Amendment Agreement

                              Amendment Agreement

                  This Amendment Agreement is entered into as of May 7, 1997 by
and between Innova Film GmbH, a German limited liability company ("Innova"),
and International Media Services Limited, a Bermuda limited liability company
("IMS", and together with Innova, the "Parties");

                  WHEREAS, the Parties have entered into numerous agreements
with each other and several other parties (the "Transaction"), including that
certain Acquisition, Cooperation and Investment Agreement, dated September 30,
1996, among the Parties and several other parties;

                  WHEREAS, under the initial structure of the Transaction, the
Parties entered into that certain Marketing, Advertising and Sales Agreement,
dated January 23, 1997 (the "Innova-IMS Agreement") pursuant to which Innova
assigned to IMS the exclusive right to market and sell advertising time on
Ukrainian television channel two ("UT-2");

                  WHEREAS, the structure of the Transaction has been revised by
the parties involved such that each of the Parties would benefit if Innova were
in a position to assign advertising time on UT-2 to a subsidiary of Innova in
addition to IMS in such a way that the balance of the advertising time assigned
to such subsidiary and to IMS, respectively, would be adjustable from time to
time; and

                  WHEREAS, the Parties wish to amend the Innova-IMS Agreement
to allow the flexibility contemplated in the previous WHEREAS clause;

                  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 hereby agree as follows:

                  1. The Innova-IMS Agreement is hereby amended to add Article
2.1.5 as follows:

                  "2.1.5 If IMS shall not sell all of the broadcasting time for
                  advertising under Article 2.1, Innova shall retain the right
                  to sell such unsold amount of advertising time."



This Amendment Agreement is entered into by the following parties:

INTERNATIONAL MEDIA                         INNOVA FILM GMBH
SERVICES LIMITED








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By: Xxxxx Xxxxxxxxxxx                       By: Xxxxx Xxxxxxxxx
Title: President                            Title: Managing Director