CLOSING AGREEMENT


          This Closing Agreement dated as of December 7, 2001 (this "Agreement")
is hereby made by and among:

          United Pan-Europe  Communications N.V., a corporation  organized under
the laws of The  Netherlands,  having its principal  executive  office at Boeing
Avenue 53, 1119 PE Schiphol Rijk, The Netherlands ("UPC");

          Groupe Canal+ S.A., a corporation  organized under the laws of France,
having its principal executive office at 85/89, quai Andre Citroen,  75711 Paris
Cedex 15, France ("Canal+");

          UPC Polska Inc., a corporation  organized  under the laws of the State
of Delaware,  having its principal executive office at 4643 South Ulster Street,
Suite 1300, Denver, CO 80237 USA ("UPC Polska");

          Polska Telewizja Cyfrowa TV Sp. z o.o., a limited liability organized
under the laws of the Republic of Poland, having its principal executive office
at ul. Szturmowa 2A 02-678 Warsaw, Poland ("PTC"); and

          Telewizyjna Korporacja Partycypacyjna S.A., a joint stock company
organized under the laws of the Republic of Poland, having its registered office
at Kawalerii No. 5, 00-460 Warsaw, Poland ("TKP", and together with Canal+, UPC,
UPC Polska and PTC, each a "Party" and together the "Parties"); and

          Polcom Invest S.A., a joint stock company  organized under the laws of
the Republic of Poland,  having its registered office at ul. Chelmska 21,Warsaw,
Poland ("PolCom"), intervening for purposes of Article 2.1 hereof.



                                    RECITALS

          WHEREAS,  the Parties  entered into a  Contribution  and  Subscription
Agreement on August 10, 2001 (the  "Contribution  and  Subscription  Agreement")
whereby  they  decided  to  combine  the  operations  of TKP and  the  satellite
direct-to-home ("DTH") broadcasting  activities of UPC Polska in Poland in order
to create a common DTH broadcasting platform for the distribution of programming
and services targeted to audiences in Poland;

          WHEREAS,  the UPC, Canal+,  PTC and PolCom entered into a Shareholders
Agreement  on August 10, 2001 (the  "Shareholders  Agreement")  whereby they set
forth  their  agreements  with  respect  to  the  management  of TKP  and  their
respective  rights and  obligations  as  shareholders  of TKP, as of the Closing
Date;

          WHEREAS,  on November 10, 2001, the Polish Office for  Competition and
Consumer  Protection issued a decision granting its consent to the concentration
as  described  in the  antimonopoly  notification  of August 14,  2001,  and the
Parties have determined  that no

<PAGE>

Polish  broadcasting  regulatory  approvals  are  necessary  in  respect  of the
transactions,  in each case as contemplated by the Contribution and Subscription
Agreement;

          WHEREAS,  in the  interest of time and for the benefit of each Party's
business  interests,  the Parties wish, as permitted under Polish law, to hold a
preliminary  closing in respect  of  certain of their  obligations  prior to the
registration by the Polish  Commercial Court of the resolutions of TKP's general
meeting  of  shareholders   authorizing  the  share  capital  increase  and  the
amendments to TKP's statutes  referred to in Article 3.1 of the Contribution and
Subscription Agreement;

          WHEREAS,  at such preliminary  closing,  among other things, PTC shall
contribute  Wizja TV Sp. z o.o.  ("Wizja") and UPC Broadcast  Centre Ltd.  ("UPC
Broadcast")  to TKP and UPC Polska  shall  assign to Canal+ its debt  receivable
under  its  (euro)150   million   shareholder   loan  to  Wizja  in  return  for
consideration in the amount of (euro)150 million;

          WHEREAS, the Parties agree to such preliminary closing, subject to the
terms and  conditions  set forth herein,  which are intended to  supplement  and
amend the Contribution and Subscription Agreement;

          NOW, THEREFORE, the Parties have agreed as follows:

                                    ARTICLE I
                             The Preliminary Closing

          1.1 The Parties  have  carried  out the  following  transactions  at a
closing (the "Preliminary Closing") on the date hereof (the "Preliminary Closing
Date"):

          (a)  Subscription by PTC for Shares of TKP. PTC has  subscribed,  at a
price of 2,149.61  Polish  zlotys per share,  for 317,189  shares of TKP,  which
shall  represent  25% of  the  outstanding  share  capital  of  TKP  immediately
following the issuance of such shares.

          (b)  Contribution  by PTC of Shares of the Contributed  Companies.  In
accordance  with the terms of the share  contribution  agreement  dated the date
hereof,  PTC has  contributed  to TKP and TKP  has  accepted  100% of the  share
capital of Wizja and 100% of the share capital of UPC Broadcast.

          (c) (euro)150  Million UPC  Shareholder  Loan. UPC Polska has assigned
its debt receivable  under its (euro)150  million  shareholder loan to Wizja, as
amended (the "UPC Shareholder Loan") to Canal+ in consideration for a payment of
(euro)150 million (the "UPC Loan Assignment").

          (d) Assignment of Programming  Rights and  Obligations.  In accordance
with the terms and conditions of the Programming Rights Agreement dated the date
hereof (the  "Programming  Rights  Agreement"),  Wizja TV B.V.  has  provided to
Cyfra+ and Wizja TV Sp. z o.o., and Cyfra+ and Wizja TV Sp. z o.o. have assumed,
the programming  rights and  obligations  that directly relate to the UPC Polska
DTH Business,  to the extent and in the manner provided in Article 3.1(h) of the
Contribution and Subscription Agreement.

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<PAGE>

          (e)  Assumption  of  Guarantees.  In  accordance  with the  terms  and
conditions of the Programming  Rights  Agreement and the Deed of Guarantee dated
the  date  hereof,  TKP has  assumed  UPC  Polska's  obligations  under  certain
guarantees  relating to UPC  Polska's DTH  business in  accordance  with Article
3.1(e) of the Contribution and Subscription Agreement.

          (f) Amendment of TKP Statute.  Amendments to TKP's statutes in respect
of PTC's  shareholding  have been  approved and adopted by a  resolution  of the
general  meeting of the  shareholders  of TKP on the date hereof as set forth in
Exhibit I hereto,  which come into force on the date of their  registration with
the Commercial Court of Warsaw.

          (g)  Appointment  of Members  to the  Supervisory  Board of TKP.  By a
resolution of the general meeting of the shareholders of TKP on the date hereof,
as set forth in  Exhibit I hereto,  two  members of the  Supervisory  Board were
dismissed  from office and two persons  selected  by PTC were  appointed  by the
shareholders of TKP. At the same meeting the shareholders approved a conditional
resolution,  as set forth  Exhibit  I  hereto,  dismissing  all  members  of the
Supervisory  Board upon the issuance of the shares described in Article 1 hereof
to PTC.

          (h)  Agreement  to Uplink UPC's  Central  European  DTH  Business.  In
accordance  with  Article   4.3(a)(v)  of  the   Contribution  and  Subscription
Agreement,  the Parties  entered into a letter  agreement  dated the date hereof
whereby TKP agreed to continue to provide  UPC's  Central  European DTH Business
with certain uplink facilities and services.

          1.2 These steps completed at the  Preliminary  Closing shall be deemed
to have  occurred  simultaneously.  The  Parties  agree that  Article III of the
Contribution and Subscription  Agreement is hereby amended to eliminate from the
transactions  required  to be carried  out at the Closing (as defined in Article
3.3 of the Contribution Agreement, the "Closing") those transactions carried out
at the Preliminary Closing.



                                   ARTICLE II
          Interim Undertakings in Respect of the Contributed Companies

          2.1 During the period between the Preliminary Closing and the Closing,
Canal+, PolCom and PTC agree that PTC shall enjoy the following rights under the
Shareholders Agreement, as if such Shareholders Agreement were already effective
and PTC were a holder of twenty five percent (25%) of the issued and outstanding
shares of TKP:

          (a)  All  proposals  made  in  accordance  with  Article  2.2  of  the
Shareholders  Agreement shall be sent in writing to UPC in the same manner as to
the TKP  shareholders.  UPC shall have the opportunity at any time prior to each
such  meeting to express its support of any  proposal  and in the event that UPC
does not give written notice of its support of any such proposal, it may only be
approved with the affirmative  vote of the required  majority of the votes cast,
treating  PTC's 25% of the  shares as not  having  been  voted in support of the
decision, proposal or action;

          (b) Articles  2.5,  2.6 and 2.8 of the  Shareholders  Agreement  shall
apply as between the parties to the Shareholders Agreement;

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<PAGE>

          (c) Articles  3.1,  3.2 and 3.4 of the  Shareholders  Agreement  shall
apply as between the parties to the Shareholders  Agreement,  and the rights and
obligations  of the  parties in respect of the  purchase  or sale of such shares
shall take effect immediately upon Closing; and

          (d) Articles  4.10 and 4.11 of the  Shareholders  Agreement and all of
Article 5 shall apply as between the parties to the Shareholders Agreement.

          2.2  PolCom  hereby  undertakes  not to  transfer  (as  defined in the
Shareholders  Agreement),  directly  or  indirectly,  any of its  shares  in TKP
between the Preliminary Closing and the Closing.

          2.3 For the avoidance of doubt,  the rights granted to PTC pursuant to
Article 2.1 above shall be in addition  to PTC's  rights and  obligations  under
Articles 4.2, 4.4, 4.5 and 4.6 of the Contribution  and Subscription  Agreement,
as amended by this  Agreement,  which shall continue to remain in full force and
effect until the Closing.

          2.4 Canal+ and PolCom hereby  undertake that,  between the date hereof
and the Closing,  the persons  selected by PTC and appointed to the  Supervisory
Board of TKP by the general  meeting of  shareholders  of TKP, as  described  in
Article  1.1(g)  herein,  shall not be dismissed  or replaced  without the prior
written consent of PTC.

          2.5 The Parties  agree that  Article  4.5(b) of the  Contribution  and
Subscription Agreement shall no longer apply after the Preliminary Closing.

          2.6 The Parties agree that none of the transactions carried out in the
Preliminary  Closing shall be deemed to violate the  standstill  provisions  set
forth in Article 4.5 of the Contribution and Subscription Agreement.



                                   ARTICLE III
    Interim Undertakings in Respect of the Amount of the UPC Shareholder Loan

          Upon receipt of (euro)150  million in  consideration  for the UPC Loan
Assignment,  UPC Polska agrees to deposit  (euro)30 million in an escrow account
with Fortis Bank N.V.,  providing that such (euro)30 million may be used solely:
(a) to finance PTC's obligation to provide funding in such amount at the Closing
to TKP, or (b) to reimburse  Canal+ for a portion of its  consideration  paid to
UPC  Polska  for  the  UPC  Loan  Assignment  in  the  event  the   transactions
contemplated  by this Agreement are unwound as contemplated in Article IV below.
The funds in escrow  will be held at  Fortis  Bank  N.V.,  in an  account  to be
identified by UPC Polska as per the escrow agreement entered into as of the date
hereof.  Any interest accruing on the amounts deposited into escrow shall be for
the account of UPC Polska.

                                   ARTICLE IV
                             Failure of Registration

          4.1 In the event that,  for whatever  reason,  the  application to the
Commercial Court of Warsaw to register the TKP share capital increase subscribed
to by PTC is denied,  the Parties  shall  cooperate  to cure the reason for such
rejection of the application and/or to reapply for such  registration,  provided
that such cure does not

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<PAGE>
  substantially  affect the commercial and legal basis of
the transactions contemplated by the Contribution and Subscription Agreement and
this Agreement. If the Parties are unsuccessful in curing such rejection after a
period of six (6) months from the date the application  was first  rejected,  or
the Parties are otherwise required to unwind the transactions pursuant to Polish
law, then the Parties shall unwind all of the  transactions set forth in Article
I of  this  Agreement  as  soon  as  practicable  under  the  circumstances.  In
particular, and without prejudice to the generality of the foregoing:

          (a)  TKP  shall  re-transfer  100%  of the  shares  of  Wizja  and UPC
Broadcast to PTC in accordance  with all  applicable  law and on a cash-free and
debt-free basis (except for the UPC  Shareholder  Loan and trade payables in the
same amount as at the time of the initial transfer); and

          (b) UPC Polska  shall pay Canal+  (euro)150  million and Canal+  shall
reassign  the UPC  Shareholder  Loan to UPC  Polska.  Canal+  hereby  grants its
consent to the use by UPC Polska of the (euro)30 million held in escrow pursuant
to Article III of this Agreement to repay Wizja pursuant to this Article 4.1.

          4.2 The Parties  hereby  agree to resolve in good faith any issues and
to equitably allocate any costs arising out of the unwinding of the transactions
set forth in Article I of this  Agreement  as  contemplated  in this Article IV;
provided,  that this shall be without  prejudice  to the  Parties'  existing and
continuing  rights  and  obligations  under the  Contribution  and  Subscription
Agreement and all other provisions of this Agreement.

                                    ARTICLE V
                 General Undertakings and Additional Amendments
                 to the Contribution and Subscription Agreement

          5.1  The  Parties  hereby  amend  the  Contribution  and  Subscription
Agreement  such that when the term  "Closing" and "Closing Date" are used in the
definition  of  "Transition  Period"  in  Article  I  of  the  Contribution  and
Subscription  Agreement  they shall be replaced  by  "Preliminary  Closing"  and
"Preliminary Closing Date", respectively, as defined in this Agreement.

          5.2  The  Parties  hereby  amend  the  Contribution  and  Subscription
Agreement by deleting in its entirety the text of Article  3.1(c) and  replacing
it with the following:

          "Assignment  of  UPC  Shareholder   Loan.  (i)  At  the  time  of  the
contribution  referred to in Article 3.1(a)(i),  the Contributed Companies shall
be cash free and debt  free  except  for trade  payables  to third  party  trade
creditors incurred in the ordinary course of business and the following:

          (A)  one shareholder loan from UPC Polska to Wizja TV Sp. z o.o. in an
               amount   of(euro)150   million   including   interest  (the  "UPC
               Shareholder Loan");

          (B)  trade  payables  of Wizja TV Sp.z  o.o.  to Wizja TV B.V.  not to
               exceed three million six hundred and fifty thousand U.S.  dollars
               (U.S.$3,650,000.00);

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<PAGE>

          (C)  indebtedness to subsidiaries of UPC not to exceed in an amount of
               one hundred and ninety two million  five  hundred and thirty four
               thousand one hundred Polish Zloty (PLN 192,534,100.00), which UPC
               shall,  or shall cause its  subsidiaries to forgive on January 2,
               2002;

          (D)  in UPC  Broadcast  Centre Ltd.,  approximately  two million seven
               hundred  thousand pounds sterling (GBP  2,700,000.00) in cash and
               an equal amount of debt to UPC Polska; and

          (E)  an amount  payable by Wizja TV Sp. z o.o. to Philips Polska Sp. z
               o.o.  totaling PLN  2,900,000  and a receivable of Wizja TV Sp. z
               o.o. from Philips Polska Sp. z o.o. totaling US$1,000,000.

          (ii)  At  the  Preliminary   Closing,  UPC  Polska  shall  assign  its
receivable  under  the UPC  Shareholder  Loan to  Canal+  for  consideration  of
(euro)150 million (the "UPC Loan Assignment").

          (iii)  The  amount  of  trade   payables   set  forth  in  in  Article
3.1(c)(i)(B) shall be settled by payment of such amount by Wizja TV Sp z o.o. to
Wizja B.V. in three equal  installments  of US$  1,216,666.70 on the dates which
are 30, 60 and 90 days following the Preliminary Closing Date.

          (iv) If the amount  ultimately  received  by Wizja TV Sp. z o.o.  from
Philips  Polska Sp. z o.o.  pursuant  to Article  3.1(c)(i)(E)  is less than PLN
2,900,000,  UPC shall indemnify TKP for the difference between PLN 2,900,000 and
the amount  received and if such amount  received is greater than PLN 2,900,000,
TKP shall cause Wizja TV Sp. z o.o.  to pay UPC for the  difference  between PLN
2,900,000 and the amount received.  The Parties expressly agree that any payment
made  pursuant to this  provision  shall not be subject to the  limitations  set
forth in Article 10.4 herein."

          5.3 For the avoidance of doubt,  the Parties'  obligation  pursuant to
Article 3.1(d) of the Contribution and Subscription  Agreement to extend funding
to TKP shall arise on the Closing Date and not immediately following the capital
increase and  subscription  described in Article  3.1(a)(ii) of the Contribution
and Subscription Agreement.

          5.4 The Parties hereby agree to the reduction of Canal+'s share of the
funding  obligations   pursuant  to  Article  3.1(d)  of  the  Contribution  and
Subscription  Agreement  in an amount equal to the cash balance of the TKP Group
as of December 7, 2001, representing  unallocated cash reserves of TKP as of the
Preliminary  Closing that were  provided by Canal+ and that shall be used by TKP
to enable it to meet its funding requirements following the Preliminary Closing.

          5.5  The  Parties  hereby  amend  the  Contribution  and  Subscription
Agreement  such that each time the term  "Closing" or "Closing  Date" is used in
Article  3.1(h)  of the  Contribution  and  Subscription  Agreement  it shall be
replaced by "Preliminary Closing" or "Preliminary Closing Date" (as applicable),
as defined in this Agreement.

          5.6 The  Parties  hereby  amend  Article 3.3 of the  Contribution  and
Subscription  Agreement  by  replacing  the  first  sentence  thereof  with  the
following:

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<PAGE>

          "The closing of the  transactions  provided for in this Agreement (the
"Closing")  shall be held on the second business day after the receipt by PTC of
a copy of the official confirmation from the Commercial Court of Warsaw that the
share  capital  increase  subscribed  to by PTC has been  registered  with  such
Commercial Court."

          5.7 As soon as possible following the Preliminary  Closing,  TKP shall
file a motion with the Commercial Court of Warsaw to register the resolutions of
the general meeting  shareholders  of TKP approving the share capital  increase,
amending  the  statutes  of the company  and  appointing  two new members to the
Supervisory  Board.  TKP shall make  diligent  inquiries as to the status of its
motion  and  shall  inform  PTC  immediately   following   receipt  of  official
confirmation from the Commercial Court of Warsaw that the share capital increase
subscribed to by PTC has been registered with such Commercial Court, which shall
be issued in the form of an excerpt from the National Court Register.

          5.8  The  Parties  hereby  amend  the  Contribution  and  Subscription
Agreement to provide  that the actions  specified  in Articles  4.1(a),  4.1(b),
4.1(c)  and  4.1(e) of the  Contribution  and  Subscription  Agreement  shall be
undertaken by the Parties on or before the Preliminary Closing.

          5.9  The  Parties  hereby  amend  the  Contribution  and  Subscription
Agreement  to  eliminate  Canal+'s   obligation  under  Article  4.1(d)  of  the
Contribution and Subscription Agreement.

          5.10 The  Parties  hereby  amend  the  Contribution  and  Subscription
Agreement such that the term "Closing" in Article  4.3(c)(i) of the Contribution
and  Subscription  Agreement  shall be replaced  by  "Preliminary  Closing",  as
defined in this Agreement.

          5.11 The  Parties  hereby  amend  the  Contribution  and  Subscription
Agreement to eliminate the Parties'  obligation under Article 4.3(a)(iii) of the
Contribution and Subscription Agreement to enter into an agreement relating to a
Cryptoworks license.

          5.12 The Parties hereby agree that Article 5.1(c) of the  Contribution
and  Subscription  Agreement shall apply at the time of the Preliminary  Closing
and not at the time of the Closing.  For the  avoidance of doubt,  the Net Asset
Value of the  Contributed  Companies  and the TKP  Companies for the purposes of
subsection (x) of such Article shall be calculated as at the Preliminary Closing
rather than as at the Closing.

          5.13 The  Parties  hereby  amend  the  Contribution  and  Subscription
Agreement  such that each time the term "Closing Date" is used in Article 5.1(d)
of  the  Contribution  and  Subscription  Agreement  it  shall  be  replaced  by
"Preliminary Closing", as defined in this Agreement.

          5.14  The  Parties  hereby  amend  and  clarify  Article  VII  of  the
Contribution and Subscription Agreement as follows:

          (a) Article  7.3(b) of the  Contribution  and  Subscription  Agreement
shall be amended to replace the term "Closing" with  "Preliminary  Closing",  as
defined in this  Agreement.  Exhibit  4.1 shall be amended to replace the phrase
"776,918 shares of TKP" with the phrase "951,568 shares of TKP".

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<PAGE>

          (b) Article  7.5(e) of the  Contribution  and  Subscription  Agreement
shall be amended to replace the term "Closing  Date" with  "Preliminary  Closing
Date", as defined in this Agreement.

          (c) Article 7.13 of the Contribution and Subscription  Agreement shall
be amended to replace the term "Closing Date" with  "Preliminary  Closing Date",
as defined in this Agreement.

          5.15 The Parties  hereby amend  Article VIII of the  Contribution  and
Subscription Agreement as follows:

          (a) Article  8.3(a) of the  Contribution  and  Subscription  Agreement
shall be amended to replace the term "Closing" with  "Preliminary  Closing",  as
defined in this Agreement.

          (b)  Article  8.5(a)  and  (e) of the  Contribution  and  Subscription
Agreement shall be amended to replace the term "Closing Date" with  "Preliminary
Closing Date", as defined in this Agreement.

          (c) Schedule 8.7 is hereby amended to add the following:

"4. A potential claim by Polymus  Dystrybucja Sp. z o.o.  against Wizja TV Sp. z
o.o. seeking damages for loss of income under the distribution agreement."

UPC hereby  indemnifies  Canal+ and its affiliates for any damages arising under
such claim  relating to actions taken by UPC or any of its  affiliates  prior to
the Preliminary Closing.

          (d) Article 8.13 of the Contribution and Subscription  Agreement shall
be amended to replace the term "Closing Date" with  "Preliminary  Closing Date",
as defined in this Agreement.

          5.16 The  Parties  hereby  amend  Article  X of the  Contribution  and
Subscription Agreement as follows:

          (a) all references to the term  "Closing",  either alone or as part of
another  defined  term,  shall be replaced and read as meaning the  "Preliminary
Closing",  as defined in this  Agreement.  For the avoidance of doubt, it is the
intention of the Parties that the post-closing  adjustment procedure and related
provisions  set forth in  Article X be carried  out  immediately  following  the
Preliminary  Closing and take, as a valuation date and date for the  preparation
of financial accounts, the Preliminary Closing Date.

          5.17 The Parties hereby agree that all provisions of Contribution  and
Subscription  Agreement,  except for those  expressly  waived or amended herein,
remain in full force and effect.

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                                   ARTICLE VI
                                  Miscellaneous

          6.1 Confidentiality.

          The  Parties  agree  and  acknowledge  that the  provisions  regarding
confidentiality of information set forth in Article 11.1 of the Contribution and
Subscription   Agreement  shall  apply,  mutatis  mutandis,  to  the  terms  and
provisions of this Agreement.

          6.2 Governing Law; Disputes.

          The mutual  obligations of the Parties  hereunder shall be governed by
Belgian law (excluding  Belgian  conflict of laws rules) and any other provision
of  Belgian  corporate  law  under  which  any  provision  hereof  may be deemed
unenforceable.  Accordingly, the Parties hereby irrevocably waive their right to
invoke against each other any applicable  mandatory provision of Polish law that
may conflict with the provisions of this Agreement.

          Any dispute arising in connection with this Agreement shall be finally
settled under the Rules of  Conciliation  and  Arbitration of the  International
Chamber of Commerce  (the "ICC") as existing as of the date of  commencement  of
the  arbitration  proceedings  by an  arbitral  tribunal  composed  of three (3)
arbitrators designated by the ICC in accordance with said Rules. The arbitration
proceedings shall take place in Brussels,  Belgium and shall be conducted in the
English  language.  The arbitral  award shall be binding upon the parties to the
arbitration  and  judgment  upon any award  rendered may be entered in any court
having  jurisdiction.  The prevailing party in the arbitration shall be paid the
arbitration fees and reasonable attorneys fees and expenses incurred by it.

          Notwithstanding the provisions of this Article 11.2, the Parties agree
that,  prior to any Party  submitting to  arbitration  of any claim,  dispute or
disagreement (each, a "Disagreement") arising in connection with this Agreement,
such Party shall notify such  Disagreement  to the other Party,  after which the
senior  management of the Parties shall  negotiate in good faith for a period of
thirty (30) days to resolve such Disagreement. If at the end of such thirty (30)
day  period,  the  Disagreement  persists,  there  shall be a  fifteen  (15) day
cooling-off  period,  after which there shall be a further period of thirty (30)
days of negotiations  which shall include at least one  face-to-face  meeting of
the chief  executive  officer,  chief  operating  officer and/or chief financial
officer of each of Canal+ and UPC.

          6.3 Severance.

          If any  provisions of this  Agreement or any part thereof are rendered
void,  illegal or  unenforceable  in any  respect,  the Parties  shall use their
reasonable  efforts to substitute for such provisions  valid  provisions that in
their  economic  effect  come so close to the  original  provisions  that it can
reasonably  be assumed  that the  Parties  would have  executed  this  Agreement
including the new provisions. In the event that such provisions cannot be found,
the  invalidity,  illegality  or  unenforceability  of  any  provision  of  this
Agreement shall not affect the validity of the Agreement as a whole,  unless the
invalid  provisions are of such  essential  importance to this Agreement that it
can be  reasonably  assumed  that  the  Parties  would  not have  executed  this
Agreement without the invalid provisions.

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<PAGE>

          6.4 Entire Agreement.

          This  Agreement  and  the  Contribution  and  Subscription   Agreement
constitute  the entire  agreement  among the  Parties.  To the extent there is a
conflict   between  the  terms  of  this  Agreement  and  the  Contribution  and
Subscription Agreement, the terms of this Agreement shall prevail.

          This  Agreement  may  not  be  modified  or  terminated  except  by an
instrument  in writing  signed by each of the Parties and, in respect of Article
2.1, by PolCom.

          6.5 Headings and Defined Terms

          The headings  contained  herein are for convenience only and shall not
control  or  affect  the  meaning  or  construction  of any  provision  of  this
Agreement. Capitalized terms not otherwise defined herein shall have the meaning
attributed to them in the Contribution and Subscription Agreement.

          6.6 Language.

          It is expressly  provided  that as between the  Parties,  the original
English version of this Agreement  shall be the only binding  document and that,
in the event of any  discrepancy  between the original  English  version and its
Polish translation, the former shall prevail.

          6.7 Notices.

          All notices to be given by any Party to the others in connection  with
this  Agreement  shall be given in  writing  in English in the manner and to the
address   provided  in  Article  11.12  of  the  Contribution  and  Subscription
Agreement.

          6.8 Counterparts.

          This  Agreement  may  be  executed  in  counterparts.   Each  separate
counterpart  together with such other counterparts  having the signatures of all
Parties shall form one original.

                                       10
<PAGE>


IN WITNESS  WHEREOF,  the Parties  have caused this  Agreement to be executed in
five (5) original counterparts as of the date first indicated hereof.




                                    GROUPE CANAL+ S.A.


                                    By:
                                        ----------------------------------------



                                    UNITED PAN-EUROPE COMMUNICATIONS N.V.


                                    By:
                                        ----------------------------------------


                                    By:
                                        ----------------------------------------



                                    TELEWIZYJNA KORPORACJA PARTYCYPACYJNA S.A.


                                    By:
                                        ----------------------------------------

                                       11
<PAGE>

                                    UPC POLSKA, INC.


                                    By:
                                        ----------------------------------------



                                    By:
                                        ----------------------------------------



                                    POLSKA TELEWIZJA CYFROWA WIZJA TV SP. Z O.O.


                                    By:
                                        ----------------------------------------


                                    By:
                                        ----------------------------------------



Agreed to for the purposes of Article 2.1 only



                                    PolCom Invest S.A.



                                    By:
                                        ----------------------------------------

                                       12
<PAGE>


                                    EXHIBIT I



















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