ex10_5.htm


    
      
        

      

    

    Exhibit
10.5

    


    
      


      
        27 JULY
2009

        
          


          
            


            
              


              
                CME
PRODUCTION B.V.

                
                  and

                  
                    CME
ROMANIA B.V.

                    
                      and

                      
                        MEDIA
PRO MANAGEMENT S.A.

                        
                          and

                          
                            MEDIA
PRO B.V.

                            
                              and

                              
                                ADRIAN
SARBU

                                
                                  


                                  
                                    


                                    
                                      


                                      
                                        _________________________________________________

                                        
                                          


                                          
                                            FRAMEWORK
AGREEMENT

                                            
                                              _________________________________________________

                                               

                                               

                                               

                                               

                                              
                                                
                                                  
                                                    
                                                      
                                                      

                                                    

                                                    
                                                      
                                                      

                                                      
                                                        

                                                      

                                                    

                                                    
                                                      
                                                      

                                                    

                                                  

                                                   

                                                  TABLE OF
CONTENTS

                                                   

                                                   

                                                  Page

                                                  
                                                    
                                                      
                                                        	
                                                                1.

                                                              	
                                                                Definitions
      and Interpretation

                                                              	
                                                                4

                                                              
	
                                                                2.

                                                              	
                                                                Transaction
      and Determination of Purchase Consideration

                                                              	
                                                                14

                                                              
	
                                                                3.

                                                              	
                                                                Conditions
      Precedent to Closing

                                                              	
                                                                15

                                                              
	
                                                                4.

                                                              	
                                                                Closing

                                                              	
                                                                19

                                                              
	
                                                                5.

                                                              	
                                                                Obligations
      Prior to Closing

                                                              	
                                                                23

                                                              
	
                                                                6.

                                                              	
                                                                Warranties

                                                              	
                                                                25

                                                              
	
                                                                7.

                                                              	
                                                                Sellers'
      Undertakings and Post-Closing Covenants

                                                              	
                                                                26

                                                              
	
                                                                8.

                                                              	
                                                                Purchaser
      Undertakings & Post-Closing Covenants

                                                              	
                                                                27

                                                              
	
                                                                9.

                                                              	
                                                                Termination

                                                              	
                                                                28

                                                              
	
                                                                10.

                                                              	
                                                                Indemnity

                                                              	
                                                                29

                                                              
	
                                                                11.

                                                              	
                                                                Limitations
      on Liability

                                                              	
                                                                30

                                                              
	
                                                                12.

                                                              	
                                                                Guarantee

                                                              	
                                                                31

                                                              
	
                                                                13.

                                                              	
                                                                Notices

                                                              	
                                                                32

                                                              
	
                                                                14.

                                                              	
                                                                Entire
      Agreement

                                                              	
                                                                34

                                                              
	
                                                                15.

                                                              	
                                                                Third
      Party Rights

                                                              	
                                                                34

                                                              
	
                                                                16.

                                                              	
                                                                Amendments

                                                              	
                                                                34

                                                              
	
                                                                17.

                                                              	
                                                                Costs
      and Expenses

                                                              	
                                                                34

                                                              
	
                                                                18.

                                                              	
                                                                Set-off
      and Gross-up

                                                              	
                                                                34

                                                              
	
                                                                19.

                                                              	
                                                                Assignment

                                                              	
                                                                35

                                                              
	
                                                                20.

                                                              	
                                                                Confidentiality

                                                              	
                                                                35

                                                              
	
                                                                21.

                                                              	
                                                                Announcements

                                                              	
                                                                35

                                                              
	
                                                                22.

                                                              	
                                                                Severability

                                                              	
                                                                35

                                                              
	
                                                                23.

                                                              	
                                                                Further
      Assurance

                                                              	
                                                                36

                                                              
	
                                                                24.

                                                              	
                                                                Waivers

                                                              	
                                                                36

                                                              
	
                                                                25.

                                                              	
                                                                Counterparts

                                                              	
                                                                36

                                                              
	
                                                                26.

                                                              	
                                                                Governing
      Law and Jurisdiction

                                                              	
                                                                36

                                                              
	
                                                                27.

                                                              	
                                                                Dispute
      Resolution

                                                              	
                                                                36

                                                              


                                                      

                                                    

                                                    
                                                      
                                                        	
                                                                SCHEDULE 1
      BASIC INFORMATION ABOUT THE TARGET COMPANIES

                                                              	
                                                                38

                                                              
	
                                                                SCHEDULE 2
      FORM OF CLOSING CERTIFICATES

                                                              	
                                                                42

                                                              
	
                                                                SCHEDULE 3
      WARRANTIES

                                                              	
                                                                44

                                                              
	
                                                                SCHEDULE 4
      DISCLOSURE SCHEDULE

                                                              	
                                                                62

                                                              
	
                                                                SCHEDULE 5
      REAL PROPERTIES

                                                              	
                                                                64

                                                              
	
                                                                SCHEDULE 6
      MEDIA PRO TRADEMARKS AND DOMAIN NAMES

                                                              	
                                                                74

                                                              
	
                                                                SCHEDULE 7
      LIST OF RELATED PARTY LOANS AND SHAREHOLDER LOANS

                                                              	
                                                                81

                                                              
	
                                                                SCHEDULE 8
      POST-COMPLETION OBLIGATIONS

                                                              	
                                                                83

                                                              
	
                                                                SCHEDULE 9
      ESTIMATED ADJUSTMENT AMOUNT

                                                              	
                                                                85

                                                              
	
                                                                SCHEDULE 10
      AGREEMENT OR DETERMINATION OF ADJUSTMENT AMOUNT

                                                              	
                                                                88

                                                              
	
                                                                SCHEDULE 11
      FILM PRODUCTION AND FINANCING TERMS

                                                              	
                                                                89

                                                              
	
                                                                SCHEDULE 12
      AGREED FORM SUBSCRIPTION AGREEMENT

                                                              	
                                                                91

                                                              
	
                                                                SCHEDULE 13
      AGREED FORM WARRANT

                                                              	
                                                                104

                                                              
	
                                                                SCHEDULE 14
      SPECIFIC RELATED PARTIES

                                                              	
                                                                113

                                                              


                                                      

                                                    

                                                     

                                                    
                                                      
                                                        
                                                          
                                                          

                                                        

                                                        
                                                          
                                                          

                                                          
                                                            

                                                          

                                                        

                                                        
                                                          
                                                          

                                                        

                                                      

                                                       

                                                      
                                                        THIS FRAMEWORK AGREEMENT (this
"Agreement") is made on
27 July 2009



                                                        
                                                          BETWEEN:



                                                          
                                                            
                                                              	
                                                                      (1)

                                                                    	
                                                                      CME PRODUCTION
      B.V., a company
      organized under the laws of the Netherlands, registered under number
      34349555 with the Trade Register and having its registered office at Dam
      5B, Amsterdam JS 1012, the Netherlands (the "Purchaser");

                                                                    


                                                            

                                                            


                                                            
                                                              	
                                                                      (2)

                                                                    	
                                                                      CME ROMANIA B.V., a company
      organized under the laws of the Netherlands, registered under number
      33289326 with the Trade Register and having its registered office at Dam
      5B, Amsterdam JS 1012, the Netherlands ("CME
      Romania");

                                                                    


                                                            

                                                            


                                                            
                                                              	
                                                                      (3)

                                                                    	
                                                                      MEDIA PRO MANAGEMENT
      S.A., a Romanian legal person, registered under the number
      J40/4177/2001 with the Register of Commerce from Bucharest, CUI 13848658
      and having its registered office at 109 Pache Protopopescu Blv., 6th
      Floor, sector 2, Bucharest, Romania ("Media Pro
      Management");

                                                                    


                                                            

                                                            


                                                            
                                                              	
                                                                      (4)

                                                                    	
                                                                      MEDIA PRO B.V., a
      company organized under the laws of Netherlands, with registered number
      33288103 and having its registered office at Teleport Boulevard 140,
      1043EJ, 1000 CV, Amsterdam, Netherlands ("MP BV");
    and

                                                                    


                                                            

                                                            


                                                            
                                                              	
                                                                      (5)

                                                                    	
                                                                      ADRIAN SARBU, of 4A
      Modrogan Street, Sc. A, Et. 5, Apt. 15, Section 1, Bucharest, Romania, as
      guarantor (the "Guarantor");

                                                                    


                                                            

                                                            


                                                            Media Pro
Management and MP BV are hereby referred to as the "Sellers" and each a "Seller", as the context
requires.



                                                            
                                                              WHEREAS:

                                                              


                                                              
                                                                	
                                                                        (A)

                                                                      	
                                                                        Media
      Pro Management and MP BV own, inter alia, interests
      in a number of entities more particularly described in Recitals (B) and
      (C) below that comprise the entertainment division of the Media Pro
      Group.

                                                                      


                                                              

                                                              


                                                              
                                                                	
                                                                        (B)

                                                                      	
                                                                        As
      of the Execution Date, Media Pro Management
  owns:

                                                                      


                                                              

                                                              


                                                              
                                                                	
                                                                         
      

                                                                      	
                                                                        (i)

                                                                      	
                                                                        1,797,395
      registered shares of Media Pro Pictures S.A. (which represents a 37.475%
      Ownership Interest), which in turn
owns:

                                                                      


                                                              

                                                              


                                                              
                                                                	
                                                                         
      

                                                                      	
                                                                        (a)

                                                                      	
                                                                        50
      shares of Media Pro Distribution S.R.L. (which represents a 10% Ownership
      Interest);

                                                                      


                                                              

                                                              


                                                              
                                                                	
                                                                         
      

                                                                      	
                                                                        (b)

                                                                      	
                                                                        11,832,361
      shares of Studiourile Media Pro S.A. (which represents a 81.47% Ownership
      Interest); and

                                                                      


                                                              

                                                              


                                                              
                                                                	
                                                                         
      

                                                                      	
                                                                        (c)

                                                                      	
                                                                        1,020
      shares of Domino Production S.R.L. (which represents a 51% Ownership
      Interest);

                                                                      


                                                              

                                                              


                                                              
                                                                	
                                                                         
      

                                                                      	
                                                                        (ii)

                                                                      	
                                                                        450
      registered shares of Media Pro Distribution S.R.L. (which represents a 90%
      Ownership Interest);

                                                                      


                                                              

                                                              


                                                              
                                                                	
                                                                         
      

                                                                      	
                                                                        (iii)

                                                                      	
                                                                        a
      100% Ownership Interest in Media Pro Pictures s.r.o. (which corresponds to
      the investment contribution to the registered capital of Media Pro
      Pictures s.r.o. in the amount of CZK 200,000), which in turn
      owns:

                                                                      


                                                              

                                                              
                                                                
                                                                   

                                                                  
                                                                    
                                                                    

                                                                  

                                                                  
                                                                    3

                                                                    
                                                                      

                                                                    

                                                                  

                                                                  
                                                                    
                                                                    

                                                                  

                                                                

                                                                 

                                                                
                                                                  	
                                                                           
      

                                                                        	
                                                                          (a)

                                                                        	
                                                                          a
      51% Ownership Interest in Zmena s.r.o. (which corresponds to the
      investment contribution of CZK 102,000 to the registered capital of CZK
      200,000);

                                                                        


                                                                

                                                                


                                                                
                                                                  	
                                                                           
      

                                                                        	
                                                                          (b)

                                                                        	
                                                                          a
      51% Ownership Interest in Takova normalni rodinka s.r.o. (which
      corresponds to the investment contribution of CZK 102,000 to the
      registered capital of CZK 200,000);

                                                                        


                                                                

                                                                


                                                                
                                                                  	
                                                                           
      

                                                                        	
                                                                          (iv)

                                                                        	
                                                                          168,020
      registered shares of Pro Video S.R.L. (which represents a 99.95% Ownership
      Interest), which in turn owns:

                                                                        


                                                                

                                                                


                                                                
                                                                  	
                                                                           
      

                                                                        	
                                                                          (a)

                                                                        	
                                                                          400
      shares of Hollywood Multiplex Operation S.R.L. (which represents a 100%
      Ownership Interest); and

                                                                        


                                                                

                                                                


                                                                
                                                                  	
                                                                           
      

                                                                        	
                                                                          (b)

                                                                        	
                                                                          8
      shares of Media Pro Music and Entertainment S.R.L. (which represents a 40%
      Ownership Interest); and

                                                                        


                                                                

                                                                


                                                                
                                                                  	
                                                                           
      

                                                                        	
                                                                          (v)

                                                                        	
                                                                          12
      registered shares of Media Pro Music and Entertainment S.R.L. (which
      represents a 60% Ownership
Interest).

                                                                        


                                                                

                                                                


                                                                
                                                                  	
                                                                          (C)

                                                                        	
                                                                          As
      of the Execution Date, MP BV owns:

                                                                        


                                                                

                                                                


                                                                
                                                                  	
                                                                           
      

                                                                        	
                                                                          (i)

                                                                        	
                                                                          2,998,818
      shares of Media Pro Pictures S.A. (which represents a 62.524% Ownership
      Interest); and

                                                                        


                                                                

                                                                


                                                                
                                                                  	
                                                                           
      

                                                                        	
                                                                          (ii)

                                                                        	
                                                                          80
      shares of Pro Video S.R.L. (which represents a 0.05% Ownership
      Interest).

                                                                        


                                                                

                                                                


                                                                
                                                                  	
                                                                          (D)

                                                                        	
                                                                          The
      Sellers wish to sell and the Purchaser wishes to acquire the Sale
      Securities in consideration of the Purchase Consideration (each term
      defined below), subject to the terms and conditions contained
      herein.

                                                                        


                                                                

                                                                


                                                                
                                                                  	
                                                                          (E)

                                                                        	
                                                                          It
      is intended that after the Execution Date, certain Target Companies and
      Media Pro Management shall issue and register additional shares in
      relation to the capitalization of the Shareholder Loans pursuant to this
      Agreement.

                                                                        


                                                                

                                                                


                                                                IT IS AGREED as
follows:

                                                                


                                                                
                                                                  	
                                                                          1.

                                                                        	
                                                                          Definitions
      and Interpretation

                                                                        


                                                                

                                                                


                                                                
                                                                  	
                                                                          1.1

                                                                        	
                                                                          The
      following definitions apply in this
Agreement:

                                                                        


                                                                

                                                                


                                                                
                                                                  	 	
                                                                          "Accounts"

                                                                        	
                                                                          means
      the audited balance sheet as at the Accounts Date and the audited profit
      and loss account for the period ended on the Accounts Date of each of the
      Target Companies, and the notes, reports, statements and other documents
      which are required by law to be, or are otherwise, annexed to the
      same;

                                                                        
	 	 	 
	 	
                                                                          "Accounts
      Date"

                                                                        	
                                                                          means
      31st
      December 2008;

                                                                        
	 	 	 
	 	
                                                                          "Adjustment
      Amount"

                                                                        	
                                                                          means
      the amount equal to the adjustment amount as determined or agreed in
      accordance with the provisions of Schedule
      10 and set out in the Adjustment Statement;

                                                                        
	 	 	 
	 	
                                                                          "Adjustment
      Statement"

                                                                        	
                                                                          means
      the finalised statement setting out the Adjustment Amount provided in
      accordance with Schedule
      10;

                                                                        


                                                                  
                                                                     

                                                                    
                                                                      
                                                                      

                                                                    

                                                                    
                                                                      4

                                                                      
                                                                        

                                                                      

                                                                    

                                                                    
                                                                      
                                                                      

                                                                    

                                                                  

                                                                

                                                                
                                                                   

                                                                  
                                                                    	 	 	 
	 	
                                                                            "Affiliate"

                                                                          	
                                                                            of
      a person means any person that directly or indirectly through one or more
      intermediaries Controls, is Controlled by, or is under common Control
      with, such person; provided that, for the
      avoidance of doubt, neither CME, CME Romania nor the Purchaser shall be
      considered an Affiliate of either of the Guarantor, the Sellers or any of
      the Target Companies for purposes of this Agreement or any of the
      Transaction Documents;

                                                                          
	 	 	 
	 	
                                                                            "Agreed
    Form"

                                                                          	
                                                                            means,
      in relation to a document, the form of that document which has been
      initialled for the purposes of identification by each party
      thereto;

                                                                          
	 	 	 
	 	
                                                                            "Assigned
      Receivable"

                                                                          	
                                                                            means any Gross Receivable from
      Specific Related Parties (trade related) that has been assigned to Media
      Pro Management pursuant to Clause 3.1.15;

                                                                          
	 	 	 
	 	
                                                                            "Business
      Day"

                                                                          	
                                                                            means
      a day (other than Saturday or Sunday) on which commercial banks are open
      for general business in New York, London and Bucharest (other than solely
      for services via the internet);

                                                                          
	 	 	 
	 	
                                                                            "Business Name Assignment
      "

                                                                          	
                                                                            means
      the Business Name Assignment and License Agreement to be entered into on
      or before the Closing Date between the Sellers, the Guarantor and the
      Purchaser or an Affiliate of the Purchaser in respect of the assignment
      and license of the "Media Pro" name;

                                                                          
	 	 	 
	 	
                                                                            "Cash
      Consideration"

                                                                          	
                                                                            has
      the meaning set forth in Clause 2.2.1;

                                                                          
	 	 	 
	 	
                                                                            "Claim"

                                                                          	
                                                                            means
      any claims, rights, actions or proceedings of any nature, contingent or
      actual, known or unknown, including any appeals in such proceedings,
      whether asserted or not, which a person has, could have had, or in the
      future could have against any person or any of its subsidiaries and
      Affiliates or current or former shareholders, relating in any way to the
      assets, ownership structure or other affairs of such person or any of its
      subsidiaries or current or former shareholders and
    Affiliates;

                                                                          
	 	 	 
	 	
                                                                            "Closing"

                                                                          	
                                                                            means
      the completion of the sale and purchase of the Sale Securities as
      described in Clause 4;

                                                                          
	 	 	 
	 	
                                                                            "Closing
      Date"

                                                                          	
                                                                            has
      the meaning set forth in Clause 4.1;

                                                                          
	 	 	 
	 	
                                                                            "Closing
      Statement"

                                                                          	
                                                                            means
      the statement prepared by the Sellers setting out in Part A the Estimated
      Adjustment Amount and in Part B the details of the Estimated Gross
      Receivable by MPE from the Specific Related Parties and the Estimated
      Gross (Payable) by MPE to the Specific Related Parties (trade related)
      together with a certification by a director of each Seller that the Gross
      Receivable by MPE is solely in relation to goods and services that have
      been fully performed and delivered as at the Closing Date and that no
      further performance or delivery of goods by any of the Target Companies is
      required whatsoever in respect of the Gross Receivable by MPE from
      Specific Related Parties other than the use of property rented by Specific
      Related Parties from Target Companies under agreements set out in Schedule
      5;

                                                                          


                                                                  

                                                                  
                                                                     

                                                                    
                                                                      
                                                                      

                                                                    

                                                                    
                                                                      5

                                                                      
                                                                        

                                                                      

                                                                    

                                                                    
                                                                      
                                                                      

                                                                    

                                                                  

                                                                

                                                                
                                                                   

                                                                  
                                                                    	 	 	 
	 	
                                                                            "CME"

                                                                          	
                                                                            means
      Central European Media Enterprises Ltd., a Bermuda
  company;

                                                                          
	 	 	 
	 	
                                                                            "CME Common
      Shares"

                                                                          	
                                                                            means
      the Class A Common Shares and the Class B Common Shares in the capital of
      CME;

                                                                          
	 	 	 
	 	
                                                                            "Conditions
      Precedent"

                                                                          	
                                                                            means
      the conditions to Closing set out in Clause 3;

                                                                          
	 	 	 
	 	
                                                                            "Consideration
      Shares"

                                                                          	
                                                                            has
      the meaning set forth in Clause 2.2.2;

                                                                          
	 	 	 
	 	
                                                                            "Control"

                                                                          	
                                                                            means
      the power to direct or cause the direction of the management or policy of
      any person, directly or indirectly, whether through family relationship
      (if a natural person), the holding of securities or other participation
      interests, by virtue of an agreement, arrangement or understanding or on
      other grounds, and "Controlling" and "Controlled" shall have
      the correlative meanings proceeding from this term;

                                                                          
	 	 	 
	 	
                                                                            "Converted Shareholder
      Loans"

                                                                          	
                                                                            means such of the Shareholder
      Loans in the aggregate principal amount of not less than RON 75 million
      that are capitalized in accordance with Clause 3.1.14
      of the Conditions Precedent (with the aggregate amount of such Shareholder
      Loans denominated in a currency other than RON revalued in RON as of any
      relevant date);

                                                                          
	 	 	 
	 	
                                                                            "Data Protection
      Legislation"

                                                                          	
                                                                            means
      all laws applicable in Romania or in any other relevant jurisdiction
      concerning the protection and/or processing of personal
    data;

                                                                          
	 	
                                                                            "Disclosure
      Schedule"

                                                                          	
                                                                            means
      the disclosures made as of the Execution Date against the Warranties of
      the Sellers set out in Schedule
      4, which disclosures have been arranged in sections
      corresponding to the numbering and lettering of the applicable Warranty in
      Schedule 3 (and which shall also apply to other
      Warranties only to the extent that it is reasonably apparent from the face
      of the disclosure that such disclosure would also apply to such other
      Warranties);

                                                                          
	 	 	 
	 	
                                                                            "Domino"

                                                                          	
                                                                            means
      Domino Production S.R.L., a Romanian legal person, registered under the
      number J40/7857/2007, fiscal registration number CUI 21597484 and having
      its registered address at Bucharest, 5 Intr. Nicolae Iorga Street, 1st
      Floor, Apart. 7, Sector 1, Romania;

                                                                          
	 	 	 
	 	
                                                                            "Encumbrances"

                                                                          	
                                                                            means
      any Claim, charge, mortgage, pledge, security, lien, option, equity, power
      of sale, hypothecation or other third party right, retention of title,
      right of pre-emption, right to acquire, right of first refusal or security
      interest of any kind;

                                                                          


                                                                  

                                                                  
                                                                     

                                                                    
                                                                      
                                                                      

                                                                    

                                                                    
                                                                      6

                                                                      
                                                                        

                                                                      

                                                                    

                                                                    
                                                                      
                                                                      

                                                                    

                                                                  

                                                                

                                                                
                                                                   

                                                                  
                                                                    	 	
                                                                            "Estimated Adjustment
      Amount"

                                                                          	
                                                                            means
      the amount equal to the estimated adjustment amount estimated in good
      faith in accordance with Schedule
      9 and set out in the Closing Statement;



                                                                          
	 	
                                                                            "Execution
      Date"

                                                                          	
                                                                            means
      the date hereof;

                                                                          
	 	 	 
	 	
                                                                            "Existing
      Dispute"

                                                                          	
                                                                            has
      the meaning set forth in Clause 27.3;

                                                                          
	 	 	 
	 	
                                                                            "Euro" or "EUR" or "€"

                                                                          	
                                                                            means
      the single currency of those member states of the European Communities
      that adopt or have adopted the Euro as their lawful currency under the
      legislation of the European Communities for Economic Monetary
      Union;

                                                                          
	 	 	 
	 	
                                                                            "Film Production and Financing
      Terms"

                                                                          	
                                                                            means
      the Film Production and Financing Terms between Adrian Sarbu and CME
      attached as Schedule 11;

                                                                          
	 	 	 
	 	
                                                                            "Governmental
      Authority"

                                                                          	
                                                                            means
      any supranational, national, provincial, municipal or other court,
      arbitral tribunal, administrative agency or commission or other
      governmental administrative or regulatory body, authority, agency or
      instrumentality;

                                                                          
	 	 	 
	 	
                                                                            "Guaranteed
      Obligations"

                                                                          	
                                                                            has
      the meaning set forth in Clause 12.1;

                                                                          
	 	 	 
	 	
                                                                            "Guarantor"

                                                                          	
                                                                            means
      Adrian Sarbu, a national of Romania, residing at 4A Modrogan Street, Sc.
      A, Et. 5, Apt. 15, Section 1, Bucharest, Romania;

                                                                          
	 	 	 
	 	
                                                                            "HMO"

                                                                          	
                                                                            means
      Hollywood Multiplex Operation S.R.L., a Romanian legal person, registered
      under the number J40/6452/1999, fiscal registration number CUI 11966932
      and having its registered address at Bucharest, 55-59 Calea Vitan Street,
      2nd
      Floor, Sector 3, Romania;

                                                                          
	 	 	 
	 	
                                                                            "IFRS"

                                                                          	
                                                                            means
      the International Financial Reporting Standards promulgated from time to
      time by the International Accounting Standards Board;

                                                                          
	 	 	 
	 	
                                                                            "Indemnified
      Party"

                                                                          	
                                                                            has
      the meaning set forth in Clause 10.3;

                                                                          
	 	 	 
	 	
                                                                            "Indemnity
      Claim"

                                                                          	
                                                                            means
      any claim by the Purchaser Protected Party pursuant to the indemnities in
      Clause 10;

                                                                          
	 	 	 
	 	
                                                                            "Information
      Technology"

                                                                          	
                                                                            means
      software, hardware, networks, data bases and other analogous rights of any
      description whatsoever, used by the Target Companies and necessary to
      carry out the Media Pro Entertainment Business;

                                                                          
	 	 	 
	 	
                                                                            "ING Existing
      Facility"

                                                                          	
                                                                            means
      the facility agreement dated 12 November 2001 (as amended) among ING Bank
      N.V., Media Pro Management, MPP, MPS, MPME, Pro Video as well as certain
      other Affiliates of the Sellers;

                                                                          


                                                                  

                                                                  
                                                                     

                                                                    
                                                                      
                                                                      

                                                                    

                                                                    
                                                                      7

                                                                      
                                                                        

                                                                      

                                                                    

                                                                    
                                                                      
                                                                      

                                                                    

                                                                  

                                                                

                                                                
                                                                   

                                                                  
                                                                    	 	
                                                                            "ING Security
      Interests"

                                                                          	
                                                                            means
      any security granted by the Target Companies in favour of ING Bank N.V. or
      its affiliates pursuant to the ING Existing Facility;

                                                                          
	 	 	 
	 	
                                                                            "Intellectual
      Property"

                                                                          	
                                                                            means
      all rights in and in relation to patents, inventions, know-how, if any,
      trade marks (including the Media Pro Trademarks as detailed in Schedule
      6), trade mark applications, trade or business names,
      domain names, utility models, copyrights (and all extensions and renewals
      thereof), registered and unregistered design rights, databases, software,
      know-how and other confidential information and trade secrets (including
      customer and supplier lists) and other analogous rights of any description
      whatsoever, whether registered or capable of registration, necessary to
      carry out the Media Pro Entertainment Business;

                                                                          
	 	 	 
	 	
                                                                            "Longstop
      Date"

                                                                          	
                                                                            means
      December 31st,
      2009, or such later date as the Parties may agree in
    writing;

                                                                          
	 	 	 
	 	
                                                                            "Losses"

                                                                          	
                                                                            has
      the meaning provided in Clause 10.1;

                                                                          
	 	 	 
	 	
                                                                            "Management
      Accounts"

                                                                          	
                                                                            means
      the monthly consolidated financial statements of the Media Pro
      Entertainment Business, consisting of balance sheet, profit and loss
      accounts and cash flow statements prepared in each case in RON in
      accordance with IFRS, and the notes, reports and statements required to be
      annexed thereto audited as at December 31st,
      2008;

                                                                          
	 	 	 
	 	
                                                                            "Material Adverse
      Effect"

                                                                          	
                                                                            means
      an effect that is or is reasonably likely to be materially adverse to the
      assets, business, results of operations, financial condition or prospects
      of the Media Pro Entertainment Business, including any acceleration of the
      ING Existing Facility or enforcement against the ING Security Interests or
      any enforcement action by any relevant Tax Authority against any of the
      assets of the Target Companies;

                                                                          
	 	 	 
	 	
                                                                            "Media Pro
      Authorizations"

                                                                          	
                                                                            means
      all approvals, licenses, permits and authorizations required for lawfully
      carrying out the Media Pro Entertainment Business;

                                                                          
	 	 	 
	 	
                                                                            "Media Pro Entertainment
      Business" or "MPE"

                                                                          	
                                                                            means
      the operations of the Target Companies and such other related businesses
      owned or operated by the Target Companies and/or their
      subsidiaries;

                                                                          
	 	 	 
	 	
                                                                            "Media Pro
      Trademarks"

                                                                          	
                                                                            means
      all trademarks using the Media Pro name that have been applied for and/or
      registered by the Guarantor or any of its Affiliates, the particulars of
      which are set out in further detail in Schedule
      6;

                                                                          
	 	 	 
	 	
                                                                            "MP BV
      Securities"

                                                                          	
                                                                            means
      the following Ownership Interests held by MP BV:



                                                                            (i)    
      2,998,818 shares of MPP (which represents a 62.52% Ownership Interest);
      and

(ii)    80
      shares of Pro Video (which represents a 0.05% Ownership
      Interest);

                                                                          


                                                                  

                                                                  
                                                                     

                                                                    
                                                                      
                                                                      

                                                                    

                                                                    
                                                                      8

                                                                      
                                                                        

                                                                      

                                                                    

                                                                    
                                                                      
                                                                      

                                                                    

                                                                  

                                                                

                                                                 

                                                                
                                                                  
                                                                    	 	
                                                                            "MPD"

                                                                          	
                                                                            means
      Media Pro Distribution S.R.L., a Romanian legal person, registered under
      the number J23/2135/2007, fiscal registration code CUI 18734735 and having
      its registered address at Buftea, 1 Studioului Street, Central Building of
      Studiourile Media Pro SA, room 141, Ilfov County,
  Romania;

                                                                          
	 	 	 
	 	
                                                                            "MPE Romanian Transfer
      Agreements"

                                                                          	
                                                                            means
      the agreements on the transfer of the relevant Ownership Interests in each
      of MPP, MPS, MPD, MPME and PRO VIDEO between the applicable Seller and the
      Purchaser (together with any Affiliate of the Purchaser as the Purchaser
      shall direct in writing to the applicable Seller in respect of some or all
      of the Sale Securities) to be entered into on or before the Closing Date
      in the Agreed Form;

                                                                          
	 	 	 
	 	
                                                                            "MPME"

                                                                          	
                                                                            means
      Media Pro Music and Entertainment S.R.L., a Romanian legal person,
      registered under the number J23/3300/2008, fiscal registration number CUI
      24651464 and having its registered address at Buftea, 1 Studioului Street,
      Central Building of Studiourile Media Pro SA, room 141, Ilfov County,
      Romania;

                                                                          
	 	 	 
	 	
                                                                            "MPM
      Securities"

                                                                          	
                                                                            means
      the following Ownership Interests held by Media Pro
      Management:

                                                                          
	 	 	 
	 	 	(i) 	
                                                                            1,797,395
      shares of MPP (which represents a 37.48% Ownership
    Interest);

                                                                          
	 	 	 
	 	 	(ii) 	450
      shares of MPD (which represents a 90% Ownership Interest);
	 	 	 
	 	 	(iii) 	a
      100% Ownership Interest in MPP Czech (which corresponds to the investment
      contribution to the registered capital of Media Pro Pictures s.r.o. in the
      amount of CZK 200,000);
	 	 	 
	 	 	(iv) 	168,020
      shares of Pro Video (which represents a 99.95% Ownership Interest);
      and
	 	 	 
	 	 	(v)	
                                                                            12
      shares of MPME (which represents a 60% Ownership
      Interest), 

                                                                          
	 	 	 
	 	
                                                                            "MPP"

                                                                          	
                                                                            together with
      such additional shares as may be issued in connection with any increase in
      the equity of any such Target Company in connection with the conversion of
      the Converted Shareholder Loans pursuant to Clause 3.1.14;
      means Media Pro Pictures S.A., a Romanian legal person, registered
      under the number J23/1058/2001, fiscal registration code CUI 9325987 and
      having its registered address at Buftea, Studioului Street, Building 1 on
      the set, 2nd
      Floor, Ilfov County, Romania;

                                                                          


                                                                  

                                                                  
                                                                     

                                                                    
                                                                      
                                                                      

                                                                    

                                                                    
                                                                      9

                                                                      
                                                                        

                                                                      

                                                                    

                                                                    
                                                                      
                                                                      

                                                                    

                                                                  

                                                                

                                                                 

                                                                
                                                                  
                                                                    	 	
                                                                            "MPP Czech"

                                                                             

                                                                          	
                                                                            means
      Media Pro Pictures s.r.o., a limited liability company organized and
      existing under the laws of the Czech Republic, identification number 278
      62 950, having its registered address at Prague 5, Kříženeckého nám.
      1078/5A, Postal Code 152 00, the Czech Republic,
      registered in the Commercial Register maintained by the City Court in
      Prague, Section C, Insert 122487, and having the registered capital in the
      amount of CZK 200,000;

                                                                          
	 	 	 
	 	
                                                                            "MPP Czech Transfer
      Agreement"

                                                                          	
                                                                            means
      the Agreement on Transfer of the 100% Ownership Interest in MPP Czech
      (which corresponds to the entire registered capital of MPP Czech of CZK
      200,000) between Media Pro Management and the Purchaser to be entered into
      on or before the Closing Date in the Agreed Form;

                                                                          
	 	 	 
	 	
                                                                            "MPS"

                                                                          	
                                                                            means
      Studiourile Media Pro S.A., a Romanian legal person, registered under the
      number J23/2525/2002, fiscal registration number 2788288 and having its
      registered address at Buftea, 1 Studioului Street, Ilfov County,
      Romania;

                                                                          
	 	 	 
	 	
                                                                            "Net Specific Related Parties’
      Receivable/(Payable)"

                                                                          	
                                                                            means
      the amount equal to the Net Specific Related Parties’ Receivable/(Payable)
      as determined or agreed in accordance with the provisions of Schedule
      9 and set out in the Adjustment Statement (which, for the avoidance
      of doubt, shall exclude any Assigned Receivable that is subject to a
      Set-Off);

                                                                          
	 	 	 
	 	
                                                                            "Ownership
      Interests"

                                                                          	
                                                                            means
      the shares, participation rights or other equity ownership interest of any
      person;

                                                                          
	 	 	 
	 	
                                                                            "Party" or "Parties"

                                                                          	
                                                                            means
      a party and collectively the parties to this Agreement, provided that,
      references to "Party" or "Parties" shall only include CME Romania when the
      term is used in Clause 9.6 and Clauses 13 to
      27 (inclusive);

                                                                          
	 	 	 
	 	
                                                                            "Permitted
      Contracts"

                                                                          	
                                                                            means
      (i) any rental agreements with Specific Related Parties in effect on the
      Execution Date; (ii) any communications services contracts with Specific
      Related Parties in effect on the Execution Date; (iii) contracts,
      agreements or arrangements for the provision of management, consulting or
      similar services by Media Pro Management to any of the Target Companies in
      effect as of the Execution Date; and (iv) agreements for the provision of
      any other goods or services provided in the ordinary course on an arms'
      length basis by the Sellers and their Affiliates (excluding the Target
      Companies) to the Target Companies, provided that Permitted Contracts in
      the aggregate may not obligate the Target Companies to payments of more
      than EUR 100,000 per month;

                                                                          
	 	 	 
	 	
                                                                            "Programming
      Library"

                                                                          	
                                                                            means
      all programming, production, dubbing and other rights (including any
      commitments or options to acquire or renew any such rights in the future)
      held on behalf of the Media Pro Entertainment Business by the Target
      Companies or otherwise, including any receivables due from the sale or
      transfer of such rights;

                                                                          


                                                                  

                                                                  
                                                                     

                                                                    
                                                                      
                                                                      

                                                                    

                                                                    
                                                                      10

                                                                      
                                                                        

                                                                      

                                                                    

                                                                    
                                                                      
                                                                      

                                                                    

                                                                  

                                                                

                                                                 

                                                                
                                                                  
                                                                    	 	
                                                                            "Pro
    Video"

                                                                          	
                                                                            means
      Pro Video S.R.L., a Romanian legal person, registered under the number
      J23/247/2002, fiscal registration number CUI 11277792 and having its
      registered address at Buftea, 1 Studioului Street, Building Studio Sunet,
      1st
      Floor, Ilfov County, Romania;

                                                                          
	 	 	 
	 	
                                                                            "Purchase
      Consideration"

                                                                          	
                                                                            means
      the Cash Consideration, the Consideration Shares and the
      Warrant;

                                                                          
	 	 	 
	 	
                                                                            "Purchaser Protected
      Parties"

                                                                          	
                                                                            has
      the meaning set forth in Clause 10.1;

                                                                          
	 	 	 
	 	
                                                                            "RCC"

                                                                          	
                                                                            means the Romanian Competition Council;

                                                                          
	 	 	 
	 	
                                                                            "Real Properties"

                                                                          	
                                                                            means
      the properties owned or occupied by the Target Companies, particulars of
      which are set out in Schedule
      5;

                                                                          
	 	 	 
	 	
                                                                            "Related Dispute"

                                                                          	
                                                                            has the
      meaning set forth in Clause 27.3;

                                                                          
	 	 	 
	 	
                                                                            "Remaining Shareholder
      Loans"

                                                                          	
                                                                            means
      such of the Shareholder Loans, other than the Converted Shareholder Loans,
      in the aggregate maximum principal amount of RON 18
    million;

                                                                          
	 	 	 
	 	
                                                                            "Rodinka"

                                                                          	
                                                                            means
      Takova normalni rodinka s.r.o., a limited liability company organized and
      existing under the laws of the Czech Republic, with identification No. 279
      32 702, having its registered seat at Prague 2, Kunĕtická 2534/2, Postal
      Code 120 00, registered in the Commercial Register maintained by the City
      Court in Prague, Section C, Insert 127421;

                                                                          
	 	 	 
	 	
                                                                            "RON"

                                                                          	
                                                                            means
      the lawful currency of Romania;

                                                                          
	 	 	 
	 	
                                                                            "Sale
      Securities"

                                                                          	
                                                                            means
      the MPM Securities and the MP BV Securities;

                                                                          
	 	 	 
	 	
                                                                            "Set-Off"

                                                                          	
                                                                            means
      the extinguishing of any Remaining Shareholder Loans by set off against any Assigned Receivable
      pursuant to Clause 3.1.16;

                                                                          
	 	 	 
	 	
                                                                            "Set-Off Amount"

                                                                          	
                                                                            means the aggregate principal amount of Remaining Shareholder
      Loans set off against any Assigned Receivable in any
    Set-Off;

                                                                          
	 	 	 
	 	
                                                                            "Shareholder Loans"

                                                                          	
                                                                            means
      the shareholder and related party loans set forth in Schedule
      7 hereto, which shall all be assigned to Media Pro
      Management pursuant to Clause 3.1.14;

                                                                          
	 	 	 
	 	
                                                                            "Specific Related Parties"

                                                                          	
                                                                            means those entities, in which the Guarantor has direct or
      indirect ownership interests, having commercial relationships with MPE,
      set out in Schedule 15;

                                                                          
	 	 	 
	 	
                                                                            "Subscription Agreement"

                                                                          	
                                                                            means
      the Subscription Agreement between CME and the Sellers, to be entered into
      on or before the Closing Date in the Agreed Form attached as Schedule
      12;

                                                                          


                                                                  

                                                                  
                                                                     

                                                                    
                                                                      
                                                                      

                                                                    

                                                                    
                                                                      11

                                                                      
                                                                        

                                                                      

                                                                    

                                                                    
                                                                      
                                                                      

                                                                    

                                                                  

                                                                

                                                                 

                                                                
                                                                  
                                                                    	 	
                                                                            "Supplementary Disclosure
      Schedule"

                                                                          	
                                                                            means
      the disclosures made as of the Closing Date against the Warranties of the
      Sellers, which disclosures have been arranged in sections corresponding to
      the numbering and lettering of the applicable Warranty in Schedule
      3 (and which shall also apply to other Warranties only to
      the extent that it is reasonably apparent from the face of the disclosure
      that such disclosure would also apply to such other
      Warranties);

                                                                          
	 	 	 
	 	
                                                                            "Target Companies"

                                                                          	
                                                                            means Domino, HMO, MPD, MPME, MPP, MPP Czech, MPS, Pro Video,
      Rodinka and Zmena;

                                                                          
	 	 	 
	 	
                                                                            "Target Deficit"

                                                                          	
                                                                            means an amount equal to RON 30 million;

                                                                          
	 	 	 
	 	
                                                                            "Tax" or "Taxes"

                                                                          	
                                                                            means any or all taxes, however denominated, including any
      interest, penalties or other additions to tax that may become payable in
      respect thereof, imposed by any Governmental Authority, which taxes shall
      include all income or profits taxes, payroll and employee withholding
      taxes, social and health insurance contributions, sales and use taxes, ad
      valorem taxes, excise taxes, franchise taxes, business license taxes,
      occupation taxes, real and personal property taxes, stamp taxes,
      environmental taxes, withholding taxes, securing taxes, transfer taxes and
      other governmental charges or obligations of the same or of a similar
      nature to any of the foregoing which are required to be paid, withheld or
      collected;

                                                                          
	 	 	 
	 	
                                                                            "Tax Authority"

                                                                          	
                                                                            means a Governmental Authority competent to impose or collect
      Taxes;

                                                                          
	 	 	 
	 	
                                                                            "Third Party Claim"

                                                                          	
                                                                            means any Claim against any Purchaser Protected Party by any
      person other than a Party to this Agreement;

                                                                          
	 	 	 
	 	
                                                                            "Total MPE Net Working Capital Deficit"

                                                                          	
                                                                            means
      the amount set forth in Schedule
      9;



                                                                          
	 	 	 
	 	
                                                                            "Trademark Assignments"

                                                                          	
                                                                            means the Deed of Assignment to be signed on or before the
      Closing Date between the Purchaser or an Affiliate designated by it and
      the Guarantor in respect of the assignment to the Purchaser or such
      Affiliate of all right, title and interest to certain Media Pro Trademarks
      not currently owned and registered in the name of a Target
      Company;

                                                                          
	 	 	 
	 	
                                                                            "Transaction"

                                                                          	
                                                                            means
      the transaction set out in Clause 2;

                                                                          
	 	 	 
	 	
                                                                            "Transaction Documents"

                                                                          	
                                                                            means this Agreement, the Business Names Assignment, the
      Trademark Assignments, the Subscription Agreement and the Warrant, and all
      other documents entered into pursuant to or in connection with the
      foregoing;

                                                                          
	 	 	 
	 	
                                                                            "US Dollars" or "US$"

                                                                          	
                                                                            means the official currency for the time being of the United
      States of America;

                                                                          
	 	 	 
	 	
                                                                            "Warrant "

                                                                          	
                                                                            means
      the Common Stock Purchase Warrant in the Agreed Form attached as
      Schedule 13;

                                                                          
	 	 	 
	 	
                                                                            "Warranties"

                                                                          	
                                                                            means
      the warranties contained in Schedule
      3 and each statement identified as a warranty in any other
      Transaction Document;

                                                                          
	 	 	 
	 	
                                                                            "Working Hours"

                                                                          	
                                                                            means
      the hours of 9:00 a.m. to 5:00 p.m. on a Business Day;
      and

                                                                          
	 	 	 
	 	
                                                                            "Zmena"

                                                                          	
                                                                            means
      Zmena s.r.o., a limited liability company organized and existing under the
      laws of the Czech Republic, with identification No. 279 40 284, having its
      registered seat at Prague 2, Vinohrady, Máchova 431/21, Postal Code 120
      00, registered in the Commercial Register maintained by the City Court in
      Prague, Section C, Insert 128035.

                                                                          


                                                                  

                                                                  
                                                                     

                                                                    
                                                                      
                                                                      

                                                                    

                                                                    
                                                                      12

                                                                      
                                                                        

                                                                      

                                                                    

                                                                    
                                                                      
                                                                      

                                                                    

                                                                  

                                                                

                                                                 

                                                                
                                                                  
                                                                  

                                                                  
                                                                    	
                                                                            1.2

                                                                          	
                                                                            In
      construing this Agreement, unless otherwise
  specified:

                                                                          


                                                                  

                                                                  


                                                                  
                                                                    	
                                                                             
      

                                                                          	
                                                                            1.2.1

                                                                          	
                                                                            references
      to Clauses and Schedules are to Clauses of, and Schedules to, this
      Agreement;

                                                                          


                                                                  

                                                                  


                                                                  
                                                                    	
                                                                             
      

                                                                          	
                                                                            1.2.2

                                                                          	
                                                                            references
      to a "person"
      shall be construed so as to include any physical or legal person, firm,
      company or other body corporate, government, state or agency of a
      Governmental Authority or any joint venture, association or partnership
      (whether or not having separate legal
  personality);

                                                                          


                                                                  

                                                                  


                                                                  
                                                                    	
                                                                             
      

                                                                          	
                                                                            1.2.3

                                                                          	
                                                                            words
      in the singular include the plural and in the plural include the singular,
      and a reference to one gender includes a reference to the other
      gender;

                                                                          


                                                                  

                                                                  


                                                                  
                                                                    	
                                                                             
      

                                                                          	
                                                                            1.2.4

                                                                          	
                                                                            a
      reference to any law, regulation, statute or statutory provision shall be
      construed as a reference to the same as it may have been, or may from time
      to time be, amended, modified or
re-enacted;

                                                                          


                                                                  

                                                                  


                                                                  
                                                                    	
                                                                             
      

                                                                          	
                                                                            1.2.5

                                                                          	
                                                                            any
      reference to a "day" (including within
      the phrase "Business
      Day") shall mean a period of 24 hours running from midnight to
      midnight (except for the days of time change lasting 25 or 23 hours which
      days shall be 25 or 23 hours
respectively);

                                                                          


                                                                  

                                                                  


                                                                  
                                                                    	
                                                                             
      

                                                                          	
                                                                            1.2.6

                                                                          	
                                                                            references
      to time are to Greenwich Mean Time;

                                                                          


                                                                  

                                                                  


                                                                  
                                                                    	
                                                                             
      

                                                                          	
                                                                            1.2.7

                                                                          	
                                                                            a
      reference to any other document referred to in this Agreement is a
      reference to that other document as amended, varied, novated or
      supplemented (other than in breach of the provisions of this Agreement)
      from time to time;

                                                                          


                                                                  

                                                                  


                                                                  
                                                                    	
                                                                             
      

                                                                          	
                                                                            1.2.8

                                                                          	
                                                                            headings,
      sub-headings, recitals and titles are for convenience only and do not
      affect the interpretation of this
Agreement;

                                                                          


                                                                  

                                                                  


                                                                  
                                                                    	
                                                                             
      

                                                                          	
                                                                            1.2.9

                                                                          	
                                                                            references
      to documents being in writing shall not include
  e-mail;

                                                                          


                                                                  

                                                                  


                                                                  
                                                                    	
                                                                             
      

                                                                          	
                                                                            1.2.10

                                                                          	
                                                                            general
      words shall not be given a restrictive meaning by reason of the fact that
      they are followed by particular examples intended to be embraced by the
      general words;

                                                                          


                                                                  

                                                                  
                                                                    
                                                                       

                                                                      
                                                                        
                                                                        

                                                                      

                                                                      
                                                                        13

                                                                        
                                                                          

                                                                        

                                                                      

                                                                      
                                                                        
                                                                        

                                                                      

                                                                    

                                                                     

                                                                    
                                                                      	
                                                                               
      

                                                                            	
                                                                              1.2.11

                                                                            	
                                                                              the
      words "include",
      "includes", "including" and "in particular" shall be
      deemed in each case to be followed by the words "without
      limitation";

                                                                            


                                                                    

                                                                    


                                                                    
                                                                      	
                                                                               
      

                                                                            	
                                                                              1.2.12

                                                                            	
                                                                              all
      obligations and liabilities on the part of the Sellers are joint and
      several and shall be construed accordingly;
and

                                                                            


                                                                    

                                                                    


                                                                    
                                                                      	
                                                                               
      

                                                                            	
                                                                              1.2.13

                                                                            	
                                                                              references
      to a "Party" or
      the "Parties"
      shall be construed as to include each of its permitted successors and
      permitted assignees.

                                                                            


                                                                    

                                                                    


                                                                    
                                                                      	
                                                                              1.3

                                                                            	
                                                                              The
      Schedules form an integral part of this Agreement and any reference to
      this Agreement shall include the
Schedules.

                                                                            


                                                                    

                                                                    


                                                                    
                                                                      	
                                                                              2.

                                                                            	
                                                                              Transaction
      and Determination of Purchase Consideration

                                                                            


                                                                    

                                                                    


                                                                    
                                                                      	
                                                                              2.1

                                                                            	
                                                                              Subject
      to the terms and conditions herein, including the satisfaction of the
      Conditions Precedent, the Sellers agree to sell, and the Purchaser
      (relying on, amongst other things, the Warranties and undertakings in this
      Agreement) agrees to purchase, the Sale Securities with full title
      guarantee and the Intellectual Property in each case free from all
      Encumbrances and together with all rights and entitlements now or
      hereafter attaching thereto.

                                                                            


                                                                    

                                                                    


                                                                    
                                                                      	
                                                                              2.2

                                                                            	
                                                                              The
      consideration for the purchase by the Purchaser of the Sale Securities, as
      adjusted in accordance with Clause 2.3 (as so adjusted, the "Purchase Consideration")
      shall be apportioned as follows:

                                                                            


                                                                    

                                                                    


                                                                    
                                                                      	
                                                                               
      

                                                                            	
                                                                              2.2.1

                                                                            	
                                                                              the
      payment of ten million US Dollars (US$10,000,000) in cash (the "Cash
      Consideration");

                                                                            


                                                                    

                                                                    


                                                                    
                                                                      	
                                                                               
      

                                                                            	
                                                                              2.2.2

                                                                            	
                                                                              the
      issuance to the Sellers of two million two hundred thousand (2,200,000)
      Class A Common Shares in CME (the "Consideration Shares");
    and

                                                                            


                                                                    

                                                                    


                                                                    
                                                                      	
                                                                               
      

                                                                            	
                                                                              2.2.3

                                                                            	
                                                                              the
      issuance to the Sellers of the
Warrant.

                                                                            


                                                                    

                                                                    


                                                                    
                                                                      	
                                                                              2.3

                                                                            	
                                                                              Following
      the Closing Date, the Estimated Adjustment Amount as detailed on the
      Closing Statement shall be reviewed and adjusted in accordance with Schedule
      10. In the event that the Adjustment Amount is a
      deficit greater than the Target Deficit (as converted using the exchange
      rates in effect on the date of delivery of the Closing Statement), the
      Sellers shall reimburse in immediately available funds to an account
      notified to the Sellers by the Purchaser the amount by which such deficit
      exceeds the Target Deficit.

                                                                            


                                                                    

                                                                    


                                                                    
                                                                      	
                                                                              2.4

                                                                            	
                                                                              On
      Closing the Cash Consideration shall be paid in immediately available
      funds to the accounts of the Sellers notified to the Purchaser not less
      than five (5) Business Days prior to the Closing Date in the amounts
      described in Clause 2.5 and the Consideration Shares and the Warrant issued
      to the Sellers in accordance with the notice provided pursuant to Clause
      3.1.24.

                                                                            


                                                                    

                                                                    


                                                                    
                                                                      	
                                                                              2.5

                                                                            	
                                                                              The
      parties agree that following the capitalization set out in Clause 3.1.14,
      the division of the Purchase Consideration between the Sellers may be
      adjusted to reflect each of the Sellers respective interests in the Target
      Companies.

                                                                            


                                                                    

                                                                    


                                                                    
                                                                      	
                                                                              3.

                                                                            	
                                                                              Conditions
      Precedent to Closing

                                                                            


                                                                    

                                                                    


                                                                    
                                                                      	
                                                                              3.1

                                                                            	
                                                                              The
      obligation of the Purchaser to consummate the Closing is conditional on
      the satisfaction or waiver of all of the following on or prior to the
      Longstop Date:

                                                                            


                                                                    

                                                                    
                                                                      
                                                                         

                                                                        
                                                                          
                                                                          

                                                                        

                                                                        
                                                                          14

                                                                          
                                                                            

                                                                          

                                                                        

                                                                        
                                                                          
                                                                          

                                                                        

                                                                      

                                                                       

                                                                      
                                                                        	
                                                                                 
      

                                                                              	
                                                                                3.1.1

                                                                              	
                                                                                the
      Parties shall have received the written approvals (in a form reasonably
      satisfactory to the Purchaser) of the RCC in connection with the
      acquisition by the Purchaser of the Sale Securities, and such approval
      shall be in full force and effect as at the Closing
  Date;

                                                                              


                                                                      

                                                                      


                                                                      
                                                                        	
                                                                                 
      

                                                                              	
                                                                                3.1.2

                                                                              	
                                                                                each
      of the Sellers shall have obtained all necessary written consents,
      approvals or waivers (which for this purpose shall include the expiry of
      any period following a notification such that consent is deemed to be
      given or no consent is required) in relation to the execution and
      performance by each of them of this Agreement in accordance with its terms
      and each of the other Transaction Documents in accordance with their
      respective terms;

                                                                              


                                                                      

                                                                      


                                                                      
                                                                        	
                                                                                 
      

                                                                              	
                                                                                3.1.3

                                                                              	
                                                                                each
      of the Sellers shall have obtained all and any other authorizations,
      consents and approvals of any Governmental Authority or third party (which
      for this purpose shall include the expiry of any period following a
      notification such that consent is deemed to be given or no consent is
      required) for the consummation of the transactions contemplated by this
      Agreement;

                                                                              


                                                                      

                                                                      


                                                                      
                                                                        	
                                                                                 
      

                                                                              	
                                                                                3.1.4

                                                                              	
                                                                                there
      shall not be any injunction, decision, order or decree of any nature of
      any court or Governmental Authority, or any proceeding pending or
      threatened that could result in such an injunction, decision, order or
      decree, restraining, prohibiting or preventing any aspect of the
      Transaction;

                                                                              


                                                                      

                                                                      


                                                                      
                                                                        	
                                                                                 
      

                                                                              	
                                                                                3.1.5

                                                                              	
                                                                                there
      shall not have been any action, or any statute, law or regulation enacted
      by any Governmental Authority which would cause any Party to be unable to
      consummate any aspect of the Transaction, make any aspect of the
      Transaction illegal or prohibit, restrict or delay the consummation of any
      aspect of the Transaction;

                                                                              


                                                                      

                                                                      


                                                                      
                                                                        	
                                                                                 
      

                                                                              	
                                                                                3.1.6

                                                                              	
                                                                                the
      Purchaser or its Affiliate shall have received such opinions from its
      financial advisor reasonably satisfactory to the Purchaser with respect to
      the terms of the Transaction;

                                                                              


                                                                      

                                                                      


                                                                      
                                                                        	
                                                                                 
      

                                                                              	
                                                                                3.1.7

                                                                              	
                                                                                the
      Purchaser shall have received the Closing Statement containing the
      Estimated Adjustment Amount;

                                                                              


                                                                      

                                                                      


                                                                      
                                                                        	
                                                                                 
      

                                                                              	
                                                                                3.1.8

                                                                              	
                                                                                the
      Purchaser shall have received a certificate, dated as of the Closing Date,
      signed by duly authorized officers of each of the Sellers, as to the
      continued and valid existence of the Target Companies, certifying and
      attaching copies of:

                                                                              


                                                                      

                                                                      


                                                                      
                                                                        	
                                                                                 
      

                                                                              	
                                                                                (i)

                                                                              	
                                                                                the
      organizational documents of each Target Company;
  and

                                                                              


                                                                      

                                                                      


                                                                      
                                                                        	
                                                                                 
      

                                                                              	
                                                                                (ii)

                                                                              	
                                                                                each
      of the documents set out in Clauses 3.1.2 and 3.1.3;

                                                                              


                                                                      

                                                                      


                                                                      
                                                                        	
                                                                                 
      

                                                                              	
                                                                                3.1.9

                                                                              	
                                                                                the
      Sellers and their Affiliates shall have performed and complied in all
      respects with all covenants and agreements required by this Agreement or
      any of the other Transaction Documents to be performed or complied with by
      the Sellers or their Affiliates on or prior to the Closing
      Date;

                                                                              


                                                                      

                                                                      


                                                                      
                                                                        	
                                                                                 
      

                                                                              	
                                                                                3.1.10

                                                                              	
                                                                                the
      Warranties given by the Sellers shall be true and accurate in all material
      respects as of the Closing Date or, if not true, shall have been remedied
      (at the cost of the Sellers) to the reasonable satisfaction
      of  the Purchaser;

                                                                              


                                                                      

                                                                      


                                                                      
                                                                        	
                                                                                 
      

                                                                              	
                                                                                3.1.11

                                                                              	
                                                                                no
      event or circumstance, individually or in the aggregate, shall have
      occurred or be outstanding that may have a Material Adverse
      Effect;

                                                                              


                                                                      

                                                                      
                                                                        
                                                                           

                                                                          
                                                                            
                                                                            

                                                                          

                                                                          
                                                                            15

                                                                            
                                                                              

                                                                            

                                                                          

                                                                          
                                                                            
                                                                            

                                                                          

                                                                        

                                                                         

                                                                        
                                                                          	
                                                                                   
      

                                                                                	
                                                                                  3.1.12

                                                                                	
                                                                                  all
      Encumbrances over any immovable or movable property owned by the Target
      Companies shall have been removed on or prior to the Closing Date and the
      Purchaser shall use its reasonable endeavours to assist in the removal of
      such Encumbrances, including at the sole discretion of the Purchaser,
      providing a loan to the Target Companies to assist with the repayment of
      any of their debt obligations;

                                                                                


                                                                        

                                                                        


                                                                        
                                                                          	
                                                                                   
      

                                                                                	
                                                                                  3.1.13

                                                                                	
                                                                                  subject
      to the Purchaser providing funding to the Target Companies of
      approximately Euro 18.5 million to repay the portion of the ING Existing
      Facility that is attributable to the Target Companies, the Target
      Companies ceasing to be parties, whether as borrowers or as guarantors, to
      the ING Existing Facility, and being released by the bank of any and all
      obligations under the ING Existing Facility and the ING Security Interests
      in a manner reasonably satisfactory to the Purchaser and the Purchaser
      shall use its reasonable endeavours to assist the Target Companies ceasing
      to be parties to the ING Existing Facility, being released from any and
      all obligations under the ING Existing Facility and the ING Security
      Interests, including at the sole discretion of the Purchaser, providing
      funding to the Target Companies to repay the portion of the ING Existing
      Facility that is attributable to the Target Companies in order to assist
      with such actions;

                                                                                


                                                                        

                                                                        


                                                                        
                                                                          	
                                                                                   
      

                                                                                	
                                                                                  3.1.14

                                                                                	
                                                                                  in
      respect of the Shareholder Loans:

                                                                                


                                                                        

                                                                        


                                                                        
                                                                          	
                                                                                   
      

                                                                                	
                                                                                  (i)

                                                                                	
                                                                                  the
      Guarantor procuring that any Shareholder Loans for which Media Pro
      Management is not already a creditor, is assigned to Media Pro Management
      by the entities set out in the column "Creditors" in Schedule 7 to Media
      Pro Management by way of legal assignment signed by all parties thereto
      and Media Pro Management, such that Media Pro Management shall become the
      creditor for all Shareholder Loans;

                                                                                


                                                                        

                                                                        


                                                                        
                                                                          	
                                                                                   
      

                                                                                	
                                                                                  (ii)

                                                                                	
                                                                                  Media
      Pro Management causing the Converted Shareholder Loans to be capitalized
      by the cancellation of such Converted Shareholder Loans in exchange for
      the issuance of new equity by the relevant Target Company;
    and

                                                                                


                                                                        

                                                                        


                                                                        
                                                                          	
                                                                                   
      

                                                                                	
                                                                                  (iii)

                                                                                	
                                                                                  Media
      Pro Management producing evidence reasonably satisfactory to the Purchaser
      that such capitalization has been completed, including the registration of
      such change in the equity of the relevant Target Company with the Romanian
      Trade Registry;

                                                                                


                                                                        

                                                                        


                                                                        
                                                                          	
                                                                                   
      

                                                                                	
                                                                                  3.1.15

                                                                                	
                                                                                  the
      Sellers shall have procured that Media Pro Management shall have delivered
      to the Purchaser evidence satisfactory to the Purchaser of the assignment
      to Media Pro Management of receivables owing from Specific Related Parties
      to the Target Companies that would otherwise constitute all or any part of
      the Gross Receivable by MPE from Specific Related Parties to be specified
      in Schedule 9;

                                                                                


                                                                        

                                                                        


                                                                        
                                                                          	
                                                                                   
      

                                                                                	
                                                                                  3.1.16

                                                                                	
                                                                                  Media
      Pro Management extinguishing such of the Remaining Shareholder Loans whose
      aggregate principal amount is equal to the amount of any Gross Receivable
      by MPE from Specific Related Parties in a maximum aggregate amount equal
      to the Set-Off Amount and producing evidence reasonably satisfactory to
      the Purchaser confirming the extinguishment of such remaining Shareholders
      Loans and the corresponding Assigned
  Receivables;

                                                                                


                                                                        

                                                                        
                                                                          
                                                                             

                                                                            
                                                                              
                                                                              

                                                                            

                                                                            
                                                                              16

                                                                              
                                                                                

                                                                              

                                                                            

                                                                            
                                                                              
                                                                              

                                                                            

                                                                          

                                                                           

                                                                          
                                                                            	
                                                                                     
      

                                                                                  	
                                                                                    3.1.17

                                                                                  	
                                                                                    any
      Remaining Shareholder Loans not extinguished in connection with Clause
      3.1.16 above shall have been assigned to the Purchaser
      or one of its Affiliates by way of an agreement signed by all the parties
      to the relevant Remaining Shareholder Loan and the Purchaser or one of its
      Affiliates and any Assigned Receivable that is not the subject of a
      Set-Off and included in the Set-Off Amount shall be included in the
      Closing Statement;

                                                                                  


                                                                          

                                                                          


                                                                          
                                                                            	
                                                                                     
      

                                                                                  	
                                                                                    3.1.18

                                                                                  	
                                                                                    all
      immovable property owned by MPS and/or MPP as described in Schedule
      5 to this Agreement shall have been duly registered with the
      relevant Romanian land book in accordance with Romanian
    law;

                                                                                  


                                                                          

                                                                          


                                                                          
                                                                            	
                                                                                     
      

                                                                                  	
                                                                                    3.1.19

                                                                                  	
                                                                                    the
      Sellers shall have used their best efforts to obtain a written
      confirmation from InterCom Rt. with respect to maintaining the continued
      existence and full force and effect of that certain license agreement
      between Pro Video and InterCom Rt. after the Closing of the Transaction
      shall have been obtained, in a form acceptable to the
      Purchaser;

                                                                                  


                                                                          

                                                                          


                                                                          
                                                                            	
                                                                                     
      

                                                                                  	
                                                                                    3.1.20

                                                                                  	
                                                                                    Warner
      Home Video shall have been duly notified with respect to the Transaction
      and a written confirmation from Warner Home Video with respect to
      maintaining the continued existence and full force and effect of that
      certain Home Video Distribution License Agreement no.284/01.12.2006
      between Warner Home Video and Pro Video shall have been obtained, in a
      form acceptable to the Purchaser, it being acknowledged by the Purchaser
      that Warner Home Video may, at its sole discretion, immediately terminate
      the License Agreement in accordance with its
  terms;

                                                                                  


                                                                          

                                                                          


                                                                          
                                                                            	
                                                                                     
      

                                                                                  	
                                                                                    3.1.21

                                                                                  	
                                                                                    Panavision
      International LP, Panavision Europe Limited and Lee Lightning LTD shall
      have been duly notified by the Sellers with respect to the Transaction and
      written confirmation from such entities with respect to maintaining the
      agreement to appoint representatives dated 21 June 2006 between such
      respective entities and MPS shall have been obtained, in a form acceptable
      to the Purchaser;

                                                                                  


                                                                          

                                                                          


                                                                          
                                                                            	
                                                                                     
      

                                                                                  	
                                                                                    3.1.22

                                                                                  	
                                                                                    the
      change in the shareholding structure of Domino, pursuant to which MPP
      shall own fifty-two percent (52%), Mihai Cociasu shall own twenty-four and
      a half percent (24.5%) and Pov Shahar Segal Productions shall own
      twenty-four and a half percent (24.5%), shall have been duly registered
      with the Romanian Trade Registry;

                                                                                  


                                                                          

                                                                          


                                                                          
                                                                            	
                                                                                     
      

                                                                                  	
                                                                                    3.1.23

                                                                                  	
                                                                                    the
      Sellers shall have procured that Media Pro Music & Events s.r.l. shall
      have transferred to MPME all assets necessary to operate the business of
      MPME as carried on at the Closing Date;
and

                                                                                  


                                                                          

                                                                          


                                                                          
                                                                            	
                                                                                     
      

                                                                                  	
                                                                                    3.1.24

                                                                                  	
                                                                                    subject
      to Clause 2.5,
      at least 20 days prior to Closing, the Sellers shall provide a written
      notice to the Purchaser and CME setting out the number of Consideration
      Shares and Warrant Shares that each Seller shall receive at
      Closing.

                                                                                  


                                                                          

                                                                          


                                                                          
                                                                            	
                                                                                    3.2

                                                                                  	
                                                                                    The
      obligation of the Sellers to consummate the Closing is conditional on the
      satisfaction or waiver of all of the following on or prior to the Longstop
      Date:

                                                                                  


                                                                          

                                                                          


                                                                          
                                                                            	
                                                                                     
      

                                                                                  	
                                                                                    3.2.1

                                                                                  	
                                                                                    the
      Purchaser shall have obtained all necessary written consents, approvals or
      waivers in relation the execution and performance by the Purchaser of this
      Agreement and each of the other Transaction Documents in each case in
      accordance with their respective
terms;

                                                                                  


                                                                          

                                                                          
                                                                            
                                                                               

                                                                              
                                                                                
                                                                                

                                                                              

                                                                              
                                                                                17

                                                                                
                                                                                  

                                                                                

                                                                              

                                                                              
                                                                                
                                                                                

                                                                              

                                                                            

                                                                             

                                                                            
                                                                              	
                                                                                       
      

                                                                                    	
                                                                                      3.2.2

                                                                                    	
                                                                                      there
      shall not be any injunction, decision, order or decree of any nature of
      any court or Governmental Authority, or any proceeding pending or
      threatened that could result in such an injunction, decision, order or
      decree, restraining, prohibiting or preventing any aspect of the
      Transaction;

                                                                                    


                                                                            

                                                                            


                                                                            
                                                                              	
                                                                                       
      

                                                                                    	
                                                                                      3.2.3

                                                                                    	
                                                                                      there
      shall not have been any action, or any statute, law or regulation enacted
      by any Governmental Authority which would cause any Party to be unable to
      consummate any aspect of the Transaction, make any aspect of the
      Transaction illegal or prohibit, restrict or delay the consummation of any
      aspect of the Transaction;

                                                                                    


                                                                            

                                                                            


                                                                            
                                                                              	
                                                                                       
      

                                                                                    	
                                                                                      3.2.4

                                                                                    	
                                                                                      the
      Purchaser and its Affiliates shall have performed and complied in all
      respects with all covenants and agreements required by this Agreement or
      any of the other Transaction Documents to be performed or complied with by
      the Purchaser or its Affiliates on or prior to the Closing
      Date;

                                                                                    


                                                                            

                                                                            


                                                                            
                                                                              	
                                                                                       
      

                                                                                    	
                                                                                      3.2.5

                                                                                    	
                                                                                      the
      Warranties given by the Purchaser shall be true and accurate in all
      material respects as of the Closing Date or, if not true, shall have been
      remedied (at the cost of the Purchaser) to the reasonable satisfaction of
      the Sellers;

                                                                                    


                                                                            

                                                                            


                                                                            
                                                                              	
                                                                                      3.3

                                                                                    	
                                                                                      Insofar
      as permitted under applicable law, the Purchaser may, in its sole
      discretion, at any time waive, in whole or in part, conditionally or
      unconditionally, any of the Conditions Precedent set out in Clauses 3.1.1 to
      3.1.22 (inclusive) by notice in writing to the
      Sellers.

                                                                                    


                                                                            

                                                                            


                                                                            
                                                                              	
                                                                                      3.4

                                                                                    	
                                                                                      Insofar
      as permitted under applicable law, the Sellers may, in their sole
      discretion, at any time waive, in whole or in part, conditionally or
      unconditionally, any of the Conditions Precedent set out in Clauses 3.2.1 to
      3.2.5 (inclusive) by notice in writing to the
      Purchaser.

                                                                                    


                                                                            

                                                                            


                                                                            
                                                                              	
                                                                                      3.5

                                                                                    	
                                                                                      The
      Parties shall keep each other fully informed and up to date with respect
      to their progress toward the satisfaction of the Conditions
      Precedent.

                                                                                    


                                                                            

                                                                            


                                                                            
                                                                              	
                                                                                      3.6

                                                                                    	
                                                                                      The
      Purchaser and the Sellers shall actively and positively cooperate with
      respect to the satisfaction of the Condition Precedent set out in Clause
      3.1.1 and in
particular:

                                                                                    


                                                                            

                                                                            


                                                                            
                                                                              	
                                                                                       
      

                                                                                    	
                                                                                      (i)

                                                                                    	
                                                                                      the
      Sellers shall provide all information and documents requested by the
      Purchaser in order to facilitate the prompt submission of all
      notifications and submissions to the RCC;
and

                                                                                    


                                                                            

                                                                            


                                                                            
                                                                              	
                                                                                       
      

                                                                                    	
                                                                                      (ii)

                                                                                    	
                                                                                      the
      Sellers shall not, without the prior approval of the Purchaser (which
      approval shall not be unreasonably withheld or delayed), communicate with
      the RCC or make any filing, submission or notification in connection with
      the Transaction.

                                                                                    


                                                                            

                                                                            


                                                                            
                                                                              	
                                                                                      3.7

                                                                                    	
                                                                                      The
      Sellers shall use their best endeavors to satisfy the Conditions Precedent
      for which they are responsible but in the event that the Sellers becomes
      aware that they will not be able to satisfy the Conditions Precedent on or
      before the Longstop Date, the Sellers shall promptly, and in any event not
      less than three (3) Business Days before the Longstop Date, give written
      notice to the Purchaser of their inability to satisfy such Conditions
      Precedent.

                                                                                    


                                                                            

                                                                            
                                                                              
                                                                                 

                                                                                
                                                                                  
                                                                                  

                                                                                

                                                                                
                                                                                  18

                                                                                  
                                                                                    

                                                                                  

                                                                                

                                                                                
                                                                                  
                                                                                  

                                                                                

                                                                              

                                                                               

                                                                              
                                                                                	
                                                                                        3.8

                                                                                      	
                                                                                        If
      any Conditions Precedent have not been satisfied (or have not been waived
      in accordance with Clauses 3.3 or
      3.4)
      on or before the Longstop Date, this Agreement shall, unless otherwise
      agreed by the Parties in writing, terminate and the provisions of Clause 9
      shall apply.

                                                                                      


                                                                              

                                                                              


                                                                              
                                                                                	
                                                                                        4.

                                                                                      	
                                                                                        Closing

                                                                                      


                                                                              

                                                                              


                                                                              
                                                                                	
                                                                                        4.1

                                                                                      	
                                                                                        The
      Parties shall cause the Closing to occur promptly after the date on which
      the last of the Conditions Precedent have been satisfied or waived in
      accordance with this Agreement, but in any event no later than either: (i)
      the end of the month in which the Conditions Precedent are satisfied or
      waived provided that the Conditions Precedent are satisfied or waived
      before the 21st calendar day of that month; or (ii) the end of the
      following month if the Conditions Precedent are satisfied or waived after
      the 21st calendar day of a month (the "Closing
      Date").

                                                                                      


                                                                              

                                                                              


                                                                              
                                                                                	
                                                                                        4.2

                                                                                      	
                                                                                        The
      Closing shall take place on the Closing Date at the offices of Media Pro
      Management at 109 Pache Protopopescu Blv., 6th Floor, sector 2, Bucharest,
      Romania , or at such other location as agreed by the
    Parties.

                                                                                      


                                                                              

                                                                              


                                                                              
                                                                                	
                                                                                        4.3

                                                                                      	
                                                                                        The
      Sellers shall deliver the Closing Statement to the Purchaser at least
      three (3) Business Days prior to the
Closing.

                                                                                      


                                                                              

                                                                              


                                                                              
                                                                                	
                                                                                        4.4

                                                                                      	
                                                                                        The
      Sellers shall deliver a substantially final version of the Supplementary
      Disclosure Schedule to the Purchaser at least three (3) Business Days
      prior to the Closing.

                                                                                      


                                                                              

                                                                              


                                                                              
                                                                                	
                                                                                        4.5

                                                                                      	
                                                                                        All
      deliveries of documents and actions contemplated by this Clause to take
      place at Closing shall be deemed to have taken place simultaneously as
      part of a single transaction, none of which shall be considered to have
      taken place unless and until all such actions shall have taken place,
      provided that the
      Purchaser shall have no obligation to pay or effect any of the Purchase
      Consideration until all Conditions Precedent have been satisfied or
      waived, and all of the actions of the Sellers set out in Clauses 4.6 and 4.7 have been
satisfied.

                                                                                      


                                                                              

                                                                              


                                                                              
                                                                                	
                                                                                        4.6

                                                                                      	
                                                                                        On
      the Closing Date, the Sellers shall deliver or shall procure the delivery
      to the Purchaser of:

                                                                                      


                                                                              

                                                                               

                                                                              
                                                                                
                                                                                  	
                                                                                           
      

                                                                                        	
                                                                                          4.6.1

                                                                                        	
                                                                                          (i)

                                                                                        	
                                                                                          all
      necessary instruments of transfer for each Target Company in respect of
      the Sale Securities, including without limitation, the MPP Czech Transfer
      Agreement and the MPE Romanian Transfer Agreements (governed by the law of
      the relevant jurisdiction applicable to such transfer), duly executed and
      completed by the corresponding Seller in favour of the Purchaser (or in
      favour of any Affiliate of the Purchaser as the Purchaser shall direct in
      writing to the applicable Seller in respect of some or all of the Sale
      Securities), together with the applicable resolutions adopted pursuant to
      Clause 4.7;

                                                                                        


                                                                                

                                                                              

                                                                               

                                                                              
                                                                                	
                                                                                         
      

                                                                                      	
                                                                                        (ii)

                                                                                      	
                                                                                        any
      and all duly executed powers of attorney or other authorities under which
      any of the instruments of transfer have been executed;
  and

                                                                                      


                                                                              

                                                                              


                                                                              
                                                                                	
                                                                                         
      

                                                                                      	
                                                                                        (iii)

                                                                                      	
                                                                                        further
      to Clauses 3.1.2 and 3.1.3,
      certified copies of all other necessary authorizations, waivers and
      consents in respect of the sale of the MPM Securities and MP BV Securities
      and the execution of the instruments of transfer in respect of
      them;

                                                                                      


                                                                              

                                                                              
                                                                                
                                                                                   

                                                                                  
                                                                                    
                                                                                    

                                                                                  

                                                                                  
                                                                                    19

                                                                                    
                                                                                      

                                                                                    

                                                                                  

                                                                                  
                                                                                    
                                                                                    

                                                                                  

                                                                                

                                                                                 

                                                                                
                                                                                  	
                                                                                           
      

                                                                                        	
                                                                                          4.6.2

                                                                                        	
                                                                                          a
      closing certificate in the form attached hereto in Schedule
      2 and, if reasonably requested by the Purchaser, other
      confirmations or evidence of the satisfaction of the Conditions
      Precedent;

                                                                                        


                                                                                

                                                                                


                                                                                
                                                                                  	
                                                                                           
      

                                                                                        	
                                                                                          4.6.3

                                                                                        	
                                                                                          a
      certified copy of the updated registers of Ownership Interests of each
      of:

                                                                                        


                                                                                

                                                                                


                                                                                
                                                                                  	
                                                                                           
      

                                                                                        	
                                                                                          (i)

                                                                                        	
                                                                                          MPP
      evidencing its 10% Ownership Interest in
MPD;

                                                                                        


                                                                                

                                                                                


                                                                                
                                                                                  	
                                                                                           
      

                                                                                        	
                                                                                          (ii)

                                                                                        	
                                                                                          MPP
      evidencing its 81.47% Ownership Interest in
MPS;

                                                                                        


                                                                                

                                                                                


                                                                                
                                                                                  	
                                                                                           
      

                                                                                        	
                                                                                          (iii)

                                                                                        	
                                                                                          MPP
      evidencing its 51% Ownership Interest in
Domino;

                                                                                        


                                                                                

                                                                                


                                                                                
                                                                                  	
                                                                                           
      

                                                                                        	
                                                                                          (iv)

                                                                                        	
                                                                                          Pro
      Video evidencing its 40% Ownership Interest in
  MPME;

                                                                                        


                                                                                

                                                                                


                                                                                
                                                                                  	
                                                                                           
      

                                                                                        	
                                                                                          (v)

                                                                                        	
                                                                                          Pro
      Video evidencing its 100% Ownership Interest in
  HMO;

                                                                                        


                                                                                

                                                                                


                                                                                
                                                                                  	
                                                                                           
      

                                                                                        	
                                                                                          (vi)

                                                                                        	
                                                                                          MPP
      Czech evidencing its 51% Ownership Interest in
  Rodinka;

                                                                                        


                                                                                

                                                                                


                                                                                
                                                                                  	
                                                                                           
      

                                                                                        	
                                                                                          (vii)

                                                                                        	
                                                                                          MPP
      Czech evidencing its 51% Ownership Interest in
  Zmena,

                                                                                        


                                                                                

                                                                                


                                                                                subject
to the Ownership Interests set out in this Clause 4.6.3
being amended pursuant to the capitalization of the Converted Shareholder Loans
as contemplated in Clause 3.1.14
of this Agreement;

                                                                                


                                                                                
                                                                                  	
                                                                                           
      

                                                                                        	
                                                                                          4.6.4

                                                                                        	
                                                                                          one
      (1) counterpart of each of the Trademark Assignments signed by the
      Guarantor and Media Pro Music & Events SRL (as
      applicable);

                                                                                        


                                                                                

                                                                                


                                                                                
                                                                                  	
                                                                                           
      

                                                                                        	
                                                                                          4.6.5

                                                                                        	
                                                                                          one
      (1) counterpart of the Business Name Assignment signed by the Sellers and
      the Guarantor;

                                                                                        


                                                                                

                                                                                


                                                                                
                                                                                  	
                                                                                           
      

                                                                                        	
                                                                                          4.6.6

                                                                                        	
                                                                                          one
      (1) counterpart of the Subscription Agreement duly executed by the
      Sellers;

                                                                                        


                                                                                

                                                                                


                                                                                
                                                                                  	
                                                                                           
      

                                                                                        	
                                                                                          4.6.7

                                                                                        	
                                                                                          the
      Supplementary Disclosure Schedule, if
any;

                                                                                        


                                                                                

                                                                                


                                                                                
                                                                                  	
                                                                                           
      

                                                                                        	
                                                                                          4.6.8

                                                                                        	
                                                                                          written
      resignations of each of the directors and statutory executives of any
      Target Company designated by the Purchaser to the Sellers at least five
      (5) days before the Closing Date to take effect on the Closing Date, in a
      form satisfactory to the Purchaser;
and

                                                                                        


                                                                                

                                                                                


                                                                                
                                                                                  	
                                                                                           
      

                                                                                        	
                                                                                          4.6.9

                                                                                        	
                                                                                          signed
      notices of termination from each of Media Pro Management and MP BV with
      regard to any contracts, agreements or arrangements for the provision of
      management, consulting or similar services by Media Pro Management or MP
      BV to any of the Target Companies, effective as of the Closing Date,
      except: (i) in relation to the Permitted Contracts; or (ii) where the
      terms of any extension of such agreements or arrangements are approved by
      the Board of Directors of CME prior to entry into such
      extension.

                                                                                        


                                                                                

                                                                                


                                                                                
                                                                                  	
                                                                                          4.7

                                                                                        	
                                                                                          On
      or before the Closing Date, the Sellers shall procure that a shareholders
      meeting of each of MPP, MPD, Pro Video and MPME are held to decide on the
      following matters:

                                                                                        


                                                                                

                                                                                


                                                                                
                                                                                  	
                                                                                           
      

                                                                                        	
                                                                                          4.7.1

                                                                                        	
                                                                                          approving
      the execution of the Transaction as well as any relevant documents to
      ensure the registration of the transfer of the Sale Securities from the
      Sellers to the Purchaser or any of its
  Affiliates;

                                                                                        


                                                                                

                                                                                
                                                                                  
                                                                                     

                                                                                    
                                                                                      
                                                                                      

                                                                                    

                                                                                    
                                                                                      20

                                                                                      
                                                                                        

                                                                                      

                                                                                    

                                                                                    
                                                                                      
                                                                                      

                                                                                    

                                                                                  

                                                                                   

                                                                                  
                                                                                    	
                                                                                             
      

                                                                                          	
                                                                                            4.7.2

                                                                                          	
                                                                                            acknowledging
      the waiver by the current shareholders of each relevant Target Company of
      their pre-emption rights on the sale of shares as provided under the
      constitutive acts of such Target
Companies;

                                                                                          


                                                                                  

                                                                                  


                                                                                  
                                                                                    	
                                                                                             
      

                                                                                          	
                                                                                            4.7.3

                                                                                          	
                                                                                            revoking
      as a result of their resignation the directors and statutory executives as
      indicated by the Purchaser at least five days before the Closing
      Date;

                                                                                          


                                                                                  

                                                                                  


                                                                                  
                                                                                    	
                                                                                             
      

                                                                                          	
                                                                                            4.7.4

                                                                                          	
                                                                                            appointing
      the individuals designated by the Purchaser at least five (5) Business
      Days before the Closing Date;

                                                                                          


                                                                                  

                                                                                  


                                                                                  
                                                                                    	
                                                                                             
      

                                                                                          	
                                                                                            4.7.5

                                                                                          	
                                                                                            appointing
      internal auditors for the Target
Companies;

                                                                                          


                                                                                  

                                                                                  


                                                                                  
                                                                                    	
                                                                                             
      

                                                                                          	
                                                                                            4.7.6

                                                                                          	
                                                                                            approving
      the restated constitutive acts of the Target Companies evidencing the new
      shareholding pursuant to the Closing and all other amendments to the
      respective constitutive acts agreed
herein;

                                                                                          


                                                                                  

                                                                                  


                                                                                  
                                                                                    	
                                                                                             
      

                                                                                          	
                                                                                            4.7.7

                                                                                          	
                                                                                            granting
      powers of attorney for the person(s) who is/are empowered to sign and
      execute all Transaction related documents;
and

                                                                                          


                                                                                  

                                                                                  


                                                                                  
                                                                                    	
                                                                                             
      

                                                                                          	
                                                                                            4.7.8

                                                                                          	
                                                                                            with
      respect to MPP only, ratifying all prior shareholder resolutions taken in
      meetings where certain shareholders of MPP have been represented by the
      directors of MPP.

                                                                                          


                                                                                  

                                                                                  


                                                                                  
                                                                                    	
                                                                                            4.8

                                                                                          	
                                                                                            On
      the Closing Date, the Purchaser shall, or shall procure that its relevant
      Affiliate shall:

                                                                                          


                                                                                  

                                                                                  


                                                                                  
                                                                                    	
                                                                                             
      

                                                                                          	
                                                                                            4.8.1

                                                                                          	
                                                                                            pay
      the Cash Consideration;

                                                                                          


                                                                                  

                                                                                  


                                                                                  
                                                                                    	
                                                                                             
      

                                                                                          	
                                                                                            4.8.2

                                                                                          	
                                                                                            deliver,
      in accordance with the written notice delivered pursuant to Clause 3.1.24 (unless delivery in accordance with the
      aforementioned written notice is contrary to any applicable law,
      regulation or direction of any relevant stock exchange or regulator, in
      which case the delivery shall be in accordance with such law, regulation
      or direction and where there is discretion that could be exercised, such
      discretion to be exercised only by the Purchaser and
  CME):

                                                                                          


                                                                                  

                                                                                  


                                                                                  
                                                                                    	
                                                                                             
      

                                                                                          	
                                                                                            (i)

                                                                                          	
                                                                                            one
      (1) counterpart of the Subscription Agreement duly executed by CME to each
      of the Sellers;

                                                                                          


                                                                                  

                                                                                  


                                                                                  
                                                                                    	
                                                                                             
      

                                                                                          	
                                                                                            (ii)

                                                                                          	
                                                                                            the
      Warrant to the Sellers;

                                                                                          


                                                                                  

                                                                                  


                                                                                  
                                                                                    	
                                                                                             
      

                                                                                          	
                                                                                            (iii)

                                                                                          	
                                                                                            certificates
      representing two million two hundred thousand (2,200,000) Class A Common
      Shares, evidencing the number of shares in CME issued to the Sellers, each
      registered in such Seller's name;

                                                                                          


                                                                                  

                                                                                  


                                                                                  
                                                                                    	
                                                                                             
      

                                                                                          	
                                                                                            4.8.3

                                                                                          	
                                                                                            deliver
      one (1) counterpart of each of the Trademark Assignments signed by the
      Purchaser or an Affiliate of the Purchaser (as
  applicable);

                                                                                          


                                                                                  

                                                                                  


                                                                                  
                                                                                    	
                                                                                             
      

                                                                                          	
                                                                                            4.8.4

                                                                                          	
                                                                                            deliver
      one (1) counterpart of the Business Name Assignment signed by the
      Purchaser or an Affiliate of the Purchaser (as applicable);
      and

                                                                                          


                                                                                  

                                                                                  


                                                                                  
                                                                                    	
                                                                                             
      

                                                                                          	
                                                                                            4.8.5

                                                                                          	
                                                                                            deliver
      a closing certificate in the form attached hereto in Schedule
      2.

                                                                                          


                                                                                  

                                                                                  


                                                                                  
                                                                                    	
                                                                                            4.9

                                                                                          	
                                                                                            On
      the Closing Date, CME Romania shall
deliver:

                                                                                          


                                                                                  

                                                                                  
                                                                                    
                                                                                       

                                                                                      
                                                                                        
                                                                                        

                                                                                      

                                                                                      
                                                                                        21

                                                                                        
                                                                                          

                                                                                        

                                                                                      

                                                                                      
                                                                                        
                                                                                        

                                                                                      

                                                                                    

                                                                                     

                                                                                    
                                                                                      	
                                                                                               
      

                                                                                            	
                                                                                              4.9.1

                                                                                            	
                                                                                              all
      necessary instruments of transfer (governed by the law of the relevant
      jurisdiction applicable to such transfer) in respect of the transfer of
      its 8.7% Ownership Interest in Media Pro Management and its 10% Ownership
      Interest in MP BV, duly executed and completed by CME Romania in favour of
      the Guarantor or a party designated by
it;

                                                                                            


                                                                                    

                                                                                    


                                                                                    
                                                                                      	
                                                                                               
      

                                                                                            	
                                                                                              4.9.2

                                                                                            	
                                                                                              any
      and all duly executed powers of attorney or other authorities under which
      any of the instruments of transfer have been executed to the Guarantor or
      a party designated by it; and

                                                                                            


                                                                                    

                                                                                    


                                                                                    
                                                                                      	
                                                                                               
      

                                                                                            	
                                                                                              4.9.3

                                                                                            	
                                                                                              one
      (1) counterpart of a deed of termination and release in relation to the
      pledge agreement between CME Romania and the Guarantor dated August 11,
      2006 to the Guarantor.

                                                                                            


                                                                                    

                                                                                    


                                                                                    
                                                                                      	
                                                                                              4.10

                                                                                            	
                                                                                              On
      the Closing Date, the Purchaser shall procure that Adrian Sarbu shall be
      appointed as Executive Chairman of the company directly owning or
      controlling Media Pro Entertainment Business for an initial term of five
      (5) years effective from the Closing, which term may be renewed by the
      Purchaser in its sole discretion.

                                                                                            


                                                                                    

                                                                                    


                                                                                    
                                                                                      	
                                                                                              4.11

                                                                                            	
                                                                                              If
      Closing does not take place by 5:00 p.m. on the Closing Date (or such
      later time as the Parties may agree in writing) because the Sellers fail
      to comply with any of their obligations under this Clause, the Purchaser
      may, in its sole discretion, by written notice to the
    Sellers:

                                                                                            


                                                                                    

                                                                                    


                                                                                    
                                                                                      	
                                                                                               
      

                                                                                            	
                                                                                              4.11.1

                                                                                            	
                                                                                              postpone
      Closing to a later date (being a date not later than the Longstop Date);
      or

                                                                                            


                                                                                    

                                                                                    


                                                                                    
                                                                                      	
                                                                                               
      

                                                                                            	
                                                                                              4.11.2

                                                                                            	
                                                                                              terminate
      this Agreement, in which case the provisions of Clause 9
      shall apply.

                                                                                            


                                                                                    

                                                                                    


                                                                                    
                                                                                      	
                                                                                              5.

                                                                                            	
                                                                                              Obligations
      Prior to Closing

                                                                                            


                                                                                    

                                                                                    


                                                                                    
                                                                                      	
                                                                                              5.1

                                                                                            	
                                                                                              From
      and including the Execution Date and up to and including the earlier of
      the Closing Date and the Longstop Date, the Sellers shall (on their own
      behalf and on behalf of any
Affiliates):

                                                                                            


                                                                                    

                                                                                    


                                                                                    
                                                                                      	
                                                                                               
      

                                                                                            	
                                                                                              5.1.1

                                                                                            	
                                                                                              procure
      that the Media Pro Entertainment Business shall be conducted in the
      ordinary course;

                                                                                            


                                                                                    

                                                                                    


                                                                                    
                                                                                      	
                                                                                               
      

                                                                                            	
                                                                                              5.1.2

                                                                                            	
                                                                                              use
      their respective best efforts to preserve and protect the assets
      (including the Intellectual Property and the Real Properties) necessary
      for the operation of the Media Pro Entertainment Business and in
      particular maintain in force all insurance policies in respect thereof and
      not knowingly default under any provision thereof, and duly give notice to
      the Purchaser of and maintain any Claims under any such insurance
      policies;

                                                                                            


                                                                                    

                                                                                    


                                                                                    
                                                                                      	
                                                                                               
      

                                                                                            	
                                                                                              5.1.3

                                                                                            	
                                                                                              procure
      that each of the Target Companies will not undertake any action that may
      constitute a breach of any of the Media Pro Authorizations or any other
      applicable licences or authorizations necessary for the operation of the
      Media Pro Entertainment Business;

                                                                                            


                                                                                    

                                                                                    


                                                                                    
                                                                                      	
                                                                                               
      

                                                                                            	
                                                                                              5.1.4

                                                                                            	
                                                                                              not
      dispose of or grant any option or right of pre-emption in respect of any
      part of their assets, including, without limitation, the Ownership
      Interests in the Media Pro Entertainment
  Business;

                                                                                            


                                                                                    

                                                                                    
                                                                                      
                                                                                         

                                                                                        
                                                                                          
                                                                                          

                                                                                        

                                                                                        
                                                                                          22

                                                                                          
                                                                                            

                                                                                          

                                                                                        

                                                                                        
                                                                                          
                                                                                          

                                                                                        

                                                                                      

                                                                                       

                                                                                      
                                                                                        	
                                                                                                 
      

                                                                                              	
                                                                                                5.1.5

                                                                                              	
                                                                                                not
      grant, issue or redeem any mortgage or other Encumbrance, Ownership
      Interest, debenture or other security, or give any guarantee or indemnity
      or otherwise agree to secure any obligation of a third party (except, in
      respect of any indemnity, in the ordinary course of business), or create
      any Encumbrance over any of its assets or undertakings or agree to do any
      of the same;

                                                                                              


                                                                                      

                                                                                      


                                                                                      
                                                                                        	
                                                                                                 
      

                                                                                              	
                                                                                                5.1.6

                                                                                              	
                                                                                                not
      create, allot, issue, acquire, repay or redeem any capital or any capital
      convertible into Ownership Interests (other than pursuant to Clause 3.1.14), or merge or consolidate with a corporate body or any
      other person, enter into any demerger transaction or agree, arrange or
      undertake to do any of those
things;

                                                                                              


                                                                                      

                                                                                      


                                                                                      
                                                                                        	
                                                                                                 
      

                                                                                              	
                                                                                                5.1.7

                                                                                              	
                                                                                                provide
      the Purchaser with full access to such information and personnel as the
      Purchaser shall reasonably request in connection with the acquisition of
      the Media Pro Entertainment Business, the Sale Securities and the
      transactions contemplated hereby;

                                                                                              


                                                                                      

                                                                                      


                                                                                      
                                                                                        	
                                                                                                 
      

                                                                                              	
                                                                                                5.1.8

                                                                                              	
                                                                                                procure
      that the companies (including all Target Companies) operating within the
      Media Pro Entertainment Business shall not do any of the items described
      in Clause 5.2 without the prior written consent of the
      Purchaser;

                                                                                              


                                                                                      

                                                                                      


                                                                                      
                                                                                        	
                                                                                                 
      

                                                                                              	
                                                                                                5.1.9

                                                                                              	
                                                                                                not
      cause or do any act or thing, the commission of which would constitute a
      breach of any Warranty contained herein or which would make any such
      Warranty inaccurate at the Closing
Date;

                                                                                              


                                                                                      

                                                                                      


                                                                                      
                                                                                        	
                                                                                                 
      

                                                                                              	
                                                                                                5.1.10

                                                                                              	
                                                                                                on
      becoming aware prior to the Closing Date of the occurrence of any matter,
      event or circumstance which would constitute a breach of any of the
      Warranties hereunder or which would make any of such Warranties inaccurate
      at the Closing Date, promptly give written notice of such matter, event or
      circumstance to the Purchaser before the Closing Date with sufficient
      details to enable the Purchaser to assess accurately the impact of such
      matter, event or circumstance and the Sellers shall use their best
      endeavors to promptly remedy the same;
and

                                                                                              


                                                                                      

                                                                                      


                                                                                      
                                                                                        	
                                                                                                 
      

                                                                                              	
                                                                                                5.1.11

                                                                                              	
                                                                                                take
      such other actions as are required in order to consummate the Transaction
      and to give full effect to this
Agreement.

                                                                                              


                                                                                      

                                                                                      


                                                                                      
                                                                                        	
                                                                                                5.2

                                                                                              	
                                                                                                The
      Sellers shall procure that each of the Target Companies, during the period
      from and including the Execution Date up to and including the Closing
      Date, shall not, without the prior written consent of the
      Purchaser:

                                                                                              


                                                                                      

                                                                                      


                                                                                      
                                                                                        	
                                                                                                 
      

                                                                                              	
                                                                                                5.2.1

                                                                                              	
                                                                                                take
      any action that is likely to have a Material Adverse
    Effect;

                                                                                              


                                                                                      

                                                                                      


                                                                                      
                                                                                        	
                                                                                                 
      

                                                                                              	
                                                                                                5.2.2

                                                                                              	
                                                                                                permit
      any Target Company to enter into, extend or amend any contract or
      commitment, or series of related contracts or commitments, with any
      Affiliate or any other connected or related person with a value exceeding
      one hundred thousand US Dollars (US$100,000) or its equivalent in any
      other currency;

                                                                                              


                                                                                      

                                                                                      


                                                                                      
                                                                                        	
                                                                                                 
      

                                                                                              	
                                                                                                5.2.3

                                                                                              	
                                                                                                borrow
      any additional money, draw down on any existing facilities or make any
      payments out of or drawings on their bank account(s) (except routine or
      committed payments) or amend or agree to amend (other than in compliance
      with the terms of this Agreement) the terms of any borrowing or
      indebtedness in the nature of borrowing from third parties or Affiliates.
      For the avoidance of doubt, the restrictions set out in this Clause 5.2.3 shall apply to any actions in relation to the ING
      Existing Facility;

                                                                                              


                                                                                      

                                                                                      
                                                                                        
                                                                                           

                                                                                          
                                                                                            
                                                                                            

                                                                                          

                                                                                          
                                                                                            23

                                                                                            
                                                                                              

                                                                                            

                                                                                          

                                                                                          
                                                                                            
                                                                                            

                                                                                          

                                                                                        

                                                                                         

                                                                                        
                                                                                          	
                                                                                                   
      

                                                                                                	
                                                                                                  5.2.4

                                                                                                	
                                                                                                  grant
      or terminate any lease or third party right in respect of any of the
      assets owned by or on behalf of the Media Pro Entertainment
      Business;

                                                                                                


                                                                                        

                                                                                        


                                                                                        
                                                                                          	
                                                                                                   
      

                                                                                                	
                                                                                                  5.2.5

                                                                                                	
                                                                                                  enter
      into any leasing, hire purchase or other agreement or arrangement for
      payment on deferred terms except in the ordinary course of
      business;

                                                                                                


                                                                                        

                                                                                        


                                                                                        
                                                                                          	
                                                                                                   
      

                                                                                                	
                                                                                                  5.2.6

                                                                                                	
                                                                                                  make
      any material change in the terms and conditions of employment or pension
      or other benefits of its employees or the terms of any consulting
      agreement (other then those which would be required by law and those made
      pursuant to any annual salary review, such review being consistent with
      past practices) or terminate the employment of any of the employees or
      consultant (except for cause or pursuant to any Transaction
      Document);

                                                                                                


                                                                                        

                                                                                        


                                                                                        
                                                                                          	
                                                                                                   
      

                                                                                                	
                                                                                                  5.2.7

                                                                                                	
                                                                                                  enter
      into any agreement or arrangement with any unaffiliated third party other
      than in the ordinary course of business consistent with past practice or,
      except for Permitted Contracts, enter into any contract, agreement or
      relationship with a Specific Related
Party;

                                                                                                


                                                                                        

                                                                                        


                                                                                        
                                                                                          	
                                                                                                   
      

                                                                                                	
                                                                                                  5.2.8

                                                                                                	
                                                                                                  declare,
      make or pay any dividend or other distribution;
  or

                                                                                                


                                                                                        

                                                                                        


                                                                                        
                                                                                          	
                                                                                                   
      

                                                                                                	
                                                                                                  5.2.9

                                                                                                	
                                                                                                  save
      only as may be necessary to give effect to this Agreement or to the extent
      the Purchaser has consented or agreed, cause or do any act or thing the
      commission of which would constitute a breach of any of the Warranties
      herein or which would make any of such Warranties inaccurate at the
      Closing Date.

                                                                                                


                                                                                        

                                                                                        


                                                                                        
                                                                                          	
                                                                                                  5.3

                                                                                                	
                                                                                                  CME
      Romania shall not, from and including the Execution Date up to and
      including the Closing Date, dispose of or grant any option or right of
      pre-emption or any other  Encumbrance in respect of any of the
      shares held by CME Romania in MPM and MP BV,
  respectively.

                                                                                                


                                                                                        

                                                                                        


                                                                                        
                                                                                          	
                                                                                                  6.

                                                                                                	
                                                                                                  Warranties

                                                                                                


                                                                                        

                                                                                        


                                                                                        
                                                                                          	
                                                                                                  6.1

                                                                                                	
                                                                                                  Except
      to the extent fairly disclosed in the Disclosure Schedule, the Sellers
      jointly and severally warrant to the Purchaser that each
      statement:

                                                                                                


                                                                                        

                                                                                        


                                                                                        
                                                                                          	
                                                                                                   
      

                                                                                                	
                                                                                                  6.1.1

                                                                                                	
                                                                                                  applicable
      to them contained in Part A of Schedule
      3 is true and accurate in every respect and not misleading as of
      the Execution Date; and

                                                                                                


                                                                                        

                                                                                        


                                                                                        
                                                                                          	
                                                                                                   
      

                                                                                                	
                                                                                                  6.1.2

                                                                                                	
                                                                                                  contained
      in Part B of Schedule 3 is true and correct in every respect and not
      misleading as of the Execution
Date.

                                                                                                


                                                                                        

                                                                                        


                                                                                        
                                                                                          	
                                                                                                  6.2

                                                                                                	
                                                                                                  Except
      to the extent fairly disclosed in the Supplementary Disclosure Schedule,
      the Sellers jointly and severally warrant to the Purchaser that each
      statement:

                                                                                                


                                                                                        

                                                                                        


                                                                                        
                                                                                          	
                                                                                                   
      

                                                                                                	
                                                                                                  6.2.1

                                                                                                	
                                                                                                  applicable
      to them contained in Part A of Schedule
      3 is true and accurate in every respect and not misleading as of
      the Closing Date; and

                                                                                                


                                                                                        

                                                                                        


                                                                                        
                                                                                          	
                                                                                                   
      

                                                                                                	
                                                                                                  6.2.2

                                                                                                	
                                                                                                  contained
      in Part B of Schedule 3 is true and correct in every respect and not
      misleading as of the Closing Date.

                                                                                                


                                                                                        

                                                                                        


                                                                                        
                                                                                          	
                                                                                                  6.3

                                                                                                	
                                                                                                  The
      Purchaser warrants to the Sellers that each statement applicable to it
      contained in Part A of Schedule
      3 is true and accurate in every respect and not misleading as of
      the Execution Date.

                                                                                                


                                                                                        

                                                                                        
                                                                                          
                                                                                             

                                                                                            
                                                                                              
                                                                                              

                                                                                            

                                                                                            
                                                                                              24

                                                                                              
                                                                                                

                                                                                              

                                                                                            

                                                                                            
                                                                                              
                                                                                              

                                                                                            

                                                                                          

                                                                                           

                                                                                          
                                                                                            	
                                                                                                    6.4

                                                                                                  	
                                                                                                    The
      Purchaser warrants to the Sellers that each statement applicable to it
      contained in Part A of Schedule
      3 is true and accurate in every respect and not misleading as of
      the Closing Date.

                                                                                                  


                                                                                          

                                                                                          


                                                                                          
                                                                                            	
                                                                                                    7.

                                                                                                  	
                                                                                                    Sellers'
      Undertakings and
      Post-Closing Covenants

                                                                                                  


                                                                                          

                                                                                          


                                                                                          
                                                                                            	
                                                                                                    7.1

                                                                                                  	
                                                                                                    The
      Parties acknowledge that the Purchaser and the other Affiliates of CME are
      subsidiaries of a U.S. reporting company and as such will be required to
      comply with certain U.S. securities, anti-money laundering,
      anti-corruption and other applicable laws. In particular, the Parties
      acknowledge and the Sellers and their Affiliates agree
    that:

                                                                                                  


                                                                                          

                                                                                          


                                                                                          
                                                                                            	
                                                                                                     
      

                                                                                                  	
                                                                                                    7.1.1

                                                                                                  	
                                                                                                    no
      member of the Media Pro Entertainment Business will use or offer to use,
      directly or indirectly, any funds for any unlawful contribution, gift,
      entertainment or other unlawful payment to any foreign or domestic
      government official or employee, or any political party, party official,
      political candidate or official of any public international organization
      in violation of any applicable law, including, as applicable, the U.S.
      Foreign Corrupt Practices Act of 1977, as amended;
    and 

                                                                                                  


                                                                                          

                                                                                          


                                                                                          
                                                                                            	
                                                                                                     
      

                                                                                                  	
                                                                                                    7.1.2

                                                                                                  	
                                                                                                    each
      member of the Media Pro Entertainment Business has and will enforce the
      anti-bribery compliance program of CME, which is designed to detect and
      prevent any violations of applicable anti-bribery laws and which includes
      the adoption and implementation of a policy against violations of
      applicable anti-bribery laws, periodic training of appropriate officers
      and employees, appropriate due diligence requirements on the retention and
      oversight of agents and business partners, periodic testing of the
      effectiveness in detecting and reducing violations of applicable
      anti-bribery laws and the internal controls system and compliance policy
      of CME and reporting if any of the directors, officers, senior managers or
      agents of the Media Pro Entertainment Business becomes a foreign or
      domestic government official or employee, except for such an official or
      employee in a governmental position that has no relevance to the Media Pro
      Entertainment Business.

                                                                                                  


                                                                                          

                                                                                          


                                                                                          
                                                                                            	
                                                                                                    7.2

                                                                                                  	
                                                                                                    The
      Sellers undertake to the Purchaser not to make or pursue any claim against
      the Target Companies or their respective subsidiaries or their respective
      directors, officers, employees or agents in connection with assisting the
      Sellers in giving the Warranties and/or entering into this Agreement or
      any documents entered into pursuant to this
  Agreement.

                                                                                                  


                                                                                          

                                                                                          


                                                                                          
                                                                                            	
                                                                                                    7.3

                                                                                                  	
                                                                                                    The
      Sellers covenant with the Purchaser that they shall not, and procure that
      their Affiliates shall not, for a period of five (5) years from the date
      of this Agreement and without the prior written consent of the
      Purchaser:

                                                                                                  


                                                                                          

                                                                                          


                                                                                          
                                                                                            	
                                                                                                     
      

                                                                                                  	
                                                                                                    (i)

                                                                                                  	
                                                                                                    within
      any territory in which CME or its Affiliates is operating or intends to
      operate during such period:

                                                                                                  


                                                                                          

                                                                                          


                                                                                          
                                                                                            	
                                                                                                     
      

                                                                                                  	
                                                                                                    (a)

                                                                                                  	
                                                                                                    compete
      directly or indirectly with the Media Pro Entertainment
      Business;

                                                                                                  


                                                                                          

                                                                                          


                                                                                          
                                                                                            	
                                                                                                     
      

                                                                                                  	
                                                                                                    (b)

                                                                                                  	
                                                                                                    enter
      directly or indirectly into negotiations, or enter into any contractual or
      other business arrangement with any third party to offer services that may
      compete with the Media Pro Entertainment
  Business;

                                                                                                  


                                                                                          

                                                                                          


                                                                                          
                                                                                            
                                                                                              
                                                                                              

                                                                                            

                                                                                            
                                                                                              25

                                                                                              
                                                                                                

                                                                                              

                                                                                            

                                                                                            
                                                                                              
                                                                                              

                                                                                            

                                                                                          

                                                                                           

                                                                                          
                                                                                            	
                                                                                                     
      

                                                                                                  	
                                                                                                    (c)

                                                                                                  	
                                                                                                    directly
      or indirectly own, manage, operate, participate in, consult with or work
      for any business which is engaged in the same business as the Media Pro
      Entertainment Business;

                                                                                                  


                                                                                          

                                                                                          


                                                                                          
                                                                                            	
                                                                                                     
      

                                                                                                  	
                                                                                                    (d)

                                                                                                  	
                                                                                                    attempt
      to induce, entice or solicit any current consignors, suppliers,
      contractors, consultants or customers away, in whole of part, from the
      Purchaser; or interfere or attempt to interfere with relations between the
      Purchaser and such consignors, suppliers, contractors, consultants or
      customers; and

                                                                                                  


                                                                                          

                                                                                          


                                                                                          
                                                                                            	
                                                                                                     
      

                                                                                                  	
                                                                                                    (e)

                                                                                                  	
                                                                                                    do
      or say anything which is harmful to the goodwill of the Media Pro
      Entertainment Business which may lead a person who has dealt with any of
      the Target Companies at any time during the twenty-four (24) months prior
      to the date of this Agreement to cease to deal with the Target Companies
      on substantially equivalent terms to those previously offered or at all;
      and

                                                                                                  


                                                                                          

                                                                                          


                                                                                          
                                                                                            	
                                                                                                     
      

                                                                                                  	
                                                                                                    (ii)

                                                                                                  	
                                                                                                    hire,
      make an offer, solicit, recruit or otherwise endeavour to entice away from
      the Purchaser, its Affiliates or any of the Target Companies or their
      Affiliates any person who is a director, officer or employee of the
      Purchaser, its Affiliates or any of the Target Companies or their
      Affiliates, whether or not such person would commit a breach of contract
      by reason of leaving service,

                                                                                                  


                                                                                          

                                                                                          


                                                                                          and the
Sellers further covenant with the Purchaser that they shall not, and procure
that their Affiliates shall not, assist any other person to do any of the
foregoing acts.

                                                                                          


                                                                                          
                                                                                            	
                                                                                                    7.4

                                                                                                  	
                                                                                                    Each
      and every obligation under Clause 7.3 shall be treated as a separate obligation and shall
      be severally enforceable as such.

                                                                                                  


                                                                                          

                                                                                          


                                                                                          
                                                                                            	
                                                                                                    8.

                                                                                                  	
                                                                                                    Purchaser
      Undertakings & Post-Closing
Covenants

                                                                                                  


                                                                                          

                                                                                          


                                                                                          The
Purchaser shall, and shall procure that its Affiliates shall,
ensure:

                                                                                          


                                                                                          
                                                                                            	
                                                                                                     
      

                                                                                                  	
                                                                                                    8.1.1

                                                                                                  	
                                                                                                    that
      CME, to the extent permitted by applicable law, maintains the Media Pro
      business name and brands assigned pursuant to the relevant Trademark
      Assignments and operates the content division of CME under such business
      name;

                                                                                                  


                                                                                          

                                                                                          


                                                                                          
                                                                                            	
                                                                                                     
      

                                                                                                  	
                                                                                                    8.1.2

                                                                                                  	
                                                                                                    the
      timely performance of the obligations of CME under the Film Production and
      Financing Terms and the post-closing items set out in further detail in
      Schedule 8;

                                                                                                  


                                                                                          

                                                                                          


                                                                                          
                                                                                            	
                                                                                                     
      

                                                                                                  	
                                                                                                    8.1.3

                                                                                                  	
                                                                                                    that
      MPP, MPS and any other Target Company provide support to Universitatea de
      Media in Bucharest, Romania at substantially the same levels as are
      provided by such Person on the Execution Date;
  and

                                                                                                  


                                                                                          

                                                                                          


                                                                                          
                                                                                            	
                                                                                                     
      

                                                                                                  	
                                                                                                    8.1.4

                                                                                                  	
                                                                                                    that
      MPS continues to preserve the inherited archive of costumes and set
      designs and props existing as on the Execution Date from productions
      undertaken by MPS prior to its privatization in 1997 in substantially the
      same manner as on the Execution
Date.

                                                                                                  


                                                                                          

                                                                                          


                                                                                          
                                                                                            	
                                                                                                    9.

                                                                                                  	
                                                                                                    Termination

                                                                                                  


                                                                                          

                                                                                          


                                                                                          
                                                                                            	
                                                                                                    9.1

                                                                                                  	
                                                                                                    This
      Agreement may be terminated at any time by mutual written consent of the
      Parties.

                                                                                                  


                                                                                          

                                                                                          
                                                                                            
                                                                                               

                                                                                              
                                                                                                
                                                                                                

                                                                                              

                                                                                              
                                                                                                26

                                                                                                
                                                                                                  

                                                                                                

                                                                                              

                                                                                              
                                                                                                
                                                                                                

                                                                                              

                                                                                            

                                                                                             

                                                                                            
                                                                                              	
                                                                                                      9.2

                                                                                                    	
                                                                                                      In
      the event that:

                                                                                                    


                                                                                            

                                                                                            


                                                                                            
                                                                                              	
                                                                                                       
      

                                                                                                    	
                                                                                                      9.2.1

                                                                                                    	
                                                                                                      the
      substantially final version of the Supplementary Disclosure Schedule that
      is delivered pursuant to Clause 4.4 contains or refers to a fact or matter;
      or

                                                                                                    


                                                                                            

                                                                                            


                                                                                            
                                                                                              	
                                                                                                       
      

                                                                                                    	
                                                                                                      9.2.2

                                                                                                    	
                                                                                                      in
      the period between the Execution Date and Completion Date, the Purchaser
      becomes aware of or is notified pursuant to Clause 5.1.10 of a fact or
matter,

                                                                                                    


                                                                                            

                                                                                            


                                                                                            that in
the reasonable opinion of the Purchaser is materially adverse to the assets,
business, results of operations, financial condition or prospects of the Media
Pro Entertainment Business; the Purchaser shall have the right to terminate this
Agreement subject to the Purchaser immediately notifying the Sellers that the
Purchaser has formed such an opinion and for a period of twenty Business Days
after service of such notice, the parties shall negotiate in good faith to avoid
termination of this Agreement.  In the event that the parties fail to
agree the terms on which termination of this Agreement would be avoided within
such period, the Purchaser shall be entitled at its sole discretion to proceed
with the termination of this Agreement immediately upon notice to the
Sellers.  For the avoidance of doubt, any fact or matter referred to
in Clauses 9.2.1 or
9.2.2 that in the reasonable opinion of the Purchaser shall
be considered to be materially adverse to the assets, business, results of
operations, financial condition or prospects of the Media Pro Entertainment
Business shall include any event, act or omission that will result in a
liability or loss of EUR 100,000 to Media Pro Entertainment Business that is not
compensated or remedied by the Sellers to the satisfaction of the Purchaser
within twenty Business Days of the delivery of the notice referred to in this
Clause 9.2.

                                                                                            


                                                                                            
                                                                                              	
                                                                                                      9.3

                                                                                                    	
                                                                                                      Without
      prejudice to Clause 9.1 and subject to Clause 9.2,
      this Agreement may be
terminated:

                                                                                                    


                                                                                            

                                                                                            


                                                                                            
                                                                                              	
                                                                                                       
      

                                                                                                    	
                                                                                                      9.3.1

                                                                                                    	
                                                                                                      at
      any time prior to the Closing Date by the Sellers if there has been a
      material breach of any covenant, warranty or other obligation of the
      Purchaser hereunder or under any other Transaction Document and such
      breach shall not have been cured with five (5) Business Days of the
      Purchaser becoming aware of such breach or after receipt of notice from
      the Sellers specifying the breach and requesting that such breach be
      remedied; and

                                                                                                    


                                                                                            

                                                                                            


                                                                                            
                                                                                              	
                                                                                                       
      

                                                                                                    	
                                                                                                      9.3.2

                                                                                                    	
                                                                                                      at
      any time prior to the Closing Date by the Purchaser, if there has been a
      material breach of any covenant, representation or warranty or other
      obligation of the Sellers hereunder or under any other Transaction
      Document and such breach shall not have been cured with five (5) Business
      Days of the Sellers becoming of such breach or after receipt of notice
      from the Purchaser specifying the breach and requesting that such breach
      be remedied.

                                                                                                    


                                                                                            

                                                                                            


                                                                                            
                                                                                              	
                                                                                                      9.4

                                                                                                    	
                                                                                                      This
      Agreement shall terminate automatically on the Longstop Date if any
      Condition Precedent shall not have been satisfied or waived prior to such
      date as a result of:

                                                                                                    


                                                                                            

                                                                                            


                                                                                            
                                                                                              	
                                                                                                       
      

                                                                                                    	
                                                                                                      9.4.1

                                                                                                    	
                                                                                                      any
      action or failure to act on the part of the Purchaser (other than any such
      action or failure to act that is due to the gross negligence or willful
      misconduct of the Seller); and

                                                                                                    


                                                                                            

                                                                                            


                                                                                            
                                                                                              	
                                                                                                       
      

                                                                                                    	
                                                                                                      9.4.2

                                                                                                    	
                                                                                                      any
      action or failure to act on the part of the Seller (other than any such
      action or failure to act that is due to the gross negligence or willful
      misconduct of the Purchaser).

                                                                                                    


                                                                                            

                                                                                            
                                                                                              
                                                                                                 

                                                                                                
                                                                                                  
                                                                                                  

                                                                                                

                                                                                                
                                                                                                  27

                                                                                                  
                                                                                                    

                                                                                                  

                                                                                                

                                                                                                
                                                                                                  
                                                                                                  

                                                                                                

                                                                                              

                                                                                               

                                                                                              
                                                                                                	
                                                                                                        9.5

                                                                                                      	
                                                                                                        Clauses
      6 and 10 to
      27 (inclusive) and Schedule
      3 shall survive termination of this
  Agreement.

                                                                                                      


                                                                                              

                                                                                              


                                                                                              
                                                                                                	
                                                                                                        9.6

                                                                                                      	
                                                                                                        Each
      Party's further rights and obligations under this Agreement shall cease
      immediately on termination of this Agreement, but termination shall not
      affect a Party's rights and obligations which have accrued prior to the
      date of termination or rights and obligations under any of the surviving
      provisions set out in Clause 9.5.

                                                                                                      


                                                                                              

                                                                                              


                                                                                              
                                                                                                	
                                                                                                        10.

                                                                                                      	
                                                                                                        Indemnity

                                                                                                      


                                                                                              

                                                                                              


                                                                                              
                                                                                                	
                                                                                                        10.1

                                                                                                      	
                                                                                                        The
      Sellers shall indemnify and keep indemnified the Purchaser and its
      Affiliates and subsidiaries, and their respective representatives,
      officers, directors, shareholders and Controlling persons (the "Purchaser Protected
      Parties") from and against all costs, Claims, demands, damages,
      expenses, penalties, fines, liabilities, losses and diminution in value
      (including the fees and expenses of investigation and counsel), whether or
      not involving a Third Party Claim, (collectively, "Losses") whatsoever
      arising out of or in connection
with:

                                                                                                      


                                                                                              

                                                                                              


                                                                                              
                                                                                                	
                                                                                                         
      

                                                                                                      	
                                                                                                        10.1.1

                                                                                                      	
                                                                                                        any
      false, incorrect or misleading Warranty made by the Sellers or any of
      their Affiliates;

                                                                                                      


                                                                                              

                                                                                              


                                                                                              
                                                                                                	
                                                                                                         
      

                                                                                                      	
                                                                                                        10.1.2

                                                                                                      	
                                                                                                        any
      breach or non-fulfillment of any covenant or undertaking in this Agreement
      or any other Transaction Documents by the Sellers or any of its
      Affiliates;

                                                                                                      


                                                                                              

                                                                                              


                                                                                              
                                                                                                	
                                                                                                         
      

                                                                                                      	
                                                                                                        10.1.3

                                                                                                      	
                                                                                                        any
      and all liability whatsoever, however imposed, whether paid by the
      Purchaser, its Affiliates or any of the Target Companies in respect of any
      fraudulent or criminal act or omission by the Sellers or any of their
      Affiliates or any officer, director, representative, employee or agent
      thereof in respect of the ownership and operation of the Media Pro
      Entertainment Business; and

                                                                                                      


                                                                                              

                                                                                              


                                                                                              
                                                                                                	
                                                                                                         
      

                                                                                                      	
                                                                                                        10.1.4

                                                                                                      	
                                                                                                        any
      items subject to indemnifications as identified in Clauses 10.2.

                                                                                                      


                                                                                              

                                                                                              


                                                                                              
                                                                                                	
                                                                                                        10.2

                                                                                                      	
                                                                                                        In
      addition to the foregoing provisions of Clause 10.1,
      without limiting the generality of such provisions, the Sellers agree to
      indemnify and hold harmless the Purchaser Protected Parties against any
      Losses in respect of:

                                                                                                      


                                                                                              

                                                                                              


                                                                                              
                                                                                                	
                                                                                                         
      

                                                                                                      	
                                                                                                        10.2.1

                                                                                                      	
                                                                                                        any
      and all liability whatsoever, however imposed (including any Claim
      asserted or deficiency assessed against or collected from or paid by the
      Purchaser or the Target Companies), in respect of any Taxes (including any
      penalties, interest and fines thereon, whenever accrued in respect of the
      Media Pro Entertainment Business) of the Target Companies for any and all
      periods up to and including the period ending on the Closing Date in
      respect of the Media Pro Entertainment Business (including in connection
      with any Tax return filed after the Closing Date in respect of the Media
      Pro Entertainment Business for any period prior to the Closing Date),
      except for payments in respect of VAT, withholding tax, CIT and PIT and
      any penalties in respect thereon that are properly provided for in the
      Management Accounts dated as at 30 June
2009;

                                                                                                      


                                                                                              

                                                                                              


                                                                                              
                                                                                                	
                                                                                                         
      

                                                                                                      	
                                                                                                        10.2.2

                                                                                                      	
                                                                                                        any
      Claims by or on behalf of any owner or former owner of interests in the
      capital of the Target Companies in respect of the ownership of Ownership
      Interests of the Target Companies in connection with an act, omission,
      event or circumstance occurring or existing on or prior to the Closing
      Date;

                                                                                                      


                                                                                              

                                                                                              
                                                                                                
                                                                                                   

                                                                                                  
                                                                                                    
                                                                                                    

                                                                                                  

                                                                                                  
                                                                                                    28

                                                                                                    
                                                                                                      

                                                                                                    

                                                                                                  

                                                                                                  
                                                                                                    
                                                                                                    

                                                                                                  

                                                                                                

                                                                                                 

                                                                                                
                                                                                                  	
                                                                                                           
      

                                                                                                        	
                                                                                                          10.2.3

                                                                                                        	
                                                                                                          except
      as fairly disclosed in paragraph 10.2.3 of Schedule
      4, any Third Party Claims in respect of the Intellectual Property
      of the Media Pro Entertainment Business or the Media Pro Trademarks in
      connection with an act, omission, event or circumstance occurring or
      existing on or prior to the Closing
Date;

                                                                                                        


                                                                                                

                                                                                                


                                                                                                
                                                                                                  	
                                                                                                           
      

                                                                                                        	
                                                                                                          10.2.4

                                                                                                        	
                                                                                                          except
      as fairly disclosed in paragraph 10.2.4 of Schedule
      4, any court action or proceeding, arbitration,
      litigation, investigation or suit (whether civil, criminal or
      administrative) by any Governmental Authority in respect of any act,
      omission, event or circumstance relating to the period on or before the
      Closing Date in respect of the Media Pro Entertainment Business;
      and

                                                                                                        


                                                                                                

                                                                                                


                                                                                                
                                                                                                  	
                                                                                                           
      

                                                                                                        	
                                                                                                          10.2.5

                                                                                                        	
                                                                                                          any
      revocation, cancellation, restriction or impairment to any of the Media
      Pro Authorizations arising from an act, omission, event or circumstance
      that occurred or was in existence on or before the Closing
      Date.

                                                                                                        


                                                                                                

                                                                                                


                                                                                                
                                                                                                  	
                                                                                                          10.3

                                                                                                        	
                                                                                                          Any
      Claim under Clause 10.1 or
      10.2 shall be asserted by written notice from the
      Purchaser Protected Party asserting such Claim (the "Indemnified Party") to
      the Party from whom indemnification is
sought.

                                                                                                        


                                                                                                

                                                                                                


                                                                                                
                                                                                                  	
                                                                                                          10.4

                                                                                                        	
                                                                                                          The
      notice referred to in Clause 10.3 shall include information regarding the nature and
      basis for the Indemnity Claim and the amount of Losses demanded
      (estimating, to the extent reasonably practicable, the Indemnified Party's
      calculation of the Losses thereby suffered by
  it).

                                                                                                        


                                                                                                

                                                                                                


                                                                                                
                                                                                                  	
                                                                                                          11.

                                                                                                        	
                                                                                                          Limitations
      on Liability

                                                                                                        


                                                                                                

                                                                                                


                                                                                                
                                                                                                  	
                                                                                                          11.1

                                                                                                        	
                                                                                                          The
      Sellers shall not be liable for a Claim in respect
  of:

                                                                                                        


                                                                                                

                                                                                                


                                                                                                
                                                                                                  	
                                                                                                           
      

                                                                                                        	
                                                                                                          11.1.1

                                                                                                        	
                                                                                                          a
      Warranty contained in paragraph 10 of
      Schedule 3 unless the Purchaser has notified the
      Sellers or either of them of such Claim not later than three (3) months
      after the expiry of the period specified by law during which an assessment
      of that liability to Tax may be issued by the relevant Tax Authority;
      and

                                                                                                        


                                                                                                

                                                                                                


                                                                                                
                                                                                                  	
                                                                                                           
      

                                                                                                        	
                                                                                                          11.1.2

                                                                                                        	
                                                                                                          any
      other Warranty unless the Purchaser has notified the Sellers or either of
      them of the Warranty Claim within 36 months of the Closing
      Date.

                                                                                                        


                                                                                                

                                                                                                


                                                                                                
                                                                                                  	
                                                                                                          11.2

                                                                                                        	
                                                                                                          The
      provisions of Clause 11.1 shall not apply in any way to the Warranties
      contained in Part A of Schedule
      3 or in paragraphs 1,
      14 or
      17 of
      Part B of Schedule
      3.

                                                                                                        


                                                                                                

                                                                                                


                                                                                                
                                                                                                  	
                                                                                                          11.3

                                                                                                        	
                                                                                                          The
      maximum liability of the Sellers to the Purchaser and its Affiliates for
      any Losses arising from or related
to:

                                                                                                        


                                                                                                

                                                                                                


                                                                                                
                                                                                                  	
                                                                                                           
      

                                                                                                        	
                                                                                                          11.3.1

                                                                                                        	
                                                                                                          any
      false, incorrect or misleading Warranty;
and

                                                                                                        


                                                                                                

                                                                                                


                                                                                                
                                                                                                  	
                                                                                                           
      

                                                                                                        	
                                                                                                          11.3.2

                                                                                                        	
                                                                                                          any
      other breach of a term of this Agreement and indemnification relating to
      such matters,

                                                                                                        


                                                                                                

                                                                                                


                                                                                                shall be
the amount of Losses suffered.

                                                                                                


                                                                                                
                                                                                                  	
                                                                                                          11.4

                                                                                                        	
                                                                                                          Nothing
      in this Clause 11 shall have the effect of limiting the liability of
      the Sellers in respect of any Claim arising as a result of fraud, willful
      misconduct or willful concealment.

                                                                                                        


                                                                                                

                                                                                                
                                                                                                  
                                                                                                     

                                                                                                    
                                                                                                      
                                                                                                      

                                                                                                    

                                                                                                    
                                                                                                      29

                                                                                                      
                                                                                                        

                                                                                                      

                                                                                                    

                                                                                                    
                                                                                                      
                                                                                                      

                                                                                                    

                                                                                                  

                                                                                                   

                                                                                                  
                                                                                                    	
                                                                                                            11.5

                                                                                                          	
                                                                                                            The
      Sellers shall not be liable for a Claim in respect of a
      Warranty:

                                                                                                          


                                                                                                  

                                                                                                  


                                                                                                  
                                                                                                    	
                                                                                                             
      

                                                                                                          	
                                                                                                            11.5.1

                                                                                                          	
                                                                                                            to
      the extent that the Purchaser has received payment under an valid
      insurance policy in respect of such
Claim;

                                                                                                          


                                                                                                  

                                                                                                  


                                                                                                  
                                                                                                    	
                                                                                                             
      

                                                                                                          	
                                                                                                            11.5.2

                                                                                                          	
                                                                                                            if
      the Claim results from an act by the Sellers undertaken at the specific
      request or direction of the Purchaser provided that
      that the Sellers have not deviated from that specific request or
      direction;

                                                                                                          


                                                                                                  

                                                                                                  


                                                                                                  
                                                                                                    	
                                                                                                             
      

                                                                                                          	
                                                                                                            11.5.3

                                                                                                          	
                                                                                                            to
      the extent the matter giving rise to the Claim would not have arisen but
      for the passing of, or change in applicable law occurring after the
      Closing Date;

                                                                                                          


                                                                                                  

                                                                                                  


                                                                                                  
                                                                                                    	
                                                                                                            11.6

                                                                                                          	
                                                                                                            The
      Purchaser shall not be entitled to recover more than once in respect of a
      particular Claim.

                                                                                                          


                                                                                                  

                                                                                                  


                                                                                                  
                                                                                                    	
                                                                                                            12.

                                                                                                          	
                                                                                                            Guarantee

                                                                                                          


                                                                                                  

                                                                                                  


                                                                                                  
                                                                                                    	
                                                                                                            12.1

                                                                                                          	
                                                                                                            In
      consideration of the Purchaser entering into this Agreement, the Guarantor
      irrevocably and unconditionally guarantees to the Purchaser the due and
      punctual performance of all present and future liabilities and obligations
      of the Sellers contained in or arising from Clauses 2, 3, 4, 5, 6, 7, 10
      and 23 and Schedule 3 of this Agreement and Sections 2, 4 and 6 of
      the Subscription Agreement (the "Guaranteed
      Obligations").

                                                                                                          


                                                                                                  

                                                                                                  


                                                                                                  
                                                                                                    	
                                                                                                            12.2

                                                                                                          	
                                                                                                            If
      for any reason the Sellers fail to observe the timely performance of any
      or all of the Guaranteed Obligations, the Guarantor will within ten
      Business Days after receiving a demand in writing from or on behalf of the
      Purchaser fulfil or procure fulfilment of all such Guaranteed Obligations
      of the Sellers in compliance with the terms of this Agreement and so that
      the same benefits shall be conferred on the Purchaser as they would have
      received if such Guaranteed Obligations had been duly performed and
      satisfied by the Sellers in a timely manner and will indemnify and keep
      indemnified the Purchaser from and against all liabilities, damages,
      costs, claims, losses and expenses incurred or suffered by the Purchaser
      in connection with the failure by the Sellers to observe the timely
      performance of any such Guaranteed
Obligation.

                                                                                                          


                                                                                                  

                                                                                                  


                                                                                                  
                                                                                                    	
                                                                                                            12.3

                                                                                                          	
                                                                                                            The
      Guarantor's obligations under Clauses 12.1 to
      12.2 (inclusive) are continuing obligations and are not
      satisfied, discharged or affected by an intermediate payment or
      intermediate or partial settlement of account by, or a change in the
      constitution or control of, or merger or consolidation with any other
      person of, or the insolvency of, or bankruptcy, winding up or analogous
      proceedings relating to, the
Seller(s).

                                                                                                          


                                                                                                  

                                                                                                  


                                                                                                  
                                                                                                    	
                                                                                                            12.4

                                                                                                          	
                                                                                                            The
      Guarantor's liabilities under Clauses 12.1 to
      12.2 (inclusive) are not affected by an arrangement
      which the Purchaser may make with the Seller(s) or with another person
      which (but for this Clause 12.4) might operate to diminish or discharge
      the liability of or otherwise provide a defence to a
    surety.

                                                                                                          


                                                                                                  

                                                                                                  


                                                                                                  
                                                                                                    	
                                                                                                            12.5

                                                                                                          	
                                                                                                            Without
      affecting the generality of Clause 12.4,
      the Purchaser may at any time as it thinks fit and without reference to
      the Guarantor and without prejudice to the Guarantor's obligations under
      this Clause 12:

                                                                                                          


                                                                                                  

                                                                                                  


                                                                                                  
                                                                                                    	
                                                                                                             
      

                                                                                                          	
                                                                                                            12.5.1

                                                                                                          	
                                                                                                            grant
      a time for payment or any other indulgence or agree to an amendment,
      variation, waiver or release in respect of an obligation of the Seller(s)
      under this Agreement, any document delivered pursuant to this Agreement or
      any other Transaction Document;

                                                                                                          


                                                                                                  

                                                                                                  
                                                                                                    
                                                                                                       

                                                                                                      
                                                                                                        
                                                                                                        

                                                                                                      

                                                                                                      
                                                                                                        30

                                                                                                        
                                                                                                          

                                                                                                        

                                                                                                      

                                                                                                      
                                                                                                        
                                                                                                        

                                                                                                      

                                                                                                    

                                                                                                     

                                                                                                    
                                                                                                      	
                                                                                                               
      

                                                                                                            	
                                                                                                              12.5.2

                                                                                                            	
                                                                                                              give
      up, deal with, vary, exchange or abstain from perfecting or enforcing
      other securities or guarantees held by the
  Purchaser;

                                                                                                            


                                                                                                    

                                                                                                    


                                                                                                    
                                                                                                      	
                                                                                                               
      

                                                                                                            	
                                                                                                              12.5.3

                                                                                                            	
                                                                                                              discharge
      a party to other securities or guarantees held by the Purchaser and
      realise all or any of those securities or guarantees;
  and

                                                                                                            


                                                                                                    

                                                                                                    


                                                                                                    
                                                                                                      	
                                                                                                               
      

                                                                                                            	
                                                                                                              12.5.4

                                                                                                            	
                                                                                                              compound
      with, accept compositions from and make other arrangements with the
      Seller(s) or a person or persons liable on other securities or guarantees
      held or to be held by the
Purchaser.

                                                                                                            


                                                                                                    

                                                                                                    


                                                                                                    
                                                                                                      	
                                                                                                              12.6

                                                                                                            	
                                                                                                              So
      long as the Seller(s) is/are under an actual or contingent obligation to
      the Purchaser under this Agreement, any document delivered pursuant to
      this Agreement or any other Transaction Document, the Guarantor shall not
      exercise a right which he may at any time have by reason of the
      performance of his obligations under Clauses 12.1 to
      12.2 (inclusive) to be indemnified by the Seller(s), to
      claim a contribution from another surety of the obligations of the
      Seller(s) or to take the benefit (wholly or partly and by way of
      subrogation or otherwise) of any of the Purchaser's rights under this
      Agreement, any document delivered pursuant to this Agreement or any other
      Transaction Document.

                                                                                                            


                                                                                                    

                                                                                                    


                                                                                                    
                                                                                                      	
                                                                                                              12.7

                                                                                                            	
                                                                                                              The
      Guarantor's liabilities under Clauses 12.1 to
      12.2 (inclusive) are not affected by the avoidance of
      an assurance, security or payment or a release, settlement or discharge
      which is given or made on the faith of an assurance, security or payment,
      in either case, under an enactment relating to bankruptcy or
      insolvency.

                                                                                                            


                                                                                                    

                                                                                                    


                                                                                                    
                                                                                                      	
                                                                                                              12.8

                                                                                                            	
                                                                                                              Subject
      to Clause 12.2, the
      Guarantor waives any right he may have of first requiring the Purchaser
      (or any trustee or agent on its behalf) to proceed against or enforce any
      other rights or security or claim payment from any person before claiming
      from the Guarantor under this Clause 12.  Subject to Clause 12.2,
      this waiver applies irrespective of any applicable law or any provision of
      the Agreement, any document delivered pursuant to this Agreement or any
      other Transaction Document.

                                                                                                            


                                                                                                    

                                                                                                    


                                                                                                    
                                                                                                      	
                                                                                                              13.

                                                                                                            	
                                                                                                              Notices

                                                                                                            


                                                                                                    

                                                                                                    


                                                                                                    
                                                                                                      	
                                                                                                              13.1

                                                                                                            	
                                                                                                              Any
      notice or other communication to be given under this Agreement shall be in
      writing, in the English language, and shall be deemed to have been duly
      given to a Party:

                                                                                                            


                                                                                                    

                                                                                                    


                                                                                                    
                                                                                                      	
                                                                                                               
      

                                                                                                            	
                                                                                                              13.1.1

                                                                                                            	
                                                                                                              on
      receipt, when delivered personally;

                                                                                                            


                                                                                                    

                                                                                                    


                                                                                                    
                                                                                                      	
                                                                                                               
      

                                                                                                            	
                                                                                                              13.1.2

                                                                                                            	
                                                                                                              on
      the next following Business Day following being transmitted by facsimile
      with suitable proof of transmission;
or

                                                                                                            


                                                                                                    

                                                                                                    


                                                                                                    
                                                                                                      	
                                                                                                               
      

                                                                                                            	
                                                                                                              13.1.3

                                                                                                            	
                                                                                                              three
      Business Days following being sent by an international courier
      service.

                                                                                                            


                                                                                                    

                                                                                                    


                                                                                                    
                                                                                                      
                                                                                                        
                                                                                                        

                                                                                                      

                                                                                                      
                                                                                                        31

                                                                                                        
                                                                                                          

                                                                                                        

                                                                                                      

                                                                                                      
                                                                                                        
                                                                                                        

                                                                                                      

                                                                                                    

                                                                                                     

                                                                                                    
                                                                                                      	
                                                                                                              13.2

                                                                                                            	
                                                                                                              For
      the purposes of this Clause, the authorized address and facsimile details
      of the Parties shall be as follows:

                                                                                                            


                                                                                                    

                                                                                                    


                                                                                                    
                                                                                                      	
                                                                                                              if
      to the Purchaser:



                                                                                                              CME
      Production B.V.

                                                                                                              Dam
      5b

                                                                                                              Amsterdam
      JS 1012

                                                                                                              The
      Netherlands



                                                                                                              Attn:
      Director



                                                                                                              Tel.:
      +31 20 626 8867

                                                                                                              Facsimile:
      +31 20 423 1404



                                                                                                              with
      a copy to:



                                                                                                              Central
      European Media Enterprises Ltd.

                                                                                                              c/o
      CME Development Corporation

                                                                                                              52
      Charles Street

                                                                                                              London
      W1J 5EU

                                                                                                              United
      Kingdom

                                                                                                              Attn:
      General Counsel



                                                                                                              Tel.:
      +44 207 127 5834

                                                                                                              Facsimile:
      +44 207 127 5801

                                                                                                            	 	
                                                                                                              if to CME
      Romania:



                                                                                                              CME
      Romania B.V.

                                                                                                              Dam
      5b

                                                                                                              Amsterdam
      JS 1012

                                                                                                              The
      Netherlands



                                                                                                              Attn:
      Director



                                                                                                              Tel.:
      +31 20 626 8867

                                                                                                              Facsimile:
      +31 20 423 1401



                                                                                                              with
      a copy to:



                                                                                                              Central
      European Media Enterprises Ltd.

                                                                                                              c/o
      CME Development Corporation

                                                                                                              52
      Charles Street

                                                                                                              London
      W1J 5EU

                                                                                                              United
      Kingdom

                                                                                                              Attn:
      General Counsel



                                                                                                              Tel.:
      +44 207 127 5834

                                                                                                              Facsimile:
      +44 207 127 5801

                                                                                                            


                                                                                                    

                                                                                                     

                                                                                                    
                                                                                                      	
                                                                                                              if
      to Media Pro Management:



                                                                                                              7-9
      Prof. Dimitrie Gerota Street, 1st 
|Floor,District 2, Bucharest
      Romania

                                                                                                              Attn:
      Director

                                                                                                              Tel.:
      +40 31 825 6503

                                                                                                              Facsimile:
      +40 31 825 6510

                                                                                                            	 	
                                                                                                              if
      to MP BV:

                                                                                                               

                                                                                                              
                                                                                                                Teleport
      Boulevard 140, 1043EJ, 1000 CV, 
Amsterdam, Netherlands

                                                                                                                Attn:
      Director

                                                                                                                Tel.:
      +31 20 5405860

                                                                                                                Facsimile:+31
      20 644 7011

                                                                                                              

                                                                                                            


                                                                                                    

                                                                                                     

                                                                                                    or such
other address as such Party may notify to the other Parties in writing from time
to time in accordance with the requirements of this Clause, such notice to be
effective five (5) Business Days after the date of such notice or following such
longer period as may be set out in such notice.

                                                                                                    


                                                                                                    
                                                                                                      	
                                                                                                              13.3

                                                                                                            	
                                                                                                              Any
      notice given under this Agreement outside Working Hours of the place to
      which it is addressed shall be deemed not to have been given until the
      start of the next period of Working Hours in such
  place.

                                                                                                            


                                                                                                    

                                                                                                    


                                                                                                    
                                                                                                      	
                                                                                                              14.

                                                                                                            	
                                                                                                              Entire
      Agreement

                                                                                                            


                                                                                                    

                                                                                                    


                                                                                                    
                                                                                                      	
                                                                                                              14.1

                                                                                                            	
                                                                                                              This
      Agreement constitutes the entire agreement between the Parties and
      supersedes any arrangements, understanding or previous agreement between
      them relating to the subject matter to which it
  relates.

                                                                                                            


                                                                                                    

                                                                                                    


                                                                                                    
                                                                                                      	
                                                                                                              14.2

                                                                                                            	
                                                                                                              Each
      Party acknowledges that in entering into this Agreement it does not rely
      on, and shall have no remedy in respect of, any statement, representation,
      assurance or warranty of any person other than as expressly set out in
      this Agreement.

                                                                                                            


                                                                                                    

                                                                                                    


                                                                                                    
                                                                                                      	
                                                                                                              14.3

                                                                                                            	
                                                                                                              Nothing
      in this Clause operates to limit or exclude any liability for fraud or
      willful misconduct.

                                                                                                            


                                                                                                    

                                                                                                    


                                                                                                    
                                                                                                      	
                                                                                                              15.

                                                                                                            	
                                                                                                              Third
      Party Rights

                                                                                                            


                                                                                                    

                                                                                                    


                                                                                                    
                                                                                                      	
                                                                                                              15.1

                                                                                                            	
                                                                                                              Subject
      to Clause 10,
      no person who is not a party to this Agreement shall have any rights under
      the Contracts (Rights of Third Parties) Act 1999 to enforce a term of this
      Agreement.

                                                                                                            


                                                                                                    

                                                                                                    
                                                                                                      
                                                                                                         

                                                                                                        
                                                                                                          
                                                                                                          

                                                                                                        

                                                                                                        
                                                                                                          32

                                                                                                          
                                                                                                            

                                                                                                          

                                                                                                        

                                                                                                        
                                                                                                          
                                                                                                          

                                                                                                        

                                                                                                      

                                                                                                       

                                                                                                      
                                                                                                        	
                                                                                                                15.2

                                                                                                              	
                                                                                                                The
      Purchaser Protected Parties shall have the right under the Contracts
      (Rights of Third Parties) Act 1999 to enforce Clause 10 and any other relevant Clause necessary for the
      enforcement of the indemnities
therein.

                                                                                                              


                                                                                                      

                                                                                                      


                                                                                                      
                                                                                                        	
                                                                                                                16.

                                                                                                              	
                                                                                                                Amendments

                                                                                                              


                                                                                                      

                                                                                                      


                                                                                                      
                                                                                                        	
                                                                                                                16.1

                                                                                                              	
                                                                                                                This
      Agreement may be amended or modified only if in writing (including a
      written document evidenced by a facsimile transmission) and signed by each
      of the Parties.

                                                                                                              


                                                                                                      

                                                                                                      


                                                                                                      
                                                                                                        	
                                                                                                                16.2

                                                                                                              	
                                                                                                                The
      single or partial exercise of any right, power or remedy provided by law
      or under this Agreement shall not preclude any other or further exercise
      of it or the exercise of any other right, power or
  remedy.

                                                                                                              


                                                                                                      

                                                                                                      


                                                                                                      
                                                                                                        	
                                                                                                                16.3

                                                                                                              	
                                                                                                                None
      of the terms of this Agreement may be waived except by an instrument in
      writing duly executed by the waiving
Party.

                                                                                                              


                                                                                                      

                                                                                                      


                                                                                                      
                                                                                                        	
                                                                                                                17.

                                                                                                              	
                                                                                                                Costs
      and Expenses

                                                                                                              


                                                                                                      

                                                                                                      


                                                                                                      Except as
specified herein, each Party shall be liable for its own costs and expenses in
relation to the negotiation, preparation, execution and carrying into effect of
this Agreement.

                                                                                                      


                                                                                                      
                                                                                                        	
                                                                                                                18.

                                                                                                              	
                                                                                                                Set-off
      and Gross-up

                                                                                                              


                                                                                                      

                                                                                                      


                                                                                                      
                                                                                                        	
                                                                                                                18.1

                                                                                                              	
                                                                                                                A
      payment made under this Agreement by one Party to the other shall be made
      free of any right of counterclaim or set-off and without deduction or
      withholding of any kind, other than any deduction or withholding required
      by law.

                                                                                                              


                                                                                                      

                                                                                                      


                                                                                                      
                                                                                                        	
                                                                                                                18.2

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

                                                                                                              


                                                                                                      

                                                                                                      


                                                                                                      
                                                                                                        	
                                                                                                                19.

                                                                                                              	
                                                                                                                Assignment

                                                                                                              


                                                                                                      

                                                                                                      


                                                                                                      The
provisions of this Agreement shall be binding upon and shall inure to the
benefit of the Parties and their respective successors and permitted
assigns.  No Party may assign its rights (or for the avoidance of
doubt, its obligations) under this Agreement without the express written consent
of the other Parties, which shall not be unreasonably withheld or
delayed.

                                                                                                      


                                                                                                      
                                                                                                        	
                                                                                                                20.

                                                                                                              	
                                                                                                                Confidentiality

                                                                                                              


                                                                                                      

                                                                                                      


                                                                                                      
                                                                                                        	
                                                                                                                20.1

                                                                                                              	
                                                                                                                No
      Party shall divulge or communicate to any person (other than those of its
      shareholders, directors, employees and professional advisers whose
      province it is to know the same) or use or exploit for any reason
      whatsoever this Agreement or the matters contemplated hereby or the
      information disclosed by any of the other Parties, and shall use its
      reasonable endeavors to prevent its employees from so
    acting.

                                                                                                              


                                                                                                      

                                                                                                      


                                                                                                      
                                                                                                        	
                                                                                                                20.2

                                                                                                              	
                                                                                                                Notwithstanding
      the provisions of Clause 20.1,
      any Party may make an announcement or disclosure concerning this
      Agreement:

                                                                                                              


                                                                                                      

                                                                                                      
                                                                                                        
                                                                                                           

                                                                                                          
                                                                                                            
                                                                                                            

                                                                                                          

                                                                                                          
                                                                                                            33

                                                                                                            
                                                                                                              

                                                                                                            

                                                                                                          

                                                                                                          
                                                                                                            
                                                                                                            

                                                                                                          

                                                                                                        

                                                                                                         

                                                                                                        
                                                                                                          	
                                                                                                                   
      

                                                                                                                	
                                                                                                                  (i)

                                                                                                                	
                                                                                                                  if
      required by law or any requirement of any securities exchange or
      Governmental Authority to which that Party is subject, wherever situated,
      whether or not the requirement has the force of law,
  or

                                                                                                                


                                                                                                        

                                                                                                        


                                                                                                        
                                                                                                          	
                                                                                                                   
      

                                                                                                                	
                                                                                                                  (ii)

                                                                                                                	
                                                                                                                  to
      a Party's or its Affiliates' directors, officers, employees, professional
      advisers, counsel, rating agencies, and lenders or other providers of
      funds (a) who are directly concerned with this Agreement or any related
      arrangements or transactions, (b) whose knowledge of such information is
      reasonably necessary; and (c) who by its position or otherwise is under a
      duty to observe confidentiality in dealing with this Agreement and such
      related arrangements or otherwise must comply with the provisions of this
      Agreement in respect of
confidentiality.

                                                                                                                


                                                                                                        

                                                                                                        


                                                                                                        
                                                                                                          	
                                                                                                                  20.3

                                                                                                                	
                                                                                                                  The
      restrictions contained in this Clause shall continue to apply for a period
      of two (2) years following the expiration or termination of this
      Agreement.

                                                                                                                


                                                                                                        

                                                                                                        


                                                                                                        
                                                                                                          	
                                                                                                                  21.

                                                                                                                	
                                                                                                                  Announcements

                                                                                                                


                                                                                                        

                                                                                                        


                                                                                                        
                                                                                                          	
                                                                                                                  21.1

                                                                                                                	
                                                                                                                  Subject
      to Clause 21.2,
      no Party shall make or issue a public announcement, communication or
      circular concerning the Transaction unless it has first obtained the other
      Parties' written consent, which may not be unreasonably withheld or
      delayed.

                                                                                                                


                                                                                                        

                                                                                                        


                                                                                                        
                                                                                                          	
                                                                                                                  21.2

                                                                                                                	
                                                                                                                  Clause 21.1 does not apply to a public announcement,
      communication or circular required by law or by a rule or regulation of a
      listing authority, a stock exchange or a Governmental Authority to which
      the relevant Party is subject, provided that the
      public announcement, communication or circular shall so far as is
      practicable be made after consultation with the other Parties and after
      taking into account the reasonable requirements of the other Parties as to
      its timing, content and manner of making or
  despatch.

                                                                                                                


                                                                                                        

                                                                                                        


                                                                                                        
                                                                                                          	
                                                                                                                  22.

                                                                                                                	
                                                                                                                  Severability

                                                                                                                


                                                                                                        

                                                                                                        


                                                                                                        If any
provision of this Agreement (or of any document referred to herein) is held to
be illegal, invalid or unenforceable in whole or in part, the legality, validity
and enforceability of the remaining provisions of this Agreement (or such other
document) shall not in any way be affected or impaired thereby.  If
any provision or part of this Agreement (or any document referred to herein) is
held to be illegal, invalid or unenforceable, then the Parties shall use
reasonable endeavors to the fullest extent permitted by law to amend the terms
of this Agreement to give effect to the transactions contemplated hereby, and if
any invalid, unenforceable or illegal provision would be valid, enforceable or
legal if some part of it were deleted or modified, the provision shall apply
with whatever modification is necessary to give effect to the commercial
intention of the Parties.

                                                                                                        


                                                                                                        
                                                                                                          	
                                                                                                                  23.

                                                                                                                	
                                                                                                                  Further
      Assurance

                                                                                                                


                                                                                                        

                                                                                                        


                                                                                                        Each of
the Parties shall, at the request of the other Party, promptly do or so far as
each is able procure the doing, of all such acts and/or execute or procure the
execution of all such documents in a form satisfactory to such other Party
concerned as they may reasonably consider necessary for giving full effect to
this Agreement and securing to such other Party the full benefit of the rights,
powers and remedies conferred upon them in this Agreement.

                                                                                                         

                                                                                                        
                                                                                                          
                                                                                                            
                                                                                                              
                                                                                                              

                                                                                                            

                                                                                                            
                                                                                                              34

                                                                                                              
                                                                                                                

                                                                                                              

                                                                                                            

                                                                                                            
                                                                                                              
                                                                                                              

                                                                                                            

                                                                                                            
                                                                                                            

                                                                                                             

                                                                                                            
                                                                                                              	
                                                                                                                      24.

                                                                                                                    	
                                                                                                                      Waivers

                                                                                                                    


                                                                                                            

                                                                                                            


                                                                                                            No
failure or delay by a Party in exercising any right, power or privilege under
this Agreement shall operate as a waiver of that right, power or privilege and
no single or partial exercise by a Party of any right, power or privilege shall
preclude any further exercise of that right, power or privilege or the exercise
of any other right, power or privilege.

                                                                                                            


                                                                                                            
                                                                                                              	
                                                                                                                      25.

                                                                                                                    	
                                                                                                                      Counterparts

                                                                                                                    


                                                                                                            

                                                                                                            


                                                                                                            This
Agreement may be executed in any number of counterparts, each of which is an
original and which together have the same effect as if each Party had signed the
same document, provided
that each Party executes at least one (1) counterpart.

                                                                                                            


                                                                                                            
                                                                                                              	
                                                                                                                      26.

                                                                                                                    	
                                                                                                                      Governing
      Law and Jurisdiction

                                                                                                                    


                                                                                                            

                                                                                                            


                                                                                                            This
Agreement shall be governed by and construed in accordance with the laws of
England.

                                                                                                            


                                                                                                            
                                                                                                              	
                                                                                                                      27.

                                                                                                                    	
                                                                                                                      Dispute
      Resolution

                                                                                                                    


                                                                                                            

                                                                                                            


                                                                                                            
                                                                                                              	
                                                                                                                      27.1

                                                                                                                    	
                                                                                                                      Any
      disputes, claims or controversy arising out of or related to this
      Agreement, including any question as to its formation, validity,
      interpretation or termination, which cannot be resolved by negotiations
      between the Parties shall be settled by arbitration on an ad hoc basis in
      accordance with the Rules of the London Court of International
      Arbitration, which are deemed to be incorporated by reference into this
      Clause, except to the extent modified by this Clause.  The
      tribunal shall consist of three (3) arbitrators. The Purchaser or CME
      Romania (as applicable) and the Sellers shall each nominate one (1)
      arbitrator and the third (3rd)
      arbitrator shall be appointed by the two (2) arbitrators nominated by the
      Parties.  Either of the Purchaser or the Seller shall have the
      right to initiate the proceedings.

                                                                                                                    


                                                                                                            

                                                                                                            
                                                                                                               

                                                                                                              
                                                                                                                	
                                                                                                                        27.2

                                                                                                                      	
                                                                                                                        The
      seat of the arbitration shall be London, England.  The language
      of the arbitration shall be English, except that any party to the
      arbitration may submit testimony or documentary evidence in Romanian,
      whereupon it shall also furnish a certified translation or interpretation
      of any such evidence into English.

                                                                                                                      


                                                                                                              

                                                                                                              


                                                                                                              
                                                                                                                	
                                                                                                                        27.3

                                                                                                                      	
                                                                                                                        If
      any dispute arising out of or relating to this Agreement (hereinafter
      referred to as a "Related
      Dispute") raises issues which are substantially the same as or
      connected with issues raised in another dispute which has already been
      referred to arbitration under this Agreement or another Transaction
      Document (an "Existing
      Dispute"), the tribunal appointed or to be appointed in respect of
      any such Existing Dispute shall also be appointed as the tribunal in
      respect of any such Related Dispute.  Where, pursuant to the
      foregoing provisions, the same tribunal has been appointed in relation to
      two or more disputes, the tribunal may, with the agreement of all the
      parties concerned or upon the application of one of the parties, being a
      party to each of the disputes, order that the whole or part of the matters
      at issue shall be heard together upon such terms or conditions as the
      tribunal thinks fit.  The tribunal shall have power to make such
      directions and any interim or partial award as it considers just and
      desirable.

                                                                                                                      


                                                                                                              

                                                                                                              


                                                                                                              
                                                                                                                	
                                                                                                                        27.4

                                                                                                                      	
                                                                                                                        Each
      of the Parties agree that money damages would not be a sufficient remedy
      for any breach of this Agreement by them and that in addition to all other
      remedies, the Purchaser shall be entitled to specific performance and to
      injunctive or other equitable relief as remedies for any such breach or
      threatened breach of this Agreement by the Sellers without proof of actual
      damages.  The Parties agree not to oppose the granting of such
      relief, and to waive, and to use their best endeavors to cause any
      Affiliate to waive, any requirement for the securing or posting of any
      bond in connection with such
remedy.

                                                                                                                      


                                                                                                              

                                                                                                              
[Signature page follows]

                                                                                                               

                                                                                                              
                                                                                                                
                                                                                                                  
                                                                                                                    
                                                                                                                      
                                                                                                                      

                                                                                                                    

                                                                                                                    
                                                                                                                      35

                                                                                                                      
                                                                                                                        

                                                                                                                      

                                                                                                                    

                                                                                                                    
                                                                                                                      
                                                                                                                      

                                                                                                                    

                                                                                                                  

                                                                                                                   

                                                                                                                  IN WITNESS WHEREOF, the
Parties have duly executed this Agreement on the date first written
above.

                                                                                                                  
                                                                                                                    


                                                                                                                    
                                                                                                                      	
                                                                                                                              SIGNED

                                                                                                                              for
      and on behalf of

                                                                                                                              CME
      PRODUCTION B.V.

                                                                                                                               

                                                                                                                               

                                                                                                                               

                                                                                                                            	
                                                                                                                              )

                                                                                                                              )

                                                                                                                              )

                                                                                                                              )

                                                                                                                              )

                                                                                                                              )

                                                                                                                              )

                                                                                                                              )

                                                                                                                              )

                                                                                                                            	
                                                                                                                              

/s/ Alphons van
      Spaendonck

                                                                                                                            
	
                                                                                                                              A.N.G.V.
      Spaendonck

                                                                                                                              Managing
      Director



                                                                                                                              /s/ Henk van Wijlen

                                                                                                                              H.A.
      van Wijlen on behalf of Pan-Invest B.V.

                                                                                                                              Managing
      Director

                                                                                                                            


                                                                                                                    

                                                                                                                    
                                                                                                                      


                                                                                                                      
                                                                                                                        	
                                                                                                                                SIGNED

                                                                                                                                for
      and on behalf of

                                                                                                                                CME
      ROMANIA B.V.

                                                                                                                                 

                                                                                                                                 

                                                                                                                                 

                                                                                                                              	
                                                                                                                                )

                                                                                                                                )

                                                                                                                                )

                                                                                                                                )

                                                                                                                                )

                                                                                                                                )

                                                                                                                                )

                                                                                                                                )

                                                                                                                                )

                                                                                                                              	
                                                                                                                                

/s/ Alphons van
      Spaendonck

                                                                                                                              
	
                                                                                                                                A.N.G.V.
      Spaendonck

                                                                                                                                Managing
      Director



                                                                                                                                /s/ Henk van Wijlen

                                                                                                                                H.A.
      van Wijlen on behalf of Pan-Invest B.V.

                                                                                                                                Managing
      Director

                                                                                                                              


                                                                                                                      

                                                                                                                      


                                                                                                                      


                                                                                                                      
                                                                                                                        	
                                                                                                                                SIGNED

                                                                                                                                by
      ADRIAN
      SARBU

                                                                                                                                 

                                                                                                                                 

                                                                                                                              	
                                                                                                                                )

                                                                                                                                )

                                                                                                                                )

                                                                                                                                )

                                                                                                                                )

                                                                                                                              	
                                                                                                                                

/s/ Adrian
      Sarbu

                                                                                                                              


                                                                                                                      

                                                                                                                      


                                                                                                                      


                                                                                                                      
                                                                                                                        	
                                                                                                                                SIGNED

                                                                                                                                for
      and on behalf of

                                                                                                                                MEDIA
      PRO MANAGEMENT S.A.

                                                                                                                                 

                                                                                                                              	
                                                                                                                                )

                                                                                                                                )

                                                                                                                                )

                                                                                                                                )

                                                                                                                                )

                                                                                                                              	
                                                                                                                                

/s/ Gheorghe
      Liviu

                                                                                                                                Gheorghe
      Liviu

                                                                                                                              


                                                                                                                      

                                                                                                                      


                                                                                                                       

                                                                                                                      
                                                                                                                        	
                                                                                                                                SIGNED

                                                                                                                                for
      and on behalf of

                                                                                                                                MEDIA
      PRO B.V.

                                                                                                                                 

                                                                                                                                 

                                                                                                                                 

                                                                                                                              	
                                                                                                                                )

                                                                                                                                )

                                                                                                                                )

                                                                                                                                )

                                                                                                                                )

                                                                                                                                )

                                                                                                                                )

                                                                                                                                )

                                                                                                                                )

                                                                                                                              	
                                                                                                                                


/s/ Seastrom Liliana
      Florentina

                                                                                                                              
	
                                                                                                                                Seastrom
      Liliana Florentina

                                                                                                                                 

                                                                                                                                 

                                                                                                                                 

                                                                                                                              


                                                                                                                      

                                                                                                                       

                                                                                                                       

                                                                                                                      36