Exhibit
10.44








Narval
A.M. d.o.o., Zagreb, Ulica grada Vukovara 269/D, represented by the proxy Mr.
Mate Matić, attorney from Zagreb, pursuant to the power of attorney dated 26
November 2007





Studio
Millenium d.o.o., Zagreb, Kneza Mislava 2, represented by the proxy Mr. Ante
Župić, attorney from Zagreb, pursuant to the power of attorney dated 26 November
2007








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 the limited power of attorney 26/11/2007
(the twenty-sixth of November two thousand and seven) by Mr. Dražen Mavrić, 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:





"Creditors":
Narval A.M. d.o.o., Zagreb, Ulica grada Vukovara 269/D, entered in the register
of the Commercial Court in Zagreb, under the registration No. of entity (MBS):
080036567, Studio Millenium d.o.o., Zagreb, Kneza Mislava 2, entered in the
register of the Commercial Court in Zagreb, under the registration No. of entity
(MBS): 080418815.





"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 a particular Creditor or the Creditors 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 "Creditors" 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 Creditors and the Debtor are also considered Affiliated
Persons.





"Appointed
Affiliated Persons of the Creditors" are GRP MEDIA d.o.o., Zagreb, together with
its subsidiaries and affiliated companies, and Mr. Ivan Ćaleta from Zagreb, 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 Creditors.





"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 Creditors and
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 (the twenty-fourth of May two thousand and
six), 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 (eleven hundred and seventeen slash forty-four hundred and
sixty-eight) of the part of the basic capital of the company in favour of Narval
and Mr. Richard Anthony Sheldon, and which represent 1111/4468 (eleven hundred
and eleven slash forty-sour hundred and sixty-eight) 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 (forty-four thousand and
seventy Croatian kuna) 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 (the twenty-seventh of July two thousand and six),
forbidding the Debtor to alienate and to dispose of the total of 6 business
shares, which together represent 3345/4468 (thirty-three hundred forty-five
slash forty-four hundred sixty-eight) 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
(the eighteenth of December two thousand and six), 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 (the eighth of July two thousand and four),
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
the Dispute, including the main claim, the interest, the costs of litigation and
the costs of representation, save the claim of the company 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 Mr.
Richard Anthony Sheldon 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 existing mutual obligations of the Parties, including any obligations
between a Party and the 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 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 Mr. Richard Anthony Sheldon against the
Debtor from the Agreement stated in Art. 5.5. hereof.





2.2. By
signing this Agreement, the "Creditors" confirm that the "Debtor" is the lawful
holder of 50% (fifty percent) of business shares in the "Company", which
business shares had previously belonged to the stated Creditors, which makes the
Debtor the lawful holder of 75% (seventy-five percent) of business shares in the
Company, and state that they withdraw the claim and waive the claim from Dispute
A, and propose the invalidation of preliminary measures adopted and acts
performed in Dispute A, and to that purpose, at the signing of this Agreement,
they shall deliver the adequate original submissions to the "Debtor", which they
shall forward to the court on the second business day following the signing
hereof, and they 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 "Creditors" the stipulated amount of
compensation for the transfer of business shares pursuant to the "Agreement",
with no interest, within 10 (ten) days from the date of the signing hereof, as
follows:





A/ the
amount of HRK 111,700.00 (one hundred eleven thousand seven hundred kuna) to the
account of NARVAL AM d.o.o. account No. 2491005-1100002709 at the bank Credo
banka d.d. Split.





B/ the
amount of HRK 111,700.00 (one hundred eleven thousand seven hundred kuna) to the
account of STUDIO MILLENIUM d.o.o. account No. 2500009-1101001111 at the bank
HYPO ALPE-ADRIA-BANK 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
amounts to the abovementioned accounts, of which the Debtor shall inform the
Creditors, on the first business day following the issuance of the payment
order, on the fax No. 00 3851 6184 892, and within 2 (two) 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 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
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. If,
by a final court decision or in another way, other than under this Agreement or
by a written amendment hereto certified as to content by the notary public, 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 realisation of that right, save the right to the collection
of the claim of the company GLOBAL KOMUNIKACIJE d.o.o. from the Agreement
mentioned in Art. 5.4. hereof, and the right to the collection of the claim of
Mr. Richard Anthony Sheldon 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
Creditors guarantee and confirm that the rights, the claims and the requests
which they or their 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
Creditors also guarantee and confirm that neither they nor the Affiliated
Persons of the Creditors 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 Mr. Richard Anthony Sheldon
against the Debtor from the Agreement mentioned in Art. 5.5. hereof, and that
they are not aware of any such claims which a third party might have against the
other Party or against its Affiliated Person.








CERTIFICATION
AS TO CONTENT





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 their proxies, and certified as to
content by a 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., referring 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
(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 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 and fifteen Croatian kuna and fifty-seven
lipa) (VAT included). Also, this agreement does not apply to the business
cooperation between the Debtor NOVA TV d.d. and the Affiliated Persons of the
Creditor, the company GRP Media d.o.o., referring 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 (the thirty-first of October two thousand and seven)
amounts to HRK 121,113.67 (hundred and twenty-one thousand hundred and thirteen
Croatian kuna and sixty-seven lipa) (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
"Creditors" 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 one Party or by its Affiliated Person before third parties, in
public, or before the competent court or body (other than when a 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 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 its Affiliated Person. If one Party or of
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 Creditors 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 concluded another Agreement, with the content as
scheduled in Schedule 2 hereto. The Creditors, as Affiliated Persons of the
Creditor from the Agreement of Global komunikacije, explicitly confirm that they
are aware of all the obligations of the Affiliated Persons under that Agreement
and that they are 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 Creditors confirm that they are aware
that, simultaneously with the conclusion hereof, an Agreement of identical
content is concluded between the Debtor and Mr. Richard Anthony Sheldon, upon
the entry into force of which the Debtor shall be the sole member and the lawful
holder of a 100% (hundred percent) 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 16 (sixteen) copies in Croatian, four copies for each
Party.





Article
7





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














In
      Zagreb, 26/11/2007Narval
      A.M. d.o.o./s/ Mate MatićAttorney,
      Mr.  Mate MatićStudio
      Millenium d.o.o./s/ Ante ŽupićAttorney,
      Mr. Ante ŽupićNOVA
      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 Mavrić