ex10_66.htm


    
      
        

      
Exhibit
      10.66

       

      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
        “PRO TV” SAcompany, legal Romanian person with
        social headquarters in Bucharest, 109 Pache Protopopescu Blvd, district 2,
        registered with the Trade Register under no J40/24578/1992, CUI 2835636,
        having
        a subscribed and paid capital of lei 350,000.

      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 1.732 nominative shares, having a nominal
        value of 10 lei / each, numbered from 988 to
1048 inclusive, and from 33,276 to
34,946
        inclusive, having a total value of lei
17,320, out of  which 6
        lei, subscribed and paid in lei and 17,314
        lei equivalent of 15,019.18 US$ subscribed
        and paid in US$, as following:

      


      
        	
                 

              	
                -

              	
                174
                  lei, contribution in kind, equivalent of
                  8,700 US$ (at the exchange rate f 1 US$ = 0.02 lei),
                  subscribed and paid in US$; and

              


      

      
        	
                 

              	
                -

              	
                17,146
                  lei contribution in cash, out of which
                  430 lei, equivalent of 130.30 US$ (at
                  the exchange rate of 1 US$ = 3.3 lei); 16,710 lei,
                  equivalent of 6,188.88 US$ (at the exchange rate of 1 US$
                  = 2.7 lei) and 6 lei subscribed and paid in
                  lei,

              


      

      


      representing
        4.9485 % of the social capital, to the buying
        shareholder CME ROMANIA BV.

      


      II.           CME
        ROMANIA BV buys a number of 1.732 nominative shares, having a nominal
        value of 10 lei / each, numbered from 988 to
1048 inclusive and from 33,276 to
34,946
        inclusive, having a total value of lei
17,320, out of  which 6
        lei, subscribed and paid in lei and 17,314
        lei equivalent of 15,019.18 US$ subscribed
        and paid in US$, as following:

      


      
        	
                 

              	
                -

              	
                174
                  lei, contribution in kind, equivalent of
                  8,700 US$ (at the exchange rate f 1 US$ = 0.02 lei),
                  subscribed and paid in US$; and

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                 

              	
                -

              	
                17,146
                  lei contribution in cash, out of which
                  430 lei, equivalent of 130.30 US$ (at
                  the exchange rate of 1 US$ = 3.3 lei); 16,710 lei,
                  equivalent of 6,188.88 US$ (at the exchange rate of 1 US$
                  = 2.7 lei) and 6 lei subscribed and paid in
                  lei,

              


        	 	-	 


      

      representing
        4.9485 % of the social capital, from the selling
        shareholder ROOTLAND TRADING LTD.

      


      III.           The
        price of the shares is of USD 48,360,000 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 sale-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 sale 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
        sale-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