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                            Dated, February 21, 2000


                                 SHARE PURCHASE

                                A G R E E M E N T

                                     between

                 SBS Magyarorszagi Befektetesi Kft as purchaser

                                       and

                                 CME Hungary BV
                             as selling shareholder


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                          LIST OF ANNEXES AND SCHEDULES
                                     TO THE
                            SHARE PURCHASE AGREEMENT

Annex 1                 Closing Balance Sheet (Clause 2.2.2)
Annex 2                 Resolution of the Board of Directors of BK Rt
                        (Clause 3.2 (e))
Annex 3/a/b             Seller's certificate (Clause 5.3.2) and
                        Purchaser's Certificate (Clause 5.2.1)
Annex 4                 Purchaser's declaration (Clause 5.2.3)
Annex 5                 Letters of Assignment of CME Claims (Clause 3.1.d)
Annex 6                 List of equipment
Annex 7                 Copies of MKB Pledge Agreement and Hitelgarancia
                        Guarantee Agreements
Annex 8/a               IRISZ's withdrawal of the review proceeding
                        (Clause 3.2 a(i))
Annex 8/b               CME Companies Declaration(Clause 3.2.a(ii))8/c
Annex 8/c               CLT-UFA Companies'Declaration (Clause 3.1.e))
Annex 8/d               SBS Companies Declaration (Clause 3.3.d))
Annex 8/I.              CME Guarantee
Annex 8/II.             SBS Guarantee
Annex 9                 List of lawsuits (Schedule 1, 1.10.1)
Annex 10                List of employees (Schedule 1, 1.11.2)
Annex 11                Purchase Price Certificate (2.2.1)
Annex 12                List of Documents included in the Information
                        Binder
Annex 13                Escrow Agreement (Clause 3.1.(f))
Annex 14                Text of the Indemnification Letters for the
                        Directors of Bk Rt.

Schedule 1              Seller's warranties
Schedule 2              Purchaser's warranties
Schedule 3              Material contracts
Schedule 4              Insurance contract



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                            SHARE PURCHASE AGREEMENT


T H I S  A G R E E M E N T is made on February 21, 2000, BETWEEN:

(1)   SBS Magyarorszagi Befektetesi Kft , a limited liability company
registered in Hungary, whose registered office is located at
Budapest, Havas u. 6. H-1056("Purchaser" or "SBS Hungary");



(2) CME Hungary B.V., a limited liability company registered in The Netherlands,
whose registered office is located at Hoogoorddreef 9, 1101 BA Amsterdam
ZuidOost, the Netherlands ("Seller"), together with the Purchaser, the
"Parties".

and becomes effective on the date of successful completion of Closing.

WHEREAS:

      (A) Budapesti Kommunikacios Rt ("BK Rt") is a company organized and
existing under the laws of the Republic of Hungary. BK Rt is engaged in the
television broadcasting business.

      (B) The registered capital of BK Rt is HUF 165,127,140 consisting of
11,460, ordinary registered shares, each with a nominal value of HUF 14,409 (the
"Shares"). The Seller is the registered owner of 11,460 number of Shares,
comprising 100% of the registered capital of BK Rt

      (C) With the approval of the Board of Directors of BK Rt the Seller has
agreed to sell and the Purchaser has agreed to purchase 11,460 number of shares
of BK Rt held by the Seller ("Sale Shares"). Following the consummation of the
above transactions the Purchaser will hold 100% of the issued capital of BK Rt

IT IS AGREED as follows:

1.    INTERPRETATION

      In this Agreement, including its Schedules, unless the context otherwise
requires:

      1.1   Definitions

      "Affiliate" means, with regard to any person, any other person who,
      individually or as part of a "group" controls, is controlled by or is
      under common control with, such person;

      "Agreement" means this Share Purchase Agreement;

      "Closing" means the completion of the sale and purchase of the Sale
      Shares, pursuant to Clause 5, subject to the fulfillment of all conditions
      precedent to Closing as set forth in Clause 3;

      "Closing Date" means the date on which the Closing takes place
      pursuant to Clause 5.1;
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      "CLT-UFA" means CLT UFA SA, Luxembourg, a 49% shareholder of
      RTL Klub;

      "Confidential Information" has the meaning set forth in Clause
      7.3;

      "Company Act" means Act No CXLIV of 1997 on Business organizations,
      accepted by the Hungarian Parliament on December 9, 1997;

      "Competition Act" means Act No LVII of 1996 on the prohibition of unfair
      and restrictive market practices;

      "CME" means collectively CME Media Enterprises BV, CME Hungary BV, CME
      Development Corporation, CME Programming Services Inc. and CME Programming
      Services BV;

      "CME Programming Assets" means the programming agreements
      referred to in the Programming Assignment Agreement;

      "CME Guarantee" means the Deed of Guarantee to be entered into between the
      Seller's Parent Company and the Purchaser guaranteeing the Seller's
      performance pursuant to this Agreement;

      "CME Liabilities" means all liabilities that are payable to CME by BK Rt
      (whether for principal, or interest or otherwise) under any loan,
      management services and programming services agreement;

      "Deed of Foundation" means the May 31, 1999 amended and consolidated text
      of the Deed of Foundation of BK Rt;

      "Escrow Agent" means ING Bank, Budapest, Hungary;

      "Escrow Account" means the bank account of the Purchaser held
      with the Escrow Agent;

      "Grundy" means Grundy International Holdings No.1. B.V, a  17%
      shareholder of RTL Klub;

      "HUF" means Hungarian Forint, the lawful currency of the
      Republic of Hungary;

      "Hungary" means the Republic of Hungary and the territory of
      the Republic of Hungary as the case may be;

      "ING" means ING Bank Rt Budapest;

      "IRISZ Lawsuit" means the lawsuit initiated by IRISZ TV Rt in 1997
      against, ORTT, MTM-SBS Rt and Magyar RTL Klub, challenging the award of
      national licenses in the Television Tender;

      "IRISZ TV Rt" means Irisz TV Televizios Musorkeszito Rt, the wholly owned
      Hungarian subsidiary of CME Hungary BV, which was formed on April 1, 1997
      by a consortia led by CME Hungary BV for the purposes of submitting a bid
      in the Television Tender;

      "IRISZ TV Withdrawal" means the withdrawal of all legal claims asserted
      by IRISZ TV against ORTT, MTM-SBS Rt and Magyar RTL Rt in connection with
      the Television Tender ;
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      "Magyar RTL Rt" or "RTL Klub" means Magyar RTL Rt, a subsidiary of CLT-UFA
      SA, Luxembourg, which has been awarded a television license in the
      Television Tender, and which has been Defendant 3 in the IRISZ Lawsuit;

      "MTM" means MTM Kommunikacios Rt, a shareholder of TV2 with
      38.5% voting rights;

      "MTM-SBS Rt" or "TV2" means MTM-SBS Rt, an affiliate of the Purchaser
      which has been awarded a television license in the Television Tender, and
      which has been Defendant 2 in the IRISZ Lawsuit;

      "ORTT" means the National Radio and Television Council of Hungary, which
      has been Defendant 1 in the IRISZ Lawsuit;

      "Pearson" means Pearson Asia Pacific Limited, a 17% shareholder
      of RTL Klub;

      "Person" means an individual, partnership, corporation, company, trust,
      unincorporated organisation, or a government or agency or political
      sub-division thereof.

      "Programming  Assignment  Agreement"  means  an  agreement  to be
      entered  into  between CME Media  Enterprises  B.V.,  CME Hungary
      B.V.,  CME  Development  Corporation,  CME  Programming  Services
      Inc.,  CME  Programming  Services  B.V.  and SBS on or before the
      Closing   for  the   assignment,   sublicense   or   transfer  of
      substantially  all of CME's program  library for the territory of
      Hungary to SBS;

      "Purchaser's Parent Company" means SBS Broadcasting SA, the
      majority owner of the Purchaser;

      "Purchaser's Warranties" means the warranties of the Purchaser
      set out in Clause 6.2 and Schedule 2;

      "Sale Shares" means all of the Shares as set forth in Paragraph (C) of the
      preambles to this Agreement;

      "Seller's Parent Company" means CME Media Enterprises BV, the
      sole owner of the Seller;

      "Seller's Warranties" means the warranties of the Seller set
      out in Clause 6.1 and Schedule 1;

      "SBS" means SBS Broadcasting SA, the parent company of the Purchaser and a
      shareholder of TV2 with 61.5% economic and 49% voting rights;

      "SBS Guarantee" means the Deed of Guarantee to be entered into between
      the Purchaser's Parent Company and the Seller guaranteeing the Purchaser's
      performance pursuant to this Agreement;

      "Shares" has the meaning set forth in Paragraph (B) of the
      preambles of this Agreement;

      "Summary Term Sheet" means the Summary Terms Sheet signed by SBS
      Broadcasting SA and Central European Media Enterprises Ltd. on
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      February 18, 2000 summarizing the parties understanding of three
      inter-related transactions between their respective subsidiaries in
      Poland, in Hungary and in Slovenia;

      "Television Tender" means a tender announced in 1997 by the ORTT for
      national terrestrial television licenses in Hungary;

      "US$ or US Dollars" means United States Dollars, the lawful currency of
      the United States of America.

      "Videovox Quota Purchase Agreement" means the Quota Purchase Agreement to
      be entered into between and by SBS Hungary as purchaser and CME Hungary BV
      as seller for the sale of the quota representing 100% of the equity of
      Videovox Studio Kft; and

      "Videovox Transfer Notice" means a document signed by the Seller and the
      Purchaser evidencing that the Purchaser acquired full ownership over
      Videovox.

      1.2   References

            1.2.1       References to "this Agreement" shall include any
                        Schedule and Annex to it, and references to Clauses and
                        Schedules are references to Clauses ofand Schedules to,
                        this Agreement;

            1.2.2       Unless the context otherwise requires, any
                        reference to a legislative act or provision
                        shall include such act or provision as from
                        time to time modified or re-enacted or
                        consolidated so far as such modification or
                        re-enactment or consolidation applies or is
                        capable of applying to any transactions
                        entered into hereunder;

            1.2.3       Headings are used for convenience only and
                        shall not affect the interpretation of this
                        Agreement.

2.    AGREEMENT TO PURCHASE THE SALE SHARES AND CONSIDERATION

      Upon the terms and subject to the conditions of this Agreement:

      2.1   Purchase of the Sale Shares

            Seller hereby agrees to sell, and the Purchaser hereby agrees to
            purchase, the Sale Shares, on the Closing Date. Notwithstanding
            anything to the contrary, the Purchaser shall have no obligation to
            purchase any number of Shares which is less than the Sale Shares.

      2.2   Consideration and Adjustment

            Purchase Price

            2.2.1 The purchase price shall be equal to USD 1,000,000 plus
            current assets and less current liabilities - excluding programming
            and all CME related liabilities - stated in the Closing Balance
            Sheet and less the Severance Payment Compensation ("Purchase
            Price"). The Parties jointly established the Purchase Price in
            accordance with the above
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            described calculation and included it in a certificate attached
            hereto as Annex 11.

            Adjustment

            2.2.2      The Parties agree, that the Seller shall cause BK Rt to
            prepare, prior to Closing and in conformity with the rules of the
            Generally Accepted Accounting Principles of United States ("US
            GAAP"), an estimated, unaudited December 31, 1999 Balance Sheet of
            BK Rt ("Closing Balance Sheet"), attached in Annex 1.

            2.2.3      The Parties further agree, that BK Rt shall prepare, by
            no later than March 15, 2000 and in conformity with US GAAP, a
            balance sheet of BK Rt as of the Closing Date audited by Arthur
            Andersen, Budapest ("Audited Balance Sheet"). The costs of such
            audit shall be borne 50-50% by the Parties.

            2.2.4      The Parties , agree that in the event that the total net
            current liabilities stated in the Audited Balance Sheet are 0.3%
            more than stated in the Closing Balance Sheet, Purchaser shall be
            entitled to claim from the Seller the repayment of the difference
            (,,Purchaser's Adjustment"). Within no later than 15 working days
            after the receipt of the Audited Balance Sheet, Purchaser shall
            notify the Seller in writing ("Purchaser's Notice") on the amount of
            Adjustment, if any. If the Seller shall not have received Notice
            within 15 working days after Purchaser's receipt of the Closing
            Balance Sheet, it shall be deemed that Purchaser has waived its
            right to claim Purchaser's Adjustment in respect thereof. If the
            Purchaser's Notice shall have been delivered in a timely manner, the
            Seller shall transfer the Purchaser's Adjustment to the Purchaser's
            bank account specified in Clause 7.13 within 5 working days after
            the receipt of the Purchaser's Notice.

            2.2.5      The Parties agree that in the event that the total net
            current liabilities stated in the Audited Balance Sheet are 0.3%
            less than stated in the Closing Balance Sheet, Seller shall be
            entitled to claim from the Purchaser the payment of the difference
            ("Seller's Adjustment"). Within no later than 15 working days after
            the receipt of the Audited Balance Sheet, Seller shall notify the
            Purchaser in writing ("Seller's Notice") on the amount of
            Adjustment, if any. If the Purchaser shall not have received Notice
            within 15 working days after Seller's receipt of the Closing Balance
            Sheet, it shall be deemed that Seller has waived its right to claim
            Seller's Adjustment in respect thereof. If the Seller's Notice shall
            have been delivered in a timely manner, the Purchaser shall transfer
            the Seller's Adjustment to the Seller's bank account specified in
            Clause 7.13 within 5 working days after the receipt of the Notice.

            Payment

            2.2.6 Upon Seller's delivery to the Escrow Agent of the documents
            set out in Clause 3.2, and the Sale Shares with
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            blank endorsment, the Escrow Agent shall wire the Purchase Price
            from the Escrow Account to the Seller's bank account specified in
            Clause 7.13.

            2.2.7      Within 5 working days after Seller's receipt of the
            Purchaser's Notice, the Seller shall transfer in immediately
            available funds the Purchaser's Adjustment to the account of the
            Purchaser as specified in Clause 7.13.

            2.2.8      Within 5 working days after Purchaser's receipt of the
            Seller's Notice, the Purchaser shall transfer in immediately
            available funds the Sellers Adjustment to the account of the Seller
            as specified in Clause 7.13.

            Severance Payment Compensation

                  2.2.9.1    As part of the Closing the Seller will have passed
            a resolution effectively closing BK Rt's operations by midnight of
            the day of Closing. Therefore, the Parties agree, that the Seller
            shall compensate the Purchaser for certain costs of termination of
            the contracts with employees and freelancers set out in Annex 10.
            The Purchaser shall reduce the Purchase Price with USD 83,744 as a
            compensation of certain termination costs("Severance Payment
            Compensation").

                  2.2.9.2    It is expressly understood and agreed that, with
            exception of the Severance Payment Compensation set forth in Clause
            2.2.9.1 above, Purchaser is not entitled to any reimbursment for any
            costs, expensenses, or the like in connection with the closing of
            the operation of BK Rt.

3. CONDITIONS PRECEDENT TO CLOSING

      3.1   Conditions Precedent to the Obligations of All Parties.

            The respective obligations of each Party under this Agreement are
            subject to the satisfaction or written waiver by the Seller or by
            the Purchaser (as the case may be), at or prior to Closing, of each
            of the following conditions:

            (a)   The Polish Transaction

                  CME and SBS have entered into the Option Agreement for the
                  Polish Transaction as described in the Summary Term Sheet.

            (b)   Sale of Videovox

                  The Parties shall have executed the Videovox Quota Purchase
                  Agreement regarding the sale by the Seller of the quota
                  representing 100% of the equity of Videovox Studio Kft to the
                  Purchaser, and the Parties shall have signed and placed in
                  escrow the Videovox Transfer Notice.
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            (c)   Execution of Programming Assignment Agreement

                  CME and SBS shall have entered into the Programming Assignment
                  Agreement.

            (d)   Assignment of Shareholder's Loan, CME Management
                  Fees and CME Programming Liabilities

                  CME and SBS shall have executed assignment letters for the
                  assignment to SBS of all CME claims against BK Rt relating to
                  the obligation to make any further payments (whether for
                  principal, or interest or otherwise) under any loan,
                  management services and programming services agreement entered
                  into by CME with BK Rt

            (e)   CLT-UFA Companies Declaration

                  Purchaser shall have placed in escrow a duly signed
                  declaration of CLT-UFA and RTL Klub ("CLT-UFA Companies") in
                  the form set forth in Annex 8/c to this Agreement, addressed
                  to CME and IRISZ TV that each of the CLT-UFA Companies waives
                  and releases each of CME and IRISZ TV, and their respective
                  shareholders from any legal claims or causes of action in any
                  forum, whether known or unknown, fixed or contingent, directly
                  or indirectly, against such parties in connection with the
                  Television Tender.

            (f)   Escrow Agreement

                  The Parties shall have entered into an escrow agreement, in
                  the form set forth in Annex 13.

      3.2   Conditions Precedent to Obligations of the Purchaser.

            The obligations of the Purchaser are subject to the satisfaction or
            waiver by the Purchaser at or prior to Closing of each of the
            following conditions:

            (a)   Withdrawal of IRISZ TV Claim

                  The Seller shall have caused the execution

                  (i) of petitions by IRISZ TV Rt, in the form set forth in
                  Annex 8/a to this Agreement, addressed to the Supreme Court of
                  Hungary withdrawing all claims asserted by IRISZ TV Rt against
                  ORTT, MTM-SBS Rt and Magyar RTL Rt in the review procedure
                  pending before the Supreme Court of Hungary under the file no:
                  Gfv.X.30.197/2000.(earlier under file No.: 31.132/1999.)
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            (ii)  Seller shall have placed in escrow duly signed declarations of
                  CME and IRISZ TV Rt in the form set forth Annex 8/b to this
                  Agreement, addressed to CLT-UFA, and RTL Klub ("CLT-UFA
                  Companies") that each of CME and IRISZ TV waives and releases
                  each of the CLT-UFA Companies , and their respective
                  shareholders from any legal claims or causes of action in any
                  forum, whether known or unknown, fixed or contingent, directly
                  or indirectly, against such parties in connection with the
                  Television Tender.

            (b)   No Breach of Representations and Warranties.

                  The representations and warranties of the Seller referred to
                  in Schedule 1 shall be true and correct in all material
                  respects at and as of Closing.

            (c)   Share Registry

                  Seller shall have delivered to Purchaser a certified copy of
                  the relevant page from BK Rt's shareholder register evidencing
                  that the Seller has been duly recorded as the holder of the
                  Sale Shares.

            (d)   CME Guarantee

                  Seller shall have delivered to Purchaser the CME Guarantee
                  executed by the Purchaser's Parent Company in the form set
                  forth in Annex 8/I.

            (e)   Resolution of the Board of Directors of BK Rt

                  BK Rt shall have delivered to Purchaser a resolution of the
                  Board of Directors of BK Rt in the form set forth in Annex 2
                  hereto dated the Closing Date, approving the transfer of the
                  Sale Shares as such approval is required in Section 43.1 of
                  the Deed of Foundation.

            (f)   Resignation of all officers of BK Rt; Indemnification

                  All members of the Board of Directors and the Supervisory
                  Board of BK Rt shall have tendered their resignation as of the
                  Closing Date and shall have received indemnification letters
                  from the Purchaser the text of which is attached as Annex 14.

      3.3   Conditions Precedent to Obligations of the Seller

            The obligations of the Seller are subject to the satisfaction or
            waiver by the Seller at or prior to Closing of each of the following
            conditions:
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            (a)   No Breach of Representations and Warranties

                  The representations and warranties of the Purchaser referred
                  to in Schedule 2 shall be true and correct in all material
                  respects at and as of Closing.

            (b)   SBS Guarantee

                  Purchaser shall have delivered to Seller the SBS Guarantee
                  executed by the Seller's Parent Company, in the form set forth
                  in Annex 8/II.

            (c)   Purchase Price placed in Escrow

                  SBS shall have placed in escrow an amount equal to the
                  Purchase Price with the Escrow Agent with the instruction to
                  release the Purchase Price to the Seller immediately upon
                  Seller's delivery of the documents set out in Clause 3.2 (a)
                  and the Sale shares with blank endorsement above and to wire
                  transfer the amount to the Seller's bank account specified in
                  Section 7.13 (i).

            (d)   SBS Companies' Declaration

                  Purchaser shall have placed in escrow a duly signed
                  declaration of SBS, MTM and TV2 ("SBS Companies") in the form
                  set forth in Annex 8/d to this Agreement, addressed to CME and
                  IRISZ TV Rt that each of the SBS Companies waives and releases
                  each of CME and IRISZ TV, and their respective shareholders
                  from any legal claims or causes of action in any forum,
                  whether known or unknown, fixed or contingent, directly or
                  indirectly, against such parties in connection with the
                  Television Tender.

4.    COVENANTS

      4.1   Covenants of Seller and Purchaser

            (a)   Reasonable efforts

                  The Parties shall use their reasonable efforts and fully
                  cooperate to bring about the fulfillment of all conditions
                  precedent to Closing on the earliest possible date.

            (b)   Resale of Hungary Assets

                  The Parties agree that in the event that Purchaser or SBS or
                  any of their affiliates sell, transfer, assigns or otherwise
                  receives an aggregate consideration for any of the Hungarian
                  Asset, as such term is defined in the Summary Term Sheet,
                  including the IRISZ Lawsuit, directly or indirectly, from
                  CLT-UFA, RTL Klub or any subsidiary or affiliate for the
                  greater of fair market
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                  value or actual consideration in excess of USD 9.0 million
                  plus interest on defered payment obligations, in one or more
                  transactions, SBS agrees to pay the entire amount of such
                  excess to CME in cash within 10 business days of receipt of
                  the excess cash or other consideration, including, without
                  limitation, any deferred payment obligation. Within five
                  business days of any sale or commitment to sell a Hungarian
                  Asset by SBS, SBS will notify CME in writing of the terms of
                  such sale or commitment.

            (c)   Coordinate the withdrawal of IRISZ Lawsuit

                  The parties agree to use their best efforts to coordinate the
                  withdrawal of the IRISZ Lawsuit with IRISZ TV, ORTT, RTL KLUB
                  and TV2.

5.    CLOSING

      5.1   Date and Place

            The Closing shall take place at 9:00am, on February 21, 2000 at the
            offices of ING Bank Rt in Budapest, or on such other date and at
            such other time and place as the parties hereto may agree but in any
            event, no later than 17:00 February 21, 2000.

      5.2   Purchaser's Obligations

            On the Closing Date, and against delivery or tender by the Seller of
            the documents specified in Clause 5.3 below, the Purchaser shall:

            5.2.1      deliver to Seller a certificate in the form set forth in
            Annex 3/b, dated the Closing Date, stating that the representations
            and warranties of the Purchaser referred to in Schedule 2 are true
            and correct in all material respects at and as of Closing;

            5.2.2      deliver to BK Rt a declaration in the form set forth
            inAnnex 4, dated the Closing Date, stating that the Purchaser, in
            accordance with Section 43.3 of the Deed of Foundation, has
            familiarized itself with the Deed of Foundation and undertakes to be
            bound by the terms and conditions contained therein;

            5.2.3      deliver to the Seller the declarations specified in
                       Clauses 3.1 (e), and 3.3(d)

            5.2.4      deliver to the Seller a certificate in a form reasonably
                       satisfactory to the Seller certifying that the Escrow
                       Agent has released and wired the Purchase Price to the
                       account of Seller specified in Clause 7.13 simultaneously
                       and in exchange for the delivery of the waiver and
                       declaration specified in Clause 3.2 (a) above and of the
                       Sale Shares.
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      5.3   Seller's Obligations

            On the Closing Date, and against delivery or tender by the Purchaser
            of the documents specified in Clause 5.2 above, the Seller shall:

            5.3.1      deliver to Purchaser the waiver and declaration specified
            in Clause 3.2. (a) above and the Sale Shares duly endorsed in blank;

            5.3.2      deliver to Purchaser a certificate in the form set forth
            in Annex 3/a hereto, dated the Closing Date, stating that the
            representations and warranties of the Seller referred to in Schedule
            1 are true and correct in all material respects at and as of
            Closing; and

6.    WARRANTIES AND INDEMNITIES

      6.1   Seller's Warranties

            The Seller represents and warrants to the Purchaser as set forth in
            Schedule 1.

      6.2   Purchaser's Warranties

            The Purchaser represents and warrants to the Seller as set forth in
            Schedule 2.

      6.3   Indemnification

            6.3.1       Survival of Representations and warranties

                        The representations and warranties set forth in Schedule
                        1 and 2 the covenants set forth in Clause 4.1 b shall
                        survive the Closing until the first anniversary thereof;
                        provided that if written notice of a claim for
                        indemnification hereunder giving reasonable details of
                        the claim is delivered by a party seeking
                        indemnification hereunder to a party obligated to make
                        an indemnification payment hereunder prior to the
                        expiration of the above mentioned survival periods, then
                        such representation and warranty shall continue to
                        survive with respect to that particular claim only so
                        long as legal proceedings are instituted and served with
                        respect to the claim within twelve (12) months of such
                        written notice. Unless otherwise stated herein, the
                        covenants and agreements of the parties hereto shall
                        survive the Closing without limit.

            6.3.2       Indemnification by the Seller
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                        Subject to the time limitation set forth in Clause
                        3.6.1, the Seller agrees to indemnify and hold harmless
                        the Purchaser, its officers, directors and agents from
                        and against any and all claims, damages, liabilities,
                        costs and expenses, including reasonable attorney's fees
                        ("Losses")arising from or in connection with the breach
                        to any representation, warranty of the Seller set forth
                        in Schedule 1 except with respect to any Losses arising
                        from or relating to any action or failure to act due to
                        willful misconduct or gross negligence on the part of
                        the Purchaser or such other party suffering the Losses.

            6.3.3       Indemnification by the Purchaser.

                        Subject to the time limitation set forth in Clause
                        6.3.1, the Purchaser shall indemnify and hold harmless
                        the Seller and its officers, directors and agents from
                        and against any and all Losses arising from or in
                        connection with the breach of any representation or
                        warranty of the Purchaser set forth in Schedule 2,
                        except with respect to any Losses arising from or
                        relating to any action or failure to act due to gross
                        negligence or willful misconduct on the part of the
                        Seller or such other party suffering the Losses.

            6.3.4       Indemnity Procedures.

                  Except as expressly provided for otherwise in this Agreement:

                  (a)   Whenever a claim for indemnification shall
                        arise under this Clause 6, the party entitled
                        to indemnification (the "Indemnified Party")
                        shall notify, in writing, the Party from whom
                        indemnification is sought (the "Indemnifying
                        Party") of such claim and, when known, the
                        facts constituting the basis for such claim
                        as soon as reasonably practicable and in any
                        event, as to any claim by a third party,
                        within 5 working days of the Indemnified
                        Party becoming notified in writing of the
                        assertion of such claim. The Indemnified
                        Party shall have a duty to mitigate the
                        Losses relating to any such claim.

                  (b)   Third Party Claims

                        Without limiting of the foregoing, in the event of a
                        claim for indemnification hereunder resulting from or in
                        connection with any claim or legal proceeding by a third
                        party, including any tax audit or any proceeding for the
                        assessment of any tax or other mandatory payment by a
                        government authority of Hungary (a "Third Party Claim"),
                        the Indemnified Party shall give notice to the
                        Indemnifying Party no later than 20 working days prior
                        to the time any
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                        response to an asserted claim is required, if possible.
                        The Indemnifying Party may assume the defense of any
                        Third Party Claim, but no settlement shall be made
                        without the prior written consent of the Indemnified
                        Party, which consent shall not be unreasonably withheld.
                        If an Indemnifying Party assumes the defense of any such
                        claim or legal proceeding, the Indemnifying Party shall
                        be entitled to select counsel and take all steps
                        necessary in the settlement or defense thereof;
                        provided, that the Indemnified Party may, at its own
                        expense, participate in any such proceeding with the
                        counsel of its choice.

                  (c)   In case of any claim that is not a Third Party Claim,
                        the Indemnifying Party shall have 30 days within which
                        it may respond to a notice of a claim for
                        indemnification given by an Indemnified Party pursuant
                        to Clause 6.3.4(a). If such claim is not contested, then
                        the Indemnifying Party shall as soon as practicable
                        proceed to take whatever action is required to carry out
                        its indemnification obligations.

            6.3.5       Currency of Payment

                        All indemnification between the Parties to be paid under
                        this Agreement shall be paid in US dollars.

            6.3.6       Limitation on Liability

                        No claims arising under or in connection with this
                        Agreement shall be allowed unless such claims,
                        individually or in the aggregate, exceed USD 10,000. For
                        the avoidance of doubt the preceding sentence does not
                        require the deduction of any amounts from a permitted
                        claim. The liability of any Party for all claims under
                        or in connection with this Agreement shall not exceed
                        USD 1,000,000.

7.    OTHER PROVISIONS

      7.1   Termination or Rescission

            Notwithstanding anything stated to the contrary, this Agreement is
            terminated with prejudice if any condition precedent to Closing has
            not been fulfilled and the Closing did not occur by February 21,
            2000.

      7.2   Announcements

            Without prejudice to the provisions of the Confidentiality
            undertaking, until three months after the Closing, the Seller and
            its Affiliates shall be required, to consult with the Purchaser as
            to the terms of, the timetable for any manner of publication of, any
            announcement to shareholders, employees, customers, suppliers,
            distributors and sub-contractors and to
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            the media which any of the Parties may desire or be obliged to make
            regarding this Agreement.

      7.3   Confidentiality

            Each Party undertakes that it shall, together with its employees,
            officers, advisors and other agents hold in strict confidence all
            data and information regarding BK Rt obtained pursuant to this
            Agreement or otherwise, including the terms of this Agreement
            ("Confidential Information") and will not, and will use its best
            efforts to ensure that such other persons do not, disclose such
            Confidential Information to others without the prior written consent
            of the other party, except that the Purchaser may provide such
            Confidential Information in response to legal process or applicable
            governmental regulations, but only that portion of the Confidential
            Information which, in the written opinion of counsel for the
            Purchaser, is legally required to be furnished and further provided
            that the Purchaser notifies in writing the Seller of its obligation
            to provide such Confidential Information so far as it is
            practicable. For purposes of this Clause, "Confidential Information"
            shall not include any information that:

                   (i)   is within the public domain other than as a
                         result of a breach of this Agreement;

                  (ii)   becomes available within the public domain
                         other than (a) as a result of a breach of
                         this Agreement or (b) by means of other
                         unauthorized disclosure or use, provided,
                         however that if the unauthorized disclosure
                         is not attributable to the Purchaser, the
                         terms of further disclosure will remain
                         subject to this Clause;

                 (iii)   is provided to the Purchaser by a person or entity
                         (other than the parties hereto) that is lawfully in
                         possession of such information and has the lawful right
                         to disclose or use it; or

                  (iv)   following the 90th day after the Closing, relates
                         solely to the business of BK Rt (it being understood
                         that the terms of this Agreement and the information as
                         to the business or affairs of the Seller shall continue
                         to be Confidential Information).

      7.4   Successors and Assigns

            This Agreement shall be personal to the Parties and may not be
            assigned by any Party without the prior written consent of the other
            Party hereto. The Purchaser, upon notifying the Seller, may assign
            its rights and transfer its obligations hereunder to any of its
            Affiliates provided that the Purchaser guarantees the performance of
            the obligations of such Affiliates set forth herein, in which case
            such Affiliates shall assume the obligations of the Purchaser under
            this Agreement and shall be bound by the terms hereof.
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      7.5   Whole Agreement and Variation

            This Agreement supersedes all prior agreements and understandings,
            oral and written, between the Parties with respect to the subject
            matter hereof and contains the whole agreement between the Parties
            relating to the subject matter of this Agreement, including without
            limitation the Summary Term Sheet, and no variation of this
            Agreement shall be effective unless in writing and signed by or on
            behalf of each of the Parties.

      7.6   Costs

            Each of the Parties shall separately bear all legal, accountancy,
            financial advisor, consultant and other fees and costs and expenses
            incurred by them in connection with this Agreement and the sale and
            purchase of the Sale Shares. The Parties agree that the fee of the
            Escrow Agent shall be borne equally by the Parties.

      7.7   Notices

            Any notice, claim or demand requiring to be served under or in
            connection with this Agreement or with any arbitration or intended
            arbitration under this Agreement shall be in writing in English and
            shall be sufficiently given or served if delivered to:

            (i)   in the case of the Seller to:

                  CME Group,
                  Swan House 52-53 Poland Street,
                  London W1V 3DF,
                  United Kingdom
                  Facsimile No.: 44-171-292-7948
                  For the attention of: Legal Department

           (ii)   in the case of the Purchaser to:

                  SBS Magyarorszagi Befektetesi Kft.
                  Address:Budapest, Havas u.6. Hungary  H-1056
                  Facsimile No.:    235-7461
                  For the attention of: Managing Director

          (iii)   in the case of BK Rt to:

                  Budapesti Kommunikacios Rt.
                  Huvosvolgyi ut 64.
                  H-1021 Budapest
                  Hungary

                  Facsimile No.:    391-2003
                  For the attention of: Legal Department

            or such other address as may have subsequently to the execution of
            this Agreement been notified to the other parties to this Agreement
            for this purpose. Any such notice shall be delivered by hand, telex
            or facsimile transmission
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            or sent by pre-paid registered post and if delivered by hand shall
            conclusively be deemed to have been given or served at the time of
            delivery, if sent by facsimile shall conclusively be deemed to have
            been given or served when confirmation is received at the end of the
            transmission and if sent by registered post shall conclusively be
            deemed to have been received on the date of delivery as evidenced by
            the date of receipt returned to the sender.

      7.8   Counterparts

            This Agreement may be entered into in any number of counterparts and
            by the parties to it on separate counterparts, each of which when so
            executed and delivered shall be an original, but all the
            counterparts shall together constitute one and the same instrument.

      7.9   Language

            This Agreement has been executed in English.

      7.10  Governing Law

            This Agreement and, save as expressly referred to therein, the
            documents to be entered into pursuant to it shall be governed by and
            construed in accordance with the laws of Hungary without regard to
            its provisions relating to conflict of laws.

      7.11  Settlement of Disputes

            If the parties hereto are unable to resolve any dispute arising out
            of or in connection with this Agreement by amicable settlement, such
            dispute shall be finally settled under the Arbitration Rules of the
            Hungarian Chamber of Industry and Commerce (the "Rules")by three
            arbitrators. Each of the Seller and the Purchaser shall appoint one
            arbitrator. The two arbitrators thus appointed shall choose the
            third arbitrator. All three arbitrators shall be fluent in the
            English language. The place of the arbitration shall be in Budapest.
            The Parties each hereby irrevocably waive the right to submit such
            disputes, or to appeal, to any court. The language of the
            arbitration shall be Hungarian. Any award rendered by an arbitration
            tribunal shall be final and binding on the Parties and the judgment
            upon the award rendered may be entered in any court having
            jurisdiction thereof.

      7.12  Severability

            Except as otherwise provided for in this Agreement, if any part of
            this Agreement shall be invalid or unenforceable, such invalidity or
            unenforceability shall not affect the validity and enforceability of
            the remaining portions and the parties shall to the extent possible,
            or necessary, replace the invalid or unenforceable part with a
            provisions which achieves the original purpose of the invalid or
            unenforceable part.
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      7.13  Payment Account Details

      The payment account details of the Parties as at the date of the Agreement
      are as follows:

            (i)   Seller:

                  Bank: ING Bank NV, Amsterdam, The Netherlands
                  Account No:02.17.85.562
                  Account Name: CME Hungary BV

            (ii)  Purchaser:

                  Bank: ING Bank Rt, Budapest, Hungary
                  Account No: 13701017-03709100
                  Account Name: SBS Magyarorszagi Befektetesi Kft

      7.14  Governmental Approvals.


            7.14.1      All consents and authorizations of, and declarations and
            filings with, any governmental authority required to be obtained or
            made by the Purchaser in connection with the execution and delivery
            of this Agreement or the consummation of the transactions
            contemplated hereby shall be the sole responsibility of the
            Purchaser. The refusal for any reason of any of the required consent
            or approval of any authority will not affect the validity of this
            Agreement and shall not give arise any claim by the Purchaser
            against the Seller.

            7.14.2      The Parties acknowledge that in accordance with Section
            24 of the Competition Act the transaction contemplated in this
            Agreement may be subject of the approval of the Competition Office.
            Pursuant to the provisions of the Competition Act it is the sole
            obligation of the Purchaser to seek such approval. Without limiting
            the generality of Clause 7.14.1 and in accordance with Clause 7.12
            above, the Parties agree that in case the Competition Office would
            render this Agreement invalid, the Purchaser, in accordance with
            Section 31 of the Competition Act will sell its interest in BK Rt or
            do whatever action is required by the Competition Act and Purchaser
            will not seek any remedy from the Seller other than those agreed in
            Clause 6.3 above and will not seek any remedy from the Seller for
            the loss incurred by it in connection with the invalidity of this
            Agreement.

IN WITNESS WHEREOF this Agreement has been duly executed the day and year first
before-written.

On behalf of CME Hungary B.V:       On behalf of SBS Magyarorszagi
                                    Befektetesi Kft:

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/s/ Luc Tomasino                      /s/ Phil Cleland
----------------                      ----------------
NAME:   Luc Tomasino                  NAME:     Phil Cleland