EXECUTION COPY

                            PROTOCOL No. __
                     of the Participants' Assembly
                      of the Broadcasting Company
                             "Studio 1+1"
                            (the "Company")

Date of the meeting of the Participants' Assembly:  January 23, 1997.

The following Participants, representing 100% of the participation interests in
the Company, were present at the meeting and waived any requirement to receive
notice of the meeting:

1.    Alexander Rodnianskii (70%);

2.    Enterprise "Inter - Media" (30%)

The Participants' Assembly unanimously approved and considered the following
agenda:

1.    The designation of certain decisions of the Company as being within the
      exclusive competence of the Participants' Assembly.

Having considered agenda item 1, the Participants unanimously RESOLVED:

1.    That the following powers shall be within the exclusive competence of the
Participants' Assembly and shall be subject to and adopted by 75% of all of the
outstanding participation interest votes:

(a)   the determination of the general business policies and the approval of all
      financial plans and operating budgets of the Company, including, without
      limitation, annual financial plans, annual budgets, and any transaction 
      that falls outside an approved plan or budget;

(b)   the approval of any business transaction or commitment which has not been
      provided for in the relevant budget or which exceeds the amount allocated 
      to the prospective field of business activity in the relevant budget;

(c)   the approval of the amendment or termination of agreements, contracts and
      other documents which require two signatures;



(d)   the approval of any transaction which is not within the ordinary scope 
      of the Company's  business;

(e)   the approval of the commencement or defence of any litigation or 
      arbitration, or the entering into of any settlement agreement, with a 
      value of more than Ten Thousand ($10,000) U.S. Dollars;
 
(f)   the determination of salary, bonuses and other remuneration of any 

      member of the Directorate of the Company;

(g)   subject to the provisions of Article 10.1 of the Company's Charter, the
      appointment and dismissal of members of the Audit Committee and the 
      approval of the Audit Committee's reports;

(h)   designation of those persons authorized to sign any financial documents
      and to enter into agreements on behalf of the Company;

(i)   the approval or revocation of any and all powers of attorney to act on 
      behalf of the Company.

There being no further business of the Participants' Assembly, the meeting was
adjourned.

Signatures of the Participants:


                                                   
                                                    ---------------------------
                                                    Alexander Rodnianskii

                                                    Enterprise "Inter - Media"

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