0001059716-04-000001 Sample Contracts

AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • March 4th, 2004 • Baker Francis E • Cable & other pay television services • New York

This Amended and Restated Registration Rights Agreement (the "Agreement") is made and entered into effective as of the first day of July, 2002 and reflects the amendments contained in the July 14, 2003 Amendment thereto among Andersen Group, Inc., a Delaware corporation (the "Company"), and the stockholders (the "MBC Stockholders") of ABC Moscow Broadband Communication Limited ("MBC"), a limited liability company organized under the laws of Cyprus whose names are set forth on the signature pages hereof.

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VOTING AGREEMENT
Voting Agreement • March 4th, 2004 • Baker Francis E • Cable & other pay television services • New York

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").

Joint Filing Agreement
Joint Filing Agreement • March 4th, 2004 • Baker Francis E • Cable & other pay television services

The undersigned, Francis E. Baker and Oliver R. Grace, Jr., hereby agree and acknowledge that the Schedule 13D to which this agreement is attached as an exhibit is filed on behalf of each of them. The undersigned further agree that any amendments or supplements thereto also shall be filed on behalf of each of them. This agreement may be executed in one or more counterparts, each of which shall constitute one and the same agreement.

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