International Distributor Agreement

SPRINTNETSM AND SPRINTMAILSM
INTERNATIONAL VALUE ADDED SERVICES ("IVAS")
DISTRIBUTOR AGREEMENT No 2662


This AGREEMENT made this _________ day of _________, 1995 between SPRINT
NETWORKS, a Russian-American Joint Stock Company, (hereinafter "SPRINT"),
duly organized and existing under the laws of the Russian Federation, and
having its principal office at 7 Tverskaya ulitsa 103375 Moscow Russian
Federation, and Corbina Telecommunications and More (hereinafter
"DISTRIBUTOR"), duly organized and existing under the laws of Russian
Federation, and having its principal office at Ryazansky Prospect 30115,
Moscow; collectively, the "Parties", and individually "Party".


WHEREAS, SPRINT has developed worldwide data communications network
services called SprintNetSM, SprintMailsm and, providing the quality of
the used channels is appropriate, Global SprintFaxSM, hereinafter referred
to as "International Value Added services" or IVAS";


WHEREAS, DISTRIBUTOR desires to act as an authorized reseller of IVAS in
the Territory as defined below;


NOW, Therefore, in consideration of the mutual agreements and
understandings herein contained, the parties hereto agree as follows:


1. DEFINITIONS


"Customer" - The third party organization which contracts with
DISTRIBUTOR for the provision of IVAS Services;


"Collection Rate" - The price established independently by
DISTRIBUTOR for charging its own customers for provision of IVAS
Services;


"Tariff Rate" - The retail rate established by SPRINT for the sale
of IVAS Services to customers.


"Discounted Tariff" - The rate established for each IVAS Service by
the Parties upon which the Settlement Rate is based;


"Territory" - For the purposes of this Agreement, Territory is
defined as the geographical region as recognized at the effective
date to be the territory of Moscow. 2 2. NON-EXCLUSIVE DISTRIBUTOR ARRANGEMENT


A. Appointment and Acceptance - SPRINT hereby appoints DISTRIBUTOR upon
the terms and conditions herein set forth, as a non-Exclusive Distributor
of SPRINT for the purchase and resale of IVAS Services in the Territory.
The specific IVAS Services which DISTRIBUTOR may resell are set forth in
Exhibit "A". The description of IVAS services is given in EXHIBIT C to
this Agreement. DISTRIBUTOR hereby accepts such appointment and agrees to
act as a Distributor of Services as defined herein.


B. Marketing Coordination - SPRINT will coordinate any and all marketing
efforts that it may perform in the Territory with DISTRIBUTOR. This
coordination shall consist at a minimum of the following:


(i) If the customer has a contract with SPRINT for the provision
of IVAS Services, the DISTRIBUTOR will not market these
Services to the customer;


(ii) If the Customer has a contract with DISTRIBUTOR for the
provision of IVAS Services, then SPRINT will not market these
Services to the Customer;


(iii) Operational issues such as account management for prospective
customers will be coordinated by mutual agreement of the
Parties, such that both Parties will not market to the same
prospective customer, except by mutual agreement.


C. Non-Exclusivity - Nothing in this Agreement shall preclude or limit
SPRINT from appointing other Distributors of Services in the Territory.
SPRINT shall make its best efforts to ensure the coordination of different
Distributors of Services and DISTRIBUTOR shall make its best efforts to
ensure coordinated activity with other Distributors of Services.


3. TERM OF THE AGREEMENT/EFFECTIVE DATE


3.1 Term and Termination


This Agreement shall take effect from the date stated hereinabove and
shall remain in effect unless terminated by one or the other Party or both
Parties. This Agreement may be terminated upon six (6) months' written
notice by either Party to the other Party.


Distributor Agreement 2 3
3.2 Commitments upon Termination


Upon termination of this Agreement, SPRINT will continue to provide IVAS
Services to DISTRIBUTOR in support of any outstanding DISTRIBUTOR
contractual commitments to its customers, for up to one (1) year after
termination. DISTRIBUTOR will continue to pay for these IVAS Services
during that period.


4. PRICES/PRODUCTS


The rates for IVAS Services provided by SPRINT to DISTRIBUTOR shall be as
set forth in the schedule attached hereto as Exhibit "B" and made a part
hereof. The Discounted Tariff Rate shall be the rate paid by DISTRIBUTOR
to SPRINT for purchase of the Services. Collection Rates are the
responsibility of DISTRIBUTOR. Discounted Tariff Rates for IVAS Services
may be modified from time to time by SPRINT upon ninety (90) days prior
written notice to DISTRIBUTOR. In addition to these rates, SPRINT may set
a fixed monthly charge for DISTRIBUTOR.


5. DISTRIBUTOR RESPONSIBILITIES


DISTRIBUTOR shall be solely responsible for all risks and expenses
incurred in connection with its actions in the resale and service of the
IVAS Services or any other acts required of DISTRIBUTOR pursuant to this
Agreement. DISTRIBUTOR shall independently contract for itself for the
purposes of resale of the IVAS Services and act in all respects on its own
account. DISTRIBUTOR shall indemnify SPRINT for any claims arising from
DISTRIBUTOR's/DISTRIBUTOR's Customer's use of IVAS Services.


6. TAXES AND TERMS OF PAYMENT


6.1 Taxes - The prices quoted herein are net and do not include amounts
arising from any tariff, duty, levy, tax or withholding, including but not
limited to Value Added Tax, sales, property, ad valorem and use taxes, or
any tax in lieu thereof, which may in the future be imposed by any
government or governmental agency with respect to the IVAS Services to
DISTRIBUTOR or its Customers with respect to this Agreement.


6.2 Terms of Payment - (1) DISTRIBUTOR shall be invoiced monthly for the
IVAS Services ordered by DISTRIBUTOR, except that fixed monthly charges
shall be invoiced in advance. All the payments shall be effected by
DISTRIBUTOR in US Dollars to SPRINT'S account indicated in the invoice
within thirty (30) calendar days from the date of receipt by DISTRIBUTOR
of


Distributor Agreement 3 4
SPRINT's invoice. In case the payable amount is not received to SPRINT's
account within forty-five (45) calendar days from the date of SPRINT's
invoice, DISTRIBUTOR shall pay to SPRINT a penalty of 1.5% of the delayed
payment for each month after the said 45 calendar days.


In case the payable amount is not received to SPRINT's account within
sixty (60) calendar days from the date of receipt by DISTRIBUTOR of
SPRINT's invoice, SPRINT shall have the right to immediately and by prior
notice to DISTRIBUTOR suspend or terminate this Agreement and it does not
release DISTRIBUTOR from payment of the said penalty.


DISTRIBUTOR shall compensate SPRINT for any losses or damage arising from
DISTRIBUTOR's breach of its obligations under this Agreement, including
reasonable expenses for attorney fees incurred in enforcing this
Agreement. The penalty procedure shall be enforced in case the outstanding
amount exceeds $ 500.


(2) For such products as PC SprintMailsm software package, modems, smart
boxes, etc. to be supplied by SPRINT to DISTRIBUTOR for its Customers, the
payments shall be effected by DISTRIBUTOR to SPRINT's account as per
SPRINT's invoice and SPRINT shall start supplying the product/equipment
only upon the payments is received to this account.


(3) While making payments DISTRIBUTOR shall indicate No. of this Agreement
and No. of SPRINT's invoice to identify the payment received.


(4) Bank charges for payment of invoices shall be at the expense of
DISTRIBUTOR.


7. SPECIFICATIONS OF IVAS SERVICES


IVAS Services will be delivered in accordance with SPRINT's
specifications, which may be modified or changed without notice,
provided that said change or modification does not substantially
alter the functioning or performance of the IVAS Services that would
cause any Customer impact.


8. DISTRIBUTOR'S UNDERTAKINGS


A. Market Development - DISTRIBUTOR shall diligently and faithfully exert
its best efforts to develop the market and promote the sale of IVAS
Services within the Territory. DISTRIBUTOR shall conduct promotional
programs, including advertising of IVAS, to develop the market for the
IVAS


Distributor Agreement 4 5
Services within the Territory. The cost of such market development and
promotion of the IVAS Service and within the Territory shall be borne in
full by DISTRIBUTOR, except for such costs, if any, as SPRINT shall agree
in writing to bear in each case.


B. Service Facilities - DISTRIBUTOR shall maintain facilities at its own
expense to render complete service to Customers, including Customer
service and Customer training.


C. Market Feedback - DISTRIBUTOR shall provide to SPRINT, for the purpose
of effectively managing its system resources and addressing present and
future Customer requirements, at no expense to SPRINT, quarterly Customer
account review information ("REPORTS") to include, but not necessarily be
limited to, the following:


(i) Six (6) months' forecast of network Customers;


(ii) Summary of service-related problems and status thereof;


(iii) Information pertaining to specific IVAS Service and Product
applications developed or in use;


(iv) Competitive activity.


These reports should be sent to the address indicated in Article 16.I, of
this Agreement.


D. Administrative IVAS Services - DISTRIBUTOR shall follow the order
administration process defined by SPRINT and shall utilize the associated
support tools.


E. Extra-Territory Sales - DISTRIBUTOR shall refrain from seeking
customers for IVAS Services, and from establishing and maintaining any
branch or distribution depot for the purpose of selling IVAS Services
outside the Territory, unless DISTRIBUTOR has the prior written consent of
SPRINT.


F. License of Improvement, etc. - DISTRIBUTOR agrees that, during the term
of this Agreement, it will provide SPRINT with a nonexclusive royalty-free
license or right to use any improvements, inventions or modifications
developed by DISTRIBUTOR, its employees or agents pertaining to the IVAS
Services subject to reasonable compensation to DISTRIBUTOR.


Distributor Agreement 5 6
G. Customer Support/Customer Training - DISTRIBUTOR shall maintain a staff
specifically to ensure subscribers full understanding of the use of the
IVAS Services supplied. This support will include Customer training and
timely response to customer questions.


9. UNDERTAKINGS BY SPRINT


A. Sales and Product Literature - SPRINT agrees to provide DISTRIBUTOR
with a reasonable amount of copies of current English and Russian version
sales and promotional literature, and Customer Documentation at no charge.


B. Training - SPRINT shall provide, at the expense of DISTRIBUTOR,
training for DISTRIBUTOR's personnel with respect to operation, sale,
service, and administration of the IVAS Services.


C. SPRI ...