Execution Copy

                             SHAREHOLDERS AGREEMENT


         This Shareholders Agreement, dated August 10, 2001 (this "Agreement"),
is hereby made by and among:


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


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


         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+");


         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" and together with UPC, PTC and Canal+, the "Parties").


                               W I T N E S S E T H


         WHEREAS, Canal+ owns an interest in the share capital of Telewizyjna
Korporacja Partycypacyjna S.A. ("TKP" or the "Company"), a pay-television
company which through wholly-owned subsidiaries, among other things, creates,
produces, develops and acquires programming to produce and operate a premium
pay-television channel and a digital satellite direct-to-home ("DTH")
broadcasting service targeted to audiences in Poland;

         WHEREAS, UPC owns 100% of the share capital of UPC Polska Inc. ("UPC
Polska"), a company that, directly or indirectly through subsidiaries or
minority interests in Polish companies, among other things, operates cable
networks and a digital satellite DTH broadcasting service targeted to, and
creates, produces, develops and acquires programming for, audiences in Poland;

         WHEREAS, Canal+ and UPC have decided to combine the operations of TKP
and the DTH operations of UPC Polska in order to create a common DTH
broadcasting platform for the distribution of programming and services targeted
to audiences in Poland;

         WHEREAS, on the date hereof, Canal+, UPC, UPC Polska, PTC and TKP have
entered into a Contribution and Subscription Agreement to achieve this
combination (the "Contribution and Subscription Agreement");

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         WHEREAS, pursuant to the Contribution and Subscription Agreement, UPC
has agreed to cause to be contributed certain assets identified therein to TKP
in consideration for the issuance by TKP of shares of TKP to PTC;

         WHEREAS, upon consummation of the transactions contemplated in the
Contribution and Subscription Agreement, Canal+ shall own 49% of the share
capital of TKP, PolCom shall own 26% of the share capital of TKP and PTC shall
own 25% of the share capital of TKP;

         WHEREAS, Canal+, PolCom, UPC and PTC wish to set forth herein their
agreements with respect to the management of the Company and their respective
rights and obligations as shareholders of the Company.

         NOW, THEREFORE, the Parties agree as follows:


                                    ARTICLE I

                                   DEFINITIONS

         In addition to the terms defined elsewhere herein, for purposes of this
Agreement, the following terms shall have the meanings specified below (terms
defined in the singular or the plural include the plural or the singular, as the
case may be).

         "Affiliate" means, with respect to any Person, any entity, directly or
         indirectly, Controlling, Controlled by, or under common Control with,
         such Person.

         "Agreement" shall mean this Agreement and any schedules, exhibits and
         certificates attached to this Agreement.

         "Bankruptcy" shall mean, with respect to a Person, the initiation by
         such Person, its creditors or public authorities of proceedings (i) to
         liquidate and distribute such Person's remaining assets among its
         creditors and to thereby discharge such Person from any further
         obligation to repay its creditors or (ii) to restructure and reorganize
         such Person's debt structure.

         "Business Plan" shall mean the ten-year business plan attached as
         Exhibit 4.2(b) to the Contribution and Subscription Agreement.

         "Broadcasting Law" means the Polish Radio and Television Act of 1992
         (Journal of Laws, 1993, no. 7, item 34), as amended from time to time,
         or any law replacing such Act and covering the same subject matter.

         "Competitor" shall mean, for the purposes of Article 3.1 and Article V,
         with respect to any Person, any other Person who is a strategic
         investor, operator or significant shareholder in a business that
         directly competes with a material business unit of such Person.

         "Control", as used with respect to any Person and in any tense, shall
         mean the possession, directly or indirectly, of the power to direct or
         cause the direction of the management and policies of such Person,
         whether through the ownership of voting securities, by contract or
         otherwise.

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         "DTH Business" means the ownership, management or operation of any
         Pay-Television Service transmitted by direct-to-home satellite for
         which a fee is received from viewers in Poland, either directly or
         indirectly, through a carrier, together with all activities directly
         related thereto.

         "Fair Market Value" has the meaning set forth in Article 3.4.

         "Group Company", with respect to a party, means any other Person in
         which any Person that Controls such party holds, directly or
         indirectly, a majority of the voting rights.

         "Liberty Media Group" means Liberty Media Corporation, a corporation
         organized under the laws of Delaware, with its principal executive
         office at 9197 South Peoria Street, Englewood, Colorado 80112.

         "Operating Company" means any of the following companies: Polska
         Korporacja Telewizyjna Sp. z o.o., Cyfra + S.A., UPC Broadcast Centre
         Limited, Wizja TV Sp. z o.o. and their subsidiaries and any other
         company or entity hereafter acquired or created by TKP.

         "Pay-Television Service" means any television channel or other
         television-based service for which a fee is received from viewers in
         Poland, either directly, or indirectly through a carrier.

         "Person" means an individual, sole proprietorship, corporation,
         partnership, limited partnership, joint venture, trust, unincorporated
         organization, mutual company, joint stock company, estate, union,
         employee organization, bank, trust company, land trust, business trust
         or other organization, or a governmental body, or their equivalent
         under the applicable legal system.

         "Polish Persons" shall mean individuals of Polish nationality resident
         in Poland or legal entities incorporated or organized in Poland which
         do not constitute foreign persons or persons controlled by foreign
         persons for the purposes of the Broadcasting Law.

         "Polishness" shall mean, as the case may be, the possession by a Person
         of Polish Person status or the requirements of the Broadcasting Law in
         respect of Polish Persons.

         "Premium Pay-Television Business" means the ownership, management or
         operation in Poland of any Premium Pay-Television Channel but for the
         avoidance of doubt does not include the mere carriage or distribution
         of the same.

         "Premium Pay-Television Channel" means any Pay-Television Service
         available for a monthly subscription fee and employing a programming
         concept based primarily on first-run movies or premium sports or a
         combination of both.

         "Shareholder" means each of Canal+, PolCom and PTC and any other party
         who shall become a shareholder of TKP in compliance with this Agreement
         and a party to this Agreement, including but not limited to pursuant to
         Article 4.8 hereof (collectively, the "Shareholders").

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         "Subsidiary" means, with respect to any Person, any entity, in which
         such Party holds directly or indirectly more than fifty percent (50%)
         of the voting rights.

         "TKP Statute" means the statute of TKP. The amended version of the TKP
         Statute shall be adopted, at the latest, on the Closing Date
         substantially in the form attached as Exhibit 3.1 (f) to the
         Contribution and Subscription Agreement.

         "Transfer" shall mean, in any tense, the direct or indirect sale,
         transfer, pledge, assignment or other disposition of or mortgage,
         hypothecation, or other encumbrance or permitting or suffering of any
         encumbrance of all or any part of the equity interests in a Person.

         "UGC" means UnitedGlobalCom Inc., a corporation organized under the
         laws of Delaware, with its principal place of business at 4643 South
         Ulster Street, Denver, CO 80237, USA.

         "Victory" means Vivendi Universal S.A., a corporation organized under
         the laws of France, with its principal executive office at 42, avenue
         de Friedland, 75008 Paris, France.

         "Video On Demand Service" means the aggregation of video content for
         delivery through a cable, DTH, DSL or similar distributor to end users
         in Poland who pay for access to such content for a limited period of
         time, including without limitation on a pay-per-view, near video on
         demand or video on demand basis.

                                   ARTICLE II

                              CORPORATE GOVERNANCE

2.1      General; Purpose

         (a)      The purpose of TKP shall be to manage, operate and develop the
                  DTH Business and the Premium Pay-Television Business of the
                  Shareholders in Poland.

         (b)      TKP shall be managed in accordance with the provisions of this
                  Agreement, the TKP Statute and the Polish Commercial Code.

2.2      Shareholder Meetings

         (a)      Except as set forth in Article 2.8 or otherwise required by
                  Polish law to be decided by a greater majority, all decisions,
                  proposals and actions of the General Meeting of Shareholders
                  of TKP shall be taken or approved only with the affirmative
                  vote of more than sixty percent (60%) of votes cast at a
                  General Meeting of Shareholders.

         (b)      A meeting of the Shareholders shall be valid and empowered to
                  adopt valid resolutions if all the Shareholders shall have
                  been notified of such meeting and if the holders of at least a
                  majority of the issued and outstanding shares of TKP are in
                  attendance, provided, that a meeting of the Shareholders of
                  TKP shall not be empowered to take a Required Joint Decision
                  unless at least one

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                  representative from PTC is in attendance. If the foregoing
                  quorum is not achieved at any meeting due to the absence of
                  PTC's representative, the immediately subsequent meeting shall
                  be empowered to adopt the same resolution or resolutions
                  (including Required Joint Decisions) independent of the number
                  or identity of the members present, provided that all
                  Shareholders were duly notified of such meeting and provided
                  that all decisions submitted to the Shareholders were
                  specifically set forth in the meeting agenda.

         (c)      The Shareholders agree to exercise any powers they may have as
                  shareholders and to vote their shares in favor of any
                  resolution proposed in order to give effect to this Agreement
                  and not to vote their shares against any resolution proposed
                  which would be contrary to the provisions of this Agreement.

2.3      TKP Supervisory Board

         (a)      The TKP Supervisory Board shall be composed of eleven (11)
                  members, including a Chairman.

         (b)      Based on the shareholding structure of TKP immediately
                  following the Closing (as defined in the Contribution and
                  Subscription Agreement), Canal+ shall be entitled to appoint
                  five (5) members, PolCom shall be entitled to appoint three
                  (3) members and PTC shall be entitled to appoint three (3)
                  members of the Supervisory Board. Such members shall be
                  appointed by the Shareholders at the Closing. In the event of
                  changes in the shareholding structure of TKP after the
                  Closing, each Shareholder shall be entitled to appoint a
                  number of members of the Supervisory Board proportionate to
                  its shareholding in TKP.

         (c)      Decisions and actions of the TKP Supervisory Board shall be
                  taken or approved only with the affirmative vote of more than
                  sixty percent (60%) of the votes cast at a meeting thereof,
                  except as provided in Article 2.8.

         (d)      The term of office of the members of the TKP Supervisory Board
                  shall be two (2) years.

         (e)      A member of the TKP Supervisory Board may be dismissed at any
                  time, with or without giving reasons, only by the Shareholder
                  that designated such member.

         (f)      If a member of the TKP Supervisory Board is dismissed or
                  ceases to be a member of the Board, the Shareholder that
                  designated such member (provided such Shareholder still holds
                  the necessary percentage of TKP's share capital) shall
                  designate a replacement member to serve out the remainder of
                  the departing member's term of office.

         (g)      The term of office of any member of the TKP Supervisory Board
                  shall automatically expire if the Shareholder that designated
                  such member ceases to own the percentage of TKP's share
                  capital that would be required to designate such member
                  pursuant to Article 2.3(b), provided, that for purposes of
                  determining such percentage, the composition of the TKP
                  Supervisory Board at Closing as set forth in the first
                  sentence of Article 2.3(b) shall prevail until

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<PAGE>
                  changes affecting the Shareholders' respective percentage
                  shareholdings in TKP occur.

         (h)      The Chairman of the TKP Supervisory Board shall be designated
                  by Canal+. The Chairman shall not have a tie-breaking vote by
                  virtue of his position.

         (i)      A meeting of the TKP Supervisory Board shall be convened by
                  its Chairman upon his own initiative, or by request of the TKP
                  Management Board, or by request of any member of the TKP
                  Supervisory Board. The members of the TKP Supervisory Board
                  shall be notified of the date, time and proposed agenda of
                  meeting by registered letter or telefax (confirmed by a
                  registered letter) sent at least seven days prior to the
                  scheduled date of a meeting. Meetings of the TKP Supervisory
                  Board shall take place at the headquarters of TKP, unless all
                  members of the TKP Supervisory Board agree otherwise.

         (j)      A meeting of the TKP Supervisory Board shall be valid and
                  empowered to adopt valid resolutions if all the members
                  thereof shall have been notified of such meeting in accordance
                  with Article 2.3(i) and if at least a majority of the members
                  of the Supervisory Board are in attendance; provided, that a
                  meeting of the TKP Supervisory Board shall not be empowered to
                  take a Required Joint Decision unless at least one member of
                  the TKP Supervisory Board appointed by PTC is in attendance.
                  If the foregoing quorum is not achieved at any meeting due to
                  the absence of PTC's representative, the immediately
                  subsequent meeting shall be empowered to adopt the same
                  resolution or resolutions (including Required Joint Decisions)
                  independent of the number or identity of the members present,
                  provided that all members were duly notified of such meeting
                  in accordance with Article 2.3(i).

         (k)      A majority of the members of the TKP Supervisory Board shall
                  consist of Polish Persons. Canal+ shall have a priority right
                  to designate up to three (3) non-Polish Persons to the TKP
                  Supervisory Board. So long as PTC holds, directly or
                  indirectly, at least 18% of the share capital of TKP, PTC
                  shall have a priority right to designate up to two (2)
                  non-Polish Persons to the TKP Supervisory Board.

         (l)      No member of the TKP Supervisory Board shall be entitled to
                  any remuneration for their services as a TKP Supervisory Board
                  member and no cost or expense of such member shall be
                  reimbursed by TKP; provided, that the President of the TKP
                  Supervisory Board may be compensated and have his expenses
                  reimbursed in a manner consistent with the arrangements in
                  effect on the date of this Agreement.

2.4      TKP Management Board

         (a)      The TKP Management Board shall be composed of a number of
                  members to be determined by the TKP Supervisory Board,
                  including a President who shall be proposed by Canal+.
                  Initially, at the time of the Closing, the TKP Management
                  Board shall be composed of three (3) members.

         (b)      The members of the TKP Management Board shall be appointed by
                  the TKP Supervisory Board.

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<PAGE>

         (c)      The by-laws of the TKP Management Board shall be adopted, and
                  may be amended from time to time, by the TKP Supervisory
                  Board. The by-laws shall set forth, among other things, the
                  eligibility requirements for, and term of office of, the
                  members of the TKP Management Board and the decision-making
                  procedures of the TKP Management Board.

         (d)      A majority of members of the TKP Management Board shall be
                  Polish Persons.

2.5      Related Party Transactions

         Except with the consent of the other Shareholders, neither TKP nor any
         of its Operating Companies shall enter into any agreement with a
         Shareholder or any Affiliate or Group Company of such Shareholder
         unless such agreement is first presented to the TKP Supervisory Board
         and is on an arms-length basis, beneficial to TKP's business interests
         and consistent with ordinary business practice.

2.6      Voting of Shares in Subsidiaries.

         The voting rights of TKP as a shareholder in each Operating Company
         shall be exercised by the TKP Management Board. Directors, officers and
         employees of each Operating Company shall conduct the operations of
         such Operating Company in a manner consistent with the policies adopted
         from time to time by the TKP Management Board and the provisions of
         this Agreement.

2.7      Compliance with Polish Ownership Requirements

         (a)      Polishness

                  (i)      PolCom represents that it is a Polish Person as of
                           the date of this Agreement and will be a Polish
                           Person on the Closing Date.

                  (ii)     PTC represents that it is a Polish Person as of the
                           date of this Agreement and will be a Polish Person on
                           the Closing Date.

         (b)      Consequence of Changes

                  If a Shareholder who was a Polish Person at the time it
                  acquired its shares of TKP ceases for any reason to be a
                  Polish Person, then unless such Shareholder cures the loss of
                  Polishness within 60 days or such shorter period as may be
                  required by law or by a relevant government authority to cure
                  a loss of Polishness, then:

                  (i)      If the Shareholder ceases to be a Polish Person
                           solely due to changes in Polish law, then the shares
                           of such Shareholder may be redeemed without the
                           consent of such Shareholder upon a resolution of the
                           TKP General Meeting of Shareholders taken or approved
                           by a 60% majority of votes cast. The consideration
                           for the redeemed shares shall be their Fair Market
                           Value on the date of redemption. Each Shareholder
                           shall vote its shares in favor of such redemption.

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<PAGE>
                  (ii)     If PTC ceases to be a Polish Person for any other
                           reason within its control, the other Shareholders
                           shall be entitled, upon thirty (30) days notice to
                           TKP and PTC, to convert their existing shareholder
                           loans to TKP into equity by subscribing to additional
                           shares of TKP in a manner consistent with the
                           Broadcasting Law. The price per share of the shares
                           of TKP so subscribed shall be equal to one-third of
                           the Fair Market Value of TKP at such date, divided by
                           the number of TKP shares outstanding immediately
                           prior to such capital increase. PTC shall not be
                           entitled to preferential subscription rights in
                           respect of such capital increase. Each Shareholder
                           shall vote its shares in favor of such capital
                           increase.

                  (iii)    If PolCom ceases to be a Polish Person for any other
                           reason within its control, PTC shall be entitled,
                           upon thirty (30) days notice to TKP and the other
                           Shareholders, to convert its existing shareholder
                           loans to TKP into equity by subscribing to additional
                           shares of TKP in a manner consistent with the
                           Broadcasting Law. The price per share of the shares
                           of TKP so subscribed shall be equal to one-third of
                           the Fair Market Value of TKP at such date, divided by
                           the number of TKP shares outstanding immediately
                           prior to such capital increase. The other
                           Shareholders shall not be entitled to preferential
                           subscription rights in respect of such capital
                           increase. Each Shareholder shall vote its shares in
                           favor of such capital increase.

         (c)      Transfers to Non-Polish Persons

                  No Shareholder that was a Polish Person at the time it
                  acquired its shares in TKP shall Transfer its shares to a
                  non-Polish Person without the prior written consent of the
                  other Shareholders.

         (d)      Termination of Polish Ownership Restrictions

                  The provisions of this Agreement requiring that a Shareholder
                  or members of the TKP Supervisory Board or TKP Management
                  Board be Polish Persons shall cease to have effect if at any
                  time the maintenance of Polishness is no longer a condition to
                  the maintenance by TKP and its Operating Companies of any
                  license material to TKP's DTH Business or Premium
                  Pay-Television Business.

2.8      Certain Minority Shareholder Rights and Related Covenants

         (a)      Required Joint Decisions

                  For so long as PTC holds, directly or indirectly, at least 10%
                  of the issued and outstanding shares of TKP, the following
                  actions (each a "Required Joint Decision") shall require the
                  prior approval of the TKP Supervisory Board including the
                  affirmative vote of at least one representative of PTC:

                  (i)      amendments to the TKP Statute that would adversely
                           affect any rights granted to PTC under this Agreement
                           or the TKP Statute;

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                  (ii)     the statutory merger of TKP with any other Person;

                  (iii)    the dissolution of TKP;

                  (iv)     the sale by TKP of a significant continuing business
                           activity to any Person;

                  (v)      any capital increase to which all Shareholders are
                           not entitled to subscribe, except in each case as
                           otherwise provided in this Agreement;

                  (vi)     except as provided in Article 2.7, the redemption of
                           shares of TKP, the repurchase by TKP of its own
                           shares or any reduction in the share capital of TKP;

                  (vii)    the pursuit by TKP of any activity other than the DTH
                           Business or Premium Pay-Television Business; and

                  (viii)   the incurrence by the TKP Companies of third party
                           indebtedness for borrowed money where such incurrence
                           would cause the consolidated net third party
                           indebtedness for borrowed money of the TKP Companies
                           to exceed five times estimated EBITDA (i.e. earnings
                           before interest, taxes, depreciation and
                           amortization) for the current year.

                  For so long as PTC holds, directly or indirectly, at least 10%
                  of the issued and outstanding shares of TKP, any Required
                  Joint Decision that requires the approval of the shareholders
                  of TKP under Polish law shall require the affirmative vote of
                  PTC, in addition to any majority otherwise required by
                  applicable law.

         (b)      Shareholder Loans

                  Canal+ undertakes that it shall not make directly or through
                  an Affiliate any shareholder loan to TKP or any of its
                  Subsidiaries unless such loan ranks pari passu with any
                  outstanding shareholder loan made to TKP by PTC, Canal+ or its
                  Affiliates pursuant to Article 3.1(c) and (d) of the
                  Contribution and Subscription Agreement.

         (c)      Information Rights

                  In advance of any meeting of the TKP Supervisory Board or the
                  shareholders of TKP at which a Required Joint Decision shall
                  be considered, TKP shall furnish PTC with appropriate factual
                  information concerning the Required Joint Decision to enable
                  PTC to make an informed decision.

         (d)      Capital Increases

                  (i)      Except as otherwise provided in this Agreement, in
                           the event of a TKP capital increase, each Shareholder
                           shall have the right to subscribe to

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                           additional shares of TKP on a pro rata basis in order
                           to maintain its then-current percentage of TKP's
                           share capital.

                  (ii)     Except as provided in Article 2.7 and Article 5.2(d),
                           all capital increases of TKP shall be made at Fair
                           Market Value.

                  (iii)    Prior to subscribing to any capital increase, any
                           Person not a party to this Agreement shall first be
                           required to execute and deliver an instrument
                           evidencing the agreement of such Person to be bound
                           by the provisions of this Agreement.

         (e)      Financing Policy

                  The Shareholders agree that to the extent that TKP requires
                  additional funding, prior to seeking additional capital
                  contributions from the Shareholders, TKP shall first use
                  reasonable efforts to arrange third-party debt financing.

2.9      Dividend Policy

         The Shareholders agree to vote their shares at the TKP General Meeting
         of Shareholders to cause TKP to distribute dividends to the
         Shareholders on a pro rata basis in an aggregate amount equal to 75% of
         net profits legally available for distribution by TKP as dividends
         (after mandatory write-offs and provision for losses) calculated in
         accordance with Polish generally accepted accounting principles.


                                   ARTICLE III

                         CHANGE OF CONTROL OR BANKRUPTCY
                             OF CERTAIN SHAREHOLDERS

3.1      Change of Control of UPC or UGC

         (a)      If at any time an event has occurred as a result of which a
                  Competitor of Canal+ or Vivendi Universal is to acquire,
                  directly or indirectly, Control of UPC or UGC (or Liberty
                  Media Group, at any time following an acquisition by Liberty
                  Media Group of Control of UPC or UGC), then:

                  (i)      UPC shall give notice (a "Control Notice") to Canal+
                           of such event no later than sixty (60) days prior to
                           the closing date of such transaction (the
                           "Transaction Closing Date"), and Canal+ shall
                           thereupon have the option, exercisable by notice to
                           UPC within thirty (30) days of receipt of the Control
                           Notice, to acquire or cause to be acquired from PTC
                           all, but not part, of PTC's shares in TKP at a price
                           equal to the Fair Market Value thereof as determined
                           in accordance with Article 3.4;

                  (ii)     if Canal+ gives notice within thirty (30) days of its
                           receipt of the Control Notice that it elects to
                           exercise its call option, then PTC shall take all
                           necessary and appropriate action to consummate the
                           sale of its or their shares in TKP, free and clear of
                           all liens and encumbrances, to

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                           Canal+ or its designee on the Transaction Closing
                           Date (or within such longer period as may be required
                           by law to obtain required approvals of governmental
                           bodies); and

                  (iii)    if Canal+ gives notice within thirty (30) days of its
                           receipt of the Control Notice that it does not elect
                           to exercise its call option (or fails to give any
                           notice within such time period), then the UPC
                           Affiliate(s) through which UPC holds its interest in
                           TKP shall be free to continue to hold its or their
                           shares in TKP.

         (b)      Acquisition of Control of UPC or UGC by Liberty Media Group
                  shall not trigger this Article 3.1 unless a Competitor of
                  Canal+ or Vivendi Universal shall have acquired a majority of
                  the share capital of Liberty Media Group after the date of
                  execution of this Agreement and such Control is exercised over
                  UPC (e.g., not subject to a deferred voting or trust
                  arrangement whereby actual control is excluded or deferred).

         (c)      The Parties acknowledge that the spin-off of Liberty Media
                  Group from AT&T Corporation shall not trigger the provisions
                  of this Article 3.1.

3.2      Change of Control of Canal+ or Vivendi Universal

                  If at any time an event has occurred as a result of which a
                  Competitor of UPC or UGC is to acquire, directly or
                  indirectly, Control of Canal+ or a majority of the share
                  capital of Vivendi Universal, then:

                  (i)      Canal+ shall give a Control Notice to PTC of such
                           event no later than sixty (60) days prior to the
                           Transaction Closing Date, and PTC shall thereupon
                           have the option, exercisable by notice to Canal+
                           within thirty (30) days of receipt of the Control
                           Notice, to sell to Canal+ all, but not part, of the
                           shares in TKP held by PTC at a price equal to the
                           Fair Market Value thereof as determined in accordance
                           with Article 3.4;

                  (ii)     if PTC gives notice within thirty (30) days of its
                           receipt of the Control Notice that it elects to
                           exercise its put option, then Canal+ shall take all
                           necessary and appropriate action to consummate the
                           purchase of PTC's shares in TKP (which shall be sold
                           by PTC free and clear of all liens and encumbrances)
                           by Canal+ or its designee on the Transaction Closing
                           Date (or within such longer period as may be required
                           by law to obtain required approvals of governmental
                           bodies); and

                  (iii)    if PTC gives notice within thirty (30) days of its
                           receipt of the Control Notice that it does not elect
                           to exercise its put option (or fails to give any
                           notice within such time period), then the put option
                           shall expire unexercised.

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3.3      Bankruptcy

         In the event of a Bankruptcy (as defined in Article I) of UPC (or PTC
         or any other Shareholder in which UPC holds an interest) or Canal+ (or
         any Shareholder in which Canal + holds an interest), then:

         (i)      the bankrupt party shall give notice (a "Bankruptcy Notice")
                  to the other Party (the "Offeree") of such event no later than
                  sixty (60) days after the occurrence of such event, and the
                  Offeree shall thereupon have the option, exercisable in
                  accordance with applicable law and by notice to the bankrupt
                  party within thirty (30) days of receipt of the Bankruptcy
                  Notice, to acquire or cause to be acquired from the relevant
                  Shareholder all, but not part, of its shares in TKP at a price
                  equal to the Fair Market Value thereof as determined in
                  accordance with Article 3.4.

         (ii)     if the Offeree gives notice within thirty (30) days of its
                  receipt of the Bankruptcy Notice that it elects to exercise
                  its call option, then the relevant Shareholder shall take all
                  necessary and appropriate action to consummate the sale of its
                  shares in TKP, free and clear of all liens and encumbrances,
                  to the Offeree or its designee within sixty (60) days (or such
                  longer period as may be required by law to obtain required
                  approvals of governmental bodies); and

         (iii)    if the Offeree gives notice within thirty (30) days of its
                  receipt of the Bankruptcy Notice that it does not elect to
                  exercise its call option (or fails to give any notice within
                  such time period), then the relevant Shareholder shall be free
                  to continue to hold its or their shares in TKP.

3.4      Determination of Fair Market Value

         "Fair Market Value" for purposes of this Agreement shall be determined
as follows:

         (a)      The Shareholders shall first attempt to agree on the Fair
                  Market Value of the assets to be valued.

         (b)      If the Shareholders cannot agree within 30 days, then Canal+
                  and Polcom, on the one hand, and UPC and PTC on the other,
                  shall each propose an independent investment bank of
                  international standing with experience in valuation of the
                  relevant companies or interests for the purpose of
                  determination of Fair Market Value. Each of the investment
                  banks shall prepare its valuation within 15 days and present
                  it to Canal+ and UPC. Costs of the valuation shall be borne by
                  Canal+ and UPC in equal shares. If the valuations from such
                  two banks do not differ by more than 20%, the Fair Market
                  Value shall be equal to the average of such valuations. If the
                  higher of the two valuations is more than 20% greater than the
                  lower of the two valuations, such banks shall jointly appoint
                  a third investment bank by mutual agreement that shall
                  arbitrate between the valuations prepared by such banks and
                  determine the final valuation, taking into account the
                  valuations of the first two banks, which final valuation shall
                  fall between the valuations of those two banks. The third bank
                  shall make its determination within 15 days and present the
                  final valuation to Canal+ and UPC. In such case, Fair Market
                  Value shall be as determined by the valuation of the third
                  investment bank, which final valuation shall fall between the
                  valuations of those two banks and

                                       12
<PAGE>
                  shall be binding on the parties. The cost of the valuation by
                  the third bank shall be split between Canal+ and UPC in equal
                  shares.

         (c)      Polcom hereby appoints Canal+ as its representative for the
                  purpose of the procedures set forth in Article 3.4(a) and (b).

         (d)      PTC hereby appoints UPC as its representative for the purpose
                  of the procedures set forth in Article 3.4(a) and (b).


                                   ARTICLE IV

                           SHARE TRANSFER RESTRICTIONS

4.1      Lock-In Period

         Except as expressly permitted in this Article IV or provided for in
         Article 2.7 or Article III, no Shareholder shall Transfer, directly or
         indirectly, all or any of its direct or indirect interest in TKP prior
         to the second anniversary of the Closing Date without the prior written
         approval of the other Shareholders (which may be withheld in such other
         Shareholders' sole discretion).

4.2      Right of First Refusal

         (a)      If at any time after the expiration of the lock-in period
                  provided for in Article 4.1, any Shareholder (for the purposes
                  of this Article IV, the "Seller") desires to accept a bona
                  fide written offer on arms-length terms from a third party (a
                  "Third Party Offer") to purchase all (but not less than all)
                  of its direct or indirect equity interest in TKP, the Seller
                  shall give notice (the "Sale Notice") to the other
                  Shareholders (for the purposes of this Article IV, each an
                  "Offeree") identifying the proposed Transferee and describing
                  the Third Party Offer in all material respects and each
                  Offeree shall thereupon have the option, exercisable by notice
                  to the Seller within sixty (60) days after its receipt of the
                  Sale Notice to acquire from the Seller all of its equity
                  interest and voting rights in TKP on economic terms equivalent
                  in value to the Third Party Offer, provided that the
                  consideration to be paid by the Offeree shall be in the form
                  of cash or marketable securities or as agreed between the
                  Parties.

         (b)      If one or more of the Offerees gives notice within sixty (60)
                  days of its receipt of the Sale Notice that it elects to
                  exercise its right of first refusal, the Seller shall promptly
                  take all necessary and appropriate action to consummate the
                  sale of the offered interest to such Offeree(s) within sixty
                  (60) days (or such longer period as may be required by law to
                  obtain required approvals of governmental bodies) of the date
                  of receipt by the Seller of notice of such Offeree's election
                  to exercise its right of first refusal. (such period, the
                  "Completion Period")

         (c)      If no Offeree gives notice within sixty (60) days of its
                  receipt of the Sale Notice that it elects to exercise its
                  right of first refusal (or if no Offeree gives

                                       13
<PAGE>
                  any notice within such time period) or if following notice
                  from the Offeree of its election to exercise the right of
                  first refusal, the sale to the Offeree is not effected before
                  the end of the Completion Period due to no fault of the
                  Seller, then the Seller shall be free to accept the Third
                  Party Offer; provided, that if the closing of the Third Party
                  Offer is not consummated within four (4) months (or such
                  longer period as may be required by law to obtain required
                  approvals of governmental bodies) after the end of the
                  Completion Period, the Seller's right to effect the Transfer
                  shall terminate and the provisions of this Article 4.2 shall
                  again apply to the Transfer of the offered interest.

4.3      Tag-Along Rights

         If at any time Canal+ and/or PolCom (the "Seller") desire(s) to accept
         a Third Party Offer to purchase any portion of its direct or indirect
         equity interest in TKP, the Seller(s) shall give notice (the "Tag-Along
         Notice") to PTC identifying the proposed Transferee and describing the
         Third Party Offer in all material respects, whereupon PTC shall have
         the option, exercisable by notice to the Seller(s) within sixty (60)
         days after its receipt of the Tag-Along Notice to require as a
         condition precedent to the Transfer of ownership under the proposed
         sale of shares that the Seller's proposed buyer purchase on the terms
         of the Third Party Offer the same percentage of PTC's shares in TKP as
         the aggregate number of shares in TKP to be purchased from the
         Seller(s) bears to the total number of shares in TKP held by Canal+ and
         Polcom; provided, that the consideration to be paid to PTC shall be in
         the form of cash or marketable securities or as agreed between the
         Parties.

4.4      Drag-Along Rights

         If at any time Canal+ and PolCom desire to accept a Third Party Offer
         to purchase all (but not less than all) of Canal+ and PolCom's equity
         interest in TKP, Canal+ and PolCom shall have the right to require, by
         irrevocable notice given to PTC identifying the proposed Transferee and
         describing the Third Party Offer in all material respects no later than
         sixty (60) days prior to the closing of such transaction (the
         "Drag-Along Notice"), to require PTC to concurrently sell its or their
         interest in TKP to Canal+ and PolCom's proposed buyer on economic terms
         equivalent in value to the Third Party Offer; provided, that the
         consideration to be paid to PTC shall be in the form of cash or
         marketable securities or as agreed between the Parties; and provided,
         further, that if the closing of the Third Party Offer is not
         consummated within the time period mentioned in the Third Party Offer
         (or such longer period as may be required by law to obtain required
         approvals of governmental bodies) of the delivery of the Drag-Along
         Notice, Canal+ and Polcom's right to require PTC to effect the Transfer
         shall terminate with respect to such Third-Party Offer.

4.5      Pending Sale Does Not Relieve Obligations

         Notwithstanding the pendency of any sale pursuant to this Article IV,
         the Seller shall remain liable for its obligations to TKP until the
         consummation of such sale.

4.6      No sales in part

         Except to the extent provided for in Article 4.3, no Shareholder may
         Transfer its interest in TKP in part.

                                       14
<PAGE>
4.7      Permitted Transfers

         (a)      Notwithstanding the foregoing, without compliance with the
                  provisions of Article 4.1, 4.2 or 4.3:

                  (i)      PTC may at any time Transfer all or part of its
                           interests in TKP to a Polish Person in which a
                           Subsidiary of UGC or Liberty Media Group holds,
                           directly or indirectly, at least a 49% interest and
                           Polish individuals hold, directly or indirectly, at
                           least a 51% interest.

                  (ii)     PolCom may at any time cause the Transfer of all or
                           part of its interest in TKP to a Polish Person in
                           which a Subsidiary of Vivendi Universal holds,
                           directly or indirectly, at least a 49% interest and
                           Polish individuals hold, directly or indirectly, at
                           least a 51% interest; and

                  (iii)    Canal+ may at any time Transfer all or part of its
                           interest in TKP to a Subsidiary of Vivendi Universal
                           or to any Polish Person in which a Subsidiary of
                           Vivendi Universal holds, directly or indirectly, at
                           least a 49% interest and Polish individuals hold,
                           directly or indirectly, at least a 51% interest.

         (b)      Prior to a Person to which an interest in TKP has been
                  Transferred pursuant to Article 4.7(a) ceasing to be meet the
                  qualifications set forth in Article 4.7(a) under which such
                  Person qualified for such Transfer, the Transferring party
                  shall cause such Person to Transfer its interest in TKP to
                  such Transferring party or to another Person that meets the
                  applicable requirements in Article 4.7(a). The qualifications
                  set forth above shall be modified, as necessary or possible,
                  to account for changes in Polish law regarding ownership of
                  Polish Persons by foreign or foreign-controlled Persons.

4.8      Transferee Undertakings

         No Shareholder may Transfer all or any portion of its interest in TKP
         until such Shareholder receives from the Transferee and produces to the
         other Shareholders an instrument evidencing the agreement of the
         Transferee to be bound by the provisions of this Agreement.

4.9      UPC Exit Option

         (a)      Following the fifth (5th) anniversary of the execution of this
                  Agreement, PTC shall have the option, exercisable by notice to
                  Canal+ within sixty (60) days of such anniversary, to require
                  Canal+, at Canal+'s option, either:

                  (i)      to purchase or cause to be purchased PTC's interest
                           in TKP at Fair Market Value; or

                  (ii)     to:

                           (A)      use its best efforts jointly with UPC to
                                    generate a bona fide Third Party Offer to
                                    purchase 100% of TKP at Fair Market Value;
                                    and

                                       15
<PAGE>
                           (B)      if such a Third Party Offer is available, to
                                    sell Canal+'s interest in TKP to the third
                                    party buyer on the terms of the Third Party
                                    Offer.

         (b)      In the event that the Parties generate a bona fide Third Party
                  Offer for 100% of TKP pursuant to Article 4.9(a)(ii)(A), each
                  of PTC and PolCom agrees to sell its interest to the third
                  party buyer on the terms of the Third Party Offer.

         (c)      In the event that Canal + and UGC pursue the procedure set
                  forth in Article 4.9 (a)(ii) above but no bona fide Third
                  Party Offer is generated, then following a period of no sooner
                  than 12 months and no later than 36 months from PTC's initial
                  exercise of its option pursuant to this provision PTC may, for
                  a second and final time, again exercise the option set forth
                  in Article 4.9(a).

4.10     General Restrictions

         No Shareholder or any of its Group Companies or Affiliates shall take
         any action designed to circumvent the share transfer restrictions set
         forth in Article IV, including, without limitation, by Transferring any
         interest in any Affiliate or Group Company through which it holds its
         interest in TKP.

         Any purported Transfer in breach of this Article IV shall be void ab
         initio.

4.11     Pledges of Shares

         Notwithstanding the foregoing, without compliance with the provisions
         of Article 4.1, 4.2 or 4.3, Shareholders in TKP may pledge their shares
         in TKP to their direct or indirect shareholders as security for loans
         made by such shareholders.



                                    ARTICLE V

                            FIRST OFFER / NON-COMPETE

5.1      First Offer

         (a)      The Parties shall cooperate in good faith and shall cause
                  their subsidiaries including, in the case of UPC, Chello
                  Media, to cooperate in the negotiation and acquisition of
                  rights for any Video On Demand Service.

         (b)      Prior to the third anniversary of the execution of this
                  Agreement, Canal+ shall not, and shall not permit its
                  Affiliates to, own or operate any DTH service in Hungary,
                  Romania, the Czech Republic or Slovakia, unless such
                  opportunity shall have first been proposed to UPC as set forth
                  in Article 5.1(c).

         (c)      When proposing an opportunity to UPC in accordance with
                  Article 5.1(b), Canal + (the "Proposing Party") shall give
                  notice of such opportunity to UPC together with sufficient
                  factual information to permit the UPC to make an informed
                  decision regarding the proposed opportunity. UPC shall have
                  thirty (30) days following the receipt of such notice during
                  which to determine

                                       16
<PAGE>
                  whether or not to pursue such opportunity. If UPC shall not
                  have given notice of its decision to the Proposing Party prior
                  to the expiration of such thirty (30)-day period, the UPC
                  shall be deemed to have rejected the pursuit by TKP of such
                  opportunity. Any material change in any opportunity which has
                  the effect of changing the nature of (x) the opportunity or
                  (y) the participation of a Party therein shall constitute a
                  different opportunity and shall require submission of such
                  opportunity to UPC in accordance with this Article 5.1(c)
                  before it can be pursued by Canal + or its Affiliates.

5.2      Non-Compete

         (a)      Each of the Shareholders, UGC, UPC, Vivendi Universal, Canal+
                  and any subsequent Party to this Agreement and each of their
                  Subsidiaries shall own, operate or otherwise participate or
                  engage in the DTH Business and the Premium Pay-Television
                  Business solely through TKP; provided, that this covenant
                  shall not apply to any direct or indirect interest held as a
                  passive equity interest of less than 15.1% in any such entity.

         (b)      The restrictions in this Article 5.2 shall cease to apply to
                  each of the Shareholders, UGC, UPC, Vivendi Universal, Canal +
                  and any subsequent Party to this Agreement on the first
                  anniversary of the date on which it sells or causes to be sold
                  (other than to any Person to whom it would be permitted to
                  Transfer its shares in TKP under Article 4.7(a)) all of the
                  shares in TKP held by it and/or any company in which it has an
                  equity interest in accordance with the terms of Article IV.

         (c)      Concurrently with the execution of this Agreement, each of
                  Vivendi Universal and UGC shall execute a side letter
                  evidencing its agreement to the provisions of Article 5.2(a).

         (d)      In the event that at any time:

                  (i)      Liberty Media Group at any time possesses Control of
                           UPC and/or UGC; and

                  (ii)     while Liberty Media Group is in possession of such
                           Control, Liberty Media Group or any of its
                           Subsidiaries owns, operates, or otherwise
                           participates or engages in the DTH Business or the
                           Premium Pay-Television Business other than through
                           TKP,

                  then:

                  (A)      Canal+ and Polcom shall have the right, upon thirty
                           (30) days notice to TKP and to UPC, to convert their
                           existing shareholder loans to TKP into equity by
                           subscribing to additional shares of TKP. The price
                           per share of the shares of TKP so subscribed shall be
                           equal to one-third of the Fair Market Value of TKP at
                           such date, divided by the number of TKP shares
                           outstanding immediately prior to such capital
                           increase. PTC shall not be entitled to preferential
                           subscription rights in respect of such capital
                           increase. Each Shareholder agrees to vote its shares
                           in favor of such capital increase.

                                       17
<PAGE>
                  (B)      Canal + and Polcom's rights under this Article 5.2(d)
                           shall not be triggered by the mere ownership by
                           Liberty Media Group and its Subsidiaries of a direct
                           or indirect interest held as a passive equity
                           interest of less than 15.1% in an entity that owns,
                           operates or otherwise participates or engages in the
                           DTH Business or the Premium Pay Television Business.


                                   ARTICLE VI

                                  MISCELLANEOUS

6.1      Effective Date; Term

         (a)      This Agreement shall become effective upon consummation of the
                  Closing under the Contribution and Subscription Agreement.

         (b)      This Agreement shall terminate automatically upon the earliest
                  to occur of: (i) the dissolution of the Company and (ii) the
                  date on which PTC or Canal+ has disposed of its entire
                  interest in the Company (other than to a Person to whom it is
                  entitled to Transfer its interest under Article 4.7) in
                  accordance with Article 2.7, III or IV.

         (c)      The provisions of Articles 5.2, 6.2 and 6.3 shall survive any
                  termination of this Agreement.

6.2      Confidentiality

         (a)      The Shareholders agree and acknowledge that the provisions of
                  this Agreement and all information relating to this Agreement
                  are "Confidential Information"; provided, however, that
                  Confidential Information shall not include information which
                  (x) is already otherwise known to the recipient, or (y) is or
                  becomes freely and generally available to the public through
                  no wrongful act of the recipient, or (z) is rightfully
                  received by the recipient from a third party legally entitled
                  to disclose such information, without breach by the recipient
                  of this Agreement.

         (b)      Each Shareholder shall, and shall cause its Group Companies
                  and Affiliates to, hold in confidence and not disclose any
                  Confidential Information without the prior approval of the
                  other Shareholders. No Shareholder shall make, nor permit its
                  Group Companies or Affiliates to make, any news release or
                  other public disclosure with respect to the Company or this
                  Agreement, the Contribution and Subscription Agreement or the
                  transactions contemplated hereby and thereby without the prior
                  approval of the other Shareholders. It is specifically agreed
                  that no Shareholder shall disclose any Confidential
                  Information to any of its dealers without the prior approval
                  of the other Shareholders.

         (c)      The provisions of Article 6.2 shall not prevent disclosures by
                  a Shareholder:

                                       18
<PAGE>
                  (i)      as part of its normal reporting or review procedures
                           to its Group Companies or attorneys and auditors,

                  (ii)     as required by law or court order or by regulatory
                           agencies,

                  (iii)    as required in order to enforce its rights and
                           perform its duties in connection with this Agreement.

6.3      Governing Law; Disputes.

         (a)      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.

          (b)     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
                  Shareholder in the arbitration shall be paid the arbitration
                  fees and reasonable attorneys fees and expenses incurred by
                  it.

         (c)      Notwithstanding the provisions of this Article 6.3, the
                  Shareholders 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 Shareholder shall notify such Disagreement to the other
                  Shareholders involved in the Disagreement, after which the
                  senior management of the Shareholders involved in the
                  Disagreement 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 Shareholders
                  involved in the Disagreement.

6.4      Severability.

         If any provisions of this Agreement or any part thereof are rendered
         void, illegal or unenforceable in any respect, the Shareholders 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,

                                       19
<PAGE>
         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.

6.5      Entire Agreement; Modifications.

         This Agreement (including the Exhibits hereto which constitute an
         integral part hereof) constitutes the entire agreement among the
         Parties and supersedes any prior agreement or understanding among the
         Parties with respect to the subject matter hereof. This Agreement may
         not be modified or terminated except by an instrument in writing signed
         by each of the Parties.

6.6      No Assignment; No Third Party Beneficiaries.

         (a)      Except with the written consent of the other Parties or as
                  otherwise provided in this Agreement, no party hereto shall
                  assign or otherwise Transfer any or all of its rights or
                  obligations under this Agreement.

         (b)      This Agreement is solely for the benefit of the Parties and
                  their respective successors, and this Agreement shall not be
                  deemed to confer upon any third party any remedy, claim,
                  liability, reimbursement, cause of action or other right.

6.7      TKP Statute.

         In the event of any discrepancy between the TKP Statute and this
         Agreement, the provisions of this Agreement shall prevail as between
         the Parties.

6.8      Language.

         The Parties shall cause this Agreement to be translated into the Polish
         language, and undertake to execute such Polish translation duly
         approved by them. It is expressly provided that as between the Parties,
         the English version of this Agreement shall be the only binding
         document and that, in the event of any discrepancy between the English
         version and its Polish translation, the former shall prevail.

6.9      Headings.

         The headings contained herein are for convenience only and shall not
         control or affect the meaning or construction of any provision of this
         Agreement.

6.10     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.

6.11     Successors and Assigns.

         Upon the Transfer by Canal+, PTC or PolCom of its entire interest in
         TKP to any Person to which such Transfer is permitted under Article
         4.7, the Transferee shall benefit from all of the rights and assume all
         of the obligations of the Transferor under

                                       20
<PAGE>
         this Agreement, with the same effect as if its name had been
         substituted for the name of the Transferring Shareholder wherever it
         appears in this Agreement.

6.12     Notices.

         All notices to be given by any party hereto to the others in connection
         with this Agreement shall be given in writing in English. Such notices
         may be given by personal delivery or by registered or certified air
         mail, telegram, cable, telex or telefax addressed as follows:

         To Canal+:

         Groupe Canal+ S.A.
         85/89 Quai Andre Citroen
         75711 Paris Cedex 15, France
         Attention:  Mr. Marc-Andre Feffer, Vice President /General Counsel
         Fax:  33.1.40.60.70.50

         To UPC or PTC:

         United Pan-Europe Communications N.V.
         1 Knightsbridge
         London, SW1X 7UP
         United Kingdom
         Attn:  Shane O'Neill/Mike Moriarty
         Fax: 44.207.661.3588

         With a copy to:

         United Pan-Europe Communications N.V.               White & Case
         Boeing Avenue 53                                    62 avenue de la Loi
         1119 PE Schiphol Rijk                               1040 Brussels
         The Netherlands                                     Belgium
         Attn: General Counsel
         Fax: 31.20.778.9871

         To PolCom:

         Polcom
         Ul.Chelmska 21
         Warsaw
         Poland
         Attn:  Lew Rywin
         Fax:  48.22.625.2693

         or to such other address as the party to receive such notice shall have
         not less than thirty (30) days previously designated by written notice
         to the other Parties. The effective date of any notice shall be the
         date on which it is actually received by the addressee.

                                       21
<PAGE>
IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed in
four (4) original counterparts on the date first indicated hereof.


                                    GROUPE CANAL+ S.A.


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




                                    UNITED PAN-EUROPEAN COMMUNICATIONS N.V.


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


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

                                       22
<PAGE>
                                    POLSKA TELEWIZJA CYFROWA WIZJA TV SP. Z O.O.


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


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




                                    POLCOM INVEST S.A.


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


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


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

                                       23