Exhibit
10.42








Mr.
Richard Anthony Sheldon from Great Britain, London W14 8NL, 12 Tollard House,
388 Kensington High Street, represented by the proxy Mr. Zoran Krajinović,
attorney from Zagreb, pursuant to the power of attorney dated 29 November
2006








on one
side,








and





NOVA TV
d.d. Zagreb, Remetinečka c. 139, represented by the Chairman of the Board Mr.
Marijan Jurenec, who is represented by Mr. Dražen Mavrić by the limited power of
attorney dated 26/11/2007, and by the member of the Board Mr. Dražen
Mavrić,








on the
other side





have
concluded today the following








A
G R E E M E N T








DEFINITIONS





Article
1





1.1. For
the purposes of this Agreement, the terms herein stated below shall have the
meaning and the content as determined by this Article:





"Creditor":
Mr. Richard Anthony Sheldon from Great Britain, London W14 8NL, 12 Tollard
House, 388 Kensington High Street.





"Debtor":
NOVA TV d.d. Zagreb, Remetinečka c. 139, entered in the register of the
Commercial Court in Zagreb, under the registration No. of entity (MBS):
080222668 and its Affiliated Persons.





"Company"
means the company OPERATIVNA KOMPANIJA d.o.o. Rijeka, Nikole Tesle 2, entered in
the register of the Commercial Court in Rijeka, under the registration No. of
entity (MBS): 080354416.





"Parties"
are the Debtor on one side and the Creditor on the other side.





"Affiliated
Person" is any natural person or legal entity who is the present or former
founder, shareholder, or member of the company, director or procurator of a
Party, as well as any other natural person or legal entity directly or
indirectly controlling the "Creditor" or the "Debtor", or who is under their
direct or indirect control. Control implies the possibility of influencing the
management of the company directly or indirectly, and/or direct or indirect
holding of a business share or shares of the company. Appointed Affiliated
Persons of the Creditor and the Debtor are also considered Affiliated
Persons.








"Appointed
Affiliated Persons of the Creditor" are GRP MEDIA d.o.o., NARVAL AM d.o.o.,
Zagreb, STUDIO MILLENIUM d.o.o., Zagreb, with their subsidiaries and affiliated
companies, and Mr. Ivan Ćaleta from Zagreb, director of the creditor, Mr. Damir
Tus from Crikvenica, SAD 3, Mr. Neven Čičko from Zagreb, Mikulići 145, Mr. Ivan
Blažičko from Zagreb, P.P. Njegoša 6, Ms. Darinka Bakran from Zagreb, Braće
Korenika 2, Mr. Vlado Pukanić from Velika Gorica, N. pl. Škrleca Lomničkog 1,
Ms. Ana-Marija Crnojević from Zagreb, former member of the board of NOVA TV
d.d., Mr. Vjenceslav Bacci from Split, Drvenička 21, who are, for the purposes
of this Agreement, exclusively considered Affiliated Persons of the
Creditor.





"Appointed
Affiliated Persons of the Debtor" are CME Media Enterprises B.V. and Central
European Media Enterprises Ltd, together with their subsidiaries and affiliated
companies, Mr. Marijan Jurenec from the Republic of Slovenia, Radomlje, Prečna
ulica 1, Mr. Tadej Horžen from the Republic of Slovenia, 8263 Cerklje ob Krki,
Cerklje ob Krki 72, Mr. Dražen Mavrić from Zagreb, Srebrnjak 119a, Mr. Branko
Čakarmiš from the Republic of Slovenia, 5271 Vipava, Cesta 18. aprila
3.





"Obligation
of the Affiliated Person" is any such obligation defined herein as obligation of
a Party or Parties, for which an Affiliated Person may be responsible due to the
nature of the obligation and to the circumstances of a particular case, as well
as any obligation for which an Affiliated Person may be explicitly responsible
under this Agreement. The Obligation of the Affiliated Person is also to act in
accordance with all the provisions of this Agreement, in order to fulfil its
purpose. The Obligation of the Affiliated Person of the Creditor and of the
Debtor, the ones stated in Art. 5.6. hereof, is also to give a true and complete
Statement of the Affiliated Person, with the mandatory content as in Schedule 1
hereof.





"Existing
business or other legal relation of the Parties" is any existing business or
legal relation of the Parties or of the Parties and the Affiliated Persons of
the other side, which includes, but is not limited to acts, legal basis of
claims, cases, claims, debts, amounts of moneys, accounts, guarantees,
securities, liabilities, contracts, contested claims, agreements, promises,
compensations of damages, breaches, violations, damages, judgments, legal
remedies, motions, pledges and obligations, of any nature (legal, monetary or
other), direct or indirect, determined or non-determined, known or unknown,
suspected or unsuspected, fixed or current, hidden or not - such as could have
been determined or shall be determined, as well as the legal relation of the
Parties arising from the Agreement on the Sale and Purchase of Business Shares
of Operativna kompanija d.o.o. No. OU-995/04. dated 8 July 2004.





"Dispute"
stands for:





Dispute
before the Commercial Court in Zagreb filed under No. P-4038/2005 pursuant to
the claim of Narval, Studio Millenium, Mr. Richard Anthony Sheldon, all
represented by the attorney Zoran Krajinović, against Nova TV d.d. and
OPERATIVNA KOMPANIJA d.o.o., in which dispute a non-final judgment of first
instance was passed on 24/05/2006, terminating the Agreement on the Assignment
of Business Shares of the company OPERATIVNA KOMPANIJA d.o.o., deciding that
Narval, Studio Millenium and Mr. Richard Anthony Sheldon hold 2 business shares
each, which represent 1117/4468 of the part of the basic capital of the company
in favour of Narval and Mr. Richard Anthony Sheldon, and which represent
1111/4468 of the part of the basic capital of the company in favour of Studio
Millenium, ordering the company Nova TV d.d. to perform the necessary change in
the book of business shares of the company OPERATIVNA KOMPANIJA d.o.o., replace
the Declaration of Establishment by the Company Agreement, and ordering the
companies Nova TV d.d. and OPERATIVNA KOMPANIJA d.o.o. to pay the amount of HRK
44,070.00 as costs of litigation to the companies Narval and Studio Millenium,
and to Mr. Richard Anthony Sheldon, and during which procedure were ordered
preliminary measures under No. P-4038/2005, namely the preliminary measure of
27/07/2006, forbidding the Debtor to alienate and to dispose of the total of 6
business shares, which together represent 3345/4468 of the part of the basic
capital of the company OPERATIVNA KOMPANIJA d.o.o., forbidding the Debtor Nova
TV d.d. to exercise the rights from the stated business shares, forbidding the
Debtor and the Company to perform acts which might cause damage to other persons
stated in this item, and deciding on the registration of this preliminary
measure into the book of business shares of the company OPERATIVNA KOMPANIJA
d.o.o. and into the registration file of that company, and the preliminary
measure of 18/12/2006, establishing a temporary board of the Company,
determining that the temporary board is obliged to protect and maintain the
assets of the Company, and deciding on the registration of the preliminary
measure into the book of business shares of the company OPERATIVNA KOMPANIJA
d.o.o. and into the registration file of that company, including the procedure
before the Commercial Court in Rijeka, filed under No. R1-7/2007, at the
proposal of Narval against OPERATIVNA KOMPANIJA d.o.o.





"Agreement"
means the Agreement on Transfer of Business Shares of Operativna kompanija
d.o.o. No. OU-995/04. of 8 July 2004, certified as to content by Mr. Vladimir
Marčinko, notary public from Zagreb.








SUBJECT
OF THE AGREEMENT





Article
2





2.1. By
this Agreement, the Parties resolve the "Dispute" and all of their mutual
relations created up to the date of conclusion hereof, including the relations
between a Party and the Affiliated Persons of the other Party or Parties, by
waiving all of their monetary and non-monetary claims from the existing or
future obligations which arise from or could arise from or are connected with
Dispute, including the main claim, the interest, the costs of litigation and the
costs of representation, save the claim of GLOBAL KOMUNIKACIJE d.o.o. against
NOVA TV d.d. and OPERATIVNA KOMPANIJA d.o.o. and their affiliated persons, from
the Agreement stated in Art. 5.4. hereof, and the claim of NARVAL AM d.o.o. and
STUDIO MILLENIUM d.o.o. against the Debtor from the Agreement stated in Art.
5.5. hereof.





By this
Agreement, the Parties resolve all other existing mutual relations from the
Existing business or other legal relation of the Parties, from which any other
claim could arise, as well as any other monetary and non-monetary claim,
regardless of whether such claim, or claims are mature or non-mature, known or
unknown, and whether the obligation already arose from it, or shall arise in the
future. By this Agreement all of the mentioned claims are completely abolished
and the Parties replace them with the new obligation of payment of the Debtor
from Art. 2.3. hereof.





By mutual
will of the Parties, this Agreement terminates all the existing and future
obligations of the Parties arising from the "Dispute", including the main claim,
the interest, the costs of litigation and the costs of representation, as well
as all the existing mutual obligations of the Parties, including any such
obligations between a Party and Appointed Affiliated Persons of the other Party
or Parties as might be based on the "Existing business or other legal relation
of the Parties", by replacing them with the obligation of payment from Art. 2.3.
hereof, save the claim of the company GLOBAL KOMUNIKACIJE d.o.o. from the
Agreement stated in Art. 5.4. hereof, and the claim of NARVAL AM d.o.o. and
STUDIO MILLENIUM d.o.o. against the Debtor from the Agreement stated in Art.
5.5. hereof.





2.2. By
signing this Agreement, the "Creditor" confirms that the "Debtor" is the lawful
holder of a 25% business share in the "Company", which business share previously
belonged to the stated Creditor, which makes the Debtor the lawful holder of 50%
of business shares in the Company, and states that he withdraws the claim and
waives the claim from Dispute A, and proposes the invalidation of preliminary
measures adopted and acts performed in Dispute A, and to that purpose, at the
signing of this Agreement, he shall deliver, together  with NARVAL AM
d.o.o. and STUDIO MILLENIUM d.o.o., the adequate original joint submissions to
the "Debtor", which he shall forward to the court on the first business day
following the signing hereof, and he shall also deliver to the Debtor the
evidence that the submissions have been filed at the competent court, not later
than the second business day following the execution hereof. The Parties
mutually determine that each Party shall bear its own costs of
Disputes.





2.3. The
"Debtor" undertakes to pay to the "Creditor" the stipulated amount of
compensation for the transfer of business shares pursuant to the "Agreement",
with no interest, within 10 days from the date of the signing hereof, as
follows:





- the
amount of HRK 111,700.00 (one hundred eleven thousand seven hundred kuna) to the
account of Mr. Richard Anthony Sheldon's proxy, the attorney Mr. Zoran
Krajinović, account number 2408002-1150000828 at the bank PARTNER BANKA d.d.
Zagreb.





The
stated amount is payable in full or in part by the Debtor, or by a third party
on his behalf, whereby the date of payment shall be the date on which the
irrevocable order was issued to the bank for the payment of the mentioned amount
to the abovementioned account, of which the Debtor shall inform the Creditor, on
the first business day following the issuance of the payment order, on the fax
No. 00 3851 6184 892, and within 2 business days after the issuance of the
payment order, deliver to the same fax number and send by mail the confirmation
of the bank of the payer that the funds were directed to the accounts of the
Creditors, and the Creditors receive the funds to their accounts upon that
order, unless the funds fail to arrive to the account of the Creditors due to a
preventable error or a fault of the bank.





2.4. The
Parties state that none of them has instituted nor shall institute any criminal
proceedings against the other side, its Affiliated Persons or present or former
shareholders or members, founders, proxies, procurators, directors, or other
employees of the Party or of its Affiliated Persons, nor has it initiated nor
shall initiate any procedure which might result in declaration of penal or
misdemeanour responsibility. The Parties state that, to their best knowledge,
the same actions have not been performed by any of their Affiliated Persons and
their and present or former shareholders or members, founders, proxies,
procurators, directors, or other employees.





2.5. The
Parties mutually undertake to additionally deliver to one another or to third
parties any such document, deed etc., as might be necessary to the other Party
for the termination of a Dispute, administrative procedure, Existing business or
other legal relation, other than documents representing business secret. Every
Party undertakes and guarantees to make certain that the Affiliated Persons and
their respective successors and proxies perform and deliver every such
additional deed, document, assignment or guarantee and undertake any other
action as may be necessary or otherwise reasonably requested by the other Party,
all in order to confirm and ensure the rights and obligations stipulated herein,
and in order for the effect hereof to be complete.





2.6. The
Parties mutually agree that every side is responsible to other sides for the
damage caused by violations of the obligations of the Affiliated Person by its
Affiliated Person. The responsibility shall be joint and several with the
Affiliated Person who caused the damage if this Affiliated Person has obliged
itself, separately and directly, to the injured Party to observe the Obligations
of the Affiliated Persons. The Party is also responsible for the accuracy of the
statement of its Appointed Affiliated Person, jointly and severally with its
Appointed Affiliated Person.





2.7. If,
by a final court decision or in another way, other than under this Agreement or
by a written amendment hereto with a certified signature, any Party or its
Affiliated Person acquires the right to fulfil any monetary or non-monetary
claim as described in Article 2.1. hereof, the Parties state that neither they
nor any of their Affiliated Persons shall initiate any procedure for the purpose
of exercising that right, save the right to the collection of the claim of
GLOBAL KOMUNIKACIJE d.o.o. from the Agreement mentioned in Art. 5.4. hereof, and
the right to the collection of the claim of NARVAL AM d.o.o. and STUDIO
MILLENIUM d.o.o. against the Debtor from the Agreement mentioned in Art. 5.5.
hereof.





The
Parties also state that if, after the entry into force hereof, bankruptcy or
liquidation proceedings of the Company are initiated, neither they nor any of
their Affiliated Persons shall register their claims in that procedure. The
Creditor guarantees and confirms that the rights, the claims and the requests
which he or his Affiliated Persons might have against the Debtor or against his
Affiliated Persons pursuant to Art. 2.1. hereof and which terminate, that is are
replaced with new obligations, pursuant to that Article hereof, had not been
transferred nor ceded to third parties prior to the entry into force hereof, and
that the mentioned rights do not pertain to other persons on any grounds. The
Creditor also guarantees and confirms that neither he nor the Affiliated Persons
of the Creditor have initiated, filed a motion for, nor do they conduct any
court or arbitration disputes or proceedings, or any other procedure before a
competent body, against the Debtor or against his Affiliated Persons, and that
there are no grounds for such actions.





2.8. The
Parties mutually agree and guarantee that neither they nor their Affiliated
Persons have any other monetary or non-monetary claim against the other Party or
against its Affiliated Person, other than the claims of the Creditors from this
Agreement, and the claim of GLOBAL KOMUNIKACIJE d.o.o. against NOVA TV d.d. and
OPERATIVNA KOMPANIJA d.o.o. and their affiliated persons, from the Agreement
mentioned in Art. 5.4. hereof, and the claim of NARVAL AM d.o.o. STUDIO
MILLENIUM against the Debtor, from the Agreement mentioned in Art. 5.5. hereof,
nor are they aware of any such claims which a third party might have against the
other Party or against its Affiliated Person.





ENTRY
INTO FORCE




Article
3





3.1. This
Agreement is concluded, applied and enters into force when it has been signed by
the legal representatives of the parties or by their proxies, and certified as
to signatures by the notary public.





3.2. The
parties mutually establish that this agreement does not apply to the business
cooperation between the Debtor NOVA TV d.d. and the Affiliated Person of the
Creditor, GRP Media d.o.o., relating to the advertising of the client Beiersdorf
d.o.o. within the programme of the Debtor NOVA TV d.d. under the conditions from
the Investment Term Sheet signed for the period from 01/04/2007 to 31/03/2009
from which business cooperation arose the debt of the company GRP Media d.o.o.
against the Debtor NOVA TV d.d. which on 31/10/2007 amounts to HRK 837,015.57
(VAT included). Also, this agreement does not apply to the business cooperation
between the Debtor NOVA TV d.d. and the Affiliated Person of the Creditor, GRP
Media d.o.o., relating to the advertising of the clients Grudska pivovara d.o.o.
and UNDP (United Nations Development Program) and from which business
cooperation arose the debt against the Debtor NOVA TV d.d. which on 31/10/2007
amounts to HRK 121,113.67 (VAT included).








GOVERNING
LAW





Article
4





4.1. Any
dispute arising from this Agreement, which cannot be resolved by the Parties in
an amicable manner, shall be resolved by the regular competent court in Zagreb,
with Croatian law as governing law.








FINAL
PROVISIONS





Article
5





5.1. Upon
the entry into force and the fulfilment hereof, the Parties shall inform the
public thereof by a joint communication, emphasising the achievement of mutual
satisfaction and understanding, and further successful cooperation. Should one
of the Parties or its Affiliated Person inform the public of this Agreement, of
the agreement of the parties to this Agreement, or of the termination of
Disputes without the consent of the other Party, such act shall be considered
disturbance of business performance of the other Party, and the provisions of
the following Article 5.2. shall apply. If the public is notified of this
Agreement, of the agreement of the parties to this Agreement, or of the
termination of Disputes by an Affiliated Person of the Debtor - Central European
Media Enterprises Ltd, such conduct shall not be considered disturbance of
business performance of the other Party, to the extent in which the respective
person is legally obliged to perform such notification to the public, or forced
to do so by the rules of the stock exchange on which its shares are
quoted.





5.2. The
"Creditor" and the "Debtor" undertake that neither they nor their Affiliated
Persons shall, after the conclusion hereof, directly or indirectly adversely
affect or attempt to affect the business performance or disturb the business
performance of the other side or disturb the business performance of the
Affiliated Persons of the other side, regardless of whether the business
performance takes place between the Parties, between the Parties and their
Affiliated Persons or between any of the stated persons and third parties. Any
reference by a Party or by its Affiliated Person before third parties, in
public, or before the competent court or body (other than when the Party refers
to this Agreement before the competent court or body for protection from adverse
influence to the business performance or due to disturbance of business
performance of the respective Party or of its Affiliated Person), to the rights
that cease pursuant to this Agreement, i.e. that are replaced by new
obligations, or to such new obligations, which represents the grounds for
liability for damage of the other Party, is also considered disturbance of
business performance of one Party or of its Affiliated Person. If one Party or
its Affiliated Person causes damage to the other Party by its adverse influence
in the manner described above, it is obliged to compensate this damage to the
other party.





5.3. The
Parties mutually agree that each Party is also responsible to the other Party
for the damage caused by the mentioned disturbance of business performance of
the other Party, in the case that such disturbance was incurred by actions or
failures of its Affiliated Persons.





5.4. By
the conclusion of this Agreement, the Parties confirm that they are aware that,
simultaneously with the conclusion hereof, the company GLOBAL KOMUNIKACIJE
d.o.o. on one side and the companies NOVA TV d.d. and OPERATIVNA KOMPANIJA
d.o.o. on the other side have concluded another Agreement, with the content as
scheduled in Schedule 2 hereto. The Creditor, as Affiliated Person of the
Creditor from the Agreement of Global komunikacije, explicitly confirms that he
is aware of all the obligations of the Affiliated Persons under that Agreement
and that he is personally and directly responsible for these obligations. This
Agreement shall be scheduled to the Agreement concluded between GLOBAL
KOMUNIKACIJE d.o.o. on one side and the companies NOVA TV d.d. and OPERATIVNA
KOMPANIJA d.o.o. on the other side.





5.5. By
the conclusion of this Agreement, the Parties confirm that they are aware that,
simultaneously with the conclusion hereof, an Agreement of identical content has
been concluded between the Debtor and the companies NARVAL AM d.o.o., and STUDIO
MILLENIUM d.o.o., upon the entry into force of which the Debtor shall be the
sole member and the lawful holder of a 100% share in the Company.





5.6.
Simultaneously with the execution hereof, the Parties hand over to each other
the originals of the Statements, given in person or by certified powers of
attorney of the proxies, of the following Affiliated Persons of the Creditor:
GRP MEDIA d.o.o., Zagreb, Mr. Ivan Ćaleta from Zagreb, Mr. Damir Tus from
Crikvenica, Mr. Neven Čičko from Zagreb, Mr. Ivan Blažičko from Zagreb, Ms.
Darinka Bakran from Zagreb, Mr. Vlado Pukanić from Velika Gorica, with the
content as in the text from Schedule 3 hereto, certified as to content by a
notary public, and the originals of the Statements of the following Affiliated
Persons of the Jointly and Severally Liable Debtors: Mr. Marijan Jurenec from
the Republic of  Slovenia, Radomlje, Prečna ulica 1, Mr. Tadej Horžen
from the Republic of Slovenia, 8263 Cerklje ob Krki, Cerklje ob Krki 72, Mr.
Dražen Mavrić from Zagreb, Srebrnjak 119a, Mr. Branko Čakarmiš from the Republic
of Slovenia, 5271 Vipava, Cesta 18. aprila 3, with the content as in the text
from Schedule 3 hereto, certified as to content by a notary public.








Article
6





6.1. This
Agreement in concluded in 8 copies in Croatian, four copies for each
Party.








Article
7





7.1. In
sign of acceptance of the rights and obligations hereunder, the "Creditor" and
the "Debtor" have set their hands to it.








In
      Zagreb, 26/11/2007Richard
      Anthony Sheldon/s/ Zoran KrajinovićAttorney,
      Mr. Zoran KrajinovićNOVA
      TV d.d./s/ Dražen MavrićChairman
      of the Board, Mr. Marijan Jurenec by the proxy Mr. Dražen
      Mavrić/s/ Dražen MavrićMember
      of the Board, Mr. Dražen Mavrić