a copy of which is attached is attached as Exhibit 9 to this statement and the complete terms of which are incorporated by reference herein. Pursuant to the Shareholders Agreement, at any time after the consummation of the transactions contemplated by the Series B Subscription Agreement, COMCOR has agreed to vote its 4,220,879 shares of Common Stock, and CNI has agreed to vote the 12,783,000 shares of Preferred Stock issuable to CNI:

(a) initially to elect to the board of directors of the issuer six new directors to be designated by CNI;

(b) to cause and maintain the number of directors of the issuer to be fixed at eleven;

(c)            to cause and maintain the election to such board of directors of (1) three individuals to be designated by
                COMCOR, or (2) two individuals to be designated by COMCOR if COMCOR then beneficially owns
                less than twenty percent of the aggregate Common Stock and Preferred Stock then outstanding, or
                (3) one individual to be designated by COMCOR if COMCOR then beneficially owns less than fifteen
                 percent but at least ten percent of the aggregate Common Stock and Preferred Stock then outstanding; and

(d)           to cause and maintain the election to such board of directors of (1) six individuals to be designated by CNI, or (2) seven
                individuals to be designated by CNI if COMCOR then beneficially owns less than twenty percent of the aggregate Common
               Stock and Preferred Stock then outstanding, or (3) five, four, two, or one individuals to be designated by CNI if CNI then
               beneficially owns less than thirty percent, twenty percent, fifteen percent, or ten percent, as the case may be, of the aggregate
               Common Stock and Preferred Stock then outstanding.

In addition, pursuant to the Shareholders Agreement, so long as COMCOR owns at least fifteen percent of the aggregate Common Stock and Preferred Stock then outstanding, CNI has agreed to use its best efforts to ensure that directors to be designated by either COMCOR or CNI will comprise a majority of the directors of the issuer. Furthermore, pursuant to the Shareholders Agreement, so long as each of COMCOR or CNI is entitled to designate at least one director of the issuer in accordance with the Shareholders Agreement, each committee of the board of directors of the issuer will include at least one director designated by COMCOR and one director designated by CNI. COMCOR and CNI have also agreed to cause their director designees to resign from the board of directors or its committees when necessary for the board and its committees to be so comprised.

Pursuant to the Shareholders Agreement, COMCOR and CNI have agreed that, after the consummation of the transactions contemplated by the Series B Subscription Agreement, each of them will take all action reasonably necessary to cause the issuer, among other things, (a) to acquire from COMCOR, in exchange for Common Stock, all of the capital stock of COMCOR's affiliate, Institute for Automated Systems, that is beneficially owned by COMCOR, for consideration to be based on a valuation prepared by an independent expert agreed upon by the issuer and COMCOR, (b) to grant COMCOR and CNI rights of first refusal with respect to the issuance of securities of the issuer to maintain their relative ownership in the issuer, and (c) to enter into employment contracts with, and to grant stock options to, several key executives, employees, and consultants of the issuer.

Pursuant to the Shareholders Agreement, COMCOR and CNI have also agreed that, so long as each of them owns at least fifteen percent of the aggregate Common Stock and Preferred Stock then outstanding, they will seek to agree on (a) any amendment of the organizational documents of the issuer or CCTV, (b) any reorganization or liquidation of the issuer or CCTV, (c) any increase or decrease in the authorized capital stock of the issuer or CCTV, (d) any material transactions by the issuer or CCTV to which either COMCOR or CNI is a party, (e) the appointment of a new chief executive officer of the issuer or a new general director of CCTV, (f) the establishment of strategic priorities for the issuer and CCTV, (g) any material deviation by the issuer or CCTV from its business plan, (h) the appointment of auditors for the issuer and CCTV, and (i) the approval of the annual financial statements of the issuer and CCTV. If COMCOR and CNI are unable to agree with respect to any of these matters, the Shareholders Agreement provides that the matter may be referred by either COMCOR or CNI to a special committee of the board of directors of the issuer, the decision of which both COMCOR and CNI have agreed to vote to implement.

Pursuant to the Shareholders Agreement, each of COMCOR and CNI has agreed, subject to limited exceptions, to refrain from transferring any Common Stock or Preferred Stock beneficially owned by it without the prior consent of the other party. In addition, each of COMCOR and CNI has the right, so long as it holds at least ten percent of the aggregate Common Stock and Preferred Stock then outstanding, to participate ratably in sales of the Common Stock or the Preferred Stock initiated by the other party. In addition, the Shareholders Agreement grants each of COMCOR and CNI a right of first offer with respect to Common Stock and Preferred Stock that the other party proposes to sell. The Shareholders Agreement also grants COMCOR and CNI a call option on the securities of the issuer held by the other party if the other party commences a voluntary or involuntary bankruptcy, dissolution, liquidation, or winding-up.

The Shareholders Agreement will terminate upon the earliest to occur of (a) the mutual agreement of COMCOR and CNI to terminate the Shareholders Agreement, (b) such time as the beneficial ownership by either COMCOR or CNI of the aggregate Common Stock and Preferred Stock then outstanding falls below five percent, and (c) the voluntary or involuntary bankruptcy, dissolution, liquidation, or winding-up of the issuer, COMCOR, or CNI.

Second Amendment. Pursuant to the Second Amendment, which amends the COMCOR Subscription Agreement, the issuer and COMCOR have agreed, among other things, upon consummation of the transactions contemplated by the Series B Subscription Agreement, to terminate the funding obligations of the issuer to CCTV described in the COMCOR Subscription Agreement and the First Amendment. In addition, COMCOR has agreed not to request or demand that the issuer effect any registration of the Common Stock held by COMCOR pursuant to the Registration Rights Agreement prior to the consummation of the transactions contemplated by the Series B Subscription Agreement. COMCOR has also agreed pursuant to the Second Amendment to purchase and sell the securities of its affiliate, Institute for Automated Systems, to the issuer or its designee.

Item 7. Material to be Filed as Exhibits

The COMCOR Subscription Agreement, the First Amendment, the Second Amendment, the Existing Voting Agreement, the Registration Rights Agreement, the Termination Agreement, the Series B Subscription Agreement, the New Voting Agreement, and the Shareholders Agreement are attached as exhibits to this statement. Evidence of the authority to sign of the representative who is signing this statement on behalf of COMCOR and Mr. Pripachkin is attached as Exhibit 10 and Exhibit 11 to this statement.

Signatures

After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

DATED as of October 6, 2004.

                                                                                                MOSKOVSKAYA
                                                                                                TELECOMMUNIKATSIONNAYA
                                                                                                CORPORATSIYA

By: /s/ Kathryn Beller
Kathryn Beller, Attorney-in-Fact

YURI PRIPACHKIN

By: /s/ Kathryn Beller
Kathryn Beller, Attorney-in-Fact

The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of the filing person), evidence of the representative's authority to sign on behalf of such person shall be provided with the statement; provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference.

The name and any title of each person who signs the statement shall be typed or printed beneath his signature.

Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)

Exhibit 1-COMCOR Subscription Agreement
Exhibit 2-First Amendment
Exhibit 3-Second Amendment
Exhibit 4-Existing Voting Agreement
Exhibit 5-Registration Rights Agreement
Exhibit 6-Termination Agreement
Exhibit 7-Series B Subscription Agreement
Exhibit 8-New Voting Agreement
Exhibit 9-Shareholders Agreement
Exhibit 10-Authority of Signatory of COMCOR
Exhibit 11-Authority of Signatory of Mr. Pripachkin

EX-99 2 comcorsubagreex1.htm COMCOR SUBSCRIPTION AGREEMENT Subscription Agreement

Exhibit 1

STOCK SUBSCRIPTION AGREEMENT

BETWEEN

ANDERSEN GROUP, INC.

AND

MOSKOVSKAYA TELECOMMUNIKATSIONNAYA CORPORATSIYA

1. Definitions	2
2. Purchase and Sale of CCTV Shares	5
a) Basic Transaction	5
b) Purchase Price	5
c) The Closing	5
d) Deliveries at Closing	5
3. Representations and Warranties Concerning the Transaction	6
a) Representations and Warranties of COMCOR	6
(i) Organization of COMCOR	6
(ii) Authorization of Transaction	6
(iii) Noncontravention	6
(iv) Brokers' Fees	6
(v) Investment	6
(vi) Restrictions on Resale	7
(vii) CCTV Shares	8
(viii) CCTV Business and Licenses	8
(ix) COMCOR Licenses	9
b) Representations, Warranties and Covenants of AGI	9
(i) Organization of AGI	9
(ii) Authorization of Transaction	9
(iii) Capitalization of AGI	10
(iv) Noncontravention	11
(v) Brokers' Fees	11
(vi) Disclosure	11
(vii) Consents	12
(viii) Material Adverse Change	12
(ix) Insurance	12
(x) Litigation	12
(xi) No General Solicitation	12
(xii) No Integrated Offering	12
(xiii) S-3 Registration	13
(xiv) Employees	13
(xv) Compliance with Laws	13
(xvi) Title to Property and Assets; Leases	13
(xvii) Tax Matters	13
(xviii) Nasdaq listing	14
4. Pre-Closing Covenants	14
a) General	14
b) Notices and Consents	14
c) Notice of Developments	14
d) Form D; blue Sky Laws	14
e) AGI Capitalization	14
5. Post-Closing Covenants	15
a) General	15
b) Contribution to CCTV	15
c) Maintenance of Control over CCTV	15
d) Reporting Status	15
e) Nasdaq National Market	15
f) Litigation Support	15
g) Confidentiality	16
h) Regulatory Compliance	16
i) Continuation of Business	16
j) Adjustments of Estimated CCTV Liabilities	16
k) AGI Rights Offering	16
6. Conditions of Obligation to Close	17
a) Conditions to Obligations of AGI	17
b) Conditions to Obligation of COMCOR	18
7. Survival of Representations and Warranties	20
8. Indemnification	20
9. Termination	21
a) Termination of Agreement	21
b) Effect of Termination	22
10. Miscellaneous	22
a) Press Releases and Public Announcements	22
b) No Third-Party Beneficiaries	22
c) Entire Agreement	22
d) Successors and Assigns	22
e) Counterparts	23
f) Headings	23
g) Notices	23
h) Governing Law and Language	23
i) Arbitration	24
j) Agreement Not to Asset Claims/Sovereign Immunity	24
k) Amendments and Waivers	24
l) Severability	24
m) Expenses	24
n) Construction; Adequate Counsel	25
(i) Construction	25
(ii) Adequate Counsel	25
o) Incorporation of Exhibits and Annexes	25
p) Specific Performance	25
q) Fiduciary Duties	25

ATTACHMENTS

Exhibit A-1	Certificate of Amendment to Certificate of Incorporation
Exhibit A-2	First Amendment to Bylaws
Exhibit B	Registration Rights Agreement
Exhibit C	Obligations and Pledge Agreements
Exhibit D	Voting Agreement
Exhibit E	Opinion of Russian counsel
Annex I	COMCOR Disclosure Schedule
Annex II	AGI Disclosure Schedule
Annex III	AGI/COMCOR Funding Obligations

STOCK SUBSCRIPTION AGREEMENT

Stock Subscription Agreement (this "Agreement") entered into as of May 23, 2003, by and between Andersen Group, Inc., a Delaware corporation ("AGI"), and Moskovskaya Telecommunikatsionnaya Corporatsiya, an open joint stock company organized under the laws of the Russian Federation ("COMCOR").

This Agreement contemplates a transaction in which AGI or its designee will acquire from COMCOR, and COMCOR will transfer to AGI at the Closing (as defined below), all of the outstanding capital stock of ZAO COMCOR TV, a closed joint stock company organized under the laws of the Russian Federation ("CCTV") owned by or held for the benefit of COMCOR, in return for AGI Common Stock (as defined below).

Now, therefore, in consideration of the premises and the mutual promises herein made, and in consideration of the representations, warranties and covenants herein contained, the Parties agree as follows.

1. Definitions. Unless expressly provided otherwise, the following meanings shall apply equally to the singular and plural forms of the following terms.

"Affiliate" has the meaning set forth in Rule 12b-2 of the regulations promulgated under the Securities Exchange Act.

"AGI" has the meaning set forth in the preface above.

"AGI Common Stock" means the common stock, par value $.01 per share, of AGI.

"AGI Rights Offering" has the meaning set forth in §5(k) below.

"Agreement" has the meaning set forth in the preface above.

"Amendment" means an amendment to the certificate of incorporation of AGI in the form attached as Exhibit A-1 or an amendment to the bylaws of AGI in the form attached as Exhibit A-2.

"CCTV" has the meaning set forth in the preface above.

"CCTV Share" means any share of the common stock, par value 10 rubles per share, of CCTV.

"Closing" has the meaning set forth in §2(c) below.

"Closing Date" has the meaning set forth in §2(c) below.

"COMCOR" has the meaning set forth in the preface above.

"Confidential Information" means any information concerning the businesses and affairs of CCTV that is not already generally available to the public.

"Governmental or Regulatory Authority" means any court, tribunal, arbitrator, arbitral panel, legislature, government, ministry, committee, inspectorate, authority, agency, commission, official or other competent authority of the Russian Federation, the United States, any other country or any state, as well as any county, city, municipality or other political subdivision of any of the foregoing.

"Hart-Scott-RodinoAct" means the United States Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, or any successor federal statute.

"Knowledge" means actual knowledge after reasonable investigation.

"Laws" means (a) all laws, decrees, resolutions, instructions, statutes, rules, regulations, acts, ordinances and other pronouncements having the effect of law or regulation of the Russian Federation, the United States or any state or province thereof and (b) all rules or regulations of any securities exchange on which the securities of AGI are now or hereafter traded, quoted or listed.

"Liability" means any indebtedness, obligation and other liability of a Person (whether absolute, accrued, contingent, fixed or otherwise, or whether due or to become due), including without limitation all obligations of such Person (a) for borrowed money or investment commitments, (b) evidenced by notes, bonds, debentures or similar instruments, (c) for the deferred purchase price of goods or services (other than trade payables or accruals incurred in the ordinary course of business consistent with past practice), (d) under capital leases, (e) for Taxes or (f) in the nature of guarantee of any obligation described in clauses (a) through (d) above of any other Person.

"Lien" means any mortgage, pledge, assessment, security interest, lease, lien, adverse claim, levy, charge or other encumbrance of any kind, or any conditional sale contract, title retention contract or other contract to give any of the foregoing.

"License" means any license or licenses necessary for a Party to lawfully own and operate its business, assets and properties or enter into and perform the Party's obligations under the Transaction Documents.

"Material Adverse Effect" means, with respect to any Person, a material adverse effect on or with respect to the business, assets, financial condition or results of operations of such Person and its Subsidiaries taken as a whole, or upon such Person's ability to perform its obligations under this Agreement or any Transaction Document to which it is a party.

"MBC" means ABC Moscow Broadband Communication Limited, a limited liability company organized under the laws of ..

"MBC Agreement" means an agreement to be entered into after the date hereof between AGI and the shareholders of MBC, pursuant to which the holders (other than AGI) of substantially all of the outstanding capital stock of MBC shall agree to transfer such MBC stock to AGI or a designee thereof in exchange for AGI Common Stock.

"Obligations and Pledge Agreements" means an agreement in the form attached as Exhibit C, pursuant to which the CCTV Shares shall be pledged and the voting rights transferred in accordance therewith.

"Party" means AGI or COMCOR, and "Parties" means AGI and COMCOR collectively.

"Person" means an individual, a partnership, a corporation, an association, a joint stock company, a trust, a joint venture, an unincorporated organization or a governmental entity (or any department, agency or political subdivision thereof).

"Registration Rights Agreement" means an agreement in the form attached as Exhibit B, pursuant to which AGI shall grant to COMCOR contractual registration rights with respect to AGI Common Stock as of the Closing.

"Rule 144" means Rule 144 promulgated under the Securities Act or any successor to such rule.

"SEC Documents" means the documents filed by AGI with the Securities and Exchange Commission pursuant to sections 13 or 14(a) of the Securities Exchange Act.

"Securities Act" means the United States Securities Act of 1933, as amended, or any successor federal statute, and the rules and regulations of the Securities and Exchange Commission thereunder, all as the same shall be in effect at the time.

"Securities and Exchange Commission" means the United States Securities and Exchange Commission or any United States governmental body or agency succeeding to substantially all of the functions thereof.

"Securities Exchange Act" means the United States Securities Exchange Act of 1934, as amended, or any successor federal statute, and the rules and regulations of the Securities and Exchange Commission thereunder, all as the same shall be in effect at the time.

"Strategic Services Agreement" means the Strategic Services Agreement, dated April 24, 2000, by and between COMCOR and CCTV as amended from time to time.

"Subsidiary" means any corporation or other entity with respect to which a specified Person (or a Subsidiary thereof) owns a majority of the capital stock or other equity interests or has the power to vote or direct the voting of sufficient securities to elect a majority of the directors or other managers.

"Tax" means any Russian Federation or United States federal, provincial, state, local or other income, gross receipts, license, payroll, employment, excise, severance, stamp, occupation, premium, windfall profits, environmental, customs duties, capital stock, franchise, profits, withholding, social security (or similar), unemployment, disability, real property, personal property, sales, use, transfer, registration, value added, alternative or add-on minimum, estimated or other tax of any kind whatsoever, including any interest, penalty or addition thereto, whether disputed or not.

"Transaction Document" means each of this Agreement, the Registration Rights Agreement, the Obligations and Pledge Agreements and the Voting Agreement.

"Trustee" means the trustee appointed under the terms of the trust established pursuant to §6(a)(ii) below who is not affiliated with AGI or any of its affiliates and who specializes in providing trustee services in similar transactions.

"Voting Agreement" means an agreement in the form attached as Exhibit D, pursuant to which (i) certain holders of AGI Common Stock other than COMCOR shall agree to vote for a number of Persons nominated by COMCOR in the election of directors of AGI and (ii) COMCOR shall agree to vote its shares of AGI Common Stock for a number of Persons nominated by AGI in the election of directors of AGI.

2. Purchase and of CCTV Shares.

a) Basic Transaction. Subject to obtaining all requisite approvals required to consummate the transaction, AGI or its designee shall acquire from COMCOR, and COMCOR shall transfer to AGI or its designee, at the Closing, 42,110 CCTV Shares in exchange for the consideration specified below in §2(b) below and on the terms and conditions otherwise set forth herein.

b) Purchase Price. AGI shall transfer to COMCOR, or the Trustee as provided by §6(a)(ii) below, at the Closing 4,220,879 shares of AGI Common Stock as consideration for the sale by COMCOR of the CCTV Shares as contemplated by §2(a) above.

c) The Closing. The consummation of the transactions contemplated by this Agreement (the "Closing") shall take place at the offices of Akin Gump Strauss Hauer & Feld LLP in New York, New York commencing at 9:00 a.m. local time not less than one nor more than five business days after the first business day on which the closing conditions set forth at §§6(a) and 6(b) below may be simultaneously satisfied or waived, or such other date as the Parties may agree (the "Closing Date").

d) Deliveries at Closing. At the Closing, (i) COMCOR shall deliver or cause to be delivered to AGI or its designee the various certificates, instruments and documents referred to in §6(a) below, (ii) AGI or its designee, as appropriate, shall deliver or cause to be delivered to COMCOR the various certificates, instruments and documents referred to in §6(b) below, (iii) AGI and COMCOR shall enter into the Registration Rights Agreement, and (iv) COMCOR shall enter into the Voting Agreements with AGI and stockholders of AGI reasonably satisfactory to COMCOR, which stockholders together with COMCOR shall initially hold at least 50 percent of the shares of AGI Common Stock to be issued and outstanding immediately after the consummation of this transaction and the transactions contemplated by the MBC Agreement.

3. Representations and Warranties Concerning the Transaction.

a) Representations and Warranties of COMCOR represents, warrants and covenants to AGI that the statements and understandings contained in this §3(a) are true, complete and correct as of the date of this Agreement and will be true, correct and complete as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this §3(a)), except as set forth on Annex I attached hereto.

(i) Organization of COMCOR. COMCOR is an open joint stock company duly organized and validly existing under the laws of the Russian Federation. COMCOR has all necessary power and authority as an open joint stock company to own its assets and to carry on its business as now being conducted and presently proposed to be conducted. COMCOR is qualified to do business as a foreign corporation and is in good standing in each jurisdiction in which its ownership or leasing of assets, or the conduct of its business, makes such qualification necessary, except where the failure to be so qualified or in good standing would not have a material adverse effect on COMCOR.

(ii) Authorization of Transaction. COMCOR has full power and authority to execute and deliver the Transaction Documents and to perform its obligations thereunder. COMCOR has full power and authority to convey, the CCTV Shares held by or for the benefit of COMCOR to AGI pursuant to this Agreement. This Agreement constitutes, and on the Closing Date each of the Transaction Documents other than this Agreement will constitute, the valid and legally binding obligation of COMCOR, enforceable in accordance with its terms and conditions. COMCOR need not give any notice to, make any filing with or obtain any authorization, consent or approval of any Governmental or Regulatory Authority in order to consummate the transactions contemplated by this Agreement.

(iii) Noncontravention. Neither the execution and the delivery of the Transaction Documents nor the consummation of the transactions contemplated thereby will violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge or other restriction of any Governmental or Regulatory Authority or court to which COMCOR is subject or any provision of its memorandum and articles of association or other organizational documents.

(iv) Brokers' Fees. COMCOR has no Liability or obligation to pay any fees or commissions to any broker, finder or agent with respect to the transactions contemplated by the Transaction Documents for which AGI could reasonably become liable or obligated.

(v) Investment. COMCOR (A) understands that the AGI Common Stock to be received pursuant to this Agreement has not been, and will not be, registered under the Securities Act, or under any state securities Laws, and is being offered and sold in reliance upon United States federal and state exemptions for transactions not involving any public offering, (B) is acquiring such AGI Common Stock solely for its own account for investment purposes, and not with a view to the distribution thereof, (C) is a sophisticated investor with such knowledge and experience in business and financial matters as to be capable of evaluating the merits and risks of its investment, is familiar with the risks associated with the business and operations of companies that operate in similar lines of business to AGI, and has the ability to bear the economic risks of its investment, including the potential loss of its investment, (D) has received sufficient information concerning AGI and has had the opportunity to obtain additional information as desired in order to evaluate the merits and the risks inherent in holding AGI Common Stock and (E) is an "accredited investor" within the meaning of Regulation D promulgated under the Securities Act.

(vi) Restrictions on Resale. COMCOR understands that the AGI Common Stock to be received pursuant to this Agreement may not be sold, transferred or otherwise disposed of without registration under the Securities Act or an exemption therefrom, and that in the absence of an effective registration statement covering the sale of such AGI Common Stock, or an available exemption from registration under the Securities Act or a sale under and in compliance with Rule 144, such AGI Common Stock must be held indefinitely. In no event will COMCOR transfer or dispose of any of the AGI Common Stock to be received pursuant to this Agreement (other than pursuant to an effective registration statement under the Securities Act) unless and until (A) COMCOR shall have notified AGI of the proposed disposition and (B) if requested by AGI, COMCOR shall have furnished to AGI at the expense of COMCOR or its transferee an opinion of counsel reasonably satisfactory to AGI, to the effect that a public sale or transfer of the shares evidenced by such certificate may be made without registration under the Securities Act. Any certificate or instrument evidencing the AGI Common Stock to be issued pursuant to this Agreement shall contain a legend substantially to the following effect:

"The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended, or the securities laws of any state of the United States or in any other jurisdiction. The securities represented hereby may not be offered, sold or transferred in the absence of an effective registration statement for the securities under applicable securities laws, unless offered, sold or transferred pursuant to an available exemption from the registration requirements of those laws and provided that the availability of such exemption is confirmed by an opinion of counsel reasonably satisfactory to Andersen Group, Inc. delivered to Andersen Group, Inc., that such transfer may be made without registration under the Securities Act."

Unless otherwise required by applicable securities Laws, the legend set forth above shall be removed, and AGI or its transfer agent shall issue or cause to be issued a certificate without such legend to the holder of any certificate, if (x) the sale of such shares of AGI Common Stock is registered under the Securities Act as contemplated by the Registration Rights Agreement or otherwise, (y) such holder provides AGI with an opinion of counsel reasonably satisfactory to AGI, to the effect that a public sale or transfer of the shares evidenced by such certificate may be made without registration under the Securities Act or (z) such holder provides AGI with reasonable assurance and an opinion of counsel reasonably satisfactory to AGI that the shares evidenced by such certificate may be sold in compliance with Rule 144. In the event that the above legend is removed from any certificate and thereafter the effectiveness of a registration statement covering the shares evidenced by such certificate is suspended, or if AGI reasonably determines that a supplement or amendment to such registration statement is required by applicable securities law, then upon reasonable advance written notice to the holder of such certificate, AGI may require that the above legend be placed on any such certificate evidencing shares that cannot be sold pursuant to an effective registration statement or under Rule 144, and COMCOR shall cooperate in the placement of such legend. Such legend shall thereafter be removed from such certificate when such shares may again be sold pursuant to an effective registration statement or under Rule 144.

(vii) CCTV Shares. On the Closing Date, COMCOR will hold of record or beneficially 42,110CCTV Shares, free and clear of any restrictions on transfer, Taxes, Liens, options, warrants, purchase rights, contracts, commitments, equities, claims and demands. All such CCTV Shares were duly authorized and validly issued, are fully paid and non-assessable and were properly registered with the appropriate Governmental or Regulatory Authorities competent for registration of the issuance of such CCTV Shares. COMCOR is not a party to any option, warrant, purchase right or other contract or commitment other than this Agreement that could require COMCOR to sell, transfer or otherwise dispose of any capital stock of CCTV. COMCOR is not a party to any voting trust, proxy, agreement with respect to the voting of any capital stock of CCTV other than Obligations and Pledge Agreements.

(viii) CCTV Business and Licenses. The Licenses held by CCTV on the date hereof and the Closing Date are and will be sufficient to enable CCTV to conduct its business in all material respects as conducted on the date hereof and are usual and customary for the purposes contemplated. To the Knowledge of COMCOR, all assets transferred to CCTV by COMCOR have been transferred free and clear of any material Liens or other restrictions, other than as disclosed by COMCOR to CCTV. Annex I lists all Licenses held and to be held by CCTV as of the date hereof and the Closing Date, the failure of which to be obtained or maintained by CCTV would have a Material Adverse Effect on the ability of CCTV lawfully to own and operate its business, assets and properties. Each such License is or on the Closing Date will be valid, binding and in full force and effect. No License contains on its face any restrictions that, individually or cumulatively, have or could reasonably be expected to have a Material Adverse Effect on CCTV. To the Knowledge of COMCOR, no Person is infringing on the date hereof or will be infringing on the Closing Date on any such License. CCTV has fulfilled and performed all material obligations with respect to each such License, and no event has occurred which results or could reasonably be expected to result in the suspension, revocation or termination of any such License or any other material impairment of the rights of CCTV pursuant to such License.

(ix) COMCOR Licenses. Schedule 3(a)(ix) contains a correct and complete graphic depiction of the Moscow Fiber Optic Network ("MFON") as in operation as of the date of this Agreement and the Closing Date. COMCOR owns and operates the MFON, and the MFON has been funded in accordance with applicable law.

(A) COMCOR has good and valid title to all Licenses including but not limited to those necessary for the ownership and operation of the MFON;

(B) all Licenses referenced in Section 3(a)(ix)(A) are valid and in full force and effect;

(C) the Licenses referenced in Section 3(a)(ix)(A) are sufficient to lawfully own and operate the MFON and for COMCOR to provide services utilizing the MFON, as contemplated by the financial operating plan adopted by the board of directors of CCTV and the Strategic Services Agreement.

b) Representations, Warranties and Covenants of AGI. AGI represents, warrants and covenants to COMCOR that the statements and understandings contained in this §3(b) are true, correct and complete as of the date of this Agreement and will be true, correct and complete as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this §3(b)), except as set forth on Annex II attached hereto.

(i) Organization of AGI. AGI is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. AGI has all necessary corporate power and authority to own its assets and to carry on its business as now being conducted and presently proposed to be conducted. AGI is qualified to do business as a foreign corporation and is in good standing in each jurisdiction in which its ownership or leasing ofassets, or the conduct of its business, makes such qualification necessary, except where the failure to be so qualified or in good standing would not have a Material Adverse Effect on AGI.

(ii) Authorization of Transaction. AGI has full power and authority (including full corporate power and authority) to execute and deliver the Transaction Documents, to perform its obligations thereunder and to issue the shares of AGI Common Stock to be issued pursuant to this Agreement. All corporate action on the part of AGI required for the lawful execution and delivery of the Transaction Documents, the adoption of the Amendments and the issuance and delivery of the shares of AGI Common Stock to be received pursuant to this Agreement has been taken or prior to the Closing will have been taken. Upon the approval of this Agreement by AGI's stockholders, and, with respect to the Transaction Documents other than this Agreement, upon execution, each of the Transaction Documents will constitute the valid and legally binding obligation of AGI, enforceable inaccordance with its terms and conditions. AGI need not give any notice to, make any filing with, or obtain any authorization, consent or approval of any Governmental or Regulatory Authority in order to consummate the transactions contemplated by this Agreement.

(iii) Capitalization of AGI.

(A) The capitalization of AGI as of the date hereof, including the authorized capital stock, the number of shares issued and outstanding, the number of shares issuable and reserved for issuance pursuance to AGI's stock option plans and the number of shares issuable and reserved for issuance pursuant to securities exercisable or exchangeable for, or convertible into, any shares of capital stock, is as set forth on Annex II. As of the Closing Date, the shares of AGI Common Stock to be issued to COMCOR and all of the other issued and outstanding shares of AGI Common Stock will have been duly authorized and validly issued, will be fully paid and non-assessable and will not be subject to any preemptive or similar rights. Except as described on Annex II, as of the Closing Date there will be no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into or exercisable or exchangeable for, any shares of AGI Common Stock or other securities of AGI, and except as described in Annex II (other than the Registration Rights Agreement and any registration rights granted in connection with the consummation of the transactions contemplated by the MBC Agreement), there will be no agreements or arrangements under which AGI is obligated to register the sale of any of its securities under the Securities Act. Annex II describes all of the securities or instruments issued by AGI that contain anti-dilution or similar provisions that will be triggered by, and all of the resulting adjustments that will be made, to such securities and instruments as a result of the issuance of securities pursuant to this Agreement and the MBC Agreement. AGI is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its capital stock or any warrants, options or other rights to acquire its capital stock. Except as described on Annex II, other than the Voting Agreement, AGI is not and, as of the Closing, will not be a party to any voting or similar agreement or proxies relating to the voting of shares of its capital stock and is not aware of any such agreements or proxies to which it is not a party.

(B) AGI has furnished to COMCOR true and correct copies of its certificate of incorporation as in effect on the date hereof, its bylaws as in effect on the date hereof and all other instruments and agreements that to the Knowledge of AGI govern securities convertible or exchangeable into capital stock of AGI.

(C) The shares of AGI Common Stock to be issued pursuant to this Agreement will be validly issued, fully paid and non-assessable, free from all Taxes, Liens, claims and encumbrances and issued in compliance with United States federal securities Laws and the securities Laws of other applicable jurisdictions. Such shares will not be subject to preemptive rights, rights of first refusal or similar rights of stockholders and will not impose personal liability upon the holder thereof.

(iv) Noncontravention. Neither the execution and the delivery of the Transaction Documents nor the consummation of the transactions contemplated thereby will violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge or other restriction of any Governmental or Regulatory Authority or court to which AGI is subject or any provision of its certificate of incorporation or bylaws, including the amendments thereto in the forms attached as Exhibit A-1 and Exhibit A-2.

(v) Brokers' Fees. AGI has no Liability or obligation to pay any fees or commissions to any broker, finder or agent with respect to the transactions contemplated by the Transaction Documents for which COMCOR could reasonably become liable or obligated.

(vi) Disclosure. AGI has furnished to COMCOR all SEC Documents that AGI was required to file with the Securities and Exchange Commission since February 28, 1999. Except as described on Annex II, all such SEC Documents were timely filed. As of their respective filing dates, or such later date on which such documents were amended, such documents complied in all material respects with the requirements of the Securities Exchange Act. As of their respective dates, or such later date on which such documents were amended, such documents did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading. The financial statements included in such documents comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the Securities and Exchange Commission with respect thereto. Except as may be indicated in the notes to such financial statements or, in the case of unaudited financial statements, as permitted by Form 10-Q of the Securities and Exchange Commission, such financial statements have been prepared in accordance with United States generally accepted accounting principles consistently applied and fairly present the consolidated financial position of AGI and its subsidiaries at the dates thereof and the consolidated results of their operations and consolidated cash flows for the periods then ended (subject, in thecase of unaudited statements, to normal recurring adjustments).

(vii) Consents. As of the Closing, all consents of AGI's Board of Directors and stockholders, to the extent received, related to the transactions contemplated hereby will be in full force and effect.

(viii) Material Adverse Change. Since >February 28, 1999, except as described in Annex II or as set forth in the SEC Documents, there has not been:

(A) any changes in the assets, liabilities, financial condition or operations of AGI from that reflected in the financial statements included in the SEC Documents, except changes in the ordinary course of business which have not had a Material Adverse Effect, individually or in the aggregate, on AGI;

(B) any material change, except in the ordinary course of business, in the contingent Liabilities of AGI whether by way of guarantee, endorsement, indemnity, warranty or otherwise;

(C) any damage, destruction or loss, whether or not covered by insurance, materially or adversely affecting the properties or business of AGI; or

(D) any declaration or payment of any dividend or other distribution of the assets of AGI or its subsidiaries.

(ix) Insurance. AGI and its subsidiaries maintain such insurance relating to their business, operations and assets as is appropriate to their business and operations, in such amounts and against such risks as are customarily carried and insured against by owners of comparable businesses, assets and operations, and such insurance coverages will be continued in full force and effect up to and following the Closing Date, other than those insurance coverages in respect of which the failure to continue in full force and effect could not reasonably be expected to have a Material Adverse Effect on AGI.

(x) Litigation. Except as described in the SEC Documents filed since February 28, 1999 and as described on Annex II, there is no action, suit, proceeding or investigation pending or, to the Knowledge of AGI, currently threatened against AGI or its subsidiaries.

(xi) No General Solicitation. Neither AGI nor any of its Affiliates nor any Person acting on its or their behalf has engaged in any form of general solicitation or general advertising (within the meaning of Regulation D under the Securities Act) in connection with the offer and sale of any shares of AGI Common Stock to be issued pursuant to thisAgreement.

(xii) No Integrated Offering. Neither AGI nor any of its Affiliates nor any Person acting on AGI's behalf has, directly or indirectly, made any offers or sales of any securities or solicited any offers to buy any securities under circumstances that would require (A) registration of any shares of AGI Common Stock under the Securities Act or cause the offering of any of the shares of AGI Common Stock to be issued pursuant to this Agreement to be integrated with prior offerings by AGI for purposes of the Securities Act or(B) compliance with any applicable stockholder approval provisions, including without limitation under the rules and regulations of the National Association of Securities Dealers.

(xiii) S-3 Registration. AGI is currently eligible to use Form S-3 for registration of the sale by COMCOR of the Registrable Securities (as such term is defined in the Registration Rights Agreement), and AGI has filed in the preceding twelve (12) months and will file all reports required to be filed by AGI with the Securities and Exchange Commission in a timely manner so as to obtain and maintain eligibility to use Form S-3 for the resale of the Registrable Securities.

(xiv) Employees. AGI is not aware that any officer or key employee, or that any group of key employees, intends to terminate his or her employment with AGI, nor does AGI have a present intention to terminate the employment of any of the foregoing. Neither AGI nor, to its Knowledge, any employee of AGI is or will be in violation of any term of any employment contract or other contract or agreement because of the nature of the business conducted by AGI or the use by any employee of his or her best efforts with respect to such business. None of the employees of AGI belongs to any union or collective bargaining unit.

(xv) Compliance with Laws. AGI is in compliance with all applicable Laws relating to the operation of its business and the maintenance and operation of its properties and assets, including without limitation those relating to environmental and occupational health and safety, except where the failure to so comply would not have a Material Adverse Effect on AGI. No material expenditures are, or to the Knowledge of AGI will be, required in order to comply with any existing statutes, Laws and regulations.

(xvi) Title to Property and Assets; Leases. Except (A) as reflected in the SEC Documents, (B) for Liens for current Taxes not yet delinquent, (C) for Liens imposed by law and incurred in the ordinary course of business for obligations not past due to carriers, warehousemen, laborers, materialmen and the like, (D) for Liens in respect of pledges or deposits under worker compensation Laws or similar legislation, (E) for minor defects in title, none of which individually or in the aggregate materially interferes with the use of such property, (F) with respect to property or assets that are leased or (G) as described on Annex II, AGI has good and marketable title to its property and assets, free and clear of all Liens. With respect to any property and assets that it leases, AGI holds a valid leasehold interest free and clear of any Liens (subject to clauses (A) through (E) above).

(xvii) Tax Matters. AGI has timely filed all tax returns and reports as required by law. AGI has paid all taxes and other assessments due pursuant to such returns or pursuant to any assessment received by it, other than those contested by it in good faith, except where the failure to pay such taxes would not have a Material Adverse Effect on AGI. The provision for Taxes of AGI as shown in its financial statements filed in the SEC Documents is adequate, to the Knowledge of AGI, for Taxes due and accrued as of the date thereof.

(xviii) Nasdaq Listing. The AGI Common Stock is listed on the Nasdaq National Market. Except as described on Annex II, AGI has no Knowledge of any proceedings to revoke such listing. The sales of shares of AGI Common Stock in accordance with the terms of this Agreement will not violate any rules of the Nasdaq National Market or the National Association of Securities Dealers as in effect on the date hereof and the Closing Date.

4. Pre-Closing Covenants. The Parties agree as follows with respect to the period between the execution of this Agreement and the Closing.

a) General. Each of the Parties shall use its reasonable best efforts to take all action and to do all things necessary, proper or advisable in order to consummate and make effective the transactions contemplated by this Agreement (including satisfaction, but not waiver, of the closing conditions set forth in §6 below).

b) Notices and Consents. Each of the Parties shall give any notices to, make any filings with and use its reasonable best efforts to obtain any authorizations, consents and approvals of Governmental and Regulatory Authorities in connection with the matters referred to in §3(a)(ii) and §3(b)(ii) above.

c) Notice of Developments. Each Party shall give prompt written notice to the other Party of any material adverse development causing a breach of any of its representations and warranties in §3 above. No disclosure by either Party pursuant to this §4(c), however, shall be deemed to amend or supplement Annex I or Annex II or to prevent or cure any misrepresentation, breach of warranty or breach of covenant.

d) Form D; Blue Sky Laws. Promptly after the Closing Date, AGI shall file with the Securities and Exchange Commission a Form D with respect to the AGI Common Stock to be issued pursuant to §2 above and shall provide a copy thereof to COMCOR. AGI shall, on or before the Closing Date, take any such action as AGI shall reasonably determine is necessary to qualify the AGI Common Stock to be issued pursuant to §2 for sale to COMCOR under applicable securities or "blue sky" Laws of the states of the United States or any other jurisdiction (or to obtain exemption therefrom), and AGI shall provide evidence of any such action to be taken to COMCOR on or prior to the Closing Date.

e) AGI Capitalization. Between the date of this Agreement through and including the Closing Date, AGI shall not issue any additional shares of its capital stock except (i) pursuant to currently outstanding instruments which provide for exercise or conversion into capital stock, (ii) as required to consummate the transactions contemplated by the MBC Agreement, (iii) in connection with any grants of restricted stock or stock options identified on Annex II and (iv) pursuant to that certain letter agreement, dated May 23, 2003 between AGI and Kivira Trading Co. Ltd. identified on Annex II. Notwithstanding the foregoing, in no event shall the total number of shares of AGI Common Stock to be issued and outstanding after giving effect to closing of transactions contemplated by the MBC Agreement, as calculated on a fully diluted basis as reported in the SEC Documents excluding the shares to be issued pursuant to this Agreement and any shares to be issued pursuant to §4(e)(i) and (iv) above, exceed 5,000,000.

5. Post-Closing Covenants. The Parties agree as follows with respect to the period following the Closing.

a) General. In case at any time after the Closing any further action is necessary or desirable to carry out the purposes of this Agreement, each of the Parties shall take such further action (including the execution and delivery of such further instruments and documents) as any other Party reasonably may request. COMCOR acknowledges and agrees that, from and after the Closing, AGI will be entitled to possession of all documents, books, records (including Tax records), agreements and financial data of any sort relating to CCTV.

b) Contribution to CCTV. COMCOR shall make and AGI shall make, or shall cause MBC to make, capital contributions to CCTV in the amounts, at the times and in the manner set forth on Annex III attached hereto.

c) Reserved.

d) Reporting Status. So long as COMCOR owns any of the shares of the AGI Common Stock to be issued hereunder, AGI shall timely file, or seek permissible extensions for filing, all reports required to be filed with the Securities and Exchange Commission pursuant to the Securities Exchange Act, and AGI shall not terminate its status as an issuer required to file reports under the Securities Exchange Act even if the Securities Exchange Act or the rules and regulations thereunder would permit such termination.

e) Nasdaq National Market. So long as COMCOR owns at least 10% of the shares of the AGI Common Stock to be issued hereunder, AGI shall use reasonable efforts such that the AGI Common Stock will continue to be quoted on the Nasdaq National Market and shall comply in all respects with the reporting, filing and other obligations of the bylaws or rules of the National Association of Securities Dealers.

f) Litigation Support. In the event and for so long as any Party actively is contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act or transaction on or prior to the Closing Date involving CCTV and to the extent to which the Parties are not adverse to each other, each of the Parties shall cooperate with the other Party and its counsel in the contest or defense, shall make available its personnel at the expense of the requesting party and shall provide such testimony and access to its books and records as shall be necessary in connection with the contest or defense.

g) Confidentiality. COMCOR shall treat and hold as such all of the Confidential Information, refrain from using any of the Confidential Information except in connection with the Transaction Documents and deliver promptly to AGI or destroy, at the request and option of AGI, all tangible embodiments (and all copies) of the Confidential Information which are in its possession. In the event that COMCOR is requested or required (by oral question or request for information or documents in any legal proceeding, interrogatory, subpoena, civil investigative demand or similar process) to disclose any Confidential Information, COMCOR shall notify AGI promptly of the request or requirement so that AGI may seek an appropriate protective order or waive compliance with the provisions of this §5(g). If, in the absence of a protective order or the receipt of a waiver hereunder, COMCOR is, on the advice of counsel, compelled by law or regulation to disclose any Confidential Information to any tribunal, then COMCOR may disclose such Confidential Information to the tribunal; provided, however, that COMCOR shall use its reasonable best efforts to obtain, at the reasonable request of AGI, an order or other assurance that confidential treatment will be accorded to such portion of the Confidential Information required to be disclosed as AGI shall designate. The foregoing provisions shall not apply to any Confidential Information that is generally available to the public immediately prior to the time of disclosure.

h) Regulatory Compliance. COMCOR shall provide AGI, promptly upon request, with all information that AGI reasonably requires from COMCOR in order to complete any securities or regulatory filings that AGI is required to make.

i) Continuation of Business. So long as COMCOR owns not less than 12.5% of the issued and outstanding AGI Common Stock, calculated on a fully diluted basis treating all options as exercised and all convertible securities as converted, without the prior written consent of COMCOR, AGI shall not make a material change in the nature of the business and operations conducted by AGI on the date hereof. For purposes of this §5(i) a "material change" shall mean any change that effects in a material adverse manner the business and operations of CCTV.

j) Adjustments of Estimated CCTV Liabilities. The Parties agree to work in good faith to promptly identify and make adjustments with respect to the final determination of amounts owed by CCTV under the Strategic Services Agreement as contemplated by §3 of the funding obligations time frame table set forth in Annex III .

k) AGI Rights Offering. AGI shall use its commercially reasonable best efforts to undertake and consummate a common stock rights offering (the "AGI Rights Offering") with proceeds to AGI of at least US$1,500,000 (less any related fees or expenses) as early as September or October 2003 but no later than August 31, 2004. COMCOR agrees to use its reasonable best efforts to take any action reasonably necessary to effect the AGI Rights Offering.

6. Conditions to Obligation to Close.

a) Conditions to Obligation of AGI. The obligation of AGI to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions:

(i) the representations and warranties set forth in §3(a) above shall be true and correct in all material respects at and as of the Closing Date;

(ii) COMCOR shall have performed and complied with all of its covenants hereunder in all material respects through the Closing; provided however, in the event that COMCOR shall not have obtained requisite Russian Central Bank approval on or before the Closing Date, AGI shall deliver the shares of AGI common stock deliverable pursuant to §2(b) above to the Trustee pursuant to the terms of a trust which shall hold such shares of AGI Common Stock for the benefit of COMCOR until such time as the requisite Russian Central Bank approval has been obtained;

(iii) no action, suit or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling or charge would (A) prevent consummation of any of the transactions contemplated by the Transaction Documents, (B) cause any of the transactions contemplated by the Transaction Documents to be rescinded following consummation, (C) materially adversely effect the right of AGI to own the CCTV Shares or to control CCTV directly or (D) materially adversely effect the right of CCTV to own its assets and operate its businesses, and in each case no such injunction, judgment, order, decree, ruling or charge shall be in effect;

(iv) COMCOR shall have delivered to AGI a certificate to the effect that each of the conditions specified in §6(a)(i)-(iii) above is satisfied in all respects;

(v) all applicable waiting periods, if any, and any extensions thereof under the Hart-Scott-Rodino Act, if applicable, shall have expired or otherwise been terminated, and each Party shall have received all other authorizations, consents and approvals of Governmental and Regulatory Authorities referred to in §3(a)(ii) and §3(b)(ii) above and on Annex I and Annex II;

(vi) the transactions contemplated by the MBC Agreement shall have been consummated or shall be to be consummated simultaneously with the Closing, and AGI shall hold or shall have rights to acquire simultaneously with the Closing substantially all of the capital stock of MBC;

(vii) AGI shall have obtained the approval of its stockholders with respect to the adoption of the Amendments and the transactions contemplated hereby and as required by the National Association of Securities Dealers, the Laws of the State of Delaware, the Securities Act and the Securities Exchange Act;

(viii) the Transaction Documents shall have been executed and delivered by the parties thereto other than AGI;

(ix) AGI shall have received an opinion of Russian counsel to COMCOR, with respect to issues of Russian law in substantially the form attached to Exhibit E;

(x) AGI shall have received 5,030 additional shares of CCTV, as set forth in §1 of the funding obligations time frame table set forth in Annex III;

(xi) COMCOR shall have made additional capital contributions to CCTV which have resulted in the conversion of liabilities of CCTV to COMCOR of the equivalent of US$1,143,006 into 1,756 additional shares of CCTV, as set forth in §2 of the funding obligations time frame table set forth in Annex III; and

(xii) COMCOR shall have accepted 365 additional shares of CCTV, having a deemed value of US$237,488, as partial payment for services provided under the Strategic Services Agreement for the period beginning January 1, 2003 through December 31, 2003 as set forth in §3 of the funding obligations time fame table set forth in Annex III.

AGI may waive any condition specified in this §6(a) if it executes a writing so stating at or prior to the Closing.

b) Conditions to Obligation of COMCOR. The obligation of COMCOR to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions:

(i) the representations and warranties set forth in §3(b) above shall be true and correct in all material respects at and as of the Closing Date;

(ii) AGI shall have performed and complied with all of its covenants hereunder in all material respects through the Closing;

(iv) all applicable waiting periods, if any, and any extensions thereof under the Hart-Scott-Rodino Act, if applicable, shall have expired or otherwise been terminated, and each Party shall have received all other authorizations, consents and approvals of Governmental and Regulatory Authorities referred to in §3(a)(ii) and §3(b)(ii) above and on Annex I and Annex II;

(v) the transactions contemplated by the MBC Agreement shall have been consummated or shall be to be consummated simultaneously with the Closing, and AGI shall hold or shall have rights to acquire simultaneously with the Closing substantially all of the shares of capital stock of MBC;

(vi) AGI shall have obtained approval of its stockholders with respect to the transactions contemplated hereby as required by the National Association of Securities Dealers, the Laws of the State of Delaware, the Securities Exchange Act and the Exchange Act;

(vii) the Amendments shall have been adopted in accordance with applicable Law and regulations and shall be in full force and effect;

(viii) the Transaction Documents shall have been executed and delivered by the parties thereto other than COMCOR;

(ix) AGI shall have provided COMCOR with (i) copies of documentation relating to the ownership by AGI Common Stock by the stockholders who shall be parties to the Voting Agreement, satisfactory in form and substance to COMCOR and its counsel, and (ii) all other due diligence material reasonably requested by COMCOR relating to the ownership of AGI Common Stock by such stockholders, and COMCOR shall find that such due diligence material raises no issues, in COMCOR's sole determination, relating to whether the designated parties to the Voting Agreement hold at least the percentage of AGI Common Stock set forth in §2(d) above;

(x) AGI shall have made additional capital contributions to CCTV in the amount of US$3,500,000, as set forth in §1 of the funding obligations time frame table set forth in Annex III; and

(xi) Three members of the Board of Directors of AGI shall have delivered their resignations from the Board of Directors of AGI and any related committees thereof effective as of the Closing Date and the Board of Directors of AGI shall fill such vacancies with three individuals nominated by COMCOR, which appointments shall be effective immediately after giving effect to the Closing.

COMCOR may waive any condition specified in this §6(b) if it executes a writing so stating at or prior to the Closing.

7. Survival of Representations and Warranties. All of the representations and warranties of the Parties contained in this Agreement shall survive the Closing, even if the other Party knew or had reason to know of any misrepresentation or breach of warranty or covenant at the time of Closing) and shall continue in full force and effect thereafter (subject to any applicable statutes of limitation).

8. Indemnification.

a) To the fullest extent permitted by law, COMCOR shall hold AGI harmless from and against any and all third-party actions, suits, claims, proceedings, costs, losses, damages, judgments, amounts paid in settlement and reasonable expenses (including, without limitation, reasonable attorneys' fees and disbursements) suffered or incurred directly by AGI to the extent relating to or arising out of any material inaccuracy in or material breach, violation or nonobservance of the representations, warranties, covenants or other agreements made by COMCOR in the Transaction Documents. Notwithstanding the foregoing, no general decline in the value of the AGI Common Stock after the date hereof or the Closing Date shall be the sole basis for a claim against COMCOR pursuant to this §8(a).

b) In connection with (i) any filings made with the Securities and Exchange Commission under the Securities Act or the Securities Exchange Act related to the approval of the transactions contemplated by the Transaction Documents by the stockholders of AGI, save and except for filings made in connection with registrations undertaken in accordance with the Registration Rights Agreement, and (ii) any filings made with any securities agency of any state or other jurisdiction of the United States in connection with the issuance of the AGI Common Stock to COMCOR pursuant hereto, COMCOR shalland hereby does indemnify and hold harmless AGI and its directors, officers, legal counsel, independent accountant and other representatives against any losses, claims, damages or liabilities, joint or several, to which any such Person may become subject under the Securities Act, the Securities Exchange Act or the securities Laws of any such state, including such losses, claims, damages or liabilities (or actions or proceedings, whether commenced or threatened, in respect thereof) that arise out of or are based upon (a) any untrue statement or alleged untrue statement of any material fact contained in any such filings, including any document incorporated therein by reference, or any amendment or supplement to such filing, or (b) any omission or alleged omission to state in such filing a material fact required to be stated or necessary to make the statements therein in light of the circumstances in which they were made not misleading, to the extent and only to the extent that such losses, claims, damages or liabilities are alleged under the foregoing clauses (a) or (b) to arise from any information furnished in writing on or after the date hereof by COMCOR to AGI expressly for inclusion in any such filing. COMCOR shall reimburse any Person indemnified hereunder for reasonable legal or other expenses incurred by it in connection with investigating or defending any such loss, claim, damage or liability. In addition to and without limiting the foregoing or the provisions of §10(h), all such claims under this §8 shall not be subject to the arbitration provision of §10(i) and COMCOR may be joined as a party, if permissible under governing Law, to any litigation or proceeding commenced against any Indemnified Party which gives rise to indemnity claims by such Parties under this §8. The indemnification provided by this §8 shall be made by periodic payments by COMCOR of the amount thereof during the course of the investigation or defense, as and when bills are received by any Person indemnified hereunder and as such loss, claim, damage or liability is incurred.

9. Termination.

a) Termination of Agreement. The Parties may terminate this Agreement as provided below:

(i) AGI and COMCOR may terminate this Agreement by mutual written consent at any time prior to the Closing;

(ii) AGI may terminate this Agreement by giving written notice to COMCOR at any time prior to the Closing in the event that COMCOR has breached any material representation, warranty or covenant contained in this Agreement in any material respect, provided that AGI has notified COMCOR of the alleged breach and the breach has continued without cure for a period of 20 days after the notice of breach;

(iii) COMCOR may terminate this Agreement by giving written notice to AGI at any time prior to the Closing in the event that AGI has breached any material representation, warranty or covenant contained in this Agreement in any material respect, provided that COMCOR has notified AGI of the alleged breach and the breach has continued without cure for a period of 20 days after the notice of breach;

(iv) Either AGI or COMCOR shall be entitled to unilaterally terminate this Agreement by giving written notice of its intent to terminate to the other Party in the event that AGI is unable to obtain approval of its stockholders as contemplated by the Agreement as set forth in §6(a)(vii) and §6(b)(vii) within 150 days of the date on which AGI contributed US$3,500,000 pursuant to §1 of the funding obligations time frame table set forth in Annex III; provided, however, that there shall be excluded from the 150 day period any delays that are attributable to the failure of COMCOR to cooperate in a timely and reasonable manner with any request made by any Governmental or Regulatory Authority to AGI that AGI in good faith deems necessary in order to obtain such approval;

(v) COMCOR shall be entitled to terminate this Agreement by giving written notice of its intent to terminate to AGI in the event that AGI has failed to contribute US$3,500,000 pursuant to §1 of the funding obligations time frame table set forth in Annex III within 20 days after the signing of this Agreement; provided, however, that there shall be excluded from the 20 day period any delays that are outside the control of AGI; notwithstanding the foregoing in no event shall such US$3,500,000 be contributed by AGI later than December 31, 2003;

(vi) AGI shall be entitled to terminate this Agreement by giving written notice of its intent to terminate to COMCOR in the event that COMCOR has failed to contribute US$1,143,006 pursuant to §2 of the funding obligations time frame table set forth in Annex III within 30 days after the registration of the Report on Issuance of Shares to AGI; provided, however, that there shall be excluded from the 30 day period any delays that are outside the control of COMCOR; and

(vii) AGI shall be entitled to terminate this Agreement in the event COMCOR has not accepted 365 additional shares of CCTV, having a deemed value of US$237,488, on or before the deadline provided in §3 of the funding obligations time frame table set forth in Annex III as partial payment for services provided under the Strategic Services Agreement for the period beginning January 1, 2003 through December 31, 2003.

b) Effect of Termination. If any Party terminates this Agreement pursuant to §9(a) above, all rights and obligations of the Parties hereunder, except the confidentiality provisions included herein which shall be effective from the date of termination, shall terminate without any Liability of either Party to the other Party (except for any Liability of any Party then in breach).

10. Miscellaneous.

a) Press Releases and Public Announcements. No Party shall issue any press release or make any public announcement relating to the subject matter of this Agreement prior to the Closing without the prior written approval of the other Party; provided, however, that AGI may issue any press release, make any filing or make any other public disclosure that it believes in good faith that it is required to make by applicable law or any listing or trading agreement concerning its publicly traded securities, in which case AGI shall advise the other Party prior to making the disclosure.

b) No Third-Party Beneficiaries. This Agreement shall not confer any rights or remedies upon any Person other than the Parties and their respective successors and permitted assigns.

c) Entire Agreement. The Transaction Documents constitute the entire agreement among the Parties and supersede any prior understandings, agreements or representations by or between the Parties, written or oral, to the extent that they relate in any way to the subject matter hereof.

d) Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns. No Party may assign either this Agreement or any of its rights, interests or obligations hereunder without the prior written approval of the other Party; provided, however, that AGI may (i) assign any or all of its rights and interests hereunder to one of its Subsidiaries and (ii) designate one of its Subsidiaries to perform its obligations hereunder, provided that notwithstanding such designation AGI shall remain responsible for the performance of its obligations hereunder.

e) Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

f) Headings. The section headings contained in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement.

g) Notices. All notices, demands and other communications shall be sufficiently given for all purposes hereunder if in writing and delivered and sent by documented overnight delivery service or, to the extent receipt is confirmed, by facsimile or other electronic transmission service to the appropriate address or number set forth below.

If to COMCOR: COMCOR 17, Neglinnaya Ul. Bld. 2 Moscow 127051, Russia Attention: Sergei Golovin Facsimile: 7 (095) 250-7455	Copy to: McDermott, Will & Emery 50 Rockefeller Plaza New York, NY 10020 Attention: Kathryn Beller, Esq. Facsimile: (212) 547-5444

If to AGI: Andersen Group, Inc. 405 Park Avenue Suite 1202 New York, NY 10022 Attention: Francis E. Baker Facsimile: (212) 888-5620	Copy to: Akin Gump Strauss Hauer & Feld LLP 590 Madison Avenue New York NY 10022 Attention: Robert Langer Esq. Facsimile: (212) 872-1002

Any Party may change the address to which notices, requests, demands and other communications hereunder are to be delivered by giving the other Party notice in the manner herein set forth.

h) Governing Law and Language.

(i) This Agreement shall be governed by and construed in accordance with the domestic Laws of the State of New York without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the Laws of any jurisdiction other than the State of New York; provided, however, that any agreements referred to herein which by their terms are expressly governed by the laws of another jurisdiction shall be governed by such laws; and further provided that nothing in this §10(h) shall permit any Party to bring any action, claim, demand, litigation or other legal proceeding arising out of or relating to this Agreement in any tribunal other than as set forth in §10(i) below, except to enforce an award issued by the arbitrators in accordance with §10(i) below.

(ii) This Agreement is written in English, and any Russian language text is provided only for the convenience of the parties. In the case of inconsistency or issues of interpretation between the English and Russian texts, the English text shall control.

i) Arbitration. Subject to §10(p) below, any dispute, controversy or claim between the Parties arising out of or relating to this Agreement or the breach, termination or validity hereof shall be referred to and finally resolved by arbitration in New York, New York, to the exclusion of all other procedures, in accordance with the rules then in force of the American Arbitration Association, which are deemed to be incorporated by reference into this §10(i). In any such arbitration, three arbitrators shall be appointed in accordance with the such rules. Where the rules of the American Arbitration Association do not provide for a particular situation, the arbitrators shall determine the course of action to be followed. The English language shall be used throughout any arbitral proceeding. Subject to §10(p) below, to the maximum extent permitted by applicable Law, the Parties agree not to assert any rights to have any court rule on a question of law affecting the arbitration or to hear any appeal from or entertain any judicial review of the arbitral award.

j) Agreement Not to Asset Claims/Sovereign Immunity. Each Party hereby agrees, to the fullest extent permitted by applicable Laws, that it will not assert a claim with regard to (i) any objection that it may have now or in the future to the venue of any action, suit, arbitral proceeding or proceeding in any court referred to in this §10(j), including forum non conveniens, (ii) any claim that any such action, suit or proceeding has been brought in an inconvenient forum, (iii) any and all rights to demand a trial by jury in any such action, suit, or proceeding brought pursuant to this §10(j) or (iv) with respect to all disputes, claims, controversies and all other matters of any nature whatsoever that may arise under or in connection with this Agreement, all immunity it may otherwise have as a sovereign, quasi-sovereign or state-owned entity (or similar entity) from any and all proceedings (whether legal, equitable, arbitral, administrative or otherwise), attachment of assets or enforceability of judicial or arbitral awards.

k) Amendments and Waivers. No amendment of any provision of this Agreement shall be valid unless the same shall be in writing and signed by the Parties. No waiver by any Party of any default, misrepresentation or breach of warranty or covenant hereunder, whether intentional or not, shall be deemed to extend to any prior or subsequent default, misrepresentation or breach of warranty or covenant hereunder or affect in any way any rights arising by virtue of any prior or subsequent such occurrence.

l) Severability. Any term or provision of this Agreement that is invalid or unenforceable in any situation in any jurisdiction shall not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction.

m) Expenses. Each Party shall bear its own costs and expenses (including legal fees and expenses) incurred in connection with this Agreement and the transactions contemplated hereby.

n) Construction; Adequate Counsel.

(i) Construction. The Parties have participated jointly in the negotiation and drafting of this Agreement. In the event that an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties, and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any of the provisions of this Agreement; and

(ii) Adequate Counsel. Each Party hereby represents and warrants that it and its legal counsel have adequate information regarding the terms of this Agreement, the scope and effect of the transactions contemplated hereby and all other matters encompassed by this Agreement to make an informed and knowledgeable decision with regard to entering into this Agreement.

o) Incorporation of Exhibits and Annexes. The exhibits and annexes identified in this Agreement are incorporated herein by reference and made a part hereof.

p) Specific Performance. Each Party acknowledges and agrees that the other Party would be damaged irreparably in the event that COMCOR shall fail to deliver the CCTV Shares to be delivered on the Closing Date in accordance herewith or AGI shall fail to issue the AGI Common Stock to COMCOR on the Closing Date in accordance herewith. Accordingly, each Party agrees that the other Party shall be entitled to an injunction or injunctions for specific performance to the extent but only to the extent that a failure described in the preceding sentence shall occur in addition to any other remedy to which such Party may be entitled at law or in equity, so long as the Party seeking specific performance has met all conditions to the performance of such obligations and the performance of such obligations is reasonably within the control of the Party with respect to which specific performance of an obligation is sought. In no event shall this §10(p) be construed to entitle either Party to specific performance of any other obligation in the Transactions Documents.

q) Fiduciary Duties. (i) Notwithstanding any other provision contained in this Agreement to the contrary, if, at any time the Board of Directors of AGI (the "AGI Board") determines, upon advice of U.S. legal counsel, that it is necessary to do so in order to act in a manner consistent with the AGI Board's fiduciary duties to its stockholders as the Board of Directors of a Delaware public company, the AGI Board shall be entitled, without incurring any liability or obligation therefor to COMCOR (other than as provided in this §10(q)(i)), to take such action or actions that are consistent with the exercise of such fiduciary duty of the AGI Board, including the termination of this Agreement and/or any obligations arising hereunder; provided, however, the right of termination under this §10(q)(i) shall not apply to the obligation of AGI to deliver additional AGI shares in the event it does not contribute all or part of the US$5,828,753 within the time frame set forth in paragraph 5 of Annex III. In the event AGI terminates this Agreement or any of its obligations hereunder pursuant to this §10(q)(i), AGI shall indemnify and hold COMCOR harmless from and against any and all judgments rendered against COMCOR (including reasonable attorney's fees incurred by COMCOR in connection with such judgment) in favor of non-COMCOR affiliated third parties that are solely and directly the result of the termination of this Agreement pursuant to this §10(q)(i), up to an amount not to exceed US$250,000 in the aggregate for all such judgments and attorney's fees.

In the event that there is any inconsistency or conflict between the provisions of this §10(q)(i) and any of the other provisions contained in this Agreement, the terms and conditions of this clause shall govern and control to the extent of any such inconsistency or conflict.

(ii) In the event that any action, proceeding, complaint or litigation is commenced by a non-COMCOR affiliated third party involving a claim for which AGI may be liable pursuant to §10(q)(i) (an "Asserted Liability"), COMCOR shall promptly notify AGI in writing of such Asserted Liability (the "Claim Notice"); provided that no delay on the part of COMCOR in giving any such Claim Notice shall relieve AGI of any indemnification obligation under §10(q)(i) unless (and then solely to the extent that) AGI is materially prejudiced by such delay. AGI shall have thirty (30) days (or less if the nature of the Asserted Liability requires) from its receipt of the Claim Notice (the "Notice Period") to notify COMCOR whether or not AGI desires, at Age's sole cost and expense and by counsel of its own choosing (which shall be reasonably satisfactory to COMCOR) to defend against such Asserted Liability. If AGI undertakes to defend against such Asserted Liability, (A) AGI shall use its reasonable best efforts to defend and protect the interests of COMCOR with respect to such Asserted Liability, (B) COMCOR, prior to or during the period in which AGI assumes the defense of such matter, may take such reasonable actions as COMCOR deems necessary to preserve any and all rights with respect to such matter (including, but not limited to, participating in the defense proceedings with counsel so chosen by COMCOR), provided, however such actions shall not be construed as a waiver of COMCOR's rights to defense and indemnification pursuant to this Agreement, (C) AGI shall not, without the prior written consent of COMCOR, consent to any settlement which (I)does not contain an unconditional release of COMCOR from the subject matter of the settlement, (II) imposes any liabilities or obligations on COMCOR, and (C) with respect to any non-monetary provision of such settlement, could impose conditions upon COMCOR which, in COMCOR's reasonable judgment could have a material adverse effect on the business operations, assets, properties or prospects of COMCOR and (B) in the event that AGI undertakes to defend against such Asserted Liability, unless otherwise agreed to in writing, AGI shall be deemed to have unconditionally accepted the obligation that AGI will indemnify COMCOR pursuant hereto. Notwithstanding the foregoing, in any event, COMCOR shall have the right to control, pay or settle any Asserted Liability which AGI shall have undertaken to defend so long as COMCOR shall also waive any right to indemnification therefor by AGI. If AGI undertakes to defend against such Asserted Liability, COMCOR shall cooperate to the extent reasonable with AGI and its counsel in the investigation, defense and settlement thereof at the expense of AGI. If COMCOR desires to participate in any such defense it shall pay its own counsel fees, subject to the reimbursement rights set forth in §10(q)(i). If AGI does not undertake to defend against such Asserted Liability within the Notice Period, then AGI shall have the right to participate in any such defense at the AGI's sole cost and expense, but, in such case, COMCOR shall control the investigation and defense and may settle or take any other actions COMCOR deems reasonably advisable without in any way waiving or otherwise affecting COMCOR's rights to indemnification pursuant to this Agreement. COMCOR and AGI agree to make available to each other, their counsel and other representatives, all information and documents available to them which relate to such claim or demand. COMCOR and AGI also agree to render to each other such assistance and cooperation as may reasonably be required to ensure the proper and adequate defense of such claim or demand.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first above written.

ANDERSEN GROUP, INC.

By: /s/ Francis E. Baker
Title: Secretary

MOSKOVSKAYA TELECOMMUNIKATSIONNAYA CORPORATSIYA

By: /s/ Yuri I. Pripachkin
Title: Chairman

EX-99 3 firstamendmentex2.htm FIRST AMENDMENT

Exhibit 2

Execution Copy

Andersen Group Inc.
405 Park Avenue, Suite 1202
New York, NY 10022

February 23, 2004

OAO Moskovskaya Telecommunikatsionnaya Corporatsiya
Ul. Neglinnaya, 17/2
Moscow, Russia 103051
Attention: General Director

Re: Stock Subscription Agreement between Andersen Group, Inc. and Moskovskaya Telekommunikatsionnaya Corporatsiya dated May 23, 2003 (hereinafter the "Agreement")

Gentlemen:

This letter agreement (hereinafter this "Letter Agreement") is being delivered to you in connection with the transactions contemplated by the Agreement and amends the Agreement to the extent set forth below. All capitalized terms herein that are not otherwise defined shall have the respective meanings set forth in the Agreement, which is incorporated herein by reference.

1. The issuances of shares of CCTV common stock and related contributions that are set forth as items 2 and 3 of the time frame table that is Paragraph 2 of Annex III of the Agreement (hereinafter collectively referred to as the "Contribution and Issuance") shall not be a condition to the obligation to close as set forth in Sections 6(a)(xi) and 6(a)(xii) of the Agreement, and COMCOR shall not undertake the Contribution and Issuance as required under Section 5(b) of the Agreement.

2. The figure "42,110" in Section 2(a) of the Agreement shall be replaced with the figure "39,989".

3. The figure "4,220,879" in Section 2(b) of the Agreement shall be replaced with the figure "4,000,000".

4. COMCOR and AGI agree that, as soon as reasonably practical after Closing, they shall formulate mutually agreeable and reasonably practical measures and undertake such measures at reasonably practical speed so that such measures will result in the elimination of a specified debt of CCTV to COMCOR (in the amount of 43,898,587 rubles) in exchange for 220,879 privately placed shares of AGI Common Stock.

5. No later than March 31, 2004, COMCOR shall, or shall cause another company at COMCOR's direction to, subscribe for 650,000 newly issued shares of OAO Institute of Automated Systems (hereinafter "IAS") for a purchase price equivalent to approximately US$1,900,000 (hereinafter the "Share Purchase Obligation").

6. Each of COMCOR and AGI agrees, on behalf of itself and its directors, officers, employees, affiliates, and companies at its direction to use its respective reasonable best efforts to cause the proceeds received by IAS in connection with the satisfaction of the Share Purchase Obligation to be used to repay and discharge all indebtedness of IAS to OAO International Bank of Trade and Labor, also known as MBTS Bank (hereinafter, the "IAS Debt Repayment").

7. Immediately following its acquisition of the IAS shares as contemplated by Section 5 above, COMCOR shall, or shall cause another company at COMCOR's direction to, sell 282,722 IAS shares to CCTV for a purchase price to be mutually agreed. The parties hereto acknowledge that after giving effect to such sale CCTV will own approximately 43% of the issued and outstanding IAS shares, as calculated on a fully diluted basis.

8. Paragraph 5 subpart (a) of Annex III of the Agreement shall be deleted in its entirety and replaced with the following: "US$861,856 (which reflects a US$138,144 credit for amounts paid by AGI in cash on behalf of CCTV within 20 days of signing this Agreement), to be delivered within 20 days of the Closing."

9. (a) Paragraph 5 subpart (b) of Annex III of the Agreement shall be deleted in its entirety and replaced with the following: "US$1,500,000, to be delivered within 20 days of the closing of the AGI Rights Offering; and".

(b) The date "August 31, 2004" set forth in Section 5(k) of the Agreement shall be replaced with "reasonably practical."

10. The date "March 31, 2005" set forth in Paragraph 5 subpart (c) of Annex III of the Agreement shall be replaced with the date "July 31, 2005."

11. The date "March 31, 2005" set forth in item 5 of the time frame table that is Paragraph 2 of Annex III of the Agreement shall be replaced with the date "July 31, 2005."

12. (a) The date "April 1, 2005" set forth in Paragraph 5 of Annex III of the Agreement shall be replaced with "within twenty (20) days of the later to occur of (i) July 31, 2005, and (ii) the satisfactory completion of both the IAS Debt Repayment and the transaction contemplated by Paragraph 7 of this Letter Agreement."

(b) The parties hereto acknowledge that AGI's obligation to deliver 477,994 shares of AGI Common Stock (or a pro rata share thereof) to COMCOR as contemplated by the second to last and last full paragraphs of Paragraph 5 of Annex III shall not be required to be performed until twenty (20) days after the later to occur of (a) August 1, 2005 and (b) satisfactory completion of both the IAS Debt Repayment and the transaction contemplated by Paragraph 7 of this Letter Agreement.

13. COMCOR hereby agrees that it will purchase its pro rata share of the rights offered to the holders of AGI Common Stock in the AGI Rights Offering. COMCOR agrees to execute and deliver all customary agreements and documents necessary to consummate the obligations set forth in this Paragraph 13.

Except as modified herein, the Agreement shall remain in full force and effect in all other respects. Any disputes arising from or in connection with this Letter Agreement shall be resolved according to the provisions of the Agreement. Each party hereby represents and warrants that (a) it has the respective power and authority to enter into and perform its respective obligations under this Letter Agreement and (b) the performance of its respective obligations under this Letter Agreement will not conflict with any of its existing obligations, agreements or understandings.

This Letter Agreement (a) may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument, and (b) may not be amended, modified or supplemented without the prior written consent of each party hereto.

Each party agrees that this Letter Agreement constitutes the entire agreement between the parties with respect to the subject matter herein and supersedes all prior understandings and agreements with respect thereto.

Please sign below to indicate your acceptance of, and agreement to be bound by, the foregoing terms and conditions.

Very truly yours,

ANDERSEN GROUP, INC.

By: /s/ Oliver R. Grace, Jr.
Name: Oliver R. Grace, Jr.
Title: President

By: /s/ Francis E. Baker
Name: Francis E. Baker
Title: Secretary

ACCEPTED AND AGREED:

OAO COMCOR

By: /s/ Aram Sarkisovich Grigoryan
Name: Aram Sarkisovich Grigoryan

Title: General Director

By: /s/ Natalia Ivanovna Vasilyeva
Name: Natalia Ivanovna Vasilyeva
Title: Chief Accountant

EX-99 4 secondamendmentex3.htm SECOND AMENDMENT AMENDMENT

AMENDMENT

This AMENDMENT (the "Amendment") with respect to the Stock Subscription Agreement (the "Agreement") signed in May 2003, effective April 1, 2003, between Moscow CableCom Corp. (formerly known as Andersen Group Inc.), a Delaware corporation (the "Company"), and Moskovskaya Telecommunikationnaya Corporatsiya(COMCOR), an open joint stock company organized under the laws of the Russian Federation ("COMCOR" and together with the Company, the "Parties" and each individually a "Party"), as amended by the First Letter Agreement dated February 23, 2004 (the "First Letter Agreement"), and the Second Letter Agreement dated February 23, 2004 (the "Second Letter Agreement"), is made and entered into by the Parties as of August 26, 2004. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Agreement.

WHEREAS, the Company intends to enter into a Series B Convertible Preferred Stock Subscription Agreement (the "Subscription Agreement") with Columbus Nova Investments VIII Ltd., a Bahamas company (the "Investor"), dated as of the date hereof, whereby the Investor will acquire 4,500,000 shares of Series B Convertible Preferred Stock, par value $.01 per share of the Company (the "Series B Preferred Stock"), and the Company and the Investor will enter into a Warrant Agreement, whereby the Investor will acquire warrants that will be initially exercisable for 8,283,000 shares of Series B Preferred Stock (the "Warrant Agreement");

WHEREAS, the Company and the Investor would like to amend and terminate certain agreements between the Parties relating to ZAO COMCOR TV, a closed joint stock company organized under the laws of the Russian Federation and a subsidiary of the Company ("CCTV"), ABC Moscow Broadband Communication Limited, a Cyprus-based limited liability company and a wholly owned subsidiary of the Company ("MBC"), and Institute for Automated Systems, an open joint stock company organized under the laws of the Russian Federation ("IAS"), in accordance with the terms and conditions of this Amendment; and

WHEREAS, in order to facilitate the entry by the Company and the Investor into the Subscription Agreement and the Warrant Agreement and as a closing condition to the consummation of the transactions contemplated thereby, the Parties agree to amend and terminate certain provisions of the Agreement in accordance with this Amendment concurrent with the Closing (as such term is defined in the Subscription Agreement) on the terms and subject to the conditions set forth herein;

NOW, THEREFORE, in consideration of the mutual agreements herein contained and intending to be legally bound hereby, the Parties agree as follows:

1. Condition Precedent

(a) This Amendment is subject to the condition precedent (the "Condition Precedent") that the Subscription Agreement is entered into and the Closing occurs on or prior to March 31, 2005, or such later date as the Company and the Investor may determine and the Company shall notify COMCOR. The Parties acknowledge and confirm that this Amendment shall become effective immediately upon the fulfillment of the Condition Precedent (the date on which the Condition Precedent is fulfilled is referred to in this Amendment as the "Effective Date"); provided, however, that the terms and conditions of Section 2(a) shall not be subject to the Condition Precedent and shall become effective upon the fulfillment of the obligations of the Parties under such Section.

2. Agreements Relating to CCTV

(a) CCTV Preferred Stock.

(i) The Parties agree that promptly, and in any event not later than ten (10) Business Days, following the date hereof the Parties shall cause CCTV to exchange the 2,121 shares of convertible preferred stock, par value RUR 10 per share, of CCTV issued to COMCOR (the "CCTV Preferred Stock") for 220,879 shares of common stock, par value $.01 per share, of the Company (the "Common Stock"). Following such exchange, the Company shall cause CCTV to cancel the shares of CCTV Preferred Stock.

(ii) COMCOR acknowledges and agrees that the debt of CCTV to COMCOR (in the amount of 43,898,587 rubles) as described in paragraph 4 of the First Letter Agreement has been repaid and satisfied in full by CCTV.

(b) Funding Obligations. COMCOR and the Company agree that on the Effective Date the Funding Obligations of the Company to make capital contributions or to cause MBC to make capital contributions to CCTV in the manner and amounts set forth on Annex III of the Agreement, as amended by the First Letter Agreement and the Second Letter Agreement, shall terminate in their entirety and shall cease to have any force or effect immediately and that COMCOR shall not have any further rights to require the Company to make any capital contributions or to cause MBC to make any such capital contributions in connection with the Funding Obligations.

(c) CCTV Licensing. At the request of the Company, COMCOR shall use its best efforts to assist the Company and CCTV in taking, or causing to be taken, all appropriate action and doing, or causing to be done, all things necessary, proper or advisable under applicable Law to obtain from the applicable Governmental or Regulatory Authority renewals and/or extensions of the CCTV Licenses (as such term is defined in the Subscription Agreement) and in making all necessary filings, and thereafter making any other required submissions, with respect to compliance or otherwise in connection with the CCTV Licenses that are required under any applicable Law.

3. Agreements Relating to IAS

COMCOR acknowledges and agrees that promptly, and in any event not later than ten (10) Business Days, following the Effective Date COMCOR or any entity related to COMCOR shall exercise, directly or indirectly, its right to subscribe for 650,000 newly issued shares of common stock, par value RUR 1 per share of IAS (the "IAS Common Stock"), for a purchase price of RUR 82 per share for an aggregate purchase price of RUR 53,300,00. Concurrently with such subscription, COMCOR agrees to sell or to cause such entity related to it to sell 282,722 shares of IAS Common Stock to the Company or its designee for a purchase price of RUR 82 per share for an aggregate purchase price of RUR 23,183,204. The Parties agree that if after giving effect to such sale, the Company will not own, directly or indirectly, at least 43% of the issued and outstanding shares of IAS Common Stock, calculated on a fully diluted basis, COMCOR will sell to the Company and the Company will acquire from COMCOR such additional number of shares of IAS Common Stock at RUR 82 per share that shall cause the Company to own following such sale at least 43% of the issued and outstanding shares of IAS Common Stock, calculated on a fully diluted basis.

4. Other Agreements

In accordance with the Registration Rights Agreement between COMCOR and the Company dated February 23, 2004 (the "Registration Rights Agreement"), COMCOR agrees not to request or demand that the Company effect any Registration (as such term is defined in the Registration Rights Agreement) at any time prior to the Effective Date.

5. Release

Each of the Parties confirms that from the Effective Date, it shall have no claim outstanding against the other Party or any of its Affiliates for breach of the provisions of the Agreement that shall be amended pursuant to this Amendment and each Party waives all and any rights it has to bring a claim after the Effective Date for breach by the other Party of the provisions of the Agreement that shall be amended pursuant to this Amendment.

6. Severability

Any term or provision of this Amendment that is invalid or unenforceable in any situation in any jurisdiction shall not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction.

7. Variation

No variation of this Amendment shall be valid unless it is in writing and signed by or on behalf of each of the Parties. The expression "variation" shall include any variation, amendment, supplement, deletion or replacement however effected.

8. Notices

All notices and other communications hereunder shall be in writing and shall be deemed duly given (i) on the date of delivery if delivered personally, (ii) on the date of confirmation of receipt (or, the first Business Day following such receipt if the date is not a Business Day or the receipt is after 5 p.m.) of transmission by facsimile, or (iii) on the date of confirmation of receipt (or, the first business day following such receipt if the date is not a Business Day or the receipt is after 5 p.m.) if delivered by courier. Subject to the foregoing, all notices hereunder shall be delivered as set forth below, or pursuant to such other instructions as may be designated in writing by the Party to receive such notice:

If to the Company:

Moscow CableCom Corp.
405 Park Avenue
Suite 1203
New York, NY 10022
Facsimile: +1-212-888-5620
Attention: Oliver Grace, Jr.

with a courtesy copy (which shall not constitute notice to the Company) to:

Oliver R. Grace, Jr.
55 Brookville Road
Glen Head, NY 11545
Facsimile: +1-516-626-1204

If to COMCOR:

COMCOR
Neglinnaya Street, 17/2
Moscow 127051
Russia
Attention: Yury Pripachkin
Facsimile: +7-095-250-7455

9. Governing law

This Amendment shall be governed by and construed in accordance with the laws of the State of New York without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York.

10. Counterparts

This Amendment may be executed in any number of counterparts, each of which shall be deemed an original, but all such counterparts shall together constitute one and the same instrument.

[SIGNATURE ON THE FOLLOWING PAGE]

IN WITNESS WHEREOF, the Parties have executed this Amendment as of the date first written above.

MOSKOVSKAYA TELECOMMUNIKATIONNAYA CORPORATSIYA

            By s/ Aram Sarkisovich Grigoryan
            Name:  Aram Sarkisovich Grigoryan
            Title:    General Director

MOSCOW CABLECOM CORP.

            By /s/ Oliver R. Grace
            Name: Oliver R. Grace
            Title:  Chairman, President and CEO

EX-99 5 votingagreementex4.htm EXISTING VOTING AGREEMENT

Exhibit 4

Execution Copy

VOTING AGREEMENT

THIS VOTING AGREEMENT (this "Agreement") is made and entered into as of February 23, 2004, by and among Moskovskaya Telecommunikatsionnaya Corporatsiya, an open joint stock company organized under the laws of the Russian Federation ("COMCOR"), Oliver Grace, Jr. ("Grace") and Francis E. Baker ("Baker") (Grace and Baker, collectively, the "Stockholders" and, individually, a "Stockholder") and Andersen Group, Inc., a Delaware corporation ("AGI") (AGI, COMCOR and the Stockholders are collectively referred to as the "Parties" and each individually, a "Party").

RECITALS

WHEREAS, COMCOR and AGI have entered into a Stock Subscription Agreement dated as of May 23, 2003, as amended from time to time (the "Subscription Agreement"), whereby AGI or its designee will acquire all of the capital stock of ZAO COMCOR-TV, a closed joint stock company organized under the laws of the Russian Federation ("CCTV") owned by COMCOR in exchange for common stock of AGI, par value $.01 per share ("AGI Common Stock");

WHEREAS, immediately following the consummation of the transactions contemplated in the Subscription Agreement, Grace will possess voting control over 357, 286 shares of AGI Common Stock, which will represent an estimated 4.36% of the then issued and outstanding shares of AGI Common Stock;

WHEREAS, immediately following the consummation of the transactions contemplated in the Subscription Agreement, Baker will possess voting control over 158,301 shares of AGI Common Stock, which will represent an estimated 1.93% of the then issued and outstanding shares of AGI Common Stock;

WHEREAS, immediately following the consummation of the transactions contemplated in the Subscription Agreement, COMCOR will possess voting control over 4,000,000 shares of AGI Common Stock;

WHEREAS, the Parties wish to agree upon certain matters with respect to the voting of the shares of the AGI Common Stock owned by the Stockholders and COMCOR; and

WHEREAS, as an inducement for COMCOR and AGI to enter into the Subscription Agreement, and as a closing condition to the consummation of the transactions contemplated by the Subscription Agreement, the Parties have agreed to enter into this Agreement concurrent with the consummation of such transactions.

NOW, THEREFORE, in consideration of the premises and the mutual promises herein made, the Parties agree as follows:

1. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Subscription Agreement.

2.              Agreement to Vote. Each of the Stockholders and COMCOR agrees, on behalf of himself or itself and on behalf of any Related Person (as hereinafter defined) that is the transferee or assignee of any such shares, to vote all of the shares of AGI Common Stock so held as well as any shares of AGI Common Stock subsequently acquired by the Stockholders or COMCOR, as the case may be (and any other securities of AGI issued with respect to, upon conversion of or in exchange or substitution for either the shares of AGI Common Stock held on the date hereof and any AGI Common Stock subsequently acquired) (collectively, the "Shares"), at any regular or special meeting of the stockholders of AGI (or by written consent, if applicable) in accordance with the provisions of this Agreement. For purposes of this Agreement, a Related Person shall mean, as to any of the Stockholders or COMCOR, any entity in which 50% or more of the equity interests are beneficially owned by, controlled by or under common control with such Stockholder or COMCOR, any natural person who is an employee of such Stockholder or COMCOR or any natural person who is a sibling, lineal ancestor or descendent of such Stockholder or COMCOR or any other Related Person. Neither any Stockholder nor COMCOR shall transfer or assign any shares of AGI Common Stock to any Related Person, unless such Related Person shall execute a written instrument acknowledging that such Related Person intends to be bound by the terms of this Agreement.

3.                 Election of Directors. Except as otherwise provided herein, at any time at which the stockholders of AGI have a right to, or agree in writing to, elect any members of the board of directors of AGI, to the fullest extent permitted by law, each of the Stockholders and COMCOR agrees, on behalf of himself or itself and on behalf of any Related Person that is the transferee or assignee of any Shares, to vote all of the Shares so held in favor of, and otherwise to take all reasonable actions to effect, the following actions:

(a)                to cause and maintain the number of directors of the board of directors of AGI to be fixed at seven (7);

(b)               subject to and in accordance with Section 19, to cause and maintain both the nomination for election and the election to the board of directors of AGI of a total of not more than three (3) individuals designated by COMCOR (each a "COMCOR Director Designee")(except that COMCOR and its Related Persons shall have no obligation pursuant to this Section 3(b));

(c)                to cause and maintain both the nomination for election and the election to the board of directors of AGI of a total of not less than four (4) individuals designated by the Stockholders (each a "Stockholders Director Designee")(except that AGI, Stockholders and their respective Related Persons shall have no obligation pursuant to this Section 3(c)); and

(d)               to maintain in force in all material respects the provisions of the amendments to AGI's Certificate of Incorporation and Bylaws attached as Exhibit A-1 and Exhibit A-2 to the Subscription Agreement.

(e)             COMCOR acknowledges that each Stockholder is a member of the board of directors of AGI, and so long as each Stockholder fulfills his obligations under this Agreement, nothing contained herein is intended to restrict the Stockholders from voting on any matter, or otherwise from acting, in any way as a director that would prevent the Stockholders from fulfilling their fiduciary duties to the stockholders of AGI or that would result in any violation of applicable Laws.

4.              Voting Rights. The Stockholders and COMCOR further acknowledge that nothing contained herein is intended to limit in any way the voting rights of the Stockholders and COMCOR, in their respective capacities as stockholders of AGI, if in the opinion of their respective nationally recognized U.S. securities counsel that the voting arrangements contemplated hereby, in whole or in part, are in violation of applicable Delaware corporate or U.S. securities laws.

5.              Third-Party Financing Transaction. The Stockholders and COMCOR agree that if AGI enters into a transaction with a non-affiliated third-party (the "Third-Party") pursuant to which AGI issues shares of AGI Common Stock to the Third-Party representing at least 10% of the then outstanding AGI Common Stock in return for financing or other consideration (a "Third-Party Financing Transaction"), to the extent contemplated by the Third-Party Financing Transaction, (i) this Agreement shall terminate as a condition to the consummation of the Third-Party Financing Transaction, (ii) simultaneously with the closing of the Third-Party Financing Transaction such Parties and the Third-Party shall execute and deliver a new voting agreement (the "New Voting Agreement") that will adjust the allocation of director designees and directors as necessary to reflect the Third-Party's ownership of AGI Common Stock and (iii) the bylaws of AGI will be amended as promptly as practicable in order to reflect the terms and conditions of the New Voting Agreement.

6.              Additional Voting Arrangements. Each of the Stockholders and COMCOR agrees, on behalf of himself or itself and on behalf of any Related Person that is the transferee or assignee of any Shares, to vote all of the Shares held by such Party together with the Shares of the other Parties subject to this Section 6, in the manner unanimously agreed among the Stockholders and COMCOR, at any regular or special meeting of the stockholders of AGI (or by written consent, if applicable), with regard to the following matters:

(a)                the merger or consolidation of AGI with or into another corporation or other entity of any kind or the merger or consolidation of another corporation or other entity into AGI;

(b)               the sale, conveyance, lease, transfer, exchange or disposition of all or substantially all of AGI's properties or assets in one or a series of related transactions;

(c)                the issuance by AGI of AGI Common Stock in one transaction or a series of transactions during any calendar year during the term of this Agreement in an amount which, upon issuance, will represent more than 19.9% of the highest number of shares of AGI Common Stock outstanding in the immediately preceding calendar year;provided, however, with respect to the year 2004, the maximum number of shares that AGI may issue without being subject to this Section 6(c) is 2,000,000 shares; notwithstanding the foregoing, during the term of this Agreement the following corporate transactions shall be excluded from any calculations made pursuant to this Section 6(c): (i) the issuance of AGI Common Stock pursuant to the exercise of AGI convertible securities or AGI stock option plans outstanding or existing, as the case may be, as of the date of this Agreement and (ii) any shares of AGI Common Stock issued pursuant to the AGI Rights Offering;

(d)               the voluntary dissolution, liquidation or winding-up of AGI or any subsidiary; or

(e) the amendment or repeal of AGI's certificate of incorporation or bylaws as now in effect.

Notwithstanding the foregoing, if the Stockholders and COMCOR have not unanimously agreed on how to vote their Shares with respect to foregoing matters prior to the time at which such matter(s) will be voted upon, the Stockholders and COMCOR agree to abstain from voting their Shares on the proposal which is the subject of their disagreement.

7.              Regulatory Filings. Each Party shall take all actions reasonably necessary to cause to be filed or cooperate in the preparation and filing of any governmental or other compliance or reporting requirements that may be required of any other Party, including without limitation any filings required by or on behalf of AGI under (a) any United States Laws pertaining to the ownership, control or voting of securities, or the ownership or control of United States entities by foreign persons, including without limitation Sections 13 or 16 of the Securities Exchange Act or the Hart-Scott-Rodino Act and (b) the rules and regulations of any securities exchange, including without limitation the Nasdaq National Market and the National Association of Securities Dealers, Inc. In addition, each Party hereby agrees to cooperate and comply with the reasonable request of any other Party in connection with the fulfillment of such requesting Party's obligations under this Section 7.

8.              Manner of Voting. The voting of the Shares pursuant to this Agreement may be effected in person, by proxy, by written consent or in any other manner permitted by applicable Law.

9.              Character. No Person who has been convicted of or is currently awaiting disposition of any case involving a felony, embezzlement, theft or any act of fraud or financial impropriety; who has been determined in a final decision, not subject to further appeal, by any court of any other conduct involving a breach of fiduciary duty; or who is under investigation by or has been subject to formal disciplinary action by the Securities and Exchange Commission or any other Governmental or Regulatory Authority with jurisdiction over a business in which such Person serves as an officer or director shall be a COMCOR Director Designee or a Stockholders Director Designee.

10.          Specific Performance. Each of the Stockholders and COMCOR acknowledges and agrees that the other Parties would be damaged irreparably in the event any of the provisions of this Agreement are not performed in accordance with their specific terms or otherwise are breached. Accordingly, each of the Stockholders and COMCOR agrees that the other Parties shall be entitled to an injunction or injunctions to prevent breaches of provisions of this Agreement in addition to any other remedy to which they may be entitled at law or in equity.

11.          Notices. All notices, demands and other communications shall be sufficiently given for all purposes hereunder if in writing and delivered and sent by documented overnight delivery service or, to the extent receipt is confirmed, by facsimile or other electronic transmission service to the appropriate address or number set forth below.

If to COMCOR: Moskovskaya Telekommunikatsionnaya Corporatsiya, 17 Neglinnaya Ul. Bld. 2, Moscow 127051, Russia Attention: Sergei Golovin Facsimile: +7 (095) 250 7455	Copy to: Steefel, Levitt & Weiss Two Stamford Plaza, Suite 1500 Stamford, CT 06901 Attention: Kathryn Beller, Esq. Facsimile: (203) 975-3808

If to AGI: Andersen Group, Inc. 405 Park Avenue Suite 1202 New York, NY 10022 Attention: Francis E. Baker Facsimile: (212) 888-5620	Copy to: Akin Gump Strauss Hauer & Feld LLP 590 Madison Avenue New York, NY 10022 Attention: Robert Langer, Esq. Facsimile: (212) 872-1002
If to Stockholders: Mr. Oliver R. Grace 55 Brookville Road, Glen Head NY 11545; and Mr. Frank E. Baker c/o Andersen Group, Inc. 5 Waterside Crossing 3^rd floor, Windsor, Connecticut 06095	Copy to: Thomas L. Seifert, P.C. 405 Park Avenue Suite 1202 New York, NY 10022 Attention: Thomas L. Seifert Facsimile: (212) 735-0638

Any Party may change the address to which notices, requests, demands and other communications hereunder are to be delivered by giving the other Parties notice in the manner herein set forth.

12. Amendments and Waivers. No amendment of any provision of this Agreement shall be valid unless the same shall be in writing and signed by the Parties. No waiver by any Party of any default, misrepresentation or breach of warranty or covenant hereunder, whether intentional or not, shall be deemed to extend to any prior or subsequent default, misrepresentation or breach of warranty or covenant hereunder or affect in any way any rights arising by virtue of any prior or subsequent such occurrence.

13. Severability. Any term or provision of this Agreement that is invalid or unenforceable in any situation in any jurisdiction shall not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction.

14. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

15.          Headings. The section headings contained in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement.

16.          Governing Law and Language. This Agreement shall be governed by and construed in accordance with the domestic Laws of the State of New York without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the Laws of any jurisdiction other than the State of New York; provided, however, that any agreements referred to herein which by their terms are expressly governed by the laws of another jurisdiction shall be governed by such laws, and further provided that nothing in this Section 16 shall permit any Party to bring any action, claim, demand, litigation or other legal proceeding arising out of or relating to this Agreement in any tribunal other than as set forth in Section 17 below, except to enforce an award issued by the arbitrators in accordance with Section 17 below. This Agreement is written in English, and any Russian language text is provided only for the convenience of the parties. In the case of inconsistency or issues of interpretation between the English and Russian texts, the English text shall control.

17.          Arbitration. Subject to Section 10, any dispute, controversy or claim between or among any or all of the Parties arising out of or relating to this Agreement or the breach, termination or validity hereof shall be referred to and finally resolved by arbitration in New York, New York, to the exclusion of all other procedures, in accordance with the rules then in force of the American Arbitration Association, which are deemed to be incorporated by reference into this Section 17. In any such arbitration, three arbitrators shall be appointed in accordance with the such rules. Where the rules of the American Arbitration Association do not provide for a particular situation, the arbitrators shall determine the course of action to be followed. The English language shall be used throughout any arbitral proceeding. Subject to Section 11, to the maximum extent permitted by applicable Law, the Parties agree not to assert any rights to have any court rule on a question of law affecting the arbitration or to hear any appeal from or entertain any judicial review of the arbitral award.

18.          Termination of Agreement. Except as provided below, this Agreement shall automatically terminate and be of no further force or effect upon the earlier of (a) the Stockholders and COMCOR mutually agreeing to terminate this Agreement, (b) such time as COMCOR's percentage ownership of the issued and outstanding AGI Common Stock falls below five percent,(c) such time as the Stockholders' percentage ownership in the aggregate of the issued and outstanding AGI Common Stock falls below five percent; provided that COMCOR delivers a notice of termination to the Stockholders,(d) the execution of the New Voting Agreement or (e) December 31, 2006.

19.          Adequate Counsel. Each Party hereby represents and warrants that it and its legal counsel have adequate information regarding the terms of this Agreement, the scope and effect of the transactions contemplated hereby and all other matters encompassed by this Agreement to make an informed and knowledgeable decision with regard to entering into this Agreement.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK; SIGNATURE PAGE TO FOLLOW]

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date first above written.

MOSKOVSKAYA TELECOMMUNIKATSIONNAYA CORPORATSIYA

By: /s/ Aram Sarkisovich Grigoryan
Title: General Director

STOCKHOLDERS

/s/ Oliver Grace, Jr.
Oliver Grace, Jr.

/s/ Francis E. Baker
Francis E. Baker

ANDERSEN GROUP, INC.

By: /s/ Francis E. Baker
Title: Secretary

EX-99 6 regrightsagreeex5.htm REGISTRATION RIGHTS AGREEMENT

Exhibit 5

Annex B

REGISTRATION RIGHTS AGREEMENT

This Registration Rights Agreement (the "Agreement") is made and entered into as of May 23, 2003 among Andersen Group, Inc., a Delaware corporation (the "Company"), and Moskovskaya Telecommunikatsionnaya Corporatsiya, an open joint stock company organized under the laws of the Russian Federation ("COMCOR").

NOW, THEREFORE, the parties hereby agree as follows:

ARTICLE I

DEFINITIONS

The following terms shall have the meanings set forth in this Article I:

"Agreement" has the meaning specified in the preface.

"COMCOR" has the meaning specified in the preface.

"Commission" means the United States Securities and Exchange Commission or any successor governmental agency that administers the Securities Act and the Exchange Act.

"Commission Registration Form" means a registration statement complying with the rules and regulations of the Commission.

"Common Stock" means the Common Stock, par value $.01 per share, of the Company, as constituted on the date hereof, any shares of the Company's capital stock into which such Common Stock shall be changed, and any shares of the Company's capital stock resulting from any reclassification of such Common Stock or any recapitalization of the Company.

"Company"has the meaning specified in the preface.

"Company Registration" has the meaning specified in Section 2.1(a).

"Exchange Act" means the Securities Exchange Act of 1934, as amended, or any successor statute thereto, and the rules and regulations of the Commission promulgated from time to time thereunder, all as the same shall be in effect at the time.

"Holders" means COMCOR and any other Person who may hold Registrable Securities in the future under this Agreement or under any other agreement with the Company granting rights to register Registrable Securities.

"Incidental Registration" has the meaning specified in Section 2.3(a).

"Indemnified Parties" has the meaning specified in Section 5.1(a).

"Indemnifying Party" has the meaning specified in Section 5.1(c).

"Person" means an individual, partnership, corporation, limited liability company, association, trust, joint venture, unincorporated organization and any government, governmental department or agency or political subdivision thereof.

"Registrable Securities" means, in each case as adjusted for stock splits, recapitalizations and other similar events, (i) shares of Common Stock held by Holders and (ii) securities issued in replacement or exchange of any shares of Common Stock held by Holders; provided, however, that any and all shares described in clauses (i) and (ii) above shall cease to be Registrable Securities upon any sale pursuant to a registration statement declared effective under the Securities Act, any sale exempt from registration under the Securities Act pursuant to section 4(1) of the Securities Act or Rule 144 promulgated under the Securities Act, or any sale, transfer or assignment in any manner to any Person who is not entitled to the rights provided by this Agreement.

"Registration Expenses" means all expenses incurred by the Company incident to the Company's performance of or compliance with this Agreement in connection with each Registration, including without limitation all registration, filing, listing and National Association of Securities Dealers, Inc. fees, all fees and expenses of complying with securities or blue sky laws, all word processing, duplicating and printing expenses, all messenger and delivery expenses, any transfer taxes, the fees and expenses of the Company's legal counsel and independent public accountants; provided, however, that Registration Expenses shall not include underwriting discounts and commissions.

"Registration" means any of a Company Registration, a Requested Registration or an Incidental Registration.

"Registration Notice" has the meaning specified in Section 2.1(a).

"Registration Request" has the meaning set forth in Section 2.2(a).

"Requested Registration" has the meaning specified in Section 2.2(a).

"Securities Act" means the Securities Act of 1933, as amended, or any successor statute thereto, and the rules and regulations of the Commission promulgated from time to time thereunder, all as the same shall be in effect at the time.

"Underwriter's Maximum Number" has the meaning specified in Section 2.1(b).

ARTICLE II

REGISTRATION

SECTION 2.1. Company Registration.

(a) Registration. Subject to market conditions and customary underwriter's conditions for a firm commitment underwriting, the Company shall use its best efforts to effect one firm commitment underwritten registration under the Securities Act (and any related

qualification under blue sky laws or other compliance) of the offering and sale of all or part of the Registrable Securities (the "Company Registration") on or before the first anniversary of the date of this Agreement. The Company shall promptly give all Holders written notice of the Company Registration (a "Registration Notice"). Any Holder that desires to participate in the Company Registration shall notify the Company in writing, within 20 days following the date of the Registration Notice, of the number of Registrable Securities that such Holder desires to be included in the Company Registration. Such written request may specify all or a part of the Registrable Securities held by a Holder. Subject to Section 2.1(b), the Company may also include in the Company Registration other securities of the Company offered for the account of the Company or any other Person. A Company Registration may be accomplished on Form S-3 under the Securities Act, if available, at the option of the Company. If the Company Registration has not been completed on or before the first anniversary of the date hereof, then the Company shall use its commercially reasonable efforts to complete the Company Registration as soon as practicable thereafter. If any Holder does not agree to the terms of such underwriting, then the Registrable Securities of such Holder may be excluded from the Company Registration upon written notice by the Company or the representatives of the underwriters. Any Registrable Securities withdrawn from such underwriting shall be withdrawn from the Company Registration.

(b) Priority. If the representative of the underwriters for the Company Registration gives written advice to Holders and the Company that, in its opinion, market conditions dictate that no more than a specified maximum number of securities (the "Underwriter's Maximum Number") could successfully be included in the Company Registration within a price range acceptable to Holders and the Company, then the Company shall be required by this Section 2.1 to include in the Company Registration only such number of securities as equals the Underwriter's Maximum Number. In such event, Holders, the Company and any other Person participating in the Company Registration shall participate in the Company Registration as follows:

(i) First, there shall be included in the Company Registration that number of securities that the Company proposes to offer and sell for its own account to the full extent of the Underwriter's Maximum Number; and

(ii) Second, if the Underwriter's Maximum Number has not yet been reached, there shall be included in the Company Registration that number of Registrable Securities that Holders have requested to be included in the Company Registration to the full extent of the remaining portion of the Underwriter's Maximum Number; and

(iii) Third, if the Underwriter's Maximum Number has not yet been reached, there shall be included in the Company Registration that number of Registrable Securities that any Persons other than Holders and the Company have requested to be included in the Company Registration to the full extent of the remaining portion of the Underwriter's Maximum Number.

In the event that this Section 2.1(b) results in less than all of the Registrable Securities that are requested by Holders to be included in the Company Registration actually being included in the Company Registration, then the number of Registrable Securities that is included in the Company Registration shall be allocated pro rata among all Holders based on the number of Registrable Securities that each such Holder desires to offer. The Company shall promptly notify Holders if

any Registrable Securities will not be included in the Company Registration pursuant to this Section 2.1(b). If any securities are withdrawn from the registration pursuant to Section 2.1(a) and if the number of Registrable Securities to be included in the Company Registration was previously reduced pursuant to this Section 2.1(b), then the Company shall then offer to all Holders the right to include additional Registrable Securities in the Company Registration equal to the number of securities so withdrawn, with such Registrable Securities to be allocated among the Holders requesting additional inclusion on a pro rata basis.

SECTION 2.2. Requested Registration.

(a) Request for Registration. Subject to Section 2.2(b), if at any time after the first anniversary of this Agreement the Company shall receive a written request from any Holder (a "Registration Request") that the Company effect a registration under the Securities Act of all or any part of the Registrable Securities held by such Holder (a "Requested Registration") in accordance with the terms of this Section 2.2, then the Company shall use its best efforts to effect the registration under the Securities Act (and any related qualification under blue sky laws or other compliance) of the offering and sale of such Registrable Securities within 90 days after receipt of the Registration Request. The Company may also include in any Requested Registration other securities of the Company offered for the account of the Company or any other Person, including Registrable Securities held by other Holders entitled to include such securities in such Requested Registration pursuant to Section 2.3. A Requested Registration may be accomplished on Form S-3 under the Securities Act, if available, at the option of the Company.

(b) Limitation on Requested Registrations.

i. Share Limitation. The Company shall not be obligated to effect a Requested Registration unless such registration involves the greater of (i) an aggregate offering price of $1,000,000 or (ii) one percent of the Common Stock issued or outstanding as of the date of such Registration Request.

ii. Limitation on the Number of Requested Registrations. The Company shall only be obligated to effect one Requested Registration hereunder in any six month (calendar) period.

iii. Prior Registration Limitation. If a registration statement related to another Registration has been declared effective under the Securities Act within the preceding six calendar months and the participating Holders have not sold all Registrable Securities included in such registration statement, then the Company shall have the right to defer a Requested Registration for a period of not more than 90 days.

iv. Delay Limitation. If the Company shall furnish to Holders requesting a Requested Registration a certificate signed by the chief executive officer or chairman of the board of directors of the Company stating that, in the good faith judgment of the board of directors, the effecting of the Requested Registration at the time requested would be detrimental to the Company or its stockholders, then the Company shall have the right to defer such Requested Registration for a period of not more than 180 days.

v. Simultaneous Company Registration Limitation. From the date of filing of any registration statement under the Securities Act by the Company until the date 180 days following the effective date of such registration statement, the Company shall not be obligated to effect a Requested Registration without the consent of the representative of the underwriters of the offering as to which such registration statement is filed, so long as the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become or remain effective.

vi. Termination. The right to request a Requested Registration shall terminate on the fifth anniversary of this Agreement.

vii. Allocation. The inclusion of Registrable Securities in a Requested Registration shall be made on a pro rata basis among Holders. In the event that any Holder withdraws his Registrable Securities from a Requested Registration, then the Company shall promptly notify other Holders of such withdrawal. In such event, other Holders shall be entitled to increase the number of Registrable Securities to be included in such Requested Registration on a pro rata basis based on the number of Registrable Securities that each such Holder desires to include in such Requested Registration.

SECTION 2.3. Incidental Registrations.

(a) Incidental Registration. If the Company, for itself or any of its security holders other than pursuant to a Requested Registration, at any time after the first anniversary of the date hereof and through the fifth anniversary hereof, undertakes to effect a registration under the Securities Act of the offering and sale of any shares of its capital stock or other securities (other than (i) the registration of an offer, sale or other disposition of securities solely to employees of, or other Persons providing services to, the Company or any subsidiary of the Company pursuant to an employee or similar benefit plan or (ii) in connection with a merger, acquisition or other transaction of the type described in Rule 145 under the Securities Act or a comparable or successor rule, registered on Form S-4 or similar or successor forms promulgated by the Commission), then on each such occasion the Company shall notify each Holder of such undertaking at least 30 days prior to the filing of a registration statement relating thereto. In such event, upon the written request of any Holder within 20 days after the receipt of such notice, subject to Section 2.2(b), the Company shall use its best efforts as soon as practicable thereafter to cause any Registrable Securities specified by such Holder to be included in such registration statement (an "Incidental Registration"). If a Holder desires to include less than all Registrable Securities held by it in any Incidental Registration, then such Holder shall nevertheless continue to have the right to include any remaining Registrable Securities in any subsequent Incidental Registration upon the terms and conditions set forth herein. The Company shall have the right to terminate or withdraw any Incidental Registration initiated by it under this Section 2.3 prior to the effectiveness of such registration, whether or not any Holder has elected to include Registrable Securities in such Incidental Registration. The Registration Expenses of such terminated or withdrawn registration shall be borne by the Company in accordance with Section 2.4.

(b) Priority in Registration. If an Incidental Registration is an underwritten offering, and the representative of the underwriters gives written advice to Holders and the Company that,

in its opinion, market conditions dictate that no more than an Underwriter's Maximum Number could successfully be included in such Incidental Registration, then the Company shall be required by this Section 2.3 to include in such Incidental Registration only such number of securities as equals the Underwriter's Maximum Number. In such event, Holders, the Company and any other Person participating in such Incidental Registration shall participate in such Incidental Registration as follows:

(i) First, there shall be included in such Incidental Registration that number of securities that the Company proposes to offer and sell for its own account in such registration to the full extent of the Underwriter's Maximum Number; and

(ii) Second, if the Underwriter's Maximum Number has not yet been reached, there shall be included in such Incidental Registration that number of Registrable Securities that Holders have requested to be included in such Incidental Registration to the full extent of the remaining portion of the Underwriter's Maximum Number; and

(iii) Third, if the Underwriter's Maximum Number has not yet been reached, there shall be included in the Incidental Registration that number of Registrable Securities that any Persons other than Holders and the Company have requested to be included in the Incidental Registration to the full extent of the remaining portion of the Underwriter's Maximum Number.

In the event that this Section 2.3(b) results in less than all of the Registrable Securities that are requested by Holders to be included in such Incidental Registration actually being included in such Incidental Registration, then the number of Registrable Securities that is included in such Incidental Registration shall be allocated pro rata among all Holders based on the number of Registrable Securities that each such Holder desires to offer. The Company shall promptly notify Holders if any Registrable Securities will not be included in the Incidental Registration pursuant to this Section 2.3(b). If any securities are withdrawn from the registration pursuant to Section 2.3(a) and if the number of Registrable Securities to be included in such Incidental Registration was previously reduced pursuant to this Section 2.3(b), then the Company shall then offer to all Holders the right to include additional Registrable Securities in such Incidental Registration equal to the number of securities so withdrawn, with such Registrable Securities to be allocated among the Holders requesting additional inclusion on a pro rata basis.

SECTION 2.4. Expenses. The Company shall pay all Registration Expenses incurred in connection with any Registration.

SECTION 2.5. Effective Registration Statement. No Registration shall be deemed to have been effected unless the registration statement filed with respect thereto in accordance with the Securities Act has been declared effective by the Commission and remains effective in accordance with Section 3.1. Notwithstanding the foregoing, no registration shall be deemed to have been effected if (a) after the related registration statement has been declared effective by the Commission, such registration is made subject to any stop order, injunction or other order or requirement of the Commission or other governmental agency or any court proceeding for any reason, other than solely by reason of a misrepresentation or omission by any Holder, or (b) the

conditions to closing specified in the underwriting agreement entered into in connection with such registration are not satisfied, other than solely by reason of an act or omission by any Holder.

SECTION 2.6. Jurisdictional Limitations. Notwithstanding anything in this Agreement to the contrary, the Company shall not be obligated to take any action to effect registration, qualification or compliance with respect to Registrable Securities:

(a) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process, unless the Company is already subject to service in such jurisdiction and except as required by the Securities Act;

(b) That would require it to qualify generally to do business in any jurisdiction in which it is not already so qualified or obligated to qualify; or

ARTICLE III

REGISTRATION PROCEDURES

SECTION 3.1. Company Obligations. If and whenever the Company is required to use its efforts to effect a Registration as provided in Article II, then as expeditiously as possible and subject to the terms and conditions of Article II, the Company shall:

(a) Prepare and file with the Commission the appropriate registration statement to effect such Registration and use its best efforts to cause such registration statement to become and remain effective for the period set forth in Section 3.1(c);

(b) Permit any Holder that, in the reasonable judgment of the Company's counsel, might be deemed to be an underwriter or a controlling person of the Company, to participate in the preparation of such registration statement (including by making available for inspection by any such Person and any attorney, accountant or other agent retained by such Person, all financial and other records, pertinent corporate documents and all other information reasonably requested in connection therewith), furnish to all Holders, the underwriters, if any, and their respective counsel and accountants advance draft copies of such registration statement and each prospectus included therein or filed with the Commission at least five business days prior to the filing thereof with the Commission, and any amendments and supplements thereto promptly as they become available, and provide each such Person such access to the books and records of the Company and such opportunities to discuss the business of the Company with its officers and the independent public accountants that have certified the financial statements of the Company as is necessary, in the opinion of such Person, to conduct a reasonable investigation within the meaning of the Securities Act;

(c) Prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective and to comply with the provisions of the Securities Act

with respect to the disposition of all securities covered by such registration statement, until the earlier of such time as all of such securities have been disposed of in accordance with the intended methods of disposition by the seller or sellers thereof set forth in such registration statement or the expiration of 180 days after such registration statement becomes effective (such period of 180 days to be extended one day for each day or portion thereof during such period that such registration statement is subject to any stop order suspending the effectiveness of the registration statement, any order suspending or preventing the use of any related prospectus or any order suspending the qualification of any Registrable Securities included in such registration statement for sale in any jurisdiction);

(d) Furnish to Holders that participate in such Registration, without charge to such Holders, such number of conformed copies of such registration statement and each such amendment and supplement thereto (in each case including all exhibits), such number of copies of the prospectus contained in such registration statement (including each preliminary prospectus and any summary prospectus) and any other prospectus filed under Rule 424 under the Securities Act, in conformity with the requirements of the Securities Act, and such other documents as the purchaser or any such Holder may reasonably request;

(e) Use its best efforts to register or qualify all Registrable Securities covered by such registration statement under the United States state securities or blue sky laws of such jurisdictions as any Holder that participate in such Registration reasonably requests, keep such registration or qualification in effect for the time period set forth in Section 3.1(c) and take such other action as may be reasonably necessary or advisable to enable such Holders to sell the Registrable Securities covered by such Registration in such jurisdictions;

(f) Use its commercially reasonable efforts to cause all Registrable Securities covered by such registration statement to be registered with or approved by such other United States state governmental agencies or authorities as may be necessary to enable any Holder that participates in such Registration to sell the Registrable Securities covered by such Registration as intended by such registration statement;

(g) Use its best efforts to obtain the withdrawal of any stop order suspending the effectiveness of such registration statement, or of any order suspending or preventing the use of any related prospectus or suspending the qualification of any Registrable Securities included in such registration statement for sale in any jurisdiction;

(h) Immediately notify Holders that participate in such Registration, at any time during which a prospectus relating to such registration statement is required to be delivered under the Securities Act, if the Company becomes aware of any event as result of which such prospectus, as then in effect, would include an untrue statement of material fact or would omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances under which they were made, and at the request of such Holders promptly prepare and furnish to such Holders a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus would not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or

necessary to make the statements therein not misleading in the light of the circumstances under which they were made;

(i) Otherwise use its best efforts to comply with all applicable rules and regulations of the Commission and make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least 12 months but not more than 18 months, beginning with the first full calendar month after the effective date of such registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder;

(j) Provide a transfer agent and registrar for all Registrable Securities covered by such registration statement not later than the effective date of such registration statement; and

(k) Use its best efforts to list all Registrable Securities covered by such registration statement on any securities exchange on which the same class of securities issued by the Company are then listed or to secure designation and quotation of all Registrable Securities covered by such Registration on the Nasdaq National Market System and, without limiting the generality of the foregoing, to arrange for at least two market makers to register with the National Association of Securities Dealers, Inc. as such with respect to such Registrable Securities and pay all fees and expenses in connection with the satisfaction of the obligations set forth in this Section 3.1(k).

SECTION 3.2. Holder Obligations.

(a) Each Holder that participates in a Registration shall furnish to the Company, upon its written request, such information as it may reasonably request in writing (i) regarding the proposed distribution by such Holder of the Registrable Securities held by such Holder and (ii) as required in connection with any registration (including an amendment to a registration statement or prospectus), qualification or compliance referred to in this Article III.

(b) Upon receipt of any notice from the Company, or upon a Holder's otherwise becoming aware, of the happening of any event of the kind described in Section 3.1(h), such Holder shall discontinue its disposition of Registrable Securities pursuant to the registration statement relating to the offering and sale of such Registrable Securities until the receipt by such Holder of the supplemented or amended prospectus contemplated by Section 3.1(h). If so directed by the Company, such Holder shall deliver to the Company all copies other than permanent file copies then in possession of such Holder of the prospectus relating to the offering and sale of such Registrable Securities current at the time of receipt of such notice. In addition, each Holder shall immediately notify the Company, at any time during which a prospectus relating to the registration of such Registrable Securities is required to be delivered under the Securities Act, of the happening of any event as a result of which information previously furnished in writing by such Holder to the Company specifically for inclusion in such prospectus contains an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances under which they were made. In the event that the Company or any such Holder shall give any such notice, the period referred to in Section 3.1(c) shall be extended by a number of days equal to the number of days during the period from and including the giving of notice pursuant to Section

3.1(c) to and including the date on which such Holder receives copies of the supplemented or amended prospectus contemplated by Section 3.1(c).

ARTICLE IV

UNDERWRITTEN OFFERINGS

SECTION 4.1. Underwritten Offerings.

(a) Underwritten Offering. In connection with any underwritten offering pursuant to the Company Registration, the Company shall enter into an underwriting agreement (and any other customary agreements) with the underwriters for such offering, such agreement to be in form and substance reasonably satisfactory to such underwriters in their reasonable judgment and to contain such representations and warranties by the Company and such other terms as are customarily contained in agreements of that type, including without limitation indemnities to the effect and to the extent provided in Section 5.1. Each Holder that participates in the Company Registration shall be a party to such underwriting agreement and may, at such Holder's option, require that any or all representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters be made to and for the benefit of such Holder and that any or all conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such Holder. No such Holder participating in any such underwritten offering shall be required by the provisions hereof to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements regarding such Holder and its intended method of distribution and any other representation required by law.

(b) Selection of Underwriters. In the Company Registration, the Company shall select the representative of the underwriters from underwriting firms of national reputation in the United States that are reasonably acceptable to Holders.

SECTION 4.2. Holdback Agreements. In connection with any underwritten public offering of Registrable Securities by the Company under the Securities Act, no Holder shall effect directly or indirectly (except as part of such underwritten Registration in accordance with the provisions hereof or pursuant to a transaction exempt from registration other than pursuant to Rule 144 or Rule 145 of the Securities Act) any sale, distribution, short sale, loan, grant of options for the purchase of or other disposition of any Registrable Securities for such period as the representative of the underwriters requests, which period shall in no event commence earlier than seven days prior to, or end more than 180 days after, the date on which the registration statement related to such offering is declared effective. The Company shall be entitled to instruct its transfer agent to place stop transfer notations in its records to enforce this Section 4.2(a).

ARTICLE V

INDEMNIFICATION AND CONTRIBUTION

SECTION 5.1. Indemnification.

(a) Indemnification by the Company. In connection with any Registration, to the extent permitted by law, the Company shalland hereby does indemnify and hold harmless each Holder that participates in such Registration, each such Holder's legal counsel and independent accountants, each other Person who participates as an underwriter in the offering or sale of securities (if so required by such underwriter as a condition to including the Registrable Securities of such Holders in such registration) and each other Person, if any, who controls any such Holder or any such underwriter within the meaning of the Securities Act (collectively, the "Indemnified Parties"), against any losses, claims, damages or liabilities, joint or several, to which such Holder, underwriter or other Person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any registration statement under which the offering and sale of such securities were registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained therein or any document incorporated therein by reference, or any amendment or supplement thereto, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein in light of the circumstances in which they were made not misleading, or arise out of any violation by the Company of any rule or regulation promulgated under the Securities Act or state securities law applicable to the Company and relating to action or inaction required of the Company in connection with any such registration. The Company shall reimburse the Indemnified Parties for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding; provided, however, that the indemnity agreement contained in this Section 5.1(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld); and provided, further,that the Company shall not be liable to any Indemnified Party in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of or is based upon any untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement in reliance upon and in conformity with information furnished to the Company in writing by any Indemnified Party specifically for use therein.

(b) Indemnification by Holders. As a condition to including any Registrable Securities in any Registration, to the extent permitted by law, each Holder shall and doeshereby indemnify and hold harmless (in the same manner and to the same extent as set forth in Section 5.1(a)) the Company, each director of the Company, each officer of the Company and each other Person, if any, who controls the Company within the meaning of the Securities Act, with respect to any statement or alleged statement in or omission or alleged omission from any registration statement under which the offering and sale of such securities were registered under the Securities Act, any

preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, if and only if and to the extent that such statement or alleged statement or omission or alleged omission was made in reliance upon and in conformity with information furnished in writing to the Company directly by such Person; provided, however, that the obligation of any such Holder under this Section 5.1(b) shall be limited to an amount equal to the gross proceeds received by such Holder upon the sale of Registrable Securities sold in such Registration, unless such liability arises out of or is based upon such Holder's willful misconduct.

(c) Notices of Claims, etc. Promptly after receipt by an Indemnified Party of notice of the commencement of any action or proceeding involving a claim referred to in this Section 5.1, if a claim in respect thereof is to be made against a party required to provide indemnification (an "Indemnifying Party"), the Indemnified Party shall give written notice to the latter of the commencement of such action; provided, however, that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligation under this Section 5.1, except to the extent that the Indemnifying Party is actually prejudiced by such failure to give notice. In case any such action is brought against an Indemnified Party, unless in the reasonable judgment of such Indemnified Party a conflict of interest between such Indemnified Party and the Indemnifying Party may exist in respect of such claim, then each Indemnifying Party shall be entitled to participate in and to assume the defense thereof, jointly with any other Indemnifying Party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such Indemnified Party. After notice from the Indemnifying Party to such Indemnified Party of its election so to assume the defense thereof, the Indemnifying Party shall not be liable to such Indemnified Party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs of investigation. No Indemnifying Party shall consent to entry of any judgment or enter into any settlement without the consent of the Indemnified Party if such judgment or settlement does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation.

(d) Other Indemnification. Indemnification similar to that specified in this Section 5.1 (with appropriate modifications) shall be given by the Company and each Holder that participates in a Registration to each other and to any underwriter, as applicable, with respect to any required registration or other qualification of securities under any United States federal or state law or regulation, other than the Securities Act, of any United States governmental authority.

(e) Indemnification Payment. The indemnification required by this Section 5.1 shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received and as expense, loss, damage or liability is incurred.

(f) Survival of Obligations. The obligations of the Company and Holders under this Section 5.1 and Section 5.2 shall survive the completion of any offering of Registrable Securities.

SECTION 5.2. Contribution. If the indemnification provided for in Section 5.1 is unavailable or insufficient to hold harmless an Indemnified Party, then each Indemnifying Party shall contribute to the amount paid or payable to such Indemnified Party as a result of the losses, claims, damages or liabilities referred to in Section 5.1 an amount or additional amount, as the

case may be, in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party or Indemnifying Parties, on the one hand, and the Indemnified Party, on the other, in connection with the statements or omissions which resulted in such losses, claims, demands or liabilities as well as any other relevant equitable considerations. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Indemnifying Party or Indemnifying Parties, on the one hand, or the Indemnified Party, on the other, and the relative, intent, knowledge, access to information and opportunity of the parties to correct or prevent such untrue statement or omission. The amount paid to an Indemnified Party pursuant to this Section 5.2 shall be deemed to include any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending any action or claim subject to this Article V. No Person guilty of fraudulent misrepresentation within the meaning of Section 11(f) of the Securities Act shall be entitled to contribution from any Person that was not guilty of such fraudulent misrepresentation.

ARTICLE VI

COMPANY COVENANTS

SECTION 6.1. Covenants Relating to Rule 144; Reports Under Exchange Act. With a view to (a) making available the benefits of certain rules and regulations of the Commission that may at any time permit the sale of securities of the Company to the public without registration after such time as a public market exists for the Common Stock and (b) causing the Company to be and remain eligible to file use Form S-3 under the Securities Act, the Company shall:

(i) Make and keep public information available in accordance with Rule 144 under the Securities Act at all times after the effective date of the first registration under the Securities Act filed by the Company for an offering of its securities to the general public;

(ii) Take such action, including the voluntary registration of the Common Stock under Section 12 of the Exchange Act, as necessary to enable the Company to utilize Form S-3 for the sale of Registrable Securities;

(iii) Use its best efforts to file with the Commission in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act; and

(iv) Furnish to each Holder forthwith upon request, so long as such Holder owns any Registrable Securities, a written statement by the Company as to its compliance with the reporting requirements of Rule 144 under the Securities Act, the Securities Act and the Exchange Act, a copy of the most recent annual or quarterly report of the Company and such other reports and documents of the Company as such Holder may reasonably request in availing itself of any rule or regulation of the Commission that may allow such Holder to sell any Registrable Securities without registration.

SECTION 6.2 Other Registration Rights. The Company may from time to time grant additional registration rights to other holders of Common Stock, provided that (i) any such rights

granted in connection with the transactions contemplated by (a) the MBC Agreement (as defined in the Subscription Agreement dated [_____], 2003 between the Company and COMCOR), (b) any third-party financing obtained by the Company as contemplated by paragraph 5 of Annex III to Stock Subscription Agreement between the Company and COMCOR, dated [_____], 2003 (as amended from time to time, the "Stock Subscription Agreement") and (c) the vesting of shares of restricted stock specified on Annex II of the Stock Subscription Agreement, may be pari passu with the rights granted under this Agreement with respect to registration and cutback, and (ii) no such registration rights shall be senior to the rights granted under this Agreement with respect to registration and cutback (but that such rights may at all times be pari passu).

ARTICLE VII

MISCELLANEOUS

SECTION 7.1 Amendments and Waivers. No amendment of any provision of this Agreement shall be valid unless the same shall be in writing and signed by the parties. No waiver by any party of any default, misrepresentation or breach of warranty or covenant hereunder, whether intentional or not, shall be deemed to extend to any prior or subsequent default, misrepresentation or breach of warranty or covenant hereunder or affect in any way any rights arising by virtue of any prior or subsequent such occurrence.

SECTION 7.2 Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns. No party may assign either this Agreement or any of its rights, interests or obligations hereunder without the prior written approval of the other party.

SECTION 7.3 Entire Agreement. This Agreement constitutes the entire agreement among the parties and supersedes any prior understandings, agreements or representations by or among the parties, written or oral, to the extent that they relate in any way to the subject matter hereof.

SECTION 7.4 Notices. All notices, demands and other communications shall be sufficiently given for all purposes hereunder if in writing and delivered and sent by documented overnight delivery service or, to the extent receipt is confirmed, by facsimile or other electronic transmission service to the appropriate address or number set forth below.

If to COMCOR:

[INSERT ADDRESS]

Copy to:

                        McDermott, Will & Emery
                        50 Rockefeller Plaza
                        New York, NY 10020
                        Attention: Kathryn Beller, Esq.
                        Facsimile: (212) 547-5444

If to Company:

                        Andersen Group, Inc.
                        405 Park Avenue
                        Suite 1202
                        New York, NY 10022
                        Attention: Francis E. Baker
                        Facsimile: (212) 888-5620

Copy to:

                        Akin Gump Strauss Hauer &
                        Feld LLP
                        590 Madison Avenue
                        New York, NY 10022
                        Attention: Robert Langer, Esq.
                        Facsimile: (212) 872-1002

Any party may change the address to which notices, requests, demands and other communications hereunder are to be delivered by giving the other party notice in the manner herein set forth.

SECTION 7.5 Governing Law and Language. This Agreement shall be governed by and construed in accordance with the domestic laws of the State of New York without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the Laws of any jurisdiction other than the State of New York; provided that nothing in this Section 7.5 shall permit any party to bring any action, claim, demand, litigation or other legal proceeding arising out of or relating to this Agreement in any tribunal other than as set forth in Section 7.6, except to enforce an award issued by the arbitrators in accordance with Section 7.6. This Agreement is written in English, and any Russian language text is provided only for the convenience of the parties. In the case of inconsistency or issues of interpretation of the English and Russian texts, the English text shall control.

SECTION 7.6 Arbitration. Any dispute, controversy or claim between the parties arising out of or relating to this Agreement or the breach, termination or validity hereof shall be referred to and finally resolved by arbitration in New York, New York, to the exclusion of all other procedures, in accordance with the rules then in force of the American Arbitration Association, which are deemed to be incorporated by reference into this Section 7.6. In any such arbitration, three arbitrators shall be appointed in accordance with the such rules. Where the rules of the American Arbitration Association do not provide for a particular situation, the arbitrators shall determine the course of action to be followed. The English language shall be used throughout any arbitral proceeding. To the maximum extent permitted by applicable law, the parties agree not to assert any rights to have any court rule on a question of law affecting the arbitration or to hear any appeal from or entertain any judicial review of the arbitral award.

SECTION 7.7. Agreement Not to Asset Claims/Sovereign Immunity. Each party hereby agrees, to the fullest extent permitted by applicable laws, that it will not assert a claim with regard to (i) any objection that it may have now or in the future to the venue of any action, suit, arbitral proceeding or proceeding in any court referred to in this Section 7.7, including forum non conveniens, (ii) any claim that any such action, suit or proceeding has been brought in an inconvenient forum, (iii) any and all rights to demand a trial by jury in any such action, suit, or proceeding brought pursuant to this Section 7.7 or (iv) with respect to all disputes, claims, controversies and all other matters of any nature whatsoever that may arise under or in connection with this Agreement, all immunity it may otherwise have as a sovereign, quasi-sovereign or state-owned entity (or similar entity) from any and all proceedings (whether legal, equitable, arbitral, administrative or otherwise), attachment of assets or enforceability of judicial or arbitral awards.

SECTION 7.8 Equitable Remedies. The parties agree that irreparable harm would occur in the event that any of the agreements and provisions of this Agreement were not performed fully by the parties in accordance with their specific terms or conditions or were otherwise breached, and that money damages are an inadequate remedy for breach of this Agreement because of the difficulty of ascertaining and quantifying the amount of damage that would be suffered by the parties in the event that this Agreement were not performed in accordance with its terms or conditions or were otherwise breached. It is accordingly hereby agreed that the arties shall be entitled to an injunction or injunctions to restrain, enjoin and prevent breaches of this Agreement by the other party and to enforce specifically such terms and provisions of this Agreement, such remedy being in addition to and not in lieu of any other rights and remedies to which the other Party is entitled to at law or in equity.

SECTION 7.9 No Third-Party Beneficiaries. This Agreement shall not confer any rights or remedies upon any Person other than the parties and their respective successors and permitted assigns.

SECTION 7.10 Severability; Titles and Subtitles; Gender; Singular and Plural; Counterparts; Facsimile. Any term or provision of this Agreement that is invalid or unenforceable in any situation in any jurisdiction shall not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction.

SECTION 7.11 Expenses. Each party shall bear its own costs and expenses (including legal fees and expenses) incurred in connection with this Agreement and the transactions contemplated hereby except as expressly set forth herein.

SECTION 7.12 Construction; Adequate Counsel.

(a) Construction. The parties have participated jointly in the negotiation and drafting of this Agreement. In the event that an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement.

(b) Adequate Counsel. Each of the Company and COMCOR hereby represents and warrants that it and its legal counsel have adequate information regarding the terms of this Agreement, the scope and effect of the transactions contemplated hereby and all other matters encompassed by this Agreement to make an informed and knowledgeable decision with regard to entering into this Agreement.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written.

ANDERSEN GROUP, INC.

By: /s/ Francis E. Baker

Name: Francis E. Baker

Title: Secretary

MOSKOVSKAYA TELECOMMUNIKATSIONNAYA CORPORATSIYA

By: /s/ Aram Sarkisovich Grigoryan

Name: Aram Sarkisovich Grigoryan

Title: General Director

EX-99 7 terminationagreeex6.htm TERMINATION AGREEMENT Exhibit 6

TERMINATION AGREEMENT

This TERMINATION AGREEMENT(the "Agreement") is made and entered into as of August 26, 2004, by and among Moskovskaya Telecommunikationnaya Corporatsiya, an open joint stock company organized under the laws of the Russian Federation ("COMCOR"), Oliver Grace, Jr. ("Grace"), and Francis E. Baker ("Baker", and together with COMCOR and Grace, the "Stockholders" and each individually a "Stockholder") and Moscow CableCom Corp. (formerly known as Andersen Group Inc.), a Delaware corporation (the "Company") (the Company and the Stockholders are together referred to in this Agreement as the "Parties" and each individually as a "Party").

WHEREAS, the Parties have entered into a Voting Agreement dated as of February 23, 2004 (the "Voting Agreement") relating to the voting of shares of common stock, par value $0.01 per share of the Company ("Company Common Stock") owned by the Stockholders;

WHEREAS, the Company intends to enter into a Series B Convertible Preferred Stock Subscription Agreement (the "Subscription Agreement") with Columbus Nova Investments VIII Ltd., a Bahamas corporation (the "Investor"), dated as of the date hereof, whereby the Investor will acquire 4,500,000 shares of Series B Convertible Preferred Stock, par value $.01 per share of the Company (the "Series B Preferred Stock"), and the Company and the Investor will enter into a Warrant Agreement, whereby the Investor will acquire warrants that will be initially exercisable for 8,283,000 shares of Series B Preferred Stock (the "Warrant Agreement"); and

WHEREAS, in order to facilitate the entry by the Company and the Investor into the Subscription Agreement and the Warrant Agreement and as a closing condition to the consummation of the transactions contemplated thereby, the Parties agree to terminate the Voting Agreement concurrent with the Closing (as such term is defined in the Subscription Agreement) on the terms and subject to the conditions set forth herein;

NOW, THEREFORE, in consideration of the mutual agreements herein contained and intending to be legally bound hereby, the Parties agree as follows:

1. Condition Precedent

This Agreement is subject to the condition precedent (the "Condition Precedent") that the Subscription Agreement is entered into and the Closing occurs on or prior to March 31, 2005, or such later date as the Company and the Investor may determine and the Company shall notify the Stockholders.

2. Termination of Voting Agreement

2.1. The Parties acknowledge and confirm that the Voting Agreement shall be terminated in its entirety and shall cease to have any force or effect immediately upon the fulfilment of the Condition Precedent (the date on which the Condition Precedent is fulfilled is referred to in this Agreement as the "Termination Date").

2.2. Each of the Parties confirms that from the Termination Date, it shall have no claim outstanding against any other party to the Voting Agreement for breach of the Voting Agreement and each Party waives all and any rights it has to bring a claim after the Termination Date for breach by any other Party of any of the provisions of the Voting Agreement.

3. Severability

Any term or provision of this Agreement that is invalid or unenforceable in any situation in any jurisdiction shall not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction.

4. Variation

No variation of this Agreement shall be valid unless it is in writing and signed by or on behalf of each of the Parties to it. The expression "variation" shall include any variation, supplement, deletion or replacement however effected.

5. Governing law

This Agreement shall be governed by and construed in accordance with the laws of the State of New York without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York.

6. Counterparts

This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all such counterparts shall together constitute one and the same instrument.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.

MOSKOVSKAYA TELECOMMUNIKATIONNAYA CORPORATSIYA

By /s/ Aram Sarkisovich Grigoryan
Name: Aram Sarkisovich Grigoryan
Title: General Director

/s/ Oliver R. Grace, Jr.
Oliver Grace, Jr.

/s/ Francis E. Baker
Francis E. Baker

EX-99 8 seriesbconprefstockex7.htm SERIES B SUBSCRIPTION AGREEMENT

Exhibit 7

EXECUTION COPY

SERIES B CONVERTIBLE PREFERRED STOCK

SUBSCRIPTION AGREEMENT

by and between

MOSCOW CABLECOM CORP.

and

COLUMBUS NOVA INVESTMENTS VIII LTD.

Dated August 26, 2004

TABLE OF CONTENTS

Section	Page
ARTICLE I DEFINITIONS
Certain Defined Terms	6
Other Definitions	13
ARTICLE II SALE AND PURCHASE
Sale of the New Securities	15
Purchase Price	15
Closing	15
Closing Deliveries by the Company	15
Closing Deliveries by the Purchaser	16
ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE COMPANY
Organization, Authority and Qualification of the Company and the Company Subsidiaries	17
Capital Stock of the Company and Company Subsidiaries; Ownership of the New Securities	18
No Conflict	19
Governmental Consents and Approvals	19
SEC Filings; Financial Statements; Nasdaq Listing	19
No Undisclosed Liabilities	21
Absence of Certain Changes or Events	22
Litigation	24
Compliance with Laws	24
Environmental Matters	24
Material Contracts	25
Intellectual Property; Company Systems	26
Title to Properties; Absence of Encumbrances	26
Employee Benefit Matters; Labor Matters	27
Insurance	28
Taxes	29
MFON; HFC	30
Products Liability	31

Brokers.
31

ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

Organization and Authority of the Purchaser 32

No Conflict 32

Governmental Consents and Approvals 32

Investment Purpose 32

Financing 33

Status of New Securities; Limitations on Transfer and Other Restrictions 33

ARTICLE V ADDITIONAL AGREEMENTS

Conduct of Business by the Company Pending the Closing 33

Access to Information 34

Public Announcements 35

Company's Action 35

Use of Proceeds 36

Certain Costs and Expenses 36

No Shop 36

Other Registration Rights 38

Takeover Statutes 38

Termination of Voting Agreement 38

Further Action; Consents; Filings 38

Agreements with Warren Mobley, Donald Miller-Jones, Charles Roberts and Dr. Ali Mohamed Ahmed 38

Reporting Status; Nasdaq Listing 39

Corporate Governance 40

COMCOR-TV Corporate Governance 40

New Strategic Services Agreement. 41

Relocation 41

ARTICLE VI CONDITIONS

Conditions to Each Party's Obligations to Effect the Transactions 41

Conditions to the Obligations of the Company to Effect the Transactions 42

Conditions to the Purchaser's Obligations to Effect the Transactions 42

ARTICLE VII INDEMNIFICATION

Survival of Representations and Warranties 43

3

Indemnification

44

Limits on Indemnification 45

ARTICLE VIII TERMINATION

Termination 46

Effect of Termination 46

ARTICLE IX GENERAL PROVISIONS

Amendment and Waiver 47

Expenses 47

Notices 47

Headings 48

Severability 48

Entire Agreement 49

Assignment 49

No Third Party Beneficiaries 49

Governing Law 49

Counterparts 50

Specific Performance 50

Interpretation 50

Construction 50

ATTACHMENTS AND EXHIBITS

Attachment I Form of Certificate of Amendment to the Certificate of Incorporation of Moscow CableCom Corp.

Attachment II Form of Amended and Restated By-laws of Moscow CableCom Corp.

Exhibit A Form of Warrant Agreement

Exhibit B Form of Registration Rights Agreement

Exhibit C Pro Forma Capitalization Table

Exhibit D-1 Form of Warren Mobley Employment Agreement

Exhibit D-2 Form of Donald Miller-Jones Employment Agreement

Exhibit E-1 Form of Charles Roberts Consulting Agreement

Exhibit E-2 Form of Dr. Ali Mohamed Ahmed Consulting Agreement

Exhibit F Copy of the Strategic Services Agreement

Exhibit G Matters to be Opined on in Legal Opinion from the Company's US Counsel

Exhibit H Matters to be Opined on in Legal Opinion from the Company's Russian Counsel

SERIES B CONVERTIBLE PREFERRED STOCK SUBSCRIPTION AGREEMENT, dated August 26, 2004, by and between Moscow CableCom Corp., a Delaware corporation (the "Company"), and Columbus Nova Investments VIII Ltd., a Bahamas company (the "Purchaser").

W I T N E S S E T H:

WHEREAS, for purposes of raising financing for the build-out of the COMCOR-TV franchise, the Company wishes to issue and sell to the Purchaser, and the Purchaser wishes to purchase from the Company, 4,500,000 shares of Series B Convertible Preferred Stock, par value $.01 per share of the Company (the "Series B Preferred Stock"), having the designations, rights and preferences set forth in the Certificate of Amendment (as defined herein), upon the terms and subject to the conditions set forth herein. All the shares of the Series B Preferred Stock purchased pursuant to this Agreement are referred to as the "New Securities"; and

WHEREAS, at the Closing (as defined herein) the Company and the Purchaser will enter into a Warrant Agreement, substantially in the form attached to this Agreement as Exhibit A (the "Warrant Agreement"), pursuant to which the Purchaser will acquire warrants that will be initially exercisable for 8,283,000 shares of Series B Preferred Stock (the "Warrants");

NOW, THEREFORE, in consideration of the premises and the mutual agreements and covenants hereinafter set forth, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS

SECTION 1.01. Certain Defined Terms

As used in this Agreement, the following terms shall have the following meanings:

"Action" means any claim, action, suit, arbitration, inquiry, proceeding or investigation by or before any Governmental Authority.

"Affiliate" means, with respect to any Person, any officer or director of such Person, or any other Person directly or indirectly controlling, controlled by or under common control with such Person. For purposes of this definition, "control" means the power to direct the management and policies of such person, directly or indirectly, whether through ownership of voting securities, by contract or otherwise, and the terms "controlling" and "controlled" have meanings correlative to the foregoing.

"Agreement" or "this Agreement" means this Series B Convertible Preferred Stock Subscription Agreement, dated August 26, 2004, between the Company and the Purchaser (including the Attachments and the Exhibits hereto and the Disclosure Schedule) and all amendments hereto made in accordance with the provisions of Section 9.01.

"Amended and Restated By-laws" means the Amended and Restated By-laws of the Company in the form of Attachment II attached hereto.

"beneficial owner" (including the terms "beneficially own" or "beneficial ownership") has the meaning given to such terms in Rule 13d-3 of the Exchange Act.

"Benefit Plan" means each of the Company's and Company Subsidiaries' plan, program, policy, payroll practice, contract, agreement or other arrangement providing for compensation, retirement benefits, severance, termination pay, performance awards, stock or stock-related awards, fringe benefits or other employee benefits of any kind, whether formal or informal, funded or unfunded, written or oral and whether or not legally binding, including, without limitation, each "employee benefit plan", within the meaning of Section 3(3) of ERISA and each "multi-employer plan" within the meaning of Section 3(37) of 4001(a)(3) of ERISA.

"Board" means the Board of Directors of the Company.

"Bridge Facility" means the $4,000,000 Working Capital Bridge Facility Agreement dated as of the date hereof by and among the Company, COMCOR-TV, the Lender and the other parties referred to therein.

"Business Combination Statute" means Section 203 of the Delaware General Corporation Law or any other Law prohibiting, restricting, or imposing conditions with respect to, business combinations or limiting voting powers or other rights, or imposing any obligations, on any party to a business combination.

"Business Day" means any day that is not a Saturday, a Sunday or other day on which banks are required or authorized by law to be closed in New York City, New York, Hartford, Connecticut, or Moscow, the Russian Federation.

"By-laws" means the by-laws of the Company as may be amended from time to time, provided that such amendment does not adversely affect the rights of the Purchaser under this Agreement, the Warrant Agreement, the Registration Rights Agreement or the Certificate of Amendment.

"CERCLA" means the U.S. Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended as of the date hereof.

"Certificate of Amendment" means the Certificate of Amendment of the Certificate of Incorporation of the Company providing for the authorization of additional Common Stock and setting forth the designations, rights and preferences of the Series B Preferred Stock, to be filed with the Secretary of State of the State of Delaware, in the form of Attachment I attached hereto.

"Certificate of Incorporation" means the amended and restated certificate of incorporation of the Company, as shall be amended by the Certificate of Amendment on the Closing Date and as may be amended from time to time, provided that such amendment does not adversely affect the rights of the Purchaser under this Agreement, the Warrant Agreement, the Registration Rights Agreement or the Certificate of Amendment.

"Code" means the United States Internal Revenue Code of 1986, as amended through the date of this Agreement.

"COMCOR" means Moskovskaya Telecommunikatsionnaya Corporatsiya, an open joint stock company organized under the laws of the Russian Federation.

"COMCOR Director" means a Person nominated by COMCOR to be a director on the Board.

"COMCOR-TV" means ZAO COMCOR TV, a closed joint stock company organized under the laws of the Russian Federation.

"Common Stock" means the Common Stock, par value $.01 per share, of the Company, as constituted on the date hereof, any shares of the Company's capital stock into which such Common Stock shall be changed, and any shares of the Company's capital stock resulting from any reclassification of such Common Stock or any recapitalization of the Company.

"Company Subsidiary" or "Company Subsidiaries" means any Subsidiary or all of the Subsidiaries of the Company, respectively.

"Company Systems" means all computers, hardware, software, systems (including, without limitation, the Company's subscriber management system), facilities and equipment (including, without limitation, cable, wireline, wireless, microwave, satellite and any other telecommunications equipment and facilities, and embedded microcontrollers in noncomputer equipment) owned, leased or licensed by the Company or any Company Subsidiary and material to, or necessary for, the Company or any Company Subsidiary to carry on its business as currently conducted or intended to be conducted.

"control" (including the terms "controlled by" and "under common control with"), with respect to the relationship between or among two or more Persons, means the possession, directly or indirectly or as trustee or executor, of the power to direct or cause the direction of the affairs or management of a Person, whether through the ownership of voting securities, as trustee or executor, by contract or otherwise, including, without limitation, the ownership, directly or indirectly, of securities having the power to elect a majority of the board of directors or similar body governing the affairs of such Person.

"Conversion Offering" means the offering of stock after the date hereof in mutual savings banks or equivalent financial institutions upon de-mutualization of the same in which the Company or a Company Subsidiary has an account as at the date hereof.

"Conversion Offering Stock" means the stock subscribed by the Company or a Company Subsidiary in a mutual savings bank or equivalent financial institution upon the de-mutualization of the same to the extent such stock was subscribed prior to the date hereof.

"Conversion Shares" means new shares of Common Stock issuable upon conversion of the shares of Senior B Preferred Stock and exercise of the Warrants.

"Convertible Debentures" means the 10½% Convertible Subordinated Debentures due 2007 of the Company.

"Core Business Assets" means assets that are used in a business that operates directly or indirectly, or holds a License to operate (i) a cable system or service, (ii) a fixed-line telephone or telecommunications system or service, (iii) a broadcasting transmission system or service, (iv) fiber optic network, (v) broadband services, (vi) cable television, (vii) high speed internet or (viii) IP-based telephony.

"Diluted Shares" means, as of any applicable time, shares of Common Stock issued and outstanding as of such time plus shares of Common Stock issuable upon conversion, redemption, exchange, exercise of or as a dividend declared as of the time of measurement with respect to, any shares of preferred stock, options, warrants, debentures and other securities or any subscription rights.

"Director" means a member of the Board.

"Disclosure Schedule" means the Disclosure Schedule delivered by the Company in connection with this Agreement dated as of the date hereof and incorporated herein by reference.

"Employee Agreement" means each management, employment, severance, consulting, non-compete, confidentiality or similar agreement or contract between the Company or any ERISA Affiliate and any Employee pursuant to which the Company has or may have any material liability contingent or otherwise.

"Encumbrance" means any security interest, pledge, mortgage, lien (including, without limitation, environmental and tax liens), charge, encumbrance, adverse claim, preferential arrangement or restriction of any kind, including, without limitation, any restriction on the use, voting, transfer, receipt of income or other exercise of any attributes of ownership, but excluding Permitted Encumbrances.

"Environmental Law" means any Law and any judicial or administrative interpretation thereof, including any judicial or administrative order, consent decree or judgment, relating to pollution or protection of the environment, health, safety or natural resources, including, without limitation, those relating to the use, handling, transportation, treatment, storage, disposal, Release or discharge of Hazardous Materials.

"Environmental Permits" means any permit, approval, identification number, License and other authorization required under any applicable Environmental Law.

"ERISA" means Employee Retirement Income Security Act of 1974, as amended.

"ERISA Affiliate" means each business or entity which is or was a member of a "controlled group of corporations", under "common control" or an "affiliated service group" with the Company within the meaning of Section 414(b), (c) or (m) of the Code, or required to be aggregated with the Company under Section 414(o) of the Code or is under "common control" with the Company, within the meaning of Section 4001(a)(14) of ERISA.

"Exchange Act" means the Securities Exchange Act of 1934, as amended, or any successor statute thereto, and the rules and regulations of the SEC promulgated from time to time thereunder, all as the same shall be in effect at the time.

"Existing Agreements" means the following registration rights agreements: the Amended and Restated Registration Rights Agreement, dated as of July 1, 2002, as amended July 14, 2003, among the Company and the former stockholders of ABC Moscow Broadband Communication Limited, a limited liability company organized under the laws of Cyprus, whose names are set forth in the signature page to such agreement, and the Registration Rights Agreement, dated as of February 23, 2004, between the Company and COMCOR.

"Governmental Authority" means any United States, Russian or other foreign federal, state, provincial, local, supranational government, governmental, regulatory or administrative authority, agency or commission or any court, tribunal, or judicial or arbitral body.

"Governmental Order" means any order, writ, judgment, injunction, decree, stipulation, determination or award entered by or with any Governmental Authority.

"Hazardous Materials" means (i) any petroleum, petroleum products, by-products or breakdown products, radioactive materials, asbestos-containing materials or polychlorinated biphenyls or (ii) any chemical, material or substance defined or regulated as toxic or hazardous or as a pollutant or contaminant or waste under any applicable Environmental Law.

"Indebtedness" means any indebtedness, obligation and other liability of a Person (whether absolute, accrued, contingent, fixed or otherwise, or whether due or to become due), including without limitation all obligations of such Person (a) for borrowed money, (b) evidenced by bonds, notes, debentures or other similar instruments or by letters of credit, including purchase money obligations or other obligations relating to the deferred purchase price of property, goods or services (other than trade payables incurred in the ordinary course of business), (c) as lessee under leases which have been or should have been, in accordance with US GAAP, recorded as capital leases, (d) under direct or indirect guarantees in respect of Liabilities of others, including indebtedness of others secured by an Encumbrance on any asset of such Person, whether or not such indebtedness is assumed by such Person, (e) in respect of outstanding or unpaid checks or drafts or overdraft obligations, (f) for Taxes or (g) accrued interest, if any, on and all other amounts owed in respect of any of the foregoing.

"knowledge of the Company" means, with respect to any matter in question, the knowledge of the following officers and directors of the Company and the Company Subsidiaries: Francis E. Baker, Oliver Grace, Jr., Louise A. Lubrano, Thomas McPartland, James J. Pinto, Vladimir Serdyuk, Valentin Lazutkin, Sergey Mitrikov, Alexander Valdislavlev, Andrew O'Shea, Michael V. Silin, Vitaly Spassky and Valentina P. Gurina.

"Law" means any supranational, United States, Russian or foreign federal, national, state, regional or local statute, law, ordinance, regulation, rule, code, order, other requirement or rule of law.

"Lender" means Amatola Enterprises Limited, a Cypriot company.

"Liabilities" means any and all debts, liabilities and obligations, whether accrued or fixed, absolute or contingent, matured or unmatured or determined or determinable, including, without limitation, those arising under any Law, Action or Governmental Order and those arising under any contract, agreement, arrangement, commitment or undertaking.

"License" means any license(s), permit(s) or other authorization(s) necessary for a Person to lawfully own and operate its business, assets and properties or enter into and perform the Person's obligations under this Agreement; provided, that, Licenses of the Company and each Company Subsidiary shall include, without limitation, (i) Licenses for delivery of cable TV broadcasting services, telematic services and data transmission services, (ii) Licenses for construction engineering and construction services, (iii) Licenses for access to MFON and (iv) all other Licenses with the City of Moscow or any other Governmental Authority.

"Material Adverse Effect" means (i) any circumstance, development, change in, or effect on the Company, any Company Subsidiary or their businesses that, individually or in the aggregate with any other circumstances, developments, changes in, or effects on, the Company, any Company Subsidiary or their businesses is, or is reasonably expected to be, materially adverse to the business of the Company and the Company Subsidiaries, taken as a whole, or the financial condition, results of operations, assets or properties of the Company and the Company Subsidiaries, taken as a whole, and (ii) any material adverse change or any development involving a prospective material adverse change, in or affecting the general affairs, management, financial position, shareholders' equity or results of operations of the Company and the Company Subsidiaries, taken as a whole.

"MFON" means the Moscow Fiber Optic Network of COMCOR.

"Nasdaq" means the Nasdaq Stock Market, Inc., the electronic securities market regulated by the National Association of Securities Dealers, Inc.

"Nasdaq National Market" has the meaning set forth in Rule 4200(a)(23) of the rules of the National Association of Securities Dealers, Inc.

"Occurrence" means any accident, happening or event which occurs or has occurred at any time prior to the Closing Date that is caused or allegedly caused by any hazard or defect in manufacture, assembly, design, materials or workmanship including, without limitation, any failure or alleged failure to warn or any breach or alleged breach of express or implied warranties or representations with respect to a product designed, manufactured, assembled, shipped, sold or delivered by or on behalf of the Company or any Company Subsidiary that results or is alleged to have resulted in injury or death to any Person or damage to or destruction of property (including damage to or destruction of the product itself) or other consequential damages, at any time.

"Permitted Encumbrances" means such of the following as to which no enforcement, collection, execution, levy or foreclosure proceeding shall have been commenced or is reasonably expected to commence: (a) liens for taxes, assessments and governmental charges or claims that are not yet delinquent or that are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted, provided that any reserve or other appropriate provision as shall be required in conformity with US GAAP

shall have been made therefor; (b) Encumbrances imposed by law, such as materialmen's, mechanics', carriers', workmen's and repairmen's liens and other similar liens arising in the ordinary course of business; (c) pledges or deposits to secure obligations under workers' compensation laws or similar legislation or to secure public or statutory obligations or other obligations of a like nature incurred in the ordinary course of business; (d) minor survey exceptions, reciprocal easement agreements and other customary encumbrances on title to real property that (i) were not incurred in connection with any indebtedness, (ii) do not render title to the property encumbered thereby unmarketable and (iii) do not, individually or in the aggregate, materially adversely affect the value or use of such property for its current and anticipated purposes; (e) Encumbrances permitted under any financing of the Company in place as of the date hereof; (f) purchase money security interests in supplier equipment, (g) Encumbrances under the (i) the Term Loan Facility and (ii) the Bridge Facility and (h) Encumbrances in connection with Conversion Offering Stock, subject to the limitations set forth in Section 5.1 hereof.

"Person" means any individual, partnership, association, joint venture, corporation, business, trust, joint stock company, limited liability company, any unincorporated organization, any other entity, a "group" of such persons, as that term is defined in Rule 13d-5(b) under the Exchange Act, or a government or political subdivision thereof.

"Purchaser Directors" means Warren Mobley, David Van Volkenburg, Ivan Isakov, Andrew Intrater, and two additional Persons nominated by the Purchaser to be directors on the Board with one such additional Person being an Independent director.

"RAS" means accounting principles generally accepted in the Russian Federation and applied consistently throughout the periods involved.

"Registration Rights Agreement" means the Registration Rights Agreement between the Company and the Purchaser, substantially in the form attached to this Agreement as Exhibit B.

"Release" means disposing, discharging, injecting, spilling, leaking, leaching, dumping, emitting, escaping, emptying, seeping, placing and the like into or upon any land or water or air or otherwise entering into the environment.

"SEC" means the United States Securities and Exchange Commission.

"Securities Act" means the Securities Act of 1933, as amended, or any successor statute thereto, and the rules and regulations of the SEC promulgated from time to time thereunder, all as the same shall be in effect at the time.

"Senior Preferred Stock" means the Series A Preferred Stock and the Series B Preferred Stock.

"Series A Preferred Stock" means the Series A Cumulative Convertible Preferred Stock, par value $.01 per share, of the Company.

"Strategic Services Agreement" means the Strategic Services Agreement on the provision of telecommunication services between COMCOR and COMCOR-TV, dated April 24, 2000, as amended.

"Subsidiaries" of any Person means any corporation, partnership, joint venture, limited liability company, trust, estate or other Person of which (or in which), directly or indirectly, more than 50% of (a) the issued and outstanding capital stock having ordinary voting power to elect a majority of the board of directors of such corporation (irrespective of whether at the time capital stock of any other class or classes of such corporation shall or might have voting power upon the occurrence of any contingency), (b) the interest in the capital or profits of such partnership, joint venture or limited liability company or other Person or (c) the beneficial interest in such trust or estate is at the time owned by such first Person, or by such first Person and one or more of its other Subsidiaries or by one or more of such Person's other Subsidiaries.

"Tax" or "Taxes" means any federal, state, county, local, foreign and other taxes (including, without limitation, income, profits, premium, estimated, excise, sales, use, occupancy, gross receipts, franchise, ad valorem, severance, capital levy, production, transfer, withholding, employment, unemployment compensation, payroll and property taxes, import duties and other governmental charges and assessments), whether or not measured in whole or in part by net income, and including deficiencies, interest, additions to tax or interest, and penalties with respect thereto, whether disputed or not, imposed by any Governmental Authority or other Tax authority or arising under any Tax law or agreement, including, without limitation, any joint venture or partnership agreement.

"Tax Claim" means any claim arising out of or otherwise in respect of any inaccuracy in or any breach of any representation, warranty, covenant or agreement of the Company contained in this Agreement relating to Taxes.

"Tax Return" means any return, declaration, report, claim for refund, form, or information or return or statement relating to Taxes, including any schedule or attachment thereto, and including any amendments thereof.

"Term Loan Facility" means the $28,500,000 Term Loan Facility dated as of the date hereof among the Company, COMCOR-TV, the Lender and the other parties referred to therein.

"Transactions" means the transactions contemplated by this Agreement.

"US GAAP" means United States generally accepted accounting principles and practices as in effect from time to time and applied consistently throughout the periods involved.

SECTION 1.02. Other Definitions

The meanings of the following terms can be found in the Sections of this Agreement indicated below:

Term	Section

Audited Financial Statements........................	3.05(d)
Bankruptcy Proceeding................................	3.07(b)
Blackout Period...........................................	5.01(d)
CCTV Licenses...........................................	6.03(c)
COMCOR-TV Board.................................	5.15(a)
COMCOR-TV Shareholder Meeting...........	5.15(a)
Closing........................................................	2.03
Closing Date................................................	2.03
COMCOR-TV Board.................................	5.15(a)
Company.....................................................	Preamble
Company Balance Sheet..............................	3.05(d)
Company Loss............................................	7.02(b)
Company Permits........................................	3.09(b)
Consulting Agreements.................................	5.12(b)
Employee....................................................	3.14(d)
Employment Agreements..............................	5.12(a)(i)
Exchange Act Reports.................................	3.05(a)
General Director..........................................	5.15
Improvements..............................................	3.13(d)
Indemnified Party.........................................	7.02(c)
Indemnifying Party.......................................	7.02(c)
Intellectual Property.....................................	3.12(a)
Interim Financial Statements.........................	3.05(d)
IRS.............................................................	3.14(b)
Lease..........................................................	3.13(c)
Leased Real Property..................................	3.13(a)
Loss............................................................	7.02(b)
Material Contracts.......................................	3.11(a)
New COMCOR-TV Board........................	5.15(a)
New MFON Agreement..............................	5.16
New Securities............................................	Recitals
Notice of Superior Proposal.........................	5.07(c)
Options Grant..............................................	5.12(c)
Owned Real Property..................................	3.13(a)
Proxy Statement..........................................	5.04(a)
Purchase Price.............................................	2.02
Purchaser....................................................	Preamble
Purchaser Loss............................................	7.02(a)
Real Property..............................................	3.13(a)
Representatives............................................	5.02(a)
Russian Antimonopoly Authority...................	3.04
Sarbanes-Oxley Act....................................	3.05(a)
Series B Preferred Stock.............................	Recitals
Services.......................................................	3.17(a)
Stockholders Meeting..................................	5.04(a)
Superior Proposal........................................	5.07(d)

Termination Fee...........................................	8.02(c)
Third Party Acquisition.................................	5.07(a)
Third Party Claims.......................................	7.02(c)
Voting Agreement........................................	5.10
Warrant Agreement.....................................	Recitals
Warrants.....................................................	Recitals

ARTICLE II

SALE AND PURCHASE

SECTION 2.01. Sale of the New Securities. Upon the terms and subject to the conditions set forth in this Agreement, the Company shall duly issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, the New Securities.

SECTION 2.02. Purchase Price. The purchase price to be paid by the Purchaser to the Company for the New Securities shall be $22,500,000 in cash (the "Purchase Price").

SECTION 2.03. Closing. The New Securities to be purchased by the Purchaser will be represented by one or more stock certificates evidencing shares of Series B Preferred Stock. The Company will deliver the certificates evidencing the New Securities to the Purchaser against payment of the Purchase Price as hereinafter provided. The delivery of and payment for the New Securities contemplated by this Agreement shall take place at a closing (the "Closing") to be held at the offices of Skadden, Arps, Slate, Meagher & Flom (UK) LLP at 40 Bank Street, Canary Wharf, E14 5DS, at a time and on a date (the "Closing Date") to be specified by the parties, which shall be not less than one nor more than five (5) Business Days after satisfaction (or waiver) of the latest to occur of the conditions set forth in Article VI hereof, unless another time, date or place is agreed to in writing by the parties hereto.

SECTION 2.04. Closing Deliveries by the Company At the Closing, the Company shall deliver or cause to be delivered to the Purchaser:

(a) newly issued certificate(s) for 4,500,000 shares of the Series B Preferred Stock, issued to and registered in the name of
the Purchaser and evidencing the Series B Preferred Stock being purchased hereunder;

(b) a receipt for the Purchase Price;

(c)                a true and complete copy, certified by the Secretary of the Company, of the resolutions duly and validly adopted by the
                    Board evidencing (i) its authorization of the execution and delivery of this Agreement and the consummation of the
                    Transactions (including the entering into the Warrant Agreement and the Registration Rights Agreement) and the filing of
                    the Certificate of Amendment with the Secretary of State of the State of Delaware and the issuance of the New
                    Securities, and (ii) the Amended and Restated By-laws;

(d)                a copy of (i) the Certificate of Incorporation, certified by the Secretary of State of the State of Delaware, as of a date not
                    earlier than five Business Days prior to the Closing Date and accompanied by a certificate of the Secretary or Assistant
                    Secretary or other authorized officer of the Company, dated as of the Closing Date, stating that no amendments, other

than the filing of the Certificate of Amendment, have been made to such Certificate of Incorporation since such date, and
(ii) the By-laws, certified by the Secretary or Assistant Secretary of the Company;

(e) a good standing certificate for the Company from the Secretary of State of the State of Delaware dated as of a date not
earlier than five Business Days prior to the Closing Date;

(f) a duly executed Warrant Agreement and a duly executed Warrant Certificate (as such term is defined in the Warrant
Agreement), representing the Warrants and issued to the Purchaser;

(g) a duly executed Registration Rights Agreement;

(h) evidence of the termination of the Voting Agreement satisfactory to the Purchaser;

(i) executed Employment Agreements and Consulting Agreements;

(j) a duly executed amendment to the 2003 Stock Option Plan of the Company with respect to the Options Grant and
evidence, satisfactory to the Purchaser, that the Options Grant has been made;

(k) duly executed Stock Option Agreements between the Company and Warren Mobley, Donald Miller-Jones, Charles
Roberts and Dr. Ali Ahmed Mohamed;

(l) a legal opinion from the Company's U.S. counsel with respect to such matters as set forth in Exhibit G attached to this
Agreement;

(m) a legal opinion from the Company's Russian counsel with respect to such matters as set forth in Exhibit H attached to this
Agreement;

(n) duly executed resignations of Louis Lubrano, Thomas McPartland, Sergey Mitrikov, Alexander Vladislavlev and Francis
E. Baker from the Board; and

(o) an officer's certificate of the Chief Executive Officer and Chief Financial Officer of the Company certifying the satisfaction
of the conditions set forth in Sections 6.03(a) and (e) hereof.

SECTION 2.05. Closing Deliveries by the Purchaser. At the Closing, the Purchaser shall deliver to the Company the items specified below:

(a) a receipt acknowledging delivery by the Company of the stock certificates specified in Section 2.04(a);

(b) a duly executed Warrant Agreement;

(d) an officer's certificate of the Chief Executive Officer and Chief Financial Officer of the Purchaser certifying the satisfaction
of the condition set forth in Section 6.02(a) hereof.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

As an inducement to the Purchaser to enter into this Agreement, the Company hereby represents, warrants and covenants to the Purchaser that the representations and warranties contained in this Article III are true, complete and correct as of the date of this Agreement and will be true, complete and correct as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this Article III).

SECTION 3.01. Organization, Authority and Qualification of the Company and the Company Subsidiaries. The Company and each Company Subsidiary is a corporation duly incorporated or organized, validly existing as a legal entity properly incorporated, organized, registered and existing, and in good standing (in jurisdictions recognizing the concept) under the laws of the jurisdiction of its incorporation, and the Company has all necessary corporate power and authority to enter into this Agreement, to carry out its obligations hereunder and to consummate the Transactions (including entering into the Warrant Agreement and Registration Rights Agreement). The Company and each Company Subsidiary is duly qualified to do business (and is in good standing in each jurisdiction that recognizes the concept) in which (x) it owns or leases properties or conducts any business or (y) such qualification is necessary, except where the failure to be so qualified or in good standing (with respect to jurisdictions recognizing the concept) in any such jurisdiction does not or would not subject the Company or the Company Subsidiary, as the case may be, to any material liability or disability. The execution and delivery of this Agreement by the Company, the performance by the Company of its obligations hereunder and the consummation by the Company of the Transactions (including entering into the Warrant Agreement and Registration Rights Agreement) have been duly authorized by all requisite action on the part of the Company (other than, with respect to the approval of this Agreement and the Transactions, by the requisite action of the holders of voting securities of the Company in accordance with Delaware General Corporation Law, the Certificate of Incorporation, the By-laws and Nasdaq listing requirements). This Agreement has been duly executed and delivered by the Company, and (assuming due authorization, execution and delivery by the Purchaser) this Agreement constitutes a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except that (A) such enforcement may be subject to (i) any bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar law now or hereafter in effect relating to creditors' rights generally, (ii) general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity) and (B) rights to indemnification and contribution may be limited by public policy. Neither the Company nor any Company Subsidiary is in violation of any of the provisions of their respective certificate of incorporation, by-laws or equivalent organizational documents.

SECTION 3.02. Capital Stock of the Company and Company Subsidiaries; Ownership of the New Securities

(a) As of the date hereof, the authorized capital stock of the Company consists of (x) 15,000,000 shares of Common Stock, of which (i) 8,575,962 shares are outstanding, (ii) 456,949 shares of Common Stock are reserved for issuance on conversion of the Series A Preferred Stock, (iii) 102,040 shares of Common Stock are reserved for issuance on conversion of the Convertible Debentures, (iv) 151,000 shares are reserved for issuance upon the exercise of stock options in the amounts and at the exercise prices set forth in Section 3.02(a)(iv) of the Disclosure Schedule and (v) 220,879 shares of Common Stock are reserved for issuance to COMCOR pursuant to the Stock Subscription Agreement dated May 28, 2003, effective April 1, 2003, as amended, between COMCOR and the Company; and (y) 800,000 shares of Series A Preferred Stock, of which 150,229 shares are issued and outstanding and designated as Series A Preferred Stock. All of the outstanding shares of the Company's capital stock are duly and validly issued, fully paid and nonassessable. None of the issued and outstanding shares of capital stock of the Company was issued in violation of any preemptive rights. As of the date hereof, except as described above or as set forth in Section 3.02(a) of the Disclosure Schedule, there are no options, warrants, subscriptions, calls, convertible securities or debentures or other rights, agreements, arrangements or commitments relating to the capital stock of the Company or obligating the Company to issue or sell any shares of capital stock of, or any other equity interest in, the Company. There are no outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any shares of capital stock of the Company or make any investment (in the form of a loan, capital contribution or otherwise) in any other Person.

(b) The New Securities and the Warrants have been duly and validly authorized by the Board and, upon consummation of the Closing, as contemplated hereby the New Securities and the Warrants purchased by the Purchaser (i) will be duly and validly issued, fully paid, nonassessable, and free from all Taxes and Encumbrances, (ii) will be issued in compliance with United States federal securities Laws and the securities Laws of other applicable jurisdictions and (iii) the issuance of the New Securities and the Warrants will not be subject to preemptive or other similar rights. The Conversion Shares, if and when issued, (i) will be duly and validly issued, fully paid, nonassessable, and free from all Taxes and Encumbrances, (ii) will be issued in compliance with United States federal securities Laws and the securities Laws of other applicable jurisdictions and (iii) the issuance of the Conversion Shares will not be subject to preemptive or other similar rights.

(c) Exhibit C hereto contains a true and complete copy of the pro forma capitalization table as of the date hereof (the "Pro Forma Capitalization Table") of the Company, giving effect to consummation of the Transactions, including the entering into the Warrant Agreement. Section 3.02(c) of the Disclosure Schedule sets forth all of the securities or instruments issued by the Company that contain anti-dilution or similar provisions that will be triggered by, and all of the resulting adjustments that will be made, to such securities and instruments as a result of the issuance of the New Securities and Warrants to the Purchaser.

(d) Section 3.02(d) of the Disclosure Schedule sets forth (i) the name and jurisdiction of incorporation of each Company Subsidiary, (ii) each Company Subsidiary's authorized capital stock and the number of issued and outstanding shares of its capital stock and (iii) the record owner(s) of such shares. All of the outstanding shares of capital stock of each Company Subsidiary that is a

corporation are duly and validly issued, fully paid and nonassessable. All of the outstanding shares of capital stock of, or other ownership interest in, each Company Subsidiary are owned, directly or indirectly, by the Company free and clear of any Encumbrances. Except as set forth in Section 3.02(d) of the Disclosure Schedule, no Company Subsidiary has outstanding options, warrants, subscriptions, calls, rights, convertible securities or other agreements or commitments obligating the Company Subsidiary to issue, transfer or sell any securities of any Company Subsidiary.

(e) Except for the Existing Agreements and the registration rights granted in the Stock Option Agreements, the Company has not granted and has not agreed to grant any demand or incidental registration rights to any Person other than rights to be granted to the Purchaser pursuant to the Registration Rights Agreement.

SECTION 3.03. No Conflict. Assuming the making and obtaining of all filings, notifications, consents, approvals, authorizations and other actions referred to in Section 3.04, the execution, delivery and performance of this Agreement by the Company do not and will not (a) violate, conflict with or result in the breach of any provision of the certificate of incorporation or by-laws (or similar organizational documents) of the Company or any Company Subsidiary, (b) to the knowledge of the Company, conflict with or violate any Law or Governmental Order applicable to the Company, any Company Subsidiary or any of their respective assets, properties or businesses, (c) to the knowledge of the Company, violate, conflict with or result in the breach of any provision of any Company Permit, or (d) except as set forth in Section 3.03 of the Disclosure Schedule, conflict with, result in any breach of, constitute a default (or event which with the giving of notice or lapse of time, or both, would become a default) under, require any consent under, or give to others any rights of termination, amendment, acceleration, suspension, revocation or cancellation of, or result in the creation of any Encumbrance on any of the assets or properties of the Company or any Company Subsidiary pursuant to, any note, bond, mortgage or indenture, contract, agreement, lease, sublease, License, franchise or other instrument, obligation or arrangement to which the Company or any Company Subsidiary is a party or by which any of its assets or properties is bound or affected.

SECTION 3.04. Governmental Consents and Approvals. The execution, delivery and performance of this Agreement, or the consummation of the Transactions, by the Company do not and will not require any consent, approval, authorization or other order of, action by, filing with or notification to any Governmental Authority, except (i) for the applicable requirements of the Exchange Act (for filing with the SEC of (a) the Proxy Statement and (b) such reports under the Exchange Act as may be required in connection with this Agreement and the Transactions), the Securities Act (in connection with the filing of a Form D with the SEC and the Registration Rights Agreement), state securities or "blue sky" laws, (ii) for filing of a supplemental listing application with Nasdaq, (iii) the filing of the Certificate of Amendment with the Secretary of State of the State of Delaware, and (iv) the approval of the Federal Antimonopoly Service of the Russian Federation ("Russian Antimonopoly Authority").

SECTION 3.05. SEC Filings; Financial Statements; Nasdaq Listing. (a) The Annual Report on Form 10-K of the Company for the fiscal year ended February 29, 2004 has been made available to the Purchaser in connection with the offering of the New Securities. All documents of the Company filed with the SEC pursuant to the Exchange Act are referred to herein as the "Exchange Act Reports". The Exchange Act Reports, when they were filed with the SEC,

complied in all material respects with the requirements of the Exchange Act and the applicable rules and regulations of the SEC thereunder. The Exchange Act Reports did not, as of their respective dates, contain any untrue statement of material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company has timely filed all reports and registration statements and made all filings required to be made with the SEC under the Exchange Act, the Securities Act or the applicable rules and regulations of the SEC thereunder, all of which complied when filed in all material respects with all applicable requirements of the Securities Act and/or the Sarbanes-Oxley Act of 2002 (with respect to the provisions of such act required to be complied with at the time such forms, reports and/or documents were required to be filed) and the rules and regulations promulgated thereunder (the "Sarbanes-Oxley Act") and the statements contained in or accompanying the Company Annual Report on Form 10-K and Quarterly Reports on Forms 10-Qs in accordance with Sections 302 and 906 of the Sarbanes-Oxley Act are true and correct.

(b) Without limiting the generality of Section 3.05(a), (i) ZAO PricewaterhouseCoopers Audit has not resigned, or, to the knowledge of the Company, threatened to resign or been dismissed as independent public accountant of the Company as a result of or in connection with any disagreement with the Company on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, (ii) no executive officer of the Company has failed in any respect to make the certifications required of him or her under Section 302 or 906 of the Sarbanes-Oxley Act with respect to any form, report or schedule filed by the Company with the SEC since the enactment of the Sarbanes-Oxley Act and (iii) no enforcement action has been initiated against the Company by the SEC relating to disclosures contained in any Company SEC Report.

(c) The Company has in place the "disclosure controls and procedures" (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) required in order for the Chief Executive Officer and Chief Financial Officer of the Company to engage in the review and evaluation process mandated by the Exchange Act. The Company's "disclosure controls and procedures" are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such information is accumulated and communicated to the Company's management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the Chief Executive Officer and Chief Financial Officer of the Company required under the Exchange Act with respect to such reports.

(d) The audited consolidated balance sheets of the Company and its subsidiaries for the fiscal years ended as of February 29, 2004, February 28, 2003 and February 28, 2002 and the related audited consolidated statements of income, retained earnings, stockholders' equity and cash flow of the Company and the Company Subsidiaries together with all related notes and schedules thereto (the "Audited Financial Statements"), the unaudited consolidated balance sheet of the Company and its subsidiaries as of May 31, 2004, and the related unaudited consolidated statements of income, retained earnings, stockholders' equity and cash flow of the Company and its subsidiaries together with all related notes and schedules thereto (the "Interim Financial Statements"), all of which Audited Financial Statements and Interim Financial Statements are contained in the respective Exchange Act Reports, (i) were

prepared in accordance with the books of account and other financial records of the Company and its subsidiaries, (ii) present fairly the consolidated financial condition and results of operations of the Company and its subsidiaries as of the dates thereof or for the periods covered thereby, (iii) have been prepared in accordance with US GAAP applied on a basis consistent with the past practices of the Company and (iv) in case of the Interim Financial Statements, include all adjustments (consisting only of normal recurring accruals) that are necessary for a fair presentation of the consolidated financial condition and the results of the operations of the Company as of the dates thereof or for the periods covered thereby. The balance sheet of the Company contained in its Annual Report on Form 10-K for the fiscal year ended February 29, 2004 is hereinafter referred to as the "Company Balance Sheet".

(e) The Company is currently eligible to use Form S-3 under the Securities Act for registration of the sale by the Purchaser of the Registrable Securities (as such term is defined in the Registration Rights Agreement), and the Company has filed in the preceding twelve (12) months all reports required to be filed by the Company with the SEC in a timely manner so as to obtain and maintain eligibility to use Form S-3 under the Securities Act for the resale of the Registrable Securities.

(f) Set forth in Section 3.05(f) of the Disclosure Schedule is a complete list of all material amendments or modifications, that have not yet been filed with the SEC, to agreements, documents or other instruments that previously had been filed by the Company with the SEC (except as may be required with respect to the Transactions), pursuant to the Securities Act or the Exchange Act. The Company has furnished to the Purchaser a complete and correct copy of all such documents.

(g) The Common Stock is listed on the Nasdaq National Market. The Company has no knowledge of any proceedings to revoke such listing. The sales of New Securities and Warrants to the Purchaser in accordance with the terms of this Agreement and the Warrant Agreement will not violate any rules of the Nasdaq National Market or the National Association of Securities Dealers as in effect on the date hereof.

SECTION 3.06. No Undisclosed Liabilities. Except as specifically set forth in the financial statements of the Company included in the Exchange Act Reports filed and publicly available prior to the date of this Agreement, and except for liabilities and obligations incurred (x) in the ordinary course of business since the date of the most recent consolidated balance sheet included in the Exchange Act Reports filed and publicly available prior to the date of this Agreement and (y) as a result of the performance by the Company of its obligations pursuant to the Transactions, neither the Company nor any of the Company Subsidiaries has any Liabilities required by US GAAP to be set forth on a consolidated balance sheet of the Company or in the notes thereto. All agreements related to Indebtedness (including, but not limited, to any loans, credit agreements, notes and indentures) to which the Company or any Company Subsidiary is a party have been filed with the Company's Exchange Act Reports or registration statements filed with the SEC under the Securities Act.

SECTION 3.07. Absence of Certain Changes or Events. (a) Since the date of the Company Balance Sheet, except as contemplated by this Agreement, or disclosed in any Exchange Act Report filed after the date of the Company Balance Sheet and prior to the date hereof, the Company has conducted its business only in the ordinary course and in a manner consistent with past practices and there has not been any

(i) Material Adverse Effect;

(ii) change by the Company in its accounting methods, principles or policies, except as may be required by US
GAAP;

(iii) change in the capital stock of the Company or any Company Subsidiary;

                (iv)              revaluation by the Company of any asset (including, without limitation, any writing down of the value of
                                   inventory or writing-off of notes or accounts receivable), other than in the ordinary course of business
                                   consistent with past practices;

                (v)               except as set forth in Section 3.07(v) of the Disclosure Schedule, declaration, setting aside or payment of
                                   any dividend or distribution in respect of any capital stock of the Company or any optional redemption,
                                    purchase or other acquisition of any of its securities;

                (vi)              except as set forth in Section 3.07(vi) of the Disclosure Schedule, increase in or establishment of any bonus,
                                   insurance, severance, deferred compensation, pension, retirement, profit-sharing, stock option (including,
                                   without limitation, the granting of stock options, stock appreciation rights, performance awards, or restricted
                                   stock awards), stock purchase or other employee benefit plan, or any other increase in the compensation
                                   payable or to become payable to any executive officers or key employees of the Company or any
                                  Company Subsidiary, except in the ordinary course of business consistent with past practices;

(vii) amendment of any term of any outstanding security of the Company or any Company Subsidiary;

(viii) damage, destruction or other casualty loss with respect to any material asset or property owned, leased or
otherwise used by the Company or any Company Subsidiary;

(ix) incurrence, assumption or guarantee by the Company or any Company Subsidiary of any Indebtedness
other than in the ordinary course of business and consistent with past practices;

                (x)               making of any loan, advance or capital contribution to or investment in any Person by the Company or any
                                   Company Subsidiary other than (A) loans, advances or capital contributions to or investments in any wholly
                                   owned Company Subsidiary, or (B) loans or advances to the Company by any Company Subsidiary;

                (xi)              (A) transactions, commitments, contracts or agreements entered into by the Company or any Company
                                   Subsidiary relating to any material disposition or acquisition of any assets or business or (B) modification,
                                   amendment, assignment, termination or relinquishment by the Company or any Company Subsidiary of any
                                   contract, License or other right, other than, in either case, transactions, commitments, contracts or
                                   agreements in the ordinary course of business consistent with past practices and those contemplated by this
                                   Agreement;

                (xii)             amendment, alteration or repeal (by merger, consolidation or otherwise) of any provision of the Certificate
                                   of Incorporation or the By-laws, that would adversely affect the relative rights, preferences, qualifications,
                                   limitations or restrictions of the Purchaser as the holder of the Series B Preferred Stock, Warrants or
                                   Common Stock at the Closing or the rights of the Purchaser under this Agreement, other than the
                                   amendment to the Certificate of Incorporation by filing of the Certificate of Amendment and the Amended
                                   and Restated By-laws as contemplated herein;

(xiii) creation of any new class of capital stock of the Company;

(xiv) reclassification of any of the Company's capital stock into shares that would have a preference over or on
parity with the Series B Preferred Stock;

(xv) sale of (or an agreement to sell) Core Business Assets of the Company or any Company Subsidiary, or any
merger, consolidation or combination of the Company or any Company Subsidiary with another entity;

(xvi) increase in the authorized number of shares of Common Stock or shares of preferred stock of the
Company;

(xvii) increase in the authorized number of shares of or issuance of any additional Series A Preferred Stock;

(xviii) initiation of a voluntary liquidation, dissolution or winding up of the Company or of any Company Subsidiary;

                (xix)           commencement of any tender or exchange offer or redemption involving the Company's equity securities or
                                  any security convertible into, exchangeable for, or otherwise giving the holder thereof the right to obtain,
                                  equity securities of the Company; or

(xx) any amendment to a Material Contract or Company Permit.

(b) Neither the Company nor any Company Subsidiary has made a general assignment for the benefit of creditors, and no proceeding (a "Bankruptcy Proceeding") has been instituted by or against the Company or any Company Subsidiary seeking to

adjudicate any of them a bankrupt or insolvent, or seeking liquidation, winding up or reorganization, arrangement, adjustment, protection, relief or composition of its debts under any Law relating to bankruptcy, insolvency or reorganization.

SECTION 3.08. Litigation. Except as set forth in Section 3.08 of the Disclosure Schedule, there are no material Actions by or against the Company or any Company Subsidiary or affecting any of the assets of the Company or any of the Company Subsidiaries, pending before any Governmental Authority or, to the knowledge of the Company, threatened or contemplated to be brought by or before any Governmental Authority. None of the Company, the Company Subsidiaries or any of the assets of the Company or the Company Subsidiaries is subject to any Governmental Order (or, to the knowledge of the Company, are there any such Governmental Orders threatened or contemplated to be imposed by any Governmental Authority) which has, has had or is reasonably expected to have, individually or in the aggregate, a Material Adverse Effect.

SECTION 3.09. Compliance with Laws. (a) Neither the Company nor any Company Subsidiary is in default or violation of any Law or Governmental Order.

(b) (i) Except as set forth in Section 3.09(b) of the Disclosure Schedule, the Company and each Company Subsidiary are in possession of all material franchises, grants, authorizations, Licenses, memoranda of understanding, agreements, easements, variances, exceptions, consents, certificates, approvals and orders of or with any Governmental Authority (the "Company Permits") necessary or required for the Company or any Company Subsidiary to own, lease and operate its properties or to carry on its business as it is now being conducted, which are set forth in Section 3.09(b) of the Disclosure Schedule, and the Company Permits are in full force and effect, are not subject to any unusual or onerous conditions and have been complied with in all material respects, (ii) no suspension or cancellation or revocation of any of the Company Permits is pending or, to the knowledge of the Company, threatened nor has any of the Company Permits expired and, with respect to any such Company Permit which will expire prior to the Closing Date, the Company is not aware of any circumstance which would reasonably be expected to cause such Company Permit not to be renewed or extended upon expiration and (iii) neither the Company nor any Company Subsidiary is in default under any Company Permit. The Company has provided the Purchaser with complete and accurate copies of all Company Permits, including any amendments, supplements and extensions thereto, and with all written correspondence between the Company or any Company Subsidiary and a Governmental Authority with respect to any Company Permit.

SECTION 3.10. Environmental Matters. Except as set forth in Section 3.10 of the Disclosure Schedule:

(a) the Company and the Company Subsidiaries (i) are and have been in compliance with all applicable Environmental Laws, (ii) hold all necessary Environmental Permits and (iii) are and have been in compliance with their respective Environmental Permits;

(b) neither the Company nor any Company Subsidiary has received any notice of alleged violation of Environmental Law or written request for information, or been notified in writing that it is a potentially responsible party, under CERCLA, or any similar Law of any country, state, province, municipality, locality or any other jurisdiction;

(c) neither the Company nor any Company Subsidiary has entered into or agreed to any consent decree or order or is subject to any judgment, decree or judicial order relating to compliance with Environmental Laws, Environmental Permits or the investigation, sampling, monitoring, treatment, remediation, removal or cleanup of Hazardous Materials and, to the knowledge of Company, no investigation, litigation or other proceeding is pending or threatened with respect thereto, and, to the knowledge of Company, no condition, including, without limitation, the Release of Hazardous Materials, exists on any property currently or formerly owned or operated by the Company that is reasonably likely to lead to such investigation, litigation or proceeding or to require investigation or remediation pursuant to applicable Environmental Law;

(d) none of the real property currently or formerly owned or leased by the Company or any Company Subsidiary is listed or, to the knowledge of the Company, proposed for listing on the "National Priorities List" under CERCLA, as updated through the date of this Agreement, or any similar list of sites in the Russian or any other jurisdiction requiring investigation or cleanup; and

(e) the Purchaser has been provided access to all reports in the Company's possession or control assessing the environmental condition of the Company's and the Company Subsidiaries current and former properties.

SECTION 3.11. Material Contracts

(a) Section 3.11(a) of the Disclosure Schedule sets forth a complete list of all contracts, agreements, notes, bonds, mortgages, franchise agreements, subcontractor agreements, purchase commitments for network equipment, software technical development and support agreements, television content agreements, guarantees, leases, security agreements and commitments, including all amendments and modifications thereto, to which the Company or any Company Subsidiary is a party that are material to the Company and the Company Subsidiaries, taken as a whole (together, "Material Contracts"). The Company has provided the Purchaser with complete and accurate copies of all Material Contracts, including any amendments, supplements and extensions thereto, and with all written correspondence between the Company or any Company Subsidiary and any party to a Material Contract.

(b) Each Material Contract (i) is valid and binding on the Company or the Company Subsidiary that is a party thereto, as the case may be, and is in full force and effect and (ii) upon consummation of the Transactions shall continue in full force and effect without penalty or other adverse consequence.

(c) (i) neither the Company nor any Company Subsidiary is in breach of, or default under, any Material Contract and (ii) to the knowledge of the Company, no other party to any Material Contract is in breach thereof or default thereunder.

(d) Except as set forth in Section 3.11(d) of the Disclosure Schedule, neither the Company nor any Company Subsidiary is a party to any voting trust, proxy, agreement with respect to the voting of any capital stock of Company or any Company Subsidiary.

SECTION 3.12. Intellectual Property; Company Systems

(a) Neither the Company nor any Company Subsidiary owns any trademark, trade name, patent, service mark, brand mark, brand name, industrial design and copyright (collectively, the "Intellectual Property"). All of the Intellectual Property used by the Company is used pursuant to a valid License by the Company or the Company Subsidiaries free and clear of any and all Encumbrances, and the Company or one of the Company Subsidiaries has good, marketable and exclusive title to or license for, and the valid right to use all of the Intellectual Property. Neither the Company nor any of the Company Subsidiaries has received any complaint, assertion, threat or allegation or otherwise has notice of any claim, lawsuit, demand, proceeding or investigation involving any such matters or the Intellectual Property or otherwise knows that any of the Intellectual Property is invalid or conflicts with the rights of any third party.

(b) Each of the Company and each Company Subsidiary has a right to use all Intellectual Property used in the operation of its business as presently conducted.

(d) The Company Systems have been maintained in accordance with good business practice, are in good operating condition and repair and are suitable for the purposes for which they are used and intended. Except as set forth in Section 3.12(d) of the Disclosure Schedule, the Company has no commitments to purchase any Company Systems.

SECTION 3.13. Title to Properties; Absence of Encumbrances. (a) Section 3.13(a) of the Disclosure Schedule lists the material real property interests owned by the Company and the Company Subsidiaries (the "Owned Real Property") and lists all leases relating to material real property to which the Company or any Company Subsidiary is a party as a lessee (the "Leased Real Property," and together with the Owned Real Property, the "Real Property"). All leases for Leased Real Property are in full force and effect, are valid and effective in accordance with their respective terms, and there is not, under any of such leases, any existing default or event of default (or event which with notice or lapse of time, or both, would constitute a default).

(b) Each of the Company and the Company Subsidiaries has good and marketable fee title to, or, in the case of leased properties and assets, has good and valid leasehold interests in, all of its tangible properties and assets, real, personal and mixed, used or held for use in, or which are necessary to conduct, the respective business of the Company and each Company Subsidiary as currently conducted, free and clear of any Encumbrances.

(c) Section 3.13(c) of the Disclosure Schedule sets forth all material leases, subleases and other agreements (each, a "Lease" and collectively, the "Leases") granting to any Person or entity other than the Company or any Company Subsidiary any right to the possession, use, occupancy or enjoyment of the Real Property or any portion thereof. Each such Lease is valid, binding and in full

force and effect, all rent and other sums and charges payable by the tenant thereunder are current, no notice of default or termination under any Lease is outstanding, no termination event or condition or uncured default on the part of the Company or any Company Subsidiary or, to the knowledge of the Company, the tenant, exists under any Lease, and no event has occurred and no condition exists that, with the giving of notice or the lapse of time, or both, would constitute such a default or termination event or condition. Except as set forth in Section 3.13(c) of the Disclosure Schedule, the Company or any Company Subsidiary may terminate any Lease without incurring any penalty, charge, cost or expense in connection with such termination and without being in default of any such Lease.

(d) To the knowledge of the Company, all components of all buildings, structures, fixtures, facilities and other improvements in, on or within the Real Property (the "Improvements") are in good operating condition and repair, subject to continued repair and replacement in accordance with past practice.

(e) The Company and each Company Subsidiary has not received notice of and, to the knowledge of the Company, there is no pending, threatened or contemplated condemnation proceeding, action or Governmental Order affecting the Real Property or any part thereof, nor any sale or other disposition of the Real Property or any part thereof in lieu of condemnation. No portion of the Real Property has suffered any material damage by fire, flood or other casualty that has not heretofore been completely repaired and restored.

SECTION 3.14. Employee Benefit Matters; Labor Matters (a) Each Benefit Plan has been operated in material compliance with its terms and the requirements of all applicable Laws, including, without limitation, ERISA and the Code. Each of the Company and the Company Subsidiaries has performed all obligations required to be performed by it under, and is not in any respect in default under or in violation of, any Benefit Plan. No action, claim or proceeding is pending or, to the knowledge of the Company, threatened with respect to any Benefit Plan (other than claims for benefits in the ordinary course).

(b) Except as set forth in Section 3.14(b) of the Disclosure Schedule, each Benefit Plan that is intended to be qualified under Section 401(a) of the Code (or a similar provision under the applicable Law in a foreign jurisdiction) has received a favorable determination letter from the Internal Revenue Service (the "IRS") or other applicable Governmental Authority and each trust established in connection with any Benefit Plan which is intended to be exempt from federal income taxation under Section 501(a) of the Code has received a determination letter from the IRS or other applicable Governmental Authority that it is so exempt and, to the knowledge of the Company, nothing has occurred since the date of such letter that has or is reasonably likely to adversely affect such qualification or exemption.

(c) Neither the Company, any Company Subsidiary nor any ERISA Affiliate has, within the last six years, sponsored or made contributions to or had any obligations, whether absolute or contingent, direct or indirect, under any Benefit Plan subject to Title IV of ERISA, and the Company has not incurred, nor could it reasonably be expected to incur, any Liability under, arising out of or by

operation of Title IV of ERISA, including, without limitation, any Liability in connection with (i) the termination or reorganization of any employee benefit plan subject to Title IV of ERISA or (ii) the withdrawal from any (A) "Multiemployer Plan" (within the meaning of Section 3(37) or 4001(a)(3) of ERISA) or (B) single employer pension plan (within the meaning of Section 4001(a)(15) of ERISA) for which the Company or any Company Subsidiary could incur liability under Section 4063 or 4064 of ERISA.

(d) The execution of, and consummation of the Transactions will not (either alone or upon the occurrence of any additional or subsequent events, other than the Strategic Acquisition) (i) constitute an event under any Benefit Plan, Employee Agreement, trust or loan that will or may result in any payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any current, former or retired employee, officer, consultant, independent contractor, agent or director of the Company or a Company Subsidiary (an "Employee"); or (ii) result in the triggering or imposition of any restrictions or limitations on the right of the Company or the Purchaser to amend or terminate any Benefit Plan. No payment or benefit which will or may be made by the Company, the Purchaser or any of their respective Affiliates with respect to any Employee will be characterized as an "excess parachute payment", within the meaning of Section 280G(b)(1) of the Code.

(e) Except as set forth in Section 3.14(e) of the Disclosure Schedule, neither the Company nor any Company Subsidiary has any obligation to provide, or has any direct or indirect liability, whether contingent or otherwise, with respect to the post-termination provision of health or death benefits to any employee or former employee, except as may be required pursuant to Section 4980B of the Code (or a similar provision under the applicable Law in a foreign jurisdiction) and the costs of which are fully paid by such former employees.

(f) Neither the Company nor any Company Subsidiary is a party to any collective bargaining or other labor union contract applicable to persons employed by the Company or any Company Subsidiary and no collective bargaining agreement is being negotiated by the Company or any Company Subsidiary. To the knowledge of the Company, there is no labor dispute, strike or work stoppage against the Company or any Company Subsidiary pending or threatened in writing which may interfere with the respective business activities of the Company or any Company Subsidiary. To the knowledge of the Company, none of the Company, any Company Subsidiary, or any of their respective representatives or employees has violated any Law regarding the terms and conditions of employment of employees, former employees or prospective employees or other labor-related matters or committed any unfair labor practices in connection with the operation of the respective businesses of the Company or any Company Subsidiary, and there is no charge or complaint against the Company or any Company Subsidiary by the United States National Labor Relations Board or a similar Governmental Authority in a foreign jurisdiction or any comparable state agency pending or threatened in writing.

(g) The Company is not aware that any officer or key employee, or that any group of key employees, intends to terminate his or her employment with the Company, nor does the Company have a present intention to terminate the employment of any of the foregoing.

SECTION 3.15. Insurance.

Set forth in Section 3.15 of the Disclosure Schedule is a complete list of all policies or binders of fire, liability, workmen's compensation, vehicular, life or directors' and officers' insurance held by the Company or the Company Subsidiaries or other types of policies customary for the industry in which the businesses of the Company and the Company Subsidiaries are operated are in full force and effect, except as set forth in Section 3.15 of the Disclosure Schedule. Neither the Company nor any Company Subsidiary is in default with respect to any provision contained in any such policy or binder and neither has failed to give any notice or present any claim under such policy or binder in due and timely fashion. There are no outstanding unpaid claims under any such policy or binder. Neither the Company nor any Company Subsidiary has received a notice of cancellation or non-renewal of any such policy or binder. The Company has not received notice of any inaccuracy in any application for such policies or binders, any failure to pay premiums when due or any similar state of facts which might form the basis for termination of any such insurance.

SECTION 3.16. Taxes. (a) (i) The Company and each Company Subsidiary has timely filed or caused to be filed, or has properly filed extensions for, all income and other Tax Returns that are required to be filed and has paid or caused to be paid within the time and manner prescribed by Law all Taxes as shown on such returns and on all assessments received by it to the extent that such Taxes have become due, except any Tax the validity or amount of which is being contested in good faith by appropriate proceedings and with respect to which adequate reserves, in accordance with US GAAP (or RAS as applicable to the Russian Company Subsidiaries), have been set aside; (ii) such Tax Returns are true, correct, adequate and complete in all material respects; (iii) the Company has paid or caused to be paid, or has established reserves in accordance with US GAAP, for all Tax liabilities applicable to the Company for all fiscal years that have not been examined and reported on by the taxing authorities (or closed by applicable statutes); and (iv) no additional Tax assessment against the Company or any Company Subsidiary has been heretofore proposed by any Governmental Authority or Tax authority for which provision deemed adequate by the Company in accordance with US GAAP has not been made on such Company's or Company Subsidiary's balance sheet.

(b) With respect to all income and other Tax Returns of the Company and the Company Subsidiaries, (i) except as set forth in Section 3.16(b) of the Disclosure Schedule, no audit is pending, threatened or in progress and no extension of time is in force with respect to any date on which any Tax Return was or is to be filed and no waiver or agreement is in force for the extension of time for the assessment or payment of any Tax and (ii) there is no unassessed deficiency proposed or threatened against the Company or any of the Company Subsidiaries.

(c) The provision for Taxes of the Company as shown on the Company Balance Sheet is adequate for Taxes due and accrued as of the Company Balance Sheet date.

(d) The Company knows of no change in the rates or basis of assessment of any Tax of the Company and the Company Subsidiaries.

(e) The Company is not a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code.

(f) Except as set forth in Section 3.16(f) of the Disclosure Schedule, the Company does not conduct a trade or business, or otherwise maintain a permanent establishment, in any jurisdiction outside the United States. No Company Subsidiary that is a "controlled foreign corporation" as such term is defined in Section 957 of the Code has an investment in "United States property" as such term is defined in Section 956 of the Code.

(g) None of the Company or any Company Subsidiary has received notice from any taxing authority in a jurisdiction in which it does not file Tax Returns or pay Taxes, that such entity may be subject to Tax in such jurisdiction.

(h) Each of the Company and the Company Subsidiaries has properly withheld and paid over to the appropriate taxing authority all Taxes which they are required to withhold from amounts paid or owing to any employee, independent contractor, creditor or other third party.

(i) None of the Company or any Company Subsidiary is a party to any Tax sharing, indemnification or allocation agreement. None of the Company or any Company Subsidiary is liable for the Taxes of another party, as transferee or successor, by contract or otherwise, including pursuant to Treasury Regulation Section 1.1502-6 and any similar provision under state, local or foreign Tax laws.

SECTION 3.17. MFON; HFC

(a) The MFON is suitable for the transmission of all signals, including voice, video and data to CCTV, allowing CCTV to provide cable television, high speed data and Internet access services, as well as IP telephony (the "Services"), to all households and businesses connected to the COMCOR-TV network in the "Strategic Operating Area" and "Adjacent Area", as such terms are defined in Strategic Services Agreement. A true, correct and complete copy of the Strategic Services Agreement and all the amendments thereto as in effect as of the date hereof is attached to this Agreement as Exhibit F.

(b) COMCOR-TV is licensed to provide the Services to at least 1,500,000 customers in Moscow, the Russian Federation. The MFON has sufficient capacity to provide normal Services, as currently supplied, to COMCOR-TV's existing network of 198,000 homes passed.

(c) COMCOR-TV is in compliance with all terms and conditions of the Strategic Services Agreement and its records and billing statements related to the management of the COMCOR-TV network in connection with the Strategic Services Agreement are complete, correct and up to date.

(d) As of June 30, 2004 COMCOR-TV has contracts to provide the Services to at least 60,953 terrestrial subscribers, at least 14,093 Internet subscribers and at least 7,803 pay TV subscribers in at least 196,944 homes passed network.

(e) As of June 30, 2004 de-activated subscribers as a percent of total reported subscribers were 0.8% for terrestrial subscribers, 28.1% for cable television subscribers and 25.3% for Internet subscribers. To the knowledge of the Company, there is

no material number of subscribers intending to de-activate their Services as of a point in time in excess of the usual annual termination rate of 10% for terrestrial subscribers, 40% for cable television subscribers and 60% for Internet subscribers.

(f) COMCOR-TV's hybrid fiber coaxial (HFC) network has bandwidth capacity of between 5-65 megahertz for return channel and of between 85-862 megahertz for forward channel and can accommodate (i) both digital and analog transmission, (ii) interactive TV through the return path and (iii) high speed data traffic up to 1,024 Mb/sec.

SECTION 3.18. Products Liability. Except as set forth in Section 3.18(a) of the Disclosure Schedule, during the 5-year period preceding the date of this Agreement there has been no Action against or involving the Company or any Company Subsidiary or relating to any product designed, manufactured, assembled, shipped, sold or delivered by or on behalf of the Company or any Company Subsidiary relating to or resulting from an alleged defect in design, manufacture, assembly, materials or workmanship of any product designed, manufactured, assembled, shipped, sold or delivered by or on behalf of the Company or any Company Subsidiary or any alleged failure to warn, or any alleged breach of implied warranties or representations, and, to the knowledge of the Company, none has been threatened nor is there any valid basis for such Action.

(b) Except as set forth in Section 3.18(b) of the Disclosure Schedule, the Company has no knowledge of any Occurrences with respect to any product designed, manufactured, assembled, shipped, sold or delivered by or on behalf of the Company or any Company Subsidiary.

SECTION 3.19. Brokers. Except for Francis E. Baker, Vitaly Spassky and Aton LLC, no broker, finder or investment banker is entitled to any brokerage, finder's or other fee or commission in connection with the Transactions based upon arrangements made by or on behalf of the Company. The Company is solely responsible for the fees and expenses of Francis E. Baker, Vitaly Spassky and Aton LLC. The total fees and expenses paid or to be paid by the Company to Francis E. Baker for any finder's or other fee or commission in connection with the Transactions will not exceed $200,000 and receipt of stock appreciation rights related to 25,000 shares of Common Stock at a base price of $6.67 per share, in accordance with the terms and conditions set forth in the Consulting Agreement dated May 11, 2004, between the Company and Francis E. Baker, as amended. The total fees and expenses to be paid by the Company to Vitaly Spassky for any finders' or other fee or commission in connection with the Transactions will not exceed $25,000. The total fees and expenses paid or to be paid by the Company to Aton LLC for delivery of its opinion and for any other fee or commission in connection with the Transactions will not exceed $115,000.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

As an inducement to the Company to enter into this Agreement, the Purchaser hereby represents, warrants and covenants to the Company that the representations and warranties contained in this Article IV are true, complete and correct as of the date of this

Agreement and will be true, complete and correct as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this Article IV).

SECTION 4.01. Organization and Authority of the Purchaser. The Purchaser is a company duly organized, validly existing and in good standing under the laws of the Bahamas. The Purchaser has all necessary power and authority to enter into this Agreement, to carry out its obligations hereunder and to consummate the Transactions (including entering into the Warrant Agreement and the Registration Rights Agreement). The execution and delivery of this Agreement by the Purchaser, the performance by the Purchaser of its obligations hereunder and the consummation by the Purchaser of the Transactions (including entering into the Warrant Agreement and the Registration Rights Agreement) have been duly authorized by all requisite action on the part of the Purchaser. This Agreement has been duly executed and delivered by the Purchaser, and (assuming due authorization, execution and delivery by the Company) this Agreement constitutes a legal, valid and binding obligation of the Purchaser enforceable against the Purchaser in accordance with its terms.

SECTION 4.02. No Conflict. Assuming the making and obtaining of all filings, notifications, consents, approvals, authorizations and other actions referred to in Section 4.03 and except as may result from any facts or circumstances relating solely to the Company, the execution, delivery and performance of this Agreement by the Purchaser does not (a) conflict with or violate any Law or Governmental Order applicable to the Purchaser or (b) conflict with, or result in any breach of, constitute a default (or event which with the giving of notice or lapse of time, or both, would become a default) under, require any consent or waiver under, or give to others any rights of termination, amendment, acceleration, suspension, revocation or cancellation of, or result in the creation of any Encumbrance on any of the assets or properties of the Purchaser pursuant to, any note, bond, mortgage or indenture, contract, agreement, lease, sublease, License, permit, franchise or other instrument or arrangement to which the Purchaser is a party or by which any of such assets or properties are bound or affected.

SECTION 4.03. Governmental Consents and Approvals. The execution, delivery and performance of this Agreement by the Purchaser does not require any consent, approval, authorization or other order of, action by, filing with or notification to, any Governmental Authority, except for (i) the applicable requirements of the Exchange Act (for filing with the SEC of (a) the Proxy Statement and (b) such reports under the Exchange Act as may be required in connection with this Agreement and the Transactions), and the Securities Act (in connection with the filing of a Form D with the SEC and the Registration Rights Agreement), (ii) the approval of the Russian Antimonopoly Authority and (iii) for such other consents, waivers, approvals, authorizations, orders, actions, filings or notifications, which if not obtained or made would not be reasonably likely to affect performance by the Purchaser of its obligations hereunder or the consummation of the Transactions.

SECTION 4.04. Investment Purpose. The Purchaser is an "accredited investor" as such term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act, and is acquiring the New Securities for investment, for its own account, and not with a view to, or for sale in connection with, any distribution.

SECTION 4.05. Financing. The Purchaser has available (through cash on hand, credit arrangements or otherwise) all the funds necessary for the performance of all of its obligations under this Agreement, the Bridge Facility and the Term Loan Facility.

SECTION 4.06. Status of New Securities; Limitations on Transfer and Other Restrictions. The Purchaser hereby acknowledges and agrees with the Company that the New Securities have not been registered under the Securities Act and may not be offered or sold except pursuant to registration under, or to an exemption from, the registration requirements of the Securities Act and that the certificates evidencing the New Securities will bear a legend to that effect. The Purchaser further agrees that it has not entered and will not enter into any contractual arrangement with respect to the distribution or delivery of the New Securities or the Conversion Shares, other than (i) pursuant to a Registration Rights Agreement, (ii) pursuant to Rule 144 under the Securities Act, (iii) pursuant to any transaction that does not require registration under the Securities Act, (iv) any such arrangements with an Affiliate of the Purchaser or (v) with the prior written consent of the Company.

ARTICLE V

ADDITIONAL AGREEMENTS

SECTION 5.01. Conduct of Business by the Company Pending the Closing. During the period from the date hereof to the Closing Date the Company will and will cause each of its Subsidiaries (i) to conduct its operations in the ordinary course of business consistent with past practice and (ii) to preserve intact its current business organizations, keep available the service of its current officers and employees and preserve its relationships with customers, suppliers, distributors, lessors, creditors, vendors, contractors and others having business dealings with it with the intention that its goodwill and ongoing business shall be unimpaired at the Closing Date. The Company agrees that it shall not, directly or indirectly, and it will cause each of its Subsidiaries not to, between the date of this Agreement and the Closing Date, except as specifically contemplated by any other provision of this Agreement, unless the Purchaser shall otherwise consent in writing:

(a) take any action which would (i) be reasonably likely to result in the circumstances described in clauses (i) through (xx) of Section 3.07(a) or (ii) affect the rights of the Purchaser under the Certificate of Amendment, assuming for purposes of this clause (ii) that the Closing had occurred, it being understood that the actions permitted by, and in accordance with, Section 5.01(d) shall not be deemed to materially affect such rights of the Purchaser;

(b) take any action to cause the Company's representations and warranties set forth in Article III to be untrue;

(d) except as set forth in Section 5.01(d) of the Disclosure Schedule, from the date hereof and prior to the Closing Date (the "Blackout Period"), issue or sell any equity securities or securities exercisable or convertible into equity securities of the Company or any Company Subsidiary, other than (i) issuances of Common Stock upon the exercise of stock options outstanding as of the date

hereof, issuances of stock options in the ordinary course of business consistent with past practice pursuant to stock option plans and employee benefit schemes existing as of the date hereof and issuances of Common Stock upon exercise of such stock options and (ii) issuances of Common Stock on conversion of any Series A Preferred Stock or Convertible Debentures outstanding as of the date hereof; or

(e) acquire or subscribe for shares or securities in any company or acquire any business or invest in any joint venture, in each case other than acquisitions or subscriptions for shares or securities in connection with a Conversion Offering to the extent that the aggregate price of all such acquisitions or subscriptions by the Company and any of its Subsidiaries does not exceed $1,000,000 (without taking into account the price of any acquisition or subscription of such further shares or securities within 30 days of the relevant Conversion Offering purchased solely using the proceeds of sale of the same class of shares or securities acquired or subscribed in such Conversion Offering);

provided, however, that between the date of this Agreement and the Closing Date the Company shall be permitted to sell, lease, transfer or otherwise dispose of any sale of Conversion Offering Stock permitted under Section 5.01(e) to the extent that the aggregate sale price of all such stock sold does not exceed $1,000,000.

SECTION 5.02. Access to Information. (a) From the date of this Agreement to the Closing Date, the Company shall, and shall cause the Company Subsidiaries to: (i) provide to the Purchaser (and its officers, directors, employees, accountants, consultants, legal counsel, agents and other representatives (collectively, "Representatives")) access at reasonable times upon prior notice to the officers, employees, agents of the Company and Company Subsidiaries, to the properties, offices and other facilities of the Company and Company Subsidiaries and to the books and records thereof, including, without limitation, access to perform environmental assessments and sampling and (ii) furnish promptly such information concerning the business, properties, contracts, assets, liabilities, personnel and other aspects of the Company and the Company Subsidiaries as the Purchaser or its Representatives may reasonably request.

(b) At any time when the Company is not subject to Section 13 or 15(d) of the Exchange Act and prior to two years from the Closing Date, the Company shall, for the benefit of the holders from time to time of the New Securities, furnish at its expense, upon request, to the Purchaser information satisfying the requirements of subsection (d)(4)(i) of Rule 144A under the Securities Act.

(c) The Company agrees to make available to the Purchaser as soon as practicable after the end of each fiscal year, and in any event within the time period within which the Company is or would be required to file its annual report on Form 10-K with the SEC, an annual report (including a balance sheet and statements of income, shareholders' equity and cash flows of the Company and the Company Subsidiaries on a consolidated basis certified by independent public accountants) and, as soon as practicable after the end of each of the first three quarters of each fiscal year (beginning with the fiscal quarter ending after the Closing Date), and in any event within the time period within which the Company is or would be required to file its quarterly reports on Form 10-Q with the SEC, consolidated summary financial information of the Company and its subsidiaries for such quarter in reasonable detail in accordance with past practice.

(d) So long as after the Closing the Purchaser or any Affiliate of the Purchaser is a holder of at least 5% of Diluted Shares, the Company shall make available to the Purchaser copies of all reports or other communications (financial or other) furnished to shareholders and members of the Board, and to make available to the Purchaser (i) as soon as they are generally available, copies of any reports and financial statements furnished to or filed or required to be filed with the SEC or any securities exchange on which any class of securities of the Company is listed and (ii) such additional information concerning the business and financial condition of the Company as the Purchaser may from time to time reasonably request (such financial statements to be on a consolidated basis to the extent the accounts of the Company and the Company Subsidiaries are consolidated in reports furnished to its shareholders generally or to the SEC).

SECTION 5.03. Public Announcements. The initial press release relating to this Agreement shall be a joint press release the text of which has been agreed to by the Purchaser and the Company. Thereafter, unless otherwise required by applicable Law or the requirements of the Nasdaq or any stock exchange, neither the Purchaser nor the Company shall make, or cause to be made, any press release or public announcement in respect of this Agreement, the Warrant Agreement, the Registration Rights Agreements or the transactions contemplated hereby and thereby, without the prior consent of the other party hereto, and the parties shall cooperate as to the timing and contents of any such press release or public announcement.

SECTION 5.04. Company's Action. (a) To the extent required by any applicable Law or requirements of Nasdaq or any stock exchange, as soon as practicable after the date hereof, the Company shall prepare and file with the SEC a proxy statement in connection with the Transactions (such proxy statement, together with any amendments or supplements thereto, in the form mailed to the Company stockholders, being a "Proxy Statement"). The Proxy Statement shall not, at the date such Proxy Statement is first mailed to the Company's stockholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. All documents that the Company will file with the SEC in connection with the Transactions will comply as to form and substance in all material respects with the applicable requirements of the Exchange Act and the rules and regulations thereunder. The Company shall promptly after the date hereof take all action necessary in accordance with the Delaware General Corporation Law and the Certificate of Incorporation and By-laws to convene a stockholders meetings (the "Stockholders Meeting") to vote on the issuance of the New Securities to the Purchaser, the granting of the Warrants to the Purchaser, the Certificate of Amendment, the amendment to the 2003 Stock Option Plan of the Company and other matters related to the Transactions, which shall be held as promptly as practicable after the date hereof. The Company shall use its best efforts to solicit from stockholders of the Company proxies in favor of the matters specified in the previous sentence to be voted on at the stockholders meeting. The Company shall use its best efforts to ensure that the Proxy Statement includes the unconditional recommendation of the Board in favor of the transactions to be voted on at the stockholders meeting. The Company shall provide to the Purchaser and its Representatives drafts of any materials to be filed with the SEC or mailed to the Company's stockholders and, prior to submitting or filing such materials with the SEC, shall accept reasonable comments from the Purchaser and its Representatives.

(b) The Company shall file the Certificate of Amendment with the Secretary of State of the State of Delaware prior to the Closing Date.

SECTION 5.05. Use of Proceeds. The Company shall use the Purchase Price solely for purposes of general working capital, acquisitions and the build-out of the COMCOR-TV franchise.

SECTION 5.06. Certain Costs and Expenses

(a) The Company covenants and agrees with the Purchaser that the Company will pay or cause to be paid the following: (i) the cost of producing and filing with the SEC of this Agreement, the Warrant Agreement, the Registration Rights Agreement, the Proxy Statement, closing documents (including any compilations thereof) and any other documents in connection with the purchase, sale and delivery of the New Securities; (ii) the cost of preparing the stock certificates for the New Securities and the Warrant Certificate for the Warrants, (iii) the cost of filing the Certificate of Amendment with the Secretary of State of the State of Delaware, (iv) the costs and expenses related to the Stockholders Meeting and (v) all other costs and expenses incident to the performance of the Company's obligations hereunder which are not otherwise specifically provided for in this Section 5.06.

(b) On the Closing Date, the Company will reimburse the Purchaser for all of the reasonable costs and expenses (including legal fees) incurred by the Purchaser in connection with the preparation and negotiation of this Agreement and related agreements and the consummation of the Transactions, including, without limitation, for the fees and expenses of employing Warren Mobley, Donald Miller-Jones, Charles Roberts and Dr. Ali Mohamed Ahmed as consultants in connection with the Transactions prior to the Closing Date.

SECTION 5.07. No Shop

(a) Except as otherwise contemplated herein, in consideration for the Purchaser committing resources and incurring legal and other expenses in connection with this Agreement, the Company shall not and shall procure that no Company Subsidiary, nor shall any of the Company's or any Company Subsidiary's directors, officers, advisers, employees or agents, directly or indirectly, solicit, initiate, discuss or facilitate the consideration of any proposal, offer or approach from any Person other than the Purchaser or provide any information relating to the sale and purchase of or enter into any transaction or a series of transactions in connection with (a) the issuance, sale or transfer to any Person or grant to any Person of a right to acquire any shares of capital stock or options, warrants or similar instrument or any other security convertible or exchangeable for shares of capital stock of the Company or any Company Subsidiary (other than (i) through exercise of any options outstanding on the date hereof and other than issuance of options to the employees or directors of the Company and the Company Subsidiaries pursuant to Benefit Plans existing on the date hereof, or (ii) on conversion of Series A Preferred Stock or the Convertible Debentures), (b) an acquisition (either in an asset or stock purchase

transaction) of Core Business Assets, (c) a sale or transfer (either in an asset or stock purchase transaction) of any of the Company's Core Business Assets or (d) sale of (or an agreement to sell) the Company or any Company Subsidiary, or any merger, consolidation or combination of the Company or any Company Subsidiary with another entity ("Third Party Acquisition").

(b) The Company shall promptly (and in any event within one Business Day after becoming aware thereof) (i) notify the Purchaser in the event the Company or any Company Subsidiary or any of their respective Affiliates, officers, directors, employees and agents receives any proposal or inquiry concerning a Third Party Acquisition, including the terms and conditions thereof and the identity of the party submitting such proposal, and any request for confidential information in connection with a potential Third Party Acquisition, (ii) provide a copy of any written agreements, proposals or other materials the Company receives from any such Person or group (or its representatives) and (iii) advise the Purchaser from time to time of the status, at any time upon the Purchaser's request, and promptly following any developments concerning the same.

(c) Except as set forth in this Section 5.07(c), the Company Board shall not withdraw or modify its recommendation of the Transactions or approve or recommend, or cause or permit the Company to enter into any agreement or obligation with respect to, any Third Party Acquisition. Notwithstanding the foregoing, if the Company Board by a majority vote determines in its good faith judgment, after consultation with and based upon the advice of legal counsel, that it is required to do so in order to comply with its fiduciary duties, the Company Board may withdraw its recommendation of the Transactions or approve or recommend a Superior Proposal, but in each case only (i) after receiving a Superior Proposal and providing written notice thereof to the Purchaser ("Notice of Superior Proposal"), specifying the material terms and conditions of such Superior Proposal and identifying the Person or group making such Superior Proposal and (ii) if the Purchaser does not, within five (5) Business Days after the Purchaser's receipt of the Notice of Superior Proposal, make an offer that the Company Board by a majority vote determines in its good faith judgment (following and based, as to the financial terms, on the written advice of the financial advisor of nationally recognized reputation) to be at least as favorable to the Company's stockholders as such Superior Proposal; provided, however, that the Company shall not be entitled to enter into any agreement with respect to a Superior Proposal unless and until this Agreement is terminated pursuant to Section 8.01(d) and the Company has paid all amounts due to the Purchaser pursuant to Section 8.02(b). Any disclosure that the Company Board may be compelled to make with respect to the receipt of a proposal for a Third Party Acquisition or otherwise in order to comply with its fiduciary duties will not constitute a violation of this Agreement; provided, however, that such disclosure does not state that any action will be taken by the Company Board in violation of this Agreement.

(d) For purposes of this Agreement, a "Superior Proposal" means a bona fide proposal for a Third Party Acquisition that is (i) fully-financed, (ii) contains terms that the Company Board by a majority vote determines in its good faith judgment (following and based, as to the financial terms, on the written advice of a financial advisor of nationally recognized reputation) to be more favorable to the Company's stockholders than the Transactions, (iii) that the Company Board by a majority vote determines in its good faith judgment (following and based, as to the financial terms, on the written advice of a financial advisor of nationally recognized reputation) to be capable of being completed (taking into account all legal, financial, regulatory and other aspects of the proposal and the Person

making the proposal), (iv) that does not contain a "right of first refusal" or "right of first offer" with respect to any counter proposal that the Purchaser might make and (v) that does not contain any financing or "due diligence" condition.

SECTION 5.08. Other Registration Rights. Except for the Existing Agreements and the registration rights granted in the Stock Option Agreements, the Company will not grant or agree to grant any demand or incidental registration rights to any Person other than rights to be granted to the Purchaser pursuant to the Registration Rights Agreement.

SECTION 5.09. Takeover Statutes. The Board has taken appropriate action so that the provisions of the Business Combination Statute will not, prior to the termination of this Agreement, apply to the Purchaser or any Person who as of the date hereof is an Affiliate of the Purchaser.

SECTION 5.10. Termination of Voting Agreement. The Company shall terminate and shall use its best efforts to cause COMCOR, Oliver Grace, Jr. and Francis E. Baker to terminate the Voting Agreement date February 23, 2004 among the Company, COMCOR, Oliver Grace, Jr. and Francis E. Baker (the "Voting Agreement"), effective as of the Closing Date.

SECTION 5.11. Further Action; Consents; Filings.

(a) Upon the terms and subject to the conditions hereof, each of the parties hereto shall use its reasonable best efforts to (i) take, or cause to be taken, all appropriate action and do, or cause to be done, all things necessary, proper or advisable under applicable Law to consummate the Transactions, (ii) obtain from Governmental Authorities and any third parties, as may be necessary, any consents, Licenses, permits, waivers, approvals, authorizations, orders or estoppel certificates required to be obtained or made by the Purchaser or the Company or any of their Subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the Transactions and (iii) make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement and the Transactions that are required under any applicable Law. The parties hereto shall cooperate with each other in connection with the making of all such filings, including by providing copies of all such documents to the nonfiling party and its advisors prior to filing and, if requested, by accepting all reasonable additions, deletions or changes suggested in connection therewith.

(b) The Company shall promptly deliver to the Purchaser or an Affiliate thereof (as applicable), and in any event no later than three (3) Business Days following receipt thereof, copies of all correspondence, filings and any other submissions with any Governmental Authority, in connection with the process of renewing the CCTV Licenses.

(c) Upon request by the Purchaser, the Company shall deliver to the Purchaser or an Affiliate thereof (as applicable) within 30 days after such request a valid statement described in Treasury Regulation section 1.897-2(g)(1)(ii) and comply with the notice requirements in Treasury Regulation section 1.897-2(h).

SECTION 5.12. Agreements with Warren Mobley, Donald Miller-Jones, Charles Roberts and Dr. Ali Mohamed Ahmed

(a) Effective as of the Closing:

(i) The Company shall enter into employment agreements (the "Employment Agreements") with the following individuals effective as of the Closing: (x) Warren Mobley, as Chief Executive Officer of the Company; and (y) Donald Miller-Jones, as Chief Financial Officer of the Company. The form of each such Employment Agreement shall be attached as Exhibit D-1 and Exhibit D-2, respectively, to this Agreement.

(ii) The Company shall provide coverage for Messrs. Mobley and Miller-Jones under the Company's directors' and officers' insurance (or if the Company does not have any directors' and officers' insurance it shall obtain and maintain such insurance) and shall indemnify, defend and hold harmless to the fullest extent permitted under Law, to the extent not covered by insurance, Messrs. Mobley and Miller-Jones against all losses, claims, damages, costs, expenses (including counsel fees and expenses), settlement, payments or liabilities arising out of or in connection with any claim, demand, action, suit, proceeding or investigation based in whole or in part on or arising out of the fact that any such Person is or was an officer of director of the Company or any Company Subsidiary.

(b) Effective as of the Closing, the Company shall enter into consulting agreements (the "Consulting Agreements") with the following individuals: (i) Charles Roberts, with respect to network operations consulting services, and (ii) Dr. Ali Mohamed Ahmed, with respect to network technology consulting services. The form of each such Consulting Agreement shall be attached as Exhibit E-1 and Exhibit E-2, respectively, to this Agreement.

(c) Effective as of the Closing, the Company shall award 1,161,050 options under the 2003 Stock Option Plan of the Company, representing approximately 5% of the Company's Diluted Shares (the "Options Grant") as follows: 406,368 options to Warren Mobley, 406,367 options to Donald Miller-Jones, 232,210 options to Charles Roberts and 116,105 options to Dr. Ali Mohamed Ahmed.

SECTION 5.13. Reporting Status; Nasdaq Listing

(a) So long as the Purchaser owns any shares of Common Stock, Series B Preferred Stock or Warrants, which collectively account for at least 5% of the Diluted Shares, the Company shall timely file, or seek permissible extensions for filing, all reports required to be filed with the SEC pursuant to the Exchange Act and the Company shall not terminate its status as an issuer required to file reports under the Exchange Act even if the Exchange Act or the rules and regulations thereunder would permit such termination.

(b) So long as the Purchaser owns any shares of Common Stock, Series B Preferred Stock or Warrants, which collectively account for at least 5% of the Diluted Shares, the Company shall use reasonable efforts such that the Common Stock will be continue to be quoted on Nasdaq, or on any other principal securities exchanges and markets, if any, on which shares of Common Stock are

then listed, and shall comply in all respects with the reporting, filing and other obligations of the bylaws or rules of the National Association of Securities Dealers or such other principal securities exchange or market on which shares of Common Stock are then listed. Upon conversion in whole or in part of the Series B Preferred Stock by the Purchaser, the Company shall use its best efforts to cause the shares of Common Stock into which such shares of Series B Preferred Stock shall be converted to be approved for listing on Nasdaq.

SECTION 5.14. Corporate Governance

(a) The Company shall use its best efforts to cause the Board to appoint the Purchaser Directors and the COMCOR Director to the Board, effective as of the Closing Date. Following such appointment, the Company shall use its best efforts to support the election of the Purchaser Directors and the COMCOR Director to the Board at the next annual general meeting of stockholders of the Company. The Company shall obtain the resignations of Francis E. Baker, Louis A. Lubrano, Thomas McPartland, Sergey Mitrikov and Alexander Vladislavlev from the Board, effective as of the Closing Date; provided, however, that the Company shall or shall use its best efforts to cause the Board to appoint Francis E. Baker as an observer to the Board for a two-year period or as otherwise mutually agreed by the Parties and shall reimburse Francis E. Baker for the reasonable, documented travel-related costs and expenses that he incurs in connection with his attendance at Board meetings, subject to the discretion of the Board exercising its fiduciary and other duties and rights under applicable Law.

(b) The Company shall use its best efforts to cause the Board to appoint Andrew Intrater as the Chairman of the Board, effective as of the Closing Date.

(c) For so long as the Purchaser holds at least 10% of the outstanding shares of Common Stock, the Board shall use its best efforts (i) to appoint as Chairman of the Board a Person nominated by the Purchaser for such position and (ii) to appoint to each committee of the Board at least one Director who has been nominated to the Board by the Purchaser.

SECTION 5.15. COMCOR-TV Corporate Governance

(a) The Company shall take all necessary action to call an extraordinary meeting of the shareholders of COMCOR-TV on the Closing Date (the "COMCOR-TV Shareholder Meeting"). At the COMCOR-TV Shareholder Meeting, the Company shall take the following actions, as the direct and indirect shareholder of COMCOR-TV, all of which shall be effective as of the Closing Date, (i) to dissolve the entire Board of Directors of COMCOR-TV (the "COMCOR-TV Board"), (ii) to elect the following individuals as members of the COMCOR-TV Board: Warren Mobley, Donald Miller-Jones, Ivan Isakov, Vladimir Serdyuk and Michael Silin (the "New COMCOR-TV Board"), (iii) to appoint or to use its best efforts to cause the COMCOR-TV Board to appoint Warren Mobley as Chairman of the COMCOR-TV Board and (iv) to adopt an amended and restated charter of COMCOR-TV that shall provide, among other things, that (A) the General Director of COMCOR-TV (the "General Director") shall report to the New COMCOR-TV Board on a regular basis, (B) all line managers who report to the General Director of COMCOR-TV provide dotted line reports to the Chairman of the New COMCOR-TV Board on a regular basis, (C) all COMCOR-TV Board actions shall be taken by a simple majority vote, and (D) the New COMCOR-TV Board shall have a veto right over all significant operational decisions of COMCOR-TV.

(b) During the six month period commencing on the Closing Date, the Company shall not take any action to dissolve or otherwise remove any of the members of the New COMCOR-TV Board.

(c) The Company shall use its best efforts to integrate Warren Mobley, Donald Miller-Jones, Charles Roberts and Dr. Ali Ahmed Mohamed with the existing management team of COMCOR-TV and to maintain the functional portfolios of COMCOR-TV's existing managers.

SECTION 5.16. New Strategic Services Agreement. The Purchaser shall assist the Company in negotiating and the Company shall use its best efforts to negotiate on behalf of COMCOR-TV a new Strategic Services Agreement, replacing the Strategic Services Agreement that is in effect on the date hereof, with COMCOR that is in form and substance reasonably satisfactory to the Purchaser (the "New MFON Agreement").

SECTION 5.17. Relocation.

Promptly following the Closing, the Company shall relocate its entire operations to the premises of COMCOR-TV's headquarters in Moscow and shall minimize its presence in the United States.

ARTICLE VI

CONDITIONS

SECTION 6.01. Conditions to Each Party's Obligations to Effect the Transactions. The respective obligations of each party hereto to effect the Transactions are subject to the following conditions having been satisfied (or waived by the parties) on or prior to the Closing Date:

(a) Proxy Statement. The Proxy Statement shall have been cleared by the SEC and shall not be the subject of any stop order.

(b) Company Stockholder Approval. The issuance of the New Securities to the Purchaser, the granting of the Warrants to the Purchaser, the amendment of the Certificate of Incorporation in accordance with the Certificate of Amendment and any other matters related to the Transactions required to be approved by stockholders of the Company shall have been approved and adopted by the requisite vote of the stockholders of the Company;

(c) No Order. No Governmental Authority shall have enacted, threatened, issued, promulgated, enforced or entered any Governmental Order that is then in effect, pending or threatened and has, or would have, the effect of prohibiting, restraining, enjoining or restricting the consummation of the Transactions;

(d) Governmental Approvals. All clearances required from the Russian Antimonopoly Authority or any other merger control, competition or antitrust authority, which has jurisdiction over the Transactions shall have been obtained; neither the Russian Antimonopoly Authority nor any other relevant authority shall have intervened, or indicated that it is contemplating intervening, in a way

that would or might reasonably be expected to make the Transactions or their implementation void, unenforceable and/or illegal or directly or indirectly restrain, restrict, prohibit, delay or otherwise interfere with the implementation thereof, or impose additional conditions or obligations with respect thereto, or otherwise challenge or hinder the transactions or their implementation;

(e) Other Regulatory Approvals. All other necessary notifications and filings in respect of the Transactions shall have been made and any governmental or regulatory notices, approvals, filings or other requirements necessary to consummate the Transactions shall have been given, made, obtained or complied with, as applicable, and all consents, approvals or other authorizations required with respect to the Transactions shall have been obtained whether in the Russian Federation or elsewhere; and

(f) Term Loan Facility. The Company shall have delivered a Utilization Request (as defined in the Term Loan Facility), duly completed other than with respect to the satisfaction of paragraph 4(d) of Part I of Schedule 2 to the Term Loan Facility.

SECTION 6.02. Conditions to the Obligations of the Company to Effect the Transactions. The obligations of the Company to effect the Transactions are subject to the following conditions having been satisfied (or waived by the Company) on or prior to the Closing Date:

(a) Representations, Warranties and Covenants. The representations and warranties of the Purchaser contained in this Agreement shall have been true and correct when made and true and correct in all material respects as of the Closing Date, with the same force and effect as if made as of the Closing Date, other than such representations and warranties as are made as of another date,

which shall be true and correct as of such date, if earlier than the Closing Date (provided, however, that if any portion of any representation or warranty is already qualified by materiality, for purposes of determining whether this Section 6.02(a) has been satisfied with respect to such portion of such representation or warranty, such portion of such representation or warranty as so qualified must be true and correct in all respects), and the covenants and agreements contained in this Agreement to be complied with by the Purchaser on or before the Closing Date shall have been complied with in all material respects; and

(b) Deliveries. The Purchaser shall have delivered to the Company all the items listed in Section 2.05 (b) through (d).

SECTION 6.03. Conditions to the Purchaser's Obligations to Effect the Transactions. The obligations of the Purchaser to effect the Transactions are subject to the following conditions having been satisfied (or waived by the Purchaser) on or prior to the Closing Date:

(a) Representations, Warranties and Covenants. The representations and warranties of the Company contained in this Agreement shall have been true and correct when made and true and correct in all material respects as of the Closing Date, with the same force and effect as if made as of the Closing Date, other than such representations and warranties as are made as of another date, which shall be true and correct as of such date, if earlier than the Closing Date (provided, however, that if any portion of any representation or warranty is already qualified by materiality, for purposes of determining whether this Section 6.03(a) has been satisfied with respect to such portion of such representation or warranty, such portion of such representation or warranty as so qualified must be true and correct in all respects), and the covenants and agreements contained in this Agreement to be complied with by the Company on or before the Closing Date shall have been complied with in all material respects;

(b) Material Adverse Effect. Since the date hereof, there shall have been no events, changes or effects, individually or in the aggregate, with respect to the Company that constitutes a Material Adverse Effect on the Company;

(c) COMCOR-TV Licenses. COMCOR-TV shall have obtained from the appropriate Governmental Authority (i) renewal for its License for the provision of TV and sound programs transmission services through cable TV network (license number 12939), (ii) renewal for its License for the provision of telematic services (license number 12675), (iii) renewal its License for the provision of data transmission services (license number 12651) and (iv) a license for broadcasting over the MFON (collectively, the "CCTV Licenses").

(d) Cancellation of COMCOR-TV Preferred Shares. COMCOR-TV shall have exchanged all of the 2,121 shares of convertible preferred stock, par value RUR 10 per share, of COMCOR-TV issued to COMCOR in exchange for 220,879 shares of Common Stock of the Company.

(e) New MFON Agreement. COMCOR-TV and COMCOR shall have entered into the New MFON Agreement.

(f) Deliveries. The Company shall have delivered to the Purchaser all the items listed in Section 2.04 (c) through (o).

(g) Directors' & Officers' Insurance. The Company shall obtain and maintain in full force and effect policies of directors' and officers' insurance in form, substance and amount reasonably satisfactory to the Purchaser.

ARTICLE VII

INDEMNIFICATION

SECTION 7.01. Survival of Representations and Warranties. The representations and warranties of the Company and the Purchaser contained in this Agreement shall survive until the second anniversary of the Closing Date, except that (i) all representations and warranties contained in Section 3.02 shall survive indefinitely, (ii) all representations and warranties contained in Sections 3.10 and 3.18 shall survive until the fifth anniversary of the Closing Date and (iii) all representations and warranties of the Company as to any Tax Claim shall survive until one year after assessment of the liability to which any such Tax Claim may relate is barred by all applicable statutes of limitation (taking into account any applicable waivers or extensions). If written notice of a claim has been given prior to the

expiration of the applicable representations and warranties by the Company or the Purchaser, then the relevant representations and warranties of the other party shall survive as to such claim, until such claim has been finally resolved.

SECTION 7.02. Indemnification

(a) The Purchaser, its Affiliates and its successors and assigns and the officers, directors, employees and agents of the Purchaser, its Affiliates and its successors and assigns shall be indemnified and held harmless by the Company for any and all Liabilities, losses, damages, claims, costs and expenses, interest, awards, judgments and penalties (including, without limitation, reasonable attorneys' fees and expenses) suffered or incurred by them (including, without limitation, any Action brought or otherwise initiated by any of them) (hereinafter, a "Purchaser Loss") arising out of or resulting from:

(i) the breach of any representation or warranty made by the Company contained in this Agreement; or

(ii) the breach of any covenant or agreement by the Company contained in this Agreement.

The amounts of any indemnification pursuant to this Section 7.02(a) shall be increased by an additional amount to reflect an appropriate gross-up to compensate the Purchaser for its indirect participation as a holder of capital stock of the Company in any indemnification payment made pursuant to this Section 7.02(a).

(b) The Company, its Affiliates and its successors and assigns and the officers, directors, employees and agents of the Company, its Affiliates and its successors and assigns shall be indemnified and held harmless by the Purchaser for any and all Liabilities, losses, damages, claims, costs and expenses, interest, awards, judgments and penalties (including, without limitation, reasonable attorneys' fees and expenses) suffered or incurred by them (including, without limitation, any Action brought or otherwise initiated by any of them) (hereinafter, a "Company Loss", and each of a Company Loss and a Purchaser Loss is hereinafter referred to as a "Loss" with respect to such party) arising out of or resulting from:

(i) the breach of any representation or warranty made by the Purchaser contained in this Agreement; or

(ii) the breach of any covenant or agreement by the Purchaser contained in this Agreement.

(c) Whenever a claim shall arise for indemnification under this Article VII, the party entitled to indemnification (the "Indemnified Party") shall promptly give notice to the other party (the "Indemnifying Party") of any matter that the Indemnified Party has determined has given or could give rise to a right of indemnification under this Agreement, but in no event later than 30 days after the Indemnified Party first learns of such claim, stating the amount of the Loss, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises. The obligations and Liabilities of the Indemnifying Party under this Article VII with respect to Losses arising from claims of any third party

which are subject to the indemnification provided for in this Article VII ("Third Party Claims") shall be governed by and contingent upon the following additional terms and conditions: if an Indemnified Party shall receive notice of any Third Party Claim, the Indemnified Party shall give the Indemnifying Party notice of such Third Party Claim following receipt by the Indemnified Party of such notice in the time frame provided above; provided, however, that in the absence of actual and material prejudice to the Indemnifying Party, the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article VII and shall not relieve the Indemnifying Party from any other obligation or Liability that it may have to any Indemnified Party otherwise than under this Article VII. The Indemnifying Party shall be entitled to assume and control the defense of such Third Party Claim at its expense and through counsel of its choice if it gives notice of its intention to do so to the Indemnified Party within ten days of the receipt of such notice from the Indemnified Party; provided, however, that, if there exists or is reasonably likely to exist a conflict of interest that would prevent the same counsel from representing both the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be entitled to retain its own counsel at the expense of the Indemnifying Party. In the event the Indemnifying Party exercises the right to undertake any such defense against any such Third Party Claim as provided above, the Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party, at the Indemnifying Party's expense, all witnesses, pertinent records, materials and information in the Indemnified Party's possession or under the Indemnified Party's control relating thereto as is reasonably required by the Indemnifying Party. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, the Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, at the Indemnifying Party's expense, all such witnesses, records, materials and information in the Indemnifying Party's possession or under the Indemnifying Party's control relating thereto as is reasonably required by the Indemnified Party. No such Third Party Claim may be settled by the Indemnifying Party without the prior written consent of the Indemnified Party. No party shall be entitled to indemnification under this Section 7.02 if such party receives reasonable express written notice of a breach of any representation, warranty, covenant or agreement and such party would be entitled to terminate this Agreement pursuant to the terms hereof in respect of such breach and fails to do so.

SECTION 7.03. Limits on Indemnification. Notwithstanding anything to the contrary contained in this Agreement, (i) the maximum amount of indemnifiable Purchaser Losses that may be recovered by the Purchaser from the Company arising out of or resulting from the causes enumerated in Section 7.02 shall be an amount equal to (x) the Purchase Price plus (y) an amount equal to the aggregate Exercise Price (as such term is defined in the Warrant Agreement) paid by the Purchaser to the Company in connection with the exercise of Warrants, (ii) no claim may be made against the Company for indemnification pursuant to Section 7.02 with respect to any individual item of a Purchaser Loss, unless such item of Purchaser Loss exceeds $25,000 and (iii) no claim may be made against the Company pursuant to Section 7.02 unless the aggregate of all such Purchaser Losses shall exceed $200,000, in which case the Company shall then be required to pay or be liable for the full amount of Purchaser Losses.

ARTICLE VIII

TERMINATION

SECTION 8.01. Termination. This Agreement may be terminated and the other transactions contemplated by this Agreement may be abandoned at any time, notwithstanding any requisite approval and adoption of this Agreement and the Transactions, as follows:

(a) by mutual written consent of the Purchaser and the Company;

(b) by the Purchaser if a Material Adverse Effect shall have occurred prior to the Closing;

(d) by the Purchaser if the Company Board shall have recommended to the Company's stockholders a Superior Proposal or the Company Board shall have withdrawn or adversely modified its approval or recommendation of the Transactions;

(e) by the Purchaser or the Company, if all the conditions set forth in Article VI have been satisfied or waived by the appropriate Party, and the Purchaser does not fund the Purchase Price within ten (10) Business Days of such satisfaction or waiver;

(f) by the Purchaser in the event that the condition set forth in Section 6.03(e) has not been satisfied or waived by the Purchaser;

(g) by the Company on March 31, 2005, if a New MFON Agreement has not been approved by at least a majority of three-fourths (3/4) of the members of the Board (rounded to the nearest whole number if three-fourths (3/4) of the members of the Board results in a whole number plus a fraction); and

(h) by either the Purchaser or the Company in the event that any Governmental Authority shall have issued an order, decree or ruling or taken any other action restraining, enjoining or otherwise prohibiting the consummation of the Transactions and such order, decree, ruling or other action shall have become final and nonappealable.

SECTION 8.02. Effect of Termination

(a) In the event of termination of this Agreement pursuant to Section 8.01, this Agreement shall forthwith become void, there shall be no liability under this Agreement on the part of the Purchaser or the Company or any of their respective officers or directors, and all rights and obligations of each party hereto shall cease; provided, however, that nothing herein shall relieve any party from liability for the breach of any of its representations, warranties, covenants or agreements set forth in this Agreement; provided, further, that Sections 5.03, 5.06, 8.02, 9.02, 9.09 and 9.10 shall survive the termination of this Agreement.

(b) The Purchaser and the Company agree that if this Agreement is terminated by the Purchaser pursuant to Section 8.01(d), the Purchaser would suffer direct and substantial damages, which damages cannot be determined with reasonable certainty. To compensate the Purchaser for such damages, the Company shall pay to the Purchaser the amount of $1.5 million immediately upon the

termination of this Agreement by the Purchaser pursuant to Section 8.01(d). The Company hereby waives any right to set-off or counterclaim against such amount.

(c) If the Purchaser terminates this Agreement pursuant to Section 8.01(e), the Purchaser shall pay to the Company (i) up to $200,000 for documented out-of-pocket costs and expenses, including, without limitation, fees and disbursements of counsel, financial advisors and accountants, incurred by the Company in connection with this Agreement and the Transactions, upon delivery by the Company to the Purchaser of receipts and/or invoices for such actual costs and expenses and (ii) $550,000, immediately upon the termination of this Agreement by the Purchaser pursuant to Section 8.01(e) (collectively (i) and (ii), the "Termination Fee"). If the Purchaser does not pay the relevant portion of the Termination Fee within ten (10) Business Days from the date that such portion of the fee becomes due and payable, the Company may set-off the Termination Fee against any amount due and payable by the Company to the Lender under the Bridge Facility.

ARTICLE IX

GENERAL PROVISIONS

SECTION 9.01. Amendment and Waiver. No amendment of any provision of this Agreement shall be valid unless the same shall be in writing and signed by the parties. Either party to this Agreement may (i) extend the time for the performance of any of the obligations or other acts of the other party, (ii) waive any inaccuracies in the representations and warranties of the other party contained herein or in any document delivered by the other party pursuant hereto or (iii) waive compliance with any of the agreements or conditions of the other party contained herein. Any such extension or waiver shall be valid only if set forth in an instrument in writing signed by the party to be bound thereby. Any waiver of any term or condition shall not be construed as a waiver of any subsequent breach or a subsequent waiver of the same term or condition, or a waiver of any other term or condition, of this Agreement. The failure of any party to assert any of its rights hereunder shall not constitute a waiver of any of such rights.

SECTION 9.02. Expenses. Except as otherwise specified in this Agreement, all costs and expenses, including, without limitation, fees and disbursements of counsel, financial advisors and accountants, incurred in connection with this Agreement and the Transactions shall be paid by the party incurring such costs and expenses, whether or not the Closing shall have occurred.

SECTION 9.03. Notices. All notices and other communications hereunder shall be in writing and shall be deemed duly given (i) on the date of delivery if delivered personally, (ii) on the date of confirmation of receipt (or, the first business day following such receipt if the date is not a business day or the receipt is after 5 p.m.) of transmission by facsimile, or (iii) on the date of confirmation of receipt (or, the first business day following such receipt if the date is not a business day or the receipt is after 5 p.m.) if delivered by courier. Subject to the foregoing, all notices hereunder shall be delivered as set forth below, or pursuant to such other instructions as may be designated in writing by the party to receive such notice:

(a) If to the Company:

                        Moscow CableCom Corp.
                        405 Park Avenue
                        Suite 1203
                        New York, NY 10022
                        Facsimile: +1-212-888-5620
                        Attention: Oliver Grace, Jr.

with a courtesy copy (which shall not constitute notice to the Company) to:

                        Oliver R. Grace, Jr.
                        55 Brookville Road
                        Glen Head, NY 11545
                        Facsimile: +1-516-626-1204

(b) If to the Purchaser:

                        Columbus Nova Investments VIII Ltd.
                        590 Madison Avenue
                        38th Floor
                        New York, NY 10022
                        United States
                        Attention: Ivan Isakov
                        Facsimile: +1-212-308-6623

with a courtesy copy (which shall not constitute notice to the Purchaser) to:

                        Skadden, Arps, Slate, Meagher & Flom LLP
                        An der Welle 5
                        60322 Frankfurt am Main
                        Germany
                        Facsimile: +49-69-74220300
                        Attention: Hilary Foulkes

SECTION 9.04. Headings. The descriptive headings contained in this Agreement are for convenience of reference only and shall not affect in any way the meaning or interpretation of this Agreement.

SECTION 9.05. Severability. If any provision of this Agreement is invalid, illegal or incapable of being enforced by any Law or public policy, all other provisions of this Agreement shall nevertheless remain in full force and effect and the application of such provision to other Persons or circumstances will be interpreted so as reasonably to effect the intent of the parties hereto so long as the economic or legal substance of the Transactions is not affected in any manner materially adverse to any party. Upon such

determination that any provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner in order that the Transactions are consummated as originally contemplated to the greatest extent possible.

SECTION 9.06. Entire Agreement. This Agreement, the Warrant Agreement and the Registration Rights Agreement constitute the entire agreement of the parties hereto with respect to the subject matter hereof and thereof and supersede all prior agreements and undertakings, both written and oral, among the Company and the Purchaser with respect to the subject matter hereof and thereof.

SECTION 9.07. Assignment. This Agreement may not be assigned by the Purchaser without the express written consent of the Company, except that the Purchaser may assign this Agreement to an Affiliate of the Purchaser without the consent of the Company. This Agreement may not be assigned by the Company.

SECTION 9.08. No Third Party Beneficiaries. Except for the provisions of Article VII relating to Indemnified Parties and Section 5.12 with respect to the Employment Agreements, Consulting Agreements and the Option Grant, this Agreement shall be binding upon and inure solely to the benefit of the parties hereto and their respective successors and assigns, and nothing herein, express or implied, is intended to or shall confer upon any other Person any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement. No purchaser of any of the New Securities from the Purchaser shall be deemed a successor or assign with respect to this Agreement by reason merely of such purchase.

SECTION 9.09. Governing Law

(a) This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, without giving effect to any choice or conflict of Law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the Laws of any jurisdiction other than the State of New York.

(b) Each of the parties hereby irrevocably and unconditionally submits, for itself and its property, to the jurisdiction of the Supreme Court of the State of New York sitting in New York County and of the United States District Court for the Southern District of New York, and any appellate court from any thereof, in respect of actions brought against it as a defendant, in any action, suit or proceeding arising out of or relating to this Agreement or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action, suit or proceeding may be heard and determined in such courts. Each of the parties hereto agrees that a final judgment in any such action, suit or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law.

(c) Each of the parties irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any action, suit or proceeding arising out of or relating to this

Agreement in any court referred to in Section 9.09(b). Each of the parties hereby irrevocably waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such action, suit proceeding in any such court.

SECTION 9.10. Counterparts. This Agreement may be executed and delivered (including by facsimile transmission) in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement.

SECTION 9.11. Specific Performance. The parties agree that irreparable harm would occur in the event that any of the agreements and provisions of this Agreement were not performed fully by the parties in accordance with their specific terms or conditions or were otherwise breached, and that money damages are an inadequate remedy for breach of this Agreement because of the difficulty of ascertaining and quantifying the amount of damage that would be suffered by the parties in the event that this Agreement were not performed in accordance with its terms or conditions or were otherwise breached. It is accordingly hereby agreed that the parties shall be entitled to an injunction or injunctions to restrain, enjoin and prevent breaches of this Agreement by the other party and to enforce specifically such terms and conditions of this Agreement, such remedy being in addition to and not in lieu of any other rights and remedies to which the other party is entitled to at law or in equity.

SECTION 9.12. Interpretation. References in this Agreement to articles, sections, paragraphs, clauses, schedules, annexes and exhibits are to articles, sections, paragraphs, clauses, schedules, annexes and exhibits in or to this Agreement unless otherwise indicated. Whenever the context may require, any pronoun includes the corresponding masculine, feminine and neuter forms. Any term defined by reference to any agreement, instrument or document has the meaning assigned to it whether or not such agreement, instrument or document is in effect. Any reference to any federal, state, local or foreign statute or Law shall be deemed also to refer to all rules and regulations promulgated thereunder, unless the context requires otherwise. The words "include", "includes" and "including" are deemed to be followed by the phrase "without limitation". Unless the context otherwise requires, any agreement, instrument or other document defined or referred to herein refers to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified from time to time. Unless the context otherwise requires, references herein to any Person include its successors and assigns.

SECTION 9.13. Construction. The parties have participated jointly in the negotiation and drafting of this Agreement. In the event that an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement.

IN WITNESS WHEREOF, the Company and the Purchaser have caused this Agreement to be executed as of the date first written above by their respective officers thereunto duly authorized.

                                                                                MOSCOW CABLECOM CORP.

                                                                                By:    /s/ Oliver R. Grace
                                                                                         Name: Oliver R. Grace
                                                                                       Title: Chairman, President and CEO

                                                                                COLUMBUS NOVA INVESTMENTS VIII LTD.

                                                                                 By:    /s/ Andrew Intrater
                                                                                          Name: Andrew Intrater
                                                                                          Title: Managing Partner

ATTACHMENT I

FORM OF CERTIFICATE OF AMENDMENT TO
THE CERTIFICATE OF INCORPORATION OF MOSCOW CABLECOM CORP.

ATTACHMENT II

FORM OF AMENDED AND RESTATED BY-LAWS
OF MOSCOW CABLECOM CORP.

iiv

EX-99 9 votingagreementex8.htm NEW VOTING AGREEMENT VOTING AGREEMENT

Exhibit 8

VOTING AGREEMENT

between

MOSKOVSKAYA TELECOMMUNIKATIONNAYA CORPORATSIYA

and

COLUMBUS NOVA INVESTMENTS VIII LTD.

Dated August 26, 2004

TABLE OF CONTENTS

Page

1. Certain Definitions....................................................................................................................................................................1

2. Transfer of Shares....................................................................................................................................................................2

3. Agreement to Vote the Voting Shares.......................................................................................................................................3

4. Irrevocable Proxy....................................................................................................................................................................4

5. Representations and Warranties of the Stockholder..................................................................................................................4

6. Representations and Warranties of CNI...................................................................................................................................4

7. Legending of Shares................................................................................................................................................................5

8. Consent and Waiver................................................................................................................................................................5

9. Disclosure...............................................................................................................................................................................5

10. Miscellaneous.........................................................................................................................................................................5

VOTING AGREEMENT

This VOTING AGREEMENT (this "Agreement") is made and entered into as of August 26, 2004, by and between Columbus Nova Investments VIII Ltd., a Bahamas company ("CNI"), and the undersigned stockholder and/or option holder (the "Stockholder") of Moscow CableCom Corp., a Delaware corporation (the "Company"). Capitalized terms used and not otherwise defined herein shall have the respective meanings assigned to them in the Subscription Agreement (as defined below).

WHEREAS, as of the date hereof, the Stockholder is the beneficial owner (as defined in Rule 13d-3 under the Exchange Act) of such number of shares of the outstanding capital stock of the Company, and such number of shares of capital stock of the Company issuable upon the exercise of outstanding options, as is indicated in columns 2, 3 and 7 of Schedule A hereto;

WHEREAS, concurrently with the execution of this Agreement, the Company, and CNI are entering into a Series B Convertible Preferred Stock Subscription Agreement, dated as of the date hereof (the "Subscription Agreement"), pursuant to which, upon the terms and subject to the conditions thereof, CNI will acquire 4,500,000 shares of Series B Convertible Preferred Stock of the Company, par value $.01 per share (the "Series B Preferred Stock"), that are currently convertible into 4,500,000 shares of Common Stock, par value $.01 per share of the Company (the "Common Stock");

WHEREAS, at the Closing of the transactions contemplated in the Subscription Agreement, the Company and CNI will enter into a Series B Convertible Preferred Stock Warrant Agreement (the "Warrant Agreement") pursuant to which CNI will acquire warrants that are currently exercisable for 8,283,000 shares of Series B Preferred Stock; and

WHEREAS, as an inducement and a condition to entering into the Subscription Agreement and the Warrant Agreement by CNI, the Stockholder has agreed to vote the Voting Shares (as defined below), so as to facilitate consummation of the transactions contemplated in the Subscription Agreement (the "Transactions");

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements contained herein, and intending to be legally bound hereby, the parties hereto hereby agree as follows:

1. Certain Definitions.

For all purposes of and under this Agreement, the following terms shall have the following respective meanings:

(a) "Beneficially Own" or "Beneficial Ownership" means, with respect to securities, having "beneficial ownership" of such securities as determined pursuant to Rule 13d-3 under the Exchange Act.

(b) "Convertible Debentures" means the 10½% Convertible Subordinated Debentures due 2007 of the Company.

(c) "Exchange Act" means the Securities Exchange Act of 1934, as amended, or any successor statute thereto, and the rules and regulations of the U.S. Securities and Exchange Commission promulgated from time to time thereunder, all as the same shall be in effect at the time.

(d) "Expiration Time" means the earliest to occur of (i) valid termination of the Subscription Agreement pursuant to its terms, (ii) consummation of the Transactions, (iii) February 28, 2005 or (iv) the written agreement of the parties hereto to terminate this Agreement.

(e) "Series A Preferred Stock" means the Series A Cumulative Convertible Preferred Stock, par value $.01 per share, of the Company.

(f) "Shares" means: (i) the Voting Shares, (ii) all other securities of the Company (including all options and other rights to acquire shares of Company Common Stock) owned by the Stockholder as of the date of this Agreement and such other shares of capital stock of the Company over which the Stockholder has voting power as indicated on Schedule A, and (iii) all additional securities of the Company (including all additional shares of Common Stock and all additional options and other rights to acquire shares of Common Stock) of which the Stockholder acquires beneficial ownership during the period commencing with the execution and delivery of this Agreement until the Expiration Time.

(g) "Securities Act" means the Securities Act of 1933, as amended, or any successor statute thereto, and the rules and regulations of the U.S. Securities Exchange and Commission promulgated from time to time thereunder, all as the same shall be in effect at the time.

(h) "Transfer" means, with respect to a security, whether directly or indirectly (i) to sell, pledge, encumber, grant an option with respect to, transfer or otherwise dispose of such security or any interest therein (including any voting interest), or (ii) to enter into an agreement or commitment providing for the sale of, pledge of, encumbrance of, grant of an option with respect to, transfer of or disposition of such security or any interest therein.

(i) "Voting Shares" means issued and outstanding shares of Common Stock and Series A Preferred Stock owned of record and Beneficially Owned by the Stockholder as of the date hereof (that are set out in columns 2, 3, 4 and 5 of Schedule A hereto) and acquired at any time prior to the Expiration Time.

2. Transfer of Shares.

(a) No Transfer of Shares. The Stockholder hereby agrees that, at all times during the period commencing with the execution and delivery of this Agreement until the Expiration Time, the Stockholder shall not cause or permit any Transfer of any of the Shares to be effected, or discuss, negotiate or make any offer regarding any Transfer of any of the Shares without the prior written consent of CNI other than the issuance of Common Stock to the Stockholder by the Company in connection with the exercise by the Stockholder of options to purchase Common Stock. Notwithstanding the foregoing, the Stockholder may Transfer Shares to a member of the Stockholder's immediate family or to a trust or other entity created by the Stockholder for tax or estate planning purposes, provided, that any such transferee agrees to assume the obligations of the Stockholder hereunder with respect to any Shares so transferred.

(b) No Transfer of Voting Rights. The Stockholder hereby agrees that, at all times commencing with the execution and delivery of this Agreement until the Expiration Time, the Stockholder shall not deposit, or permit the deposit of, any Voting Shares in a voting trust, grant any proxy in respect of the Voting Shares, or enter into any voting agreement or similar arrangement or commitment with respect to any of the Voting Shares (other than, in each case, this Agreement and the Proxy (as defined in Section 4)).

3. Agreement to Vote the Voting Shares.

Until the Expiration Time, at every meeting of stockholders of the Company called with respect to any of the following, and at every adjournment or postponement thereof, and on every action or approval by written consent of stockholders of the Company with respect to any of the following, the Stockholder shall vote, to the extent not voted by the person(s) appointed under the Proxy, the Voting Shares:

(a) in favor of the issuance of the shares of Series B Preferred Stock to CNI in accordance with the terms and conditions of the Subscription Agreement, and in favor of each of the other actions contemplated by the Subscription Agreement and the Proxy and any action required in furtherance thereof;

(b) in favor of the issuance of the shares of Series B Preferred Stock to CNI upon the exercise of the Warrants to be granted to CNI in accordance with the terms and conditions of the Warrant Agreement, and in favor of each of the other actions contemplated by the Warrant Agreement and the Proxy and any action required in furtherance thereof;

(c) in favor of the approval of the Certificate of Amendment of the Certificate of Incorporation of the Company, including, without limitation, for purposes of increasing the number of authorized Common Stock and providing for the designation of the Series B Preferred Stock;

(d) in favor of any matter that could reasonably be expected to facilitate the Transactions, including, but not limited to (i) waiving any notice that may be required relating to the issuance of the Series B Preferred Stock to CNI and (ii) nominating or electing the Purchaser Directors to the Board of Directors of the Company;

(e) in favor of an amendment to the 2003 Stock Option Plan of the Company;

(f) against approval of any proposal made in opposition to, or in competition with, consummation of the Transactions; and

(g) against any other action that is intended, or could reasonably be expected, to impede, interfere with, delay, postpone, discourage or adversely affect the Transactions.

Prior to the Expiration Time, the Stockholder shall not enter into any agreement or understanding with any person to vote or give instructions in any manner inconsistent with the terms of this Section 3.

4. Irrevocable Proxy.

Concurrently with the execution of this Agreement, the Stockholder agrees to deliver and delivers to CNI a proxy in the form attached hereto as Exhibit A (the "Proxy"), which shall be coupled with an interest and, until the Expiration Time, be irrevocable to the fullest extent permitted by applicable law, with respect to any Voting Shares.

5. Representations and Warranties of the Stockholder.

The Stockholder hereby represents and warrants to CNI that, as of the date hereof and at all times until the Expiration Time:

(a) the Stockholder is (and will be, except with respect to any Shares that are Transferred in compliance with Section 2(a)) the Beneficial Owner of the Shares;

(b) the Voting Shares are, and the Shares will be, unless Transferred in compliance with Section 2(a), free and clear of any Encumbrances of any kind or nature;

(c) the Stockholder does not and will not beneficially own any securities of the Company or rights to acquire any securities of the Company other than the Shares;

(d) the Stockholder has and will have, with respect to all of the Shares, the legal capacity and all requisite power and authority to make, enter into and (except with respect to any Shares that are Transferred in compliance with Section 2(a)) perform the terms of this Agreement and the Proxy;

(e) this Agreement has been duly and validly executed and delivered by the Stockholder and constitutes a valid and binding obligation of the Stockholder, enforceable against the Stockholder in accordance with its terms, except as enforceability may be limited by bankruptcy and other similar laws affecting the rights of creditors generally and general principles of equity;

(f) the execution and delivery of this Agreement by the Stockholder do not, and the consummation of the transactions contemplated hereby will not, conflict with or violate any Governmental Order or permit applicable to the Stockholder or result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a material default) under, or materially impair the Stockholder's rights or alter the rights or obligations of any third party under, any contract, agreement or other arrangement applicable to the Shares; and

(g) except as expressly contemplated hereby, or set out on Schedule A hereto the Stockholder is not a party to, and the Shares are not subject to or bound in any manner by, any contract or agreement relating to the Shares, including without limitation, any voting agreement, option agreement, purchase agreement, stockholders' agreement, partnership agreement or voting trust.

6. Representations and Warranties of CNI.

CNI hereby represents and warrants to the Stockholder that, as of the date hereof and at all times until the Expiration Time:

(a) CNI has the legal capacity and all requisite power and authority to make, enter into and perform the terms of this Agreement and the Proxy;

(b) this Agreement has been duly and validly executed and delivered by CNI and constitutes the valid and binding obligation of CNI, enforceable against CNI in accordance with its terms, except as enforceability may be limited by bankruptcy and other similar laws affecting the rights of creditors generally and general principles of equity; and

(c) the execution and delivery of this Agreement by CNI do not, and the consummation of the transactions contemplated hereby will not, conflict with or violate any material Governmental Order or permit applicable to CNI, except where such conflicts, violations, breaches or defaults would not, individually or in the aggregate, materially impair the ability of CNI to perform its obligations hereunder.

7. Legending of Shares.

If so requested by CNI, the Stockholder hereby agrees that the Shares shall bear a legend stating that they are subject to this Agreement and to an irrevocable proxy. The Stockholder hereby agrees that the Stockholder shall not Transfer the Shares without first having the aforementioned legend affixed to the certificates representing the Shares.

8. Consent and Waiver.

The Stockholder (not in his or her capacity as a director or officer of the Company) agrees to give any consent or waiver that is reasonably required under the terms of any agreement to which the Stockholder is a party which consent or waiver is required solely because of the consummation of the Transactions.

9. Disclosure.

The Stockholder hereby agrees to permit the Company to publish and disclose in the Proxy Statement (including all documents and schedules filed with the Securities and Exchange Commission) and for the Company and CNI to publish and disclose in any press release or other disclosure document that either the Company or CNI determines to be necessary or desirable in connection with the Transactions the existence and terms of this Agreement.

10. Miscellaneous.

(a) Amendments and Waivers. No amendment of any provision of this Agreement shall be valid unless the same shall be in writing and signed by the parties. Either party to this Agreement may (i) extend the time for the performance of any of the obligations or other acts of the other party, (ii) waive any inaccuracies in the representations and warranties of the other party contained herein or in any document delivered by the other party pursuant hereto or (iii) waive compliance with any of the agreements or conditions of the other party contained herein. Any such extension or waiver shall be valid only if set forth in an instrument in writing signed by the party to be bound thereby. Any waiver of any term or condition shall not be construed as a waiver of any subsequent breach or a subsequent waiver of the same term or condition, or a waiver of any other term or condition, of this Agreement. The failure of any party to assert any of its rights hereunder shall not constitute a waiver of any of such rights.

(b) Notices. All notices and other communications hereunder shall be in writing and shall be deemed duly given (i) on the date of delivery if delivered personally, (ii) on the date of confirmation of receipt (or, the first business day following such receipt if the date is not a business day or the receipt is after 5 p.m.) of transmission by facsimile, or (iii) on the date of confirmation of receipt (or, the first business day following such receipt if the date is not a business day or the receipt is after 5 p.m.) if delivered by courier. Subject to the foregoing, all notices hereunder shall be delivered as set forth below, or pursuant to such other instructions as may be designated in writing by the party to receive such notice:

(i) if to CNI, to:

Columbus Nova Investments VIII Ltd.
590 Madison Avenue
38th Floor
New York, NY 10022
United States
Attention: Ivan Isakov
Facsimile: +1-212-308-6623

with a courtesy copy (which shall not constitute notice to CNI) to:

Skadden, Arps, Slate, Meagher and Flom LLP
An der Welle 5
60322 Frankfurt am Main
Germany
Attention: Hilary Foulkes
Facsimile No.: +49-69-74220300

(ii) if to the Stockholder, to the address set forth on the signature page of this Agreement, with a copy (which shall not constitute notice to the Stockholder) to:

Moskovskaya Telecommunikationnaya Corporatsiya
Neglinnaya Street, 17/2
Moscow 127051
Russia
Attention:
Facsimile: +7-095-250-7455

(c) Headings. The descriptive headings contained in this Agreement are for convenience of reference only and shall not affect in any way the meaning or interpretation of this Agreement.

(d) Interpretation. References in this Agreement to sections, paragraphs, clauses, schedules and exhibits are to sections, paragraphs, clauses, schedules and exhibits in or to this Agreement unless otherwise indicated. Whenever the context may require, any pronoun includes the corresponding masculine, feminine and neuter forms. Any term defined by reference to any agreement, instrument or document has the meaning assigned to it whether or not such agreement, instrument or document is in effect. Any reference to any federal, state, local or foreign statute or law shall be deemed also to refer to all rules and regulations promulgated thereunder, unless the context requires otherwise. The words "include", "includes" and "including" are deemed to be followed by the phrase "without limitation". Unless the context otherwise requires, any agreement, instrument or other document defined or referred to herein refers to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified from time to time. Unless the context otherwise requires, references herein to any Person include its successors and assigns.

(e) Counterparts. This Agreement may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.

(f) Entire Agreement. This Agreement and the Proxy constitute the entire agreement of the parties hereto with respect to the subject matter hereof and thereof and supersede all prior agreements and undertakings, both written and oral, among the parties with respect to the subject matter hereof and thereof.

(g) Severability. If any provision of this Agreement is invalid, illegal or incapable of being enforced by any law or public policy, all other provisions of this Agreement shall nevertheless remain in full force and effect and the application of such provision to other Persons or circumstances will be interpreted so as reasonably to effect the intent of the parties hereto so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party. Upon such determination that any provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby are consummated as originally contemplated to the greatest extent possible.

(h) Specific Performance. The parties agree that irreparable harm would occur in the event that any of the agreements and provisions of this Agreement were not performed fully by the parties in accordance with their specific terms or conditions or were otherwise breached, and that money damages are an inadequate remedy for breach of this Agreement because of the difficulty of ascertaining and quantifying the amount of damage that would be suffered by the parties in the event that this Agreement were not performed in accordance with its terms or conditions or were otherwise breached. It is accordingly hereby agreed that the parties shall be entitled to an injunction or injunctions to restrain, enjoin and prevent breaches of this Agreement by the other party and to enforce specifically such terms and conditions of this Agreement, such remedy being in addition to and not in lieu of any other rights and remedies to which the other Party is entitled to at law or in equity.

(i) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the Laws of any jurisdiction other than the State of Delaware.

(j) Rules of Construction.

(i) Construction. The parties have participated jointly in the negotiation and drafting of this Agreement. In the event that an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement.

(ii) Adequate Counsel. Each of the parties hereby represents and warrants that it and its legal counsel have adequate information regarding the terms of this Agreement, the scope and effect of the transactions contemplated hereby and all other matters encompassed by this Agreement to make an informed and knowledgeable decision with regard to entering into this Agreement.

(k) Binding Effect; Assignment. The Stockholder may not assign either this Agreement or any of the rights, interests, or obligations hereunder without the prior written approval of CNI. Any purported assignment in violation of this Section 10(k) shall be void. Subject to the preceding sentence, this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns.

(l) Waiver of Jury Trial. EACH OF CNI AND THE STOCKHOLDER HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE ACTIONS OF CNI OR THE STOCKHOLDER IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOF.

[SIGNATURE ON THE FOLLOWING PAGE]

IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be signed individually or by its respective duly authorized officer as of the date first written above.

COLUMBUS NOVA INVESTMENTS VIII LTD.

By: ________________________

Name:

Title:

MOSKOVSKAYA TELECOMMUNIKATIONNAYA CORPORATSIYA

By: ________________________

Name:

Title:

Schedule A

Stockholder Beneficial Ownership of Shares

1	2	3	4	5	6	7	8	9
Name of Stockholder	Number of Shares of Common Stock Owned	Number of Other Shares of Common Stock Over which Stockholder Has Voting Power	Number of Shares of Series A Preferred Stock Owned	Number of Other Shares of Series A Preferred Stock Over which Stockholder Has Voting Power	Number of Shares of Common Stock Owned Upon Conversion of Series A Preferred Stock	Number of Shares of Common Stock Owned Upon Exercise of Options	Amount of Convertible Debentures Owned	Number of Shares of Common Stock Owned Upon Conversion of Convertible Debentures
Moskovskaya Telecommunikationnaya Corporatsiya	4,220,879	0	0	0	0	0	0	0

Exhibit A

IRREVOCABLE PROXY

The undersigned Stockholder of Moscow CableCom Corp., a Delaware corporation (the "Company"), hereby irrevocably (to the fullest extent permitted by law) appoints the executive officers and members of the Board of Directors of Columbus Nova Investments VIII Ltd., a Bahamas corporation ("CNI"), and each of them initially, as the sole and exclusive attorneys and proxies of the undersigned, with full power of substitution and resubstitution, to vote and exercise all voting and related rights (to the fullest extent that the undersigned is entitled to do so) with respect to all of the Voting Shares, as defined in the Voting Agreement of even date herewith by and between CNI and the undersigned Stockholder (the "Voting Agreement") in accordance with the terms of this Proxy. Capitalized terms used and not otherwise defined herein shall have the respective meanings assigned to them in the Voting Agreement.

The Voting Shares beneficially owned by the undersigned Stockholder of the Company as of the date of this Proxy are listed on the final page of this Proxy. Upon the undersigned's execution of this Proxy, any and all prior proxies given by the undersigned with respect to any Voting Shares are hereby revoked and the undersigned agrees not to grant any subsequent proxies with respect to the Voting Shares until after the Expiration Time.

Until the Expiration Time, this Proxy is irrevocable (to the fullest extent permitted by law), is coupled with an interest, is granted pursuant to the Voting Agreement, and is granted in consideration of CNI entering into the Subscription Agreement and the Warrant Agreement. The Subscription Agreement provides for CNI acquiring 4,500,000 shares of Series B Preferred Stock of the Company that are currently convertible into 4,500,000 shares of Common Stock of the Company. The Warrant Agreement will provide for CNI acquiring warrants that are currently exercisable for 8,283,000 shares of Series B Preferred Stock.

The attorneys and proxies named above, and each of them, are hereby authorized and empowered by the undersigned, at any time prior to the Expiration Time, to act as the undersigned's attorney and proxy to vote the Voting Shares, and to exercise all voting, consent and similar rights of the undersigned with respect to the Voting Shares (including, without limitation, the power to execute and deliver written consents) at every annual, special, adjourned or postponed meeting of stockholders of the Company and in every written consent in lieu of such meeting:

(a) in favor of the issuance of the shares of Series B Preferred Stock to CNI in accordance with the terms and conditions of the Subscription Agreement, and in favor of each of the other actions contemplated by the Subscription Agreement and this Proxy and any action required in furtherance thereof;

(b) in favor of the issuance of the shares of Series B Preferred Stock to CNI upon the exercise of the Warrants to be granted to CNI in accordance with the terms and conditions of the Warrant Agreement, and in favor of each of the other actions contemplated by the Warrant Agreement and this Proxy and any action required in furtherance thereof;

(e) in favor of an amendment to the 2003 Stock Option Plan of the Company;

(f) against approval of any proposal made in opposition to, or in competition with, consummation of the Transactions; and

(g) against any other action that is intended, or could reasonably be expected, to impede, interfere with, delay, postpone, discourage or adversely affect the Transactions.

The attorneys and proxies named above may not exercise this Proxy on any other matter except as provided above.

Any obligation of the undersigned hereunder shall be binding upon the successors and assigns of the undersigned.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

This Proxy is irrevocable (to the fullest extent permitted by law) until the Expiration Time and shall terminate, and be of no further force and effect, automatically upon the Expiration Time.

Dated: August 26, 2004

Signature of Stockholder: -------------------------------

Print Name of Stockholder: -------------------------------

Shares Beneficially Owned:

4,220,879 shares of Company Common Stock

__0______ shares of Series A Cumulative Convertible Preferred Stock Owned

[SIGNATURE PAGE TO IRREVOCABLE PROXY]

EX-99 10 shareholdersagreementex9.htm SHAREHOLDERS AGREEMENT SHAREHOLDERS AGREEMENT

Exhibit 9

SHAREHOLDERS AGREEMENT

between

MOSKOVSKAYA TELECOMMUNIKATSIONNAYA CORPORATSIYA

and

COLUMBUS NOVA INVESTMENTS VIII LTD.

Dated August 26, 2004

TABLE OF CONTENTS

1. Certain Definitions..............................................................................................................................................2

2. Election of Directors...........................................................................................................................................6

3. Committee Membership......................................................................................................................................8

4. Resignations and Replacements...........................................................................................................................8

5. Transfer of Shares..............................................................................................................................................9

6. Additional Agreements......................................................................................................................................14

7. Regulatory Filings..............................................................................................................................................16

8. Manner of Voting..............................................................................................................................................16

9. Specific Performance........................................................................................................................................16

10. Notices.............................................................................................................................................................17

11. Amendments and Waivers.................................................................................................................................17

12. Severability.......................................................................................................................................................18

13. Counterparts....................................................................................................................................................18

14. Headings..........................................................................................................................................................18

15. Governing Law and Language..........................................................................................................................18

16. Arbitration.......................................................................................................................................................18

17. Termination of this Agreement..........................................................................................................................19

18. Rules of Construction.......................................................................................................................................19

SHAREHOLDERS AGREEMENT

This SHAREHOLDERS AGREEMENT(this "Agreement") is made and entered into as of August 26, 2004, between Moskovskaya Telecommunikatsionnaya Corporatsiya, an open joint stock company organized under the laws of the Russian Federation ("COMCOR"), and Columbus Nova Investments VIII Ltd., a Bahamas company ("CNI" and together with COMCOR, the "Parties" and each individually, a "Party").

WHEREAS, CNI and Moscow CableCom Corp., a Delaware corporation (the "Company"), have entered into a Series B Convertible Preferred Stock Subscription Agreement dated as of the date hereof (the "Subscription Agreement"), whereby CNI will acquire 4,500,000 shares of Series B Convertible Preferred Stock, par value $.01 per share of the Company (the "Series B Preferred Stock"), and CNI and the Company will enter into the Warrant Agreement (the "Warrant Agreement"), whereby CNI will acquire Warrants (as defined in the Warrant Agreement) that will be initially exercisable for 8,283,000 shares of Series B Preferred Stock;

WHEREAS, immediately following the consummation of the transactions contemplated in the Subscription Agreement, CNI will possess voting control over 4,500,000 shares of Series B Preferred Stock, representing approximately thirty five percent (35%) of the then outstanding shares of (i) the Common Stock, par value $.01 per share of the Company (the "Common Stock"), and (ii) the Series B Preferred Stock, (together with the Common Stock, the "Voting Stock");

WHEREAS, immediately following the exercise of the Warrants under the Warrant Agreement, CNI will possess voting control over an aggregate of 12,783,000 shares of Series B Preferred Stock, representing approximately fifty five percent (55%) of the then outstanding shares of Voting Stock;

WHEREAS, immediately following the consummation of the transactions contemplated in the Subscription Agreement, COMCOR will possess voting control over 4,220,879 shares of Common Stock, representing approximately thirty percent (30%) of the then outstanding shares of Voting Stock;

WHEREAS, the Parties wish to agree upon certain matters with respect to the voting of the shares of Voting Stock beneficially owned by the Parties; and

WHEREAS, as an inducement for CNI to enter into the Subscription Agreement and the Warrant Agreement, the Parties have agreed to enter into this Agreement concurrent with the execution of the Subscription Agreement;

NOW, THEREFORE, in consideration of the premises and the mutual promises herein made, the Parties agree as follows:

1. Certain Definitions.

"AAA" has the meaning set forth in Section 16.

"Action" means any claim, action, suit, arbitration, inquiry, proceeding or investigation by or before any Governmental Authority.

"Affiliate" means, with respect to any Person, any other Person directly or indirectly controlling, controlled by or under common control with such Person. For purposes of this definition, "control" means the power to direct the management and policies of such person, directly or indirectly, whether through ownership of voting securities, by contract or otherwise, and the terms "controlling" and "controlled" have meanings correlative to the foregoing; provided that, with respect to any of the Parties, the term "Affiliate" shall not include the Company.

"Beneficially owned" or "beneficial ownership" means, with respect to securities, having "beneficial ownership" of such securities as determined pursuant to Rule 13d-3 under the Exchange Act.

"Board" has the meaning set forth in Section 2.

"Business Day" means any day that is not a Saturday, a Sunday or other day on which banks are required or authorized by law to be closed in New York City, the United States, or Moscow, the Russian Federation.

"Call Option" has the meaning set forth in Section 5(f).

"Call Optionee" has the meaning set forth in Section 5(f).

"Call Option Event" has the meaning set forth in Section 5(f).

"Call Option Exercise Notice" has the meaning set forth in Section 5(f).

"Call Option Notice" has the meaning set forth in Section 5(f).

"Closing Date" means the date of the consummation of the transactions contemplated in the Subscription Agreement.

"CNI" has the meaning set forth in the Preamble.

"CNI Director Designee(s)" has the meaning set forth in Section 2(d); provided, however, that no Person who has been convicted of or is currently awaiting disposition of any case involving a felony, embezzlement, theft or any act of fraud or financial impropriety; who has been determined in a final decision, not subject to further appeal, by any court of any other conduct involving a breach of fiduciary duty or who is under investigation by or has been subject to formal disciplinary action by the SEC or any other Governmental Authority with jurisdiction over a business in which such Person serves as an officer or director shall be a CNI Director Designee; provided, further, that at least two (2) CNI Director Designees shall be Independent.

"COMCOR" has the meaning set forth in the Preamble.

"COMCOR Director Designee(s)" has the meaning set forth in Section 2(c); provided, however, that no Person who has been convicted of or is currently awaiting disposition of any case involving a felony, embezzlement, theft or any act of fraud or financial impropriety; who has been determined in a final decision, not subject to further appeal, by any court of any other conduct involving a breach of fiduciary duty or who is under investigation by or has been subject to formal disciplinary action by the SEC or any other Governmental Authority with jurisdiction over a business in which such Person serves as an officer or director shall be a COMCOR Director Designee provided, further, that at least one (1) COMCOR Director Designee shall be Independent.

"COMCOR IAS Shares" has the meaning set forth in Section 6(a).

"Common Stock" has the meaning set forth in the Recitals.

"Company" has the meaning set forth in the Recitals.

"Company Subsidiary" or "Company Subsidiaries" means any Subsidiary or all of the Subsidiaries of the Company, respectively.

"Director Designees" means the CNI Director Designee(s) and the COMCOR Director Designee(s).

"Dissolving Party" has the meaning set forth in Section 5(f).

"Dispute" has the meaning set forth in Section 16.

"IAS" has the meaning set forth in Section 6(a).

"Independent" means "independent" as such term is defined (i) under the listing standards rules of the National Association of Securities Dealers, Inc and (ii) under the Sarbanes-Oxley Act of 2002.

"Independent Expert" has the meaning set forth in Section 6(a).

"New Securities" has the meaning set forth in Section 6(b).

"Notice of Proposed Transfer" has the meaning set forth in Section 5(e)(i).

"Offered Securities" has the meaning set forth in Section 5(e)(i).

"Offer Price" has the meaning set forth in Section 5(e)(i).

"Option Period" has the meaning set forth in Section 5(e)(ii).

"Option Sale Notice" has the meaning set forth in Section 5(e)(ii).

"Other Party" has the meaning set forth in Section 5(e)(i).

"Party" or "Parties" has the meaning set forth in the Preamble.

"Permitted Transfer" has the meaning set forth in Section 5(a).

"Proposed Purchaser" has the meaning set forth in Section 5(b)(ii).

"Proposing Party" has the meaning set forth in Section 5(e)(i).

"Proposed Transfer" has the meaning set forth in Section 5(e)(i).

"Pro Rata Portion" shall mean, with reference to any Party at any time, a fraction, the numerator of which is the number shares represented by the shares of Voting Stock then issued and outstanding and beneficially owned by such Party and its Affiliates, and the denominator of which is the aggregate number of shares represented by the shares of Voting Stock then issued and outstanding and held by the Parties and their respective Affiliates taken together.

"Rules" has the meaning set forth in Section 16.

"SEC" means the United States Securities and Exchange Commission.

"Series B Preferred Stock" has the meaning set forth in the Recitals.

"Shares" means any and all outstanding shares of Voting Stock beneficially owned at any time by a Party and/or any of its Affiliates (as well as any other securities of the Company issued in respect of, upon conversion or exercise of, or in exchange or substitution for, the shares Voting Stock beneficially owned by such Party and/or its Affiliates).

"Subscription Agreement" has the meaning set forth in the Recitals.

"Tag-Along Notice Period" has the meaning set forth in Section 5(b)(iii).

"Tag-Along Offer" has the meaning set forth in Section 5(b)(ii).

"Tag-Along Party" has the meaning set forth in Section 5(b)(ii).

"Tag-Along Sale" has the meaning set forth in Section 5(b)(i).

"Tag-Along Seller" has the meaning set forth in Section 5(b)(ii).

"Termination Time" has the meaning set forth in Section 18.

"Transfer" means, with respect to the Shares, whether directly or indirectly (i) to sell, pledge, encumber, grant an option with respect to, transfer or otherwise dispose of any Shares or any interest therein (including any voting interest), (ii) to enter into an agreement or commitment providing for the sale of, pledge of, encumbrance of, grant of an option with respect to, transfer of or disposition of any Shares or any interest therein (including any voting interest) or (iii) to deposit or permit the deposit of any Shares, or enter into any voting agreement, grant proxy or enter into any similar arrangement or commitment with respect to any Shares.

"Voting Stock" has the meaning set forth in the Recitals.

"Warrant Agreement" has the meaning set froth in the Recitals.

2. Election of Directors.

Except as otherwise provided herein or agreed in writing by the Parties, at any time following the Closing Date at which the shareholders of the Company have a right to, or agree in writing to, elect any members of the board of directors of the Company (the "Board"), to the fullest extent permitted by law, each Party agrees, on behalf of itself and on behalf of its Affiliates, to vote all of the Shares beneficially owned by such Party and/or any of its Affiliates in favor of, and otherwise to take all reasonable actions to effect, the following actions:

(a) to initially elect the Purchaser Directors (as defined in the Subscription Agreement) to the Board;

(b) to cause and maintain the number of directors of the Board to be fixed at eleven (11), one of whom shall be the Chairman;

(c) to cause and maintain both the appointment and/or nomination for election and the election to the Board of a total of three (3) individuals designated by COMCOR (each a "COMCOR Director Designee"), subject to the following:

(i) upon COMCOR and its Affiliates beneficially owning less than 20% of the outstanding shares of Voting Stock, the number of COMCOR Director Designees shall be reduced to two (2) individuals; and

(ii) upon COMCOR and its Affiliates beneficially owning less than 15% but at least 10% of the outstanding shares of Voting Stock, the number of COMCOR Director Designees shall be reduced to one (1) individual;

(d) to cause and maintain both the appointment and/or nomination for election and the election to the Board of a total of six (6) individuals designated by CNI (each a "CNI Director Designee"), subject to the following:

(i) upon COMCOR and its Affiliates beneficially owning less than 20% of the outstanding shares of Voting Stock, the number of CNI Director Designees shall be increased to seven (7) individuals;

(ii) upon CNI and its Affiliates beneficially owning less than 30% of the outstanding shares of Voting Stock, the number of CNI Director Designees shall be reduced to five (5) individuals;

(iii) upon CNI and its Affiliates beneficially owning less than 20% of the outstanding shares of Voting Stock, the number of CNI Director Designees shall be reduced to four (4) individuals; and

(iv) upon CNI and its Affiliates beneficially owning less than 15% but at least 10% of the outstanding shares of Voting Stock, the number of CNI Director Designees shall be reduced to two (2) individuals; and

(v) upon CNI and its Affiliates beneficially owning less than 10% of the outstanding shares of Voting Stock, the number of CNI Director Designees shall be reduced to one (1) individual; and

(e) for so long as COMCOR owns at least 15% of the Voting Stock, CNI shall use its best efforts, through the voting of its shares, to ensure that the combination of the COMCOR Director Designees plus those of the CNI Director Designees who are Affiliates of CNI comprise a majority of the directors on the Board; provided that the CNI Director Designees who are elected to the Board shall include at least as many Independent directors as the Independent directors included in the COMCOR Director Designees who are elected to the Board; and

(f) if at any time the number of directors of the Board shall be fixed to be greater than or less than eleven (11), the then applicable number of COMCOR Director Designees and CNI Director Designees pursuant to Section 2(c) and Section 2(d) above, respectively, shall be amended proportionally to reflect the altered size of the Board. For the avoidance of doubt, COMCOR shall always be entitled to at least one COMCOR Director Designee for so long as it owns more than 10% of the outstanding shares of Voting Stock.

3. Committee Membership.

For so long as each Party shall be entitled to designate at least one (1) individual for appointment and/or election to the Board, each committee of the Board, including the finance, audit, nominating and compensation committees, shall consist of at least one COMCOR Director Designee and at least one CNI Director Designee; provided, however, that the audit committee of the Board shall consist solely of Directors who are Independent.

4. Resignations and Replacements.

(a) If at any time a member of the Board resigns (pursuant to this Section 4 or otherwise) or is removed in accordance with applicable law or the Company's by-laws, a new member shall be designated to replace such member until the next election of directors. The Party that designated such director shall designate the replacement director.

(b) If at any time the number of directors entitled to be nominated to the Board by any Party in accordance with this Agreement in an election of directors presented to shareholders would decrease, within ten (10) days thereafter CNI and COMCOR shall cause a sufficient number of CNI Director Designees or COMCOR Director Designees, as applicable, to resign from the Board so that the number of CNI Director Designees and COMCOR Director Designees on the Board after such resignation(s) equals the number of individual(s) CNI or COMCOR would have been entitled to designate, as applicable, had an election of directors taken place at such time. CNI and COMCOR shall also cause a sufficient number of directors to resign from any relevant committees of the Board so that such committees are comprised in the manner contemplated by Section 3 after giving effect to such resignations. CNI and COMCOR shall use their best efforts to cause their Director Designees (who are not Independent) to fill any vacancies created by the resignations required by this Section 4(b) with Director Designee(s) of the appropriate Party in accordance with this Agreement.

5. Transfer of Shares.

(a) Restrictions on Transfer of Shares. Except in accordance with this Section 5 or with the prior written consent of the other

Party, each Party hereby agrees that, at all times during the period commencing with the execution and delivery of this Agreement until the Termination Time, it shall not cause or permit any Transfer of any Shares or the right to acquire any Shares to be effected, or discuss, negotiate or make any offer regarding any Transfer of any Shares or any right to acquire any Shares. Notwithstanding the foregoing, a Party may Transfer Shares (i) to an Affiliate of such Party, (ii) to the other Party, (iii) in an underwritten public offering, or (iv) as a bona fide pledge to a bank, financial institution or other lender; provided, in case of any Transfer pursuant to (i) and (iv) above, that (A) the transferee agrees to assume the obligations hereunder of the transferring Party with respect to any Shares so transferred and executes a written instrument acknowledging that it agrees to be bound by the terms of this Agreement and (B) the transferring Party provides notice to the other Party of such Transfer (each transfer under (i), (ii), (iii) or (iv) above, shall be a "Permitted Transfer").

(b) Tag-Along Rights.

(i) Notwithstanding anything in this Agreement to the contrary, except in the case of Permitted Transfers or otherwise in accordance with this Section 5, for so long as each Party holds at least 10% (together with its respective Affiliates) of the outstanding shares of Voting Stock, each Party shall refrain from effecting any Transfer of Shares (a "Tag-Along Sale") unless, prior to the consummation thereof, the other Party shall have been afforded the opportunity to join in such Transfer on a pro rata basis, as provided in this Section 5(b).

(ii) Prior to consummation of such proposed Transfer, the Party proposing the Transfer (the "Tag-Along Sellers") shall cause the Person or group that proposes to acquire such shares the "Proposed Purchaser" to offer in writing (the "Tag-Along Offer") to purchase the shares of Voting Stock owned by the other Party (the "Tag-Along Party"), such that the number of shares of Voting Stock so offered to be purchased from the Tag-Along Party shall be equal to the product obtained by multiplying the aggregate number of shares of Voting Stock proposed to be purchased by the Proposed Purchaser by such Tag-Along Party's Pro Rata Portion. In addition, the Tag-Along Offer shall set forth the consideration for which the Tag-Along Sale is proposed to be made and all other material terms and conditions of the Tag-Along Sale. If the Tag-Along Offer is accepted by the Tag Along Party, then the number of shares of Voting Stock to be sold to the Proposed Purchaser by the Tag-Along Seller shall be reduced by the aggregate number of shares of Voting Stock to be purchased by the Proposed Purchaser from the Tag-Along Party pursuant thereto. The purchase from the Tag-Along Party shall be made on the same terms and conditions (including timing of receipt of consideration and choice of consideration, if any) as the Proposed Purchaser shall have offered to purchase the shares of Voting Stock to be

sold by the Tag-Along Seller.

(iii) The Tag-Along Party shall have five (5) Business Days from the date of receipt of the Tag Along Offer (the "Tag Along Notice Period") during which to accept such Tag Along Offer by written notice to the Tag Along Seller or a representative of such Party designated in the Tag-Along Offer, and the closing of such purchase shall occur within ninety (90) days after such acceptance by the Tag-Along Party or the expiration of the Tag Along Notice Period, which ever is sooner, or at such other time as the Tag Along Seller and the Tag-Along Party may agree; provided, however, that if any of the transactions contemplated by the Tag Along Offer are subject to regulatory approval such ninety (90) day period shall be extended until the expiration of five (5) Business Days after all such approvals have been received, but in no event later than one hundred and eighty (180) days after delivery of the Tag-Along Offer. Delivery of an acceptance of the Tag-Along Offer shall be accompanied by the certificate(s) representing the shares of Voting Stock to be included in the Tag-Along Sale, duly endorsed, together with all other documents required to be executed in connection with such Tag-Along Sale, or if such delivery is not permitted by applicable law, an unconditional agreement to deliver such certificates pursuant to this Section 5(b) at the closing for such Tag-Along Sale against delivery to the Tag-Along Party of the consideration therefore.

(iv) If the Tag-Along Party fails to accept the Tag-Along Offer within the Tag-Along Notice Period, it shall be deemed to have waived its rights under this Section 5(b) with respect to the Transfer of its shares of Voting Stock pursuant to such Tag-Along Sale.

(v) Concurrently with the consummation of the Tag-Along Sale, the Tag-Along Seller shall use its reasonable best efforts to cause the Proposed Purchaser to give notice thereof to the Tag-Along Party, to remit to such Party, if such Party participated in the Tag-Along Sale, the total consideration for the shares of Voting Stock of the Tag-Along Party transferred pursuant thereto, with the cash portion of the purchase price paid by bank or certified check and any non-cash portion to be delivered as promptly as possible on or after the consummation of such Tag-Along Sale, and to furnish such other evidence of the completion and time of completion of such Transfer and the terms thereof, as may be reasonably requested by the Tag-Along Party.

(vi) Notwithstanding anything contained in this Section 5(b), there shall be no liability on the part of the Tag-Along Seller to the Tag-Along Party (other than the obligation to return any certificates evidencing shares of Voting Stock and any other documents required to be executed in connection with such Tag-Along Sale) if the Tag-Along Sale is not consummated for whatever reason. Whether to effect a Tag-Along Sale is in the sole and absolute discretion of the Tag-Along Seller.

(c) Additional Conditions to Tag-Along Sales Notwithstanding anything contained in Sections 5(b), the rights and obligations of the Tag-Along Party to participate in a Tag-Along Sale pursuant to Section 5(b), are subject to the following conditions:

(i) no such Party shall be obligated to pay any expenses incurred in connection with any unconsummated Tag-Along Sale, and the Tag-Along Party shall be obligated to pay only its pro rata share (based on the number of Shares transferred) of reasonable expenses incurred in connection with a consummated Tag-Along Sale to the extent such expenses are incurred for the benefit of the Parties and are not otherwise paid by the Company or another Person; and

(ii) each such Party shall (A) make such representations, warranties and covenants and enter into such definitive agreements as are customary for transactions of the nature of the proposed Transfer; provided that no such Party shall be required to provide any representations or indemnities in connection with any Tag-Along Sale other than representations and indemnities concerning such Party's title to the Shares free and clear of any encumbrances, including actual or pending litigation to which such Party is a party, and such Party's existence, power and due authorization to enter into and consummate the Transfer without contravention of any law or material agreement; provided further that any such indemnity shall (as to such Party) be expressly stated to be several but not joint, (B) benefit from all of the same provisions of the definitive agreements as the Tag-Along Seller, as the case may be, and (C) be required to bear its proportionate share of any escrows, holdbacks or adjustments in purchase price.

(d) Rights of First Offer.

(i) If a Party (a "Proposing Party") proposes to Transfer (each, a "Proposed Transfer") any of its Shares (the "Offered Securities"), other than in a Permitted Transfer, such Party shall submit a written notice (a "Notice of Proposed Transfer") to the other Party (the "Other Party") describing the material terms and conditions of the Proposed Transfer in reasonable detail, including, without limitation, the proposed purchase price (the "Offer Price").

(ii) Upon receipt of the Notice of Proposed Transfer, the Other Party shall have the primary right, but not the obligation, for a period of fifteen (15) Business Days following receipt of the Notice of Proposed Transfer (the "Option Period"), to elect to purchase at the Offer Price the Offered Securities, on the same terms and conditions as are set forth in the Notice of Proposed Transfer.

(iii) In the event that the Other Party exercises its right to purchase all but not less than all of the Offered Securities in accordance with Section 5(e)(ii), then the Proposing Party must sell the Offered Securities to the Other Party. The Proposing Party shall notify the Other Party that the Offered Securities are to be sold to it within two (2) Business Days of the end of the Option Period (the "Option Sale Notice"). The Proposing Party shall, and hereby covenants to, transfer the Offered Securities to the Other Party free and clear of any and all liens, mortgages, pledges, security interests or other restrictions or encumbrances against payment of the Offer Price. The Other Party shall purchase and pay, by bank or certified check (in immediately available funds), for the Offered Securities set forth within twenty (20) Business Days after the date of receipt of the Option Sale Notice; provided, that if the Transfer of such Offered Securities is subject to any prior regulatory approval, subject to Section 5(e)(iv), the time period during which such Transfer may be consummated shall be extended until the expiration of five (5) Business Days after all such approvals have been received.

(iv) Upon the earlier to occur of (i) rejection of the Offered Stock by the Other Party, (ii) the expiration of the Option Period without the Other Party electing to purchase all of the Offered Stock following the proper delivery of the Notice of Proposed Transfer and (iii) the failure to obtain any required consent or regulatory approval for the purchase of all of the Offered Stock by the Other Party within ninety (90) days of acceptance of the Offered Stock, the Proposing Party shall have a sixty (60) day period during which to effect a Transfer of any or all of the Offered Stock, on substantially the same or more favorable (as to the Proposing Party) terms and conditions as were set forth in the Notice of Proposed Transfer at a price not less than ninety five percent (95%) of the Offer Price, provided that, if the Transfer is subject to regulatory approval, such sixty (60) day period shall be extended until the expiration of five (5) Business Days after all such approvals shall have been received, but in no event longer than one hundred and eighty (180) days following the Notice of Proposed Transfer. If the Proposing Party does not consummate the Transfer of the Offered Stock in accordance with the foregoing time limitations, then the right of the Proposing Party to effect the Transfer of such Offered Stock pursuant to this Section 5(e)(iv) shall terminate and the Proposing Party shall again comply with the procedures set forth in this Section 5 with respect to any proposed Transfer of Shares to a Third Party.

(v) If the Other Party does not purchase any of the Offered Stock under Section 5(e)(ii) but wishes to sell Shares under Section 5(b) in the event that the Proposing Party has made a Tag-Along Offer, such Party must deliver an acceptance of a Tag-Along Offer pursuant to Section 5(b)(iv) simultaneously with declining such Party's right to purchase under this Section 5(e).

(e) Call Option. Notwithstanding Section 17 of this Agreement, upon the commencement of any voluntary or involuntary bankruptcy, dissolution, liquidation or winding-up of a Party (the "Call Option Event"), the Party subject to the Option Event (the "Dissolving Party") shall notify the other Party of the Option Event within two (2) Business Days of the occurrence thereof ("Call Option Notice"). Upon the occurrence of an Option Event, the Party that is not subject to the Option Event (the "Call Optionee") shall have the right to purchase all but not less than all of the Shares held by the Dissolving Party (the "Call Option") on the terms and conditions set forth in this Section 5(f), subject to the Dissolving Party's right to Transfer the Shares to an affiliate thereof in accordance with Section 5(a). The Optionee, upon serving a notice (the "Call Option Exercise Notice") in accordance with Section 9 of this Agreement, shall have the right to exercise the Call Option beginning thirty (30) days following the Option Notice at a price per share equal to 95% of the average closing price of a share of Common Stock for the 15 consecutive trading days preceding the date of the Call Option Exercise Notice on the principal national securities exchange on which the shares of Common Stock are listed or admitted to trading or, if not listed or admitted to trading on any national securities exchange, the average closing price of a share of Common Stock for the 15 consecutive trading days preceding the date of the Call Option Exercise Notice on the Nasdaq National Market Systems, or if the shares of Common Stock are not publicly traded, the book value of a share of Common Stock of the Company as disclosed in the last balance sheet of the Company regularly prepared by the Company.

(f) Legends.

(i) Except as set forth in paragraph (g)(ii) below, during the term of this Agreement the Parties shall cause the Company to issue all certificates representing shares of Voting Stock beneficially owned by the Parties that shall bear an appropriate restrictive legend indicating that such shares of Voting Stock are subject to restrictions pursuant to this Agreement.

(ii) Upon any Transfer or proposed Transfer of beneficial ownership by a Party of any shares of Voting Stock in accordance with this Agreement to any Person other than the other Party or any Affiliates of a Party, the Parties shall cause the Company to issue certificates representing such transferred shares of Voting Stock to be issued not later than the time needed to effect such transfer (A) without any restrictive legend if upon consummation of such Transfer such Voting Securities are no longer "restricted securities" as defined in Rule 144 under the Securities Act or (B) without any reference to this Agreement.

6. Additional Agreements.

(a) Following the Closing Date, the Parties agree to take all actions reasonably necessary to cause the Company to issue and exchange Common Stock for all of the shares of common stock of Institute for Automated Systems, an open joint stock company

organized under the laws of the Russian Federation ("IAS") beneficially owned, directly or indirectly, by COMCOR and its Affiliates (the "COMCOR IAS Shares"), based on a valuation of IAS prepared by an independent expert agreed upon by COMCOR and the Company.

(b) In the event that following the Closing Date the Company proposes to sell or issue any securities (except for (i) the issuance of shares of Series B Preferred Stock under the Warrant Agreement, (ii) the issuance of shares of Common Stock upon the conversion of Series A Preferred Stock (as defined in the Subscription Agreement), Series B Preferred Stock or the Convertible Debentures (as defined in the Subscription Agreement), and (iii) the issuance of shares of Common Stock upon the exercise of stock options of the Company) ("New Securities"), then the Parties agree to take all actions reasonably necessary to cause the Company to give the Parties a right of first refusal to purchase, on a pro rata basis to their then percentage shareholding in the Company, all or any part of the New Securities.

(c) The Parties agree to take all actions reasonably necessary to cause the Company, following completion of CNI's acquisition of the Series B Preferred Stock, to enter into new employment contracts, which will contain performance-based bonuses, with the following individuals: Svetlana Belova, Sergey Berizkov, Tatiana Shelepina, Michael Silin, and Vitaliy Spasskiy. The parties shall also agree on a list of persons, in addition to the new management team, entitled to participate in an option pool of up to 5% of the outstanding shares of Voting Stock.

(d) Prior to the Closing Date, the Parties agree to take all actions reasonably necessary to cause the company to prepare and approve a long-term MOCC/COMCOR-TV business plan, which will be based on the initial balance sheet of the Company after the Closing Date and will target 1 million homes passed in greater Moscow. The 2-year portion of the MOCC business plan will be used, following completion of CNI's acquisition of the Series B Preferred Stock, as a basis for monitoring CCTV operations and measuring management performance.

(e) For so long as each party owns at least 15% of the outstanding shares of Voting Stock, then the parties, subject to compliance with any obligations under applicable law, shall seek to agree on the following categories of decision:

(i) amendment of the organizational documents of the Company or COMCOR-TV (as defined in the Subscription Agreement);

(ii) reorganization or liquidation of the Company or COMCOR-TV;

(iii) increasing or decreasing the authorized share capital of the Company or COMCOR-TV;

(iv) material transactions by the Company or COMCOR-TV in which either COMCOR or CNI is a party;

(v) appointment of a new Chief Executive Officer of MOCC and new General Director of CCTV;

(vi) establishing the strategic priorities for the Company and COMCOR-TV;

(vii) material deviation from the initial 2-year business plan. Following the 2nd anniversary of the Closing Date, approving the business plan;

(viii) appointment of the auditor for the Company and COMCOR-TV; and

(ix) approval of the annual financial statements for the Company and COMCOR-TV.

In the event that the parties are unable to agree on how to vote with respect to any of the above matters, the issue shall then be referred to the managing director (or equivalent officer) of each party, who shall use their best efforts to resolve the issue within ten (10) Business Days. If the managing directors are unable to resolve the issue within ten (10) Business Days, then either party by notice to the other party may refer the issue for final resolution to a committee of three (3) directors of the Board of the Company (the "Committee"). Each party shall have the right to appoint one (1) member of the Committee. Failure of a party to appoint a member of the Committee within five (5) Business Days of the referral shall entitle the other party to appoint two (2) members of the Committee. The two party appointees shall then appoint the third member of the Committee. Members of the Committee must be Independent directors except that it is agreed that Oliver Grace may also be a member. The Committee shall review the issue in light of the best interests of the Company and its shareholders, and the Committee's decision, by a majority vote, shall be binding on the parties. The parties shall then vote to implement the decision of the Committee.

(f) CNI and COMCOR shall agree on the form and content of appropriate revisions to the organizational documents of COMCOR-TV, including the documents governing the activities of the Board of Directors of COMCOR-TV on the basis set out in the Subscription Agreement, and shall seek to implement any necessary revisions following completion of CNI's acquisition of Series B Preferred Stock.

(g) COMCOR shall work with CNI and the Company to agree on a new modifications to the strategic services agreement between COMCOR-TV the Company and COMCOR to replace the existing strategic services agreement upon completion of CNI's acquisition of Series B Preferred Stock, as well as the terms of restructuring of the existing indebtedness of the COMCOR-TV to COMCOR. The existing strategic services agreement shall terminate and have no further force or effect upon the completion of CNI's acquisition.

(h) COMCOR and CNI shall work to agree on a business plan for the Company prior to completion of CNI's acquisition of Series B Preferred Stock.

(i) CNI agrees not to waive the condition to effect the acquisition of the Series B Preferred Stock set forth in Section 6.03(e) of the Subscription Agreement.

7. Regulatory Filings.

Each Party shall take all actions reasonably necessary to cause to be filed or cooperate in the preparation and filing of any governmental or other compliance or reporting requirements that may be required of any Party, including without limitation any filings required by or on behalf of the Company under (a) any United States Laws pertaining to the ownership, control or voting of securities, or the ownership or control of United States entities by foreign persons, including without limitation Sections 13 or 16 of the Securities Exchange Act or the Hart-Scott-Rodino Act and (b) the rules and regulations of any securities exchange, including without limitation the Nasdaq National Market and the National Association of Securities Dealers, Inc. In addition, each Party hereby agrees to cooperate and comply with the reasonable request of any other Party in connection with the fulfillment of such requesting Party's obligations under this Section 6.

8. Manner of Voting.

The voting of the Shares pursuant to this Agreement may be effected in person, by proxy, by written consent or in any other manner permitted by applicable law.

9. Specific Performance.

Each of CNI and COMCOR acknowledges and agrees that the other Party would be damaged irreparably in the event any of the provisions of this Agreement are not performed in accordance with their specific terms or otherwise are breached. Accordingly, each of CNI and COMCOR agrees that the other Party shall be entitled to an injunction or injunctions to prevent breaches of provisions of this Agreement in addition to any other remedy to which such Party may be entitled at law or in equity.

10. Notices.

All notices and other communications hereunder shall be in writing and shall be deemed duly given (i) on the date of delivery if delivered personally, (ii) on the date of confirmation of receipt (or, the first Business Day following such receipt if the date is not a Business Day or the receipt is after 5 p.m.) of transmission by facsimile, or (iii) on the date of confirmation of receipt (or, the first Business Day following such receipt if the date is not a Business Day or the receipt is after 5 p.m.) if delivered by courier. Subject to the foregoing, all notices hereunder shall be delivered as set forth below, or pursuant to such other instructions as may be designated in writing by the Party to receive such notice:

(a) If to COMCOR, to:

COMCOR
Neglinnaya Street, 17/2
Moscow 127051
Russia
Attention: Yury Pripachkin
Facsimile: +7-095-250-7455

(b) If to CNI, to:

590 Madison Avenue
38^th Floor
New York, NY 10022
United States
Attention: Ivan Isakov
Facsimile: +1-212-308-6623

with a courtesy copy (which shall not constitute notice to CNI) to:

Skadden, Arps, Slate, Meagher & Flom LLP
An der Welle 5
60322 Frankfurt am Main
Germany
Attention: Hilary Foulkes
Facsimile: +49-69-74220300

11. Amendments and Waivers.

No amendment of any provision of this Agreement shall be valid unless the same shall be in writing and signed by the Parties. No waiver by any Party of any default, misrepresentation or breach of warranty or covenant hereunder, whether intentional or not, shall be deemed to extend to any prior or subsequent default, misrepresentation or breach of warranty or covenant hereunder or affect in any way any rights arising by virtue of any prior or subsequent such occurrence.

12. Severability.

13. Counterparts.

This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

14. Headings.

The section headings contained in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement.

15. Governing Law and Language.

This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the Laws of any jurisdiction other than the State of New York; provided, however, that any agreements referred to herein that by their terms are expressly governed by the laws of another jurisdiction shall be governed by such laws, and further provided that nothing in this Section 15 shall permit any Party to bring any Action arising out of or relating to this Agreement in any tribunal other than as set forth in Section 16 below, except to enforce an award issued by the arbitrators in accordance with Section 16 below. This Agreement is written in English, and the notarized Russian language translation is provided only for the convenience of the parties. In the case of inconsistency or issues of interpretation between the English and Russian texts, the English text shall control.

16. Arbitration.

If any dispute, controversy or claim between the Parties arises out of or is related to this Agreement or the breach, termination or validity hereof ("Dispute"), such Dispute shall be referred to and finally and exclusively resolved by arbitration in New York, New York, in accordance with the International Arbitration Rules then in force of the American Arbitration Association ("AAA") except as modified herein (the "Rules"), which are deemed to be incorporated by reference into this Section 16. In any such arbitration, there shall be three arbitrators. One arbitrator shall be appointed by each Party in accordance with the Rules, within thirty days of receipt by Respondent of a copy of the Demand for Arbitration. The Third arbitrator, who shall chair the arbitral tribunal, shall be an experienced arbitrator of large commercial disputes admitted to the practice of law in the State of New York and shall be appointed by the two party-appointed arbitrators within twenty (20) days of the appointment of the second arbitrator, or in default thereof, by the AAA in accordance with the Rules. Where the Rules do not provide for a particular situation, the arbitrators shall determine the course of action to be followed. The English language shall be used throughout any arbitral proceeding. To the maximum extent permitted by applicable law, the Parties agree not to assert any rights to have any court rule on a question of law affecting the arbitration or to hear any appeal from or entertain any judicial review of the arbitral award. The award of the arbitrators shall be final and binding on the Parties and may be entered and enforced in any court having jurisdiction over any of the Parties or any of their assets.

17. Termination of this Agreement. Except as otherwise provided herein, this Agreement shall automatically terminate and be of no further force or effect upon the earlier to occur of (each, a "Termination Time") (a) CNI and COMCOR mutually agreeing to terminate this Agreement, (b) such time as CNI's percentage beneficial ownership of the issued and outstanding shares of Voting Stock falls below five percent (5%), (c) such time as COMCOR's percentage beneficial ownership in the issued and outstanding shares of Voting Stock falls below five percent (5%), and (d) the voluntary or involuntary bankruptcy, dissolution, liquidation or winding-up of any of the Parties or the Company.

18. Rules of Construction.

(a) Construction. The Parties have participated jointly in the negotiation and drafting of this Agreement. In the event that an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties, and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any of the provisions of this Agreement.

(b) Adequate Counsel. Each Party hereby represents and warrants that it and its legal counsel have adequate information regarding the terms of this Agreement, the scope and effect of the transactions contemplated hereby and all other matters encompassed by this Agreement to make an informed and knowledgeable decision with regard to entering into this Agreement.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK; SIGNATURE PAGE TO FOLLOW]

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date first above written.

MOSKOVSKAYA TELECOMMUNIKATSIONNAYA CORPORATSIYA

By:       /s/ Aram Sarkisovich Grigoryan
            Aram Sarkisovich Grigoryan

Title: General Director

COLUMBUS NOVA INVESTMENTS VIII LTD.

By: /s/ Andrew Intrater
Andrew Intrater

Title: Senior Managing Partner

EX-99 11 comcorpowerofattorneyex10.htm AUTHORITY OF SIGNATORY OF COMCOR

Exhibit 10

POWER OF ATTORNEY

KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Kathryn Beller its true and lawful attorney-in-fact:

(1) To execute for and on behalf of the undersigned, in connection with the capital stock of Moscow CableCom Corp., a Delaware corporation (the "Company"), Schedules 13D and amendments thereto and Forms ID, 3, 4, and 5 under the Securities Exchange Act of 1934 and the rules thereunder;

(2) To do and perform any and all acts for and on behalf of the undersigned that may be necessary or desirable to complete and execute any Schedule 13D or amendment thereto or any Forms ID, 3, 4, or 5 and timely to file the same with the United States Securities and Exchange Commission and any stock exchange or similar authority; and

(3) To take any other action of any type whatsoever in connection with the foregoing that, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by the undersigned.

Documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this power of attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in her discretion. The undersigned hereby grants to such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming any responsibilities of the undersigned to comply with the Securities Exchange Act of 1934. This power of attorney shall remain in full force and effect until the undersigned is no longer required to file Schedules 13D or Forms 3, 4, and 5 with respect to the securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to such attorney-in-fact.

IN WITNESS WHEREOF, the undersigned has executed this power of attorney as of September 22, 2004.

MOSKOVSKAYA TELECOMMUNIKATIONNAYA CORPORATSIYA

By:       /s/ Aram Sarkisovich Grigoryan
            Aram Sarkisovich Grigoryan
            Authorized Signatory

EX-99 12 powerofattorneyypex11.htm AUTHORITY OF SIGNATORY OF MR. PRIPACHKIN

Exhibit 11

POWER OF ATTORNEY

KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Kathryn Beller his true and lawful attorney-in-fact:

IN WITNESS WHEREOF, the undersigned has executed this power of attorney as of September 22, 2004.

/s/ Yuri Pripachkin
Yuri Pripachkin

-----END PRIVACY-ENHANCED MESSAGE-----

Brokers.	31
ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE PURCHASER
Organization and Authority of the Purchaser	32
No Conflict	32
Governmental Consents and Approvals	32
Investment Purpose	32
Financing	33
Status of New Securities; Limitations on Transfer and Other Restrictions	33
ARTICLE V ADDITIONAL AGREEMENTS
Conduct of Business by the Company Pending the Closing	33
Access to Information	34
Public Announcements	35
Company's Action	35
Use of Proceeds	36
Certain Costs and Expenses	36
No Shop	36
Other Registration Rights	38
Takeover Statutes	38
Termination of Voting Agreement	38
Further Action; Consents; Filings	38
Agreements with Warren Mobley, Donald Miller-Jones, Charles Roberts and Dr. Ali Mohamed Ahmed	38
Reporting Status; Nasdaq Listing	39
Corporate Governance	40
COMCOR-TV Corporate Governance	40
New Strategic Services Agreement.	41
Relocation	41
ARTICLE VI CONDITIONS
Conditions to Each Party's Obligations to Effect the Transactions	41
Conditions to the Obligations of the Company to Effect the Transactions	42
Conditions to the Purchaser's Obligations to Effect the Transactions	42
ARTICLE VII INDEMNIFICATION
Survival of Representations and Warranties	43
3 Indemnification	44
Limits on Indemnification	45
ARTICLE VIII TERMINATION
Termination	46
Effect of Termination	46
ARTICLE IX GENERAL PROVISIONS
Amendment and Waiver	47
Expenses	47
Notices	47
Headings	48
Severability	48
Entire Agreement	49
Assignment	49
No Third Party Beneficiaries	49
Governing Law	49
Counterparts	50
Specific Performance	50
Interpretation	50
Construction	50