Exhibit
10.40






TERMINATION
AGREEMENT






This
Agreement (this “Agreement”) is made
this 31st day of
January 2008 by and between:




(1)           Aleksandr
Rodnyansky, a resident of the Russian Federation, registered at 221, “Nikolino”
complex, Tagankovo 7, 2-e Uspenskoe shosse, Odintsovsky district, Moscow region,
Russian Federation, passport CH 316475, issued by Pechersk RU GU MVS of Ukraine
in the city of Kyiv on November 19, 1996 (“RODNYANSKY”);




(2)           Boris
Fuchsmann, a citizen of Germany, residing at Peter-Roos-Strasse 10, 40547
Düsseldorf, Germany, passport PD 500449454, issued on 18 July 2005 (“FUCHSMANN”);




(3)           International
Teleservices Ltd., a company organized under the laws of Belize with its
registered address at Morgan & Morgan Trust Corporation (Belize) Limited,
35A Region Street, City of Belize, Belize (together with any subsidiary or
affiliate thereof, “ITS”, and together
with RODNYANSKY and FUCHSMANN, the “RF
Participants”);




(4)           Central
European Media Enterprises Ltd., a company organized under the laws of Bermuda
with its registered address at Clarendon House, 2 Church Street, HM 11,
Hamilton, Bermuda (“CME
Ltd.”);




(5)           CME
Media Enterprises B.V., a company organized under the laws of the Netherlands,
located at: Dam 5b, 1012 JS Amsterdam, the Netherlands (“CME
BV”);




(6)           CME
Ukraine Holding GmbH, an indirect wholly-owned subsidiary of CME BV organized
and existing under the laws of Austria, located at Wagramer Str. 19, 19. Stock,
1220 Wien, Austria (“CME Ukraine
Holding”);




(7)           CET
21 s.r.o., a company incorporated under the laws of the Czech Republic, located
at: Krizeneckeho nam. 1078/5, PSC 152 00 Prague, Czech Republic, registered in
the Commercial Register of the Commercial Court of Prague, part C,
Register-No.10581 (“CET
21”);




(8)           Ukrainian
Media Services LLC, a limited liability company organized and existing under the
laws of Ukraine, identification code No. 33600071, located at 12 Melnykova
Street, Kyiv, Ukraine (“UMS”, and together
with CME Ltd., CME BV, CME Ukraine Holding and CET 21, the “CME
Parties”);









(9)           Broadcasting
Company “Studio 1+1 LLC”, a limited liability company organized and
existing under the laws of Ukraine, identification code No. 23729809, located at
7/11 Kreschatyk Street, Kyiv, Ukraine (“Studio 1+1”);




(10)         Foreign
Enterprise Inter-Media, a limited liability company organized and existing under
the laws of Ukraine, identification code No. 23389360, located at 42 Melnykova
Street, Kyiv, Ukraine (“Inter-Media”);




(11)         Innova
Film GmbH, a limited liability company organized and existing under the laws of
Germany, located at San Remo Str. 15, D-40210 Dusseldorf, Germany (“Innova”);




(12)         International
Media Services Ltd, a company limited by shares organized and existing under the
laws of Bermuda, located at Clarendon House, 2 Church Street, HM 1022, Hamilton,
Bermuda (“IMS”);
and




(13)         TV
Media Planet Ltd., a company organized under the laws of Cyprus, located at
Arch. Makariou III, 199, Neokleous House, P.C. 3030, Limassol, Cyprus (“TVMP”, and together
with Studio 1+1, Inter-Media, Innova and IMS, the “Studio 1+1
Group”),




(individually
a “Party” and
together the “Parties”).




WHEREAS:




A.         
The Parties have on the date hereof entered into a Framework Agreement (the
“Framework
Agreement”), pursuant to which the Parties have agreed to execute and
deliver this Termination Agreement and to perform the actions contemplated
hereby.




B.           In
connection with their respective shareholdings in, and employment or other
relationships with, members of the Studio 1+1 Group, the RF Participants
have in the past entered into various agreements and arrangements, contractual
or otherwise, with the Studio 1+1 Group and the CME Parties, including
but not limited to the agreements described in Annex 1 to this
Agreement (the “Group
Agreements”).




C.           In
connection with the transactions contemplated by the Framework Agreement (and as
a condition precedent to the closing of the transactions thereunder), the
Parties have agreed to terminate the Group Agreements as provided in this
Agreement and to enter into the undertakings provided herein.




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D.           The
CME Parties have entered into the Framework Agreement in part in reliance upon
the representations, warranties and covenants of the RF Participants set forth
herein.




NOW,
THEREFORE, in consideration of the foregoing recitals and the mutual
representations, covenants, warranties and agreements contained herein and in
the Framework Agreement, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the Parties hereto,
intending to be legally bound, agree as follows:




1.           Definitions and
Interpretation.




(a)           For
the purposes of this Agreement, and unless the context requires otherwise, the
following terms shall have the meanings given to them below or in the Clauses
indicated below:




“Affiliate” of a
Person means any Person that directly or indirectly through one or more
intermediaries, Controls, is Controlled by, or is under common Control with,
such Party.




“Amended Studio 1+1
Charter” means the amended and restated Charter of Studio 1+1 in the form
attached hereto in Part 1 of Annex 5.




“Business Day” means
any day (other than a Saturday or a Sunday) on which banks in London (England)
and Kyiv, Ukraine are open for business.




“Claim” means any
action, cause of action, chose in action, case, claim, potential claim,
counterclaim, potential counterclaim, right of set-off, indemnity, suit, debt,
dues, sum of money, account, guarantee, bond, covenant, controversy, lien,
contract, agreement, promise, representation, liability, variance, trespass,
injury, damage, harm, judgment, remedy, demand, loss, right or interest of any
kind or nature whatsoever, at law, in equity or otherwise, including, without
limiting the generality of the foregoing, claims for damages, attorney’s fees,
interest, costs, expenses, penalties and equitable relief, whether known or
unknown, suspected or unsuspected, however and whenever arising and in whatever
capacity and jurisdiction.




“Consultancy
Agreements” has the meaning set forth in Clause 7.




“Control” means the
power to direct or cause the direction of the management or policy of any
Person, directly or indirectly, through family relationship (if a natural
person), the holding of securities or other participation interests, by virtue
of an agreement or on other grounds, and “Controlling” and
“Controlled”
shall have the correlative meanings proceeding from this term.




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“General Meeting”
means the general meeting of participants in Studio 1+1.




“General Meeting
Resolution” means the resolution of the General Meeting attached hereto
in Part 2 of Annex
5.




“Governmental
Authority” means any state or any political subdivision thereof; any
entity, authority or body exercising executive, legislative, judicial,
regulatory or administrative functions on behalf of the state or its political
subdivision, including, without limitation, any government authority, ministry,
agency, department, board, commission or instrumentality and subdivisions
thereof; any court, tribunal or arbitrator; and any self-regulatory organization
acting on behalf of the state or itself pursuant to the rights granted thereto
by applicable Law.




“Law” means all
applicable (i) provisions of
all constitutions, treaties, statutes, laws, customs, codes, rules, regulations,
ordinances, orders and official opinions and interpretations of any Governmental
Authority, (ii) approvals of
any Governmental Authority, and (iii) orders,
decisions, injunctions, judgments, awards and decrees of or agreements with any
Governmental Authority.




“Loan and Pledge
Agreements” means the Group Agreements set forth in items 6 through 10
(inclusive) of Annex 1.




“Person” or “Persons” means any
physical person, corporation, general partnership, simple partnership, limited
partnership, limited liability partnership, limited liability company,
proprietorship, other business organization, trust, union, association or
Governmental Authority, whether incorporated or unincorporated.




“Supervisory Board”
has the meaning set forth in Clause 4 of this Agreement.




(b)           Unless
the context requires otherwise, capitalized terms used but not defined in this
Agreement shall have the respective meanings set forth in the Framework
Agreement.




2.           Terminations. With
effect on (i)
the Closing Date with respect to the Loan and Pledge Agreements and (ii) the date of
execution of this Agreement with respect to all Group Agreements other than the
Loan and Pledge Agreements, without further action by any Party and
notwithstanding any provision to the contrary, each and every provision of each
such Group Agreement shall terminate and no party to any such Group Agreement
shall have any right or obligation either under it or as a consequence of any
breach of it before, on or after the date of this Agreement and any party that
may have undertaken (by deed of adherence or otherwise) to be bound by all or
any of its provisions shall cease to be so bound. Without regard to the
generality of the foregoing, the Parties agree that to the extent any dispute
may arise with respect to any of the Group Agreements, such dispute will be
resolved pursuant to Clause 21 of this Agreement.




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3.           Release and
Discharge.




(a)           Subject
only to the occurrence of the Closing Date:




(i)         Each
of the Parties for itself and on behalf of any parent, subsidiary, Affiliate,
officer, director, agent, attorney, shareholder, partner, member, manager,
representative, employee, trustee predecessor, principal, successor-in-interest,
assignor or assignee of such party (collectively, the “Releasors”) forever,
knowingly, voluntarily and irrevocably release, acquit and discharge each
counter-party under any of the Group Agreements to which it is a party, together
with any parent, subsidiary, Affiliate, officer, director, agent, attorney,
shareholder, partner, member, manager, representative, employee, trustee
predecessor, principal, successor-in-interest, assignor or assignee of such
counter-party (collectively the “Releasees”) from any
Claims of any nature whatsoever, at law, in equity or otherwise, whether direct,
indirect, derivative or otherwise which have been asserted against any of the
Releasees or which, whether currently existing or not, known or unknown,
suspected or unsuspected, fixed or contingent, and whether or not concealed or
hidden, the Releasors ever could have asserted or ever could assert, in any
capacity, either for themselves or as an assignee, heir, executor, trustee, or
otherwise, or for or on behalf of any other person, against the Releasees,
arising out of, relating to or concerning the Group Agreements, including any
and all rights under the Group Agreements  and each of the Claims (all
such Claims, collectively, the “Released Claims”),
and on behalf of the Releasors unequivocally, unconditionally and irrevocably
agrees not to initiate or continue legal proceedings of any kind whatsoever with
respect to any Released Claim, or institute, assert, or threaten to assert any
Released Claim, provided that this
Clause 3 shall in no event have the effect to exclude any liability
whatsoever that arises as a result of any fraudulent or criminal act or omission
by any Releasee.




(ii)         Each
of the Parties further covenants and promises that it will not, and will use its
best efforts to cause the other Releasors not to, file, pursue or bring any
Released Claim in any judicial, arbitral or administrative forum against any one
or more of the Releasees; provided, however, that nothing herein will be
construed or deemed to release any covenants contained in, or claims for breach
of, this Agreement or any written amendments, supplements or modifications
thereto.  The Parties hereto expressly agree that a breach or an
alleged breach of this Agreement will neither give rise to nor resurrect any
right to sue on the Released Claims.




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(iii)                   
Without prejudice to the generality of Clause 3(a)(i), it is expressly agreed
and accepted by the Parties that the foregoing releases are and are intended to
be a general release of all claims of the Releasors against the Releasees in
respect of the matters referred to in that clause, and the Parties hereby
expressly waive any rights that they may have with respect to any Claims which
they do not know or suspect to exist at the time of executing this Agreement,
even those Claims which if known might have materially affected this Agreement.
To the extent that legislation or any principles of Law might provide otherwise
than the first sentence of this clause, such legislation and principles are (to
the extent permitted by Law) hereby expressly waived and excluded by each of the
Parties to this Agreement, who admit to full knowledge and understanding of the
consequences of such waiver and exclusion.




(iv)                   
The Parties recognize that this Agreement was negotiated between them as equals,
that each was represented by competent counsel of its own choosing and that no
one of them will be considered to have drafted this Agreement for purposes of
resolving any ambiguities against that party.




(b)           The
Parties acknowledge that the arbitration
proceedings initiated against RODNYANSKY and FUCHSMANN on December 23, 2005 (ICC
case No14181/RCH/JHN), including the Cross Action brought by RODNYANSKY
and FUCHSMANN against the CME Parties on September 4, 2007, and all related
counter-claims, cross-claims and other proceedings among the Parties (the “Arbitration
Proceedings”) have been suspended until February 28, 2008, and agree that
in the event that the Closing Date has not occurred prior to such date, the
Parties shall seek such further extensions within five (5) Business Days of
expiration of any such extension period until the earlier of the Closing Date
and the termination of this Agreement. Within five (5) Business Days of the
Closing Date, the Parties agree to take such steps as may be required to
terminate the Arbitration Proceedings, and the Parties further agree, subject to
the Closing Date occurring, that the obligations in respect of (i) the Studio 1+1
Agreement among RODNYANSKY, FUCHSMANN and CME Ukraine Holding GmbH, dated
December 23, 1998, and (ii) the Key
Agreement, dated December 23, 1998, among FUCHSMANN, RODNYANSKY,
Studio 1+1, Innova, IMS, Ukraine Advertising Holding B.V., CME Ukraine
Holding, and CME Ukraine B.V., shall have been satisfied and each Party
undertakes, subject to the Closing Date occurring, not to claim or otherwise
seek relief from the other Parties for any damages arising out of or in
connection with any delay associated therewith, including legal fees in respect
of the Arbitration Proceedings.




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(c)           Notwithstanding
anything herein to the contrary, the Parties acknowledge and agree that the
occurrence of the Closing Date shall not in any way constitute a waiver of any
of the rights of any of the CME Parties hereunder or under any other Transaction
Document.  Notwithstanding the fact that the conditions precedent to
the Closing Date have not been fulfilled, CME BV may nevertheless determine to
pay the consideration under the Framework Agreement, provided that CME BV shall
preserve all rights that it may have against any Person existing at such time,
and the fact of payment of such consideration shall not in any way constitute a
waiver of any of the rights of any of the CME Parties hereunder or under any
other Transaction Document.




4.           Supervisory
Board.




(a)           On
the date hereof or as soon as possible thereafter, the CME Parties and the RF
Participants shall endeavor to cause the Amended Studio 1+1 Charter and the
General Meeting Resolution to be adopted and a supervisory board (the “Supervisory Board”)
of Studio 1+1 to be formed. The Supervisory Board shall be a non-corporate body
with the authorities set forth in the Amended Studio 1+1 Charter. The Amended
Studio 1+1 Charter and the General Meeting Resolution will contain provisions
concerning the formation and operation of the Supervisory Board set forth in
Annex
5.




(b)           The
Parties agree that the Supervisory Board will be formed and operated in
accordance with the following principles:




(i)           
For so long as the RF Participants collectively hold, directly or indirectly, a
10% or greater ownership interest in Studio 1+1, the Supervisory Board shall
comprise one Member nominated by the RF Participants (the “RF Member”) and two
Members nominated by the CME Parties from time to time (each, a “CME
Member”).




(ii)           From
the date that the RF Participants collectively hold, directly or indirectly,
ownership interests in Studio 1+1 that are less than 10% of the total ownership
thereof, the RF Participants shall no longer have the right to nominate any
Member, and all Members will be nominated or appointed by the CME Parties or CME
Members, as applicable.




(iii)          At
such date that the RF Participants no longer have authority to nominate an RF
Member to the Supervisory Board pursuant to Clause 4(ii), or in the event that
any RF Member resigns or otherwise ceases to serve as a Member of the
Supervisory Board, the term of office of such RF Member and any Alternate CME
Member (as defined in Annex 5) nominated by
the RF Participants shall cease, and any RF Member and any Alternate CME Member
nominated by the RF Participants shall immediately resign or be removed from the
Supervisory Board.




7




(c)           The
Parties agree that the initial Members and Alternate CME Members shall be set
forth in Part 2 of Annex 5 and the
General Meeting Resolution shall become effective immediately after the
registration of the Amended Studio 1+1 Charter. The Alternate CME Members will
automatically replace CME Members that are unable to serve on the Supervisory
Board for any reason. So long as the RF Participants are entitled to nominate
any Members pursuant to sub-clause (b) above, any additional Members other than
the initial Members and Alternate CME Members set forth in Part 2 of Annex 5 shall be
nominated pursuant to a unanimous resolution of the participants in
Studio 1+1.  In addition, the General Meeting Resolution will
provide that Alternate CME Members may participate in meetings of the
Supervisory Board on behalf of the CME Members based on a power of
attorney.




5.           Management of Studio
1+1. The Amended Studio 1+1 Charter set forth in Annex 5contains
provisions concerning the day-to-day management of Studio 1+1.




6.           RF Participant
Resignations. On the date hereof, the RF Participants shall resign from
each of their positions at the Studio 1+1 Group, which are listed in Part A of
Annex 2, and procure (and in the case of Vladyslav Korchyn, use best efforts to
procure) the resignation of their appointees from each position at the
management or supervisory board or equivalent governance body in each member of
the Studio 1+1 Group, which are listed in Part B of Annex 2, in each case, with
immediate effect, upon which the RF Participants will be released from liability
in connection with the performance of their duties thereunder as permitted by
Law.




7.           Consultancy
Agreements.




(a)           On
the date hereof, the CME Parties shall cause Innova to (i) enter into a
consulting agreement with FUCHSMANN which shall provide for a monthly consulting
fee of Euro 40,000 (plus VAT, if applicable) in consideration of services
provided by FUCHSMANN to the Studio 1+1 Group attached hereto as Annex 3 (the “BF Consultancy
Agreement”) and (ii) enter into a
consulting agreement with RODNYANSKY which shall provide for a monthly
consulting fee of Euro 20,000 (plus VAT, if applicable) in consideration of
services provided by RODNYANSKY to the Studio 1+1 Group attached hereto as Annex 4
(the  “AR
Consultancy Agreement”, and, together with the BF Consultancy Agreement,
the “Consultancy
Agreements”).  If Innova is for any reason unable to pay the
amounts due under the Consultancy Agreements, the CME Parties will procure that
another member of the Studio 1+1 Group enters into a similar agreement
and/or makes any payments required under the Consultancy
Agreements.




8




(b)           Each
Consultancy Agreement shall be effective as of the date hereof and shall
terminate on the date of the Option Closing, unless terminated earlier in
accordance with its terms. In addition, the AR Consultancy Agreement shall
automatically terminate in the event of a transfer of the AR Optioned Interest
pursuant to Clause 2.5 of the Framework Agreement prior to the Option
Closing.




(c)           Under
the Consultancy Agreements, Innova will assume all reasonable costs and expenses
incurred by FUCHSMANN and RODNYANSKY in connection with the services provided
under the Consultancy Agreements, provided that the
aggregate amount of payments to the RF Participants under both Consultancy
Agreements (including the consultancy fees paid thereunder and any reasonable
costs and expenses assumed by Innova thereunder) shall not exceed Euro
1,000,000.00 (plus VAT, if applicable) per calendar year (or Euro 700,000.00
(plus VAT, if applicable) per calendar year from such date that RODNYANSKY
ceases to hold any direct or indirect interest in any of Studio 1+1,
Inter-Media, IMS, TV Media Planet or Innova, as applicable) or the AR
Consultancy Agreement is otherwise terminated. Each of FUCHSMANN and RODNYANSKY
will provide monthly invoices for their consultancy services and reasonable
costs and expenses (plus VAT, if applicable), including the year-to-date
amounts.




8.            
Further
Assurances.  Each Party will, promptly following the request of
any other Party, execute and deliver such documents or take such other action as
the requesting Party may from time to time reasonably request for the purpose of
giving to the requesting Party the full benefit of this Agreement.




9.           
 Termination.




(a)           This
Agreement may be terminated at any time by mutual written consent of the
Parties.




(b)           This
Agreement may be terminated at any time prior to the Closing Date:




(i)         by
RODNYANSKY and FUCHSMANN jointly if there has been a material breach by the CME
Parties of any of their respective covenants, representations or warranties
hereunder or under any other Transaction Document and such breach shall not have
been cured within 10 (ten) Business Days of the breaching Party receiving a
notice from RODNYANSKY and FUCHSMANN specifying the breach and requesting that
such breach be remedied; and




(ii)        by
the CME Parties if there has been a material breach by RODNYANSKY, FUCHSMANN or
their respective Affiliates of any of their respective covenants,
representations or warranties or other obligations hereunder or under any other
Transaction Documents and such breach shall not have been cured within 10 (ten)
Business Days of the breaching Party receiving a notice from CME BV
specifying the breach and requesting that such breach be remedied.




9




(c)           This
Agreement may be terminated by any Party on June 30, 2008 (the “Termination Date”) if
the Closing Date shall not have occurred by such date, except that (a) RODNYANSKY
and FUCHSMANN may not terminate this Agreement if such delay is a result of any
action or failure to act on the part of RODNYANSKY, FUCHSMANN or their
respective Affiliates (other than any such action or failure to act that is due
to the gross negligence or wilful misconduct of the CME Parties) and (b) the CME
Parties may not terminate this Agreement if such delay is a result of any action
or failure to act on the part of the CME Parties (other than any such action or
failure to act that is due to the gross negligence or wilful misconduct of
RODNYANSKY, FUCHSMANN or their respective Affiliates).  The Parties
agree that, in any case, termination of this Agreement shall be without
prejudice to any rights the Parties may have with respect to any breach of this
Agreement that occurs prior to such termination.




(d)           Clauses 1,
2, 9, and 12 through 21 (inclusive) shall survive termination of this
Agreement.




10.           Representations and
Warranties of the RF Participants.  Each of the RF Participants
represents and warrants to the other Parties as of the date hereof and as of the
Closing Date that:




(i)      
it has not assigned any of the Group Agreements to which it is a party or any
rights thereunder;




(ii)      neither
this Agreement or any other Transaction Document to which an RF Participant or
any of its Affiliates are a party, nor any document, certificate or other
information furnished or to be furnished by or on behalf of it in connection
herewith, or any of the transactions contemplated hereby or thereby, contains or
will contain any untrue statement of a material fact or omits or will omit to
state a material fact necessary in order to make the statements contained herein
or therein, in light of the circumstances in which they are made, not
misleading;




(iii)    
to the best knowledge and belief of the RF Participants after enquiry that they
consider appropriate, the business of the Studio 1+1 Group has been conducted in
the ordinary course and no RF Participant has caused CME Ltd. or any member of
the Studio 1+1 Group to make, or to offer, promise, or authorize to make, in
each case, directly or indirectly, (1) any unlawful payments or (2) payments or
other inducements to any government official, including any official of an
entity owned or controlled by a government, with the intent or purpose of:
(i) influencing
any act or decision of such official in his official capacity; (ii) inducing
such official to do or omit to do any act in violation of the lawful duty of
such official; or (iii) inducing
such official to use his influence with a government or instrumentality thereof
to affect or influence any act or decision of such government or
instrumentality, in each case in order to assist CME Ltd. or the Studio 1+1
Group in obtaining or retaining business, or directing business to CME Ltd. or
the Studio 1+1 Group;




10




(iv)    listed
in Annex 1 are
all existing agreements and other arrangements as of the date of this Agreement
among the Studio 1+1 Group, the RF Participants and their respective
Affiliates with respect to the Studio 1+1 Group and the CME Parties, and
all such agreements or arrangements shall be terminated as of the Closing Date,
except as otherwise provided herein;




(v)     all
negotiations relating to this Agreement, the other Transaction Documents and the
transactions contemplated hereby and thereby have been carried on without the
participation of any Person acting on behalf of an RF Participant or any of
their respective Affiliates in such a manner as to, and the transactions
contemplated hereby and thereby will not otherwise, give rise to any valid claim
against any of the CME Parties, any Studio 1+1 Group entity or any of their
respective Affiliates for any brokerage or finder’s commission, fee or similar
compensation, or for any bonus payable to any officer, director, employee, agent
or representative of or consultant to any such Person upon consummation of the
transactions contemplated hereby or thereby;




(vi)    listed
in Annex 2 are
all existing positions occupied as of the date of this Agreement by each RF
Participant and any person designated by any RF Participant and their respective
Affiliates as a director, officer, manager, or in any other capacity, at each
member of the Studio 1+1 Group, and each of RODNYANSKY, FUCHSMANN and each
Person listed in Annex 2 has resigned from each such position with effect as of
the date hereof in accordance with applicable Law.




11.           Representations and
Warranties of the Parties.  Each Party represents and warrants
to the other Parties as of the date hereof and as of the Closing Date
that:




(i)       it
has the necessary power and authority (including, as applicable, corporate power
and consent and/or full legal and dispositive capacity) to enter into, deliver,
and perform his obligations under, this Agreement;




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(ii)     the
execution, delivery and performance by it of this Agreement constitutes valid
and legally binding obligations, enforceable against it in accordance with the
terms thereof, and will not violate any provision of and will not result in a
breach of the terms of (i) any applicable Law
or any rule or regulation of any Governmental Authority, or (ii) any contract,
indenture, agreement or commitment to which it is a party or bound;
and




(iii)    no
additional consent by any other Person is required to be obtained by it in
connection with the execution or performance by it of this
Agreement.




12.           Confidentiality.  The
Parties acknowledge and agree that they (whether acting by themselves or through
their respective legal advisers, directors, officers, servants or agents or any
of them or through any company or howsoever) shall keep confidential and shall
not provide a copy of this Agreement, any other Transaction Document or any of
the Group Agreements, or disclose, disseminate and/or publicize, or cause or
permit to be disclosed, disseminated and/or publicized, any of the terms and
conditions of this Agreement, any other Transaction Document or any of the Group
Agreements, and/or the existence thereof and/or any and all of the circumstances
leading thereto, to any individual (other than Igor Kolomoisky) and/or entity
not a party to this Agreement or any other Transaction Document, except to the
extent described below:




(i)     
 in response to an order of a court of competent jurisdiction, or in
response to an appropriate subpoena or discovery request issued in the course of
litigation;




(ii)    
 in response to an inquiry or order issued by a governmental or
supra-governmental agency of competent jurisdiction;




(iii)    
to the extent necessary to report income to appropriate taxing authorities
and/or to contest the imposition of any tax by appropriate taxing
authorities;




(iv)    to
such Parties’ respective accountants and legal advisers and to any broker or
insurer or relevant reinsurer or retrocessionaire in all cases (other than
disclosure to legal advisers) as may be required by contract and/or by
Law;




(v)    
in connection with any litigation or arbitration proceedings between the Parties
relating to this Agreement or any other Transaction Document; and




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(vi)    to
the extent required or (on advice of counsel) appropriate in order to comply
with applicable Law and stock exchange rules.




In the
event disclosure is necessary pursuant to the provisions provided above, the
disclosing Party shall apprise the third party to whom such disclosure is made
of the confidential nature of the information and said disclosing Party shall
use its reasonable and good faith efforts to secure the confidentiality of the
information provided to any third party.  In any event, the RF
Participants shall not make any disclosure pursuant to these provisions without
the prior written consent of the CME Parties.




13.           Assignment.  Except
as expressly provided herein none of the rights of the Parties under this
Agreement may be assigned or transferred without the prior written consent of
the other Parties; provided, however, that any Party other than the RF
Participants may assign their rights hereunder to any Affiliate and/or to any
transferee of any shares or other interests in the Studio 1+1
Group.




14.           Modification; Waiver;
Severability.  Except as specifically provided herein, this
Agreement may be modified only by a written instrument executed by the
Parties.  If any provision of this Agreement is held to be
unenforceable for any reason, the Parties shall, acting in good faith and using
best endeavors, seek to agree adjustments to such provision, so that such
provision is not avoided and in order to achieve the intent of the Parties to
this Agreement to the extent possible.  In any event, the invalidity
or unenforceability of any provision of this Agreement in any jurisdiction shall
not affect the validity or enforceability of this Agreement, including that
provision, in any other competent jurisdiction.




15.           Entire
Agreement.  This Agreement together with the documents herein
referred to are the entire agreement among the Parties with respect to the
subject matter hereof.




16.           Preparation.  Each
Party acknowledges and confirms that the preparation of this Agreement has been
a joint effort of all Parties and counsel for all Parties and that it shall not
be construed for or against any individual Party on the basis solely that this
Agreement or any part thereof was drafted by or on behalf of that
Party.




17.           Each Party to bear its own
costs.  Each Party shall bear its own costs, including lawyers’
fees, in relation to this Agreement.




18.           Notices.  All
notices and other communications made in connection with this Agreement shall be
in writing.  Any notice or other communication in connection herewith
shall be deemed duly delivered and given to any Party one Business Day after it
is sent by fax, confirmed by letter sent by a reputable express courier service,
in each case, to the regular mail addresses and fax numbers set forth below or
to such other regular mail address and/or fax number as may be specified in
writing to the other Parties:




13




if to any
of the CME Parties or the Studio 1+1 Group:




CME
BV


c/o CME
Development Corporation


81
Aldwych


London
WC2B 4HN


United
Kingdom


Attn:
General Counsel




Fax: + 44
207 430 5403




if to
RODNYANSKY:




Aleksandr
Rodnyansky


CTC
Television


15-A,
Pravdy Str.


Moscow
125124, Russia




Fax: + 7
495 797 4180




if to ITS
or FUCHSMANN:




Boris
Fuchsmann


Peter-Roos-Strasse
10


40547
Dusseldorf


Germany




Fax: +49
211 17 51 222




Any Party
may give any notice or other communication in connection herewith using any
other means (including, but not limited to, personal delivery, messenger
service, facsimile, telex or regular mail), but no such notice or other
communication shall be deemed to have been duly delivered and given unless and
until it is actually received by the individual for whom it is
intended.




19.           Counterparts.  This
Agreement may be executed in several counterparts, each of which shall be deemed
an original and all of which shall together constitute one and the same
agreement.




20.           Governing
Law.  This Agreement is governed by and shall be construed in
accordance with Bermuda law.




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21.           Arbitration.




(a)           General.  Any
dispute, controversy or claim arising out of or relating to this Agreement,
including any question regarding its existence, validity, interpretation,
performance or termination, shall be finally resolved by arbitration in
accordance with the Rules of Arbitration of the then existing Rules of
Arbitration of the International Chamber of Commerce (the “ICC Rules”), which
are deemed to be incorporated by reference into this Clause 21, except as
modified by this Clause 21. The tribunal shall consist of three
arbitrators.  Subject to the provisions of Clause 21(c), the
parties to any such arbitration shall each be entitled to nominate one
arbitrator and the third arbitrator shall be appointed by the two
party-nominated arbitrators.




(b)           Seat and
Language.  The seat of the arbitration shall be Amsterdam, The
Netherlands.  The language of the arbitration shall be English except
that any party to the arbitration may submit testimony or documentary evidence
in Ukrainian, Russian or German and shall furnish a translation or
interpretation of any such evidence into English.




(c)           Related
Disputes.  If any dispute arising out of or relating to this
Agreement (hereinafter referred to as a “Related Dispute”)
raises issues which are substantially the same as or connected with issues
raised in another dispute which has already been referred to arbitration under
this Agreement or another Transaction Document (an “Existing Dispute”),
the tribunal appointed or to be appointed in respect of any such Existing
Dispute shall also be appointed as the tribunal in respect of any such Related
Dispute.  Where, pursuant to the foregoing provisions, the same
tribunal has been appointed in relation to two or more disputes, the tribunal
may, with the agreement of all the parties concerned or upon the application of
one of the parties, being a party to each of the disputes, order that the whole
or part of the matters at issue shall be heard together upon such terms or
conditions as the tribunal thinks fit.  The tribunal shall have power
to make such directions and any interim or partial award as it considers just
and desirable.




15




IN
WITNESS WHEREOF, this Agreement has been duly executed by the Parties and is
intended to be and is hereby delivered as a deed on the date first written
above.




EXECUTED
      AND DELIVERED AS A DEEDby
      ALEKSANDR RODNYANSKY/s/ Aleksandr
      RodnyanskyWitnessed
      by:
            /s/ Ekaterina
      ShneyolerovaName:
      Ekaterina ShneyolerovaOccupation:
      Personal Assistant to Aleksandr RodnyanskyEXECUTED
      AND DELIVERED AS A DEEDby
      BORIS FUCHSMANN/s/ Boris
      FuchsmannWitnessed
      by:
            /s/ Dr. Achim
      PriorName:
      Dr. Achim PriorOccupation:
      LawyerEXECUTED
      AND DELIVERED AS A DEEDby
      INTERNATIONAL TELESERVICES LTD.By:
            /s/ Pius
      NiggName:
      Pius NiggTitle:
      Director




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EXECUTED
      AND DELIVERED AS A DEEDby
      CENTRAL EUROPEAN MEDIA ENTERPRISES LTD.By:
            /s/
      Michael GarinName:
      Michael GarinTitle:
      Chief Executive OfficerEXECUTED
      AND DELIVERED AS A DEEDby
      CME MEDIA ENTERPRISES B.V.By:
            /s/ Alphons van
      SpaendonckName:
      Alphons van SpaendonckTitle:
      Managing DirectorBy:
            /s/ Peter
      BoosterName:Pan-Invest
      B.V., represented by Peter BoosterTitle:
      Managing DirectorEXECUTED
      AND DELIVERED AS A DEEDby
      CME UKRAINE HOLDING GMBHBy:
            /s/ Michael
      GarinName:
      Michael GarinTitle:
      Managing Director


17




EXECUTED
      AND DELIVERED AS A DEEDby
      CET 21 s.r.o.By:
            /s/ Petr
      DvorakName:
      Petr DvorakTitle:
      Director (Jednatel)By:
            /s/ Milan
      CimirotName:
      Milan CimirotTitle:
      Director (Jednatel)EXECUTED
      AND DELIVERED AS A DEEDby
      UKRAINIAN MEDIA SERVICES LLCBy:
            /s/ Olena
      ShcherbynaName:
      Olena ShcherbynaTitle:
      DirectorEXECUTED
      AND DELIVERED AS A DEEDby
      BROADCASTING COMPANY “STUDIO 1+1 LLC”By:
            /s/ Yuri
      MorozovName:
      Yuri MorozovTitle:
      General Director


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EXECUTED
      AND DELIVERED AS A DEEDby
      FOREIGN ENTERPRISE INTER-MEDIABy:
            /s/ Mykhaylo
      KharenkoName:
      Mykhaylo KharenkoTitle:
      DirectorBy:
            /s/ Vladyslav
      KorchynName:
      Vladyslav KorchynTitle:
      General DirectorEXECUTED
      AND DELIVERED AS A DEEDby
      INNOVA FILM GMBHBy:
            /s/ Marina
      WilliamsName:
      Marina WilliamsTitle:
      Managing DirectorEXECUTED
      AND DELIVERED AS A DEEDby
      INTERNATIONAL MEDIA SERVICES LTDBy:
            /s/ Michael
      GarinName:
      Michael GarinTitle:
      DirectorEXECUTED
      AND DELIVERED AS A DEEDby
      TV MEDIA PLANET LTD.By:
            /s/ Michael
      GarinName:
      Michael GarinTitle:
      Director






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