Exhibit 4.50

[CONFORMED
COPY]

PURCHASE AGREEMENT  RELATING TO THE SHARES IN  PUBLIMUSIC B.V.

between

Talpa Management B.V.

as the Purchaser

and

SBS Radio B.V. and Strengholt B.V.

as the Sellers

and

SBS Broadcasting S.A.

as the Guarantor

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CONTENTS

|1    DEFINITIONS                                 |  | 5 
|------------------------------------------------ |  | --
|2    SALE AND PURCHASE OF THE SHARES AND PAYMENT |  | 7 
|3    COMPLETION; TRANSFER OF THE SHARES          |  | 8 
|4    REPRESENTATIONS AND WARRANTIES              |  | 8 
|5    SELLERS' LIABILITY FOR BREACHES             |  | 11
|6    MITIGATION                                  |  | 11
|7    INSURANCE                                   |  | 11
|8    LOANS AND OTHER INTERCOMPANY OBLIGATIONS    |  | 12
|9    ADVERTISING                                 |  | 12
|10    BROADCASTING LICENCE                       |  | 12
|11    GUARANTEE                                  |  | 14
|12    NON-COMPETITION AND CONFIDENTIALITY        |  | 14
|13    PURCHASER'S WARRANTIES                     |  | 15
|14    MISCELLANEOUS                              |  |  

2

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LIST OF SCHEDULES

|Schedule 1 |  | Representations and Warranties                                                                                                
|---------- |  | ------------------------------------------------------------------------------------------------------------------------------
|Schedule 2 |  | Completion Agenda                                                                                                             
|Schedule 3 |  | Draft notarial deed of transfer of the Shares                                                                                 
|Schedule 4 |  | Letter from SBS Broadcasting B.V. to the Purchaser of this date regarding the provision of advertising time to Publimusic B.V.
|Schedule 5 |  | Employees of the Company                                                                                                      
|Schedule 6 |  | Disclosure Letter                                                                                                             
|Schedule 7 |  | Data Room Index                                                                                                               
|Schedule 8 |  | List of registered intellectual property rights                                                                               

3

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The
undersigned:

and

(Each
a "Seller" and together the "Sellers");

The
parties under 1, 2 and 3 together referred to as the "Parties" (and in the singular as "Party")

and

WHEREAS:

4

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HAVE AGREED AS FOLLOWS:

1    DEFINITIONS

"Advertising Time"

advertising time on SBS 6, Net 5 and V8;"Agreement"

this agreement of sale and purchase of the Shares, including all Schedules thereto;"Annual Accounts"

the audited annual accounts of the Company dated 13 February 2002 (consisting of a profit and loss account, balance sheet and explanatory notes thereto) and the audit report of 11 June 2002, all for the financial year ending on
31 December 2001, determined in accordance with Dutch GAAP;"Breach"

both (i) any breach of a Warranty or Representation given by the Sellers as included in the Representations and Warranties, and (ii) any non-fulfilment of any (other) obligation arising from this Agreement;"Business Day"

a day (other than a Saturday and Sunday) when banks in Amsterdam are open for the transaction of normal business;"Civil Law Notary"

civil-law notary Paul Quist, holding office at Strawinskylaan 2001 at the offices of Stibbe in Amsterdam;"Company"

Publimusic B.V.;"Completion

the completion of the sale and delivery of the Shares to the Purchaser by means of execution of the Deed of Transfer, as well as the effectuation of all other actions envisaged to be undertaken pursuant to this Agreement at that time;"Completion Agenda"

the overview of all legal acts that are to performed on the Completion Date. This overview is attached to this Agreement as Schedule 2;"Completion Date"

the date on which the Agreement is signed, and on which the Deed of Transfer will be executed;"Current Broadcasting Licence"

the current FM broadcasting licence of the Company dated 25 August 1997 which has a Potential Coverage of fifty two (52) percent of the inhabitants of the Netherlands;"Data Room Index"

index of the information provided by the Sellers within the scope of the Due Diligence Investigation. This index is attached to this Agreement as Schedule 7;"Deed of Transfer"

the notarial deed of transfer of the Shares, a draft of which is attached to this Agreement as Schedule 3;"Disclosure Letter"

the letter from the Sellers to the Purchaser attached to this Agreement as Schedule 6, dated the date hereof and to be confirmed on the Completion Date, which contains deviations from the Representations and Warranties made by the
Sellers;


5

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"Distribution"

the long term distribution of the radio licences by the Dutch Government, which is currently studied by the Dutch Government and is expected to replace the present radio licences that have been granted until 1 September 2002, and which is
expected to be extended by the Dutch government on the basis of the judgement of the court (voorzieningenrechter) of Rotterdam of 11 October 2002;"Due Diligence Investigation

the investigation executed on the instruction of the Purchaser into the Company;"Dutch GAAP"

Generally accepted accounting principles in the Netherlands;"Encumbrance"

Any and all rights of pledge (pand), mortgage (hypotheek), usufruct (vruchtgebruik), attachments
(beslagen), obligations in the sense of section 252 of Book 6 BW (Dutch Civil Code) (kwalitatieve verplichtingen) or any other encumbrances
(bezwarende rechten met enigerlei absolute werking);"Expected Expiring Date"

the expected expiring date of the New Broadcasting License which is determined by the Parties in joint consultation to be 1 September 2010;"Guarantor"

SBS Broadcasting S.A. referred to under 4 of the preamble of this Agreement;"Loss" or "Losses"

damages (vermogensschade) within the meaning of article 6:96 of the Dutch Civil Code, which may be incurred or sustained by the Purchaser resulting from or relating to any Breach;"New Broadcasting Licence"

a new FM broadcasting licence that the Company obtains as a result of the Distribution;"Ordinary Course of Business"

the ordinary course of the day-to-day operations of the Company and, in any event, without regard to the transactions contemplated by this Agreement;"Parties"

the parties referred to in the preamble of this Agreement;"Penalty"

the penalty defined in 10.1 (i) and 10.1 (ii);"Potential Coverage"

a term generally applied in the Dutch radio branch (potentieel bereik) which stands for the minimum coverage that the owner of a Dutch broadcasting licence can achieve according to its licence, as opposed to the actual coverage which depends on
factual circumstances;"Purchase Price"

the purchase price referred to in clause 2.3 of this Agreement;"Purchaser"

Talpa Management B.V., referred to under 1 of the preamble of this Agreement;"Representations and Warranties"

the representations and warranties attached to this Agreement as Schedule 1;"Schedule"

a schedule to this Agreement;"Sellers"

SBS Radio B.V. and Strengholt B.V. together, referred to under 2 and 3 of the preamble of this Agreement;


6

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"Shares"

all issued and outstanding shares of the Company referred to under A in the preamble of this Agreement;"Subsidiaries"

subsidiaries within the meaning of article 2:24a of the Dutch Civil Code"Taxation" or "Tax"

all forms of taxation, duties, levies, imposts and social security charges, including, without limitation, corporate income tax, wage withholding tax, national social security contributions and employee social security contributions, value added tax,
customs and excise duties, capital tax and other legal transaction taxes, dividend withholding tax, (municipal) real estate taxes, real estate transfer tax, other municipal taxes and duties, environmental taxes and duties and any other type of taxes
or duties in any relevant jurisdiction, including VAT, together with any interest, penalties, surcharges or fines relating thereto, due, payable, levied, imposed upon or claimed to be owed in any relevant jurisdiction;"Third Party"

a third party not being a group company of the Parties in the meaning of 2:24b of the Dutch Civil Code;"Third Party Claim"

a claim by a Third Party covered by the Representations and Warranties;"Transfer"

the transfer of the Company by means of the Deed of Transfer.


2    SALE AND PURCHASE OF THE SHARES AND PAYMENT

7

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3    COMPLETION; TRANSFER OF THE SHARES



4    REPRESENTATIONS AND WARRANTIES

8

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9

---

10

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For
the purposes of this clause the Purchaser shall include the Company.

5    SELLERS' LIABILITY FOR BREACHES

6    MITIGATION



7    INSURANCE



11

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8    LOANS AND OTHER INTERCOMPANY OBLIGATIONS

9    ADVERTISING

10    BROADCASTING LICENCE



12

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it
being understood that the cumulative amounts of a) and b) will be decreased as follows:





13

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11    GUARANTEE

12    NON-COMPETITION AND CONFIDENTIALITY



14

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13    PURCHASER'S WARRANTIES

15

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14    MISCELLANEOUS

16

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To the Purchaser:Name

:

Talpa Management B.V.Address

:

's-Gravelandseweg 71
1217 EJ Hilversum
The NetherlandsFor the attention of

:

Mr. F.J. BotmanTelefax

:

+31 35 672 20 171To the Sellers:Name

:

SBS Radio B.V.Address

:

Rietlandpark 333
1019 DW Amsterdam
The NetherlandsFor the attention of

:

Mr. A. KreuzenTelefax

:

+31 20 800 74 80with a copy to

:

Mr E. MoeTelefax

:

+31 20 519 19 96Name

:

Strengholt B.V.Address

:

Flevolaan 41
1411 KC Naarden
The NetherlandsFor the attention of

:

Mr. M.P. NanningTelefax

:

+31 35 695 81 50




17

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THUS AGREED AND SIGNED IN FOUR ORIGINAL COPIES

in
Amsterdam on 22 October 2002

|Talpa Management B.V. |  |                |  |    
|--------------------- |  | -------------- |  | ---
|                      |  | /s/A. SWART    |  |    
|by:                   |  | A. Swart       |  |    
|SBS Radio B.V.        |  | Strengholt B.V
|                      |  | /s/ERIK T. MOE |  |    
|by:                   |  | E.T. Moe       |  | by:
|SBS Broadcasting S.A. |  |                |  |    
|                      |  | /s/ERIK T. MOE |  |    
|by:                   |  | E.T. Moe       |  |    

Schedule 8/Annex 2

|80's Flashback           |  | logo |  | Publimusic BV       |  | We need to re-apply              
|------------------------ |  | ---- |  | ------------------- |  | ---------------------------------
|80's Flashback           |  | word |  | Publimusic BV       |  | Refused, objection denied as well
|Eighties Flashback       |  | word |  | Publimusic BV       |  | Refused, objection denied as well
|Hitflits                 |  | logo |  | Publimusic BV       |  | We need to re-apply              
|Noordzee FM              |  | word |  | Publimusic BV       |  | Registered                       
|Noordzee FM              |  | logo |  | Publimusic BV       |  | We need to re-apply              
|Noordzee FM Hitflits     |  | word |  | Publimusic BV       |  | Registered                       
|Radio Noordzee Nationaal |  | word |  | Publimusic BV       |  | Renewed                          
|The Morning Call         |  | word |  | Publimusic BV       |  | Registered                       
|RNN                      |  | word |  | Naerdinck Beheer BV |  | Registered                       
|Radio Noordzee           |  | word |  | Naerdinck Beheer BV |  | Registered                       

RNN
and Radio Noordzee will be transferred to Publimusic B.V.

18

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SCHEDULE 7

Data Room Index

|1     |  | Contracts                                                                                                                                                                               
|----- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1.1   |  | Contract proof numbering with Music & Images, dated December 24, 2001                                                                                                                   
|1.2   |  | Contract service-agreement with Music & Images, dated November 1, 1999                                                                                                                  
|1.3   |  | Agreement regarding the Continuous Listening Research 20012003 with Intomart + invoices, dated December 1, 2001, March 1, 2002 and May 3, 2002                                         
|1.4   |  | Software Maintenance agreement with AICA bv, dated April 5, 2000                                                                                                                        
|1.5   |  | Satellite connection agreement with Xantic, dated February 6, 1998                                                                                                                      
|1.6   |  | Contract with BBC De Media and Reclame Bank BV, dated May 12, 1999                                                                                                                      
|1.7   |  | Contract with ANP regarding news service, dated July 1, 2002                                                                                                                            
|1.8   |  | Contract with ANP regarding distribution press releases, dated January 29, 2001                                                                                                         
|1.9   |  | Contract with Nedstat, dated June 15, 2002                                                                                                                                              
|1.10  |  | Contract with the Commissariaat voor de Media, dated August 1, 2002                                                                                                                     
|1.11  |  | Contract with BUMA, dated November 7, 1996                                                                                                                                              
|1.12  |  | Contract with SENA, dated December 24, 1998                                                                                                                                             
|1.13  |  | Contract with Aircheck, dated November 12, 2001                                                                                                                                         
|1.14  |  | Contract with Broadcast Newco Two regarding transmission park new, dated June 27, 2002                                                                                                  
|1.15  |  | Contracts with Broadcast Newco Two regarding transmission park old, dated September 29, 1997 and September 15, 2000                                                                     
|1.16  |  | Service agreement with Strengholt B.V., dated January 1, 2000                                                                                                                           
|1.17  |  | Contract with Body & Mind, dated March 3, 2002                                                                                                                                          
|1.18  |  | Incorporation Deed Stichting PRE, dated January 7, 2000                                                                                                                                 
|2     |  | Personnel                                                                                                                                                                               
|2.1   |  | Employment agreements                                                                                                                                                                   
|2.1.1 |  | Employment agreement with Mr. C. Banks, dated March 1, 2001                                                                                                                             
|2.1.2 |  | Employment agreement with Mr. J.J. Bremmert, dated October 3, 2001                                                                                                                      
|2.1.3 |  | Employment agreement with Mrs. D. Claassens, dated October 17, 2001                                                                                                                     
|2.1.4 |  | Employment agreement with Mr. M.M.M.T.J. van Ekeren, dated May 5, 1998                                                                                                                  
|2.1.5 |  | Employment agreement with Mr. R. Ester, dated October 2, 2000                                                                                                                           
|2.1.6 |  | Employment agreement with Mr. T.E. de Geus (undated) Letter confirmation, dated August 4, 1999                                                                                          
|2.1.7 |  | Employment agreement with Mr. M.R. Haak, dated August 1, 1994 with Strengholt B.V. + change of function, dated January 1, 1997 + change of operational subsidiary, dated January 1, 1998
|      |  |                                                                                                                                                                                         

19

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|2.1.8  |  | Employment agreement with Mr. M. de Haan, September 25, 2001                                                
|------ |  | ------------------------------------------------------------------------------------------------------------
|2.1.9  |  | Employment agreement with Mr. T.D. Jacobs, dated May 8, 2000                                                
|2.1.10 |  | Employment agreement with Mr. R.C. Jansen, dated September 26, 2001                                         
|2.1.11 |  | Employment agreement with Mr. A.G.A. Josiassen, dated November 14, 2000                                     
|2.1.12 |  | Employment agreement with Mrs. E. Kombrink, dated June 18, 2001                                             
|2.1.13 |  | Employment agreement with Mr. E.J.F. van Loon, dated April 20, 2000                                         
|2.1.14 |  | Employment agreement with Mrs. V.M.B.M. Lups, dated October 18, 2001                                        
|2.1.15 |  | Employment agreement with Mr. D.E.J. Mourillon, dated January 2, 2001                                       
|2.1.16 |  | Employment agreement with Mr. J.T.A. Nikkels with Strengholt B.V. November 24, 1992                         
|2.1.17 |  | Employment agreement with Mrs. C. Rappoldt, dated June 15, 2001                                             
|2.1.18 |  | Employment agreement with Mr. H.J. Reusken, dated December 5, 2000                                          
|2.1.19 |  | Employment agreement with Mrs. M. Schaapherder, dated November 28, 2000 + letter reimbursement study costs  
|2.1.20 |  | Employment agreement with Mrs. N. Schreurs, dated February 12, 2001                                         
|2.1.21 |  | Employment agreement with Mr. A.L. van Sluis, dated July 31, 2001                                           
|2.1.22 |  | Employment agreement with Mr. T. Smid, dated July 23, 2000                                                  
|2.1.23 |  | Employment agreement with Mr. D.J.P.L. Smulders, dated September 29, 1999 + letter reimbursement study costs
|2.1.24 |  | Employment agreement with Mr. P.J.A. Snijders, dated December 9, 1999                                       
|2.1.25 |  | Employment agreement with Mr. J.O. de Vries, dated August 16, 2001                                          
|2.1.26 |  | Employment agreement with Mr. R. de Vries, dated December 6, 1999                                           
|2.1.27 |  | Employment agreement with Mr. M.M.P. Weber, dated September 25, 2000                                        
|2.1.28 |  | Employment agreement with Mr. R.N. Zomer, undated Letter confirmation November 18, 1999                     
|2.2    |  | Free lance contracts                                                                                        
|2.2.1  |  | Partial agreement with Mrs. L.E.J. van Geert, dated October 18, 2001                                        
|2.2.2  |  | Partial agreement with Mr. J.M. Kimmert, dated November 28, 2001                                            
|2.2.3  |  | Partial agreement with Mr. W.J.E. van Putten, dated August 21, 2001                                         
|2.2.4  |  | Partial agreement with Mrs. S. Simons, dated March 1, 2002 (agreement signed by P. Schouwenaars)            
|2.3    |  | Rules Hofstede Oud-Bussum                                                                                   
|2.4    |  | Health Costs Insurance Agreement                                                                            
|2.5    |  | Pension regulations                                                                                         
|2.6    |  | ARBO Unie services agreement                                                                                

20

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|3    |  | License agreements                                                                                                        
|---- |  | --------------------------------------------------------------------------------------------------------------------------
|3.1  |  | Decision Commissariaat voor de Media, dated June 4, 2002                                                                  
|3.2  |  | Extension license for commercial broadcast, dated May 15, 2002                                                            
|3.3  |  | License for commercial broadcast, dated August 25, 1997                                                                   
|3.4  |  | License for commercial broadcast, dated January 20, 1994                                                                  
|4    |  | Advertising contracts                                                                                                     
|4.1  |  | Contract with Carat Nederland, dated April 2, 2002                                                                        
|4.2  |  | Contract with Initiative Media Group BV, dated March 15, 2002                                                             
|4.3  |  | Contract with Mediacom, dated March 19, 2002                                                                              
|4.4. |  | Contract with Medialand, dated April 8, 2002                                                                              
|4.5  |  | Contract with Media Center Inkoop, dated November 28, 2001                                                                
|4.6  |  | Contract with Stroom Media Communicatie B.V., dated March 20, 2002                                                        
|4.7  |  | Contract with Schreiner & Van Bokkel, dated February 5, 2002                                                              
|4.8  |  | Contract with Universal Media, dated January 17, 2002                                                                     
|4.9  |  | Contract with Kobalt Media Services, undated                                                                              
|4.10 |  | Contract with Mediapolis, undated                                                                                         
|4.11 |  | Contract with OMD Nederland, dated February 13, 2002                                                                      
|5    |  | Miscellaneous documentation                                                                                               
|5.1  |  | Agreement with UPC Nederland B.V. regarding the distribution of the radio program Noordzee FM, dated February 13, 2002    
|5.2  |  | Agreement with Essent Kabelcom B.V. relating to the distribution of the radio program Noordzee FM, dated December 31, 2001
|5.3  |  | Grant of self-employed declaration artist (4x)                                                                            
|5.4  |  | Annex automation relating to a questionnaire in connection with the due diligence (Annex 1 of the report)                 
|5.5  |  | Barter-agreement with Wedel Software B.V., dated November 28, 2001                                                        
|5.6  |  | Barter-agreement with Avis Autoverhuur B.V., dated December 27, 2001                                                      
|5.7  |  | Barter-agreement with Sanoma Uitgevers B.V., dated April 16, 2002 and March 21, 2002                                      
|5.8  |  | Barter-agreement with Octagon Cis, dated July 26, 2002                                                                    
|5.9  |  | Barter-agreement with Onstage.nl, dated April 2, 2002                                                                     
|5.10 |  | Barter-agreement with Newformation B.V., dated December 10, 2001                                                          
|5.11 |  | Barter-agreement with Top Sports Group, dated December 5, 2001                                                            
|5.12 |  | Barter-agreement with Trendsport World Holding B.V., dated July 10, 2002                                                  
|5.13 |  | Barter-agreement with SBS Broadcasting B.V.                                                                               
|5.14 |  | Barter-agreement with BMG (re Volmnia), dated April 5, 2002                                                               
|     |  |                                                                                                                           

21

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|5.15 |  | Barter-agreement with Reiskrant.nl, dated June 6, 2002                                                                                                                                                                                                                                     
|---- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|5.16 |  | Barter-agreement with N.V. Holdingmaatschappij De Telegraaf, dated July 4, 2001                                                                                                                                                                                                            
|5.17 |  | Confirmation barter-agreement with JD Communications, dated June 23, 2002                                                                                                                                                                                                                  
|5.18 |  | Barter-agreement with Europcar Autoverhuur, dated March 20, 2002                                                                                                                                                                                                                           
|5.19 |  | Barter-agreement with Snowdome Uithof, dated October 31, 2001                                                                                                                                                                                                                              
|5.20 |  | Barter-agreement with Filmfocus.nl, dated October 31, 2001                                                                                                                                                                                                                                 
|5.21 |  | Barter-agreement with Flection, dated March 12, 2002                                                                                                                                                                                                                                       
|5.22 |  | Barter-agreement with Ster Videotheken organisaties, dated February 4, 2002                                                                                                                                                                                                                
|5.23 |  | Barter-agreement with Mobillion B.V., dated June 26, 2002                                                                                                                                                                                                                                  
|5.24 |  | F. van Lanschot Bankiers: deed of signatory power for legal entities, dated October 26, 2001                                                                                                                                                                                               
|5.25 |  | Schedule employees RNFM per July 2002                                                                                                                                                                                                                                                      
|5.26 |  | Articles Publimusic B.V., dated April 20, 2000                                                                                                                                                                                                                                             
|5.27 |  | Extract Chamber of Commerce of Publimusic B.V., dated July 26, 2002                                                                                                                                                                                                                        
|5.28 |  | Deed of transfer of shares Publimusic B.V. to SBS Radio B.V., dated June 12, 2002                                                                                                                                                                                                          
|5.29 |  | Strengholt authorization register Noordzee FM                                                                                                                                                                                                                                              
|5.30 |  | Deed of contribution Shares Publimusic B.V. into SBS Radio B.V., dated June 12, 2001                                                                                                                                                                                                       
|5.31 |  | Shareholders register of Publimusic B.V.                                                                                                                                                                                                                                                   
|5.32 |  | Extract Chamber of Commerce of Strengholt B.V., dated November 23, 3001                                                                                                                                                                                                                    
|5.33 |  | Letter of Ministry of EZ, dated August 12, 2002 re. Zerobase decision/provisional arrangement, dated July 24, 2002                                                                                                                                                                         
|5.34 |  | Minutes Management meetings, dated December 17, November 19, October 22, October 8, September 24, September 10, August 27, August 14, July 30, July 16, June 25, June 5, May 23,
May 8, April 9, March 26, March 19, March 5, January 23, February 2, and February 14, 2001                
|5.35 |  | Minutes Board of Directors meetings, dated February 13, February 20, February 27, March 6, March 13, March 20, April 4, April 17, May 15, May 29, July 3, July 31, October 16,
October 30, November 13, and December 13, 2001                                                              
|5.36 |  | Minutes Board of Directors meetings, dated January 8, January 22, February 12, February 19, March 5, March 19, April 2, April 16, May 14, and June 25, 2002                                                                                                                                
|5.37 |  | Minutes Management meetings, dated August 5, July 29, July 22, July 8, July 15, June 24, June 4, May 28, May 21, May 13, May 6, April 22, April 15, March 25, March 4,
March 18, February 25, February 4, February 11, February 18, January 28, January 21, January 7, and January 14, 2002
|5.38 |  | Minutes of the meetings of the Supervisory Board, dated November 29, 2000, May 21, 2001, October 2, 2001, December 12, 2001 and March 27, 2002                                                                                                                                             
|5.39 |  | Contract Buma Stemra of November 19, 2001 and mechanical rights deed of November 20, 2001                                                                                                                                                                                                  
|5.40 |  | Copy invoices Buma regarding computer networks of March up to and including August 2002                                                                                                                                                                                                    
|     |  |                                                                                                                                                                                                                                                                                            

22

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|5.41 |  | Draft deed of incorporation Stichting Samenwerkende Commerciele Radio stations, dated July 8, 2002                                
|---- |  | ----------------------------------------------------------------------------------------------------------------------------------
|5.42 |  | Agreement regarding distribution of radio programs between the VCR and VECAI of February 2002                                     
|5.43 |  | Agreement N.V. Multikabel regarding the distribution of the radio program Noordzee FM, dated July 29, 2002                        
|5.44 |  | Barter-agreement Lycos, dated July 29, 2002                                                                                       
|5.45 |  | Barter-agreement Cavallino Promotions, dated January 24, 2002                                                                     
|5.46 |  | Barter-agreement De Hotelwaardecheque Nederland BV, dated July 1, 2002 (confirmed via e-mail)                                     
|5.47 |  | Barter-agreement Discovery Network Benelux, dated December 17, 2001                                                               
|5.48 |  | Overview cable costs Noordzee FM 2002 including copy invoices                                                                     
|5.49 |  | Overview logo and wordmark registrations, dated August 22, 2002                                                                   
|5.50 |  | Memo new strategy preliminary investigation, dated July 29, 2002                                                                  
|6    |  | Financial/Commercial/Other                                                                                                        
|6.1  |  | Annual Report 2000 Publimusic BV                                                                                                  
|6.2  |  | Annual Report 2001 Publimusic BV including balance sheet specifications                                                           
|6.3  |  | Letter of Representation 2001, dated June 11, 2002                                                                                
|6.4  |  | Publication balance sheet 2000 Publimusic BV, dated January 30, 2002                                                              
|6.5  |  | Declaration corporation tax 2000 and copy corporation tax return 2000, dated March 30, 2002                                       
|6.6  |  | Declaration turnover tax Publimusic BV, period September 1, 2000 up to and including June 2002                                    
|6.7  |  | Letter Tax Department Big Corporations Utrecht regarding the resigning from the turnover tax fiscal unit, dated September 18, 2000
|6.8  |  | Declaration income tax Publimusic BV, period January 1999 up to and including June 30, 2002                                       
|6.9  |  | Declaration gaming tax Publimusic BV, period 1st quarter 1999 up to and including 1st quarter 2002                                
|6.10 |  | Overview current barter-agreements per July 31, 2002                                                                              
|6.11 |  | Budget 2002 Publimusic including specifications                                                                                   
|6.12 |  | Internal reporting balance sheet and P&L account including specifications per June 30, 2002                                       
|6.13 |  | Debtors overview per June 30 and August 8, 2002                                                                                   
|6.14 |  | Creditors overview per June 30 and August 8, 2002                                                                                 
|6.15 |  | Overview connections ledger regarding declarations turnover tax, income tax and social security premiums per December 31, 2001    
|6.16 |  | Response questionnaire annual report 2001 of accountant Swart & Co, dated August 9, 2002 including various annexes                
|     |  |                                                                                                                                   

23

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|6.17 |  | Response questionnaire balance sheet June 30, 2002 of accountant Swart & Co, dated August 9, 2002 including various annexes                                                                         
|---- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|6.18 |  | Response questionnaire KPMG Meijburg & Co including annexes and our letter of August 20, 2002                                                                                                       
|6.19 |  | Copy letter KPMG Meijburg & Co, dated October 5, 1999 regarding fiscal treatment SBS advertising time                                                                                               
|6.20 |  | Response information to be provided for the fiscal due diligence exercise Publimusic BV                                                                                                             
|6.21 |  | Response overview documentation en information required for the legal due diligence exercise on Publimusic BV, dated August 7, 2002 legal due diligence exercise Publimusic BV, dated August 7, 2002
|6.22 |  | Response report of the meeting, dated August 15, 2002                                                                                                                                               
|6.23 |  | Conversation report between Mr. Botman, Mr. Van Nieuwenhuizen, Mr. Zomer and Mr. Nanning, dated August 14, 2002 and our reaction, dated August 22, 2002                                             

24

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SCHEDULE 6

DISCLOSURE LETTER

|    |  |                                                             
|--- |  | ------------------------------------------------------------
|To: |  | Talpa Management B.V.
's-Gravelandseweg 71
1217 EJ Hilversum

Amsterdam,
22 October 2002

Dear
Sirs,

This
letter is the Disclosure Letter referred to in clause 4 of the agreement (the "Agreement") about to be entered into between
SBS Radio B.V. and Strengholt B.V. (together the "Sellers") and Talpa
Management B.V. (the "Purchaser") relating to the sale to the Purchaser of all the issued share capital of Publimusic B.V. (the
"Company"). Where the context so admits, expressions used in this letter have the same meaning as in the Agreement.

We
refer in particular to the Warranties contained in clause 4 of, and Schedule 2 "Representation and Warranties" to, the Agreement. The Representations and Warranties are
qualified by the disclosures contained or referred to in this Disclosure Letter and the Sellers shall not be in breach of any of the Representations and Warranties in respect of matters disclosed in
this Disclosure Letter. Where the material particulars of a matter are set out in this Disclosure Letter, full particulars of the matter and full contents of the documents are deemed to be disclosed
as if set out in full in this Disclosure Letter, it being understood that the amounts mentioned in this Disclosure Letter are correct.

Solely
for convenience reasons, certain disclosures are set out against particular paragraphs of Schedule 2 "Representations and Warranties" to the Agreement but any matter,
whether disclosed generally or by reference to a particular paragraph number of that Schedule, is disclosed for the purposes of all the warranties, which will be qualified accordingly.

The
following specific matters are disclosed.



25

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Kindly
acknowledge receipt of and agreement with this letter and all the documents set out in the annexed Disclosure Documents by signing and returning to us the enclosed copy of this
letter.

Yours
faithfully,

|\s\ Mark P. NanningStrengholt B.V.                |  | \s\ Erik T. MoeSBS Radio B.V.
|------------------------------------------------- |  | -----------------------------
|By:Mark P. Nanning                                |  | By:Erik T. Moe               
|                                                  |  |                              
|We acknowledge receipt of this Disclosure Letter:
|                                                  |  |                              
|\s\ A. SwartTalpa Management B.V.                 |  |                              
|By:A. Swart                                       |  |                              

26

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Schedule 5

Datum:
17-10-2002

Publimusic B.V. Employees per 31 August 2002

|Naam                                                                                 |  | Geb.datum  |  | Bruto
Maandsalaris
In € |  | Bruto
Jaarsalaris
In € |  | PT% 
|------------------------------------------------------------------------------------ |  | ---------- |  | ----------------------- |  | ---------------------- |  | ----
|Banks C.                                                                             |  | 12-03-1971 |  | 3.289,91                |  | 42.637,23              |  | 100%
|Bremmert J.J.                                                                        |  | 08-09-1965 |  | 2.132,77                |  | 27.640,70              |  | 100%
|Claassens D.G.C.                                                                     |  | 01-08-1981 |  | 1.474,79                |  | 19.113,28              |  | 100%
|Ekeren M.M.M.T.J. van                                                                |  | 21-07-1969 |  | 2.228,06                |  | 28.875,66              |  | 100%
|Ester R.                                                                             |  | 15-10-1971 |  | 2.495,79                |  | 32.345,44              |  | 100%
|Geus T.E. de                                                                         |  | 05-06-1964 |  | 4.610,41                |  | 59.750,91              |  | 100%
|Haak M.R.                                                                            |  | 22-03-1971 |  | 1.663,56                |  | 21.559,74              |  | 100%
|Haan M. de                                                                           |  | 25-05-1969 |  | 2.087,39                |  | 27.052,57              |  | 100%
|Jacobs T.D.                                                                          |  | 01-01-1973 |  | 2.723,59                |  | 35.297,73              |  | 100%
|Jansen R.C.                                                                          |  | 10-01-1969 |  | 2.178,15                |  | 28.228,82              |  | 100%
|Josiassen A.G.A.                                                                     |  | 21-03-1968 |  | 2.635,10                |  | 34.150,90              |  | 100%
|Kombrink E.                                                                          |  | 02-11-1976 |  | 1.747,05                |  | 22.641,77              |  | 100%
|Loon E.J.F. van                                                                      |  | 07-05-1968 |  | 2.178,15                |  | 28.228,82              |  | 100%
|Lups V.M.B.M.                                                                        |  | 11-10-1967 |  | 2.382,35                |  | 30.875,26              |  | 100%
|Mourillon D.E.J.                                                                     |  | 23-03-1972 |  | 2.197,20                |  | 28.475,71              |  | 100%
|Nikkels J.T.A.                                                                       |  | 24-07-1949 |  | 2.904,19                |  | 37.638,30              |  | 100%
|Rappoldt C.                                                                          |  | 02-05-1973 |  | 2.382,35                |  | 30.875,26              |  | 100%
|Reusken H.J.                                                                         |  | 04-12-1971 |  | 2.775,77                |  | 35.973,98              |  | 100%
|Schaapherder M.                                                                      |  | 22-11-1972 |  | 2.290,68                |  | 29.687,21              |  | 100%
|Schreurs N.                                                                          |  | 14-06-1976 |  | 2.082,85                |  | 26.993,74              |  | 90% 
|Sluis A.L. van                                                                       |  | 30-05-1971 |  | 3.471,42                |  | 44.989,60              |  | 100%
|Smid T.                                                                              |  | 08-06-1971 |  | 3.804,95                |  | 49.312,15              |  | 100%
|Smulders D.J.P.L.                                                                    |  | 01-03-1975 |  | 2.798,01                |  | 36.262,21              |  | 100%
|Snijders P.J.A.                                                                      |  | 01-09-1974 |  | 1.804,68                |  | 23.388,65              |  | 100%
|Vries J.O. de                                                                        |  | 11-08-1977 |  | 1.474,78                |  | 19.113,15              |  | 100%
|Vries R. de                                                                          |  | 23-12-1964 |  | 3.368,41                |  | 43.654,59              |  | 100%
|Weber M.M.P.                                                                         |  | 25-05-1964 |  | 4.466,04                |  | 57.879,88              |  | 100%
|Zomer R.N.                                                                           |  | 13-11-1966 |  | 5.525,20                |  | 71.606,59              |  | 100%
|Freelance contracten:                                                                |  |            |  |                         |  |                        |  |     
|Geert L.E.J. van
Kimmel J.M.
Pablo Syndicate B.V. (Sylvana Simons)
Putten W.J.E. van |  |            |  |                         |  |                        |  |     

27

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Schedule 4

[SBS BROADCASTING B.V. LETTERHEAD]

Talpa
Management B.V.
Attn. John de Mol
Burgemeester A. Colijnweg 2
1182 AL AMSTERDAM

Amsterdam,
October 21, 2002

Re:
provision of advertising time to Publimusic B.V.

Dear
Sir,

We
confirm that SBS Broadcasting B.V. will provide advertising time to Publimusic on its televisions stations SBS 6, NET 5 and V8, either on the basis of the existing agreement between
Strengholt B.V. and SBS Broadcasting B.V. or on the basis of the share purchase agreement pursuant to which agreement Talpa Management B.V. acquired the entire outstanding share capital in Publimusic
B.V. (the "Share Purchase Agreement").

Publimusic
B.V. is entitled to advertising time having an aggregate gross value of USD 901.465,- per 15 October 2002 until 31 December 2002 pursuant to the existing
agreement, whereby unused advertising time shall lapse. Pursuant to clause 9 of the Share Purchase Agreement Publimusic B.V. shall be entitled to additional advertising time having an aggregate
gross value of Euro 1,815,000 to be used before 31 December 2004, where unused advertising time shall lapse.

It
is understood that all advertising time will be made available on the basis of the following terms and conditions:



Best
regards,

|                                                             |  | 
|------------------------------------------------------------ |  | 
|\s\ Andre KreuzenSBS Broadcasting B.V.
By: Mr A.H.T. Kreuzen |  | 

28

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For
acceptance:

|                                                   |  | 
|-------------------------------------------------- |  | 
|\s\ A. Swart
Talpa Management B.V.By: Mr. A. Swart |  | 

For
and on

29

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SCHEDULE 3

TRANSFER OF SHARESin the capital of:
Publimusic B.V.
Dated October 22nd, 2002.

30

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|TRANSFER OF SHARES |  | AS/694265/19253.lve
|------------------ |  | -------------------
|PUBLIMUSIC B.V.    |  | 18-10-2002         
|                   |  | 1                  

Today,
the twenty-second of October two thousand and two, appeared before me, Paul Hubertus Nicolaas Quist, civil-law notary in Amsterdam:



(SBS
and Strengholt hereinafter to be referred to as the "Transferors";)

14.14 POWERS OF ATTORNEY

The above mentioned powers of attorney are evidenced by two (2) private deeds, which will be attached to this deed.

31

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The
appearing persons declared:

Title, shares

The Transferors and the Transferee have entered into that certain purchase agreement (the "Agreement"), with respect to all seventy (70) ordinary paid up
shares in the capital of the Company, each with a par value of two hundred fifty euro (EUR 250.-), numbered 1 to 70 inclusive, (the "Shares").

Pursuant
to the Agreement, the Transferors shall transfer the Shares to the Transferee.

Preceding acquisition

SBS acquired the shares, numbered 1 to 36 inclusive, (the "SBS Shares") by transfer pursuant to a contribution agreement, by deed executed on the twelfth day of
June two thousand and one before J.B. de Snaijer, civil-law notary in Amsterdam.

This
transfer was acknowledged by the Company in the deed mentioned above.

Strengholt
acquired the shares, numbered 37 to 69 inclusive, (the "Strengholt Shares") upon incorporation of the Company by deed signed on the twenty-sixth day of April nineteen hundred
and eighty-five before G.H.W. de Jongh, at that time civil-law notary in Hilversum.

Pursuant
to the shareholders' register of the Company, Strengholt has acquired the share, numbered 70, as a result of purchase.

Neither
Strengholt nor the Company can produce the deed by which this transfer occurred.

Considering
that the transfer has occurred prior to the first day of January nineteen hundred and ninety-three and that five years have passed since the transfer, during which period the
Company has considered the transfer to be valid, no appeal can be made as to a possible defect in the transfer concerned.

Upon
incorporation the nominal value of each share of the Strengholt Shares was five hundred Dutch guilders (NLG 500.-).

By
deed of amendment to the articles of association signed on the twentieth day of April two thousand before J.B. de Snaijer, civil law notary in Amsterdam, the nominal value of each
share of the Strengholt Shares was converted from five hundred Dutch guilders (NLG 500.-) into two hundred fifty euro (EUR 250.-).

Transfer

Pursuant to the Agreement SBS hereby transfers the SBS Shares and Strengholt hereby transfers the Strengholt Shares to the Transferee, who hereby accepts the SBS
Shares from SBS and the Strengholt Shares from Strengholt.

The
transfer is subject to the following conditions:

14.15 ACCOUNT AND RISK

Article 1.

The Shares and all rights attached thereto including any distributions made by the Company on the Shares will as from today be for the benefit of the Transferee.

32

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Dissolution, conditions subsequent and precedent

Article 2.

The Transferors and the Transferee waive the right to request the dissolution of the Agreement.

The
Transferors and the Transferee have not agreed on any conditions subsequent (ontbindende voorwaarden)or precedent
(opschortende voorwaarden).

Payment purchase price

The total purchase price amounts to twenty million four hundred twenty thousand one hundred ten euro (EUR 20,420,110.-).

The
Transferors have received the purchase price by payment on a third party account with Stibbe Derdengelden Notariaat, for which the Transferee is granted acquittance.

Provisions restricting free transferability

The Transferors are jointly holders of all issued shares in the capital of the Company and waive their rights under the right of first refusal as referred to in
the articles of association.

Nachgründung

During the period beginning on the day one year before the incorporation of the Transferee up to the date of the agreement concluded in the present deed, the
Shares did not belong to the incorporator or shareholder of the Transferee, so that the provisions of article 2:204c Dutch Civil Code in respect of the agreement concluded in the present deed
do not apply, although the agreement between the parties was entered into before two years have passed since the registration of the Transferee with the Trade Register.

Acknowledgement

The Company declared that it acknowledges the transfer of the Shares and that it will make the appropriate entry in the shareholders' register.

This
deed was executed today in Amsterdam.

The
substance of this deed was stated and explained to the appearing persons.

The
appearing persons declared not to require a full reading of the deed, to have taken note of the contents of this deed and to consent to it.

Subsequently,
this deed was read out in a limited form, and immediately thereafter signed by the appearing persons and myself, civil-law notary, at one hour ante meridiem.

(Signed):
E.T. Moe, M.P. Nanning, A. Swart, Paul Quist.

33

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Schedule 2

Completion Agenda

|No. |  | Subject                                                                                                          |  | Actions/Documents required                                                                                                                                                                             |  | Responsibility |  | Comments/Status 
|--- |  | ---------------------------------------------------------------------------------------------------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | -------------- |  | ----------------
|1.  |  | Schedule 9 listing the required intellectual property rights of the Company                                      |  | To be delivered to A&O at the latest on Friday 18 October 2002                                                                                                                                         |  | Stibbe         |  | OK              
|2.  |  | Schedule 5 listing the total number of employees employed by the Company, and the employees' monthly gross wages |  | To be delivered to Stibbe at the latest on Friday 18 October 2002                                                                                                                                      |  | Strengholt/A&O |  | OK              
|3.  |  | Schedule 7: Disclosure Letter                                                                                    |  | To be delivered to Stibbe at the latest on Friday 18 October 2002                                                                                                                                      |  | A&O            |  | OK              
|4.  |  | Evidence of the authority of the persons executing the SPA on the Sellers' behalf                                |  | Copies of the relevant documents i.e. extract Chamber of Commerce (uittreksel Kamer van Koophandle) dated on Completion Date to be provided to Stibbe on Completion Date before the signing of the
SPA |  | A&O            |  | SBS Broadcasting
|5.  |  | Evidence of the authority of the persons executing the SPA on the Purchaser's behalf                             |  | Copies of the relevant documents i.e. extract Chamber of Commerce (uittreksel Kamer van Koophandle) dated on Completion Date to be provided to A&O on Completion Date before the signing of the
SPA    |  | Stibbe         |  | OK              
|    |  |                                                                                                                  |  |                                                                                                                                                                                                        |  |                |  |                 

34

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|6. |  | Resignation Supervisory Board |  | Eight resignation letters signed by the eight members of the supervisory board of the Company, to be provided by the Sellers to the Purchaser |  | A&O           |  | To be delivered to the Purchaser within seven (7) days after the Completion Date pursuant to clause 3.3 of the SPA
|-- |  | ----------------------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------- |  | ------------------------------------------------------------------------------------------------------------------
|7. |  |                               |  | Signing of the SPA                                                                                                                            |  | Stibbe        |  | By A.M. van Westerloo, A.A. Jansen and A. Swart                                                                   
|   |  |                               |  | Transfer of an amount equal to the Purchase Price to the bank account of Stibbe derdengelden Notariaat                                        |  | Talpa Capital |  | OK                                                                                                                
|   |  |                               |  | Confirmation of receipt of the amount equal to the Purchase Price to the Sellers                                                              |  | Stibbe        |  |                                                                                                                   
|   |  |                               |  | Execution of deed of transfer of the shares, including the appointment of the new board and supervisory board of the Company                  |  | Stibbe        |  |                                                                                                                   
|   |  |                               |  | Delivery of the up to date shareholders' register of the Company to the Purchaser                                                             |  | A&O           |  |                                                                                                                   
|   |  |                               |  | Transfer of the amount equal to the Purchase Price from the bank account of Stibbe derdengelden Notariaat to the Sellers                      |  | Stibbe        |  |                                                                                                                   

35

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SCHEDULE 1

Representations and Warranties

Each of the Sellers represents and warrants subject to the disclosures made in the Disclosure Letter:

1.     CORPORATE STANDING

2.     CAPITAL SHARES

36

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3.     ANNUAL ACCOUNTS

4.     TAXATION

37

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38

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5.     AGREEMENTS

6.     ORDINARY COURSE OF BUSINESS

7.     ORDINARY COURSE OF BUSINESS SINCE THE ACCOUNTING DATE

39

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8.     COMPLIANCE WITH LAW

9.     EMPLOYEES

40

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10.   INTELLECTUAL PROPERTY RIGHTS

11.   LITIGATION

12.   DISCLOSURE

41

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