Rental Contract


concluded  between on the one part INVESTOR Holding Rt (1136 Budapest, 
Pannonia str. 11) - hereafter: Lessor - and on the other part HBC Kft.
(1118 Budapest, Szamado str. 19) - hereafter: Lessee - on the
undersigned place and date, under the following conditions:


1) Subject of the rent:  the premises in Lessor's proprietorship in
Budapest, 11th district, Kelenhegyi str. 39  with an area of 2952 m2 
together with the superstructures of totally 1100 m2 on it,  in the
conditions viewed and known by Lessee, in good working conditions suited
in every respect to Lessee's purposes of use. Period of the contract:
from 1st July 1996 on, for a period of 5 years.

Parties agree that 6 months prior to the expiry of the definite period,
they may agree in the establishment  of a new rental relationship.

2) a) Parties agree that the rental fee of the rented properties totals
the amount in HUF+VAT/month  equivalent to 6,000 USD for July 1996 and
following this: 12,000 USD  calculated at the official HNB middle rate
valid on the  day of invoicing. Should the day of invoicing fall on  a
bank holiday, then the rate valid on the first  working day  the closest
to the day of invoicing shall prevail.

Lessor  issues invoices on the 20th prior to the actual month to Lessee,
of the rental fee payable monthly in advance by Lessee and Lessee is
obliged to meet its rental fee payment obligation until the 1st day of
the next month, by bank transfer.

b) Should Lessee meet dilatorily any of its payment obligations as per
this contract, it is bound to pay to Lessor a default interest with the
size of the actual libor + 5% for the days of the delay.

3) Lessee undertakes the obligation of utilizing the objects of rent
with proprietary solicitude for television purposes and properly, it
protects and maintains at its own cost their present substance and
state.
Also, Lessee  undertakes the obligation of continuously keeping all the
objects of rent in good condition, to perform or have performed at its
own cost the repairs, maintenances implied by their proper use, becoming
necessary from time to time, furthermore, to bear all the costs of the
property insurance contract, to be concluded by Lessee for its assets
placed in the rented property. Lessor has a valid insurance contract in
respect of the property. 

Should Lessee want to extend or modify its scope of activities carried
out in the rented  property, then it is obliged to obtain Lessor's
preliminary  approval to. 

Parties agree that Lessor is entitled to supervise constantly and
continuously the fulfilment of Lessee's obligations, and Lessee is
obliged to tolerate these supervisions, and within the frame of it to
supply Lessor  with the necessary verbal and written information. 
Lessor is obliged to inform Lessee of the time of its supervisions  48
hours before starting the supervisions.
4) Lessee may  establish a legal relationship with third persons, aimed
at further rental, 
sub-rental or use of the objects of rent, by Lessor's approval only.
Also, Lessor's approval is needed to the transfer of Lessee's rights and
obligations according to the present contract to any third party. 

5) In addition to  rental fees, Lessee is obliged to bear all  present
general expenses as well as those arising during the period of the
rental contract, connected with the use of the rented property. 
Accordingly, Lessee is obliged to pay to Lessor - on the basis of the
relating invoice - keeping a payment deadline of 8 days according to the
invoice - all costs of public utilities such as costs of  water and
sewage, gas heating, rubbish transport, telephone and all other costs of
public utilities. Lessee is obliged to bear alone the public utility
costs of  the used electric energy, and for the sake of this Lessor will
agree that the electric meters will be transferred to and at the cost of
Lessee.

6) It's Lessee's obligation to obtain  all the specialised authorities'
and other licences necessary to exercise its activity pursued on the
rented property, furthermore, it is obliged to fulfil all the official
provisions, stipulations of environmental protection, fire-protection,
accident prevention, labour protection, public hygiene and others and 
to bear the costs arising in connection with the fulfilment of these.

Lessee is obliged to answer for pecuniary and non-pecuniary damages
eventually arising during the use of the rented property as a result of
its careless or wilful behaviour, and to compensate the damaged party
for these damages.

7) Lessee may store, use and operate on the rented property movables,
valuables that form its own or a third person's property, at its own
risk and responsibility .

8) Parties agree that Lessee is entitled to effect on the rented
property a transformation, refurbishment other than  protection of
substance with Lessor's preliminary approval only.

a) Costs  of the change and  replacement of  central equipments of the
rented property as well as the connected repair costs will be borne by
Lessee until the limit of 100,000 HUF+VAT/equipment, costs exceeding
this limit will be paid by Lessor, and the parties are obliged to do a
reconciliation - with the involvement of an expert, if justified - about
the justifiability of works  and the acceptance of the relating amounts.

b)  Lessor's approval will be needed when placing on the walls of the
rented property inscriptions, advertising media referring to Lessee's
activity. 

c)  Lessee is  entitled to modify, replace, alter the public utility
cables and meters only if having Lessor's approval. Cost of damages in
connection with the overload or falling out of public utility services
will be borne by Lessee. 

d) Parties agree that Lessor is not obliged to bear costs of maintenance
works of the rented property - other than included in a) - during the
period of the rent, these costs will be borne fully by Lessee.

9) The rental legal relationship according to this contract shall cease:

a) in case of Lessee's cessation without legal successor,

b) in case Lessor terminates the present rental contract with immediate
effect by the date stated in its relevant notices. Lessor may exercise
this  right of him:

     b.a) in spite of Lessor's two written notices, Lessee does not
comply with its obligation    of paying the rental fee or any of the
general expenses,

     b.b) Lessee does not use properly the objects of the rent and does
not cease its such behaviour upon a written notice either,

     b.c) violates the provisions of the present contract,

c) by mutual agreement,

d) in case Lessor will cease the rental relationship by ordinary
termination, keeping a notice period of 6 months. Parties agree that in
this case Lessor is obliged to pay to Lessee the net remainder -
relevant on the day the contract will be ceased - of investments
effected by Lessor and justified by invoices, which can be accounted
according to Hungarian accounting regulations in respect of
depreciation.

10. In case the rental relationship ceases, Lessor is not obliged to
offer to Lessee an other adequete rented property, and Lessee may not
claim from Lessor financial reimbursement or that its placement should
be ensured in nature, since Lessee is obliged to arrange its further
placement at its own cost, by itself.

11. In case the rental relationship ceases, Lessee is obliged  to return
to Lessor's possession the rented property - as per an inventory -
vacated from Lessee's movables, in a clean state, suitable for proper
use,  without a special notice.

Should any equipments of the rent be missing  on return, Lessee is
obliged to compensate Lessor for the shortage either in cash or in
nature.

Should any object of the rent be faulty, not suitable for proper use on
return, Lessee is obliged to bear the costs related to the re-establishment of 
the state suitable for proper use, to have the repair necessary for this
performed at its own cost or to pay these costs to Lessor.

12. Lessee undertakes the obligation  to pay to Lessor as a kind of
guarantee of payment obligations to be met by Lessee according to the
present rental contract, a caution money in cash in HUF equal to 18,000
USD until the day of 15th July 1996 and also, the  amount in cash in HUF
equal to 18,000 USD until 15th September 1996, thus, a caution money of
totally 3 months rental fee. Out of  the amount of this caution Lessor
is entitled to directly satisfy its claims in the case of the
non-fulfilment/non-contractual fulfilment of the conditions of this
contract, in case Lessee wouldn't fulfil any of its obligations despite
Lessor's repeated notice. 

Parties agree that interests on the caution-money will be due to Lessee,
Lessor is obliged to transfer to Lessee within 8 days the interests
credited by the bank.
Should Lessor be entitled during the rental period to directly satisfy
its requirements to the debit of the caution-money, Lessee is obliged to
fill up the remaining amount of caution-money to the original amount
within 8 days. 

Parties agree that upon the cessation of the rental relationship they
will account with the caution-money with each other. 

13. Parties agree that  the present contract is subject to the
suspending condition  that Lessee pays to Lessor the first instalment -
meaning an amount equal to one and a half months rental fee -  of the
referred caution regulated in article 12.


14. Parties agree that in case the present rental relationship would not
be established between them on the basis of the present contractual
conditions, they will not raise any claims under any title towards each
other, and every party will bear in its own the risks, costs arisen or
to be arising  during the preparation and establishment of the present
legal case.

15. In issues not regulated by the present contract, the stipulations of
the Civil Code relating to rental relationships as well as the law no.
LXXVIII of 1993 and other legal provisions connected to these legal
rules will be guiding.

The contractual parties have signed the present contract after having
read and interpreted it in agreement, as being in every respect in
accordance with their will.


Budapest, ..... June 1996

In the representation of
Lessor:Politzer Tamas             Lessee: Imre Kovats