Exhibit
10.43








GLOBAL
KOMUNIKACIJE d.o.o. Zagreb, Ulica grada Vukovara 269 d, represented by the
procurator Ms. Darinka Bakran,








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 special power of
attorney dated 26/11/2007 (the twenty-sixth of November two thousand and seven),
and the member of the Board Mr. Dražen Mavrić,








OPERATIVNA
KOMPANIJA d.o.o. Rijeka, Nikole Tesle 2, represented by the director Mr. Tadej
Horžen and the temporary manager Mr. Neven Čičko,





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 stated herein below shall have the
meaning and the content as determined by this Article:





"Creditor":
GLOBAL KOMUNIKACIJE d.o.o. Zagreb, Ulica grada Vukovara 269, entered in the
register of the Commercial Court in Zagreb, under the registration No. of entity
(MBS): 080020111.





"Jointly
and Severally Liable Debtors":





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.





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.





"Debtor":





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





"Parties"
are Jointly and Severally Liable Debtors, or one Jointly and Severally Liable
Debtor or 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 "Jointly and Severally Liable Debtors",
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 the circumstance of direct or indirect holding of a business share or
shares of the company. Appointed Affiliated Persons of the Creditor and of the
jointly and Severally Liable Debtors are also considered Affiliated
Persons.





"Appointed
Affiliated Persons of the Creditor" are GRP MEDIA d.o.o., Zagreb, NARVAL AM
d.o.o., Zagreb, STUDIO MILLENIUM d.o.o., Zagreb, together with their
subsidiaries and affiliated companies, and Mr. Ivan Ćaleta from Zagreb, director
of the Creditor, Mr. Richard Anthony Sheldon from Great Britain, London W14 8NL,
12 Tollard House, 388 Kensington High Street, 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 Jointly and Severally Liable Debtors" 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 No. 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, due to the nature of the obligation and to the
circumstances, an Affiliated Person may also be responsible, as well as any
obligation for which an Affiliated Person may explicitly be 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 Appointed Affiliated Person of the Creditor and
of the Jointly and Severally Liable Debtors, which persons are stated in Art.
7.3. hereof, is also to give a true and complete Statement of the Affiliated
Person, with the obligatory wording as in Schedule 3 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 Affiliated Persons of the
other side, which includes, but is not limited to acts, legal basis of acts,
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.





"Disputes"





A.        Dispute
before the Commercial Court in Zagreb, filed under No. P-4250/2004, pursuant to
the claim of OPERATIVNA KOMPANIJA d.o.o. against GLOBAL KOMUNIKACIJE d.o.o.,
represented by the attorney Tanja Vranjican and the substitute proxy, attorney
Zoran Krajinović, and the counter-claim of GLOBAL KOMUNIKACIJE d.o.o.,
represented by the attorney Tanja Vranjican and the substitute proxy, attorney
Zoran Krajinović, against OPERATIVNA KOMPANIJA d.o.o., in which dispute a
non-final judgment of first instance was passed on 12/07/2006, rejecting the
claim of OPERATIVNA KOMPANIJA d.o.o., and accepting the counter-claim of GLOBAL
KOMUNIKACIJE d.o.o., pursuant to which OPERATIVNA KOMPANIJA d.o.o. is obliged to
pay to GLOBAL KOMUNIKACIJE d.o.o. the amount of HRK 68,444,562.00 (sixty-eight
million four hundred forty-four thousand five hundred and sixty-two Croatian
kuna) with legal default interest from 01/12/2004 (the first of December two
thousand and four) until repayment, which shall amount, on 30/09/2007 (the
thirtieth of September two thousand and seven), to HRK 101,955,851.65 (hundred
and one million nine hundred fifty-five thousand eight hundred fifty-one
Croatian kuna and sixty lipa), and to compensate the costs of litigation in the
amount of HRK 737,000.00 (seven hundred thirty-seven thousand Croatian
kuna).





B.        Dispute
before the Commercial Court in Zagreb, filed under No. P-4144/2005, pursuant to
the claim of GLOBAL KOMUNIKACIJE d.o.o., represented by the attorney Tanja
Vranjican, against NOVA TV d.d., in which dispute a non-final judgment of first
instance was passed on 01/08/2006 (the first of August two thousand and six),
accepting the claim of GLOBAL KOMUNIKACJE d.o.o., pursuant to which NOVA TV d.d.
is obliged to pay to GLOBAL KOMUNIKACIJE d.o.o. the amount of HRK 68,444,562.00
(sixty-eight million four hundred forty-four thousand five hundred sixty-two
Croatian kuna), with legal default interest from 01/12/2004 (the first of
December two thousand and four) until repayment, which shall amount, on
30/09/2007 (the thirtieth of September two thousand and seven), to HRK
101,955,851.65 (hundred and one million nine hundred fifty-five thousand eight
hundred fifty-one Croatian kuna and sixty lipa), and to compensate the costs of
litigation in the amount of HRK 244,000.00 (two hundred forty-four thousand
Croatian kuna).





C.        Dispute
before the Commercial Court in Zagreb, filed under No. P-426/2007, pursuant to
the claim of NOVA TV d.d. against GLOBAL KOMUNIKACIJE d.o.o., represented by the
Law Firm Župić & Partners for the declaration of nullity, in which a
non-final decision of first instance was passed, rejecting the claim of the
plaintiff, and ordering him to compensate to the defendant the costs of
litigation amounting to HRK 366,000.00 (three hundred sixty-six thousand
Croatian kuna).





D.        Any
other dispute or procedure between the Creditor and one or both Jointly and
Severally Liable Debtors or their Affiliated Persons, filed before the court or
another competent body, including bankruptcy or liquidation proceedings of a
particular Party or of its Affiliated Person, procedures of adopting preceding
and preliminary measures, administrative procedures, and disputes or other
similar procedures.





E.        Any
other dispute filed by the Creditor, his Appointed Affiliated Person and/or
Jointly and Severally Liable Debtors, their Appointed Affiliated Persons,
against the founders, directors, shareholders or members, proxies, procurators,
and/or employees or former founders, directors, shareholders or members,
proxies, procurators, and/or employees of the other side.





F.        Any
preliminary measure, administrative procedure or other similar procedure filed
by one side against the other, or initiated at the motion of one side against
the other.





"New
Amount of Obligation": the amount of EUR 7,500,000.00 (seven million five
hundred thousand euro) in HRK counter value at the mid exchange rate of the
Croatian National Bank at the end of the business day prior to the date of
payment, as compensation of damage for termination of the Agreements from
"Disputes A and B"





"Full
Amount of Obligation": the amount of HRK 101,955,850.00 (hundred and one million
nine hundred fifty-five thousand eight hundred and fifty Croatian kuna), as
compensation of damage for termination of the Agreements from "Disputes A and
B"





"Advertising
Time": the advertising time at NOVA TV in the value of HRK 14,730,000.00
(fourteen million seven hundred thirty thousand Croatian kuna), on the date of
its realisation - broadcasting at NOVA TV, which is being ceded as compensation
of damage for termination of the Agreements from "Disputes A and B", to the
"Creditor" without compensation, in accordance with the Agreement from Schedule
1, which is a component part hereof and which shall be signed simultaneously
with the entry into force hereof, and the "Creditor" can use the ceded time for
his clients, not later than 31/12/2009 (thirty first December two thousand and
nine), in accordance with the conditions of the Agreement from Schedule
1.








SUBJECT
OF THE AGREEMENT





Article
2





2.1. By
this Agreement, the Parties resolve the "Disputes" and all of their mutual
relations and claims created up to the date of conclusion hereof, including
relations between a Party and Affiliated persons of the other Party or Parties,
which arise from or could arise from or are connected with Disputes A through F,
including the main claim, the interest, the costs of litigation and the costs of
representation.





By this
Agreement, the Parties also resolve all other existing mutual relations from the
Existing business or other legal relation of the Parties, from which could arise
any other claim, 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 the entry into force hereof, all of the mentioned claims are
completely abolished, and the Parties simultaneously replace them with the new
obligations of "Jointly and Severally Liable Debtors" or of the "Debtor" towards
the "Creditor", which are regulated hereby, and which represent the obligation
of payment of the "New Amount of Obligation" and the obligation of
non-collectable cession of "Advertising Time".





2.2.
Pursuant to the will of both Parties, this Agreement terminates all the existing
and future obligations of the Parties arising from Disputes stated in A through
F, including the main claim, the interest, the costs of litigation and the costs
of representation, as well as any existing mutual obligations of the Parties,
including any obligations between a Party and Appointed Affiliated Persons of
the other Party or Parties, based on the "Existing business or other legal
relation of the Parties", by replacing them with the obligation of payment of
the "New Amount of Obligation" and of the cession of "Advertising Time". The
claims of the companies NARVAL A.M. d.o.o., STUDIO MILLENIUM d.o.o. and of Mr.
Richard Anthony Sheldon against NOVA TV d.d. from Art. 2.3. of the Agreement as
described in Art. 7.2. hereof are not cancelled by the execution
hereof.





2.3.
"Jointly and Severally Liable Debtors" OPERATIVNA KOMPANIJA d.o.o. and NOVA TV
d.d. undertake, not later than within 20 (twenty) business days from the date of
entry into force (certification as to content) hereof, pursuant to Art. 7.1, but
not prior to the fulfilment of the conditions from Art. 7.2. hereof, to pay the
"New Amount of Obligation", by paying EUR 7,500,000.00 (seven million five
hundred thousand euro) in HRK counter value at the mid exchange rate of the
Croatian National Bank at the end of the business day prior to the date of
payment, to the "Creditor", to the account of the "Creditor" GLOBAL KOMUNIKACIJE
d.o.o., Zagreb, Ulica Grada Vukovara 269 d, account number: 2402006-1100500355,
opened at Erste & Steiermärkische Bank d.d., Rijeka, branch office Zagreb,
Ulica grada Vukovara 269 d, or in case of foreign remittance of the amount of
EUR 7,500,000.00  (seven million five hundred thousand euro), by
disbursement to the foreign exchange account of the "Creditor" GLOBAL
KOMUNIKACIJE d.o.o., Zagreb, Ulica Grada Vukovara 269 d, open at Erste &
Steiermärkische Bank d.d. Rijeka, branch office Zagreb, Ulica grada Vukovara 269
d, IBAN: HR 6924020061100500355, SWIFT code: ESBCHR22.





The
stated amount may be paid in full or in part by any of the Jointly and Severally
Liable Debtors, or by a third party on their behalf. The date of payment of the
"New Amount of Obligation" shall be the date on which the irrevocable order was
issued to the bank for the payment of the "New Amount of Obligation" to the
above stated account, whereof the Creditor shall be informed by the Jointly and
Severally Liable Debtors or by one of them, on the first business day after the
issuing of the payment order, on the fax No. 00 3851 6184 892, and within 2
business days upon the issuing 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 Creditor, and the Creditor receives the
funds to his account upon that order, unless the funds are not received on the
account of the Creditor due to a preventable error or a fault of the
bank.





2.4.
Apart from the payment of the "New Amount of Obligation", by this Agreement the
Jointly and Severally Liable Debtor NOVA TV d.d. cedes to the "Creditor" the
"Advertising Time", for the purpose of which Nova TV d.d. and the Creditor shall
conclude the agreement from Schedule 1 hereto, simultaneously with the signing
and the certification as to content hereof, i.e. with its entry into force in
accordance with Art. 7.1. The agreement from Schedule 1 shall not enter into
force until the conditions from Art. 7.2. hereof has been fulfilled. The Parties
mutually determine that OPERATIVNA KOMPANIJA d.o.o. is not a debtor nor a
jointly and severally liable debtor of the obligation of Advertising
Time.





2.5. The
Parties state that neither of them has instituted nor shall institute any
criminal proceedings against the other side, its Affiliated Person or present or
former shareholders or members, founders, proxies, procurators, directors, or
other employees of a Party or of an Affiliated Person, nor has it initiated nor
shall initiate any procedure which might result in the 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 nor
by their present or former shareholders or members, founders, proxies,
procurators, directors, or other employees.





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
undertaken, separately and directly, towards 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. The
Parties mutually establish and guarantee that neither they nor their Affiliated
Persons hold any other monetary or non-monetary claim against the other Party or
against its Affiliated Person, other than the claims of the Creditor from this
Agreement and the claims of the companies NARVAL A.M. d.o.o., STUDIO MILLENIUM
d.o.o. and of Richard Anthony Sheldon against NOVA TV d.d., from Art. 2.3. of
the Agreement as described in Art. 7.2. hereof, nor are they aware of any such
claims of third parties against the other Party or against its Affiliated
Person.





FULFILMENT





Article
3





3.1. In
the event that this Agreement enters into force, and "Jointly and Severally
Liable Debtors" fail to fulfil, upon maturity, their monetary obligation as
determined by Art. 2.3. hereof, the "Creditor" shall, pursuant to this
Agreement, be authorised to initiate enforcement proceedings, with the aim of
enforcing the collection of the "Full Amount of Obligation", that is the amount
of HRK 101,955,850.00 (hundred and one million nine hundred fifty-five thousand
eight hundred and fifty Croatian kuna), reduced for the paid part of the "New
Amount of Obligation" and for the value of the ceded and so-far realised
(broadcast) Advertising Time. The Parties mutually determine that in case of
enforced collection of the "Full Amount of Obligation", the obligation of
"Advertising Time" from Art. 2.4., and the obligation of payment of the "New
Amount of Obligation" from Art. 2.3. shall cease, and all the obligations of the
Debtor and of Jointly and Severally Liable Debtors hereunder shall be considered
fulfilled.





3.2. In
the event that this Agreement enters into force, and the obligation of payment
of the "New Amount of Obligation" is completely fulfilled, but the Debtor NOVA
TV d.d. fails to fulfil its obligation as determined in Art. 2.4. hereof, the
Creditor GLOBAL KOMUNIKACIJE d.o.o. shall be authorised under this Agreement -
providing that he has previously informed NOVA TV d.d. in writing of the breach
of the provision from Art. 2.4. and advised it to fulfil the obligation from the
Agreement from Scehdule 1 hereof in an additional term of 10 (ten) business days
- to initiate enforcement proceedings for enforcing the collection of the amount
of EUR 2,000,000.00 (two million euro) in HRK counter value at the mid exchange
rate of the Croatian National Bank on the date of issuance of payment order,
reduced for the value of the ceded and realised (broadcast) "Advertising Time".
The enforced collection terminates the obligation of "Advertising Time" from
Art. 2.4., and all of the obligations of the Debtor and of Jointly and Severally
Liable Debtors hereunder are considered fulfilled. The Parties mutually
establish that, for the purpose of regulating the fulfilment of obligation of
"Advertising Time", the data and the reports of the agency from Art. 3 par. 4 of
the Agreement from Schedule 1 hereto, and the findings and the opinion of the
auditor in accordance with Art. 4 of the Agreement from Schedule 1 hereof shall
be considered relevant. Should Nova TV validly and reasonably terminate that
Agreement prior to its term, in accordance with the provisions of the Agreement
from Schedule 1 hereto, for reasons stated in Art. 14 of that Agreement, and in
the manner provided by the same provision , the Creditor shall lose its right to
the enforced payment of a 35% value of the remaining un-broadcast "Advertising
Time", while the remaining un-broadcast time can be collected in accordance with
the conditions of the Agreement from Schedule 1 hereto. A reasonable rejection
by NOVA TV of the broadcasting of the advertisements, for reasons stated in the
Agreement from Schedule 1 hereto shall not be deemed non-fulfilment of the
contractual obligations of NOVA TV d.d.





DISPUTES





Article
4





4.1. By
signing this Agreement and by its entry into force, the "Jointly and Severally
Liable Debtors" withdraw and waive their claims set forth in the "Disputes" A
and C, and are obliged to, on the first business day following the date of the
signing hereof, inform the court that they withdraw and waive the claims set
forth in "Disputes" A and C, and to that purpose, at certification as to content
and the signing hereof, they shall deliver to the Creditor the corresponding
original submissions on the withdrawal of the claim and on the waiving of the
claims, and the court or other competent body may be informed thereof by the
"Creditor", to which purpose he shall deliver to the court or to the competent
body a copy of this settlement and of the corresponding submission.





4.2A. By
signing this Agreement and by its entry into force, the "Creditor" withdraws and
waives the claims set forth in "Disputes" A and B, and is obliged, on the first
business day following the date of the singing hereof, inform the court that he
withdraws the claim and waives the claims set forth in "Disputes" A and B, and
to that purpose, at certification as to content and the signing hereof, he shall
deliver to each of the Jointly and Severally Liable Debtors the corresponding
original submissions on the withdrawal of the claim and on the waiving of the
claim, and the court or other competent body may be informed thereof by the
"Jointly and Severally Liable Debtors" or by one of them, to which purpose the
Jointly and Severally Liable Debtors or one of them may deliver to the court or
to other competent body a copy of this settlement and of the corresponding
submission.





4.2B. The
Parties are obliged to deliver to one another the corresponding submissions from
Article 4.1. and 4.2A., with the evidence of their receipt at the competent
court, not later than on the second business day following the entry into force
hereof.





4.3. The
Parties mutually undertake to additionally deliver 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. Each 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, cession or
guarantee, and to undertake all other actions as might be necessary or otherwise
reasonably requested by the other Party, all of the above in order to confirm
and ensure the rights and obligations stipulated herein, and in order for the
effect hereof to be complete.





4.4. Each
of the Parties shall bear its own costs of "Disputes".





4.5. If,
pursuant to a final court decision or otherwise, other than under this Agreement
or by a written amendment hereto certified as to content by the notary public,
any Party or any of its Affiliated Persons, acquires the right to the fulfilment
of any monetary or non-monetary claim described in Article 2.1. and/or Article
2.2. hereof, the Parties state that neither they nor any of their Affiliated
Persons shall initiate any proceedings for the realisation of this right. The
Parties also state that, should any bankruptcy or liquidation proceedings over
Operativna kompanija d.o.o. be initiated after the entry into force hereof,
neither they nor any of their Affiliated Persons shall file their claims in that
procedure, other than the claims of the Creditor against Operativna kompanija
pursuant to Art. 2.3. or Art 3.1. hereof. The Creditor guarantees and confirms
that the rights, the claims, and the requests which he or his Affiliated Persons
have against the Jointly and Severally Liable Debtors or their Affiliated
Persons pursuant to Art. 2.1. and/or Art. 2.2. hereof, and which terminate that
is are replaced with new obligations pursuant to these Articles, had not been
transferred nor ceded to third persons prior to the entry into force hereof, and
that the mentioned rights do not pertain to other persons on any grounds. The
Creditor also confirms that, according to his best knowledge, such rights,
claims, and requests have not been transferred to third persons by his other
Affiliated Persons, nor do they share them with other persons on any
grounds.





GOVERNING
LAW





Article
5





5.1. 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.








CERTIFICATION
AS TO CONTENT





Article
6





6.1. The
Parties undertake to submit this Agreement for confirmation (certification as to
content) to a notary public, in order for the Agreement to acquire the nature of
an enforcement deed.





6.2.
"Jointly and Severally Liable Debtors" agree that, in the event that the
"Jointly and Severally Liable Debtors" fail to fully pay the "New Amount of
Obligation" upon maturity, the "Creditor" may, pursuant to this Agreement,
initiate enforcement proceedings against one or both "Jointly and Severally
Liable Debtors", for enforced collection of the "Full Amount of Obligation",
that is of the amount of HRK 101,955,850.00 (hundred and one million nine
hundred fifty-five thousand eight hundred and fifty Croatian kuna), reduced for
the paid part of the "New Amount of Obligation", and for the value of the ceded
and realised (broadcast) Advertising Time.





6.3. The
amount of the due and unpaid claim of the "Creditor" from Art. 6.2. shall be
determined by the "Creditor", by a written and certified statement, and by the
confirmation of the bank of the "Creditor", by which the bank of the "Creditor"
shall confirm that the "New Amount of Obligation" has not been paid to the bank
account from Art. 2.3. hereof, within the term from Art. 2.3. hereof nor within
5 days after the lapse of that term, by the Jointly and Severally Liable Debtors
and/or by a third party on behalf of Jointly and Severally Liable
Debtors.





6.4. NOVA
TV d.d. agrees that, in the event that NOVA TV d.d. fails to fulfil the
obligations from the Agreement in Schedule 1 hereto, the "Creditor" GLOBAL
KOMUNIKACIJE d.o.o. may, pursuant to this Agreement, upon maturity and after
having advised as described under Art. 3.2., initiate enforcement proceedings
against NOVA TV d.d. for enforced collection of the amount of EUR 2,000,000.00
(two million euro) in HRK counter value at the mid exchange rate of the Croatian
National Bank on the date of issuance of the payment request, reduced for the
value of the ceded and broadcast "Advertising Time", calculated in accordance
with the provisions of the Agreement from Schedule 1.





6.5. The
amount of the due and unpaid claim of the "Creditor" from Article 6.4. shall be
determined by the "Creditor", by a written and certified statement, and by the
findings and the opinion of an auditor from KPMG Croatia d.o.o. za reviziju, who
shall, in accordance with Article 4 of the Agreement from Schedule 1 hereof,
having examined the documentation of the Debtor Nova TV d.d., of the Creditors
and of the relevant clients of the Creditors, confirm that the Debtor Nova TV
d.d. has failed to grant the conditions of advertising pursuant to Art. 4 par. 1
of the Agreement from Schedule 1 hereof, or pursuant to the evidence of delivery
of the media plan and the accepted offer to the Jointly and Severally Liable
Debtor NOVA TV d.d., in the manner and within the term from Art. 5 and 6 of the
Agreement from Schedule 1 hereof, and from the printout of GB NIELSEN MEDIA
RESEARCH d.o.o., or of another agency as stipulated by Art. 3 par. 4 of the
Agreement from Schedule 1 hereof, confirm that the ordered advertising has not
been performed. The evidence of a duly performed obligation of cautioning the
Debtor NOVA TV d.d. pursuant to Art. 3.2. hereof, and the findings and the
opinion of the auditor from KPMG Croatia d.o.o. za reviziju, confirming the
calculation of the mature and unpaid claim of the Creditor have to be enclosed
to the statement of the Creditor, or of another internationally recognized
auditor of an important reputation, with the adequate experience and with the
authority to perform this  activity in the Republic of Croatia, if
KPMG Croatia d.o.o. fails to draw the findings and the opinion within 39
business days, starting from the date on which the Creditor delivered to that
auditor, by registered mail against receipt, the complete order for the drawing
of the findings and of the opinion, together with all the documentation
necessary for the drawing of the findings and of the opinion. The findings of
the auditor do not have to be enclosed with the statement of the Creditor if the
Creditor and the Debtor agree on the manner of calculation of the claim. In this
case, the Creditor shall deliver the agreed calculation of the claim signed by
the legal representatives of the Creditor and the Debtor Nova TV
d.d.





ENTRY
INTO FORCE





Article
7





7.1 This
Agreement shall enter into force when it has been signed by the legal
representatives of the Parties and by the temporary manager of the Jointly and
Severally Liable Debtor OPERATIVNA KOMPANIJA d.o.o., and confirmed (certified as
to content) by a public notary in the Republic of Croatia.





7.2. The
obligation of payment of the "New Amount of Obligation" from Art. 2.3. hereof
shall not become due before the Agreements (the texts of which, with the
obligatory content thereof, are scheduled hereto as Schedule No. 2) between the
companies Narval A.M. d.o.o., Studio Millenium d.o.o. and Mr. Richard Anthony
Sheldon on one side and the company NOVA TV d.d. on the other side have been
concluded and have entered into force. The Agreement described in Art. 2.4.
hereof and enclosed as Schedule 1 shall not enter into force before the
Agreements (the texts of which with the obligatory content thereof are scheduled
hereto as Schedule No. 2) between the companies Narval A.M. d.o.o., Studio
Millenium d.o.o. and Mr. Richard Anthony Sheldon on one side and the company
NOVA TV d.d. on the other side have been concluded and have entered into
force.





7.3.
Simultaneously with the signing hereof, each Party shall hand over to the other
Party 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., 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 wording as in the
text from Schedule 3 hereof, 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 wording as in the text from Schedule 3 hereto, certified as
to content by a notary public.





7.4.
Simultaneously with the signing hereof, the Creditor delivers to the Jointly and
Severally Liable Debtors the  Resignation of Mr. Neven Čičko from the
position of the temporary manager of the Jointly and Severally Liable Debtor
OPERATIVNA KOMPANIJA d.o.o., with the wording as in the text from Schedule 3
hereof, certified as to the signature of the person resigning by a Croatian
notary public.





7.5.
Simultaneously with the signing hereof, the Parties hand over to one another the
submissions mentioned in Art. 4.1. and 4.2.A hereof.








FINAL
PROVISIONS





Article
8





8.1.
After 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 the 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 8.2 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 Jointly and Severally
Liable Debtor - Central European Media Enterprises Ltd, such conduct shall not
be considered disturbance of business performance of the other Party, to the
extent to which the respective person is obliged by law 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.





8.2. The
"Creditor" and the "Jointly and Severally Liable Debtors" undertake that, after
the conclusion and the entry into force hereof, neither they nor their
Affiliated Persons shall 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 and/or by its
Affiliated Person before third parties, in public or before a competent court or
body (other than if the Party refers to this Agreement before the competent
court or body for protection from adverse influence on the business performance
or due to disturbance of business performance of the respective Party or or its
Affiliated Person), to the rights that cease pursuant to this Agreement, i.e.
that are replaced by new obligations, or to these new obligations, which
represents grounds for liability for damage of the other Party, is also
considered disturbance of business performance of the other Party and/or its
Affiliated Person. If a 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.





8.3. The
Parties mutually determine that, pursuant to Art. 2.6 hereof, each Party is also
liable to the other Party for any damage incurred by the mentioned disturbance
of business performance of the other Party, in the case that such disturbance
was performed by acts or failures of its Affiliated Persons.





Article
9





9.1. The
Parties mutually determine that the provisions of Art. 2.1., 2.2., and Art. 4.2.
hereof shall not apply to any business relations of the Parties, as might arise
between the Parties after the execution and certification as to content
hereof.





9.2. The
parties mutually establish that this agreement does not apply to the business
cooperation between the Jointly and Severally Liable Debtor NOVA TV d.d. and the
Affiliated Person of the Creditor, the company GRP Media d.o.o., regarding the
advertising of the client Beiersdorf d.o.o. within the programme of the Jointly
and Severally Liable Debtor NOVA TV d.d., under the conditions from the
Investment Term Sheet signed for the period from 01/04/2007 (the first of April
two thousand and seven) to 31/03/2009 (the thirty first of March two thousand
and nine), from which business cooperation arose the debt of the company GRP
Media d.o.o. against the Jointly and Severally Liable Debtor NOVA TV d.d., which
on 31/10/2007 (the thirty first of October two thousand and seven) amounts to
HRK 837,015.57 (eight hundred thirty-seven thousand fifteen Croatian kuna and
fifty-seven lipa) (VAT included). This agreement also does not apply to the
business cooperation between the Jointly and Severally Liable Debtor NOVA TV
d.d. and the Affiliated Person of the Creditor, the company GRP Media d.o.o.,
referring to the advertising of the clients Grudska pivovara d.o.o. and UNDP -
Zagreb (United Nations Development Program) and from which business cooperation
arises the debt against the Jointly and Severally Liable Debtor NOVA TV d.d.,
which on 31/10/2007 (the thirty first of October two thousand and seven) amounts
to HRK 121,113.67 (one hundred twenty-two thousand one hundred and thirteen
Croatian kuna and sixty seven lipa) (VAT included).





Article
10





10.1.
This Agreement has been concluded in 12 (twelve) copies in Croatian, four copies
for each Party.





Article
11





11.1. In
sign of acceptance of the rights and obligations hereunder, the "Creditor" and
the "Jointly and Severally Liable Debtors" have set their hands to
it.





In
      Zagreb, 26/11/2007GLOBAL
      KOMUNIKACIJE d.o.o./s/ Darinka BakranProcurator,
      Ms. Darinka BakranNOVA
      TV d.d./s/ Dražen MavrićChairman
      of the Board, Mr. Marijan Jurenecby
      the proxy, Mr. Dražen Mavrić/s/ Dražen MavrićMember
      of the Board, Mr. Dražen MavrićOPERATIVNA
      KOMPANIJA d.o.o./s/ Tadej HorženDirector,
      Mr. Tadej Horžen/s/ Neven ČičkoTemporary
      Manager, Mr. Neven Čičko