Exhibit 4.44

CONFORMED COPY

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SHARE PURCHASE AGREEMENT
by and between
INTERNATIONAL TRADING AND INVESTMENTS HOLDINGS S.A.
LUXEMBOURG
and
SBS BROADCASTING S.A.
Dated as of December 23, 2002

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SHARE PURCHASE AGREEMENT

This SHARE PURCHASE AGREEMENT (the "Agreement") is made and entered into as of December 23, 2002, by and
between International Trading and Investments Holdings S.A. Luxembourg, a company organized under the laws of Luxembourg with registered number B29742 and its registered office at 398, route d'Esch,
L-1471, Luxembourg ("ITI"), and SBS Broadcasting S.A., a company organized under the laws of Luxembourg with registered number 31996 and its
registered office at 8-10, rue Mathais Hardt, BP 39, L-2010, Luxembourg ("SBS" and, together with ITI, the
"Parties" and each, a "Party").

WHEREAS,
SBS beneficially owns 217,140 common shares, par value PLN 100 per share, of TVN Sp. z o.o., a company organized under the laws of Poland (such entity,
"TVN" and each such share, a "TVN Share"), representing 33% of the outstanding share capital of TVN as
of the date of this Agreement; and

WHEREAS,
ITI desires to cause a subsidiary of ITI (the "Purchaser") to acquire from Strateurop International B.V., a company organized
under the laws of The Netherlands and SBS's wholly owned subsidiary (the "Seller"), and SBS desires to cause Seller to sell to the Purchaser, 16,940 TVN
Shares (the "Shares") in exchange for US $11,000,000 (such sale and purchase of Shares, the
"Acquisition"), subject to the terms and conditions hereinafter provided;

NOW,
THEREFORE, in consideration of the mutual covenants and promises herein contained, and of other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Parties hereby agree as follows:

ARTICLE I
DEFINITIONS

Unless otherwise indicated, defined terms in this Agreement and in the Exhibits to this Agreement have the meanings set forth or referenced below:

"Acquisition" has the meaning ascribed to it in the recitals to this Agreement.

"Affiliate" means, with respect to any specified Person, (x) any member of the board of directors or officer of, or any Person that
beneficially owns at least 10% of the capital stock or other equity interests of, such specified Person, or (y) any other Person directly or indirectly controlling, controlled by, or under
common control with, such specified Person, at any time during the period for which the determination of affiliation is being made. For purposes of this Agreement, the term "control", including the
terms "controlled by" and "under common control with", as applied to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management of such
Person, whether through ownership of voting securities or otherwise.

"Agreement" means this Share Purchase Agreement, dated as of December 23, 2002, by and between SBS and ITI.

"Business Day" means any Monday, Tuesday, Wednesday, Thursday or Friday on which banks are open for business, are not required or
permitted to be closed and are carrying out transactions in U.S. Dollars in Poland, Luxembourg, The Netherlands, London and The City of New York.

"Cap" has the meaning ascribed to it in Section 6.3 of this Agreement.

"Closing" and "Closing Date" have the meanings ascribed to them in Section 2.4 of
this Agreement.

"Contract" means any written or unwritten agreement, lease, license, instrument, contract, note, mortgage, indenture, arrangement,
understanding or other obligation.

"Damages" has the meaning ascribed to it in Section 6.2(a) of this Agreement.

"Escrow Account" has the meaning ascribed to it in Section 2.6 of this Agreement.

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"Escrow Agent" has the meaning ascribed to it in Section 2.6 of this Agreement.

"Escrow Funds" has the meaning ascribed to it in Section 2.6 of this Agreement.

"Financing" has the meaning ascribed to it in Section 2.3 of this Agreement.

"First Shareholder Loan Disbursement" has the meaning ascribed to it in Section 2.4 of this Agreement.

"Governmental Entity" means any supranational, national, federal, state, provincial, local or other political subdivision thereof or
entity, department, agency or instrumentality exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government.

"Indemnitee" has the meaning ascribed to it in Section 6.4(a) of this Agreement.

"Indemnitor" has the meaning ascribed to it in Section 6.4(a) of this Agreement.

"Investment Agreement" means the Investment Agreement, dated as of July 26, 2000, by and between, among others, ITI and SBS, which
was entered into in connection with the Prior Transaction.

"ITI" has the meaning ascribed to it in the preamble to this Agreement.

"ITI Group" means ITI and its Subsidiaries.

"ITI Parties" means ITI and the Purchaser.

"Law" means any federal, state, local or foreign law, statute, ordinance, rule, regulation, judgment, order, injunction, decree,
arbitration award, agency requirement, license (including without limitation all terrestrial and satellite broadcast licenses) or permit of any Governmental Entity.

"N-Vision" means N-Vision B.V., a company organized under the laws of The Netherlands, which is wholly owned by
ITI.

"Notice" has the meaning ascribed to it in Section 6.4(a) of this Agreement.

"Party" has the meaning ascribed to it in the preamble to this Agreement.

"PBK" has the meaning ascribed to it in Section 2.3 of this Agreement.

"Person" means any individual, corporation, partnership, joint venture, trust, unincorporated organization or government or any agency or
political subdivision thereof.

"Prior Transaction" means the transactions entered into by the Parties and certain of their Affiliates in connection with the Share
Purchase Agreement, dated July 21, 2000, by and between, among others, ITI and SBS.

"Purchase Price" has the meaning ascribed to it in Section 2.2 of this Agreement.

"Purchaser" has the meaning ascribed to it in the recitals to this Agreement.

"Relationship Agreement" means the Relationship Agreement, dated as of July 26, 2000, by and between, among others, ITI and SBS,
which was entered into in connection with the Prior Transaction.

"SBS" has the meaning ascribed to it in the preamble to this Agreement.

"SBS Group" means SBS and its Subsidiaries.

"SBS Parties" means SBS and the Seller.

"Seller" has the meaning ascribed to it in the recitals to this Agreement.

"Shares" has the meaning ascribed to it in the recitals to this Agreement.

"Share Transfer Agreement" has the meaning ascribed to it in Section 2.5 of this Agreement.

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"Subsidiary" means, with respect to any Person, any other Person of which shares of capital stock or other interests having a majority of
the general voting power in electing the board of directors (or other body exercising similar authority) are, at the time as of which any determination is being made, beneficially owned by the first
Person and/or by one or more of its respective Subsidiaries.

"TVN" has the meaning ascribed to it in the recitals to this Agreement.

"TVN Affiliate Debt" has the meaning ascribed to it in Section 2.3 of this Agreement.

"TVN Shares" has the meaning ascribed to it in the recitals to this Agreement.

ARTICLE II
PURCHASE AND SALE OF THE SHARES

Section 2.1Purchase and Sale of the Shares.On and subject to the terms and conditions of this
Agreement, ITI agrees to cause the Purchaser to purchase from the Seller, and SBS agrees to cause the Seller to sell to the Purchaser, the Shares for the consideration specified below in
Section 2.2 below. ITI
agrees that the Purchaser shall be a current shareholder of TVN that is a party to the Investment Agreement as of the date of this Agreement.

Section 2.2Purchase Price.ITI agrees to pay to the Seller at the Closing US $11,000,000 (the
"Purchase Price") by causing the payment of cash by wire transfer of immediately available funds to the Seller in accordance with Section 2.3 or
2.6 of this Agreement, as applicable below.

Section 2.3Payment of Purchase Price.Subject to Section 2.6 below, ITI agrees to cause
N-Vision to deliver irrevocable wire transfer instructions to TVN, with a copy by facsimile to each of SBS and Bank Przemyslowo Handlowy PBK S.A.
("PBK") (Attention: Andreas Strasser and Miroslaw Panek, Structured Finance Department, PBK; Facsimile No: +48 22 5319 535), in the form attached as Exhibit 1to this Agreement, on the date of this Agreement, which shall instruct TVN to effect repayment of the first US $11,000,000 of
outstanding loans to or promissory notes or any other indebtedness of TVN held by ITI or its affiliates (such loans, notes or other indebtedness, the "TVN Affiliate
Debt") from funds from the proposed €75 million credit facility (the "Financing") being arranged for TVN
by PBK to the account designated in writing to ITI by SBS.

Section 2.4Closing.The closing of the Acquisition (the
"Closing") shall take place at the offices of Sullivan & Cromwell in London, England, commencing at the time of the first disbursement of funds
from the Financing used, in whole or in part, to repay (in whole or in part) any TVN Affiliate Debt (such event, the "First Shareholder Loan
Disbursement") or, to the extent the conditions to the obligations of the Parties to effect the Closing (other than conditions with respect to actions the respective Parties
will take at the Closing itself) have not been satisfied or waived by the time of the First Shareholder Loan Disbursement, as soon as practicably possible following the satisfaction or waiver or all
conditions to the Closing (other than conditions with respect to actions the respective Parties will take at the Closing itself) (such date, the "Closing
Date").

Section 2.5Deliveries at the Closing.At the Closing, (i) SBS will cause Seller to execute and
deliver to Purchaser a share transfer agreement in the form attached asExhibit 2to this Agreement (the "Share Transfer
Agreement"), (ii) ITI will cause Purchaser to execute and deliver to Seller the Share Transfer Agreement and (iii) ITI will cause N-Vision to deliver
the Purchase Price in the manner specified in Section 2.3 or 2.6 of this Agreement, as applicable.

Section 2.6Escrow Arrangement.To the extent the conditions to the obligations of the Parties to effect
the Closing (other than conditions with respect to actions the respective Parties will take at the Closing itself) are not reasonably expected to be satisfied or waived by the time of the First
Shareholder Loan Disbursement (other than as a result of any failure on the part of any of the ITI

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Parties
to fully comply with its obligations under this Agreement), then ITI, N-Vision and SBS shall promptly enter into an escrow arrangement mutually acceptable to ITI and SBS pursuant
to which the Parties shall appoint a first-class financial institution with an office in London, England to act as escrow agent for N-Vision (the "Escrow
Agent") and ITI shall cause N-Vision to (i) irrevocably instruct TVN to promptly pay to an interest-bearing account maintained at the Escrow Agent (the
"Escrow Account") the first US $11,000,000 of TVN Affiliate Debt (the "Escrow Funds") by wire transfer
of immediately available US Dollar funds and (ii) irrevocably instruct the Escrow Agent, upon receipt of written confirmation from SBS (or its legal counsel) that SBS is ready to cause Seller
to execute and deliver the Share Transfer Agreement in accordance with Section 2.5(i) above, to promptly release, transfer and deliver (by wire transfer of immediately available US
Dollar funds) the Escrow Funds to the account designated in writing by SBS, together with any and all interest accrued thereon through and including the Closing Date;provided
that, the Escrow Agent shall be permitted to release the Escrow Funds to N-Vision if this Agreement is terminated in accordance with Section 7.1 of this
Agreement. The costs and expenses of the Escrow Agent shall be borne by ITI.

Section 2.7Right of SBS to Change the Seller.Notwithstanding anything to the contrary herein, SBS shall
have the right to designate any wholly-owned Subsidiary of SBS to act as Seller under this Agreement so long as such Subsidiary is the legal and beneficial owner of all of the Shares at the time of
such designation. SBS shall give prior written notice to ITI and Purchaser upon any such designation being made, such notice being provided at least five Business Days prior to the Closing Date.

Section 2.8Guarantee of Performance by Respective Subsidiaries.Each of ITI and SBS agrees to cause its
respective Subsidiaries, subject to the terms and conditions set forth in this Agreement, to perform all of their respective obligations under this Agreement, and guarantees to the other Party the
performance by such entities of all such obligations.

ARTICLE III
REPRESENTATIONS AND WARRANTIES

Section 3.1Representations and Warranties of SBS.SBS hereby makes the following representations and
warranties to ITI as of the date hereof and as of the Closing Date:



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Section 3.2Representations and Warranties of ITI.ITI hereby makes the following representations and
warranties to SBS as of the date hereof and as of the Closing Date:



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ARTICLE IV
COVENANTS

Section 4.1Cooperation.



Section 4.2Certain Taxes.The ITI Parties shall be liable for any and all stamp, registration or
transfer taxes incurred or arising directly from the sale and transfer to Purchaser of the Shares pursuant to this Agreement.

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ARTICLE V
CONDITIONS

Section 5.1Conditions to Obligations of SBS and Seller.The obligations of SBS and Seller to consummate
the transactions to be performed by each of them in connection with the Closing are subject to the satisfaction prior to or at the Closing of the following conditions precedent:



Section 5.2Conditions to Obligations of ITI.The obligations of ITI and the Purchaser under this
Agreement to consummate the transactions to be performed by each of them in connection with the Closing are subject to the satisfaction prior to or at the Closing Date of the following conditions
precedent:



ARTICLE VI
INDEMNIFICATION

Section 6.1Survival of Representations and Warranties.



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Section 6.2Indemnification.



Section 6.3Indemnification Amounts.



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Section 6.4Indemnification Procedures.



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Section 6.5Non-Exclusive Remedy.The indemnification remedies provided in this
Article VI shall not be deemed to be exclusive. Accordingly, the exercise by any Person of any of its rights under this Article VI shall not be deemed to be an election of remedies and
shall not be deemed to prejudice, or to constitute or operate as a waiver of, any other right or remedy that such Person may be entitled to exercise (whether under this Agreement, under any other
contract, under any Law or otherwise); provided, however, that no Party shall seek other remedies in those situations where they have received full indemnification payments with respect to such
situations.

Section 6.6Certain Limitations.The indemnification obligations of the Parties hereto for any breach of
a representation and warranty described in Article III of this Agreement shall survive for only the period applicable to such representations and warranties as set forth in Section 6.1
of this Agreement, and thereafter all such representations and warranties of the Parties hereto under this Agreement shall be extinguished; provided, however, that such indemnification obligation
shall not be extinguished in the event of Damages incurred as a result of an investigation, review, suit, claim or action that was instituted or begun prior to the expiration of the survival period
set forth in Section 6.1 if notice was sent to the Indemnitor in the time and in the manner required by Section 6.4. Subject to the proviso at the end of the immediately preceding
sentence, no claim for the recovery of such Damages may be asserted by an Indemnitee after such period; provided, however, that claims first asserted in writing and noticed with particularity as
required by Section 6.4 within such period shall not thereafter be barred.

ARTICLE VII
TERMINATION

Section 7.1Termination.Certain of the Parties may terminate this Agreement as provided below:



Section 7.2Effect of Termination.Upon termination of this Agreement pursuant to Section 7.1,
this Agreement shall be void and of no further force and effect and no Party shall have any liability to any other Party under this Agreement, except that nothing herein shall relieve any Party from
any liability for the breach of any of the representations, warranties, covenants and agreements set forth in this Agreement except as contemplated by Article VI.

ARTICLE VIII
MISCELLANEOUS

Section 8.1Governing Law.This Agreement shall be governed by, and construed in accordance with, the
Laws of the State of New York.

Section 8.2Specific Enforcement.It is hereby agreed and acknowledged that it will not be possible to
measure in money the damages that would be suffered if the parties fail to comply with any of the obligations herein imposed on them and that in the event of any such failure, an aggrieved party

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will
be irreparably damaged and will not have an adequate remedy at law. Any such party shall, therefore, in addition to any other remedies available under applicable law, be entitled to injunctive
relief, including specific performance, to enforce such obligations, without the posting of any bond, and if any action should be brought in equity to enforce any of the provisions of this Agreement,
none of the parties to this Agreement (and none of their respective subsidiaries) shall raise the defense that there is an adequate remedy at law.

Section 8.3Resolution of Disputes.Any dispute arising out of or in connection with this Agreement or
any ancillary agreement, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration under the London Court of International
Arbitration Rules, which Rules are deemed to be incorporated by reference into this clause. The Parties expressly reserve their rights to apply to any state or other judicial authority for interim or
conservatory measures in accordance with Article 25 of such Rules and subject to the terms and conditions set forth therein. The number of arbitrators shall be three. The seat, or legal place,
of arbitration shall be London, England. The language to be used in the arbitral proceedings shall be English.

Section 8.4Entire Agreement.This Agreement contains the entire understanding of the Parties with
respect to the matters covered hereby and supercedes and replaces all prior oral or written agreements covering the matters contemplated in this Agreement. The Parties hereby agree that their
respective rights and obligations under this Agreement shall not be amended, modified or in any way superceded by the Share Transfer Agreement to be executed and delivered pursuant to
Section 2.5 of this Agreement. No legal suit, action or proceeding may be instituted by any of ITI Parties or SBS Parties in respect of the Share Transfer Agreement other than in accordance
with Section 8.3 of this Agreement.

Section 8.5Severability.If any term, provision, covenant or restriction of this Agreement is held by a
court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect.

Section 8.6Successors and Assigns.This Agreement shall be binding upon and shall inure to the benefit
of the Parties and their respective successors and permitted assigns. No Party shall assign or transfer any of its rights or obligations hereunder without the prior written consent of the other Party
hereto. No third party is intended to have any rights by reason of, or to enforce, any provision of this Agreement.

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Section 8.7Notices.All notices or services of process provided for herein shall be validly given or
served, as the case may be, if in writing and delivered personally, or by confirmed facsimile (followed promptly by an original copy of such notice or service of process delivered by registered mail),
in accordance with the following:



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or
to such other address or facsimile number as either party may, from time to time, designate in a written notice given to the other party in a like manner.

Section 8.8Amendments; Waivers.This Agreement may be amended only by a writing executed by each of the
Parties hereto. No waiver by either Party of any default with respect to any provision, condition or requirement hereof shall be deemed to be a waiver of any other provision, condition or requirement
hereof; nor shall any delay or omission of either Party to exercise any right hereunder in any manner impair the exercise of any such right accruing to it thereafter.

Section 8.9Fees and Expenses.Except as provided in Sections 2.6 and 4.2 of this Agreement, each party
shall pay the fees and expenses of its counsel, investment bankers, accountants and other advisors and all other expenses incurred by such party incident to the negotiation, preparation, execution and
delivery and performance of this Agreement.

Section 8.10Time is of the Essence.With regard to all dates and time periods set forth or referred to
in this Agreement, time is of the essence.

Section 8.11Headings.The headings herein are for convenience only, do not constitute a part of this
Agreement, and shall not be deemed to limit or affect any of the provisions hereof.

Section 8.12Counterparts.This Agreement may be executed by the Parties hereto in counterparts each of
which shall be deemed an original, but all of which together shall constitute one and the same instrument.

IN
WITNESS WHEREOF, each of ITI and SBS have caused this Agreement to be duly executed by their respective authorized directors or officers as of the date first above written.

| |  | INTERNATIONAL TRADING AND
INVESTMENTS HOLDINGS S.A.
LUXEMBOURG
| |  | --------------------------------------------------------------
| |  | By:                                                           
| |  | SBS BROADCASTING S.A.                                         
| |  | By:                                                           

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