Exhibit 10.58


    
      

    


    CET
      21 spol. s r.o. 

    


    -
      and -

    


    Adrian
      Sarbu

    


    


    
      	 	 	 
	 	
               

              CONTRACT
                FOR THE PERFORMANCE OF THE OFFICE

               

            	 


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    CONTRACT
      FOR THE PERFORMANCE OF THE OFFICE 

     

    


    
      	
              Name
                and Address of the Company:

            	
              CET
                21 spol. s r.o., with
                its registered office at Kříženeckého
                nám. 322/5,
                152 00 Praha
                5 - Hlubočepy,
                ID.
                No. 45800456
                (the “Company”)

            
	 	 
	
              Name
                and Address of the Director:

            	
              Adrian
                Sarbu, born April 18, 1955, residing at 230 Calae Dorobantilor, sector
                1,
                Bucharest, Romania (“Mr.
                Sarbu”)
                

            


    

     

    (The
      Company and Mr. Sarbu shall hereinafter also be referred to collectively as
      the
"Parties"
      and
      individually as the "Party", and
      this
      contract shall hereinafter be referred to as the
      "Contract")

     

    WHEREAS:

     

    
      	
              (A)

            	
              Based
                on the decision of the General Meeting of the Company dated March
                2, 2006,
                Mr. Sarbu was appointed to the office of the Executive Director of
                the
                Company (the “Director”)
                effective as of March 3, 2006;

            


    

     

    
      	
              (B)

            	
              The
                Company is a member of the CME Group consisting of Central European
                Media
                Enterprises Ltd. (“CME”)
                and any and all companies under its control (as such term is defined
                by
                Section 66a of Act No. 513/1991 Coll., the Commercial Code, as amended
                (the “Commercial
                Code”))
                (the “CME
                Group”);
                and

            


    

     

    
      	
              (C)

            	
              The
                Company and Mr. Sarbu hereby wish to agree upon and set forth the
                terms
                and conditions of their mutual co-operation, which shall be carried
                out in
                connection with an exercise by Mr. Sarbu of his position of the
                Director.

            


    

     

    THE
      PARTIES AGREE AS FOLLOWS

     

    
      	
              1

            	
              SUBJECT-MATTER
                OF CONTRACT

            


    

     

    
      	
              1.1

            	
              The
                subject matter hereof shall be the stipulation of the terms and conditions
                related to the performance by Mr. Sarbu of the office of the Director.
                The
                Parties hereto agree and acknowledge to each other that the terms
                and
                conditions agreed hereunder shall apply mutatis
                mutandis
                with respect to the performance by Mr. Sarbu of the office of the
                Director
                prior to the effective date hereof and starting on the day of the
                appointment of Mr. Sarbu to such office as stipulated in Preamble
                (A)
                above. 

            


    

     

    
      	
              2

            	
              OFFICE
                AND DUTIES 

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      	
              2.1

            	
              Mr.
                Sarbu shall occupy the position of the Director (in Czech “jednatel”)
                of the Company. In such capacity Mr. Sarbu shall perform the duties
                referred to in Section 2.2 hereof, which shall also include, without
                limitation, such duties as would be assigned to the position of the
                President of the Company (the “President”)
                as specified in the organizational rules of the Company whereas the
                Parties shall not enter into a separate agreement in respect of the
                performance by Mr. Sarbu of the position of the President. For avoidance
                of any doubts, both Parties hereto acknowledge and agree that no
                employment relationship shall be established between Mr. Sarbu and
                the
                Company hereunder or in connection with any activities carried out
                by Mr.
                Sarbu hereunder.

            


    

     

    
      	
              2.2

            	
              Mr.
                Sarbu shall perform the duties of the Director as they arise from
                the
                applicable generally binding legal regulations, the valid Memorandum
                of
                Association of the Company, its internal regulations, the policies
                of CME
                or from the directives and instructions provided (if any) and decisions
                adopted by the Company's General Meeting or decisions adopted by
                the
                shareholders of the Company outside the General Meeting, including
                the
                annual budget (any reference to a decision adopted by the Company’s
                General Meeting shall hereinafter also include a reference to a decision
                adopted by the shareholders of the Company outside the General Meeting),
                unless the performance of such duties, obligations, directives and/or
                instructions contravenes generally binding legal
                regulations.

            


    

     

    
      	
              2.3

            	
              Mr.
                Sarbu shall perform his office of the Director and any and all of
                his
                obligations arising hereunder with due care. He shall be obliged
                to do so
                in person and in a thorough and diligent manner.
                

            


    

     

    
      	
              2.4

            	
              Mr.
                Sarbu shall use his best endeavors to promote and protect the interests
                of
                the Company and shall not do anything which would be harmful with
                respect
                thereto.

            


    

     

    
      	
              3

            	
              PLACE
                OF WORK

            


    

     

    
      	
              3.1

            	
              In
                general, Mr. Sarbu shall perform his office of the Director in Prague.
                For
                that purpose, the Company shall, at its cost and expense, provide
                Mr.
                Sarbu with an office in the place in which the Company has its seat,
                including an adequate technical and material equipment and personnel
                support, as is reasonably necessary for the performance of Mr. Sarbu ́s
                duties hereunder. 

            


    

     

    
      	
              4

            	
              REMUNERATION

            


    

     

    
      	
              4.1

            	
              Mr.
                Sarbu’s base annual remuneration for the performance of the office of the
                Director shall be USD 500,000 (in words: five hundred thousand American
                Dollars) per year ("Annual
                Remuneration").
                Mr. Sarbu shall be entitled to receive the full amount of the Annual
                Remuneration only in the event that he will exercise the office of
                the
                Director during the period of full calendar year, otherwise the Annual
                Remuneration shall be decreased on pro rata basis in relation to
                the time
                period during which Mr. Sarbu shall exercise the office of the Director
                hereunder in the respective calendar year.


            


    

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    


    
      	
              4.2

            	
              Subject
                to the provision of Section 4.1 hereof, the Annual Remuneration for
                the
                respective calendar year during which the office of the Director
                is
                performed by Mr. Sarbu shall be payable in arrears no later than
                on the
                date of salary payment for December as fixed for the Company’s employees.
                The Company shall pay the Annual Remuneration, net of any mandatory
                payments as required to be made by the Company in accordance with
                the
                applicable laws of the Czech Republic, including, without limitation,
                any
                withholding or other taxes and payments of social security and health
                insurance, by wire transfer to the credit of Mr. Sarbu’s bank
                account or to any other account of which Mr. Sarbu notifies the
                Company in writing no later than 10 days prior to the due date of
                the
                payment (the “Bank
                Account”).
                

            


    

     

    
      	
              4.3

            	
              Mr.
                Sarbu shall be entitled to receive a bonus based on the financial
                results
                and a combined reported EBITDA of the Company for the financial years
                2006
                and 2007. The terms of the payment and the amount of any bonus hereunder,
                if any, shall be in a sole discretion of the General Meeting of the
                Company and shall require a prior approval thereof.
                

            


    

     

    
      	
              5

            	
              OTHER
                BENEFITS

            


    

     

    
      	
              5.1

            	
              The
                Company shall be obliged to ensure that Mr. Sarbu be insured by a
                travel
                health insurance of the type “Executive
                plus policy”
                based on a reasonable selection of Mr. Sarbu providing him with highest
                standard of insurance protection for the whole period of the execution
                of
                the office hereunder. The Company shall be also obliged to pay the
                insurance premiums for the travel health insurance.
                

            


    

     

    
      	
              5.2

            	
              The
                Company shall provide Mr. Sarbu with the above-standard health care
                by
                providing Mr. Sarbu with an above-standard health insurance based
                on his
                reasonable selection and at the expenses of the Company.
                

            


    

     

    
      	
              5.3

            	
              Mr.
                Sarbu shall be entitled to a compensation of his Annual Remuneration,
                or
                any part thereof, in case of his illness resulting in work disability
                during which he will not receive any remuneration in accordance with
                Section 4 hereof (the “Sick
                Leave Compensation”)
                provided that the work disability is proved to the Company by the
                doctor’s
                certificate. The Sick Leave Compensation shall be in each case equal
                to
                the respective portion of the Annual Remuneration in the respective
                year
                for a period of time during which Mr. Sarbu’s disability to work lasts,
                provided that the illness (disability of work) lasts three (3) months
                or
                less. In case his illness (disability of work) would exceed three
                (3)
                months, the Sick Leave Compensation shall be further paid to Mr.
                Sarbu in
                an amount equal to 50% of such Annual
                Remuneration.

            


    

     

    The
      Company shall have the right to verify whether the health conditions of Mr.
      Sarbu justify his illness and/or work disability by a reputable physician
      appointed by the Company in connection with any payment of the Sick Leave
      Compensation hereunder. 

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    


    
      	
              5.4

            	
              Any
                insurance scheme to be provided to Mr. Sarbu in connection herewith
                shall
                be subject to the Company’s right to reasonably alter the cover provided
                thereunder or any term of the scheme or to cease to provide (without
                replacement) the scheme at any time in case that in the opinion of
                the
                Company the state of health of Mr. Sarbu is or becomes such that
                the
                Company is unable to insure the benefits under the scheme at the
                normal
                premiums applicable to a person of his age. The provision of any
                insurance
                scheme shall not in any way prevent the Company from lawfully terminating
                this Contract in accordance with the provisions of Section 9 hereof
                even
                if such termination would deprive Mr. Sarbu of membership in or cover
                under any such scheme.

            


    

     

    
      	
              5.5

            	
              Mr.
                Sarbu shall be entitled to use a company car of an execuitve class
                reasonably selected by Mr. Sarbu with a driver on a 24/7 basis during
                his
                stay in the Czech Republic. He shall be entitled to use such car
                for both
                business and private purposes. All costs incurred with respect to
                an
                operation and use of such car (including all consumed fuel) shall
                be
                covered by the Company.

            


    

     

    
      	
              6

            	
              EXPENSES

            


    

     

    
      	
              6.1

            	
              Neither
                the travel nor any other costs incurred by Mr. Sarbu in the course
                of the
                exercise of the office of the Director are included in the Annual
                Remuneration, bonus or in any other remuneration or benefits hereunder.
                The Company shall reimburse any and all duly documented necessary
                costs
                and expenses, which shall be reasonably incurred by the Director
                in
                connection with the exercise of his office hereunder whether in Prague
                or
                on business trips as evidenced by receipts in accordance with the
                Company
                expense policy.

            


    

     

    
      	
              7

            	
              TIME
                INVOLVEMENT IN THE COMPANY

            


    

     

    
      	
              7.1

            	
              Mr.
                Sarbu shall devote sufficient time to proper performance of his duties
                hereunder. Save as set forth herein, no additional pay or time off
                shall
                be permitted to Mr. Sarbu in connection with his performance of the
                office
                hereunder based on the fact that the remuneration set forth herein
                has
                been agreed upon taking into consideration the contingent overtime
                performance by Mr. Sarbu of his duties hereunder.
                

            


    

     

    
      	
              8

            	
              HOLIDAYS

            


    

     

    
      	
              8.1

            	
              Mr.
                Sarbu shall be entitled to a vacation of up to 25 days per annum
                during
                which Mr. Sarbu shall not be obliged to perform any duties or obligations
                related to the office of the Director to the extent permitted by
                applicable laws; provided, however, that during such time, his right
                to
                receive remuneration in accordance with Section 4 hereof and other
                benefits set forth hereunder shall not be affected.
                

            


    

     

    
      	
              8.2

            	
              Mr.
                Sarbu shall take the vacation under Section 8.1 hereof simultaneously
                with
                the vacation taken by him under Section 8 of the Contract for the
                Performance of the Office concluded between Mr. Sarbu and CME Media
                Services s.r.o. on or about the date
                hereof.

            


    

     

    
      	
              9

            	
              TERMINATION

            


    

     

    
      	
              9.1

            	
              This
                Contract shall be entered into for a definite period of time, expiring
                on
                December 31, 2007 or, as the case may be, on the date on which the
                term of
                Mr. Sarbu’s office of the Director shall be terminated in accordance with
                the terms hereof, the Commercial Code and the Memorandum of Association
                of
                the Company, unless stipulated otherwise herein; provided, however,
                that
                the obligations of Mr. Sarbu under Sections 10 and 11 hereof shall
                survive
                the termination of this Contract. 

            


    

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    


    
      	
              9.2

            	
              The
                exercise of Mr. Sarbu’s office of the Director and this Contract shall be
                terminated upon:

            


    

     

    
      	 	
              (a)

            	
              the
                removal of Mr. Sarbu from the office of the Director on the grounds
                of a
                decision adopted by the General Meeting of the Company in a manner
                complying with the respective legal regulations and the Memorandum
                of
                Association of the Company other than for reason set forth under
                Section
                9.2(b) hereof;

            


    

    


    
      	 	
              (b)

            	
              the
                removal of Mr. Sarbu from the office of the Director on the grounds
                of a
                decision adopted by the General Meeting of the Company in a manner
                complying with the respective legal regulations and the valid Memorandum
                of Association of the Company when such grounds are based on
                Cause;

            


    

    


    
      	 	
              (c)

            	
              the
                resignation of Mr. Sarbu from his office of the Director in accordance
                with the respective legal regulations and the valid Memorandum of
                Association of the Company; 

            


    

    


    
      	 	
              (d)

            	
              mutual
                agreement between the Parties; or

            


    

    


    
      	 	
              (e)

            	
              other
                causes of termination of the office of the Director provided under
                the
                Commercial Code or the Memorandum of Association of the
                Company.

            


    

    


    For
      purposes of this Contract, “Cause”
shall
      include any action by Mr. Sarbu constituting gross misconduct in the performance
      of his duties hereunder, including (i) breach of this Contract, (ii)
      embezzlement or any theft or misappropriation of the Company’s assets, (iii)
      gross negligence or wilful misconduct by Mr. Sarbu in the performance of his
      duties hereunder, (iv) the provision of information to the Supervisory Board
      (if
      established) of the Company or the General Meeting of the Company containing
      any
      material misstatement or material omission, or (v) the failure to observe any
      instruction or resolution of the Supervisory Board of the Company (if
      established), the General Meeting of the Company or CME.

    


    
      	
              9.3

            	
              Termination
                pursuant to Section 9.2(a) and (c) hereof shall be on three months’ prior
                written notice. Termination pursuant to Section 9.2(b) hereof shall
                not
                require any prior written notice and shall be effective from the
                moment of
                recall of Mr. Sarbu from the office of the Director. As of the day
                of the
                termination of the office of Mr. Sarbu hereunder, he shall cease
                to
                exercise duties related to the office of the Director.
                

            


    

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    


    
      	
              9.4

            	
              Upon
                the termination, by whatever means, of this Contract, Mr. Sarbu shall
                immediately, however no later than within three (3) business days
                from the
                date of such termination, return to the Company all documents, computer
                media and all other property or assets belonging to or relating to
                the
                business of the Company and the performance of his duties hereunder
                which
                is in his possession or under his power or control or otherwise available
                to Mr. Sarbu, and Mr. Sarbu must not retain copies of any of the
                above,
                save for cases in which it is necessarily required by mandatory applicable
                legal regulations to keep such copies in order to be able to produce
                evidence in a proceeding that might be initiated against Mr. Sarbu
                in
                relation to the performance of his duties
                hereunder.

            


    

     

    
      	
              9.5

            	
              Notwithstanding
                the provision of Section 4.1 hereof, in the circumstance that Mr.
                Sarbu is
                recalled from his office pursuant to Section 9.2(a) hereof, he shall
                be
                entitled to a compensation in an amount equal to the Annual Remuneration
                for the entire period of the existence hereof until December 31,
                2007.
                

            


    

     

    
      	
              10

            	
              CONFIDENTIAL
                INFORMATION

            


    

     

    
      	
              10.1

            	
              Mr.
                Sarbu agrees, during the term hereof and after the termination of
                the
                office of the Director, not to use or disclose to any person (and
                shall
                use his best endeavours to prevent the use, publication or disclosure
                of)
                any confidential information:

            


    

     

    
      	 	
              10.1.1

            	
              concerning
                the business of the Company and/or CME Group which comes to the knowledge
                of Mr. Sarbu during the course of or in connection with the holding
                of his
                office of the Director; or

            


    

     

    
      	 	
              10.1.2

            	
              concerning
                the business of any client or person having dealings with the Company
                and/or CME Group and/or a company within the CME Group which is obtained
                directly or indirectly in circumstances where the Company is subject
                to a
                duty of confidentiality.

            


    

     

    
      	
              10.2

            	
              For
                the purposes of Section 10.1 above, information of a confidential
                or
                secret nature includes, but shall not be not limited to, information
                disclosed to Mr. Sarbu or known, learned, created or observed by
                him as a
                consequence of the holding of the office of the Director, not generally
                known in the relevant trade or industry about the Company’s and/or CME
                Group’s business activities, services and processes, including, but not
                limited to, information concerning advertising, sales promotion,
                publicity, sales data, research, programming and plans for programming,
                finances, accounting, methods, processes, business plans (including
                prospective or pending license applications or investments in license
                holders or applicants), client or supplier lists and records, potential
                client or supplier lists, and client or supplier
                billings.

            


    

     

    
      	
              10.3

            	
              This
                Section shall not apply to information which
                is:

            


    

     

    
      	 	
              10.3.1

            	
              disclosed
                in the proper performance by Mr. Sarbu of duties of the Director
                or with
                the consent of the Company;

            


    

     

    
      	 	
              10.3.2

            	
              ordered
                to be disclosed by a court of competent jurisdiction or otherwise
                necessarily required to be disclosed by law or pursuant to the rules
                of
                any applicable stock exchange; or

            


    

     

    
      	 	
              10.3.3

            	
              comes
                into the public domain otherwise than due to an omission or a breach
                by
                Mr. Sarbu hereof.

            


    

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    


    
      	
              11

            	
              NON-COMPETITION 

            


    

     

    
      	
              11.1

            	
              Within
                the duration of the office of Mr. Sarbu as the Director and for a
                period
                of twelve (12) months after the termination hereof for any cause,
                Mr.
                Sarbu shall not:

            


    

     

    
      	 	
              (a)

            	
              either
                on his own account or on behalf of any other person, firm or company,
                directly or indirectly, carry on or be engaged, concerned or interested
                in
                any business which is competitive with the business of securing television
                licenses, operating television stations, programming services and
                broadcasting in which the Company and/or CME Group are engaged and
                with
                which Mr. Sarbu was actively involved in the twelve months preceding
                the
                termination hereof within the territories of operation of the CME
                Group;
                

            


    

     

    
      	 	
              (b)

            	
              seek
                to do business and/or do business with any person, firm or company
                who at
                any time during the twelve months preceding the termination hereof
                was a
                customer of the Company and/or CME Group and/or with whom during
                that
                period Mr. Sarbu or another employee or officer of the Company and/or
                CME
                Group had material dealings; and

            


    

     

    
      	 	
              (c)

            	
              solicit
                or employ or cause to be employed, whether directly or indirectly,
                any
                employee of the Company and/or CME Group who has substantial knowledge
                of
                confidential aspects of the business of the Company and/or CME Group,
                and
                with whom, at any time during the period of twelve months prior to
                such
                termination, Mr. Sarbu had material
                dealings.

            


    

     

    
      	
              11.2

            	
              Each
                of the restrictions in this Section shall be enforceable independently
                of
                each other and their validity shall not be affected if any of the
                other
                restrictions are invalid. In the event that any of the restrictions
                are
                void, but would be valid if some part of the restriction were deleted,
                the
                restriction in question shall apply with such modification as may
                be
                necessary to make it valid.

            


    

     

    
      	
              11.3

            	
              The
                restrictions stipulated in Section 11.1 herein shall not apply with
                respect to Mr. Sarbu’s activities within CME Group or related to any
                member of the CME Group and shall be applicable solely with respect
                to the
                territory of the Czech Republic and/or the Slovak Republic or to
                the
                matters concerning such territory.

            


    

     

    
      	
              12

            	
              INTELLECTUAL
                PROPERTY

            


    

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    


    
      	
              12.1

            	
              Mr.
                Sarbu shall, on the basis of a written agreement and, as the case
                may be,
                any other acts whether vis-à-vis the Company or a relevant authority, as
                may be required under relevant legal regulations, transfer and assign
                to
                the Company any and all Intellectual Property Rights (as defined
                below) or
                the right of exercise thereof to the full possible extent permitted
                under
                (i) Act No. 121/2000 Coll., the Copyright Act (the “Copyright
                Act”);
                and/or (ii) any other laws of any jurisdiction applicable to the
                respective Intellectual Property Right, immediately after the respective
                Intellectual Property Right has arisen on the side of Mr. Sarbu,
                however
                no later than within 30 days thereafter. Within such period of time,
                Mr.
                Sarbu shall prepare and execute the license agreement and/or any
                other
                relevant agreement on the assignment of the Intellectual Property
                Right or
                any other relevant agreements (the “License”)
                and any other instruments and do such other acts and things as may
                be
                necessary or desirable (at the request and expense of the Company)
                to
                enable the Company (or its nominee) (i) to obtain the respective
                Intellectual Property Right in such parts of the world as may be
                specified
                by the Company (or its nominee); and (ii) to enable the Company to
                exploit
                such Intellectual Property Right vested in it to the best advantage.
                The
                License shall specify the respective Intellectual Property Right
                and the
                assignment thereof to the Company to the full extent as set forth
                under
                this Section 12.1, effective as of the date of the execution of the
                License. No compensation shall be provided by the Company to Mr.
                Sarbu for
                the assignment of any Intellectual Property Right and shall be considered
                as part of Annual Remuneration for the year in which the Parties
                executed
                the respective License.

            


    

     

    
      	
              12.2

            	
              Mr.
                Sarbu shall inform the Company of all and full particulars of any
                Intellectual Property Right in any work or performance or thing created
                by
                Mr. Sarbu, immediately after the respective Intellectual Property
                Right
                has arisen on the side of Mr. Sarbu, however no later than within
                3 days
                thereafter. Mr. Sarbu shall not use, assign, purport to assign or
                disclose
                to any person or exploit any Intellectual Property Right without
                the prior
                written consent of the Company. 

            


    

     

    
      	
              12.3

            	
              “Intellectual
                Property Right”
                shall mean any copyright or any other intellectual property right
                with
                respect to any performance, work or another product or any part thereof
                or
                any patent right, trademark right, industrial design right or any
                other
                intangible industrial right or any other intellectual property right
                of
                any nature whatsoever throughout the world (whether registered or
                unregistered and including all applications and rights to apply for
                the
                same), which:

            


    

     

    
      	 	
              12.3.1

            	
              relates
                to the business or any product or service of the Company; and

            


    

     

    
      	 	
              12.3.2

            	
              is
                invented, developed, created or acquired by Mr. Sarbu (whether alone
                or
                jointly with any other person) during the term of his office of the
                Director hereunder within the performance by him of his obligations
                arising under the office of the Director hereunder or in connection
                herewith.

            


    

     

    
      	
              13

            	
              DATA
                PROTECTION

            


    

     

    
      	
              13.1

            	
              Mr.
                Sarbu acknowledges and explicitly agrees that the Company will hold
                and
                process personal and sensitive data relating to Mr. Sarbu within
                the
                meaning of Act No. 101/2000 Coll., as amended, on Protection of Personal
                Data (the “Data”)
                for personnel administration and management purposes within the period
                of
                (i) the duration of this Contract; and (ii) to the extent required
                by law,
                also after the termination hereof. The Data shall include, in particular,
                Mr. Sarbu’s full name, address, date of birth, birth number,
                identification card and passport numbers, references, bank details,
                performance appraisals, work, holiday and sickness records, next
                of kin,
                remuneration reviews, remuneration details and other records (which
                may,
                where necessary, include sensitive data relating to health and data
                held
                for equal opportunities purposes). 

            


    

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    


    
      	
              13.2

            	
              By
                signing this Contract, Mr. Sarbu agrees that the Company may process
                any
                Data for the above purposes and may, when necessary for those purposes,
                make such Data or any part thereof available to its advisers, to
                third
                parties providing products and/or services to the Company and as
                required
                by law.

            


    

     

    
      	
              14

            	
              GENERAL

            


    

     

    
      	
              14.1

            	
              The
                Parties hereto acknowledge and confirm to each other that this Contract
                constitutes the whole and only agreement between the Company and
                Mr. Sarbu
                relating to the subject matter hereof, including any performance
                of any
                work or duties of Mr. Sarbu for the Company, and they hereby agree
                that
                this Contract shall supersede all previous contracts, agreements,
                proposals, both oral and written, negotiations, presentations,
                commitments, writings and all other communications between the Company
                and
                Mr. Sarbu, including all agreements on individual and remuneration
                conditions, and they represent and warrant to each other that there
                are no
                unsettled claims and/or obligations arising in connection with the
                foregoing as of the date hereof.

            


    

     

    
      	
              14.2

            	
              Should
                any of the provisions of this Contract be or become invalid or
                unenforceable, such invalidity or unenforceability shall not impair
                the
                validity or enforceability of other provisions of this Contract to
                the
                extent permitted by relevant laws. Should this be the case, the Parties
                undertake to replace such invalid or unenforceable provision by a
                new one,
                which shall be valid, enforceable and shall, in accordance with relevant
                laws, comply best with the significance and effect of the original
                provision.

            


    

     

    
      	
              14.3

            	
              The
                Contract may be changed or modified only by written amendments duly
                executed by both Parties hereto.

            


    

     

    
      	
              14.5

            	
              The
                Contract can be terminated only as stipulated in Section 9 above.
                

            


    

     

    
      	
              14.6

            	
              The
                Contract has been executed in two counterparts in English language.
                Each
                of the Parties shall obtain one counterpart of the Contract and both
                counterparts shall be valid as
                originals.

            


    

     

    
      	
              14.7

            	
              The
                Contract shall come into force and effect as of the date on which
                it is
                signed by both Parties and approved by the General Meeting of the
                Company.
                The Company shall use its best efforts to ensure that the approval
                of the
                General Meeting of the Company is granted without undue delay, however,
                no
                later than within 3 weeks from the execution
                hereof.

            


    

     

    
      	
              14.8

            	
              This
                Contract shall be governed by and construed in accordance with Czech
                law.

            


    

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    


    THE
      COMPANY AND MR. SARBU AGREE TO THE TERMS SET OUT ABOVE IN WITNESS WHEREOF THEY
      SIGNED THE CONTRACT AS FOLLOWS:

     

     

    In
      Prague, on August 1, 2006 

     

     

    
      
        	
                For
                  CET 21 spol. s r.o.:

              	 	
                Adrian
                  Sarbu

              
	 	 	 	 
	 	 	 	 
	
                By:

              	 	
                 /s/
                  Petr Dvořák

              	 	
                /s/Adrian
                  Sarbu

              
	
                Name: 
                  

              	
                Petr
                  Dvořák

              	 	 
	
                Title:
                  

              	
                Executive
                  Director

              	 	 
	 	 	 	 
	 	 	 	 
	
                By:
                  

              	 	
                /s/
                  Milan Cimirot

              	 	 
	
                Name:  
                  

              	
                Milan
                  Cimirot

              	 	 
	
                Title:
                  

              	
                Executive
                  Director

              	 	 


      

    

     

     

    11