CONFIDENTIAL



                    HEADS OF AGREEMENT
                             

These Heads of Agreement ("these Heads") are entered into on
the 5th of July 1996 between:
(1)  NETHOLD CENTRAL EUROPE B.V., a company incorporated in
     The Netherlands, whose registered office is at
     Jupiterstraat 56, 2132 HD Hoofddorp, The Netherlands
     ("NetHold"); and
(2)  HUNGARIAN BROADCASTING CORPORATION US, INC., a company
     incorporated in the United States of America with a
     principal place of business at 445 Park Avenue, New
     York, NY 10022, USA (referred to herein as "HBC").
WHEREAS:
(A)  NetHold or its affiliated companies have leased
     transponder capacity on various satellites for
     transmission of television programme signals in Europe,
     including a package of television and audio services in
     digital format referred to herein as the "NetHold
     Package," in respect of which one of NetHold's
     affiliated MultiChoice companies will provide the
     relevant subscriber management services and other
     affiliated and third party companies the relevant
     technical expertise;
(B)  HBC currently operates a channel in the Hungarian
     language currently known as "A3" more fully described
     in Schedule A attached hereto and by this reference
     incorporated herein (the "Channel");
(C)  HBC desires that NetHold distributes the Channel in
     digital format with a view to: (i) cable operators in
     the Territory being able to access the digital signals
     of the Channel and cablecast the same on their cable
     systems in analogue or digital format; and (ii) NetHold
     including the Channel in the NetHold Package for
     distribution throughout the Territory.
NOW THEREFORE THE PARTIES HERETO HEREBY AGREE AS FOLLOWS:
1.   TERM
1.1  These Heads and the Definitive Agreement referred in
     Paragraph 14 below shall be deemed to take effect on
     the date of execution hereof and shall continue
     thereafter for a period of 5 (five) years from the
     Start Date (the "Initial Term").
1.2  The Initial Term shall automatically be extended for
     additional periods of 1 (one) year each unless either
     party shall have given written notice to the other
     party terminating this Agreement at least 6 (six)
     months' prior to the expiration of the Initial Term or
     any anniversary thereof. The Initial Term and any
     extension thereof pursuant hereto shall be referred to
     herein as the "Term."
1.3  The Start Date shall be the operation service date of
     Eutelsat Hot Bird 2 ("Hot Bird"), being the date upon
     which NetHold shall commence distribution of the
     Channel pursuant hereto. NetHold agrees to provide HBC
     with as much notice as is reasonably practical of the
     Start Date.
2.   TERRITORY
2.1  For the purposes hereof, the territory shall consist of
     Hungary and any other territories within the footprint
     of the Hot Bird transponder on which the Channel is
     distributed pursuant hereto to which NetHold
     distributes the NetHold Package, in respect of which
     HBC has cleared all necessary rights and which are
     notified in writing by HBC to NetHold  during the Term
     hereof (the "Territory").
3.   DIGITIZATION OF THE CHANNEL
3.1  HBC agrees, at its cost, to deliver the signals of the
     Channel to the multiplex and uplinking facilities (the
     "Facilities") specified in the technical specification
     to be agreed between the parties as soon as practicable
     after the signing of this Agreement (the "Technical
     Specification") in accordance with technical
     specifications and quality standards set out in the
     Technical Specification.
3.2  NetHold agrees that, upon receipt of the signals of the
     Channel at the Facilities NetHold shall procure:
     3.2.1     that the signals of the Channel are digitally
               compressed, multiplexed and encrypted; and
     3.2.2     uplinked to the relevant Hot Bird transponder
               specified in the Technical Specification (the
               "Satellite") for transmission and reception
               throughout the Territory.
3.3  NetHold agrees that all times throughout the Term:
     3.3.1     it shall obtain and maintain (either directly
               or indirectly) such transponder capacity,
               digital compression equipment, transmission
               and uplinking facilities and equipment and
               encryption hardware and software as may be
               required to fulfil its obligations set out in
               Paragraph 3.2 above;
     3.3.2     It shall ensure that the Channel is of a good
               broadcast quality as set out in the Technical
               Specification and shall at all times
               distribute the same in accordance with the
               Technical Specification.
3.4  HBC acknowledges and agrees that the first 3 (three)
     months of the Term from the Start Date shall be viewed
     as a trial period (the "Trial Period") during which
     NetHold may make interruptions to the digital
     transmissions of the Channel for reasons related to
     evaluation, testing, adjustment or failure of technical
     facilities and equipment used in receiving and
     distributing the signals of the Channel ("Essential
     Interruptions"). HBC agrees that it shall not have any
     claim or other legal remedy against NetHold in respect
     of any damages or loss arising from interruptions of
     the transmissions of the Channel during such trial
     period. For the avoidance of doubt, no fees shall be
     payable by either party in respect of the Trial Period.
4.   DISTRIBUTION RIGHTS GRANTED TO NETHOLD
4.1  Subject to the cable distribution rights set out in
     Paragraphs 5.1 and 5.2 below, HBC hereby grants to
     NetHold the exclusive right to distribute the Channel
     as part of a multi-channel service to viewers via
     direct to home ("DTH") means, SMATV systems and cable
     systems throughout the Territory in digital format.
4.2  NetHold shall have the right to package the Channel, as
     it sees fit, provided that it shall not distribute the
     Channel as part of a tier of programming of the NetHold
     Package in respect of which no subscription fee is
     charged to Subscribers.
5.   CABLE DISTRIBUTION IN THE TERRITORY
5.1  NetHold agrees that HBC may authorize cable operators
     in the Territory ("Operators");
     5.1.1     to receive the signals of the Channel as
               distributed by NetHold in digital format
               pursuant hereto; and 
     5.1.2     de-compress, de-digitize and decrypt the
               signals of the Channel and reconvert the same
               into analogue format prior to distributing
               the same via their systems in analogue
               format.
5.2  NetHold agrees that HBC may authorize Operators not
     less than 25% (twenty-five percent) of the issued
     shares of which are owned either by Mr. Peter E.
     Klenner of Szamado U.19, H-1118, Budapest, Hungary, a
     company controlled by Mr. Peter E. Klenner or the
     Hungarian Telephone and Cable Corporation, Inc. having
     a place of business at Szamado U.19, H-1118, Budapest,
     Hungary:
     5.2.1     to receive the signals of the Channel as
               distributed by NetHold in digital format
               pursuant hereto; and
     5.2.2     distribute the same via their systems to
               their subscribers in digital format.
     For the purposes of this clause 5.2, control shall mean
     the right to exercise, whether directly or indirectly,
     more than 50% of the voting rights attributable to the
     shares of a company and the ability to direct or cause
     the direction of the management, actions or policies of
     that company.
5.3  HBC acknowledges that, save where HBC enters into a
     cable representation agreement with NetHold in respect
     thereof (the terms of which would be the subject of a
     separate agreement between the parties), HBC shall be
     responsible for entering into agreements directly with
     Operators regarding the carriage of the Channel on
     cable systems in the Territory under Paragraph 5.1 or
     5.2.
5.4  HBC agrees to provide NetHold with as much notice as is
     reasonable practical of the cable systems in the
     Territory in which it requires distribution of the
     Channel. NetHold agrees to help facilitate the
     acquisition by HBC of the professional decoders
     ("ProfDecs") required by Operators in order to access
     the signals of the Channel pursuant to Paragraph 5.1
     above; provided that HBC acknowledges and agrees that
     HBC shall be solely responsible for entering into
     agreements directly for the acquisition of the ProfDecs
     and for any and all cost associated therewith and that
     NetHold's role in this regard shall be solely as
     facilitator.
5.5  The foregoing notwithstanding, NetHold agrees to
     provide smart cards to Operators and to carry out
     authorization and enablement of the Channel vis such
     smart cards in accordance with HBC's instructions, at a
     cost of US $100 per enabled smart card per year.
6.   CONSIDERATION
6.1  HBC agrees that in consideration of NetHold providing
     carriage for the Channel as outlined herein, HBC shall
     be liable to pay fees to NetHold in the amount of US
     $700,000 (Seven Hundred Thousand US Dollars) per annum;
     provided that the parties agree that such consideration
     shall be payable as follows:
     6.1.1     HBC shall pay to NetHold US$400,000 (Four
               Hundred Thousand US Dollars) per annum in
               cash throughout the Term (the "Annual Fee"),
               such Annual Fee being payable in equal
               installments, quarterly, in advance (payment
               in respect of each quarter being due and
               payable on the last day of the preceding
               quarter), throughout the Terms. For the
               avoidance of doubt, the first payment in
               respect of the Annual Fee shall be made on
               the last day of the Trial Period and only
               US$300,000 (Three Hundred Thousand US
               Dollars) shall be payable in respect of the
               first year of the Term; PLUS
     6.1.2     HBC shall provide to NetHold free of charge,
               advertising time to a value of US$300,000
               (Three Hundred Thousand US Dollars)(the "Free
               Spots") for the promotion of NetHold, its
               affiliates and the NetHold Package. The Free
               Spots shall be transmitted by HBC at times
               selected by NetHold's appointed media buying
               agency. The value of the Free Spots shall be
               calculated at the lesser of HBC's ratecard
               for advertising on the Channel and the
               average market rate, in each case less a
               discount of 40% (forty percent). The average
               market rate shall be determined by a third
               party, the identity of which is to be
               mutually agreed between the parties. Failing
               such agreement, the average market rate shall
               be determined by NetHold's auditors. HBC
               agrees to insert such advertising into the
               Channel at no cost to NetHold prior to
               transmission of the Channel. Material
               transmitted in the free spots shall be
               produced by or on behalf of NetHold and
               delivered in the format generally required by
               HBC from its advertisers and, for the
               avoidance of doubt, the costs of production
               of such material shall, as between NetHold
               and HBC, be borne by NetHold.
6.2  The parties hereto agree that the Annual Fee and the
     DTH Subscriber Fees shall be increased each year by a
     percentage equivalent to the percentage increase in the
     Dutch CPI during the previous twelve month period.
6.3  HBC shall, as a condition precedent to the performance
     by NetHold of its obligations hereunder, prior to the
     Start Date and in any event no later than 1 September
     1996, provide NetHold with a deposit in the sum of
     US$100,000 (One Hundred Thousand US Dollars) as
     security for the due and proper performance by HBC of
     its obligations hereunder (the "Deposit"). Following
     termination of this Agreement NetHold will return the
     Deposit to HBC less any sums retained to meet any
     liability of HBC under this Agreement. HBC shall not
     deduct the amount of the Deposit from the Annual Fee
     payable by it.
7.   DTH SUBSCRIBER FEES, REPORTING AND PAYMENT
7.1  NetHold shall contribute towards the payment of
     properly incurred television programming and music
     rights clearance fees for DTH distribution of the
     Channel in the Territory by paying the Channel Supplier
     US$0.083 (Eight Point Three US cents) in respect of
     each Subscriber to the Channel receiving the Channel by
     way of DTH in the Territory (each a "DTH Subscriber")
     up to a maximum of US$8,300 (Eight Thousand Three
     Hundred US Dollars) per month (the "DTH Subscriber
     Fees"). Payments of the DTH Subscriber Fees shall be
     made monthly in arrears and shall commence in respect
     of the month starting after the end of the Trial
     Period.
7.2  The foregoing notwithstanding, The Channel Supplier
     agrees that in the event that NetHold offers incentives
     to potential DTH Subscribers in the form of free
     viewing periods, NetHold shall not be obliged to pay
     any DTH Subscribers Fees to the Channel Supplier in
     respect of potential new DTH Subscribers during such
     free viewing periods.
7.3  Within 30 (thirty) days after the end of each month and
     with effect from the Start Date, NetHold shall deliver
     to The Channel Supplier a statement relating to the
     preceding month recording the total numbers of
     Subscribers to the Channel (breaking down the numbers
     by country and type) respectively on the first and last
     days of such month and the average number of DTH
     Subscribers to the Channel in the relevant month
     calculated by adding the number of DTH Subscribers on
     the first and last days of the relevant month and
     dividing that figure by two. Following receipt of the
     statement, and subject to the periods during which no
     DTH Subscriber Fees shall be payable by NetHold to The
     Channel Supplier pursuant hereto, The Channel Supplier
     shall invoice NetHold in respect of the average number
     of DTH Subscribers to the Channel during the relevant
     month and NetHold shall pay such invoice in full no
     later than 60 (sixty) days after the date of receipt
     thereof.
8.   MARKETING AND PROMOTION
8.1  NetHold agrees to use all reasonable endeavors to
     market and promote the Channel as part of the NetHold
     Package to potential subscribers and subscribers in the
     Territory, the nature of such activities being in the
     absolute discretion of NetHold.
8.2  HBC agrees to provide to NetHold, at HBC's cost,
     monthly listings of the programme schedules for the
     Channel, in as final a form as possible, at least 45
     (forty-five) days before the start of the calendar
     month in which such programmes are to be transmitted.
     Such listings shall be in such format(s) (including
     electronic format) as NetHold may reasonably require.
     HBC shall provide NetHold promptly with any updates
     thereto in the requested format.
8.3  HBC further agrees to use its reasonable endeavors to
     provide to NetHold, at HBC's cost, and on a timely
     basis, such other information and materials relating to
     the Channel as, and in such format as, NetHold may
     reasonably request for inclusion in NetHold's marketing
     and promotional materials, including, without
     limitation, still pictures and programme synopses.
     NetHold may use the listings and any other information
     or materials provided pursuant hereto in any printed,
     electronic or other media created by or on behalf of
     NetHold in order to market and promote the NetHold
     Package and shall have editorial freedom to adapt such
     materials as it deems appropriate, provided that
     NetHold agrees to comply with reasonable guidelines
     supplied by HBC in respect thereof and any such
     adaptation shall not misrepresent the contents of the
     same or have an adverse affect on HBC.
8.4  HBC further agrees that, on request, it shall provide
     reasonable amounts of video promotional material for
     insertion in any promotional channel produced by
     NetHold in respect of the NetHold Package (the
     "Promotional Channel"). If NetHold identifies excerpts
     from the Channel which it wishes to include in the
     Promotional Channel, it shall notify HBC thereof who
     shall notify NetHold within 10 (ten) days of whether
     NetHold may record such excerpts from the Channel for
     inclusion in the Promotional Channel and of any
     relevant restrictions applicable thereto.
9.   IRDs AND VIEWING CARDS
9.1  HBC acknowledges that NetHold will not itself
     manufacture digital decoders in the Territory but will
     use reasonable efforts to procure that manufacturers
     and distributors are granted such licenses and/or
     authorizations as may be necessary for the manufacture
     of such decoders and for their distribution in the
     Territory.
9.2  NetHold agrees that throughout the Term it shall obtain
     and distribute Viewing Cards to viewers who have
     acquired a digital decoder for the purpose of viewing
     the NetHold Package and from time to time replace the
     same as it may deem appropriate.
10.  PROGRAMME CLEARANCES AND CONTENT
10.1 HBC acknowledges and agrees that it is solely
     responsible for the content of the Channel and shall
     ensure compliance with any laws, rules, regulatory
     codes, orders and directions applicable from time to
     time to the transmission, reception and/or content of
     and/or advertising contained in the Channel. For the
     avoidance of doubt, both parties acknowledge and agree
     that HBC shall not be responsible for any licenses,
     consents or permissions required in respect of the
     uplinking or downlinking of the signals of the Channel
     in accordance with this Agreement.
10.2 HBC warrants that it shall clear all necessary
     television programming and music rights (including, but
     not limited to, music performing rights) in respect of
     the Channel at its cost throughout the Terms and in
     particular, but without limitation, warrants that
     neither the Channel nor any materials of any nature
     provided to NetHold by HBC nor any part thereof or
     material therein (other than any material inserted in
     the Channel by NetHold as expressly permitted herein)
     will infringe the copyright, performing right, right of
     privacy, trade mark, moral right or other proprietary
     right or interest of any third party or will constitute
     a misuse of any confidential information of a third
     party.
10.3 Without limitation to the generality of Clause 10.2,
     HBC warrants that it shall clear all necessary
     television programming and music rights for DTH
     distribution of the Channel in the Territory prior to
     28 February 1997, and shall continue to clear such
     rights throughout the remainder of the Term. Failing
     which and without prejudice to any other remedies
     available to it, NetHold shall be entitled at its
     discretion, not to distribute the channel by way of DTH
     or to terminate this agreement.
10.4 NetHold and HBC each agree to obtain and maintain such
     licenses, consents and permissions as are required from
     any third party and/or appropriate governmental
     authority and/or regulatory body or authority for such
     party to perform its obligations under this Agreement;
     including, without limitation, in the case of HBC, a
     broadcast license in respect of the Channel and any
     other permissions required by broadcasters to
     facilitate the broadcast of the Channel as set out
     herein.
10.5 NetHold agrees that it shall not during this Agreement
     interrupt, alter, add to, delete or edit any part of
     the Channel in any way, save as is envisaged in this
     Agreement or required by any applicable law nor record
     the Channel or any part thereof, except as may be
     required by law or otherwise to comply with the terms
     of any license, consent or permission.
10.6 NetHold acknowledges and agrees that it shall be
     responsible for the encryption of the signals of the
     Channel before their distribution as permitted herein.
     NetHold is not aware of any significant breach of the
     security of the encryption technology to be used to
     encrypt the Channel as at the date hereof and shall
     employ all reasonable security systems and procedures
     to prevent any loss, theft, piracy, unauthorized use,
     reception or copying of the Channel or any part thereof
     and shall immediately notify HBC if it knows that such
     event has occurred.
10.7 Each party agrees to indemnify the other party and hold
     it harmless against any damages (including reasonable
     legal costs) which may be awarded or agreed to be paid
     to any third party in respect of any claim or action
     arising out of any actual or alleged breach of any
     undertaking, warranty or obligation on the part of such
     party contained in the Paragraph 10. 
11.  TERMINATION
11.1 Either party may terminate this Agreement at any time
     by giving notice in writing to the other party where:
     11.1.1    The other party has committed a material
               breach of any of its obligations under the
               Agreement which is incapable of remedy; or
     11.1.2    the other party has committed a material
               breach of any of its obligations under the
               Agreement (including the persistent breach of
               any provision hereof) which is capable of
               remedy and which the other party has not
               remedied within 30 (thirty) days of receipt
               of written notice to do so; or
     11.1.3    an order is made for the other party's
               winding up, dissolution or reorganization
               (otherwise than while solvent and for the
               purpose of bona fide reconstruction or
               amalgamation) or the other party becomes
               bankrupt or insolvent or files any
               application, petition or action for relief
               under any bankruptcy, insolvency or
               moratorium law, or the other party admits in
               writing its inability to pay its debts or is
               unable to pay its debts as they fall due, or
               the other party suffers any event of
               insolvency or bankruptcy or any event
               analogous thereto under the terms of the law
               applicable the jurisdiction of its domicile,
               or an application is made for an
               administration (or similar) order to be made
               in respect of the other part; or suspends or
               threatens to suspend its operations.
11.2 Within 20 (twenty) days of the termination of this
     Agreement (howsoever occasioned), each party shall, at
     the direction of the other party either destroy or
     return to the other party all materials furnished to it
     under this Agreement and in its possession or under its
     control and shall certify in writing to the other party
     that the other party's direction has been complied
     with. The above obligations shall not apply to any
     material which either party is able to demonstrate to
     the reasonable satisfaction of the other is required to
     be retained for the purposes of compliance with
     applicable law provided that such material is returned
     or destroyed as soon as is permissible under the
     relevant legal provision.
11.3 Termination of this Agreement by either party for
     whatever reason shall not prejudice or affect the
     rights or remedies of such party against the other
     party in respect of any antecedent breach of this
     Agreement.
12.  GENERAL
12.1 These Heads (and the Definitive Agreement) shall be
     governed by and construed in accordance with the laws
     of England.
12.2 Notices shall be in writing and shall be sent to the
     address of the relevant party as set out hereinabove
     marked for the attention of the Chief Executive Officer
     or to such other address as may be designated by notice
     given in the manner provided herein. Notices given by
     telefax shall be confirmed by mail.
12.3 Nothing in these Heads shall be deemed to create any
     joint venture or partnership between HBC and NetHold
     and neither party shall hold itself out in its
     advertising or otherwise in any manner which would
     indicate or imply any such relationship with the other.
12.4 NetHold shall be entitled to assign any of its rights
     and/or obligations hereunder to its parent, subsidiary
     or affiliated companies upon notifying HBC thereof in
     writing, provided that in the event of any such
     assignment NetHold shall remain jointly and severally
     liable with the assignee for the performance of this
     Agreement by the assignee. Otherwise neither party
     shall be entitled to assign, sub-license, transfer or
     otherwise dispose of any of its rights or sub-contract,
     transfer or otherwise dispose of any of its rights or
     obligations, hereunder without the prior written
     consent of the other party (such consent not to be
     unreasonably withheld or delayed).
12.5 A waiver (whether express or implied) by one of the
     parties of any of the provisions set out herein or of
     any breach of or default by the other party in
     performing any of those provisions shall not constitute
     a continuing waiver and that waiver shall not prevent
     the waving party from subsequently enforcing any of the
     provisions hereof not waived or from acting on any
     subsequent breach of or default by the other party
     under any of the provisions of this agreement.
12.6 Neither party shall be liable to the other for any
     delay or non-performance of its obligations hereunder
     arising from any cause beyond its reasonable control,
     including, without limitation, an act of God, satellite
     failure or governmental regulation or directives
     ("event of force majeure"). The party so delaying or
     failing to perform shall use all reasonable efforts to
     resume performance of its obligations as soon as
     practical provided that if performance is not resumed
     within sixty (60) days either party shall be entitled
     to terminate these Heads or the Definitive Agreement
     forthwith upon notice in writing to the other.
12.7 Neither party shall be liable to the other for any
     indirect losses, including loss of profits and
     consequential damages, arising from any breach of these
     Heads (or the Definitive Agreement).
12.8 Each party hereby undertakes to treat the terms of
     these Heads (and the Definitive Agreement) as
     confidential together with all information whether of a
     technical nature or otherwise relating in any manner to
     the business or affairs of the other party as may be
     communicated to it hereunder or otherwise and will not
     disclose such information to any person (other than to
     its parent, subsidiary or affiliated companies,
     auditors or other professional advisers) and will not
     use such information other than for the purposes
     hereof. Any public announcement of the consummation of
     this deal shall be made jointly by the parties hereto.
12.9 Any amendments or variations to the terms of this
     Agreement shall be in writing and signed by the duly
     authorized representatives of both parties.
13.  FUTURE CHANNELS
13.1 The parties hereto agree that in the event that HBC
     develops new channels during the Terms hereof, similar
     in quality to the Channel (the "New Channels"), the
     parties shall enter into good faith negotiations
     regarding the carriage of such New Channels as part of
     the NetHold Package on terms and conditions to be
     agreed between the parties, it being acknowledged that
     the timing of the carriage of any such new channels
     will be dependent, inter alia, on the availability of
     transponder capacity leased by NetHold.
14.  DEFINITIVE AGREEMENT
15.  These Heads, upon the signing hereof by NetHold and
     HBC, shall create legally binding obligations pending
     the finalization of a Definitive Agreement into which
     the terms of these Heads shall be included and which
     the parties shall negotiate in good faith with a view
     to concluding the same by not later than 31 August 1996
     ("Completion Date"). The parties hereto shall, until
     the Definitive Agreement is concluded, remain bound by
     these Heads and whether or not the Definitive Agreement
     has been concluded by the Completion Date.
IN WITNESS WHEREOF these Heads of Agreement have been
executed on the day and year first above written.
SIGNED BY                               SIGNED BY
/s/                                /s/                   
for and on behalf of                              for and on
behalf of
NETHOLD CENTRAL EUROPE B.V.             HUNGARIAN
BROADCASTING                            CORPORATION US, INC.
Signed                                  Peter E. Klenner
<PAGE>
                        SCHEDULE A
               (Description of the Channel)
                             
Description of Channel:
Transmission Hours:
Components of Channel: