Exhibit 10.53


    
      

    

    


    PLEDGE
      OF SHARES

    


    


    On
      the
      twenty-first day of July

    two
      thousand six, appearing before me, 

    Arnout
      Christiaan Stroeve, a civil-law notary in Amsterdam, are: 

    
      
        	
                I.

              	
                Geraldine
                  Kyoko Tollenaar, employed at the offices of Houthoff Buruma N.V.,
                  Amsterdam with address 1082 MA Amsterdam, Gustav Mahlerplein 50,
                  born in
                  Amstelveen on the seventh day of June nineteen hundred seventy-nine,
                  holder of passport with number NG0134944,


              


      

      in
        the
        present matter acting pursuant to a written power of attorney from:


      
        	 	
                a.

              	
                Central
                  European Media Enterprises N.V.,
                  a
                  public limited liability company (naamloze
                  vennootschap)
                  under the laws of the Netherlands Antilles, having its registered
                  offices
                  in Curaçao, Netherlands Antilles, and its office address at De Ruyterkade
                  62, Curaçao, Netherlands Antilles 

              


      

      (hereinafter:
        the "Pledgor");
        

      
        	 	
                b.

              	
                CME
                  Media Enterprises B.V.,
                  a
                  private company with limited liability (besloten
                  vennootschap met beperkte aansprakelijkheid)
                  under the laws of the Netherlands, having its registered offices
                  in
                  Amsterdam, the Netherlands and its office address at Dam 5 B, 1012JS
                  Amsterdam, the Netherlands, and registered with the Trade Register
                  under
                  number 33246826

              


      

      (hereinafter:
        the "Company");
        

      
        	
                II.

              	
                Martinus
                  van Soest, employed at the offices of Houthoff Buruma N.V., Amsterdam
                  with
                  address 1082 MA Amsterdam, Gustav Mahlerplein 50, born in Heteren
                  on the
                  second day of May nineteen hundred and seventy-three, holder of
                  passport
                  with number NK4775097, 

              


      

      European
        Bank for Reconstruction and Development,
        a
        multilateral development bank established pursuant to an international treaty,
        the Agreement Establishing the European Bank of Reconstruction and Development,
        dated the twenty-ninth day of May nineteen hundred ninety, having its business
        offices at One Exchange Square, London EC2A 2JN, United Kingdom 

      (hereinafter:
        the "Pledgee").

      Powers
        of attorney 

      The
        authorization of the person appearing is evidenced by three (3) powers of
        attorney which shall be attached to this deed (Annex
        I).
        

      The
        person appearing has declared: 

      The
        Pledgor and the Pledgee have agreed as follows: 

      Whereas:
        

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      	
              a.

            	
              pursuant
                to
                the Loan
                Agreement,
                as defined hereafter, the Pledgor has assumed the obligation to provide
                security to the Pledgee, in the form of a right of
                pledge;

            


    

    
      	
              b.

            	
              in
                complying with the aforementioned obligation
                in
                the Loan Agreement,
                the Pledgor and the Pledgee wish to hereby establish a right
                of pledge in respect of the Shares, as defined hereafter, under the
                following terms.
                

            


    

    Definitions.
      

    Article
      1. 

    In
      this
      deed, the following words shall have the following meaning: 

    
      	
              a.

            	
              an
                "Event
                of Default":
                each "Event
                of Default"
                as defined in article 7
                of the Loan Agreement,
                as well as, insofar as not included in that definition, each Event
                of Statutory
                Default; 

            


    

    
      	
              b.

            	
              "Event
                of Statutory Default":
                means each event where the Pledgor is in default ("verzuim"), as
                defined
                in Section 6:81 of the Dutch Civil Code, in the performance of one
                or more
                of the Secured Obligations; 

            


    

    
      	
              c.

            	
              "Existing
                Right of Pledge":
                means a
                right of pledge on the Shares (as defined hereinafter) created
                in favor of the Security Trustee, on
                the fifth day of May two thousand five, pursuant
                to the Indenture; 

            


    

    
      	
              d.

            	
              “Financing
                Agreements”
                shall have the meaning ascribed to it in the Loan Agreement;

            


    

    
      	
              e.

            	
              "Future
                Shares":
                means any and all future shares
                in the capital of the Company to be acquired (either through issue,
                purchase, distribution or otherwise) by the Pledgor after the date
                of this
                deed; 

            


    

    
      	
              f.

            	
              the
                "Indenture":
                the indenture dated
                the fifth day of May two thousand five between
                inter alia the Pledgor
                and the Security
                Trustee;
                

            


    

    
      	
              g.

            	
              "Loan
                Agreement":
                means the loan agreement dated the twenty-first day of July two thousand
                six
                between Central European Media Enterprises Ltd., as borrower and
                the
                Pledgee, as lender; 

            


    

    
      	
              h.

            	
              the
                "Present
                Shares":
                one hundred and ninety-nine thousand nine hundred and ninety-nine
                (199,999) ordinary shares in the capital of the Company owned by
                the
                Pledgor, with numbers 1 through 199,997, 199,999 and 200,000, each
                share
                having a nominal value of one Netherlands Guilder (NLG 1) or (converted
                into euro in accordance with section 2:178c of the Dutch Civil Code)
                forty-five eurocent; 

            


    

    
      	
              i.

            	
              the
                "Right
                of Pledge":
                the right of pledge in respect of the Shares established in this
                deed;
                

            


    

    
      	
              j.

            	
              the
                "Secured
                Obligations":
                any and all present and future obligations and liabilities (whether
                actual
                or contingent and whether owed jointly or severally or in any other
                capacity whatsoever) of each of the Pledgor
                the Company and
                Central European Media Enterprises Ltd to
                pay an amount of money (tot
                voldoening van een geldsom)
                to
                the Pledgee under the Financing
                Agreements,
                each as amended from time to time, as well as all payment obligations
                of
                the Pledgor to the Pledgee under this deed;


            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      	
              k.

            	
              “Security
                Trustee”
                means
                JPMorgan Chase Bank, N.A., London Branch, a national banking association
                organized under the laws of the State of New York, having its specified
                office at Trinity Tower, 9 Thomas More Street, London E1W 1YT, United
                Kingdom; 

            


    

    
      	
              l.

            	
              the
                “Shares”
                means, collectively, the Present Shares and the Future Shares;
                

            


    

    
      	
              m.

            	
              “Voting
                Event”
                means
                an
                Event of Statutory Default has occurred of which the Pledgee has
                given
                notice to the Pledgor and the Company.
                

            


    

    Pledge
      of shares. 

    Article
      2. 

    To
      secure
      the performance of the Secured Obligations, the Pledgor hereby establishes
      the
      Right of Pledge in favor of the Pledgee, which the Pledgee hereby accepts.
      The
      Right of Pledge is one and indivisible (één
      en ondeelbaar).
      The
      Right of Pledge shall not be affected by one or more but not all of the Secured
      Obligations being discharged or the Secured Obligations being amended. The
      Right
      of Pledge includes a right of pledge over all accessory rights (afhankelijke
      rechten)
      and all
      ancillary rights (nevenrechten)
      attached
      to the Shares. 

    Voting
      rights. 

    Article
      3. 

    
      	
              1.

            	
              The
                voting and other consensual rights and similar rights or powers
                attaching
                to the Shares or any part thereof (the “Voting
                Rights”)
                are hereby transferred by the Pledgor to the Pledgee under the condition
                precedent (opschortende
                voorwaarde)
                of (i) the occurrence of a Voting Event and (ii) the termination
                and/or
                release of the Existing Right of Pledge. This conditional transfer
                of
                Voting Rights was approved by the shareholders meeting of the Company
                in a
                written resolution adopted outside of a general meeting on the twentieth
                day of July two thousand six. Until the occurrence of a Voting Event
                and
                subject to the termination and/or release of the Existing Right of
                Pledge,
                the Pledgor may exercise any and all such Voting Rights, save:
                

            


    

    
      	 	
              a.

            	
              that
                no such exercise may violate or be inconsistent with the express
                terms of purpose of this deed, the Indenture and/or the Loan Agreement;
                

            


    

    
      	 	
              b.

            	
              that
                no such exercise may have the effect of impairing the position or
                interests of the Pledgee; and 

            


    

    
      	 	
              c.

            	
              as
                set out in Article 3.2 below. 

            


    

    
      	
              2.

            	
              Upon
                the occurrence of a Voting Event: 

            


    

    
      	 	
              a.

            	
              any
                and all rights of the Pledgor to exercise the Voting Rights which
                it is
                entitled to exercise pursuant to Article 3.1 above shall cease
                automatically without further notice to the Pledgor being required
                and the
                Pledgee shall have the sole and exclusive right and authority to
                exercise
                such Voting Rights and shall be entitled to exercise or refrain
                from exercising such rights in such manner as the Pledgee may in
                its
                absolute discretion deem fit; and


            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      	 	
              b.

            	
              the
                Pledgee shall immediately be entitled, at any time at its sole discretion,
                to effect the resignation of and/or to dismiss the directors of the
                Company or any of them, and to appoint new directors of the Company
                and
                the Pledgor hereby undertakes to do all things and execute all documents
                and instruments as may be required by the Pledgee to ensure the
                effectiveness of any such resignations, dismissals or appointments.
                

            


    

    
      	
              3.

            	
              By
                signing this deed, the Company confirms (and the other parties
                agree) that a written notice from the Pledgee to the Company stating
                that
                a Voting Event has occurred, shall be sufficient for the Company
                to accept
                the Pledgee as being exclusively entitled to such rights and other
                powers
                which it is entitled to exercise pursuant to this Article 3 upon
                the
                occurrence of such a Voting Event and subject to the termination
                and/or
                release of the Existing Right of Pledge.


            


    

    
      	
              4.

            	
              In
                addition and without prejudice to the obligations of the Pledgor
                pursuant
                to the Loan
                Agreement,
                each of the Pledgor and the Company agrees to notify the Pledgee
                immediately of any event or circumstance which could reasonably be
                of
                importance to the Pledgee with a view to the preservation and exercise
                of
                the Pledgee’s rights under or pursuant to this deed, such as (without
                limitation) the filing of a petition for the bankruptcy (faillissement)
                of the Pledgor, the filing of a petition for a moratorium of payments
                (surséance
                van betaling)
                by the Pledgor, attachment or garnishment of the Pledgor’s assets, the
                termination of any one of the Pledgor’s commercial activities or its
                dissolution. 

            


    

    
      	
              5.

            	
              Upon
                the occurrence of a Voting Event and subject to the termination and/or
                release of the Existing Right of Pledge, the Pledgee shall have the
                rights
                which the law attributes to holders of depositary receipts, issued
                with a
                company's co-operation, of shares in its capital.
                

            


    

    
      	
              6.

            	
              During
                the term of the Right of Pledge, the foregoing provisions of this
                Article
                3 with respect to the Voting Rights on the Shares also apply to the
                Future
                Shares. In addition, the Pledgor and the Pledgee shall, if reasonably
                practicable, at the time of or, if not practicable at such time,
                as soon
                as reasonably practicable, the acquisition of such Future Shares,
                arrange
                that the attribution of the voting rights attaching thereto shall
                be
                ratified if that is reasonably deemed necessary, in the Pledgee's
                sole
                discretion, to enable the Pledgee to exercise such voting rights
                upon the
                occurrence of the condition precedent as provided in Article 3.1
                of this
                deed. If such ratification is, at the Pledgee's sole discretion,
                not
                obtained in time, the Pledgor shall fully co-operate in the taking
                of such
                other reasonable measures relating to such transfer of voting rights
                as
                are proposed by the Pledgee. 

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Authority
      to collect. 

    Article
      4. 

    
      	
              1.

            	
              The
                authority to collect dividends, distributions from reserves, repayments
                of
                capital and all other distributions and payments in any form, which,
                at
                any time, during the term of the Right of Pledge, become payable
                in
                respect of any one or more of the Shares, shall accrue to the Pledgee,
                as
                provided for in Section 3:246 of the Dutch Civil Code, subject to
                the
                termination and/or release of the Existing Right of Pledge.
                

            


    

    
      	
              2.

            	
              In
                derogation of the provisions of paragraph 1 of this Article 4, the
                Pledgee
                hereby grants approval to the Pledgor to collect all dividends,
                distributions from reserves, repayments of capital and all other
                distributions and payments in any form, which, at any time, during
                the
                term of the Right of Pledge, become payable on any one or more of
                the
                Shares, subject to the termination and/or release of the Existing
                Right of
                Pledge. 

            


    

    
      	
              3.

            	
              The
                Pledgee may terminate the authorization mentioned in paragraph 2
                of this
                Article 4 upon occurrence of an Event of Default only. Termination
                of the
                authorization is made by written statement to that effect, by the
                Pledgee
                to the Pledgor, copied to the Company.


            


    

    Further
      obligations of the Pledgor. 

    Article
      5. 

    The
      Pledgor assumes the following obligations vis-à-vis the Pledgee: 

    
      	
              a.

            	
              on
                first demand in writing from the Pledgee, the Pledgor shall take
                all
                actions, and draw up and sign all supplementary documents as the
                Pledgee
                may consider necessary or desirable for the performance of the Pledgor's
                obligations under this deed, and to fully cooperate so as to enable
                the
                Pledgee to exercise his rights, with due regard to the relevant provisions
                of the Existing Right of Pledge; 

            


    

    
      	
              b.

            	
              the
                Pledgor shall, on first demand from the Pledgee, submit to the Pledgee
                all
                requested reasonable information and data with respect to the Shares;
                

            


    

    
      	
              c.

            	
              during
                the term of the Right of Pledge, the Pledgor shall not alienate,
                pledge or
                in any other way encumber the Shares (depositary receipts for) shares
                and
                rights to acquire (depository receipts for) shares in the capital
                of the
                Company without the prior written consent of the Pledgee except for
                an
                encumbrance permitted
                in
                accordance with the
                provisions
                of
                the Loan
                Agreement;
                

            


    

    
      	
              d.

            	
              the
                Pledgor shall with due regard to the relevant provisions of the Existing
                Right of Pledge provide that the (depositary receipts for) shares
                and
                rights to acquire (depositary receipts for) shares in the capital
                of the
                Company it acquires after execution of this deed shall be pledgeable,
                and
                that the transferability thereof shall not be more cumbersome than
                the
                transferability of the Shares;

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      	
              e.

            	
              whenever
                the Pledgor is aware that the Company is involved in the preparation
                of a
                legal merger or demerger as a result of which the Company would cease
                to
                exist, the Pledgor shall inform the Pledgee thereof in writing
                immediately;

            


    

    
      	
              f.

            	
              whenever
                the Pledgor is aware that actions have been taken for the winding-up,
                dissolution, administration, bankruptcy, suspension of payments or
                reorganization of the Company, the Pledgor shall inform the Pledgee
                thereof in writing immediately. 

            


    

    Warranties.
      Declarations. 

    Article
      6. 

    
      	
              1.

            	
              The
                Pledgor warrants to the Pledgee that, at this time, the following
                is
                correct: 

            


    

    
      	 	
              a.

            	
              the
                Company is a private company with limited liability, legally established
                under the laws of the Netherlands by notarial deed, drawn up before
                H. van
                Wilsum, civil law notary officiating in Amsterdam, on the third day
                of
                August nineteen hundred and ninety-four. The articles of association
                of
                the Company were last partially amended by deed executed before a
                substitute of M.P. Bongard, officiating in Amsterdam, on the on the
                thirty-first day of May nineteen hundred and ninety-eight. A copy
                of the
                present articles of association is attached to this deed (Annex
                II).
                The Company is currently registered in the Commercial Register in
                Amsterdam, under number 33246826. A copy of the extract from the
                Commercial Register is attached to this deed (Annex
                III);
                

            


    

    
      	 	
              b.

            	
              the
                Company has not been dissolved, and no resolution has been adopted
                to
                dissolve the Company, nor has any request therefore been filed, nor
                has
                any notice by the Chamber of Commerce, as described in Section 2:19.a.
                of
                the Dutch Civil Code, been received. The Company has not been declared
                bankrupt nor has a suspension of payment been declared, nor have
                any
                requests thereto been filed; 

            


    

    
      	 	
              c.

            	
              the
                shareholders' register is completely accurate and up to date. A copy
                of
                the shareholders' register is attached to this deed (Annex
                IV);
                

            


    

    
      	 	
              d.

            	
              the
                entire issued share capital of the Company consists of two hundred
                thousand (200,000) ordinary shares, numbered 1 through 200,000; all
                of the
                issued shares are fully paid-up; the Company has not granted any
                rights to
                subscribe for shares in its capital which have not yet been exercised;
                

            


    

    
      	 	
              e.

            	
              the
                Pledgor has a complete and unencumbered right to the Shares, with
                the
                exception of the Existing Right of Pledge;


            


    

    
      	 	
              f.

            	
              the
                Pledgor has not been deprived of the authority to alienate the Shares
                by
                virtue of Section 2:22a subsection 1 of the Dutch Civil Code;
                

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      	 	
              g.

            	
              the
                Shares are not subject to either (limited) rights or obligations
                to
                transfer to third parties or claims based on contracts of any nature
                and
                have not been encumbered with any attachment, except for the Existing
                Right of Pledge; 

            


    

    
      	 	
              h.

            	
              the
                Pledgor is authorized to establish the Right of Pledge;
                

            


    

    
      	 	
              i.

            	
              all
                resolutions and approvals, required for establishing the Right of
                Pledge,
                have been adopted and received respectively;


            


    

    
      	 	
              j.

            	
              the
                obligations of the Pledgor and the Company vis-à-vis the Pledgee,
                resulting from the Loan Agreement and this deed respectively, are
                lawful
                obligations of the Pledgor and the Company respectively and are legally
                enforceable against the Pledgor and the Company respectively;
                

            


    

    
      	 	
              k.

            	
              the
                assumption and performance by the Pledgor and the Company respectively
                of
                the obligations vis-à-vis the Pledgee resulting from the Loan Agreement
                and this deed are not contrary to any provision of applicable law
                or any
                agreement to which the Pledgor or the Company is a party, or by which
                the
                Pledgor or the Company is bound in any other way; and
                

            


    

    
      	 	
              l.

            	
              the
                Pledgor has provided the Pledgee with all information and data with
                respect to the Shares which the Pledgor reasonably believes to be
                of
                importance to the Pledgee; 

            


    

    
      	
              2.

            	
              Furthermore,
                the Pledgor hereby declares: 

            


    

    the
      Pledgor has acquired the Shares as follows: 

    
      	 	
              -

            	
              as
                for the numbers 1 through 199,997 pursuant to a notarial deed of
                transfer
                of shares, executed before H. van Wilsum, mentioned above, on the
                nineteenth day of September nineteen hundred ninety-four, and
                

            


    

    
      	 	
              -

            	
              as
                for the numbers 199,999 and 200,000 pursuant to a notarial deed of
                issuance of shares, issued before H. van Wilsum, mentioned above,
                on the
                sixteenth day of December nineteen hundred ninety-six.
                

            


    

    Exercise
      of the Right of Pledge. 

    Article
      7. 

    
      	
              1.

            	
              Upon
                the occurrence of an Event of Statutory Default, the Pledgee has,
                with due
                regard to the relevant provisions of the Existing Right of Pledge,
                the
                right to exercise all rights and powers which the Pledgee has under
                Dutch
                law as holder of a right of pledge over the Shares and, the Pledgee
                shall
                be authorized to sell the Shares or part thereof, in accordance with
                Section 3:248 of the Dutch Civil Code, without prejudice to the provision
                of Section 3:251 of the Dutch Civil Code, in order to recover the
                proceeds
                thereof. 

            


    

    
      	
              2.

            	
              The
                blocking clause contained in the articles of association of the Company
                shall apply to the transfer of the Shares by the Pledgee, it being
                understood that the Pledgee shall, with due regard to the relevant
                provisions of the Existing Right of Pledge, exercise all of the Pledgor's
                rights relevant to the alienation and transfer of the Shares, and
                that the
                Pledgee shall fulfill the Pledgor's obligations relevant thereto.
                

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      	
              3.

            	
              In
                the event the Pledgee enforces execution of the Right of Pledge,
                the
                Pledgee shall, with due regard to the relevant provisions of the
                Existing
                Right of Pledge, following payment of the enforcement costs from
                the
                proceeds, allocate the net proceeds to fulfill the Secured Obligations.
                

            


    

    
      	
              4.

            	
              The
                Pledgee does not bear the obligations referred to in Sections 3:249
                and
                3:252 of the Dutch Civil Code towards others than the Pledgor.
                

            


    

    Termination.
      

    Article
      8. 

    
      	
              1.

            	
              The
                Right of Pledge shall terminate if and when (a) any and all Secured
                Obligations have been irrevocably and unconditionally
                fulfilled, or (b) any and all Secured Obligations have been otherwise
                terminated or cancelled. 

            


    

    
      	
              2.

            	
              The
                Pledgee shall be entitled to terminate the Right of Pledge in whole
                or in
                part at any time. Termination shall be effectuated by a written
                notification to that effect by the Pledgee to the Pledgor with copy
                to the
                Company. 

            


    

    Final
      provisions. 

    Article
      9. 

    
      	
              1.

            	
              Any
                notices or other communication under or in connection with this Pledge
                Agreement shall be in writing in the English language and shall be
                delivered personally or by registered mail or fax. Proof of posting
                shall
                be deemed to be proof of receipt: 

            


    

    
      	 	
              (i)

            	
              in
                the case of hand delivery: on the day the notice is received by
                recipient;

            


    

    
      	 	
              (ii)

            	
              in
                the case of a registered letter: on the third business day after
                posting;
                or 

            


    

    
      	 	
              (iii)

            	
              in
                the case of a fax transmission: upon receipt of fax confirmation.
                

            


    

    Notices
      and other communications under this Pledge Agreement may in each case be sent
      to
      the following address of the parties hereto: 

    Address
      Pledgor: 

    Central
      European Media Enterprises N.V. 

    c/o
      Curaçao Corporation Company N.V. 

    De
      Ruyterkade 62, 

    Curaçao,
      Netherlands Antilles 

    with
      a
      copy to: 

    CME
      Development Corporation 

    2nd
      floor,
      Aldwych House 

    81
      Aldwych 

    London
      WC2B 4HN 

    United
      Kingdom 

    Attention:
      Chief Financial Officer 


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Address
      Pledgee:
      

    European
      Bank of Reconstruction and Development 

    One
      Exchange Square 

    London
      EC2A 2JN 

    United
      Kingdom 

    Attention:
      Operation Administration Unit 

    Address
      of the Company:
      

    CME
      Media
      Enterprises B.V. 

    Dam
      5 B


    1012JS
      Amsterdam 

    the
      Netherlands 

    Attention:
      Management Board

    with
      a
      copy to: 

    CME
      Development Corporation 

    2nd
      floor,
      Aldwych House 

    81
      Aldwych 

    London
      WC2B 4HN 

    United
      Kingdom 

    Attention:
      Chief Financial Officer 

    or
      such
      other address or fax number as notified by the relevant party by not less than
      five business days prior notice. 

    
      	
              2.

            	
              As
                to the existence and composition of the Secured Obligations, a written
                statement by the Pledgee made in accordance with his books shall
                constitute full proof, subject to proof to the contrary, it being
                understood that in the event of a disagreement with respect thereto,
                the
                Pledgee shall be authorized to exercise his right of execution, with
                due
                observance of the obligation of the Pledgee to pay over all amounts
                which
                afterwards would appear to be received by him in excess of his rights
                and
                with due regard to the relevant provision of the Existing Right of
                Pledge.
                

            


    

    
      	
              3.

            	
              The
                Right of Pledge, including all provisions of this deed, shall be
                governed
                by the laws of the Netherlands. 

            


    

    
      	
              4.

            	
              Any
                dispute, controversy or claim arising out of or relating to this
                deed, or
                the breach, termination or invalidity hereof, shall be settled by
                arbitration in accordance with the UNCITRAL Arbitration Rules as
                at
                present in force. There shall be one arbitrator and the appointing
                authority shall be LCIA. The seat and place of arbitration shall
                be
                London, England and the English language shall be used throughout
                the
                arbitral proceedings. The parties to this deed hereby waive any rights
                under the Arbitration Act 1996 or otherwise to appeal any arbitration
                award to, or to seek determination of a preliminary point of law
                by, the
                courts of England. The arbitral tribunal shall not be authorised
                to take
                or provide, and the Pledgor and the Company agree that they shall
                not seek
                from any judicial authority, any interim measures of protection or
                pre-award relief against the Pledgee, any provisions of the UNCITRAL
                Arbitration Rules notwithstanding. The arbitral tribunal shall have
                authority to consider and include in any proceeding, decision or
                award any
                further dispute properly brought before it by the Pledgee (but no
                other
                party) insofar as such dispute arises out of this deed or any other
                Financing Agreement, but, subject to the foregoing, no other parties
                or
                other disputes shall be included in, or consolidated with, the arbitral
                proceedings. In any arbitral proceeding, the certificate of the Pledgee
                as
                to any amount due to the Pledgee under this deed or any Financing
                Agreement shall be prima
                facie
                evidence of such amount unless the findings in such certificate involve
                manifest error.

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      	
              5.

            	
              Notwithstanding
                Article 9.4, this deed and any other Financing Agreement, and any
                rights
                of the Pledgee arising out of or relating to this deed or any other
                Financing Agreement, may, at the option of the Pledgee, be enforced
                by the
                Pledgee in the courts of the Netherlands, the Netherlands Antilles
                or
                England or in any other courts having jurisdiction. For the benefit
                of the
                Pledgee, the Pledgor and the Company hereby irrevocably submit to
                the
                non-exclusive jurisdiction of the courts of England with respect
                to any
                dispute, controversy or claim arising out of or relating to this
                deed or
                any other Financing Agreement, or the breach, termination or invalidity
                hereof or thereof. Each of the Pledgor and the Company hereby irrevocably
                designate, appoint and empower CME Development Corp. at its registered
                office (being, on the date hereof, at Aldwych House, 81 Aldwych,
                London
                WC2B 4HN, England) to act as its authorised agent to receive service
                of
                process and any other legal summons in England for purposes of any
                legal
                action or proceeding brought by the Pledgee in respect of this deed
                or any
                Financing Agreement. The Pledgor and the Company hereby irrevocably
                consent to the service of process or any other legal summons out
                of such
                courts by mailing copies thereof by registered airmail postage prepaid
                to
                its address specified herein. The Pledgor and the Company covenant
                and
                agree that, so long as they have any obligations under this deed,
                they
                shall maintain a duly appointed agent to receive service of process
                and
                any other legal summons in England for purposes of any legal action
                or
                proceeding brought by the Pledgee in respect of this deed or any
                Financing
                Agreement and shall keep the Pledgee advised of the identity and
                location
                of such agent. Nothing herein shall affect the right of the Pledgee
                to
                commence legal actions or proceedings against the Pledgor and the
                Company
                in any manner authorised by the laws of any relevant jurisdiction.
                The
                commencement by the Pledgee of legal actions or proceedings in one
                or more
                jurisdictions shall not preclude the Pledgee from commencing legal
                actions
                or proceedings in any other jurisdiction, whether concurrently or
                not. The
                Pledgor and the Company irrevocably waive any objection they may
                now or
                hereafter have on any grounds whatsoever to the laying of venue of
                any
                legal action or proceeding and any claim they may now or hereafter
                have
                that any such legal action or proceeding has been brought in an
                inconvenient forum.

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      	
              6.

            	
              The
                Pledgor and the Company agree to the provisions of Article 9.4, 9.5
                and
                9.6 solely because the counterparty to this deed as at the date hereof
                is
                the Pledgee. 

            


    

    
      	
              7.

            	
              For
                the avoidance of doubt, no provision in Articles 9.4, 9.5 and 9.6,
                can be
                interpreted as being a provision as referred to in article 3:248
                paragraph
                2 of the Dutch Civil Code. 

            


    

    
      	
              8.

            	
              If
                a provision of this deed is or becomes illegal, invalid or unenforceable
                in any jurisdiction, that shall not affect the legality, validity
                or
                enforceability of any other provision of this deed and the legality,
                validity or enforceability in other jurisdictions of that or any
                other
                provision of this deed. 

            


    

    
      	
              9.

            	
              All
                costs, fees, taxes and other amounts (including notarial fees, taxes,
                legal fees, registration fees, translation costs, stamp duties etc)
                reasonably incurred by the Pledgee in connection with the negotiation,
                creation or execution of any documentation in connection with the
                Right of
                Pledge and the enforcement of the Right of Pledge will be for the
                account
                of the Pledgor. 

            


    

    
      	
              10.

            	
              The
                Pledgor, the Company and the Pledgee hereby waive, to the fullest
                extent
                permitted by law, their right to rescind this deed pursuant to failure
                in
                the performance of one or more of their obligations as referred to
                in
                Section 6:265 of the Dutch Civil Code or on any other ground.
                

            


    

    
      	
              11.

            	
              The
                Pledgee shall not be obligated to give notice of a sale to someone
                other
                than to the Pledgor as referred to in the Sections 3:249 and 3:252
                of the
                Dutch Civil Code. 

            


    

    
      	
              12.

            	
              The
                Pledgee shall not be responsible for any loss occasioned by the timing
                of
                the exercise of its powers under this deed other than by virtue of
                its bad
                faith, gross negligence or willful misconduct. The Pledgor shall
                indemnify
                the Pledgee in respect of all liabilities and reasonable expenses
                incurred
                by the Pledgee, in the execution of any rights, powers or discretions
                vested in it pursuant hereto, save for liabilities and expenses arising
                from the bad faith, gross negligence or willful misconduct of the
                Pledgee.
                

            


    

    
      	
              13.

            	
              The
                Pledgor is not entitled to file a request with the voorzieningenrechter
                of
                the district court to sell the Shares in a manner which deviates
                from the
                sale in public as referred to in Section 3:251 paragraph 1 of the
                Dutch
                Civil Code. 

            


    

    FINALLY,
      THE COMPANY HAS DECLARED: 

    
      	
              a.

            	
              that
                it acknowledges the Right of Pledge;


            


    

    
      	
              b.

            	
              that
                it has been informed of the provisions under which the Right of Pledge
                is
                established, and fully cooperates with the implementation thereof;
                

            


    

    
      	
              c.

            	
              that
                no facts or circumstances are known to the Company, which in any
                way are
                inconsistent with the warranties and declarations of the Pledgor
                stated in
                this deed; 

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      	
              d.

            	
              it
                shall register in the Company's shareholders' register that the Shares
                are
                encumbered with a right of pledge in favor of the Pledgee, that,
                subject
                to the provisions of Article 3, the Pledgee has the Voting Rights
                and to
                whom, the Pledgor or the Pledgee, the rights accrue which the law
                attributes to holders of depositary receipts of shares in the capital
                of a
                company which are issued with its co-operation;


            


    

    
      	
              e.

            	
              that
                all resolutions and approvals required from the Company for establishing
                a
                right of pledge on the Shares by the Pledgor in favor of the Pledgee
                under
                the provisions contained in this deed, have been adopted and received
                respectively; 

            


    

    
      	
              f.

            	
              that
                it is a private company with limited liability (besloten
                venootschap met beperkte aansprakelijkheid),
                duly incorporated and validly existing under the laws of the Netherlands
                and is registered in the Trade Register under number 33246826 and
                that the
                information contained in the Trade Register is correct and complete;
                

            


    

    
      	
              g.

            	
              that
                the Company has not been dissolved, nor has a resolution to dissolve
                the
                Company been approved nor has a petition been filed to dissolve the
                Company, nor has a notice from the Chamber of Commerce pursuant to
                Section
                2:19a paragraph 3 of the Dutch Civil Code been received; and
                

            


    

    
      	
              h.

            	
              that
                the Company has not been declared bankrupt, nor has a suspension
                of
                payments, including any other types of regulations with similar legal
                consequences been granted, nor have any petitions thereto been filed
                nor
                are any such petitions expected. 

            


    

    CONCLUSION
      

    The
      persons appearing in connection with this deed are known to me, a civil-law
      notary, and the identity of the persons appearing has been established by me,
      a
      civil-law notary, on the basis of the above-mentioned documents which are
      designated for such purpose. 

    THIS
      DEED 

    is
      executed in Amsterdam on the date stated at the head of the deed. 

    The
      substance of this deed and an explanation of the deed have been communicated
      to
      the persons appearing, who have expressly taken cognizance of its contents
      and
      have agreed to its limited reading. 

    After
      a
      limited reading in accordance with the law, this deed was signed by the persons
      appearing and by me, a civil-law notary.