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Exhibit 10.49    
    



	

 	 	Metromedia International Group, Inc.

505 Park Avenue, 21st Floor

New York, New York 10022

Phone (212) 527-3800

Fax (212) 644-0358





Ernie
Pyle

2736 Rosegate Lane

Charlotte, NC 28270 


March 27,
2003 


Subject:
Retention Agreement 


Dear
Ernie: 


This
retention agreement ("Retention Agreement") confirms our mutual understanding that Metromedia International Group, Inc. (the "Company") will terminate your employment with the Company
effective August 31, 2003 (the "Termination Date"). You are expected to continue to carry out your employment duties through the Termination Date, but we may decide to relieve you of the
obligations to report to the office earlier. 



	1.
	If
you continue to carry out your employment duties until the earlier of (i) your Termination Date, and (ii) the date upon which the Company relieves you of the
obligations to report to the office, the Company will:



	(a)
	pay
your monthly salary for service through the Termination Date (so that the last salary check for August 2003, will be paid on or about August 31, 2003);



	(b)
	pay
you in one lump sum, any accrued and unused vacation days through the Termination Date, payable in accordance with Company policy;



	(c)
	continue
providing you with medical and dental insurance as set forth in the Metromedia International Telecommunications, Inc. Employee Handbook through and including the
Termination Date (thereafter, you may be able to stay on our insurance plan for a limited period at your cost, in accordance with the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended
("COBRA"); and



	(d)
	pay
you a retention benefit (the "Retention Benefit"), as described in paragraph 2 of this Retention Agreement. 







The
benefits described in this paragraph 1 will not apply to you if your employment is terminated under Section 9.1(b) of your Employment Agreement, dated February 19, 2002 (the
"Employment Agreement"). 



	2.
	If
you are entitled to receive the Retention Benefit described in paragraph 1(d), then the Company will pay to you $300,000 to be paid in two (2) equal installments of:
$150,000 payable on March 31, 2003 (the "Early Payment") and $150,000 payable within thirty (30) days after the Termination Date.



	3.
	Notwithstanding
anything herein to the contrary, your right to receive and retain the Retention Benefit is conditioned upon your entering into a written separation agreement and
release of all claims, substantially in the form attached hereto, ("Release") with the Company on your Termination Date.



	4.
	If
you voluntarily terminate your employment prior to the Termination Date, are terminated under Section 9.1(b) of your Employment Agreement prior to the Termination Date, or if
you fail to execute a Release, you must repay the Company your Early Payment plus interest 






 


thereon
at the prime rate of 2% in effect on the date hereof within thirty days of the date of such termination. Any amounts owed with respect to such Early Payment may be offset against amounts owed
to you by the Company. 



	5.
	In
the event the Company or its parent files a petition for relief with a United States Bankruptcy Court (the "Court"), your Retention Benefit payments and the payments set out in this
letter may require the approval of the Court.



	6.
	The
obligations and liabilities of the Company hereunder will be binding upon any corporation or other entity acquiring all or substantially all the assets of the Company, whether by
operation of law or otherwise, and the rights of the Company hereunder will inure to the benefit of any such corporation or other entity.



	7.
	This
Retention Agreement will be construed and enforced in accordance with the laws of the State of New York without giving effect to the conflict of law principles thereof.



	8.
	The
invalidity or unenforceability of any provision of this Retention Agreement will not affect the validity or enforceability of any other provision of this Retention Agreement, and
each other provision will be severable and enforceable to the extent permitted by law.



	9.
	This
Retention Agreement contains the entire agreement and understanding of the parties with respect to the subject matter contained herein and supersedes all prior writing
communications, representations and negotiations in respect thereto.



	10.
	All
payments made hereunder will be subject to all applicable federal, state and local deductions and withholdings.



	11.
	Other
than as specifically modified herein, your Employment Agreement remains unchanged and in full force and effect, including without limitation, Sections [6, 7 and
8] of the Employment Agreement. Further, you agree that this Retention Agreement constitutes adequate notice of termination otherwise required under Section 2.1 of your Employment
Agreement. By countersigning this Retention Agreement, you agree to continue employment on the terms and conditions stated in this Retention Agreement, with immediate effect. 




We
thank you for your contribution to the Company and wish you all the best in your future career. 


Sincerely,




	

/s/  MARK HAUF      
 Mark Hauf

Chief Executive Officer	
 	

 	
 	

 





Acknowledged
and agreed

I understand my continuing confidentiality of obligations and certify that I have not disclosed Company proprietary information to any person or entity. 



	

/s/  HAROLD F. (ERNIE) PYLE      
 Harold F. (Ernie) Pyle

Chief Financial Officer	
 	

 	
 	

4/4/03
 [Date]




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Exhibit 10.49