ex10_67.htm


    
      

    

    Exhibit
      10.67

     

    
      SALE
        - PURCHASE CONTRACT FOR

      SHARES

      


      Made
        between:

      


      
        	
                1.

              	
                ROOTLAND
                  TRADING LTD. - a limited liability company organized and existing
                  under the laws of Cyprus, having  its registered office in
                  Cyprus, Nicosia, 3 Themistocle Dervis, CY – 1066, registration number from
                  the Trade Register 82512,  legally represented by Mr. Mark
                  Webster, in his capacity of
                  Seller,

              


      

      


      and

      


      
        	
                2.

              	
                CME
                  ROMANIA BV, headquarters in the Netherlands, 89 Birkstraat,
                  Soest, 3768 HD, registered with the Trade Register under no 33289326,
                  duly
                  represented by its Directors Mr. Alphons van Spaendonck and Pan
                  Invest BV, in its capacity of
                  Buyer,

              


      

      


      The
        parties have signed this sale-purchase contract for nominative shares at
        “MEDIA PRO INTERNATIONAL” SAcompany, legal
        Romanian person with social headquarters in Bucharest, 25 Pache Protopopescu
        Blvd, district 2, registered with the Trade Register under no J40/9244/1995,
        CUI
        no. 7837921, having a subscribed and paid capital of lei
        33,220,000.

      The
        sale-purchase was unanimously approved by the company’s shareholders through the
        GMS Resolution dated 1 June 2007 which took place at the Company’s
        headquarters.

      


      The
        parties agree on the following:

      


      I.           ROOTLAND
        TRADING LTD sells a number of 166,100 nominative shares, having a total
        value of lei 1,661,000 equivalent of 4,096,275.86 US
        dollars, subscribed and fully paid, in cash, in US
        dollars, having a nominal value of 10 lei/each, numbered from
2,657,599 to 2,823,698 inclusive, representing
        contribution in cash, representing 5% of the social capital,
to the buying shareholder CME ROMANIA BV.

      


      II.           CME
        ROMANIA BV buys a number of 166,100 nominative shares, having a total
        value of lei 1,661,000 equivalent of 4,096,275.86 US
        dollars, subscribed and fully paid, in cash, in US
        dollars, having a nominal value of 10 lei/each, numbered from
2,657,599 to 2,823,698 inclusive, representing
        contribution in cash, representing 5% of the social capital,
        representing 5% of the social capital, from the selling
        shareholder ROOTLAND TRADING LTD.

      


      


      III.           The
        price of the shares is of USD 1,400,000 and will be
        paid by CME Romania BV, before this sale-purchase is registered and all the
        changes are made to the Trade Register.

      

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

       

      IV.           The
        property of the sold shares is transmitted from the seller to the buyer when
        the
        entire price is paid according to paragraph III, based on the payment made
        by
        the seller to the buyer.

      


      V.
        GUARANTEES

      


      5.1
        THE SELLER, through its legal representative, guarantees
        that:

      


      5.1.1
        It
        has the legal right to sell the shares that are object of this sell-purchase
        contract, a right that also involves the transfer of the rights and obligations
        arising from these shares;

      5.1.2
        It
        has the capacity to sign this sale-purchase contract;

      5.1.3
        It
        is not subjected to any legal decisions that could impede it from signing
        this
        contract or that could impede it from fulfilling the obligations arising
        from
        this contract;

      5.1.4
        It
        has obtained all legal approvals for the sell of these shares;

      5.1.5
        It
        will exercise this contract with good faith and will fulfill all the obligations
        arising from it.

      


      5.2
        THE BUYER, through its legal representative, guarantees
        that:

      


      5.2.1
        It
        has the capacity to sign this sale-purchase contract;

      5.2.2
        It
        is not subjected to any legal decisions that could impede it from signing
        this
        contract or that could impede it from fulfilling the obligations arising
        from
        this contract;

      5.2.3
        It
        has obtained all legal approvals for the purchase of these shares and for
        the
        payment of the price;

      5.2.4
        It
        will exercise this contract with good faith and will fulfill all the obligations
        arising from it.

      


      This
        sell-purchase contract was drawn up and signed in 4 original copies, on 1
        June
        2007.

      


      
        	
                SELLER

              	 	
                BUYER

              	 
	
                ROOTLAND
                  TRADING LTD

              	 	
                CME
                  ROMANIA BV

              	 
	 	 	
                Through
                  Alphons van Spaendonck

              	 
	 	 	 	 
	 	 	 	 
	
                /s/
                  Mark Webster

              	 	
                /s/
                  Alphons van Spaendonck

              	 
	 	 	 	 
	 	 	 	 
	 	 	
                /s/
                  Henk van Wijlen

              	 
	 	 	
                and
                  Pan Invest BV