Exhibit 10.49


    
      

    


    SALE
      - PURCHASE CONTRACT FOR

    SHARES

    


    


    Made
      between:

    


    “MEDIA
      PRO PICTURES” S.A., a
      Romanian legal person having its main offices at Buftea, Studiolui Street,
      no.1,
      Corp 1 Platouri, 2th floor, Ilfov, registered with the Trade Register under
      no
      J23/1058/2001, fiscal code R 9325987, duly represented by its
      Director Mr. Adrian Sarbu,
      in his capacity of Seller,
      

    


    and

    


    CME
      ROMANIA BV,
      headquarters in the Netherlands, 89 Birkstraat, Soest, 3768 HD, registered
      with
      the Trade Register under no 33289326, duly represented by its
      Directors Mr. Alphons van Spaendonck and Pan Invest BV,
      in
      its capacity of Buyer,

    


    The
      parties have signed this sale-purchase contract for nominative shares at
“MEDIA
      VISION” SRL company,
      a
      Romanian legal person having its registered headquarters at Bd. Pache
      Protopopescu nr. 109, Sector 2, Bucharest, registered with the Romanian Trade
      Registry under no. J40/9746/1995, with a share capital of RON 10,000, fiscal
      code R 7940942.

    


    The
      sale-purchase was unanimously approved by the company’s shareholders through the
      GMS Resolution dated 17.02.2006, which took place at the Company’s
      headquarters

    


    The
      parties agree on the following:

    


    
      	 	
              I.

            	
              “MEDIA
                PRO PICTURES” S.A. sells a number of 50 nominal
                shares,
                having a total value of RON
                500,
                having a nominal value of 10 RON / each, numbered from 701
                to
                750
                inclusive, representing contribution in cash subscribed and paid
                entirely
                in ROL, representing 5
                %
                of
                the social capital, to
                the buying shareholder CME ROMANIA BV.

            


    

    


    
      	 	
              II.

            	
              CME
                ROMANIA BV buys a number of 50 nominal shares,
                having a total value of RON
                500,
                having a nominal value of 10 RON / each, numbered from 701
                to
                750
                inclusive, representing contribution in cash subscribed and paid
                entirely
                in RON, representing 5
                %
                of
                the social capital, from
                the selling shareholder “MEDIA PRO PICTURES” S.A..

            


    

    


    
      	 	
              III.

            	
              The
                price
                of
                the shares is of USD
                443.000
                and will be paid by CME Romania BV, before this sale-purchase is
                registered and all the changes are made to the Trade
                Register.

            


    

     

    
      	 	
              IV.

            	
              The
                property of the sold shares is transmitted from the seller to the
                buyer
                when the entire price is paid according to paragraph III, based on
                the
                payment made by the seller to the
                buyer.

            


    

    Taking
      into consideration the provisions of art. 67 of the Fiscal Code, the assignee
      retains from the price of the sale in order to make the payments to the state
      budget, a percentage of 1% from the gained capital realized by the assignor
      through that transaction, respectively 4430 USD at the exchange rate of National
      Bank of Romania from the payment date.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    V.
      GUARANTEES

    


    5.1
      THE
      SELLER,
      through
      its legal representative, guarantees that: 

    


    5.1.1
      It
      has the legal right to sell the shares that are object of this sale-purchase
      contract, a right that also involves the transfer of the rights and obligations
      arising from these shares;

    5.1.2
      It
      has the capacity to sign this sale-purchase contract;

    5.1.3
      It
      is not subjected to any legal decisions that could impede it from signing this
      contract or that could impede it from fulfilling the obligations arising from
      this contract;

    5.1.4
      It
      has obtained all legal approvals for the sale of these shares;

    5.1.5
      It
      will exercise this contract with good faith and will fulfill all the obligations
      arising from it.

    


    5.2
      THE
      BUYER,
      through
      its legal representative, guarantees that:

    


    5.2.1
      It
      has the capacity to sign this sale-purchase contract;

    5.2.2
      It
      is not subjected to any legal decisions that could impede it from signing this
      contract or that could impede it from fulfilling the obligations arising from
      this contract;

    5.2.3
      It
      has obtained all legal approvals for the purchase of these shares and for the
      payment of the price;

    5.2.4
      It
      will exercise this contract with good faith and will fulfill all the obligations
      arising from it.

    


    This
      sale-purchase contract was drawn up and signed in Bucharest, in 4 original
      copies, on 17.02.2006

    


    


    
      	
              SELLER

            	 	
              BUYER

            
	
              “MEDIA
                PRO PICTURES” S.A

            	 	
              CME
                ROMANIA BV

            
	
              Through
                Adrian Sarbu

            	
               Through
                Alphons van Spaendonck

            	 
	 	 	 	 	 
	 	 	 	 	 
	/s/
              Adrian Sarbu	 	 	/s/
              Alphons van Spaendonck	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	/s/
              Hendrik A. van Wijlen	 
	 	 	 	
              and
                Pan Invest BV