Exhibit 10.45


    
      

    


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

            
	 	 
	 	 
	 	 
	 	 
	 	
              PhDr.
                PAVOL RUSKO

            
	 	 
	 	
              AND

            
	 	 
	 	
              CME
                MEDIA ENTERPRISES B.V.

            
	 	 
	 	 
	 	 
	 	 
	 	
              28
                October 2005

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    CONTENTS

     

    
      
        	
                Clause

              	
                Page

              
	 	 
	
                1.

              	
                Interpretation

              	
                1

              
	
                2.

              	
                Sale
                  and Purchase

              	
                1

              
	
                3.

              	
                Conditions
                  Precedent

              	
                2

              
	
                4.

              	
                Completion

              	
                3

              
	
                5.

              	
                Initial
                  Consideration

              	
                5

              
	
                6.

              	
                Deferred
                  Consideration

              	
                5

              
	
                7.

              	
                Pre-Completion

              	
                5

              
	
                8.

              	
                Loans
                  and Guarantees

              	
                6

              
	
                9.

              	
                Warranties

              	
                7

              
	
                10.

              	
                Protective
                  Covenants

              	
                8

              
	
                11.

              	
                Announcements
                  and Confidentiality

              	
                9

              
	
                12.

              	
                Notices

              	
                10

              
	
                13.

              	
                Further
                  Assurances

              	
                11

              
	
                14.

              	
                Assignments

              	
                11

              
	
                15.

              	
                Payments

              	
                11

              
	
                16.

              	
                General

              	
                12

              
	
                17.

              	
                Whole
                  Agreement

              	
                12

              
	
                18.

              	
                Governing
                  Law and Jurisdiction

              	
                12

              
	
                19.

              	
                Language

              	
                13

              
	
                20.

              	
                Termination

              	
                13

              
	
                21.

              	
                Amendments

              	
                13

              
	 	 	 	 
	
                Schedule

              	
                Page

              
	 	 	 	 
	
                1.

              	
                The
                  Company

              	
                14

              
	
                2.

              	
                Warranties

              	
                15

              
	 	
                Part
                  1

              	
                Warranties
                  regarding pre-Completion activities

              	
                15

              
	 	
                Part
                  2

              	
                Other
                  Warranties

              	
                16

              
	
                3.

              	
                Completion

              	
                24

              
	 	
                Part
                  1

              	
                Seller's
                  Obligations

              	
                24

              
	 	
                Part
                  2

              	
                Purchaser's
                  Obligations

              	
                26

              
	
                4.

              	
                Interpretation

              	
                27

              
	 	 	 	 
	
                Signatories

              	
                31

              


      

    

    

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    THIS
      AGREEMENT
      is made
      on 28 October 2005:

     

    BETWEEN:

     

    
      	
              (1)

            	
              PhDr.
                Pavol Rusko,
                residing at Ľudovíta Fullu No. 10, 841 05 Bratislava, birth No.
                630820/7147 (the Seller);
                and

            


    

     

    
      	
              (2)

            	
              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
                Seller is an owner of 34 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
                Seller wishes to sell and the Purchaser wishes to purchase 34 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
                4
                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.

            


    

     

    
      	
              2.

            	
              SALE
                AND PURCHASE

            


    

     

    
      	
              2.1

            	
              Subject
                to the Conditions being satisfied or, where applicable, waived,
                the
                Seller
                shall sell and the Purchaser shall purchase the
                Shares.

            


    

     

    
      	
              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 clauses 5 and 6.

            


    

     

    
      	
              2.4

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

            


    

     

    
      	
              2.5

            	
              The
                Seller:

            


    


    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (a)

            	
              covenants
                with the Purchaser that it
                has the right to sell and transfer to the Purchaser the ownership
                title in
                the Shares on the terms set out in this agreement;
                and

            


    

     

    
      	 	
              (b)

            	
              waives
                all rights of pre-emption which he may have (whether under the
                Company's constitutional documents or otherwise) in respect of the
                transfer to the Purchaser of any shares of the Company 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 being satisfied on inspection and investigation as
                to:

            


    

     

    
      	 	
              (i)

            	
              the
                financial, contractual and taxation position of the
                Company;

            


    

     

    
      	 	
              (ii)

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

            


    

     

    
      	 	
              (b)

            	
              either:

            


    

     

    
      	 	
              (i)

            	
              the
                PMU notifying the Purchaser 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 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;

            


    

     

    
      	 	
              (d)

            	
              the
                Purchaser having received 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 a certified copy of an Amendment No. 2
                to the
                Agreement on coordinated procedure in Agreed Form executed by the
                relevant
                parties and an agreement for the termination of the Agreement on
                coordinated procedure in Agreed Form executed by the relevant
                parties;

            


    

     

    
      	 	
              (f)

            	
              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 the Seller of the
                Shares
                from Mediapro;

            


    

     

    
      	 	
              (g)

            	
              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;

            


    


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (h)

            	
              the
                Purchaser having received from the Seller 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
                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 the Conditions above (either in whole or in part)
                at
                any time by giving notice to the Seller. 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 Condition 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 11
                to
                21
                and the provisions of Schedule
                4,
                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.

            


    

     

    
      	
              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(g)
                (save for 3.1(h)
                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 Seller of this fact in
                writing.

            


    

     

    
      	
              3.5

            	
              Each
                party shall promptly inform the other party in writing about any
                relevant
                matters in relation to, and shall keep the other party 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 the other party with all information which
                the
                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
                15.00 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:

            


    


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (a)

            	
              the
                Purchaser shall notify the Seller as to whether it has completed
                the
                purchase of the Other ARJ Shares;

            


    

     

    
      	 	
              (b)

            	
              if
                the Purchaser notifies the Seller that it has completed the purchase
                of
                the Other ARJ Shares; then:

            


    

     

    
      	 	
              (i)

            	
              the
                Seller shall observe and perform the provisions of Part
                1
                of
                Schedule
                3;
                and

            


    

     

    
      	 	
              (ii)

            	
              the
                Purchaser shall observe and perform the provisions of Part
                2
                of
                Schedule
                3;

            


    

     

    
      	 	
              (c)

            	
              if
                the Purchaser notifies the Seller that it has not completed the purchase
                of the Other ARJ Shares, then the Purchaser may elect 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
                Seller.

            


    

     

    
      	
              4.3

            	
              If
                for any reason the provisions of Part
                1
                of
                Schedule
                3
                are not fully observed and performed as contemplated by clauses
                4.1
                and 4.2
                within three days from the day on which the Completion shall take
                place
                pursuant to clause 4.1,
                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 Seller. 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:

            


    

     

    
      	 	
              (a)

            	
              except
                for this sub-clause, clauses 11
                to
                21
                and the provisions of Schedule
                4,
                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)

            	
              pursuant
                to sub-clause 4.3
                as
                a result of any of the provisions
                of:

            


    

     

    
      	 	
              (i)

            	
              clause
                (a) of Part
                1
                of
                Schedule
                3;
                or 

            


    

     

    
      	 	
              (ii)

            	
              clause
                (c) of Part
                1
                of
                Schedule
                3
                in
                relation to the resignations of Ing. František Vizváry and Stanislav
                Pavlík; or 

            


    

     

    
      	 	
              (iii)

            	
              clause
                (d) or (e) of Part
                1
                of
                Schedule
                3
                in
                relation to the resignations of Ing. František
                Vizváry,

            


    

     

    not
      being
      fully observed and performed as contemplated by clauses 4.1
      and
4.2,
      then
      the Seller shall:

     

    
      	 	
              (iv)

            	
              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

            


    

     

    
      	 	
              (v)

            	
              pay
                to the Purchaser a contractual penalty in the an amount equal to
                10% of
                the Initial 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).

            


    


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    
      	
              5.

            	
              INITIAL
                CONSIDERATION

            


    

     

    
      	
              5.1

            	
              The
                initial consideration for the sale of the Shares shall be SKK
                494,000,000.

            


    

     

    
      	
              5.2

            	
              The
                Initial Consideration is, under clause 4
                and Schedule
                3,
                to be paid to the Seller
                on
                the later of: (i) 1 January 2006 and (ii) the Completion Date.
                

            


    

     

    
      	
              6.

            	
              DEFERRED
                CONSIDERATION

            


    

     

    
      	
              6.1

            	
              As
                further consideration for the sale of the Shares, the Seller
                shall (subject to the terms of this agreement) be entitled to a sum
                of SKK
                81,000,000 (the Deferred
                Consideration).

            


    

     

    
      	
              6.2

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

            


    

     

    
      	
              7.

            	
              PRE-COMPLETION

            


    

     

    
      	
              7.1

            	
              Access

            


    

     

    Pending
      Completion the Seller shall:

     

    
      	 	
              (a)

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

            


    

     

    
      	 	
              (b)

            	
              provide
                such information regarding the Company which is available to the
                Seller 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.

            


    

     

    
      	
              7.2

            	
              Notice
                of any change

            


    

     

    
      	 	
              (a)

            	
              The
                Seller 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.
                

            


    

     

    
      	
              7.3

            	
              Brand
                rights 

            


    

     

    
      	 	
              (a)

            	
              From
                the signing of this agreement, the Seller shall exercise all rights
                and
                powers available to him so as to procure that neither he nor his
                Related
                Persons shall use the logo, trade name or word "Markíza" or similar or
                shall not take any steps in such manner that that Markíza would not have
                an exclusive and full rights and use of the logo, trade name 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 and
                except
                as provided in (b) below. From the Completion Date, neither the Seller
                nor
                any Related Person to the Seller shall use the logo, trade name or
                word
                "Markíza" or similar, except as agreed in any licence agreement entered
                into between STS and any such
                party.

            


    


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (b)

            	
              For
                avoidance of any doubt, the parties acknowledge
                that:

            


    

     

    
      	 	
              (i)

            	
              the
                Seller is obliged to procure that:

            


    

     

    
      	 	
              (A)

            	
              from
                the Completion Date the company www.markiza.sk a.s., ID No. 35 780
                908
                will be renamed to www.mark.sk a.s. or to some other name and will
                not use
                the logo, trade name or word "Markíza" or similar, except as agreed in any
                licence agreement with STS provided that the company www.markiza.sk
                a.s.
                is a Related Person to the Seller;

            


    

     

    
      	 	
              (B)

            	
              from
                the Completion Date each of TV TIP, a.s. Bratislava, Identification
                No.:
                35 728 426, the company IMPEX distribution, s.r.o., ID No. 35 740
                574 and
                EDÍCIA MARKÍZA, s.r.o., ID No. 35 762 756 (each a Target)
                will not use the logo, trade name or word "Markíza" or similar, except as
                agreed in any licence agreement entered into with STS after the signing
                of
                this agreement, provided that the respective Target is a Related
                Person to
                the Seller;

            


    

     

    
      	 	
              (C)

            	
              by
                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 to
                the
                Purchaser provided that TV TIP, a.s. Bratislava, Identification No.:
                35
                728 426 is a Related Person to the Seller;
                and

            


    

     

    
      	 	
              (D)

            	
              by
                the Completion Date, the foundation MARKÍZA, registration No.:
                203/Na-96/552, will be renamed so that its name will not to contain
                the
                word "Markíza" or similar.

            


    

     

    
      	 	
              (ii)

            	
              the
                company www.markiza.sk a.s., ID No. 35 780 908 will have the right
                to use
                trade name or word or trade mark
                "Mark".

            


    

     

    
      	 	
              (c)

            	
              If
                the Seller breaches any of its obligation set out in this clause
                7.3, it
                shall pay to the Purchaser a contractual penalty of SKK 3,000,000
                for each
                breach.

            


    

     

    
      	
              8.

            	
              LOANS
                AND GUARANTEES

            


    

     

    
      	
              8.1

            	
              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 the Seller (or any Related Person to the Seller) other
                than the
                indebtedness shown in the accounting records of the Company that
                shall be
                repaid in full by the Company at Completion;
                and

            


    


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (b)

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

            


    

     

    
      	
              8.2

            	
              The
                Seller shall procure that on or before Completion all indebtedness
                due
                from the Seller (or any Related Person to the Seller) 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 the Seller (or any Related Person to the Seller)
                to the
                Company, contrary to the basis stated above, then the Seller shall
                procure
                that such indebtedness is immediately paid in
                full.

            


    

     

    
      	
              8.3

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

            


    

     

    
      	
              9.

            	
              WARRANTIES

            


    

     

    
      	
              9.1

            	
              The
                Seller
                represents and warrants to the Purchaser that each of the statements
                set
                out:

            


    

     

    
      	 	
              (a)

            	
              in
                Part
                1
                of
                Schedule
                2
                will at Completion be true, accurate and not misleading; and
                

            


    

     

    
      	 	
              (b)

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

            


    

     

    
      	
              9.2

            	
              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.

            


    

     

    
      	
              9.3

            	
              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.

            


    

     

    
      	
              9.4

            	
              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
                Seller
                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 the Seller of any of its 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.

            


    

     

    
      	
              9.5

            	
              For
                the purposes of clause 9.4
                the parties confirm that:

            


    

     

    
      	 	
              (a)

            	
              the
                Seller has 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
                Seller's promise to comply with all its obligations in this agreement
                and
                the Purchaser has not been obliged to make such reliance;
                and

            


    


    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (b)

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

            


    

     

    
      	
              9.6

            	
              The
                Seller
                informed the Purchaser that:

            


    

     

    
      	 	
              (a)

            	
              the
                Seller
                brought a claim at the District court Bratislava II against Markíza to
                determine that a general meeting of Markíza is invalid and the procedure
                no. 23Cb 65/2005 is pending;

            


    

     

    
      	 	
              (b)

            	
              MEDIA
                INVEST brought a claim at the District court Bratislava I against
                Sylvia
                Volzová and Ivan Beňačka to determine that Ivan Beňačka is not the owner
                of participation interest
                in Markíza and the procedure no. 29Cb 104/05 is
                pending.

            


    

     

    
      	
              10.

            	
              PROTECTIVE
                COVENANTS

            


    

     

    
      	
              10.1

            	
              The
                Seller covenants with the Purchaser that he
                shall not and shall procure that no Related Person of the Seller
                for the
                time being shall:

            


    

     

    
      	 	
              (a)

            	
              except
                as provided in clause 10.6,
                for a period of two years after Completion be concerned in any business
                carrying on business which is competitive or likely to be competitive
                with
                any of the businesses which creates a considerable part of revenues
                of
                Markíza
                and/or STS;
                or

            


    

     

    
      	 	
              (b)

            	
              for
                a period of two years after Completion canvass or solicit orders
                for
                services similar to those being provided by Markíza or
                STS at
                Completion from any person who is at Completion or has been at any
                time
                within the year prior to the Completion Date a supplier of Markíza
                or
                STS provided that if as a result of that these suppliers would stop
                providing supplies or services to Markíza or STS;
                or

            


    

     

    
      	 	
              (c)

            	
              for
                a period of two years after
                Completion:

            


    

     

    
      	 	
              (i)

            	
              induce
                or attempt to induce any person who is at Completion a director or
                key
                employee of Markíza or
                STS
                to
                leave the employment of Markíza or
                STS;
                or

            


    

     

    
      	 	
              (ii)

            	
              employ
                or attempt to employ any person who is at Completion a director or
                key
                employee of Markíza or
                STS;
                or

            


    

     

    
      	 	
              (d)

            	
              for
                a period of two years after Completion induce or attempt to induce
                any
                person, who is at Completion or has been at any time within the year
                prior
                to the Completion Date a supplier of goods or services to Markíza
                or
                STS,
                to cease to supply, or to restrict or vary adversely the terms of
                supply,
                to Markíza or
                STS;
                or

            


    

     

    
      	 	
              (e)

            	
              make
                use of or (except as required by law or any competent regulatory
                body)
                disclose or divulge to any third party any information of a secret
                or
                confidential nature relating to, or to the business or affairs of
                Markíza
                or
                STS; or

            


    

     

    
      	 	
              (f)

            	
              do
                anything that would have a Material Adverse Effect on Markíza or
                STS.

            


    

     

    
      	
              10.2

            	
              For
                the purposes of this clause:

            


    

     

    
      	 	
              (a)

            	
              a
                person is concerned in a business if it carries on the business as
                principal or agent or if:

            


    


    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (i)

            	
              it
                is a partner, director, employee, consultant or agent in, of or to
                any
                person who carries on the business;
                or

            


    

     

    
      	 	
              (ii)

            	
              it
                has any direct or indirect financial interest (as shareholder or
                otherwise) in any person who carries on the business;
                or

            


    

     

    
      	 	
              (iii)

            	
              it
                is a partner, director, employee, consultant or agent in, of or to
                any
                person who has a direct or indirect financial interest (as shareholder
                or
                otherwise) in any person who carries on the business,
                and

            


    

     

    
      	 	
              (b)

            	
              references
                to Markíza or
                STS
                include its successors in business.

            


    

     

    
      	
              10.3

            	
              Each
                of the restrictions in each paragraph or subclause above shall be
                enforceable independently of each of the others and its validity
                shall not
                be affected if any of the others is
                invalid.

            


    

     

    
      	
              10.4

            	
              If
                any of those restrictions is void but would be valid if some part
                of the
                restriction were deleted, the restriction in question shall apply
                with
                such modification as may be necessary to make it
                valid.

            


    

     

    
      	
              10.5

            	
              The
                Seller acknowledges
                that the above provisions of this clause are no more extensive than
                is
                reasonable to protect the Purchaser as the purchaser of the entire
                share
                capital in the Company.

            


    

     

    
      	
              10.6

            	
              The
                Seller
                is
                entitled to come up with new ideas for a new theme for television
                programme or to produce a new television programme (each of them
                a
                TV
                Product),
                however, the Seller
                shall not be entitled to sell the TV Product without that TV Product
                having first been offered to the Purchaser by notice in writing to
                STS
                (the Notice).
                The Notice shall specify the TV Product and price at which it is
                offered.
                If, within 60 days after receipt of the Notice,
                STS or the Purchaser does not notify the Seller that it wishes to
                purchase
                the TV Product, then the Seller will be entitled to sell the TV Product
                to
                a third party at a price being not less than price specified in the
                Notice
                and terms not less favourable to the Seller as those set out in the
                Notice.

            


    

     

    
      	
              10.7

            	
              If
                the Seller breaches any of its obligation set out in this clause
                10, it
                shall pay to the Purchaser a contractual penalty of SKK 3,000,000
                for each
                breach.

            


    

     

    
      	
              11.

            	
              ANNOUNCEMENTS
                AND CONFIDENTIALITY

            


    

     

    
      	
              11.1

            	
              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 party,
                such approval not to be unreasonably withheld or
                delayed.

            


    

     

    
      	
              11.2

            	
              The
                Purchaser:

            


    

     

    
      	 	
              (a)

            	
              shall
                keep confidential all information provided to it by or on behalf
                of Seller
                which relates to the Seller; and

            


    

     

    
      	 	
              (b)

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

            


    

     

    
      	
              11.3

            	
              The
                Seller shall:

            


    


    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (a)

            	
              keep
                confidential all information provided to it by or on behalf of the
                Purchaser which relates to the Purchaser;
                and

            


    

     

    
      	 	
              (b)

            	
              and
                shall procure that if after Completion the Seller 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.

            


    

     

    
      	
              11.4

            	
              Nothing
                in this clause prevents any confidential information being
                disclosed:

            


    

     

    
      	 	
              (a)

            	
              with
                the written approval of the other party, 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 party, where practicable and lawful to do so, before disclosure
                occurs and co-operate with the other party regarding the timing and
                content of such disclosure or any action which the other party may
                reasonably elect to take to challenge the validity of such
                requirement.

            


    

     

    
      	
              11.5

            	
              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.

            


    

     

    
      	
              12.

            	
              NOTICES

            


    

     

    
      
        	
                12.1

              	
                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 Seller at:

            	
              (b)

            	
              to
                the Purchaser at:

            
	 	 	 	 
	 	
              G.
                Lehnert, k.s.

            	 	
              71-91
                Aldwych

            
	 	 	 	 
	 	
              Carlton
                Savoy Building 

            	 	
              London
                WC2B 4HN

            
	 	 	 	 
	 	
              Mostová
                2, 811 02 Bratislava 1

            	 	
              United
                Kingdom 

            
	 	 	 	 
	 	
              Slovak
                Republic

            	 	 
	 	 	 	 
	 	
              Fax:
                +421 2 5980 0400

            	 	
              Fax:
                +44 20 7430 5403

            
	 	 	 	 
	 	
              marked
                for the attention of JUDr. Ján Ondruš,

            	 	
              marked
                for the attention of General
                Counsel,

            


    

     

    or
      at any
      such other address or fax number of which it shall have given notice for this
      purpose to the other party under this clause. Any notice or other communication
      sent by post shall be sent by prepaid airmail.


    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    
      	
              12.2

            	
              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.

            


    

     

    
      	
              12.3

            	
              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 airmail
                or
                that the fax was properly addressed and transmitted, as the case
                may
                be.

            


    

     

    
      	
              13.

            	
              FURTHER
                ASSURANCES

            


    

     

    
      	
              13.1

            	
              On
                or after Completion the
                Seller
                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.

            


    

     

    
      	
              13.2

            	
              In
                relation to the
                Company,
                the Seller 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
                or any agreement or obligation affecting it to give effect to the
                Transaction Documents.

            


    

     

    
      	
              14.

            	
              ASSIGNMENTS

            


    

     

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

     

    
      	
              15.

            	
              PAYMENTS

            


    

     

    
      	
              15.1

            	
              Unless
                otherwise expressly stated (or as otherwise agreed in the case of
                a given
                payment), each payment to be made under this agreement shall be made
                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 Seller,
                    the account of the Seller
                    at:

                


        

      

       

      
        	
                bank:
                  

              	
                HVB
                  Bank Slovakia a.s.

              
	 	 
	
                account
                  number:

              	
                2162007001/8080

              


      

    

     

    or
      such
      other account as the Seller
      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 Seller
                for the purpose of that payment.

            


    

     

    
      	
              15.2

            	
              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
                BRIBOR 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.

            


    


    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    
      	
              15.3

            	
              If
                the Seller is required by law to make a deduction or withholding
                in
                respect of any sum payable under this agreement, it
                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.

            


    

     

    
      	
              16.

            	
              GENERAL

            


    

     

    
      	
              16.1

            	
              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.

            


    

     

    
      	
              16.2

            	
              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.

            


    

     

    
      	
              17.

            	
              WHOLE
                AGREEMENT

            


    

     

    
      	
              17.1

            	
              This
                agreement and the Transaction Documents to which the Seller and the
                Purchaser is a 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.

            


    

     

    
      	
              17.2

            	
              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.

            


    

     

    
      	
              18.

            	
              GOVERNING
                LAW AND JURISDICTION

            


    

     

    
      	
              18.1

            	
              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.

            


    

     

    
      	
              18.2

            	
              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.

            


    

     

    
      	
              18.3

            	
              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.

            


    


    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    
      	
              19.

            	
              LANGUAGE

            


    

     

    
      	
              19.1

            	
              This
                agreement is executed in two counterparts in English language. All
                notices, demands, requests, statements, certificates or other documents
                or
                communications under this agreement shall be in English unless otherwise
                agreed. A legally certified translation in Slovak language of this
                agreement will be prepared. In case of any discrepancy between the
                English
                version of this agreement and its Slovak translation, the English
                version
                of this agreement shall prevail.

            


    

     

    
      	
              20.

            	
              TERMINATION

            


    

     

    This
      agreement cannot be terminated or rescinded otherwise than in accordance with
      clause 3.3,
      4.2(c)
      or
4.3.

     

    
      	
              21.

            	
              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
      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 

            


    

    

      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      

    

     

    Schedule
      2

     

    WARRANTIES

     

    PART
      1

     

    WARRANTIES
      REGARDING PRE-COMPLETION ACTIVITIES

     

    After
      the
      signing 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, 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)
                in excess of SKK 50,000 monthly; 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
                  

              


      


      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      

       

      
        	
                (l)

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

              


      

    

    


     

    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)

            	
              The
                Seller
                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 Seller in connection
                with this agreement
                will, when executed, constitute binding obligations on the
                Seller
                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 the
                Seller
                or
                the Company
                is
                a party; 

            


    

     

    
      	 	
              (B)

            	
              the
                constitutional and corporate documents of the
                Company, except that the Seller 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 will
                be
                obtained by the Seller by Completion;

            


    

     

    
      	 	
              (C)

            	
              any
                order, judgment, decree or regulation or any other restriction of
                any kind
                by which the
                Seller
                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 Seller
                or
                the
                Company
                in
                connection with the execution and performance of this agreement.

            


    


    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

     

    
      	
              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.

            


    

     

    
      	
              (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
                Seller
                is
                the sole owner of the Shares and has
                full power, right and authority to transfer them to the
                Purchaser.

            


    

     

    
      	
              (b)

            	
              The
                Shares
                constitute 34% of the 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;

            


    


    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (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;

            


    

     

    
      	 	
              (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 purchase of the Shares by the Seller from
                Mediapro

            


    

     

    
      	 	
              (a)

            	
              The
                Seller is not aware that the purchase by the Seller
                of
                the Shares from Mediapro could be capable of being set aside, challenged,
                reversed, voided or affected in whole or in part by any creditor
                of
                Mediapro or the Seller or any third party (whether in bankruptcy,
                composition, liquidation or any similar proceedings or otherwise);
                and
                

            


    

     

    
      	 	
              (b)

            	
              The
                purchase by the Seller
                of
                the Shares from Mediapro could not result in any creditor of Mediapro
                or
                the Seller or any third party seeking satisfaction of its claim from
                any
                of the Shares.

            


    

     

    
      	 	
              (c)

            	
              Mediapro
                does not have any creditors with claims exceeding in aggregate SKK
                50,000
                monthly and exceeding in aggregate SKK 500,000 in
                total.

            


    

     

    
      	
              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.


    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

     

    
      	
              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 Seller
      is
      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.

     

    
      	
              1.12

            	
              Insider
                contracts

            


    

     

    
      	
              (a)

            	
              The
                Company is
                not
                a
                party to any contract or arrangement in which the Seller or any person
                connected with the Seller 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)

            	
              Neither
                the Seller nor any person connected with the 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 Seller
                is
                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 Seller
                is
                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.

            


    


    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

     

    
      	
              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;

            


    

     

    
      	 	
              (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, 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.

            


    


    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

     

    
      	
              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.

            


    

     

    
      	
              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

            


    

     

    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.

     

    
      	
              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.


    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    

     

    
      	
              3.

            	
              COMMERCIAL

            


    

     

    
      	
              3.1

            	
              Suppliers
                and customers

            


    

     

    The
      Company has and never had any suppliers or customers where consideration for
      such supplies or orders exceed SKK 50,000 monthly.

     

    
      	
              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.

     

    
      	
              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 Seller
                is
                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 not any 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
      securities centre and a power of attorney to Mr Ľubomír
      Messinger
      to represent the
      Company
      before
      Central Depositary, both of which remain in force at the date of this
      agreement.

     

    
      	
              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. 

            


    


    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    

     

    
      	
              (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.

            


    

     

    
      	
              (e)

            	
              As
                far as the Seller is aware, all Taxation of any nature whatsoever
                for
                which the Seller is and has been liable has been duly paid (insofar
                as
                such taxation ought to have been
                paid).

            


    

     

    
      	
              5.

            	
              EMPLOYEES

            


    

     

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


    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    

     

    
      SCHEDULE
        3

       

      COMPLETION

       

      PART
        1

       

      SELLER'S
        Obligations

       

      The
        Seller shall procure
        the
        delivery to the Purchaser of:

       

      
        	
                (a)

              	
                the
                  share certificates representing the Shares duly endorsed for the
                  benefit
                  of the Purchaser (unless these share certificates have been delivered
                  to
                  the Purchaser earlier);

              


      

       

      
        	
                (b)

              	
                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;

              


      

       

      
        	
                (c)

              	
                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;

              


      

       

      
        	
                (d)

              	
                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;

              


      

       

      
        	
                (e)

              	
                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;

              


      

       

      
        	
                (f)

              	
                certified
                  copies of the minutes of the meetings referred to in
                  paragraphs (h)
                  and (i)
                  below;

              


      

       

      
        	
                (g)

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

              


      

       

      
        	
                (h)

              	
                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 mandates are revised in such manner as the Purchaser
                  requires;

              


      

      
         

        
          	
                  (i)

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

                


        

      

       

      
        	 	
                (iv)

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

              


      

       

      
        	 	
                (v)

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

              


      

       

      
        	 	
                (vi)

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

              


      

       

      
        	 	
                (vii)

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

              


      

      

        
          
            
            

          

          
            24

            
              

            

          

          
            
            

          

        

      

       

      
        PART
          2

         

        PURCHASER'S
          OBLIGATIONS

         

        Subject
          to the Seller 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 the Seller
          of the
          Initial Consideration.


        
          
            
            

          

          
            25

            
              

            

          

          
            
            

          

        

      

       

    

    SCHEDULE
      4

     

    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 Seller and the Purchaser;

     

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

     

    BRIBOR
      means
      a
      percentage rate p.a. determined by the Purchaser as the rate published at 11.00
      a.m. on the BRIBOR page of the Reuters service on the date on which the amount
      becomes overdue (or, if unavailable for four or more consecutive Business Days,
      on such a page of such a service as the Purchaser reasonably specifies as the
      page or the service that is due to its parameters the closest equivalent of
      the
      original page and service) for SKK and for the period of one month;

     

    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
      3;

     

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


    
      
        
        

      

      
        26

        
          

        

      

      
        
        

      

    

     

    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;

     

    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;

     

    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;

     

    Initial
      Consideration
      means
      that part of the consideration for the sale of the Shares set out in clause
      5;

     

    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;

     

    Other
      ARJ 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;

     

    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; 


    
      
        
        

      

      
        27

        
          

        

      

      
        
        

      

    

     

    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;

     

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

     

    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;

     

    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 by the Company to MEDIA INVEST, changes to
      the
      corporate documents in Markíza and STS 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 the Seller to the Purchaser in
      clause 9
      and
Schedule
      2;

     

    Warranty
      Claim means
      a
      claim by the Purchaser for compensation in relation to any of the 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);

            


    


    
      
        
        

      

      
        28

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (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.

     

    
      	
              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 6 apply unless the contrary intention is expressed in this
                agreement.

            


    

     

    
      
        
        

      

      
        29

        
          

        

      

      
        
        

      

    

     

    SIGNATORIES

     

     

    
      	 	 	 	 
	 	 	 	 
	 	 	 	 
	
              Signed
                by PhDr.
                Pavol Rusko

            	
              )

            	
              /s/
                Pavol Rusko

            	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	
              Signed
                by Robert
                E. Burke,
                under

            	
              )

            	
              /s/
                Robert E. Burke

            	 
	power of
              attorney	 	 	 
	
              for
                CME
                MEDIA ENTERPRISES B.V. 

            	
              )

            	 	 


    

     

    


    
 

    Viera
      Rusková, spouse of PhDr. Pavol Rusko, hereby gives her consent to her husband,
      PhDr. Pavol Rusko, to enter and perform the transactions contemplated by this
      agreement for sale of 34% shares in A.R.J., a.s.

     

    


    
      	
              Signed
                by Viera
                Rusková

            	
              )

            	
              /s/
                Viera Rusková

            	 
	 	 	 	 


    

     

     

    30