Exhibit 10.46


    
      

    


    
      	 	
              AGREEMENT
                FOR THE SALE OF SHAREs in A.R.J., A.S.

            
	 	 
	 	 
	 	 
	 	 
	 	
              MEDIA
                PARTNER, spol. s r.o.

            
	 	 
	 	
              AND

            
	 	 
	 	
              SALIS,
                s.r.o.

            
	 	 
	 	
              AND

            
	 	 
	 	
              CME
                MEDIA ENTERPRISES B.V.

            
	 	 
	 	
              AND

            
	 	 
	 	
              Ing.
                Milan Fiľo

            
	 	 
	 	
              AND

            
	 	 
	 	
              Mr.
                Ján Kováčik

            
	 	 
	 	 
	 	
              31
                October 2005

            


    

    

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

CONTENTS

     

    
      
        	
                Clause

              	
                Page

              
	 	 	 	 
	
                1.

              	
                Interpretation

              	
                3

              
	
                2.

              	
                Sale
                  and Purchase

              	
                4

              
	
                3.

              	
                Conditions
                  Precedent

              	
                4

              
	
                4.

              	
                Completion

              	
                6

              
	
                5.

              	
                Pre-Completion

              	
                7

              
	
                6.

              	
                Initial
                  Consideration

              	
                8

              
	
                7.

              	
                Deferred
                  Consideration

              	
                8

              
	
                8.

              	
                Loans
                  and Guarantees

              	
                8

              
	
                9.

              	
                Seller's
                  Warranties

              	
                9

              
	
                10.

              	
                Announcements
                  and Confidentiality

              	
                9

              
	
                11.

              	
                Notices

              	
                10

              
	
                12.

              	
                Further
                  Assurances

              	
                11

              
	
                13.

              	
                Assignments

              	
                11

              
	
                14.

              	
                Payments

              	
                11

              
	
                15.

              	
                General

              	
                12

              
	
                16.

              	
                Whole
                  Agreement

              	
                12

              
	
                17.

              	
                Governing
                  Law and Jurisdiction

              	
                13

              
	
                18.

              	
                Language

              	
                13

              
	
                19.

              	
                Termination

              	
                13

              
	
                20.

              	
                Amendments

              	
                13

              
	 	 	 	 
	
                Schedule

              	
                Page

              
	 	 	 
	
                1.

              	
                The
                  Sellers

              	
                15

              
	
                2.

              	
                The
                  Company

              	
                16

              
	
                3.

              	
                Warranties

              	
                17

              
	 	
                Part
                  1

              	
                Warranties
                  regarding pre-Completion activities

              	
                17

              
	 	
                Part
                  2

              	
                Other
                  Warranties

              	
                18

              
	
                4.

              	
                Completion

              	
                26

              
	 	
                Part
                  1

              	
                Sellers'
                  Obligations

              	
                26

              
	 	
                Part
                  2

              	
                Purchaser's
                  Obligations

              	
                28

              
	
                5.

              	
                Interpretation

              	
                29

              
	 	 	 	 
	
                Signatories

              	
                33

              


      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

      

    THIS
      AGREEMENT
      is made
      on 31 October 2005:

     

    BETWEEN:

     

    
      	
              (1)

            	
              MEDIA
                PARTNER, spol. s r.o.,
                having its seat at Dolná No. 62, 974 01 Banská Bystrica, Identification
                number 36 044 075, registered in the commercial register of the District
                Court Banská Bystrica, section: Sro, insert No.: 6678/S (MEDIA
                PARTNER),
                represented by its
                executive Mr. Ján Kováčik;

            


    

     

    
      	
              (2)

            	
              SALIS,
                s.r.o.,
                having its seat at Oravská cesta No. 7, 010 01 Žilina, Identification
                number 36 368 946, registered in the commercial register of the District
                Court Žilina, section: Sro, insert No.: 10089/L (SALIS),
                represented
                by its executive Ing. Milan Fiľo;

            


    

     

    (each
      a
Seller
      and
      together the Sellers);
      and

     

    
      	
              (3)

            	
              Ing.
                Milan Fiľo,
                birth number 670821/6636, residing at Poštová No. 528/9, 044 42
                Rozhanovce;

            


    

     

    
      	
              (4)

            	
              Mr.
                Ján Kováčik,
                birth number 621204/6720, residing at Vydrovo no. 101, 976
                52 Čierny Balog;

            


    

     

    
      	 	
              (the
                parties in (1) to (4) as the Obligors
                and each an Obligor);
                and

            


    

     

    
      	
              (5)

            	
              CME
                MEDIA ENTERPRISES B.V., registered
                in the commercial register of Chamber of Commerce and Industries
                for
                Amsterdam, the Netherlands, whose registered office is at Oostelijke
                Handelskade 1169, 1019 DN Amsterdam, the Netherlands (the Purchaser),
                represented by Robert E. Burke, under power of
                attorney;

            


    

     

    BACKGROUND:

     

    
      	
              (A)

            	
              The
                Sellers
                are owners of 66 per cent of the
                issued share capital of A.R.J.,
                a.s., having its seat at Skuteckého 23, Banská Bystrica 974 01,
                Identification number 36 379 921, registered in the commercial register
                of
                the District Court Banská Bystrica, section: Sa, insert No.:
                729/S
                (the Company).

            


    

     

    
      	
              (B)

            	
              The
                Sellers wish
                to
                sell and the Purchaser wishes to purchase 66
                per cent of the
                issued share capital of the Company
                free from any Encumbrance on the terms and subject to the conditions
                set
                out in this agreement.

            


    

     

    IT
      IS AGREED
      as
      follows:

     

    
      	
              1.

            	
              INTERPRETATION

            


    

     

    
      	
              1.1

            	
              In
                addition to terms defined elsewhere in this agreement, the definitions
                and
                other provisions in Schedule 5
                apply throughout this agreement, unless the contrary intention
                appears.

            


    

     

    
      	
              1.2

            	
              In
                this agreement, unless the contrary intention appears, a reference
                to a
                clause, sub-clause or schedule is a reference to a clause, sub-clause
                or
                schedule of or to this agreement. The schedules form part of this
                agreement.

            


    

     

    
      	
              1.3

            	
              The
                headings in this agreement do not affect its
                interpretation.

            


    


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    
      	
              2.

            	
              SALE
                AND PURCHASE

            


    

     

    
      	
              2.1

            	
              Subject
                to the Conditions being satisfied or, where applicable, waived,
                each
                of the Sellers
                shall sell and the Purchaser shall purchase those of the Shares set
                opposite such Seller's name in column (B) of Schedule 1.

            


    

     

    
      	
              2.2

            	
              The
                Shares shall be sold free from all Encumbrances and together with
                all
                rights attaching to them.

            


    

     

    
      	
              2.3

            	
              The
                consideration for the sale of the Shares shall be determined in accordance
                with clause 6.

            


    

     

    
      	
              2.4

            	
              The
                Obligors acknowledge
                that the Purchaser enters into this agreement in reliance on the
                representations, warranties and undertakings on the part of the
                Obligors
                set out in this agreement.

            


    

     

    
      	
              2.5

            	
              Each
                Seller:

            


    

     

    
      	 	
              (a)

            	
              covenants
                with the Purchaser that it
                has the right to sell and transfer to the Purchaser the ownership
                title in
                the Shares set opposite such Seller's name in column (B) of
                Schedule1 on
                the terms set out in this
                agreement;

            


    

     

    
      	 	
              (b)

            	
              waives
                all rights of pre-emption which it
                may have (whether under the
                Company's constitutional documents or otherwise) in respect of the
                transfer to the Purchaser of the Shares or any of them;
                and

            


    

     

    
      	 	
              (c)

            	
              waives
                all rights of pre-emption which it
                may have (whether under the
                Company's constitutional documents or otherwise) in respect of the
                transfer exclusively to the Purchaser of any shares held by any other
                shareholder of the Company.

            


    

     

    
      	
              3.

            	
              CONDITIONS
                PRECEDENT

            


    

     

    
      	
              3.1

            	
              The
                sale and purchase of the Shares is conditional
                on:

            


    

     

    
      	 	
              (a)

            	
              the
                Purchaser giving notice to the Sellers
                that it is satisfied on inspection and investigation as
                to:

            


    

     

    
      	 	
              (i)

            	
              the
                financial, contractual and taxation position of the Company;

            


    

     

    
      	 	
              (ii)

            	
              the
                title of the Company
                to
                its
                respective assets (including the title of the Company
                to
                the Participation interest in Markíza);
                and

            


    

     

    
      	 	
              (b)

            	
              either:

            


    

     

    
      	 	
              (i)

            	
              the
                PMU notifying the Purchaser and the Sellers that the Transaction
                or any
                matter arising from it is not subject to its approval;
                or

            


    

     

    
      	 	
              (ii)

            	
              it
                being established, in terms satisfactory to the Purchaser, that the
                PMU
                does not intend to refer the Transaction or any matter arising from
                it to
                the European Commission under Article 22(1) of Council Regulation
                (EC)
                No.139/2004 (the Regulation),
                or if such referral is made by the PMU, that the European Commission
                will
                not examine the Transaction or any matter arising from it under Article
                22(3) of the Regulation; and notice of clearance by the PMU of the
                Transaction and any associated obligations which may require clearance
                being delivered to the Purchaser;

            


    

     

    
      	 	
              (c)

            	
              the
                Purchaser having received from the Sellers or from Markíza a certified
                copy of a resolution of the Council consenting to the transfer of
                the
                Participation Interest 1 from the Company to MEDIA INVEST pursuant
                to
                article 54/1(c) of the Broadcasting
                Act;

            


    


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (d)

            	
              the
                Purchaser having received from the Sellers a certified copy of a
                participation interest transfer agreement regarding the transfer
                the
                Participation Interest 1 in Agreed Form duly executed by the Company
                and
                MEDIA INVEST;

            


    

     

    
      	 	
              (e)

            	
              the
                Purchaser having received from the Sellers a certified copy of a
                participation interest transfer agreement regarding the transfer
                of the
                50% participation interest
                of Mr. Ján Kováčik in MEDIA INVEST to Ing. Milan Fiľo in the Agreed
                Form
                duly executed by Mr.
                Ján Kováčik and Ing. Milan Fiľo;

            


    

     

    
      	 	
              (f)

            	
              the
                Purchaser having received a certified copy of an Amendment No. 2
                to the
                Agreement on coordinated procedure in Agreed Form executed by the
                relevant
                parties, an agreement for the termination of the Agreement on coordinated
                procedure in Agreed Form executed by the relevant parties and an
                agreement
                in relation to Media Invest and Markíza in Agreed Form executed by the
                Purchaser, Ing.
                Milan Fiľo, Mr. Ján Kováčik, and MEDIA INVEST
                ;

            


    

     

    
      	 	
              (g)

            	
              the
                Purchaser having received copies of waivers of the Company's shareholders
                of their rights of pre-emption under the Company's articles in respect
                of
                the transfer to Mr Pavol Rusko of the Rusko Shares from
                Mediapro;

            


    

     

    
      	 	
              (h)

            	
              the
                Purchaser having received a certified copy of an agreement entered
                into
                between the Company's shareholders in which the Company's shareholders
                waive all their rights of pre-emption under the
                Company's articles in respect of the transfer to the Purchaser of
                the
                entire share capital in the
                Company;

            


    

     

    
      	 	
              (i)

            	
              the
                Purchaser having received share certificates representing the Rusko
                Shares
                duly endorsed for the benefit of the Purchaser;

            


    

     

    
      	 	
              (j)

            	
              the
                Purchaser having received from the Sellers a confirmation on the
                Completion Date that:

            


    

     

    
      	 	
              (i)

            	
              there
                are no pending or threatened actions or proceedings by or before
                any court
                or other governmental body or agency which shall seek to restrain,
                prohibit or invalidate the
                Transaction;

            


    

     

    
      	 	
              (ii)

            	
              the
                Sellers' Warranties are true and accurate;
                and

            


    

     

    
      	 	
              (iii)

            	
              no
                event or circumstance has occurred or is likely to occur that constitutes
                a Material Adverse Effect.

            


    

     

    
      	
              3.2

            	
              The
                Purchaser may waive all of the Conditions above (either in whole
                or in
                part) at any time by giving notice to the Sellers. Any such waiver
                is
                without prejudice to Purchaser's right to compensation in respect
                of a
                breach of any covenant or inaccuracy of any Warranty, as otherwise
                provided in this agreement.

            


    

     

    
      	
              3.3

            	
              Each
                party shall use all reasonable endeavours to procure (so far as it
                is so
                able to procure) that each of the Conditions is satisfied on or before
                30
                January 2006 (or such later date as may be agreed by the parties)(the
                Long
                Stop Date).
                If the Conditions are not satisfied, or waived in accordance with
                the
                preceding sub-clause, on or before the Long Stop
                Date:

            


    

     

    
      	 	
              (a)

            	
              except
                for this sub-clause, clauses 1,
                clauses 9
                to
                17
                and the provisions of Schedule 5,
                all the provisions of this agreement shall lapse and cease to have
                effect;
                but

            


    

     

    
      	 	
              (b)

            	
              neither
                the lapsing of those provisions nor their ceasing to have effect
                shall
                affect any accrued rights or liabilities of any party in respect
                of
                damages for non-performance of any obligation under this agreement
                falling
                due for performance prior to such lapse and
                cessation.

            


    


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    
      	
              3.4

            	
              Immediately
                after, in the opinion of the Purchaser (acting reasonably), the Conditions
                set out in sub-clauses (3.1(a)
                to
                3.1(i)(save
                for 3.1(j)
                which is to be satisfied or waived on the Completion Date) have been
                satisfied or waived (to the extent not fulfilled), the Purchaser
                shall
                notify the Sellers of this fact in
                writing.

            


    

     

    
      	
              3.5

            	
              Each
                party shall promptly inform the other parties in writing about any
                relevant matters in relation to, and shall keep the other parties
                informed
                in writing of, the progress to completion of all items required for
                the
                Completion and any material impediments or delays or of the existence
                or
                occurrence of any conditions that may adversely affect the occurrence
                of
                Completion. Each party shall provide each other party with all information
                which each other party shall reasonably request in writing in order
                to
                determine that that party has complied with its obligations under
                sub-clause 3.3.

            


    

     

    
      	
              3.6

            	
              The
                party which is obliged to provide a document shall provide to the
                other
                party a certified copy of each document required pursuant to sub-clause
                3.1
                as
                and when obtained.

            


    

     

    
      	
              4.

            	
              COMPLETION

            


    

     

    
      	
              4.1

            	
              Completion
                shall take place at the offices of the Purchaser's Counsel at
                10.00 a.m. on the third Business Day after the date on which the last
                of the Conditions to be satisfied or waived in accordance with the
                preceding clause is satisfied or so waived (or at such other place,
                at
                such other time and/or on such other date as the parties
                may agree).

            


    

     

    
      	
              4.2

            	
              At
                Completion:

            


    

     

    
      	 	
              (a)

            	
              the
                Obligors shall observe and perform the provisions of Part 1
                of
                Schedule 4;
                and

            


    

     

    
      	 	
              (b)

            	
              the
                Purchaser shall observe and perform the provisions of Part 2
                of
                Schedule 4.

            


    

     

    
      	
              4.3

            	
              If
                for any reason the provisions of Part 1 of Schedule
                4 are
                not fully observed and performed as contemplated by clauses
                4.1
                and 4.2,
                the Purchaser may elect (in addition and without prejudice to all
                other
                rights or remedies available to it) not to complete the purchase
                of the
                Shares or to fix a new time and date for Completion by, in either
                case,
                giving notice to the Obligors. In particular, the Purchaser shall
                not be
                obliged to complete the purchase of any of the Shares unless the
                purchase
                of all the Shares is completed simultaneously in accordance with
                this
                agreement.

            


    

     

    
      	
              4.4

            	
              If
                the Purchaser elects not to complete the purchase of the Shares under
                the
                preceding sub-clause:

            


    

     

    
      	 	
              (a)

            	
              except
                for this sub-clause, clauses 9
                to
                17
                and the provisions of Schedule 5,
                all the provisions of this agreement shall lapse and cease to have
                effect;

            


    

     

    
      	 	
              (b)

            	
              neither
                the lapsing of those provisions nor their ceasing to have effect
                shall
                affect any accrued rights or liabilities of any party in respect
                of
                damages for non-performance of any obligation falling due for performance
                prior to such lapse and cessation;
                and

            


    

     

    
      	 	
              (c)

            	
              the
                Obligors shall:

            


    

     

    
      	 	
              (i)

            	
              compensate
                the Purchaser for all costs, charges and expenses incurred by it
                in
                connection with the negotiation, preparation and entering into of
                this
                agreement and in discharging its obligations under it;
                and

            


    


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (ii)

            	
              pay
                to the Purchaser a contractual penalty in the amount equal to 10%
                of the
                Consideration (this is without prejudice to any other remedy available
                to
                the Purchaser, including the Purchaser's ability to claim damages
                exceeding the amount of the contractual
                penalty).

            


    

     

    
      	
              5.

            	
              PRE-COMPLETION

            


    

     

    
      	
              5.1

            	
              Access

            


    

     

    Pending
      Completion the Obligors shall:

     

    
      	 	
              (a)

            	
              procure
                that the Purchaser, its agents and advisors are given full access
                to the
                books and records of the Company during normal business hours on
                any
                Business Day and on reasonable notice to the
                Sellers;

            


    

     

    
      	 	
              (b)

            	
              provide
                such information regarding the Company which is available to the
                Sellers
                as the Purchaser may reasonably require in order to carry our the
                inspection and investigation envisaged under clause 3.1(a);
                and

            


    

     

    
      	 	
              (c)

            	
              provide
                such other co-operation to the Purchaser, its agents and advisers
                as they
                may reasonably require in each case to enable them to obtain information
                about the operations of the Company, including its financial, legal,
                and
                trading status.

            


    

     

    
      	
              5.2

            	
              Notice
                of any change

            


    

     

    
      	 	
              (a)

            	
              Each
                of the Sellers shall immediately send a notice to the Purchaser in
                writing
                of any matter or thing which arises or becomes known to it before
                Completion which:

            


    

     

    
      	 	
              (i)

            	
              is
                likely to constitute (or would after the lapse of time constitute)
                a
                misrepresentation or a breach of any of the other obligations on
                its part
                under this agreement or makes any Warranty of it incorrect or misleading;
                or

            


    

     

    
      	 	
              (ii)

            	
              would
                mean that any of its Warranties would be incorrect or misleading
                at
                Completion.

            


    

     

    
      	 	
              (b)

            	
              Any
                such notice must specify that matter or circumstance in reasonable
                detail
                and set out such other facts as the Purchaser deem necessary specifying
                that matter or circumstance in reasonable detail.
                

            


    

     

    
      	
              5.3

            	
              Brand
                rights 

            


    

     

    
      	 	
              (a)

            	
              From
                the signing of this agreement, the Obligors shall exercise all rights
                and
                powers available to them so as to procure that neither they nor their
                Related Persons nor any third parties shall use the logo or word
                "Markíza"
                or similar, and shall ensure that Markíza has exclusive and full rights
                and use of the logo or word "Markíza" and any similar word, name or mark,
                except as agreed in any licence agreement entered into between STS
                and any
                third party.

            


    

     

    
      	 	
              (b)

            	
              For
                avoidance of any doubt, the Obligors shall procure
                that:

            


    

     

    
      	 	
              (i)

            	
              from
                the Completion Date the company TV TIP, a.s. Bratislava, Identification
                No.: 35 728 426 will not use the logo, trade name or word "Markíza" or
                similar on its weekly magazine “Markíza” or on any of its other products,
                except as agreed in any licence agreement entered with STS, which
                shall be
                entered into prior to 31 December 2005 at standard market
                conditions;

            


    


    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (ii)

            	
              prior
                to the Completion Date the company TV TIP, a.s. Bratislava, Identification
                No.: 35 728 426 will not be sold to any third party other than the
                Purchaser.

            


    

     

    
      	 	
              (c)

            	
              If
                any of the Obligors breach any of their obligation set out in this
                clause
                5.3, the Obligors shall pay to the Purchaser a contractual penalty
                of SKK
                3,000,000 for each breach.

            


    

     

    
      	
              6.

            	
              INITIAL
                CONSIDERATION
                AND DEFERRED CONSIDERATION

            


    

     

    
      	
              6.1

            	
              The
                initial consideration for the sale of the Shares shall be €
                7,000,000.

            


    

     

    
      	
              6.2

            	
              The
                Initial Consideration is, under clause 4
                and Schedule 4,
                to be paid to the Sellers
                on
                Completion. Each Seller shall on Completion be entitled to that amount
                of
                the Initial Consideration set against its
                name in column (C) of Schedule 1.

            


    

     

    
      	
              6.3

            	
              As
                further consideration for the sale of the Shares, the Sellers shall
                (subject to the terms of this agreement) be entitled to a sum up
                to SKK
                78,000,000 (the Deferred
                Consideration)
                as follows:

            


    

     

    
      	 	
              (a)

            	
              Mr.
                Ján Kováčik shall be entitled to a part of the Deferred Consideration in
                the amount of SKK 60,000,000; and

            


    

     

    
      	 	
              (b)

            	
              Ing.
                Milan Fiľo shall be entitled to a part of the Deferred
                Consideration:

            


    

     

    
      	 	
              (i)

            	
              in
                the amount of SKK 10,000,000; and

            


    

     

    
      	 	
              (ii)

            	
              in
                the amount equal to the amount that will be available as free cash
                on the
                bank account of the Company at the Completion Date, only up to SKK
                8,000,000.

            


    

     

    
      	
              6.4

            	
              The
                Deferred Consideration shall be paid to the Sellers on or before
                31 May
                2006.

            


    

     

    
      	
              7.

            	
              LOANS
                AND GUARANTEES

            


    

     

    
      	
              7.1

            	
              The
                parties acknowledge that the Consideration for the Shares has been
                agreed
                on the basis that:

            


    

     

    
      	 	
              (a)

            	
              no
                indebtedness of any kind (whether or not presently payable) is owed
                by the
                Company to any Obligor (or any Related Person to any Obligor) other
                than
                the indebtedness shown in the accounting records of the Company that
                shall
                be repaid in full by the Company at the Completion;
                and

            


    

     

    
      	 	
              (b)

            	
              all
                indebtedness of any kind owed by any Obligor (or any Related Person
                to any
                Obligor) to the Company (whether or not presently payable) is repaid
                in
                full by each Obligor or such Related Person to the Company on
                Completion.

            


    

     

    
      	
              7.2

            	
              The
                Obligors shall procure that on or before Completion all indebtedness
                due
                from any Obligor (or any Related Person to any Obligor) to the Company
                is
                satisfied in full. If it is established at any time after Completion
                that
                any indebtedness of any kind (whether or not presently payable) was
                owing
                at Completion by any Obligor (or any Related Person to any Obligor)
                to the
                Company, contrary to the basis stated above, then each Obligor shall
                procure that such indebtedness is immediately paid in
                full.

            


    

     

    
      	
              7.3

            	
              The
                Obligors shall procure that on Completion the Company is released
                from all
                guarantees and indemnities given by the Company. The Obligors
                shall procure that on Completion all indebtedness owing immediately
                before
                Completion from either
                Obligor (or any Related Person to any Obligor) to the
                Company
                is
                or has been satisfied in full together with all interest accruing
                on it up
                to (but excluding) Completion.

            


    


    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    
      	
              8.

            	
              SELLER'S
                WARRANTIES

            


    

     

    
      	
              8.1

            	
              The
                Sellers
                represent and warrant to the Purchaser that each of the statements
                set
                out:

            


    

     

    
      	 	
              (a)

            	
              in
                Part 1
                of Schedule 3 will
                at Completion be true, accurate and not misleading; and
                

            


    

     

    
      	 	
              (b)

            	
              in
                Part 2
                of
                Schedule 3
                is
                at the date of this agreement and will at Completion be true, accurate
                and
                not misleading.

            


    

     

    
      	
              8.2

            	
              Each
                of the Warranties is separate and independent and, except as expressly
                provided to the contrary in this agreement, is not limited by reference
                to
                any other Warranty.

            


    

     

    
      	
              8.3

            	
              None
                of the Warranties shall, and the Purchasers' ability to make any
                claim
                under this agreement shall not, be treated as waived, qualified or
                otherwise affected by any actual knowledge or any knowledge imputed
                to the
                Purchaser or its agents and advisers, including any knowledge resulting
                from any due diligence investigation carried out by or on behalf
                of the
                Purchaser before Completion or which the Purchaser has or obtains
                otherwise than in pursuance of its rights under this
                agreement.

            


    

     

    
      	
              8.4

            	
              Without
                prejudice to any other remedy available to the Purchaser or its ability
                to
                claim damages on any basis which is available to it by reason of
                any of
                the Warranties being untrue or misleading or being breached, the
                Obligors
                will, under section 725 et seq. of the Commercial Code, indemnify
                the
                Purchaser in respect of all liabilities (including costs, damages
                or
                losses, fees and expenses) that the Purchaser may suffer resulting
                from or
                in connection with any of the Warranties being breached, untrue or
                misleading, and for any breach by any of the Obligors of any of their
                obligations under this agreement, including an amount equal to any
                deficiency or liability of the Company which arises from any of the
                Warranties being breached, untrue or misleading and which would not
                have
                existed or arisen if the Warranty in question had not been breached,
                untrue or misleading.

            


    

     

    
      	
              8.5

            	
              For
                the purposes of clause 8.4
                the parties confirm that:

            


    

     

    
      	 	
              (a)

            	
              the
                Obligors have requested the Purchaser to rely on the Warranties being
                true
                and accurate as of the date when made or deemed to be made and on
                the
                Obligors' promise to comply with all their obligations in this agreement
                and the Purchaser has not been obliged to make such reliance;
                and

            


    

     

    
      	 	
              (b)

            	
              section
                728 of the Commercial Code does not apply to the Purchaser under
                this
                clause.

            


    

     

    
      	
              9.

            	
              ANNOUNCEMENTS
                AND CONFIDENTIALITY

            


    

     

    
      	
              9.1

            	
              No
                party shall make or permit any person connected with it to make any
                announcement concerning this sale and purchase or any ancillary matter
                before, on or after Completion except as required by law or any competent
                regulatory body or with the prior written approval of the other parties,
                such approval not to be unreasonably withheld or
                delayed.

            


    

     

    
      	
              9.2

            	
              The
                Purchaser:

            


    

     

    
      	 	
              (a)

            	
              shall
                keep confidential all information provided to it by Sellers which
                relates
                to the Sellers; and

            


    


    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (b)

            	
              if
                after Completion, the Company holds confidential information relating
                to
                Sellers, shall keep that information confidential and, to the extent
                reasonably practicable, shall return that information to the relevant
                Seller or destroy it.

            


    

     

    
      	
              9.3

            	
              Each
                Obligor shall and shall procure
                that:

            


    

     

    
      	 	
              (a)

            	
              any
                person connected with it from time to time shall keep confidential
                all
                information provided to it by or on behalf of the Purchaser or otherwise
                obtained by or in connection with this agreement which relates to
                any
                member of the Purchaser; and

            


    

     

    
      	 	
              (b)

            	
              if
                after Completion an Obligor holds confidential information relating
                to the
                Company, it shall keep that information confidential and, to the
                extent
                reasonably practicable, shall return that information to the Purchaser
                or
                destroy it.

            


    

     

    
      	
              9.4

            	
              Nothing
                in this clause prevents any confidential information being
                disclosed:

            


    

     

    
      	 	
              (a)

            	
              with
                the written approval of the other parties, which in the case of any
                announcement shall not to be unreasonably withheld or delayed;
                or

            


    

     

    
      	 	
              (b)

            	
              to
                the extent required by law or any competent regulatory body, but
                a party
                required to disclose any confidential information shall promptly
                notify
                the other parties, where practicable and lawful to do so, before
                disclosure occurs and co-operate with the other parties regarding
                the
                timing and content of such disclosure or any action which the other
                parties may reasonably elect to take to challenge the validity of
                such
                requirement.

            


    

     

    
      	
              9.5

            	
              Nothing
                in this clause prevents disclosure of confidential information by
                any
                party:

            


    

     

    
      	 	
              (a)

            	
              to
                the extent that the information is in or comes into the public domain
                other than as a result of a breach of any undertaking or duty of
                confidentiality by that party/any person;
                or

            


    

     

    
      	 	
              (b)

            	
              to
                that party's professional advisers, auditors or bankers, but before
                any
                disclosure to any such person the relevant party shall procure that
                he is
                made aware of the terms of this clause and shall use its best endeavours
                to procure that each such person adheres to those terms as if he
                were
                bound by the provisions of this
                clause.

            


    

     

    
      	
              10.

            	
              NOTICES

            


    

     

    
      	
              10.1

            	
              Any
                notice or other formal communication given under this agreement (which
                includes fax, but not email) must be in writing and may be delivered
                in
                person, or sent by post or fax to the party to be served at its address
                appearing in this agreement as
                follows:

            


    

     

    
      	
              (a)

            	
              to
                the Obligors at:

            	
              (b)

            	
              to
                the Purchaser at:

            
	 	
              MEDIA
                PARTNER, spol. s r.o.

            	 	 
	 	
              Skuteckého
                23

            	 	
              71-91
                Aldwych

            
	 	
              974
                01 Banská Bystrica

            	 	 
	 	
              and

            	 	
              London
                WC2B 4HN

            
	 	
              SALIS,
                spol. s r.o.

            	 	 
	 	
              Bystrická
                cesta 13

            	 	
              United
                Kingdom 

            
	 	
              03401
                Ružomberok

            	 	 
	 	
              MEDIA
                PARTNER: 02/48700049

            	 	
              Fax:
                +44 20 7430 5403

            
	 	
              SALIS:
                044/4324734

            	 	 
	 	
              marked
                for the attention of:

            	 	
              marked
                for the attention of General Counsel,

            
	 	
              MEDIA
                PARTNER: Ján Kováčik

            	 	 
	 	
              SALIS:
                Ing. Milan Fiľo

            	 	 


    

    

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

    

     

    or
      at any
      such other address or fax number of which it shall have given notice for this
      purpose to the other parties under this clause. Any notice or other
      communication sent by post shall be sent by prepaid recorded delivery post
      or by
      prepaid airmail (if the country of destination is not the same as the country
      of
      origin).

     

    
      	
              10.2

            	
              Any
                notice or other communication shall be deemed to have been
                given:

            


    

     

    
      	 	
              (a)

            	
              if
                delivered, on the date of delivery;
                or

            


    

     

    
      	 	
              (b)

            	
              if
                sent by post, on the second Business Day after it was put into the
                post;
                or 

            


    

     

    
      	 	
              (c)

            	
              if
                sent by fax, on the date of transmission, if transmitted before
                3.00 p.m. (local time at the country of destination) on any Business
                Day, and in any other case on the Business Day following the date
                of
                transmission.

            


    

     

    
      	
              10.3

            	
              In
                proving the giving of a notice or other communication, it shall be
                sufficient to prove that delivery was made or that the envelope containing
                the communication was properly addressed and posted by prepaid recorded
                delivery post or by prepaid airmail or that the fax was properly
                addressed
                and transmitted, as the case may
                be.

            


    

     

    
      	
              11.

            	
              FURTHER
                ASSURANCES

            


    

     

    
      	
              11.1

            	
              On
                or after Completion each
                Obligor shall, at its
                own cost and expense, execute and do (or procure to be executed and
                done
                by any other necessary party) all such documents, acts and things
                as the
                Purchaser may from time to time require in order to acquire the Shares
                or
                as otherwise may be necessary to give full effect to the Transaction
                Documents.

            


    

     

    
      	
              11.2

            	
              In
                relation to the
                Company,
                the Obligors shall
                procure the convening of all meetings, the giving of all waivers
                and
                consents and the passing of all resolutions as are necessary under
                statute, its constitutional documents or any agreement or obligation
                affecting it to give effect to the Transaction
                Documents.

            


    

     

    
      	
              12.

            	
              ASSIGNMENTS

            


    

     

    
      	
              12.1

            	
              None
                of the rights or obligations under this agreement may be assigned
                or
                transferred without the prior written consent of all the
                parties.

            


    

     

    
      	
              13.

            	
              PAYMENTS

            


    

     

    
      	
              13.1

            	
              Unless
                otherwise expressly stated (or as otherwise agreed in the case of
                a given
                payment), each payment of Initial Consideration to be made under
                this
                agreement shall be made in EURO and each other payment in SKK by
                transfer
                of the relevant amount into the relevant account on or before the
                date the
                payment is due for value on that date. The relevant account for a
                given
                payment is:

            


    

    
       

      
        	 	
                (a)

              	
                if
                  that payment is to the Sellers,
                  to each account of the Sellers
                  at:

              


      

    


    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    
      	
              MEDIA
                PARTNER

            	 
	 	 
	
              bank:

            	
              Tatra
                banka, a.s., Bratislava

            
	 	 
	
              sort
                code:

            	
              IBAN
                CODE: SK8611000000002621704480

            
	 	 
	
              account
                number:

            	
              2621704480/1100,
                SWIFT: TATRSKBX

            
	 	 
	
              SALIS

            	 
	 	 
	
              bank:
                

            	
              Tatra
                banka, a.s., Bratislava

            
	 	 
	
              sort
                code:

            	
              IBAN
                CODE: SK1711000000002620111042

            
	 	 
	
              account
                number:

            	
              2620111042/1100,
                SWIFT: TATRSKBX

            


    

     

    or
      such
      other account as the Sellers
      shall,
      not less than three Business Days before the date that payment is due, have
      specified by giving notice to the Purchaser for the purpose of that payment;
      and

     

    
      	 	
              (b)

            	
              if
                that payment is to the Purchaser, the account as the Purchaser shall,
                not
                less than three Business Days before the date that payment is due,
                have
                specified by giving notice to the Sellers
                for the purpose of that payment.

            


    

     

    
      	
              13.2

            	
              If
                a party defaults in the payment when due of any sum payable under
                this
                agreement, it shall pay interest on that sum from the date on which
                payment is due until the date of actual payment (as well after as
                before
                judgment) at an annual rate of 1.0 per cent. above the one (1) month
                EURIBOR rate valid on the first day of default and each monthly
                anniversary thereof, which interest shall accrue from day to day
                and be
                compounded monthly.

            


    

     

    
      	
              13.3

            	
              If
                either
                Obligor is required by law to make a deduction or withholding in
                respect
                of any sum payable under this agreement, such
                Obligor shall, at the same time as the sum which is the subject of
                the
                deduction or withholding is payable, make a payment to the Purchaser
                of
                such additional amount as shall be required to ensure that the net
                amount
                received by the Purchaser will equal the full amount which would
                have been
                received by it had no such deduction or withholding been required
                to be
                made.

            


    

     

    
      	
              14.

            	
              GENERAL

            


    

     

    
      	
              14.1

            	
              Each
                of the obligations, Warranties and undertakings set out in this agreement
                (excluding any obligation which is fully performed at Completion)
                shall
                continue in force after Completion and shall not be affected by the
                waiver
                of any Condition or any notice given by the Purchaser in respect
                of any
                Condition.

            


    

     

    
      	
              14.2

            	
              Where
                any obligation, representation, warranty or undertaking in this agreement
                is expressed to be made, undertaken or given by the Sellers or the
                Obligors, they shall be jointly and severally responsible in respect
                of
                it.

            


    

     

    
      	
              14.3

            	
              The
                Purchaser may release or compromise in whole or in part the liability
                of
                either
                of
                the Obligors under this agreement or grant any time or indulgence
                to that
                Obligor without affecting the liability of the
                other Obligor.

            


    

     

    
      	
              14.4

            	
              Except
                as otherwise expressly provided in this agreement each party shall
                pay the
                costs and expenses incurred by it in connection with the entering
                into and
                completion of this agreement.

            


    

     

    
      	
              15.

            	
              WHOLE
                AGREEMENT

            


    

     

    
      	
              15.1

            	
              This
                agreement and the Transaction Documents to which the Obligors or
                the
                Sellers are party contains the whole agreement between the parties
                relating to the transactions contemplated by this agreement and supersede
                all previous agreements, whether oral or in writing, between the
                parties
                relating to these transactions.

            


    


    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    
      	
              15.2

            	
              Each
                party acknowledges that in agreeing to enter into this agreement
                it has
                not relied on any representation, warranty, collateral contract or
                other
                assurance (except those set out in this agreement or any Transaction
                Document) made by or on behalf of the other party before the entering
                into
                of this agreement. Each party waives all rights and remedies which,
                but
                for this sub-clause, might otherwise be available to it in respect
                of any
                such representation, warranty, collateral contract or other
                assurance.

            


    

     

    
      	
              16.

            	
              GOVERNING
                LAW AND JURISDICTION

            


    

     

    
      	
              16.1

            	
              This
                agreement is governed by Slovak law. This agreement is governed by
                the
                provisions of the Commercial Code, save for those disapplied or modified
                by this agreement.

            


    

     

    
      	
              16.2

            	
              Each
                of the parties agrees that the application of any provision of Slovak
                law
                that is not of a strictly mandatory nature is expressly excluded
                to the
                extent that it could alter the meaning or purpose of any provision
                of this
                agreement.

            


    

     

    
      	
              16.3

            	
              Any
                dispute arising out of or in connection with this agreement (including
                any
                question regarding its existence, validity, binding effect or termination)
                shall be referred to, and finally resolved in arbitration proceedings
                conducted under the Rules of Arbitration of the ICC (the Rules).
                The Rules are deemed to be incorporated by reference into this agreement.
                The tribunal shall consist of three arbitrators who shall be appointed
                by
                the parties in writing (pursuant to the Rules), or if they fail to
                do so,
                within 21 days of the day when any of the parties requested the dispute
                to
                be resolved by arbitration, by one arbitrator appointed pursuant
                to the
                Rules. The place of any such arbitration shall be Vienna and the
                language
                of proceedings English. The parties will be bound by any resulting
                arbitral award.

            


    

     

    
      	
              16.4

            	
              For
                the purposes of this clause, in respect of any dispute between the
                Sellers
                (or the Obligors) on the one hand, and the Purchaser on the other,
                the
                Sellers (or the Obligors) shall at the request of the Purchaser be
                obliged
                to act as one party in any proceedings, and shall not institute multiple
                proceedings in respect of the dispute. In respect of any dispute
                between
                the Obligors that does not involve the Purchaser as a party, the
                Obligors
                may act individually.

            


    

     

    
      	
              17.

            	
              LANGUAGE

            


    

     

    This
      agreement is executed in two language versions, one in the Slovak language
      and
      one in the English language. All notices, demands, requests, statements,
      certificates or other documents or communications under this agreement shall
      be
      in English unless otherwise agreed. In the case of any inconsistency or
      discrepancy between the Slovak version and the English version of this
      agreement, the English version shall prevail.

     

    
      	
              18.

            	
              TERMINATION

            


    

     

    This
      agreement cannot be terminated or rescinded otherwise than in accordance with
      clause 3.3
      or
      4.3.

     

    
      	
              19.

            	
              AMENDMENTS

            


    

     

    This
      agreement may be only amended by written amendments executed by all parties.
      Save as provided otherwise in this agreement, the same shall apply to waivers
      of
      rights under this agreement.

     

    AS
      WITNESS
      this
      agreement has been signed by the parties (or their duly authorised
      representatives) on the date stated at the beginning of this
      agreement.


    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    


    SCHEDULE
      1

     

    THE
      SELLERS

     

    

      
        	
                (A)

              	
                (B)

              	
                (C)

              
	
                Name
                  of Seller

              	
                Number
                  of Shares (including serial numbers if Shares are registered
                  shares)

              	
                Cash
                  Consideration (€)

              
	
                MEDIA
                  PARTNER, spol. s r.o.

              	
                13,500
                  ordinary shares, each with a nominal value of SKK 1,000: series:
                  A numbers
                  of shares 0851-1000, series: B numbers of shares 75651-89000, issued
                  as
                  two global shares replacing shares.

              	
                €3,500,000

              
	
                SALIS,
                  s.r.o.

              	
                45,900
                  ordinary shares, each with a nominal value of SKK 1,000: series:
                  A numbers
                  of shares 0001-0510, series: B numbers of shares 00001-45390, issued
                  as
                  two global shares replacing shares.

              	
                €3,500,000

              


      

    


    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    SCHEDULE
      2

     

    THE
      Company

     

    


    
      	
              Company
                name:

            	
              A.R.J.,
                a.s.

            
	 	 
	
              Identification
                number:

            	
              36
                379 921

            
	 	 
	
              Registered
                office:

            	
              Skuteckého
                23, Banská Bystrica 974 01 

            
	 	 
	
              Date
                of incorporation:

            	
              14
                April 1998

            
	 	 
	
              Legal
                form:

            	
              joint-stock
                company

            
	 	 
	
              Board
                of Directors:

            	
              Ján
                Kováčik, member

            
	 	
              Ing.
                Milan Fiľo, chairman

            
	 	
              Ing.
                František Vizváry, member 

            
	 	 
	
              Acting
                on behalf of the Company:

            	
              All
                directors together

            
	 	 
	
              Registered
                capital:

            	
              SKK
                90,000,000

            
	 	 
	
              Number,
                type, kind and nominal value of shares:

            	
              90,000
                issued, registered, ordinary shares (in Slovak "na meno"), in certificated
                form (in Slovak "listinné"), series: A numbers of shares 0001-1000,
                series: B numbers of shares 00001-89000, each with nominal value
                of SKK
                1,000 each, issued as 6 global share certificates replacing the shares
                

            
	
              Supervisory
                Board:

            	
              Stanislav
                Pavlík - chairman 

            
	 	
              Ing.
                Milan Varchola - member

            
	 	
              Ing.
                Miroslav Vajs - member 

            


    

    

      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      

SCHEDULE
      3

     

    WARRANTIES

     

    PART
      1

     

    WARRANTIES
      REGARDING PRE-COMPLETION ACTIVITIES

     

    After
      the
      execution of this agreement and prior to Completion, the Company has not made
      any of the following decisions without the prior written consent of the
      Purchaser:

     

    
      	
              (a)

            	
              incur
                any expenditure exceeding EURO 5,000 and incur any expenditure in
                relation
                to Taxation exceeding EURO 13,000;
                or

            


    

     

    
      	
              (b)

            	
              except
                for the transfer of the Participation Interest 1 by the Company to
                MEDIA
                INVEST under the Transaction Documents, dispose of or create any
                Encumbrance in respect of any part of its assets (including the
                Participation Interest or any part of it);
                or

            


    

     

    
      	
              (c)

            	
              borrow
                any money or make any payments out of or drawings on its bank account(s);
                or

            


    

     

    
      	
              (d)

            	
              except
                as contemplated under the Transaction Documents, enter into any contract
                or commitment, or:

            


    

     

    
      	 	
              (i)

            	
              make
                or prepay any loan; or

            


    

     

    
      	 	
              (ii)

            	
              fail
                to observe and perform any term or condition of, or waive any rights
                under, any contract or arrangement;
                or

            


    

     

    
      	 	
              (iii)

            	
              contravene
                any statute, order, regulation or the like;
                or

            


    

     

    
      	 	
              (iv)

            	
              do
                or omit to do anything which might result in the termination, revocation,
                suspension, modification or non-renewal of any licence or consent
                held by
                it or the Markíza Licence; or

            


    

     

    
      	 	
              (v)

            	
              grant
                any power of attorney; or

            


    

     

    
      	
              (e)

            	
              declare,
                make or pay any dividend or other distribution or do or allow to
                be done
                anything which renders its financial position less favourable than
                at the
                date of this agreement; or

            


    

     

    
      	
              (f)

            	
              grant,
                issue or redeem any mortgage, charge, debenture or other security
                or give
                any guarantee or indemnity; or 

            


    

     

    
      	
              (g)

            	
              employ
                any person; or 

            


    

     

    
      	
              (h)

            	
              create,
                issue, purchase or redeem any class of share or loan capital;
                or

            


    

     

    
      	
              (i)

            	
              except
                as contemplated under the Transaction Documents, pass any resolution
                of
                its shareholders, whether in general meeting or otherwise;
                or

            


    

     

    
      	
              (j)

            	
              form
                any subsidiary or acquire shares in any company or participate in,
                or
                terminate any participation in, any partnership or joint venture;
                or

            


    

     

    
      	
              (k)

            	
              agree,
                conditionally or otherwise, to do any of the foregoing; or
                

            


    

     

    
      	
              (l)

            	
              in
                any other way depart from the ordinary course of its day-to-day
                trading.

            


    


    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

     

    PART
      2

     

    OTHER
      WARRANTIES

     

    
      	
              1.

            	
              GENERAL

            


    

     

    
      	
              1.1

            	
              Accuracy
                of recitals and schedules

            


    

     

    The
      particulars relating to the Company and the Shares set out in the schedules
      to
      this agreement are true and accurate and there have been made no further filings
      or actions that would change or amend the facts stated therein.

     

    
      	
              1.2

            	
              Capacity
                and consequences of sale

            


    

     

    
      	
              (a)

            	
              Each
                Obligor has the requisite capacity, power and authority to enter
                into and
                to perform this agreement.

            


    

     

    
      	
              (b)

            	
              This
                agreement
                and all other documents to be entered into by the Obligors
                in
                connection with this agreement
                will, when executed, constitute binding obligations on each
                Obligor in accordance with their respective
                terms.

            


    

     

    
      	
              (c)

            	
              The
                signature of and the compliance with the terms of this agreement
                does not and will not:

            


    

     

    
      	 	
              (i)

            	
              conflict
                with or constitute a default under any provision
                of:

            


    

     

    
      	 	
              (A)

            	
              any
                agreement or instrument to which any
                Obligor or the Company
                is
                a party; 

            


    

     

    
      	 	
              (B)

            	
              the
                constitutional and corporate documents of the
                Company, except that as of the of this agreement the Obligors has
                not
                obtained waivers of pre-emption rights of other shareholders under
                the
                articles of association of the Company to the transaction under this
                agreement, which waivers the Obligors will however obtain by
                Completion;

            


    

     

    
      	 	
              (C)

            	
              any
                order, judgment, decree or regulation or any other restriction of
                any kind
                by which any
                Obligor or the
                Company
                is
                bound; or

            


    

     

    
      	 	
              (ii)

            	
              relieve
                any other party to a contract with the
                Company
                of
                its obligations or enable that party to vary or terminate its rights
                or
                obligations under that contract;

            


    

     

    
      	 	
              (iii)

            	
              result
                in the creation or imposition of any Encumbrance on any of assets
                of the
                Company
                (including the Participation Interest in Markíza) or the repayment of any
                indebtedness of the
                Company.
                

            


    

     

    
      	
              (d)

            	
              No
                announcements, consultations, notices, reports or filings are required
                to
                be made in connection with the transactions contemplated by this
                agreement
                and no consents, approvals, registrations, authorisations or permits
                are
                required to be obtained by the Sellers
                or
                the
                Company
                in
                connection with the execution and performance of this agreement.

            


    

     

    
      	
              1.3

            	
              Constitutional
                and corporate documents

            


    

     

    
      	
              (a)

            	
              The
                Company has
                been duly incorporated and properly formed, and is validly existing
                under
                the laws of the jurisdiction of its
                incorporation.

            


    


    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

    
      	
              (b)

            	
              The
                list of shareholders and other statutory books and registers of the
                Company have been properly kept and no notice or allegation that
                any of
                them is incorrect or should be rectified has been
                received.

            


    

     

    
      	
              (c)

            	
              All
                returns, resolutions and other documents which the Company is required
                by
                law to file with or deliver have been correctly made up and duly
                filed or
                delivered.

            


    

     

    
      	
              (d)

            	
              The
                copies of the constitutional and corporate documents of the Company
                which
                have been given to the Purchaser or its advisers are true and accurate
                and
                complete, and have not been
                breached.

            


    

     

    
      	
              1.4

            	
              Ownership
                of the Shares

            


    

     

    
      	
              (a)

            	
              The
                Sellers are
                the sole owners
                of
                those of the Shares set opposite such Seller's name in column (B)
                of
                Schedule 1 and
                have
                full power, right and authority to transfer them to the
                Purchaser.

            


    

     

    
      	
              (b)

            	
              The
                Shares
                constitute 66% of the entire issued share
                capital
                of
                the Company.

            


    

     

    
      	
              (c)

            	
              The
                Shares
                have been validly issued as global shares and are fully paid up.
                The paid
                up capital has not been repaid.

            


    

     

    
      	
              (d)

            	
              No
                person is entitled or has claimed to be entitled to require the
                Company
                to
                issue any share
                either now or at any future date and whether contingently or
                not.

            


    

     

    
      	
              (e)

            	
              There
                is no Encumbrance on, over or affecting any of the Shares,
                nor is there any commitment to give or create any of the foregoing,
                and no
                person has claimed to be entitled to any of the foregoing. There
                are no
                outstanding depositary receipts in relation to the Shares.

            


    

     

    
      	
              1.5

            	
              Subsidiaries,
                associations and branches

            


    

     

    The
      Company:

     

    
      	 	
              (a)

            	
              does
                not hold, nor has it agreed to acquire, any interest of any other
                company
                (except for the Participation Interest in
                Markíza);

            


    

     

    
      	 	
              (b)

            	
              is
                not, nor has it agreed to become, a member of any partnership (whether
                incorporated or unincorporated) or other unincorporated association,
                joint
                venture or consortium (other than recognised trade associations);
                and

            


    

     

    
      	 	
              (c)

            	
              does
                not have any branch or any permanent
                establishment.

            


    

     

    
      	
              1.6

            	
              Insolvency

            


    

     

    The
      Company:

     

    
      	 	
              (a)

            	
              is
                not, or is not deemed for the purposes of any law to be, unable to
                pay its
                debts as they fall due or insolvent;


            


    

     

    
      	 	
              (b)

            	
              has
                not admitted its inability to pay its debts as they fall
                due;

            


    

     

    
      	 	
              (c)

            	
              has
                not suspended making payments on any of its debts or announces an
                intention to do so;

            


    

     

    
      	 	
              (d)

            	
              has
                not begun negotiations with any creditor for the rescheduling of
                any of
                its indebtedness; 

            


    

     

    
      	 	
              (e)

            	
              has
                not had any step taken with a view to a moratorium or a composition,
                assignment or similar arrangement with any of its
                creditors;

            


    


    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (f)

            	
              has
                not had a meeting of its shareholders, directors or other officers
                convened for the purpose of considering any resolution for, to petition
                for or to file documents with a court for, its winding-up, administration
                or dissolution or passed any such resolution;


            


    

     

    
      	 	
              (g)

            	
              has
                not had any person present a petition, or file documents with a court,
                for
                its bankruptcy, composition, winding-up or
                dissolution;

            


    

     

    
      	 	
              (h)

            	
              has
                not had an order for its bankruptcy, composition, winding-up,
                administration or dissolution made;


            


    

     

    
      	 	
              (i)

            	
              has
                not had any liquidator, trustee in bankruptcy or composition, or
                similar
                officer appointed in respect of it or any of its assets;
                and

            


    

     

    
      	 	
              (j)

            	
              has
                had any other analogous step or procedure taken in any jurisdiction,
                or
                should have taken any step mentioned above but has not done
                so.

            


    

     

    
      	
              1.7

            	
              Ownership
                of assets

            


    

     

    The
      Company does not own any assets other than those assets that are shown in
      accounting records of the Company.

     

    
      	
              1.8

            	
              Specific
                Warranties on the sale of Participation Interest
                1

            


    

     

    The
      disposal by the Company of the Participation Interest 1:

     

    
      	 	
              (a)

            	
              has
                not been done in circumstances where the consideration actually received
                or receivable for the disposal is less than or exceeds the consideration
                which could be deemed to have been received for tax purposes;
                

            


    

     

    
      	 	
              (b)

            	
              could
                not be viewed as tax avoidance or tax evasion by a tax authority;
                

            


    

     

    
      	 	
              (c)

            	
              could
                not result in the Company liability to make any payment of Taxation;
                and

            


    

     

    
      	 	
              (d)

            	
              could
                not be capable of being set aside, challenged, reversed, voided or
                affected in whole or in part by any creditor of the Company or any
                third
                party (whether in bankruptcy, composition, liquidation or any similar
                proceedings or otherwise).

            


    

     

    
      	
              1.9

            	
              Vulnerable
                prior transactions

            


    

     

    There
      has
      been no transaction pursuant to or as a result of which (i) any of the Shares
      or
      (ii) any asset owned, purportedly owned or otherwise held by the
      Company
      is
      liable to be transferred or re-transferred to another person or which gives
      or
      may give rise to a right of compensation or other payment in favour of another
      person under the law of any relevant jurisdiction.

     

    
      	
              1.10

            	
              Compliance
                with statutes

            


    

     

    Neither
      the Company,
      nor any
      of the representatives of the
      Company,
      has
      done or omitted to do anything which is a contravention of any statute, order,
      regulation or the like which has resulted or may result in any fine, penalty
      or
      other liability or sanction on the part of the
      Company.

     

    
      	
              1.11

            	
              Licences
                and consents

            


    

     

    The
      Company
      has, and
      has at all times complied with the terms and conditions of, all licences
      (including statutory licences), authorisations and consents necessary to carry
      on its business as it does at present and (so far as the Sellers are
      aware)
      no circumstances exist which may result in the termination, revocation,
      suspension or modification of any of those licences, authorisations or consents
      or that may prejudice the renewal of any of them, including the Markíza
      License.


    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

     

    
      	
              1.12

            	
              Insider
                contracts

            


    

     

    
      	
              (a)

            	
              The
                Company is
                not
                a
                party to any contract or arrangement in which any of the Sellers
                or any
                person connected with any of the Sellers is interested, directly
                or
                indirectly, except for the Agreement on coordinated procedure, nor
                has
                there been any such contract or arrangement at any time during three
                years
                ending on the date of this
                agreement.

            


    

     

    
      	
              (b)

            	
              The
                Company is
                not
                a
                party to, nor have the profits or financial position of the
                Company
                during three financial periods ended on the Accounts Date been affected
                by, any contract or arrangement which is not of an entirely arm's
                length
                nature.

            


    

     

    
      	
              (c)

            	
              None
                of the Sellers nor any person connected with any Seller is a party
                to any
                contract or arrangement for the provision of finance, goods, services
                or
                other facilities to or by the
                Company
                or
                in any way relating to, or to the affairs of, the
                Company.

            


    

     

    
      	
              1.13

            	
              Litigation

            


    

     

    
      	
              (a)

            	
              The
                Company is
                not
                engaged in any litigation, arbitration or alternative dispute resolution
                proceedings and there are no such proceedings pending or threatened
                by or
                against the
                Company.

            


    

     

    
      	
              (b)

            	
              So
                far as the Sellers are
                aware, there are no circumstances which are likely to give rise to
                any
                litigation, arbitration or alternative dispute resolution proceedings
                by
                or against the
                Company.

            


    

     

    
      	
              (c)

            	
              The
                Company is
                not
                the subject of any investigation, inquiry, enforcement proceedings
                or
                process by any governmental, administrative or regulatory body nor,
                so far
                as the Sellers are
                aware, are there any circumstances which are likely to give rise
                to any
                such investigation, inquiry, proceedings or
                process.

            


    

     

    
      	
              1.14

            	
              Environmental
                matters

            


    

     

    
      	
              (a)

            	
              The
                Company
                has at all times complied with all applicable laws concerning the
                protection of the environment, human health or welfare, the conditions
                of
                the workplace or the generation, transportation, storage, treatment
                or
                disposal of any waste.

            


    

     

    
      	
              (b)

            	
              The
                Company has not
                used, disposed of, generated, stored, treated, transported, dumped,
                released, deposited, buried or emitted any waste or dangerous
                substance.

            


    

     

    
      	
              2.

            	
              ACCOUNTS
                AND FINANCIAL

            


    

     

    
      	
              2.1

            	
              Accuracy
                of Accounts

            


    

     

    The
      Accounts:

     

    
      	 	
              (a)

            	
              have
                been prepared in accordance with generally accepted accounting principles
                and practices in Slovakia and the applicable law and
                regulations;

            


    

     

    
      	 	
              (b)

            	
              have
                been prepared by the Accountants and will be authorised by the auditor
                who
                will render an auditor's certificate without
                qualification;

            


    

     

    
      	 	
              (c)

            	
              state
                the assets and liabilities of the Company and are true and correct
                in all
                respects and fairly present the financial state of affairs of the
                Company
                as at the Accounts Date and of the profit or loss of the Company
                for the
                period ended on the Accounts Date or (as the case may be) in respect
                of
                the periods for which they were
                prepared;

            


    


    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (d)

            	
              contain
                either provisions or reserves, as required under generally accepted
                accounting principles in Slovakia and the applicable laws and regulations,
                to cover all Taxation (including deferred Taxation) and other liabilities
                (whether quantified, contingent or otherwise), bad and doubtful accounts
                payable and as at the Accounts
                Date;

            


    

     

    
      	 	
              (e)

            	
              do
                not show any material one-off extraordinary items, including
                gains;
                and

            


    

     

    
      	 	
              (f)

            	
              have
                been duly filed in accordance with applicable
                law.

            


    

     

    
      	
              2.2

            	
              Business

            


    

     

    The
      Company
      does not
      trade or conduct any business, but holds the Participation Interest in
      Markíza.

     

    
      	
              2.3

            	
              Books
                and records

            


    

     

    All
      accounts, books, ledgers and other financial records of the
      Company:

     

    
      	 	
              (a)

            	
              have
                been properly maintained and contain accurate records of all matters
                required to be entered in them under the applicable laws;
                and

            


    

     

    
      	 	
              (b)

            	
              give
                a true and fair view of the matters which ought to appear in
                them.

            


    

     

    
      	
              2.4

            	
              Position
                since Accounts Date

            


    

     

    Since
      the
      Accounts Date:

     

    
      	 	
              (a)

            	
              there
                has been no deterioration in the financial position or the prospects
                of
                the
                Company;
                and

            


    

     

    
      	 	
              (b)

            	
              the
                Company
                has paid its creditors within the times agreed with them and, without
                limiting the foregoing, and the Company has no indebtedness other
                than the
                indebtedness shown in the accounting records of the Company all of
                which
                shall be repaid before the Completion
                Date.

            


    

     

    
      	
              2.5

            	
              Capital
                commitments

            


    

     

    Except
      as
      expressly disclosed in the Accounts, the
      Company did not have
      any
      commitment on capital account outstanding at the Accounts Date. Since the
      Accounts Date the
      Company has
      not
      entered
      into nor
      agreed
      to enter into any capital commitment.

     

    
      	
              2.6

            	
              Dividends
                and distributions

            


    

     

    
      	
              (a)

            	
              No
                dividend or other distribution of profits or assets has been or agreed
                to
                be declared, made or paid by the
                Company
                since the Accounts Date.

            


    

     

    
      	
              (b)

            	
              All
                dividends or other distributions of profits or assets declared, made
                or
                paid since the date of incorporation of the
                Company
                have been declared, made and paid in accordance with law and its
                constitutional documents.

            


    


    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    

     

    
      	
              2.7

            	
              Borrowings,
                loan capital and
                guarantees

            


    

     

    The
      Company does
      not
      have
      outstanding any loan capital or any money borrowed or raised, including money
      raised by acceptances or debt factoring, or any liability (whether present
      or
      future, actual or contingent) in respect of any guarantee or
      indemnity.

     

    
      	
              2.8

            	
              Derivative
                transactions

            


    

     

    The
      Company does
      not
      have
      outstanding any obligations in respect of a derivative transaction including
      any
      foreign exchange transaction.

     

    
      	
              2.9

            	
              Government
                grants

            


    

     

    The
      Company is
      not
      subject
      to any arrangement for receipt or repayment of any grant, subsidy or financial
      assistance from any governmental department or other body.

     

    
      	
              2.10

            	
              Loans

            


    

     

    The
      Company has
      not
      lent any
      money which has not been repaid to it and
      does
      not own
      the
      benefit of any debt (whether present or future, actual or contingent) other
      than
      those loans provided to the shareholders of the Company that are shown in the
      accounting records of the Company all of which shall be repaid as of the
      Completion Date.

     

    
      	
              2.11

            	
              Bank
                accounts

            


    

     

    
      	
              (a)

            	
              The
                statement of the Company's
                bank accounts as at a date not more than two days before the date
                of this
                agreement given to the Purchaser is correct, and the
                Company does
                not have
                any bank or deposit account (whether in credit or overdrawn) not
                included
                in that statement. Since the date of that statement there has not
                been any
                payment out of any of the accounts concerned and the balance on each
                such
                account is not materially different from the balance shown on that
                statement.

            


    

     

    
      	
              (b)

            	
              At
                Completion, at least SKK 8,000,000 is available as free cash on the
                bank
                account of the Company.

            


    

     

    
      	
              2.12

            	
              Political
                and charitable donations

            


    

     

    The
      Company has
      not
      incurred
      any political expenditure or made any political or charitable donation in the
      current or preceding financial year and
      is
      not
      under
      any commitment to do so.

     

    
      	
              3.

            	
              COMMERCIAL

            


    

     

    
      	
              3.1

            	
              Suppliers
                and customers

            


    

     

    The
      Company has and never had any suppliers or customers other than those which
      are
      parties to the contracts listed in 3.2 below.

     

    
      	
              3.2

            	
              Contracts

            


    

     

    The
      Company is
      not
      a party
      to any contract other than the contract for the transfer of Participation
      Interest 1 to MEDIA INVEST, the Agreement on coordinated procedure, accounting
      records maintenance agreement, agreement for the lease of non-residential
      premises, loan agreements with shareholders of the Company, agreement on
      maintenance of bank account in banks, agreement for maintenance of the list
      of
      shareholders.


    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    

     

    
      	
              3.3

            	
              Anti-competitive
                arrangements

            


    

     

    The
      Company
      is
      not,
      and has
      not been, a party to any agreement or concerted practice or involved in any
      business conduct which infringes any anti-trust or similar legislation in any
      jurisdiction nor
      has,
      pursuant to any such legislation, given any undertaking, applied for negative
      clearance, exemption, guidance or approval, had an order, notice or direction
      made against it or received any request for information or statement of
      objections from or corresponded with any court or authority. The
      Company
      has
      not
      been in
      receipt of any state aid within the meaning of Article 87(1) EC (formerly
      Article 92(1) of the EC Treaty).

     

    
      	
              3.4

            	
              Intellectual
                property

            


    

     

    
      	
              (a)

            	
              The
                Company never had or licensed any Intellectual Property Rights.

            


    

     

    
      	
              (b)

            	
              No
                activities of the
                Company
                infringe or are likely to infringe any Intellectual Property Right
                of any
                third party and no claim has been made against the
                Company
                or
                any such licensee in respect of such
                infringement.

            


    

     

    
      	
              (c)

            	
              So
                far as the Sellers are
                aware there has been no unauthorised use by any person of any confidential
                information of the
                Company.

            


    

     

    
      	
              3.5

            	
              Business
                names

            


    

     

    The
      Company carries
      on
      business under its own corporate name and under no other name.

     

    
      	
              3.6

            	
              Powers
                of attorney

            


    

     

    The
      Company has
      not
      granted
      any power of attorney or similar authority which remains in force other than
      a
      power of attorney to Ing Miroslav
      Demjanovič to represent the Company before the Slovak securities centre
      (Stredisko
      cenných papierov SR, a.s.)
      and a
      power of attorney to Mr Ľubomír Messinger to represent the Company before the
      Central Depositary.

     

    
      	
              4.

            	
              TAXATION

            


    

     

    
      	
              (a)

            	
              The
                Company maintains adequate and proper records for tax purposes, and
                has
                made all filings of its tax returns. The Company is not in any dispute
                with any tax authority. 

            


    

     

    
      	
              (b)

            	
              All
                Taxation of any nature whatsoever for which the Company is and has
                been
                liable or for which the Company is and has been liable to account
                has been
                duly paid (insofar as such taxation ought to have been paid) and
                the
                Company has made all such deductions and retentions as it was obliged
                or
                entitled to make and all such payments in respect of these deductions
                and
                retentions as should have been made except for a penalty of SKK 4,124.-
                for the late payment of an advance for the income tax for 2002 that
                will
                be paid as of the Completion Date.

            


    

     

    
      	
              (c)

            	
              The
                Company has not paid or become liable to pay, and there are no
                circumstances by reason of which the Company is likely to become
                liable to
                pay, any penalty, fine, surcharge or interest in respect of
                Taxation.

            


    

     

    
      	
              (d)

            	
              The
                Company has not received any notice of enquiry or suffered any enquiry,
                investigation, audit or visit by any taxation or excise authority,
                and no
                such enquiry, investigation, audit or visit planned. The Company
                has not
                been a party to or otherwise involved in any transaction which could
                be
                viewed as tax avoidance or tax evasion by a tax
                authority.

            


    

     

    
      	
              5.

            	
              EMPLOYEES

            


    

     

    The
      Company currently has no employee (whether full time or part
      time).


    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    

     

    SCHEDULE
      4

     

    COMPLETION

     

    PART
      1

     

    SELLERS'
      Obligations

     

    At
      Completion the Obligors
      shall
      procure:

     

    
      	
              (a)

            	
              the
                delivery to the Purchaser of:

            


    

     

    
      	 	
              (i)

            	
              an
                extract from the Company's entry in the relevant Commercial Register
                certified by the relevant Commercial Register, as at a date no earlier
                than the Completion Date and showing the particulars relating to
                the
                Company set out in Schedule 2 to
                this agreement; 

            


    

     

    
      	 	
              (ii)

            	
              the
                share certificates representing the Shares duly endorsed for the
                benefit
                of the Purchaser;

            


    

     

    
      	 	
              (iii)

            	
              the
                full list of shareholders (in Slovak "zoznam
                akcionárov")
                issued by the Central Depositary for the Company and showing the
                Purchaser
                as the registered holder of all the shares in the
                Company;

            


    

     

    
      	 	
              (iv)

            	
              all
                the corporate documents, accounts and other contracts and documents
                of
                the
                Company;

            


    

     

    
      	 	
              (v)

            	
              the
                resignations of all members of board of directors and supervisory
                board of
                the Company, in each case acknowledging these persons have no claim
                against the Company,
                whether for loss of office or
                otherwise;

            


    

     

    
      	 	
              (vi)

            	
              the
                resignations
                of Mr. Ján Kováčik and Ing. František Vizváry as the executives of
                Markíza, in each case acknowledging they have no claim against Markíza,
                whether for loss of office or
                otherwise;

            


    

     

    
      	 	
              (vii)

            	
              the
                resignations of Ing. František Vizváry as the executive of STS,
                acknowledging Ing. František Vizváry has no claim against STS, whether for
                loss of office or otherwise;

            


    

     

    
      	 	
              (viii)

            	
              certified
                copies of the minutes of the meetings referred to in
                paragraphs (b)
                to (d)
                below;

            


    

     

    
      	 	
              (ix)

            	
              a
                confirmation of the relevant Commercial Register that the new memorandum
                of association of Markíza in the Agreed Form and the new memorandum of
                association and articles of STS, certified for accuracy by the executives
                of respective company have been filed with the collection of deeds
                at the
                relevant Commercial Register;

            


    

     

    
      	
              (b)

            	
              that
                an extraordinary general meeting of the
                Company
                is
                held at which it is resolved that:

            


    

     

    
      	 	
              (i)

            	
              the
                resignation of all members of its board of directors and supervisory
                board
                is acknowledged and such persons as the Purchaser nominates are appointed
                as new members of its board of directors and supervisory
                board;

            


    

     

    
      	 	
              (ii)

            	
              its
                registered office is changed to such address as the Purchaser notifies
                to
                the Seller; 

            


    

     

    
      	 	
              (iii)

            	
              its
                bank account mandates are revised in such manner as the Purchaser
                requires;

            


    

     

    
      	
              (c)

            	
              that
                an extraordinary general meeting of Markíza
                is
                held at which it is resolved that:

            


    

     

    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    

    
       

      
        	 	
                (i)

              	
                the
                  division of the Participation Interest in Markíza into the Participation
                  Interest 1 and the Participation Interest 2 is
                  approved;

              


      

       

    

    
      	 	
              (ii)

            	
              the
                transfer by the Company to MEDIA INVEST of the Participation Interest
                1 is
                approved;

            


    

     

    
      	 	
              (iii)

            	
              the
                new memorandum of association of Markíza in the Agreed Form is adopted;
                and

            


    

     

    
      	 	
              (iv)

            	
              the
                resignation of Mr
                Ján Kováčik and Ing. František Vizváry
                as
                executives is acknowledged;

            


    

     

    
      	
              (d)

            	
              that
                an extraordinary general meeting of STS
                is
                held at which it is resolved that:

            


    

     

    
      	 	
              (i)

            	
              the
                new memorandum of association and articles of STS in the Agreed Form
                is
                adopted; and

            


    

     

    
      	 	
              (ii)

            	
              the
                resignation of Ing. František Vizváry as the executive is
                acknowledged.

            


    

     

    
      	
              (e)

            	
              that
                an extraordinary general meeting of MEDIA
                INVEST
                is
                held at which it is resolved that:

            


    

     

    
      	 	
              (i)

            	
              the
                division of the 100% participation interest of Ján Kováčik in MEDIA
                INVEST
                in
                two participations interest, each of 50%, is
                approved;

            


    

     

    
      	 	
              (ii)

            	
              the
                transfer of the divided 50% participation interest to Ing. Milan
                Fiľo is
                approved;

            


    

     

    
      	 	
              (iii)

            	
              the
                new memorandum of association and articles of MEDIA INVEST in the
                Agreed
                Form is adopted; and

            


    

     

    
      	 	
              (iv)

            	
              another
                executive Ing. Milan Fiľo is
                appointed.

            


    


    
      
        
        

      

      
        25

        
          

        

      

      
        
        

      

    

     

    PART
      2

     

    PURCHASER'S
      OBLIGATIONS

     

    Subject
      to the Obligors
      having
      done or procured to be done those things set out in Part
      1 of
      this schedule, at Completion the Purchaser shall make
      a
      payment to each Seller of that amount of the Initial Consideration set against
      its
      name in
      column (C) of Schedule
      1.


    
      
        
        

      

      
        26

        
          

        

      

      
        
        

      

    


    SCHEDULE
      5

     

    INTERPRETATION

     

    
      	
              1.

            	
              In
                this agreement:

            


    

     

    Accounts
      means
      the balance sheet as at the Accounts Date, profit and loss account and cash
      flow
      statement for the year ended on the Accounts Date, of the Company and the notes
      and directors' reports relating to them, signed by the Accountants in accordance
      with Slovak accounting principles;

     

    Accountants
      means
      ABT Consult, spol. s r.o., Skuteckého 30, 974 01 Banská Bystrica, Identification
      No.: 36 035 041;

     

    Accounts
      Date
      means 31
      December 2004;

     

    Agreed
      Form
      means,
      in relation to any document, the form of that document which has been initialled
      for the purpose of identification by the Sellers and the Purchaser;

     

    Agreement
      on coordinated procedure means
      the
      agreement on coordinated procedure made between the Company, the Sellers, the
      Purchaser, Ing. Milan Fiľo, Mr. Ján Kováčik, Mr Ivan Petríček, Mr Pavol Rusko,
      Ing. František Vizváry, Mediapro and MEDIA INVEST on 22 November 2000 as amended
      by an amendment
      No. 1 dated 11 November 2002;

     

    Broadcasting
      Act
      means
      the Act No. 308/2000 Coll. on Broadcasting and Retransmission and the amendments
      to Act No. 195/2000 Coll. on Telecommunications; 

     

    Business
      Day means
      a
      day (other than a Saturday or Sunday and public holidays in the Slovak Republic)
      on which banks are open for normal business in the Slovak Republic and in the
      Netherlands;

     

    Central
      Depositary means
      Centrálny
      depozitár cenných papierov SR, a.s. or
      any
      other entity holding a central depositary's licence pursuant to the Securities
      Act;

     

    Commercial
      Code
      means
      the Slovak Act No. 513/1991 Coll. the Commercial Code;

     

    Commercial
      Register
      means a
      public register pursuant to Act. No.: 530/2003 Coll. on Commercial Register
      and
      amending and supplementing certain acts;

     

    Completion
      means
      the performance, in accordance with this agreement, of the obligations described
      in clause 4
      and
      Schedule 4;

     

    Completion
      Date means
      the
      day on which the Completion takes place;

     

    Conditions
      means
      the conditions precedent set out in clause 3
      and a
Condition
      means
      any
      of them;

     

    Consideration
      means
      the
      aggregate of the Initial Consideration and the Deferred
      Consideration;

     

    Council
      means
      the Council for Broadcasting and Retransmission pursuant to the Broadcasting
      Act;

     

    Deferred
      Consideration
      has the
      meaning given in clause 6.3;

     

    Encumbrance
      means
      any encumbrance including, without limitation, a pledge, lien, assignment by
      way
      of security, conditional transfer agreement, option, right of pre-emption,
      or
      claim of a ownership or other right, by a third party;


    
      
        
        

      

      
        27

        
          

        

      

      
        
        

      

    

     

    EURO
      means
      the
      currency of the member states of the European Union that adopted the euro as
      their currency pursuant to the EU legislation on Monetary Union;

     

    EURIBOR
      means
      the rate quoted by Reuters (or, if unavailable for four or more consecutive
      Business Days, another generally available screen rate agreed between the
      parties) to the banks in the European interbank market as of 11:00 hours
      (Brussels time) on the date on which the amount becomes overdue (or, if no
      rate
      is quoted on such date, the next following date on which a rate is quoted)
      for
      the offering of deposits in EURO for a period of one (1) month);

     

    Initial
      Consideration
      means
      that part of the consideration for the sale of the Shares set out in clause
      6.1;

     

    Material
      Adverse Effect
      means an
      effect that is or is reasonably likely to be materially adverse to the assets,
      business, results of operations, financial condition or prospects of the Company
      and/or Markíza;

     

    Markíza
      means
      MARKÍZA - SLOVAKIA, spol. s r. o., with its registered office at Bratislavská
334/18, Blatné 900 82, identification no.: 31444 873;

     

    Markíza
      Licence
      means
      the licence No. T/41 dated 7th August, 1995 for the television broadcasting,
      as
      amended, granted by the Council to Markíza;

     

    MEDIA
      INVEST means
      MEDIA INVEST spol. s r.o., having its seat at Skuteckého 23, 974 01 Banská
Bystrica, Identification number 36 044 024, registered in the commercial
      register of the District Court Banská Bystrica, section: Sro, insert No.:
      6673/S;

     

    Mediapro
      means
      MEDIAPRO 2000, s.r.o., having its seat at Štefánikova 14, Bratislava 811 05,
      identification number 36 385 603;

     

    Participation
      Interest in Markíza
      means a
      50% participation interest in Markíza owned by the Company the date of this
      agreement.

     

    Participation
      Interest 1
      means a
      part of participation interest in Markíza in the amount of 4% owned by the
      Company and representing a contribution into the registered capital of Markíza
      in the nominal value of SKK 8,000, which participation interest is to be: (a)
      created on or before Completion by division of the Participation Interest in
      Markíza and (b) transferred by the Company to MEDIA INVEST on
      Completion.

     

    Participation
      Interest
      2 means
      a part of participation interest in Markíza in the amount of 46% owned by the
      Company and representing a contribution into the registered capital of Markíza
      in the nominal value of SKK 92,000, which participation interest is to be
      created on or before Completion and then retained by the Company. 

     

    PMU
      means
      the
      Antimonopoly Office of the Slovak Republic (in Slovak "Protimonopolný
      úrad Slovenskej republiky");
      

     

    Purchaser's
      Counsel
      means
      Allen & Overy Bratislava, s.r.o.;

     

    Related
      Person means
      in
      relation to a person (the subject):
      (a)
      controlled or controlling persons (ovládaná
      a ovládajúca osoba)
      (as
      defined in §66a of the Commercial Code) in relation to any subject; or (b)
connected
      persons
      to any subject; or (c) persons or entities in which the subject has a direct
      or
      indirect ownership interest of shares or other securities;


    
      
        
        

      

      
        28

        
          

        

      

      
        
        

      

    

     

    Rusko
      Shares
      means
      30,600 issued, registered ordinary shares (in Slovak "na
      meno")
      in the
      Company, in certificated form (in Slovak "listinné"),
      series: A numbers of shares 0511-0850 and series B: numbers of shares
      45391-75650, with nominal value of SKK 1,000 each, issued as two global share
      certificates;

     

    Securities
      Act
      means
      the Act No. 566/2001 Coll. on Securities and Investment Services, amending
      and
      supplementing certain acts;

     

    Shares
      means
      59,400 issued, registered ordinary shares (in Slovak "na
      meno")
      in the
      Company, in certificated form (in Slovak "listinné"),
      series: A numbers of shares 0001-0510 and 0851-1000 and series B: numbers of
      shares 00001-45390 and 75651-89000, with nominal value of SKK 1,000 each, issued
      as four global share certificates;

     

    SKK
      means
      Slovak koruna, the lawful currency of the Slovak Republic;

     

    STS
      means
      Slovenská
      televízna spoločnosť, s.r.o., having its registered office at Okružná č. 18/10,
      900 82 Blatné, identification No.: 34 128 611, registered in the Commercial
      Register of the District Court Bratislava I in section Sro, insert No.
      12516/B.

     

    Taxation
      means
      all
      forms of taxation, duties, levies, imports and social security charges,
      including, without limitation, corporate income tax, wage withholding tax,
      national health insurance and social security contributions, value added tax,
      customs and excise duties, any type of transfer tax, withholding tax, real
      estate taxes, municipal taxes and duties, environmental taxes and duties and
      any
      other type of taxes or duties in any relevant jurisdiction; together with any
      interest, penalties, surcharges or fines relating thereto, due, payable, levied,
      imposed upon or claimed to be owed in any relevant jurisdiction;

     

    Transaction
      means
      the
      purchase by the Purchaser of entire share capital in the Company, the transfer
      of the Participation Interest 1 in Markíza by the Company to MEDIA INVEST,
      changes to the corporate documents in Markíza and STS, changes in the ownership
      in MEDIA INVEST and such other changes, as are contemplated under the
      Transaction Documents;

     

    Transaction
      Documents
      means
      this agreement, the documents referred to in it and any other agreements
      executed or to be executed on the date of this agreement or
      Completion;

     

    Warranties
      means
      the representations and warranties given by each of the Sellers to the Purchaser
      in clause 8
      and
      Schedule 3;

     

    Warranty
      Claim means
      a
      claim by the Purchaser for compensation in relation to any of the Sellers'
      Warranties being, or allegedly being, incorrect or misleading.

     

    
      	
              2.

            	
              Any
                reference, express or implied, to an enactment includes references
                to:

            


    

     

    
      	 	
              (a)

            	
              that
                enactment as re enacted, amended, extended or applied by or under
                any
                other enactment (before or after the signature of this
                agreement);

            


    

     

    
      	 	
              (b)

            	
              any
                enactment which that enactment re enacts (with or without modification);
                and

            


    

     

    
      	 	
              (c)

            	
              any
                subordinate legislation made (before or after the signature of this
                agreement) under that enactment, as re enacted, amended extended
                or
                applied as described in paragraph (a) above, or under any enactment
                referred to in paragraph (b) above,

            


    

     

    and
      enactment includes any legislation in any jurisdiction.


    
      
        
        

      

      
        29

        
          

        

      

      
        
        

      

    

     

    
      	
              3.

            	
              In
                this agreement:

            


    

     

    
      	 	
              (a)

            	
              words
                importing the singular shall include the plural and vice
                versa;

            


    

     

    
      	 	
              (b)

            	
              words
                denoting persons shall include bodies corporate and unincorporated
                associations of persons and vice versa;


            


    

     

    
      	 	
              (c)

            	
              any
                reference to e
                is
                to EURO ; and

            


    

     

    
      	 	
              (d)

            	
              references
                to a party shall include the legal successors, heirs or assigns of
                that
                party.

            


    

     

    
      	
              4.

            	
              A
                person shall be deemed to be connected
                with another if that person is dependent on another (in Slovak
                "závislá")
                within the meaning of §2 of the Slovak Income Tax Act No. 595/2003 Coll.
                

            


    

     

    
      	
              5.

            	
              In
                this agreement, unless the contrary intention appears, a reference
                to a
                clause, sub-clause, exhibit or Schedule is a reference to a clause,
                sub-clause, exhibit or schedule of this agreement. The Schedules
                and
                exhibits form part of this
                agreement.

            


    

     

    
      	
              6.

            	
              The
                headings in this agreement do not affect its
                interpretation.

            


    

     

    
      	
              7.

            	
              Sub-clauses
                1 to 8 apply unless the contrary intention is expressed in this
                agreement.

            


    


    
      
        
        

      

      
        30

        
          

        

      

      
        
        

      

    

     

    SIGNATORIES

     

    


    
      	
              Signed
                by
                Mr. Ján Kováčik

            	
              )

            	
              /s/Ján
                Kováčik

            	 
	
              for
                MEDIA
                PARTNER, spol. s r.o.

            	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	
              Signed
                by Ing. Milan Fiľo

            	
              )

            	
              /s/
                Milan Fil’o

            	 
	
              for
                SALIS,
                s.r.o.

            	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	
              Signed
                by Ing.
                Milan
                Fiľo

            	
              )

            	
              /s/Milan
                Fil’o

            	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	
              Signed
                by Mr.
                Ján Kováčik

            	
              )

            	
              /s/
                Ján Kováčik

            	 
	 	 	 	 
	 	 	 	 
	
              Signed
                by Signed by Robert
                E. Burke,

            	
              )

            	
              /s/
                Robert E. Burke

            	 
	under power
              of attorney
              	 	 	 
	
              for
                CME
                MEDIA ENTERPRISES B.V. 

            	
              )

            	 	 


    

     

     

    31