ex10_70.htm


    
      

    

    EXHIBIT
      10.70

     

     

    AGREEMENT
      ON TRANSFER OF PARTICIPATION INTEREST IN MEDIA INVEST, spol.
      s r.o.

     

     

     

    13
      JULY 2007

     

     

    between

    


    Mr
      Ján Kováčik

    


    and

    


    CME
      Slovak Holdings B.V.

     

     

     

    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    
      	
              CONTENTS

            
	 	 	 
	
              Clause

            	 	
              Page

            
	
              1.

            	
              Interpretation

            	
              1

            
	
              2.

            	
              Transfer
                of the Participation Interest

            	
              1

            
	
              3.

            	
              Conditions
                Precedent

            	
              2

            
	
              4.

            	
              Completion

            	
              3

            
	
              5.

            	
              Pre-Completion

            	
              3

            
	
              6.

            	
              Consideration

            	
              4

            
	
              7.

            	
              Loans
                and Guarantees

            	
              4

            
	
              8.

            	
              Transferor’s
                Warranties

            	
              5

            
	
              9.

            	
              Specific
                Indemnity

            	
              5

            
	
              10.

            	
              Transferee’s
                Warranties

            	
              6

            
	
              11.

            	
              Announcements
                and Confidentiality

            	
              7

            
	
              12.

            	
              Notices

            	
              8

            
	
              13.

            	
              Further
                Assurances

            	
              9

            
	
              14.

            	
              Assignements

            	
              9

            
	
              15.

            	
              Payments

            	
              9

            
	
              16.

            	
              General

            	
              10

            
	
              17.

            	
              Whole
                Agreement

            	
              10

            
	
              18.

            	
              Governing
                Law and Jurisdiction

            	
              10

            
	
              19.

            	
              Language

            	
              10

            
	
              20.

            	
              Termination
                or Rescission

            	
              11

            
	
              21.

            	
              Amendments

            	
              12

            
	 	 	
               

            
	
              Schedule

            	 	
               

            
	
              1.

            	
              The
                Company

            	
              13

            
	
              2.

            	
              Memorandum
                of Association

            	
              14

            
	
              3.

            	
              Warranties

            	
              15

            
	 	
              Part
                1    Warranties
                regarding Pre-Completion Activities

            	
              15

            
	 	
              Part
                2    Other
                Warranties

            	
              16

            
	
              4.

            	
              Interpretation

            	
              24

            
	 	 	
               

            
	
              Signatories

            	 	
              27

            


    

     

    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    THIS
      AGREEMENT ON TRANSFER OF PARTICIPATION INTEREST (the
Agreement) is made on 13 July 2007

     

    BETWEEN:

     

    
      	
              (1)

            	
              Mr
                Ján Kováčik, birth No.: 621204/6720, residing at Vydrovo 101, 976
                52 Čierny Balog
                (the
                Transferor);
                and

            


    

     

    
      	
              (2)

            	
              CME
                Slovak Holdings B.V., a company organised under the laws of the
                Netherlands, having its registered office at Dam 5 B, 1012JS Amsterdam,
                the Netherlands, registered in the commercial register of the Chamber
                of
                Commerce and Industries for Amsterdam under the number
                34274606  (the Transferee), acting through
                Cosmina Maria Simion, under power of
                attorney;

            


    

     

    (together
      as the Parties and each as a
Party).

     

    BACKGROUND:

     

    
      	
              (A)

            	
              On
                the basis of an agreement on transfer of participation interest dated
                28
                June 2007 as amended by the Amendment No. 1 dated 12 July 2007, the
                Transferor acquired from
                Ing.
                Milan Fiľo, birth registration No.: 670821/6636, residing at Nám.
                SNP 7127/2, Bratislava – Staré mesto 811 06 (Mr
                Fiľo), a 50 per cent. participation interest in MEDIA
                INVEST, spol. s r.o., Identification number: 36 044 024 (the
                Company) short particulars of which are set in Schedule
                1
                and the Transferor therefore owns a 100 per cent. participation interest
                in the Company.

            


    

     

    
      	
              (B)

            	
              Under
                the terms and conditions of this Agreement the Transferor wishes
                to
                transfer and the Transferee wishes to acquire his participation interest
                in the Company, so that the Transferee becomes the owner of the 100
                per
                cent. participation interest in the
                Company.

            


    

     

    IT
      IS AGREED as follows:

     

    
      	
              1.

            	
              INTERPRETATION

            


    

     

    In
      addition to terms defined elsewhere in this Agreement, the definitions and
      other
      provisions in Schedule 4 apply throughout this Agreement, unless the contrary
      intention appears.

     

    
      	
              2.

            	
              TRANSFER
                OF THE PARTICIPATION
                INTEREST

            


    

     

    
      	
              2.1

            	
              Subject
                to the Conditions being satisfied or waived, the Transferor transfers
                the
                Participation Interest to the Transferee and the Transferee acquires
                the
                Participation Interest.

            


    

     

    
      	
              2.2

            	
              The
                Participation Interest shall be transferred free of any Encumbrance
                and
                together with all rights attaching to
                it.

            


    

     

    
      	
              2.3

            	
              The
                consideration for the transfer of the Participation Interest shall
                be
                determined in accordance with the provisions of the Agreement on
                Consideration.

            


    

     

    
      	
              2.4

            	
              The
                Transferee declares that as of the Completion Date it accedes to
                the
                Company's memorandum of association, which is attached in Schedule
                2.

            


    

     

    
      	
              2.5

            	
              The
                Transferor acknowledges that the Transferee enters into this Agreement
                in
                reliance on the representations, warranties and undertakings on the
                part
                of the Transferor set out in this
                Agreement.

            


    

     

    
      	
              2.6

            	
              The
                Transferor covenants with the Transferee that he has the right to
                transfer
                his Participation Interest to the Transferee under the terms and
                conditions set out in this
                Agreement.

            


    

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    
      	
              3.

            	
              CONDITIONS
                PRECEDENT

            


    

     

    
      	
              3.1

            	
              The
                transfer of the Participation Interest is conditional
                upon:

            


    

     

    
      	
               

            	
              (a)

            	
              the
                Transferee giving notice to the Transferor that it is satisfied on
                inspection and investigation as to the financial, contractual and
                taxation
                position of the Company, the title of the Company to its respective
                assets
                (including the title of the Company to the Participation Interest
                in
                Markíza) and it has not identified any major issues during such inspection
                and investigation; 

            


    

     

    
      	
               

            	
              (b)

            	
              the
                Transferee having received a resolution of the Council, in which
                the
                Council: (i) issues its prior approval to the transfer of a 34%
                participation interest in Markíza from CME Media Enterprises B.V., with
                its registered office at Dam 5B, Amsterdam 1012JS Amsterdam, the
                Netherlands (CME) to the Transferee and (ii) acknowledges
                the transfer of the Participation Interest from the Transferor to
                the
                Transferee, in the form and with the content satisfactory to the
                Transferee;

            


    

     

    
      	
               

            	
              (c)

            	
              the
                Transferee having received from the Transferor the following documents
                in
                each case in the form and with the contents satisfactory to the
                Transferee:

            


    

     

    
      	
               

            	
              (i)

            	
              the
                agreement whereby a 50% participation interest in the Company has
                been
                transferred
                from Mr. Fiľo to the
                Transferor;

            


    

     

    
      	
               

            	
              (ii)

            	
              minutes
                of the general meeting of the Company duly approving the transfer
                of a 50%
                participation interest in the Company from Mr.
                Fiľo
                to the Transferor;

            


    

     

    
      	
               

            	
              (iii)

            	
              a
                certificate duly executed by the spouse of Mr
                Fiľo, in
                which the spouse consents to the transfer of a 50% participation
                interest in the Company from Mr.
                Fiľo
                to the Transferor;

            


    

     

    
      	
               

            	
              (iv)

            	
              resolution
                of the sole participant acting in the capacity of the general meeting
                of
                the Company duly approving the transfer of the Participation Interest
                from
                the Transferor to the Transferee under this
                Agreement;

            


    

     

    
      	
               

            	
              (v)

            	
              resignations
                of the executives of the Company
                (for the
                avoidance of doubts also of Mr Fiľo), or other documents proving that the
                function of an executive of the Company terminated with the effect
                as of Completion Date, or any other such date as may be acceptable
                for the
                Transferee, and confirmations in which the executives acknowlede
                they have
                no claim against the Company, whether for loss of office or
                otherwise;

            


    

     

    
      	
               

            	
              (vi)

            	
              confirmation
                of the
                Transferor and Mr. Fiľo, effective on Completion Date,
                acknowledging that these persons have no claims against the
                Company;

            


    

     

    
      	
               

            	
              (vii)

            	
              resignation
                of Mr Kováčik as an executive of Markíza and as a member of the
                Board of Representatives of Markíza, effective on Completion Date, or any
                other such date as may be acceptable for the Transferee, acknowledging
                that he has no claim against Markíza, whether for loss of office or
                otherwise; and

            


    

     

    
      	
               

            	
              (viii)

            	
              a
                resignation of Mr Fiľo as a member of the Board of Representatives
                of Markíza, effective on Completion Date, or any other such date as may be
                acceptable for the Transferee,, acknowledging that he has no claim
                against
                Markíza, whether for loss of office or
                otherwise.

            


    

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    
      	
              3.2

            	
              The
                Transferee may waive all of the Conditions above (either in whole
                or in
                part) at any time by giving notice to the Transferor. Any such waiver
                is
                without prejudice to Transferee's right to compensation in respect
                of a
                breach of any covenant or inaccuracy of any Warranty, as otherwise
                provided in this Agreement.

            


    

     

    
      	
              3.3

            	
              Each
                Party shall use all reasonable endeavours to procure (so far as it
                is so
                able to procure) that each of the Conditions is satisfied on or before
                30
                September 2007 (or such later date as may be agreed by the Parties)(the
                Long Stop Date).  If all of the Conditions are
                not satisfied, or waived in accordance with the sub-clause 3.2 above,
                on
                or before the Long Stop Date, the Transferee may terminate this Agreement
                in accordance with the clause headed
                "Termination".

            


    

     

    
      	
              3.4

            	
              Each
                Party shall promptly inform the other Parties in writing about any
                relevant matters in relation to, and shall keep the other Parties
                informed
                in writing of, the progress to completion of fulfilment of all Conditions
                and any material impediments or delays or of the existence or occurrence
                of any conditions that may adversely affect the fulfilment of all
                Conditions.  Each Party shall provide each other Party with all
                information which each other Party shall reasonably request in writing
                in
                order to determine that that Party has complied with its obligations
                under
                sub-clause 3.3.

            


    

     

    
      	
              3.5

            	
              The
                Party which is obliged to provide a document shall provide to the
                other
                Party an original or a certified copy of each document required pursuant
                to sub-clause 3.1 as and when
                obtained.

            


    

     

    
      	
              3.6

            	
              Immediately
                after all of the Conditions have been satisfied or waived in accordance
                with clause 3.2, the Transferee shall notify the Transferor of this
                fact
                in writing.

            


    

     

    
      	
              4.

            	
              COMPLETION

            


    

     

    
      	
              4.1

            	
              The
                transfer of the Participation Interest under this Agreement shall
                become
                effective between the Parties as of the date on which the all of
                the
                Conditions are satisfied or waived in accordance with clause 3.2
                and the
                Transferee notifies the Transferor of this fact in writing pursuant
                to
                clause 3.6 (the Completion
                Date).

            


    

     

    
      	
              4.2

            	
              On
                the Completion Date, the Transferee shall deliver to Markíza (with a copy
                to the Transferor): (i) one executed counterpart of this agreement;
                and
                (ii) a written certificate confirming that the Conditions have been
                satisfied or waived.

            


    

     

    
      	
              5.

            	
              PRE-COMPLETION

            


    

     

    
      	
              5.1

            	
              Access
                and cooperation

            


    

     

    The
      Transferor shall:

     

    
      	
               

            	
              (a)

            	
              procure
                that the Transferee, its agents and advisors are given full access
                to the
                books and records of the Company during normal business hours on
                any
                Business Day and on reasonable notice to the
                Transferor;

            


    

     

    
      	
               

            	
              (b)

            	
              provide
                such information regarding the Company as the Transferee may reasonably
                require in order to carry our the inspection and investigation envisaged
                under clause 3.1(a);

            


    

     

    
      	
               

            	
              (c)

            	
              provide
                such other co-operation to the Transferee, its agents and advisers
                as they
                may reasonably require in each case to enable them to obtain information
                about the operations of the Company, including its financial, legal,
                and
                trading status;

            


    

     

    
      	
               

            	
              (d)

            	
              provide
                information, data and other assistance as may be reasonably required
                by
                the Transferee with a view to assisting the achievement of the
                satisfaction of the Condition set out in sub-clause 3.1(b);
                and

            


    

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    
      	
               

            	
              (e)

            	
              abstain
                from making any act, statement (whether public or not) or activity
                that
                might be adverse to (i) the purpose of achieving the satisfaction
                of the
                Condition set out in sub-clause 3.1(b) or to (ii) Markíza and/or Markíza's
                Licence.

            


    

     

    
      	
              5.2

            	
              Notice
                of any change

            


    

     

    
      	
               

            	
              (a)

            	
              The
                Transferor shall immediately send a notice to the Transferee in writing
                of
                any matter or thing which arises or becomes known to him before Completion
                which:

            


    

     

    
      	
               

            	
              (i)

            	
              is
                likely to constitute (or would after the lapse of time constitute)
                a
                misrepresentation or a breach of any of the other obligations on
                his part
                under this Agreement or makes any Warranty incorrect or misleading;
                or

            


    

     

    
      	
               

            	
              (ii)

            	
              would
                mean that any of his Warranties would be incorrect or misleading
                at
                Completion.

            


    

     

    
      	
               

            	
              (b)

            	
              Any
                such notice must specify that matter or circumstance in reasonable
                detail
                and set out such other facts as the Transferee deems necessary specifying
                that matter or circumstance in reasonable
                detail.

            


    

     

    
      	
              5.3

            	
              No
                change in warranted status

            


    

     

    Pending
      Completion, the Transferor shall exercise all his rights so that he procures
      that the Company shall operate its business only in the ordinary course of
      business.

     

    
      	
              6.

            	
              CONSIDERATION

            


    

     

    The
      Consideration for the transfer of Participation Interest was agreed in a
      separate agreement on consideration (the Agreement on
      Consideration) entered into between the Parties on the date of this
      Agreement.

     

    
      	
              7.

            	
              LOANS
                AND GUARANTEES

            


    

     

    
      	
              7.1

            	
              The
                Parties acknowledge that the Consideration for the transfer of the
                Participation Interest has been agreed on the basis
                that:

            


    

     

    
      	
               

            	
              (a)

            	
              no
                indebtedness of any kind (whether or not presently payable) is owed
                by the
                Company to any person other than the indebtedness shown in the accounting
                records of the Company that shall be repaid in full by the Company
                on the
                Completion Date; and

            


    

     

    
      	
               

            	
              (b)

            	
              all
                indebtedness owed by the Transferor,
                Mr.
                Fiľo (and any Related Person to the Transferor
                or Mr. Fiľo) to the Company (whether or not presently payable) is
                repaid in full by the Transferor,
                Mr.
                Fiľo or such Related Person to the Company on the Completion
                Date.

            


    

     

    
      	
              7.2

            	
              The
                Transferor shall procure that on or before the Completion Date all
                indebtedness due from the Transferor,
                Mr.
                Fiľo (and any Related Person to the Transferor
                or Mr. Fiľo) to the Company is satisfied in full.  If it
                is established at any time after Completion that any indebtedness
                of any
                kind (whether or not presently payable) was owing on the Completion
                Date
                by the Transferor,
                Mr. Fiľo (and any Related Person to the Transferor
                or Mr. Fiľo) to the Company, contrary to the basis stated above,
                then the Transferor shall procure that such indebtedness is immediately
                paid in full.

            


    

     

    
      	
              7.3

            	
              The
                Transferor shall procure that on Completion the Company is released
                from
                all guarantees and indemnities given by the Company.  The
                Transferor shall procure that on the Completion Date, all indebtedness
                owing immediately before on the Completion Date from the Company
                is or has
                been satisfied in full.

            


    

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    
      	
              8.

            	
              TRANSFEROR’S
                WARRANTIES

            


    

     

    
      	
              8.1

            	
              The
                Transferor represents and warrants to the Transferee that each of
                the
                statements set out:

            


    

     

    
      	
               

            	
              (a)

            	
              in
                Part 1 of Schedule 3 will at Completion be true, accurate and not
                misleading; and

            


    

     

    
      	
               

            	
              (b)

            	
              in
                Part 2 of Schedule 3 is at the date of this Agreement and will at
                Completion be true, accurate and not
                misleading.

            


    

     

    
      	
              8.2

            	
              Each
                of the Warranties is separate and independent and, except as expressly
                provided to the contrary in this Agreement, is not limited by reference
                to
                any other Warranty.

            


    

     

    
      	
              8.3

            	
              None
                of the Warranties shall, and the Transferee's ability to make any
                claim
                under this Agreement shall not, be treated as waived, qualified or
                otherwise affected by any actual knowledge or any knowledge imputed
                to the
                Transferee or its agents and advisers, including any knowledge resulting
                from any due diligence investigation carried out by or on behalf
                of the
                Transferee before Completion or which the Transferee has or obtains
                otherwise than in pursuance of its rights under this
                Agreement.

            


    

     

    
      	
              8.4

            	
              Without
                prejudice to any other remedy available to the Transferee or its
                ability
                to claim damages on any basis which is available to it by reason
                of any of
                the Warranties being untrue or misleading or being breached, the
                Transferor will, under section 725 et seq. of the Commercial Code,
                indemnify the Transferee in respect of all liabilities (including
                costs,
                damages or losses, fees and expenses) that the Transferee may suffer
                resulting from or in connection with any of the Warranties being
                breached,
                untrue or misleading, and for any breach by the Transferor of any
                of his
                obligations under this Agreement, including an amount equal to any
                deficiency or liability of the Company which arises from any of the
                Warranties being breached, untrue or misleading and which would not
                have
                existed or arisen if the Warranty in question had not been breached,
                untrue or misleading.

            


    

     

    
      	
              8.5

            	
              For
                the purposes of clause 8.4 the Parties confirm
                that:

            


    

     

    
      	
               

            	
              (a)

            	
              the
                Transferor has requested the Transferee to rely on the Warranties
                being
                true and accurate as of the date when made or deemed to be made and
                on the
                Transferor’s promise to comply with all their obligations in this
                Agreement and the Transferee has not been obliged to make such reliance;
                and

            


    

     

    
      	
               

            	
              (b)

            	
              section
                728 of the Commercial Code does not apply to the Transferee under
                this
                clause.

            


    

     

    
      	
              9.

            	
              SPECIFIC
                INDEMNITY

            


    

     

    
      	
              9.1

            	
              Without
                prejudice to any other remedy available to the Transferee (including
                the
                damages on any basis which is available to it by reason of any of
                the
                Transferors' Warranties being untrue or misleading or being breached),
                the
                Transferor will, under section 725 et seq. of the Commercial Code,
                indemnify the Transferee in respect of any damage and costs of any
                kind
                (including, but not limited to, penalties, dines, administrative,
                court
                and other costs of legal representation) that the Transferee may
                suffer,
                including an amount equal to any deficiency or liability of the Company,
                in connection with or as a result
                of:

            


    

     

    
      	
               

            	
              (a)

            	
              any
                liability to pay Taxation or any other related liability incurred
                as a
                result of any tax non-deductible expense of the Company being treated
                as
                tax deductible or any tax deductible expense of the Company being
                treated
                as tax non-deductible;

            


    

     

    
      	
               

            	
              (b)

            	
              any
                liability to pay Taxation or any other related liability incurred
                as a
                result of the revenue created upon the disposal of the liability
                by the
                Company's accession to the debt of CREDIT PARTNER, spol. s r.o. towards
                Slovenská
                televízna spoločnosť, s.r.o.;
                and

            


    

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    
      	
               

            	
              (c)

            	
              any
                liability to pay Taxation, provide tax guarantee or other related
                liability incurred as a result of the failure to provide tax guarantee
                in
                connection with a payment to a Cypriot company Tripnet Trading
                Ltd..

            


    

     

    
      	
              9.2

            	
              For
                the purposes of sub-clause 9.1, the Parties confirm
                that:

            


    

     

    
      	
               

            	
              (a)

            	
              the
                Transferor has requested the Transferee to rely on the their promise
                that
                none of the claims in sub-clause 9.1 will arise, and the Transferee
                has
                not been obliged to make such reliance;
                and

            


    

     

    
      	
               

            	
              (b)

            	
              Section
                728 of the Commercial Code shall not
                apply.

            


    

     

    
      	
              9.3

            	
              For
                the avoidance of doubt, the liability of the Transferor under this
                clause
                9 shall not be limited or qualified by any disclosure against this
                matter
                or any actual knowledge or any knowledge imputed to the Transferee
                or its
                agents and advisers.

            


    

     

    
      	
              10.

            	
              TRANSFEREE’S
                WARRANTIES

            


    

     

    The
      Transferee represents and warrants to the Transferor that:

     

    
      	
               

            	
              (a)

            	
              the
                acquisition of a 34% participation interest in Markíza by the Transferee
                from CME, to which the Council issued its prior approval on the day
                preceding the day, on which this Agreement has been entered
                into;

            


    

     

    
      	
               

            	
              (b)

            	
              the
                acquisition of an indirect 66% participation in Markíza by the Transferee
                (through the acquisition of the Participation Interest from the Transferor
                and the acquisition of all of the issued share capital of the company
                A.R.J., a.s., Identification number: 36 379 921 from
                CME);

            


    

     

    
      	
               

            	
              (c)

            	
              the
                amendment to Markíza's memorandum of association in relation
                to:

            


    

     

    
      	
               

            	
              (i)

            	
              the
                change of Markíza's participant and its participation interest in Markíza
                as a result of the transfer of the 34% participation interest in
                Markíza
                by CME to the Transferee; and

            


    

     

    
      	
               

            	
              (ii)

            	
              the
                reduction of Markíza's executives (in Slovak konateľov)
                from three to two executives;

            


    

     

    
      	
               

            	
              (d)

            	
              preserving
                the wording of Markíza's memorandum of association in relation
                to:

            


    

     

    
      	
               

            	
              (i)

            	
              the
                manner in which the members of Markíza's board of representatives are
                appointed and removed by Markíza's participants (including without
                limitation the right of the Company to appoint and remove two members
                of
                Markíza's board of
                representatives);

            


    

     

    
      	
               

            	
              (ii)

            	
              the
                requirement to obtain an affirmative vote of at least one member
                of
                Markíza's board of representatives appointed by the Company to make
                material changes in Markíza in relation to programming structure (Sect. 3
                (e) of the Broadcasting Act), in programs (Sect. 3 (f) and (h) of
                the
                Broadcasting Act), content and structure of the broadcasting (Sect.
                3 (a)
                of the Broadcasting Act);

            


    

     

    will
      not
      be effected in conflict with information that: (i) have been provided in the
      Markíza's application for the Council's prior approval to the transfer of the
      34% participation interest in Markíza by CME to the Transferee or (ii) has been
      provided to the Council by the Markíza's representatives at the oral hearing at
      the Council on 3 July 2007 according to the official minutes prepared from
      that
      oral hearing.

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    
      	
              11.

            	
              ANNOUNCEMENTS
                AND CONFIDENTIALITY

            


    

     

    
      	
              11.1

            	
              No
                Party shall make or permit any person connected with it to make any
                announcement concerning this transfer or any ancillary matter before,
                on
                or after Completion except as required by law or any competent regulatory
                body or with the prior written approval of the other Parties, such
                approval not to be unreasonably withheld or
                delayed.

            


    

     

    
      	
              11.2

            	
              The
                Transferee:

            


    

     

    
      	
               

            	
              (a)

            	
              shall
                keep confidential all information provided to it by the Transferor
                which
                relates to the Transferor; and

            


    

     

    
      	
               

            	
              (b)

            	
              if
                after Completion, the Company holds confidential information relating
                to
                the Transferor, shall keep that information confidential and, to
                the
                extent reasonably practicable, shall return that information to the
                Transferor or destroy it.

            


    

     

    
      	
              11.3

            	
              The
                Transferor shall and shall procure
                that:

            


    

     

    
      	
               

            	
              (a)

            	
              any
                person connected with it from time to time shall keep confidential
                all
                information provided to it by or on behalf of the Transferee or otherwise
                obtained by or in connection with this Agreement which relates to
                any
                member of the Transferee; and

            


    

     

    
      	
               

            	
              (b)

            	
              if
                after Completion a Transferor holds confidential information relating
                to
                the Company, it shall keep that information confidential and, to
                the
                extent reasonably practicable, shall return that information to the
                Transferee or destroy it.

            


    

     

    
      	
              11.4

            	
              Nothing
                in this clause prevents any confidential information being
                disclosed:

            


    

     

    
      	
               

            	
              (a)

            	
              with
                the written approval of the other Parties, which in the case of any
                announcement shall not to be unreasonably withheld or delayed;
                or

            


    

     

    
      	
               

            	
              (b)

            	
              to
                the extent required by law or any competent regulatory body, but
                a Party
                required to disclose any confidential information shall promptly
                notify
                the other Parties, where practicable and lawful to do so, before
                disclosure occurs and co-operate with the other Parties regarding
                the
                timing and content of such disclosure or any action which the other
                Parties may reasonably elect to take to challenge the validity of
                such
                requirement.

            


    

     

    
      	
              11.5

            	
              Nothing
                in this clause prevents disclosure of confidential information by
                any
                Party:

            


    

     

    
      	
               

            	
              (a)

            	
              to
                the extent that the information is in or comes into the public domain
                other than as a result of a breach of any undertaking or duty of
                confidentiality by that Party/any person;
                or

            


    

     

    
      	
               

            	
              (b)

            	
              to
                that Party's professional advisers, auditors or bankers, but before
                any
                disclosure to any such person the relevant Party shall procure that
                he is
                made aware of the terms of this clause and shall use its best endeavours
                to procure that each such person adheres to those terms as if he
                were
                bound by the provisions of this
                clause.

            


    

     

    
      	
              12.

            	
              NOTICES

            


    

     

    
      	
              12.1

            	
              Any
                notice or other formal communication given under this Agreement (which
                includes fax, but not email) must be in writing and may be delivered
                in
                person, or sent by post or fax to the Party to be served at its address
                appearing in this Agreement as
                follows:

            


    

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    
      
         

        
          	
                   

                	
                  (a)

                	
                  Transferor

                


        

         

        Ján
          Kováčik

         

        
          	
                   

                	
                  Address:

                	
                  Vydrovo
                    101, 975 62 Čierny
                    Balog

                


        

         

        
          	
                   

                	
                  Fax:

                	
                  +421
                    2 4870 0049

                


        

         

        
          	
                   

                	
                  (b)

                	
                  Transferee

                


        

         

        CME
          Slovak Holdings B.V.

         

        
          	
                   

                	
                  Address:

                	
                  Dam
                    5 B, 1012JS Amsterdam, the
                    Netherlands

                


        

         

        
          	
                   

                	
                  Fax:

                	
                  +
                    31 20 423 1404

                


        

         

        
          	
                	
                  To
                    the attention of: 

                	
                  General
                    Counsel

                


        

         

        
          	
                   

                	
                  with
                    a copy to:

                


        

         

        
          	
                   

                	
                  Address:

                	
                  71-91
                    Aldwych, London WC2B 4HN, United
                    Kingdom

                


        

         

        
          	
                   

                	
                  Fax:

                	
                  +44
                    20 7430 5403

                


        

         

        
          	
                	
                  To
                    the attention of:

                	
                  General
                    Counsel

                


        

      

    

     

    or
      at any
      such other address or fax number of which it shall have given notice for this
      purpose to the other Parties under this clause.  Any notice or other
      communication sent by post shall be sent by prepaid recorded delivery post
      or by
      prepaid airmail (if the country of destination is not the same as the country
      of
      origin).

     

    
      	
              12.2

            	
              Any
                notice or other communication shall be deemed to have been
                given:

            


    

     

    
      	
               

            	
              (a)

            	
              if
                delivered, on the date of delivery;
                or

            


    

     

    
      	
               

            	
              (b)

            	
              if
                sent by post, on the second Business Day after it was put into the
                post;
                or

            


    

     

    
      	
               

            	
              (c)

            	
              if
                sent by fax, on the date of transmission, if transmitted before
                3.00 p.m. (local time at the country of destination) on any Business
                Day, and in any other case on the Business Day following the date
                of
                transmission.

            


    

     

    
      	
              12.3

            	
              In
                proving the giving of a notice or other communication, it shall be
                sufficient to prove that delivery was made or that the envelope containing
                the communication was properly addressed and posted by prepaid recorded
                delivery post or by prepaid airmail or that the fax was properly
                addressed
                and transmitted, as the case may
                be.

            


    

     

    
      	
              13.

            	
              FURTHER
                ASSURANCES

            


    

     

    
      	
              13.1

            	
              On
                or after Completion the Transferor shall, at his own cost and expense,
                execute and do (or procure to be executed and done by any other necessary
                Party) all such documents, acts and things as the Transferee may
                from time
                to time require in order to acquire the Participation Interest or
                as
                otherwise may be necessary to give full effect to the Transaction
                Documents.

            


    

     

    
      	
              13.2

            	
              In
                relation to the Company, the Transferor shall procure the convening
                of all meetings, the giving of all waivers and consents and the passing
                of
                all resolutions as are necessary under statute, its constitutional
                documents or any agreement or obligation affecting it to give effect
                to
                the Transaction Documents.

            


    

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    
      	
              14.

            	
              ASSIGNEMENTS

            


    

     

    None
      of
      the rights or obligations under this Agreement may be assigned or transferred
      without the prior written consent of all the Parties.

     

    
      	
              15.

            	
              PAYMENTS

            


    

     

    
      	
              15.1

            	
              Each
                payment of the Consideration to be made under this Agreement or the
                Agreement on Consideration shall be made in SKK by transfer of the
                relevant amount into the relevant account on or before the date the
                payment is due for value on that date.  The relevant account for
                a given payment is:

            


    

     

    
      	
               

            	
              (a)

            	
              if
                that payment is to the Transferor, to the account of the Transferor
                at:

            


    

     

    Ján
      Kováčik

     

    
      	
               

            	
              bank:

            	
              Tatra
                banka, CODE: 1100

            


    

     

    
      	
               

            	
              sort
                code:

            	
              IBAN
                CODE: 1100 0000 0000 5333 8777

            


    

     

    
      	
               

            	
              account
                number:

            	
              5333
                8777, SWIFT: TATRSK BX

            


    

     

    which
      the
      Transferor cannot change after the signature of this Agreement even in the
      form
      of a written amendment to this Agreement; and

     

    
      	
               

            	
              (b)

            	
              if
                that payment is to the Transferee, the account as the Transferee
                shall,
                not less than three (3) Business Days before the date that payment
                is due,
                have specified by giving notice to the Transferor for the purpose
                of that
                payment.

            


    

     

    
      	
              15.2

            	
              If
                a Party defaults in the payment when due of any sum payable under
                this
                Agreement, it shall pay interest on that sum from the date on which
                payment is due until the date of actual payment (as well after as
                before
                judgment) at an annual rate of one (1.0) per cent. above the one
                (1) month
                EURIBOR rate valid on the first day of default and each monthly
                anniversary thereof, which interest shall accrue from day to day
                and be
                compounded monthly.

            


    

     

    
      	
              15.3

            	
              If
                the Transferor is required by law to make a deduction or withholding
                in
                respect of any sum payable under this Agreement, he shall, at the
                same
                time as the sum which is the subject of the deduction or withholding
                is
                payable, make a payment to the Transferee of such additional amount
                as
                shall be required to ensure that the net amount received by the Transferee
                will equal the full amount which would have been received by it had
                no
                such deduction or withholding been required to be
                made.

            


    

     

    
      	
              16.

            	
              GENERAL

            


    

     

    
      	
              16.1

            	
              Each
                of the obligations, warranties and undertakings set out in this Agreement
                (excluding any obligation which is fully performed at Completion)
                shall
                continue in force after Completion and shall not be affected by the
                waiver
                of any Condition or any notice given by the Transferee in respect
                of any
                Condition.

            


    

     

    
      	
              16.2

            	
              The
                Transferee may release or compromise in whole or in part the liability
                of
                the Transferor under this Agreement or grant any time or indulgence
                to the
                Transferor without affecting any other liabilities of the
                Transferor.

            


    

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    
      	
              16.3

            	
              Except
                as otherwise expressly provided in this Agreement, each Party shall
                pay
                the costs and expenses incurred by it in connection with the entering
                into
                and completion of this Agreement.

            


    

     

    
      	
              17.

            	
              WHOLE
                AGREEMENT

            


    

     

    
      	
              17.1

            	
              This
                Agreement, the Agreement on Consideration and other Transaction Documents
                contain the whole agreement between the Parties relating to the
                transactions contemplated by the Transaction Documents and supersede
                all
                previous agreements, whether oral or in writing, between the Parties
                relating to these transactions.

            


    

     

    
      	
              17.2

            	
              Each
                Party acknowledges that in agreeing to enter into this Agreement
                it has
                not relied on any representation, warranty, collateral contract or
                other
                assurance (except those set out in this Agreement) made by or on
                behalf of
                the other Party before the entering into of this Agreement. Each
                Party
                waives all rights and remedies which, but for this sub-clause, might
                otherwise be available to it in respect of any such representation,
                warranty, collateral contract or other
                assurance.

            


    

     

    
      	
              18.

            	
              GOVERNING
                LAW AND JURISDICTION

            


    

     

    
      	
              18.1

            	
              This
                Agreement is governed by Slovak law. This Agreement is governed by
                the
                provisions of the Commercial Code, save for those disapplied or modified
                by this Agreement.

            


    

     

    
      	
              18.2

            	
              Each
                of the Parties agrees that the application of any provision of Slovak
                law
                that is not of a strictly mandatory nature is expressly excluded
                to the
                extent that it could alter the meaning or purpose of any provision
                of this
                Agreement.

            


    

     

    
      	
              18.3

            	
              Any
                dispute arising out of or in connection with this Agreement (including
                any
                question regarding its existence, validity, binding effect or termination)
                shall be referred to, and finally resolved in arbitration proceedings
                conducted under the Rules of Arbitration of the ICC (the
                Rules). The Rules are deemed to be incorporated by
                reference into this Agreement. The tribunal shall consist of three
                arbitrators who shall be appointed by the parties in writing (pursuant
                to
                the Rules), or if they fail to do so, within twenty-one (21) days
                of the
                day when any of the Parties requested the dispute to be resolved
                by
                arbitration, by one arbitrator appointed pursuant to the Rules. The
                place
                of any such arbitration shall be Vienna and the language of proceedings
                English. The parties will be bound by any resulting arbitral
                award.

            


    

     

    
      	
              19.

            	
              LANGUAGE

            


    

     

    This
      Agreement is executed in two language versions, one in the Slovak language
      and
      one in the English language. All notices, demands, requests, statements,
      certificates or other documents or communications under this Agreement shall
      be
      in English unless otherwise agreed.  In the case of any inconsistency
      or discrepancy between the Slovak version and the English version of this
      Agreement, the English version shall prevail.

     

    
      	
              20.

            	
              TERMINATION
                OR RESCISSION

            


    

     

    
      	
              20.1

            	
              Termination

            


    

     

    This
      Agreement may be terminated as follows:

     

    
      	
               

            	
              (a)

            	
              by
                a written agreement between the Parties from the date specified in
                it;

            


    

     

    
      	
               

            	
              (b)

            	
              by
                the Transferee upon sending a written notice of termination to the
                Transferor being effective from the date of delivery of the notice
                of
                termination to the Transferor, if any of the Conditions are not fulfilled
                or waived on or before the Long Stop
                Date.

            


    

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    
      	
              20.2

            	
              Rescission

            


    

     

    
      	
              (a)

            	
              This
                Agreement may be rescinded by the Transferee upon sending a written
                notice
                of rescission to the Transferor being effective from the date of
                delivery
                of the notice of rescission to the Transferor, if the Council dismisses
                changes to Markíza's Licence under Section 51(3) of the Broadcasting Act
                upon notification of changes resulting from the transactions envisaged
                in
                the application for the Council's prior approval to the transfer
                of a 34%
                participation interest in Markíza from CME submitted to the Council by
                Markíza on 21 June 2007, was discussed at the Council on the oral heading
                on 3 July 2007 and the Transferee adhered to all warranties under
                clause
                10 of this Agreement.

            


    

     

    
      	
              (b)

            	
              Upon
                rescission of this Agreement the Transferor shall
                immediately:

            


    

     

    
      	
               

            	
              (i)

            	
              return
                to the Transferee the
                Consideration;

            


    

     

    
      	
               

            	
              (ii)

            	
              do,
                or procure to be done, all such acts and things and sign and deliver,
                or
                procure to be signed and delivered, all such documents that are necessary
                or reasonable:

            


    

     

    
      	
               

            	
              (A)

            	
              to
                duly acquire the Participation Interest from the Transferee so that
                the
                Participation Interest is re-transferred back to the
                Transferor;

            


    

     

    
      	
               

            	
              (B)

            	
              to
                accept the appointment of the Transferor as an executive of
                Markíza;

            


    

     

    
      	
               

            	
              (C)

            	
              to
                accept the appointment of the Transferor as a member of Markíza's board of
                representatives; and

            


    

     

    
      	
               

            	
              (D)

            	
              to
                procure that Mr
                Fiľo
                accepts his appointment as a member of Markíza's board of
                representatives; and

            


    

     

    
      	
               

            	
              (E)

            	
              to
                perform any action required to comply with a remedy (in Slovak
                náprava) requested by the
                Council.

            


    

     

    
      	
              20.3

            	
              Upon
                the termination or rescission under this clause, the Parties shall
                have no
                liability to each other arising our of this Agreement and all clauses
                of
                this Agreement shall terminate and cease to be
                effective:

            


    

     

    
      	
               

            	
              (a)

            	
              save
                for clauses 1, 8 to 21 and the provisions of Schedule 4 (jointly
                the
                Surviving Provisions) and the remaining provisions of and
                Schedules to this Agreement shall survive the termination or rescission
                and shall continue to be valid to the extent of references to them
                in the
                Surviving provisions; but

            


    

     

    
      	
               

            	
              (b)

            	
              neither
                the lapsing of those provisions nor their ceasing to have effect
                shall
                affect any accrued rights or liabilities of any Party in respect
                of
                damages for non-performance of any obligation under this Agreement
                falling
                due for performance prior to such termination or
                rescission.

            


    

     

    
      	
              20.4

            	
              This
                Agreement cannot be terminated or rescinded otherwise than in accordance
                with this clause 20. The application of provisions of Section 344
                of the
                Commercial Code concerning the reasons for rescission established
                by law
                and other related provisions of the Commercial Code to this Agreement
                is
                hereby expressly excluded to the extent of their conflict with the
                previous sentence.

            


    

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    
      	
              21.

            	
              AMENDMENTS

            


    

     

    This
      Agreement may be only amended by written amendments executed by both Parties.
      Save as provided otherwise in this Agreement, the same shall apply to waivers
      of
      rights under this Agreement.

     

    AS
      WITNESS this Agreement has been signed by the Parties (or their duly
      authorised representatives) on the date stated at the beginning of this
      Agreement.

     

    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    SCHEDULE
      1

     

    THE
      COMPANY

     

    


    
      	
              Company
                name:

            	
              MEDIA
                INVEST, spol. s r.o.

            


    

    


    
      	
              Registered
                office:

            	
              Skuteckého
                23, 974 01 Bratislava

            


    

    


    
      	
              Identification
                No.:

            	
              36
                    044 024

            


    

    


    
      	
              Date
                of incorporation:

            	
              28
                September 2000

            


    

    


    
      	
              Legal
                form:

            	
              limited
                liability company

            


    

     

    
      
        	
                Scope
                  of the Company's business:

              	
                purchase
                  of goods for the purposes of their sale to an end customer in the
                  scope of
                  free trades; purchase of goods for the purposes of their sale to
                  other
                  performers of trades; business and services mediation; advertising
                  and
                  promotional activities; leasing of industrial goods; publication
                  of
                  periodical and non-periodical publications; public opinion researches
                  and
                  communication with the public; mediation activities in the field
                  of
                  sponsorship for the electronic media programmes in tangible and
                  intangible
                  field; sale of time for advertising broadcasting in all regular
                  and
                  irregular blocks of an electronic medium; and usage of results
                  of the
                  creative activities with the consent of the
                  author

              


      

    

     

    
      	
              Executives:

            	
              Ing.
                Milan Fiľo,
                Mr Ján
                Kováčik

            


    

    


    
      	
              Acting
                on behalf of the Company:

            	
              both
                executives represent and sign on behalf of the Company
                jointly

            


    

    


    
      	
              Registered
                capital:

            	
              SKK
                200,000

            


    

    


    
      	
              Supervisory
                Board:

            	
              No

            


    

     

    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    SCHEDULE
      2

     

    MEMORANDUM
      OF ASSOCIATION

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    SCHEDULE
      3

     

    WARRANTIES

     

    PART
      1

     

    WARRANTIES
      REGARDING PRE-COMPLETION ACTIVITIES

     

    After
      the
      execution of this Agreement and prior to Completion, the Company has not made
      any of the following decisions without the prior written consent of the
      Transferee:

     

    
      	
              (a)

            	
              incur
                any expenditure exceeding EURO 5,000 and incur any expenditure in
                relation
                to Taxation exceeding EURO 13,000;
                or

            


    

     

    
      	
              (b)

            	
              dispose
                of or create any Encumbrance in respect of any part of its assets
                (including the Participation Interest in Markíza or any part of it);
                or

            


    

     

    
      	
              (c)

            	
              borrow
                any money or make any payments out of or drawings on its bank account(s);
                or

            


    

     

    
      	
              (d)

            	
              except
                as contemplated under the Transaction Documents, enter into any contract
                or commitment, or:

            


    

     

    
      	
               

            	
              (i)

            	
              make
                or prepay any loan; or

            


    

     

    
      	
               

            	
              (ii)

            	
              fail
                to observe and perform any term or condition of, or waive any rights
                under, any contract or arrangement;
                or

            


    

     

    
      	
               

            	
              (iii)

            	
              contravene
                any statute, order, regulation or the like;
                or

            


    

     

    
      	
               

            	
              (iv)

            	
              do
                or omit to do anything which might result in the termination, revocation,
                suspension, modification or non-renewal of any licence or consent
                held by
                it or the Markíza's Licence; or

            


    

     

    
      	
               

            	
              (v)

            	
              grant
                any power of attorney; or

            


    

     

    
      	
              (e)

            	
              declare,
                make or pay any dividend or other distribution or do or allow to
                be done
                anything which renders its financial position less favourable than
                at the
                date of this Agreement; or

            


    

     

    
      	
              (f)

            	
              grant,
                issue or redeem any mortgage, charge, debenture or other security
                or give
                any guarantee or indemnity; or

            


    

     

    
      	
              (g)

            	
              employ
                any person; or

            


    

     

    
      	
              (h)

            	
              increased
                or decreased its registered capital or agreed to increase or decrease
                its
                registered capital or issued any debenditures, options or any type
                of
                securities; or

            


    

     

    
      	
              (i)

            	
              except
                as contemplated under the Transaction Documents, pass any resolution
                of
                its participants, whether in general meeting or otherwise;
                or

            


    

     

    
      	
              (j)

            	
              form
                any subsidiary or acquire shares in any company or participate in,
                or
                terminate any participation in, any partnership or joint venture;
                or

            


    

     

    
      	
              (k)

            	
              agree,
                conditionally or otherwise, to do any of the foregoing;
                or

            


    

     

    
      	
              (l)

            	
              in
                any other way depart from the ordinary course of its day-to-day
                trading.

            


    

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    PART
      2

     

    OTHER
      WARRANTIES

     

    
      	
              1.

            	
              GENERAL

            


    

     

    
      	
              1.1

            	
              Accuracy
                of recitals and schedules

            


    

     

    The
      particulars relating to the Company and the Participation Interest set out
      in
      the Schedules to this Agreement are true and accurate and there have been made
      no further filings or actions that would change or amend the facts stated
      therein.

     

    
      	
              1.2

            	
              Capacity
                and consequences of the
                transfer

            


    

     

    
      	
              (a)

            	
              The
                Transferor has the requisite capacity, power and authority to enter
                into
                and to perform this Agreement.

            


    

     

    
      	
              (b)

            	
              This
                Agreement and all other documents to be entered into by the Transferor
                in
                connection with this Agreement will, when executed, constitute binding
                obligations of the Transferor in accordance with their respective
                terms.

            


    

     

    
      	
              (c)

            	
              The
                signature of and the compliance with the terms of this Agreement
                does not
                and will not:

            


    

     

    
      	
               

            	
              (i)

            	
              conflict
                with or constitute a default under any provision
                of:

            


    

     

    
      	
               

            	
              (A)

            	
              any
                agreement or instrument to which the Transferor or the Company is
                a
                party;

            


    

     

    
      	
               

            	
              (B)

            	
              the
                constitutional or corporate documents of the
                Company;

            


    

     

    
      	
               

            	
              (C)

            	
              any
                order, judgment, decree or regulation or any other restriction of
                any kind
                by which the Transferor or the Company is bound;
                or

            


    

     

    
      	
               

            	
              (ii)

            	
              relieve
                any other party to a contract with the Company of its obligations
                or
                enable that party to vary or terminate its rights or obligations
                under
                that contract;

            


    

     

    
      	
               

            	
              (iii)

            	
              result
                in the creation or imposition of any Encumbrance on any of assets
                of the
                Company (including the Participation Interest in Markíza) or the repayment
                of any indebtedness of the Company.

            


    

     

    
      	
              (d)

            	
              No
                announcements, consultations, notices, reports or filings are required
                to
                be made in connection with the transactions contemplated by this
                Agreement
                and no consents, approvals, registrations, authorisations or permits
                are
                required to be obtained by the Transferor or the Company in connection
                with the execution and performance of this
                Agreement.

            


    

     

    
      	
              (e)

            	
              There
                are no pending or threatened actions or proceedings by or before
                any court
                or other governmental body or agency which seek to restrain, prohibit
                or
                invalidate the transactions contemplated under this
                Agreement.

            


    

     

    
      	
              1.3

            	
              Constitutional
                and corporate documents

            


    

     

    
      	
              (a)

            	
              The
                Company has been duly incorporated and properly formed, and is validly
                existing under the laws of the jurisdiction of its
                incorporation.

            


    

    
       

      
        	
                (b)

              	
                The
                  list of participants and other books and registers of the Company
                  required
                  by the relevant laws have been maintained properly and no notice
                  or
                  allegation that any of them is incorrect or should be rectified
                  has been
                  received.

              


      

       

    

    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    
      	
              (c)

            	
              All
                returns, resolutions and other documents which the Company is required
                by
                law to file with or deliver have been correctly made up and duly
                filed or
                delivered.

            


    

     

    
      	
              (d)

            	
              The
                copies of the constitutional and corporate documents of the Company
                which
                have been given to the Transferee or its advisers are true and accurate
                and complete, and have not been
                breached.

            


    

     

    
      	
              1.4

            	
              Ownership
                of the Participation
                Interests

            


    

     

    
      	
              (a)

            	
              The
                Transferor is the sole owner of the Participation Interest and has
                the
                full power, right and authority to transfer the Participation Interest
                to
                the Transferee.

            


    

     

    
      	
              (b)

            	
              The
                Participation Interest constitutes 100 per cent. participation interest
                in
                the Company.

            


    

     

    
      	
              (c)

            	
              Contribution
                of the Transferor into the Company has been fully paid up.  The
                paid up contributions have not been
                repaid.

            


    

     

    
      	
              (d)

            	
              No
                person is entitled or has claimed to be entitled to require to issue
                or
                transfer a Participation Interest (including, without limitation,
                warrants
                and options) either now or at any future date and whether contingently
                or
                not.

            


    

     

    
      	
              (e)

            	
              There
                is no Encumbrance on, over or affecting the Participation Interest,
                nor is
                there any commitment to give or create any of the foregoing, and
                no person
                has claimed to be entitled to any of the
                foregoing.

            


    

     

    
      	
              (f)

            	
              The
                Participation Interest carries unrestricted and full voting rights
                as
                provided by law, and the Transferor has 100% of the voting rights
                in the
                Company.

            


    

     

    
      	
              1.5

            	
              Subsidiaries,
                associations and branches

            


    

     

    
      	
              (a)

            	
              The
                Company:

            


    

     

    
      	
               

            	
              (i)

            	
              does
                not hold, nor has it agreed to acquire, any interest of any other
                company
                (except for the Participation Interest in
                Markíza);

            


    

     

    
      	
               

            	
              (ii)

            	
              is
                not, nor has it agreed to become, a member of any partnership (whether
                incorporated or unincorporated) or other unincorporated association,
                joint
                venture or consortium (other than recognised trade associations);
                and

            


    

     

    
      	
               

            	
              (iii)

            	
              does
                not have any branch or any permanent
                establishment.

            


    

     

    
      	
              (b)

            	
              The
                Company is the sole owner of the Participation Interest in
                Markíza.

            


    

     

    
      	
              (c)

            	
              No
                person is entitled or has claimed to be entitled to require to transfer
                the Participation Interest in Markíza (including, without limitation,
                warrants and options) either now or at any future date and whether
                contingently or not.

            


    

     

    
      	
              (d)

            	
              There
                is no Encumbrance on, over or affecting the Participation Interest
                in
                Markíza, nor is there any commitment to give or create any of the
                foregoing, and no person has claimed to be entitled to any of the
                foregoing.

            


    

     

    
      	
              1.6

            	
              Insolvency

            


    

     

    The
      Company:

     

    
      	
               

            	
              (a)

            	
              is
                not, or is not deemed for the purposes of any law to be, unable to
                pay its
                debts as they fall due or
                insolvent;

            


    

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    
      	
               

            	
              (b)

            	
              has
                not admitted its inability to pay its debts as they fall
                due;

            


    

     

    
      	
               

            	
              (c)

            	
              has
                not suspended making payments on any of its debts or announces an
                intention to do so;

            


    

     

    
      	
               

            	
              (d)

            	
              has
                not begun negotiations with any creditor for the rescheduling of
                any of
                its indebtedness;

            


    

     

    
      	
               

            	
              (e)

            	
              has
                not had any step taken with a view to a moratorium or a composition,
                assignment or similar arrangement with any of its
                creditors;

            


    

     

    
      	
               

            	
              (f)

            	
              has
                not had a meeting of its participants, directors or other officers
                convened for the purpose of considering any resolution for, to petition
                for or to file documents with a court for, its winding-up, administration
                or dissolution or passed any such
                resolution;

            


    

     

    
      	
               

            	
              (g)

            	
              has
                not had any person present a petition, or file documents with a court,
                for
                its bankruptcy, composition, winding-up or
                dissolution;

            


    

     

    
      	
               

            	
              (h)

            	
              has
                not had an order for its bankruptcy, composition, winding-up,
                administration or dissolution made;

            


    

     

    
      	
               

            	
              (i)

            	
              has
                not had any liquidator, trustee in bankruptcy or composition, or
                similar
                officer appointed in respect of it or any of its assets;
                and

            


    

     

    
      	
               

            	
              (j)

            	
              has
                had any other analogous step or procedure taken in any jurisdiction,
                or
                should have taken any step mentioned above but has not done
                so.

            


    

     

    
      	
              1.7

            	
              Ownership
                of assets

            


    

     

    The
      Company does not own any assets other than those assets that are shown in
      accounting records of the Company.

     

    
      	
              1.8

            	
              Vulnerable
                prior transactions

            


    

     

    There
      has
      been no transaction pursuant to or as a result of which (i) the Participation
      Interest or (ii) any asset owned, purportedly owned or otherwise held by the
      Company is liable to be transferred or re-transferred to another person or
      which
      gives or may give rise to a right of compensation or other payment in favour
      of
      another person under the law of any relevant jurisdiction.

     

    
      	
              1.9

            	
              Compliance
                with statutes

            


    

     

    Neither
      the Company, nor any of the representatives of the Company, has done or omitted
      to do anything which is a contravention of any statute, order, regulation or
      the
      like which has resulted or may result in any fine, penalty or other liability
      or
      sanction on the part of the Company.

     

    
      	
              1.10

            	
              Licences
                and consents

            


    

     

    The
      Company has, and has at all times complied with the terms and conditions of,
      all
      licences (including statutory licences), authorisations and consents necessary
      to carry on its business as it does at present and (so far as the Transferoris
      aware) no circumstances exist which may result in the termination, revocation,
      suspension or modification of any of those licences, authorisations or consents
      or that may prejudice the renewal of any of them, including the Markíza
      License.

     

    
      	
              1.11

            	
              Insider
                contracts

            


    

     

    
      	
              (a)

            	
              The
                Companyis not a party to any contract or arrangement in which the
Transferor,
                Mr. Fiľo or any person connected with the Transferor
                or Mr. Fiľo is interested, directly or indirectly, nor has there
                been any such contract or arrangement at any time during three years
                ending on the date of this
                Agreement.

            


    

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    
      	
              (b)

            	
              The
                Companyis not a party to, nor have the profits or financial position
                of
                the Company been affected by, any contract or arrangement which is
                not of
                an entirely arm's length nature.

            


    

     

    
      	
              (c)

            	
              Neither
                the Transferor,
                Mr. Fiľo nor any person connected with the Transferor
                or Mr. Fiľo is a party to any contract or arrangement for the
                provision of finance, goods, services or other facilities to or by
                the
                Company or in any way relating to, or to the affairs of, the
                Company.

            


    

     

    
      	
              1.12

            	
              Litigation

            


    

     

    
      	
              (a)

            	
              The
                Companyis not engaged in any litigation, arbitration or alternative
                dispute resolution proceedings and there are no such proceedings
                pending
                or threatened by or against the
                Company.

            


    

     

    
      	
              (b)

            	
              So
                far as the Transferor is aware, there are no circumstances which
                are
                likely to give rise to any litigation, arbitration or alternative
                dispute
                resolution proceedings by or against the
                Company.

            


    

     

    
      	
              (c)

            	
              The
                Companyis not the subject of any investigation, inquiry, enforcement
                proceedings or process by any governmental, administrative or regulatory
                body nor, so far as the Transferor is aware, are there any circumstances
                which are likely to give rise to any such investigation, inquiry,
                proceedings or process.

            


    

     

    
      	
              1.13

            	
              Environmental
                matters

            


    

     

    
      	
              (a)

            	
              The
                Company has at all times complied with all applicable laws concerning
                the
                protection of the environment, human health, the conditions of the
                workplace or the generation, transportation, storage, treatment or
                disposal of any waste.

            


    

     

    
      	
              (b)

            	
              The
                Company has not used, disposed of, generated, stored, treated,
                transported, dumped, released, deposited, buried or emitted any waste
                or
                dangerous substance.

            


    

     

    
      	
              2.

            	
              ACCOUNTS
                AND FINANCIAL

            


    

     

    
      	
              2.1

            	
              Accuracy
                of Accounts

            


    

     

    The
      Accounts:

     

    
      	
               

            	
              (a)

            	
              have
                been prepared in accordance with generally accepted accounting principles
                and practices in Slovakia and the applicable law and
                regulations;

            


    

     

    
      	
               

            	
              (b)

            	
              have
                been prepared by the Accountants;

            


    

     

    
      	
               

            	
              (c)

            	
              state
                the assets and liabilities of the Company and are true and correct
                in all
                respects and fairly present the financial state of affairs of the
                Company
                as at the Accounts Date and of the profit or loss of the Company
                for the
                period ended on the Accounts Date or (as the case may be) in respect
                of
                the periods for which they were
                prepared;

            


    

     

    
      	
               

            	
              (d)

            	
              contain
                either provisions or reserves, as required under generally accepted
                accounting principles in Slovakia and the applicable laws and regulations,
                to cover all Taxation (including deferred Taxation) and other liabilities
                (whether quantified, contingent or otherwise), bad and doubtful accounts
                payable and as at the Accounts
                Date;

            


    

     

    
      	
               

            	
              (e)

            	
              do
                not show any material one-off extraordinary items, including gains;
                and

            


    

     

    
      	
               

            	
              (f)

            	
              have
                been duly filed in accordance with applicable
                law.

            


    

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    
      	
              2.2

            	
              Business

            


    

     

    The
      Company does not trade or conduct any business, but holds the Participation
      Interest in Markíza.

     

    
      	
              2.3

            	
              Books
                and records

            


    

     

    All
      accounts, books, ledgers and other financial records of the
      Company:

     

    
      	
               

            	
              (a)

            	
              have
                been properly maintained and contain accurate records of all matters
                required to be entered in them under the applicable laws;
                and

            


    

     

    
      	
               

            	
              (b)

            	
              give
                a true and fair view of the matters which ought to appear in
                them.

            


    

     

    
      	
              2.4

            	
              Position
                since Accounts Date

            


    

     

    Since
      the
      Accounts Date:

     

    
      	
               

            	
              (a)

            	
              there
                has been no deterioration in the financial position or the prospects
                of
                the Company;

            


    

     

    
      	
               

            	
              (b)

            	
              the
                Company has paid its creditors within the times agreed with them
                and,
                without limiting the foregoing, and the Company has no indebtedness
                other
                than the indebtedness shown in the accounting records of the Company
                all
                of which shall be repaid before the Completion Date;
                and

            


    

     

    
      	
               

            	
              (c)

            	
              no
                event or circumstance has occurred that constitutes a Material Adverse
                Effect.

            


    

     

    
      	
              2.5

            	
              Capital
                commitments

            


    

     

    Except
      as
      expressly disclosed in the Accounts, the Company did not have any commitment
      on
      capital account outstanding at the Accounts Date.  Since the Accounts
      Date the Companyhas not entered into nor agreed to enter into any capital
      commitment.

     

    
      	
              2.6

            	
              Dividends
                and distributions

            


    

     

    
      	
               

            	
              (a)

            	
              No
                dividend or other distribution of profits or assets has been or agreed
                to
                be declared, made or paid by the Company since the Accounts
                Date.

            


    

     

    
      	
               

            	
              (b)

            	
              All
                dividends or other distributions of profits or assets declared, made
                or
                paid since the date of incorporation of the Company have been declared,
                made and paid in accordance with law and its constitutional
                documents.

            


    

     

    
      	
              2.7

            	
              Borrowings,
                loan capital and
                guarantees

            


    

     

    The
      Companydoes not have outstanding any loan capital or any money borrowed or
      raised, including money raised by acceptances or debt factoring, or any
      liability (whether present or future, actual or contingent) in respect of any
      guarantee or indemnity.

     

    
      	
              2.8

            	
              Derivative
                transactions

            


    

     

    The
      Companydoes not have outstanding any obligations in respect of a derivative
      transaction including any foreign exchange transaction.

     

    
      	
              2.9

            	
              Government
                grants

            


    

     

    The
      Companyis not subject to any arrangement for receipt or repayment of any grant,
      subsidy or financial assistance from any governmental department or other
      body.

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    
      	
              2.10

            	
              Loans

            


    

     

    The
      Companyhas not lent any money which has not been repaid to it and does not
      own
      the benefit of any debt (whether present or future, actual or contingent) other
      than those loans provided to the participants of the Company that are shown
      in
      the accounting records of the Company all of which shall be repaid as of the
      Completion Date.

     

    
      	
              2.11

            	
              Bank
                accounts

            


    

     

    
      	
               

            	
              (a)

            	
              The
                statement of the Company's bank accounts as at a date not more than
                two
                days before the date of this Agreement given to the Transferee is
                correct,
                and the Company does not have any bank or deposit account (whether
                in
                credit or overdrawn) not included in that statement.  Since the
                date of that statement there has not been any payment out of any
                of the
                accounts concerned and the balance on each such account is not materially
                different from the balance shown on that
                statement.

            


    

     

    
      	
               

            	
              (b)

            	
              At
                Completion, at least the following sums is available as free cash
                on the
                bank accounts of the Company

            


    

     

    UniCreditBank
      a.s.: 6621240004/1111 – account balance SKK 171.91

     

    UniCreditBank
      a.s.: 1223005006/1111 – account balance SKK 389.65

     

    Tatra
      banka a.s.: 2620704470/1100 – account balance SKK 76,673.73

     

    Tatra
      banka a.s.: 2658480345/1100 – account balance SKK 3,043.36

     

    Tatra
      banka a.s.: 2654704145/1100 – account balance SKK 5,488.53

     

    
      	
              2.12

            	
              Political
                and charitable donations

            


    

     

    The
      Companyhas not incurred any political expenditure or made any political or
      charitable donation in the current or preceding financial year and is not under
      any commitment to do so.

     

    
      	
              3.

            	
              COMMERCIAL

            


    

     

    
      	
              3.1

            	
              Suppliers
                and customers

            


    

     

    In
      last
      three years the Company has had no suppliers or customers except for the
      following:

     

    
      	
               

            	
              (a)

            	
              FORZA,
                a.s., Kuteckého 23, 974 01 Banská Bystrica;
                and

            


    

     

    
      	
               

            	
              (b)

            	
              FK
                DUKLA, a.s., Hutná č. 3, 974 01 Banská Bystrica..

            


    

     

    
      	
              3.2

            	
              Contracts

            


    

     

    The
      Companyis not a party to any contract which is valid and effective, or will
      be
      effective in the future,except for the following:

     

    
      	
               

            	
              (a)

            	
              Agreement
                on Lease of Non-Residential premises dated 17 December 2001 entered
                into
                between the landlord FORZA a.s. (CREDIT PARTNER spol. s r.o.) and
                MEDIA
                INVEST spol. s r.o. for an idefinite period of
                time;

            


    

     

    
      	
               

            	
              (b)

            	
              Agreement
                on current account TATRA BANKA a.s. Bratislava,
                and

            


    

     

    
      	
               

            	
              (c)

            	
              Agreement
                on current account UniCreditBank a.s.
                Bratislava..

            


    

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    
      	
              3.3

            	
              Anti-competitive
                arrangements

            


    

     

    The
      Company is not, and has not been, a party to any agreement or concerted practice
      or involved in any business conduct which infringes any anti-trust or similar
      legislation in any jurisdiction nor has, pursuant to any such legislation,
      given
      any undertaking, applied for negative clearance, exemption, guidance or
      approval, had an order, notice or direction made against it or received any
      request for information or statement of objections from or corresponded with
      any
      court or authority.  The Company has not been in receipt of any state
      aid within the meaning of Article 87(1) EC (formerly Article 92(1) of the EC
      Treaty).

     

    
      	
              3.4

            	
              Intellectual
                property

            


    

     

    
      	
               

            	
              (a)

            	
              The
                Company never had or licensed any intellectual property
                rights.

            


    

     

    
      	
               

            	
              (b)

            	
              No
                activities of the Company infringe or are likely to infringe any
                intellectual property right of any third party and no claim has been
                made
                against the Company or any such licensee in respect of such
                infringement.

            


    

     

    
      	
               

            	
              (c)

            	
              So
                far as the Transferor is aware there has been no unauthorised use
                by any
                person of any confidential information of the
                Company.

            


    

     

    
      	
              3.5

            	
              Business
                names

            


    

     

    The
      Companycarries on business under its own corporate name and under no other
      name.

     

    
      	
              3.6

            	
              Powers
                of attorney

            


    

     

    The
      Companyhas not granted any power of attorney or similar authority which remains
      in force.

     

    
      	
              4.

            	
              TAXATION

            


    

     

    
      	
               

            	
              (a)

            	
              The
                Company maintains adequate and proper records for tax purposes, and
                has
                made all filings of its tax returns.  The Company is not in any
                dispute with any tax authority.

            


    

     

    
      	
               

            	
              (b)

            	
              All
                Taxation of any nature whatsoever for which the Company is and has
                been
                liable or for which the Company is and has been liable to account
                has been
                duly paid (insofar as such taxation ought to have been paid) and
                the
                Company has made all such deductions and retentions as it was obliged
                or
                entitled to make and all such payments in respect of these deductions
                and
                retentions as should have been
                made.

            


    

     

    
      	
               

            	
              (c)

            	
              The
                Company has not paid or become liable to pay, and there are no
                circumstances by reason of which the Company is likely to become
                liable to
                pay, any penalty, fine, surcharge or interest in respect of
                Taxation.

            


    

     

    
      	
               

            	
              (d)

            	
              The
                Company has not received any notice of enquiry or suffered any enquiry,
                investigation, audit or visit by any taxation or excise authority,
                and no
                such enquiry, investigation, audit or visit planned.  The
                Company has not been a party to or otherwise involved in any transaction
                which could be viewed as tax avoidance or tax evasion by a tax
                authority.

            


    

     

    
      	
              5.

            	
              EMPLOYEES

            


    

     

    
      	
               

            	
              (a)

            	
              The
                Company currently has no employees (whether full time or part
                time).

            


    

     

    
      	
               

            	
              (b)

            	
              No
                former employee has an outstanding claim against the Company and
                there are
                no circumstances which might give rise to such
                claim.

            


    

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    SCHEDULE
      4

     

    INTERPRETATION

     

    
      	
              1.

            	
              In
                this Agreement:

            


    

     

    Accounts
      means the balance sheet as at the Accounts Date, profit and loss account and
      cash flow statement for the year ended on the Accounts Date, of the Company
      and
      the notes and directors' reports relating to them, signed by the Accountants
      in
      accordance with Slovak accounting principles;

     

    Accountants
      means ABT Consult, spol. s r.o., Skuteckého 30, 974 01 Banská Bystrica,
      Identification No.: 36 035 041;

     

    Accounts
      Date means 31 December 2006;

     

    Agreement
      on Consideration has the meaning given to it in clause 6;

     

    Broadcasting
      Act means the Act No. 308/2000 Coll. on Broadcasting and Retransmission
      and the amendments to Act No. 195/2000 Coll. on Telecommunications;

     

    Business
      Day means a day (other than a Saturday or Sunday and public holidays in
      the Slovak Republic) on which banks are open for normal business in the Slovak
      Republic and in the Netherlands;

     

    Commercial
      Code means the Slovak Act No. 513/1991 Coll. the Commercial
      Code;

     

    Commercial
      Register means a public register pursuant to Act. No.: 530/2003 Coll.
      on Commercial Register and amending and supplementing certain acts;

     

    Company
      has the meaning given to it in the recitals.

     

    Completion
      Date means the day on which all of the Conditions are satisfied or
      where permitted, waived in accordance with clause 3.2 and the Transferee
      notifies the Transferor of this fact in writing pursuant to clause
      3.6.

     

    Conditions
      means the conditions precedent set out in clause 3 and a Condition
means any of them;

     

    Consideration
      means the consideration for the transfer of the Participation Interest
      to the Transferee as set out in the Agreement on Consideration;

     

    Council
      means the Council for Broadcasting and Retransmission established pursuant
      to
      the Broadcasting Act;

     

    Encumbrance
      means any encumbrance including, without limitation, a pledge, lien, assignment
      by way of security, conditional transfer agreement, option, right of
      pre-emption, or claim of a ownership or other right, by a third
      party;

     

    EURO
      means the currency of the member states of the European Union that
      adopted the euro as their currency pursuant to the EU legislation on Monetary
      Union;

     

    EURIBOR
      means the rate quoted by Reuters (or, if unavailable for four or more
      consecutive Business Days, another generally available screen rate agreed
      between the parties) to the banks in the European interbank market as of 11:00
      hours (Brussels time) on the date on which the amount becomes overdue (or,
      if no
      rate is quoted on such date, the next following date on which a rate is quoted)
      for the offering of deposits in EURO for a period of one (1)
      month);

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    Long
      Stop Date has the meaning given to it in clause 3.3 of this
      Agreement;

     

    Markíza
      means MARKÍZA – SLOVAKIA, spol. s r. o., with its registered office at
      Bratislavská 1/a, Bratislava – Záhorská Bystrica 843 56, Identification number:
      31 444 873, registered in the Commercial Register of District Court Bratislava
      I, section: Sro, insert number: 12330/B;

     

    Markíza's
      Licence means the licence No. T/41 dated 7th August, 1995 for the
      television broadcasting granted by the Council to Markíza, as amended and
      extended;

     

    Participation
      Interest means a participation interest in the Company in the amount of
      100% owned by the Transferor and representing a contribution into the Company
      in
      the nominal value of SKK 200,000.

     

    Participation
      Interest in Markíza means a participation interest in Markíza in the
      amount of 20% owned by the Company and representing a contribution into Markíza
      in the nominal value of SKK 40,000.

     

    Related
      Person means in relation to a person (the subject):
      (a) controlled or controlling persons (ovládaná a ovládajúca osoba) (as
      defined in §66a of the Commercial Code) in relation to any subject; or (b) close
      persons (blízka osoba) (as defined in §116 of the Civil Code) to any
      subject; or (c) connected persons to any subject; or (d) individuals or legal
      persons in which the subject has a direct or indirect interest;

     

    SKK
      means Slovak koruna, the lawful currency of the Slovak
      Republic;

     

    Taxation
      means all forms of taxation, duties, levies, imports and social
      security charges, including, without limitation, corporate income tax, wage
      withholding tax, national health insurance and social security contributions,
      value added tax, customs and excise duties, any type of transfer tax,
      withholding tax, real estate taxes, municipal taxes and duties, environmental
      taxes and duties and any other type of taxes or duties in any relevant
      jurisdiction; together with any interest, penalties, surcharges or fines
      relating thereto, due, payable, levied, imposed upon or claimed to be owed
      in
      any relevant jurisdiction;

     

    Transaction
      Documents means this Agreement, the Agreement on Consideration and the
      documents referred to in any of them and any other agreements executed or to
      be
      executed on the date of this Agreement or on Completion; and

     

    Warranties
      means the representations and warranties given by the Transferor to the
      Transferee in clause 8 and Schedule 3.

     

    
      	
              2.

            	
              Any
                reference, express or implied, to an enactment includes references
                to:

            


    

     

    
      	
               

            	
              (a)

            	
              that
                enactment as re enacted, amended, extended or applied by or under
                any
                other enactment (before or after the signature of this
                Agreement);

            


    

     

    
      	
               

            	
              (b)

            	
              any
                enactment which that enactment re enacts (with or without modification);
                and

            


    

     

    
      	
               

            	
              (c)

            	
              any
                subordinate legislation made (before or after the signature of this
                Agreement) under that enactment, as re enacted, amended extended
                or
                applied as described in paragraph (a) above, or under any enactment
                referred to in paragraph (b) above,

            


    

     

    and
      enactment includes any legislation in any jurisdiction.

     

    
      	
              3.

            	
              In
                this Agreement:

            


    

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    
      	
               

            	
              (a)

            	
              words
                importing the singular shall include the plural and vice
                versa;

            


    

     

    
      	
               

            	
              (b)

            	
              words
                denoting persons shall include bodies corporate and unincorporated
                associations of persons and vice
                versa;

            


    

     

    
      	
               

            	
              (c)

            	
              any
                reference to € is to EURO ; and

            


    

     

    
      	
               

            	
              (d)

            	
              references
                to a party shall include the legal successors, heirs or assigns of
                that
                party.

            


    

     

    
      	
              4.

            	
              A
                person shall be deemed to be connected with another if
                that person is dependent on another (in Slovak "závislá") within
                the meaning of §2 of the Slovak Income Tax Act No. 595/2003
                Coll.

            


    

     

    
      	
              5.

            	
              In
                this Agreement, unless the contrary intention appears, a reference
                to a
                clause, sub-clause, exhibit or schedule is a reference to a clause,
                sub-clause, exhibit or schedule of this Agreement.  The
                schedules and exhibits form part of this
                Agreement.

            


    

     

    
      	
              6.

            	
              The
                headings in this Agreement do not affect its
                interpretation.

            


    

     

    
      	
              7.

            	
              Sub-clauses
                1 to 6 apply unless the contrary intention is expressed in this
                Agreement.

            


    

     

    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    SIGNATORIES

     

     

    TRANSFEROR

    


    


    /s/
      Ján Kováčik

    Ján
      Kováčik

     

    


     

    


     

    TRANSFEREE

     

    CME
      Slovak Holdings B.V.

    


    


    /s/
      Cosmina Simion

    Cosmina
      Maria Simion

    under
      power of attorney