TERMINATION AGREEMENT


                  THIS TERMINATION AGREEMENT is entered into on May 7, 1997, by
and among INTERNATIONAL MEDIA SERVICES LIMITED, a limited liability company
organized under the laws of Bermuda ("IMS") and LIMITED LIABILITY COMPANY
"PRIORITET", a limited liability company organized under the laws of Ukraine
("Prioritet").

                  WHEREAS, the parties have entered into that certain Marketing
and Sales Agreement, dated as of January 23, 1997 (the "Original Agreement");

                  WHEREAS, the parties intend to adjust the economic
relationship expressed in the Original Agreement and to enter into an IMS
Advertising Services Agreement in place of the Original Agreement (the "New
Agreement"); and

                  WHEREAS, the entry into effect of the New Agreement renders
the Original Agreement unnecessary, such that the parties thereto desire to
terminate the Original Agreement;

                  NOW THEREFORE, in consideration of the premises and for other
good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto hereby agree as follows:

                  1. Each party hereto does, for itself, its successors and its
assigns, hereby acknowledge and consent to the termination of the Original
Agreement, effective as of the date hereof.

                  2. Any obligations or duties of a party to the Original
Agreement which remain unperformed as at the date hereof shall not be
terminated but shall remain outstanding.

                  3. Any dispute, controversy or claim arising out of, relating
to, or in connection with, this Termination Agreement, or the breach,
termination or validity hereof, shall be finally settled by arbitration in
accordance with such arbitration agreement as shall be currently in effect
binding the parties hereto.

                  IN WITNESS WHEREOF, the parties hereto have executed, or have
caused their duly authorised representatives to execute, this Termination
Agreement on the date first above written.







INTERNATIONAL MEDIA SERVICES
  LIMITED


By:
   --------------------------
   Name:
   Title:



LIMITED LIABILITY COMPANY
"PRIORITET"

By:
   --------------------------
   Name:
   Title:



By:
   --------------------------
   Name:
   Title: