0001059716-05-000001 Sample Contracts

FORM OF IRREVOCABLE PROXY AND POWER OF ATTORNEY
Baker Francis E • January 31st, 2005 • Cable & other pay television services

IRREVOCABLE PROXY AND POWER OF ATTORNEY (the "Proxy and Power of Attorney"), dated as of December , 2004, between, Columbus Nova Investments VIII Ltd., a Bahamas company ("CNI"), and the person whose name is set forth on the signature page hereof (the "Stockholder," and together with CNI, the "Parties"). Capitalized terms used herein shall have the meaning assigned to them in the Subscription Agreement (as defined below), save as otherwise provided herein or unless the context otherwise requires.

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AMENDMENT NO. 1 TO SERIES B CONVERTIBLE PREFERRED STOCK SUBSCRIPTION AGREEMENT
Preferred Stock Subscription Agreement • January 31st, 2005 • Baker Francis E • Cable & other pay television services • New York

This AMENDMENT NO. 1 (this "Amendment") with respect to the Series B Convertible Preferred Stock Subscription Agreement (the "Agreement") dated August 26, 2004, between Moscow CableCom Corp. (formerly known as Andersen Group Inc.), a Delaware corporation (the "Company"), and Columbus Nova Investments VIII Ltd., a Bahamas company ("CN" and together with the Company, the "Parties" and each individually a "Party"), is made and entered into by the Parties as of December 2, 2004. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Agreement.

IRREVOCABLE PROXY AND POWER OF ATTORNEY
Baker Francis E • January 31st, 2005 • Cable & other pay television services

IRREVOCABLE PROXY AND POWER OF ATTORNEY (the "Proxy and Power of Attorney"), dated as of December 1, 2004, among, Columbus Nova Investments VIII Ltd., a Bahamas company ("CNI"), and each of the persons whose names are set forth on the signature page hereof (each, a "Stockholder," and together with CNI, the "Parties"). Capitalized terms used herein shall have the meaning assigned to them in the Subscription Agreement (as defined below), save as otherwise provided herein or unless the context otherwise requires.

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