Exhibit 10.67 AGREEMENT This
AGREEMENT, dated as of May 31, 2002, is by and among Metromedia International
Group, Inc., a Delaware corporation (MMG),
Elliott Associates, L.P., a Delaware limited partnership (Associates), and Elliott International,
L.P., a Cayman Islands limited partnership (International
and, together with Associates, Elliott).   WHEREAS,
Elliott is the beneficial holder of approximately 4% of the shares of common
stock, par value $1.00 per share, of MMG (Common
Stock); WHEREAS,
by notice of nomination dated March 14, 2002 (Notice of Nomination), Elliott nominated three candidates for
election to MMGs Board of Directors (Board),
as Class I Directors, at MMGs 2002 Annual Meeting of Stockholders, scheduled
to be held on June 27, 2002 (as postponed, advanced, rescheduled or adjourned,
the Annual Meeting); WHEREAS,
by a notice of business dated March 14, 2002 (Notice of Business), Elliott submitted two proposals to be
voted upon by stockholders at the Annual Meeting; WHEREAS,
MMG and Elliott mutually desire to include as part of MMG managements slate of
Class I Directors nominated for election at the Annual Meeting, Oren G.
Shaffer, an individual designated by Elliott (Mr. Shaffer), on the terms specified in this Agreement; and WHEREAS,
MMG has already interviewed and approved Mr. Shaffer as one of its management
nominees. NOW,
THEREFORE, in consideration of the mutual covenants and agreements contained
herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby duly acknowledged, the parties hereby agree as
follows: Section 1.               Director.  (a)           MMG shall nominate Mr. Shaffer for
election as a Class I Director at the Annual Meeting, and its management and
Board shall unanimously recommend that the stockholders of MMG vote FOR Mr.
Shaffers election as a Class I Director at the Annual Meeting. (b)           MMG shall include in its proxy
materials for the Annual Meeting (Proxy Materials) the Boards
unanimous recommendation in favor of, and actively shall solicit proxies FOR
and use its best efforts to cause, the election of Mr. Shaffer as a Class I
Director (but shall not be required to make efforts or incur expenses that are,
as to Mr. Shaffers election, in excess of MMGs customary and traditional
efforts with respect to the election of other management-recommended nominees
for director). (c)           Until
but not including MMGs annual meeting of stockholders to be held in 2005, if
Mr. Shaffer (or any replacement of Mr. Shaffer or any of his replacements
designated by Elliott (each an Elliott
Designee)) ceases to serve as a director for any reason (other than
a voluntary resignation combined with a written statement from Elliott waiving
its rights to  
   nominate
candidates to such Board seat), MMG shall promptly take such actions as are
necessary to appoint or elect as a Director an Elliott Designee reasonably
acceptable to MMG.  Elliott will have
one week, measured from the date the prior Elliott Designee resigns, to
designate a new Elliott Designee.  The
Board will either appoint or cause to be elected, or to reasonably reject, each
future Elliott Designee within one week of receiving Elliotts
designation.  During the initial one
week designation period and each one week consideration period(s), the Board
will take no action unless, based upon the advice of independent counsel, the
Board believes in good faith that it cannot refrain from acting during such
period without breaching its fiduciary duties to MMGs stockholders.  Once appointed or elected to the Board, the
Elliott Designee may be removed only in accordance with MMGs currently
existing bylaws and applicable Delaware law. (d)           Once elected, the Elliott Designee
shall be entitled to all the rights, privileges and protections available to
any member of the Board. (e)           MMG shall not advance the date of the
Annual Meeting without the written consent of Elliott, nor postpone the date of
the Annual Meeting without the written consent of Elliott, in the latter
instance (assuming the postponement is for no more than 30 days) not to be
unreasonably withheld. (f)            MMG shall provide Elliott and its
counsel reasonable opportunity to review the Proxy Materials, and shall not
file the Proxy Materials with the Securities and Exchange Commission if Elliott
has reasonable objections to disclosure relating to the Elliott Designee, this
Agreement or the subject matter hereof. Section 2.               Representations.  (a)           MMG hereby represents and warrants
that this Agreement has been duly authorized, executed and delivered by MMG,
and is a valid and binding obligation of MMG, enforceable against MMG in
accordance with its terms. (b)           Associates and International each
represents and warrants that this Agreement has been duly authorized, executed
and delivered by it, and is a valid and binding obligation enforceable against
it in accordance with its terms. (c)           MMG represents and warrants that the
Board, by resolutions previously adopted, has taken all Board action(s)
necessary to implement the obligations of the Board and MMG under Sections 1
and 4 of this Agreement. (d)           MMG represents and warrants that all
of:  (i) Metromedia Company and (ii) Mr.
Kluge and Mr. Subotnick individually have legally committed themselves in
writing to vote all shares of Common Stock owned by them beneficially
(including the shares disclosed, in the proxy statement for the Annual Meeting,
as being beneficially owned) or of record FOR the election of the Elliott
Designee as a Class I Director at the Annual Meeting. (e)           MMG represents and warrants that, in
connection with the Annual Meeting, (i) no nominations for Class I Directors
have been made by any person other than Elliott and MMGs management and Board,
(ii) that MMGs management and Board have  2 
   nominated only Mr. Shaffer, Mr. Kluge and Mr. Subotnick as Class I
Directors, and (iii) MMGs management and Board will take no action to allow
any person to nominate any other person for election as a Class I Director.  Section 3.               Standstill.  (a)           Each of Associates and International
agree not to commence a proxy contest, or to solicit proxies or written consent
of stockholders of Common Stock, or to become a participant with respect to
an election contest for Board seats at the Annual Meeting. (b)           Elliott hereby withdraws both its
Notice of Nomination and its Notice of Business, and shall refrain from
submitting any stockholder proposals pursuant to Rule 14a-8 or otherwise in
connection with the Annual Meeting. Section 4.               Voting.  (a)           Nothing in this Agreement shall in
any way restrict the ability of Elliott to vote as it sees fit any equity or
debt securities of MMG it now owns or may in the future own. (b)           MMG covenants that all shares of
Common Stock owned beneficially (including the shares disclosed, in the proxy
statement for the Annual Meeting, as being beneficially owned) or of record by
(i) Metromedia Company, and (ii) Mr. Kluge and Mr. Subotnick individually,
shall be voted FOR the election of the Elliott Designee as a Class I Director
at the Annual Meeting.  MMG shall use
commercial best efforts to solicit proxies with respect to any shares of Common
Stock owned beneficially or of record by News PLD LLC and the directors of MMG
other than Mr. Kluge and Mr. Subotnick FOR the election of the Elliott
Designee as a Class I Director at the Annual Meeting. (c)           To the extent permitted by law and
its bylaws, MMG shall cause all proxies received by MMG that are marked FOR
the election of the Elliott Designee or grant voting discretion to management
to be voted FOR the election of the Elliott Designee as a Class I Director at
the Annual Meeting. Section 5.               Remedies.  (a)           EACH PARTY HERETO HEREBY ACKNOWLEDGES
AND AGREES THAT IRREPARABLE HARM WOULD OCCUR IN THE EVENT ANY OF THE PROVISIONS
OF THIS AGREEMENT WERE NOT PERFORMED IN ACCORDANCE WITH THEIR SPECIFIC TERMS OR
WERE OTHERWISE BREACHED.  IT IS
ACCORDINGLY AGREED THAT THE PARTIES SHALL BE ENTITLED TO SPECIFIC RELIEF
HEREUNDER, INCLUDING, WITHOUT LIMITATION, AN INJUNCTION OR INJUNCTIONS TO
PREVENT AND ENJOIN BREACHES OF THE PROVISIONS OF THIS AGREEMENT AND TO ENFORCE
SPECIFICALLY THE TERMS AND PROVISIONS HEREOF IN ANY STATE OR FEDERAL COURT
LOCATED IN THE STATE AND COUNTY OF NEW YORK OR THE STATE OF DELAWARE, IN
ADDITION TO ANY OTHER REMEDY TO WHICH THEY MAY BE ENTITLED AT LAW OR IN
EQUITY.  ANY REQUIREMENTS FOR THE
SECURING OR POSTING OF ANY BOND WITH SUCH REMEDY ARE HEREBY WAIVED.  3 
   (b)           THE PARTIES HERETO AGREE THAT ANY
ACTIONS, SUITS OR PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE
TRANSACTIONS CONTEMPLATED HEREBY OR ANY DOCUMENT REFERRED TO HEREIN SHALL BE
BROUGHT EXCLUSIVELY IN THE STATE OR FEDERAL COURTS LOCATED IN THE STATE AND
COUNTY OF NEW YORK OR THE STATE OF DELAWARE (AND THE PARTIES AGREE NOT TO
COMMENCE ANY ACTION, SUIT OR PROCEEDING RELATING THERETO EXCEPT IN SUCH
COURTS), AND FURTHER AGREE THAT SERVICE OF ANY PROCESS, SUMMONS, NOTICE OR
DOCUMENT BY U.S. REGISTERED OR CERTIFIED MAIL, RETURN RECEIPT REQUESTED, TO THE
RESPECTIVE ADDRESSES SET FORTH IN SECTION 9 HEREOF SHALL BE EFFECTIVE SERVICE
OF PROCESS FOR ANY SUCH ACTION, SUIT OR PROCEEDING BROUGHT AGAINST ANY PARTY IN
ANY SUCH COURT.  THE PARTIES IRREVOCABLY
AND UNCONDITIONALLY WAIVE ANY OBJECTION TO THE LAYING OF VENUE OF ANY ACTION,
SUIT OR PROCEEDING ARISING OUT OF THIS AGREEMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY, IN THE STATE AND FEDERAL COURTS LOCATED IN THE STATE AND
COUNTY OF NEW YORK OR THE STATE OF DELAWARE, AND HEREBY FURTHER IRREVOCABLY AND
UNCONDITIONALLY WAIVE AND AGREE NOT TO PLEAD OR CLAIM IN ANY SUCH COURT THAT
ANY SUCH ACTION, SUIT OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT
IN ANY INCONVENIENT FORUM. Section 6.               Entire Agreement.  This
Agreement contains the entire understanding of the parties with respect to the
subject matter hereof and may be amended only by an agreement in writing
executed by the party against which such amendment is sought to be enforced. Section 7.               Headings.  Descriptive
headings are for convenience only and shall not control or affect the meaning
or construction of any provision of this Agreement. Section 8.               Number; Gender.  Whenever
the singular number is used herein, the same shall include the plural where
appropriate, and words of any gender shall include each other gender where
appropriate.  Section 9.               Notices.  All
notices, consents, requests, instructions, approvals and other communications
provided for herein and all legal process (other than as limited by Section
5(b)) in regard hereto shall be validly given, made or served, if sent by
facsimile with a copy to be delivered by overnight courier on the next business
day to the following addresses or such other addresses specified in writing by
the relevant recipient at least five (5) calendar days before the notice: if to MMG:Metromedia
International Group, Inc.
505 Park Avenue
21st Floor  4 
   New York, New York 10022Facsimile:               
Attention:              Chief Executive
Officer with a copy to:Brown Raysman Millstein Felder &
Steiner
900 Third AvenueNew York, New York 10022Facsimile:               (212)
895-2900
Attention:              David M. Warburg if to Elliott:Elliott Associates, L.P. and Elliott
International, L.P.
712 Fifth Avenue
36th Floor
New York, New York  10019
Facsimile:               (212) 974-2092
Attention:              Dan Gropper with copies to:Kleinberg, Kaplan, Wolff & Cohen,
P.C.
551 Fifth Avenue
18th Floor
New York, New York  10176
Facsimile:               (212) 986-8866
Attention:              Christopher P.
Davis                                David
Parker Section 10.             Enforceability.  If
any term, provision, covenant or restriction of this Agreement is held by a
court of competent jurisdiction to be invalid, void or unenforceable, the
remainder of the terms, provisions, covenants and restrictions of this
Agreement shall remain in full force and effect and shall in no way be
affected, impaired or invalidated.  It
is hereby stipulated and declared to be the intention of the parties that the
parties would have executed the remaining terms, provisions, covenants and
restrictions without including any of such which may be hereafter declared
invalid, void or unenforceable.  In
addition, the parties agree to use their best efforts to agree upon and
substitute a valid and enforceable term, provision, covenant or restriction for
any of such that is held invalid, void or unenforceable by a court of competent
jurisdiction. Section 11.             Law Governing.  THIS
AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH
THE LAWS OF STATE OF NEW YORK OR, TO THE EXTENT MANDATORILY APPLICABLE, THE STATE
OF DELAWARE, WITHOUT REGARD TO ANY CONFLICT OF LAWS PROVISIONS THEREOF. Section 12.             Binding Effect.  This
Agreement shall be binding upon and inure to the benefit of and be enforceable
by the successors and assigns of the parties hereto.  Nothing in this Agreement, expressed or  5 
   implied, is intended to confer on any person other than the parties
hereto or their respective heirs, successors, executors, administrators and
assigns any rights, remedies, obligations or liabilities under or by reason of
this Agreement. Section 13.             Counterparts.  This
Agreement may be executed in one or more counterparts, each of which (even if a
photocopy or a facsimile) shall be deemed an original, but all of which together
shall constitute one and the same instrument. Section 14.             No Presumption Against
Draftsperson.  Each
of the undersigned parties hereby acknowledges that the undersigned parties
fully negotiated the terms of this Agreement, that each such party had an equal
opportunity to influence the drafting of the language contained in this
Agreement and that there shall be no presumption against any such party on the
ground that such party was responsible for preparing this Agreement or any part
hereof.  6 
   IN
WITNESS WHEREOF, each of the parties hereto has executed this Agreement as of
the date first above written. METROMEDIA INTERNATIONAL GROUP, INC.By:
  /s/ Carl Brazell, Jr.Name: Carl Brazell, Jr.Title: Chief Executive Officer and Chairman of the BoardELLIOTT ASSOCIATES,
  L.P.By:
  Elliott Capital
  Advisors, L.P. as general partnerBy:
  Braxton Associates, Inc. as general partnerBy:
  /s/ Elliot GreenbergElliot Greenberg, Vice PresidentELLIOTT INTERNATIONAL, L.P.By:
  Elliott International Capital Advisors, Inc.as attorney-in-factBy:
  /s/ Elliot GreenbergElliot Greenberg, Vice President   7