EXHIBIT 4.15  CONFORMED COPY   SHARE PURCHASE AGREEMENT  by and between  INTERNATIONAL TRADING AND INVESTMENTS HOLDINGS S.A.
LUXEMBOURG  and  SBS BROADCASTING S.A.  Dated as of September 12, 2003  
   TABLE OF CONTENTS  ARTICLE I
  DEFINITIONSARTICLE II
  PURCHASE AND SALE OF STRATEUROP SHARESSection 2.1
  Purchase and Sale of Strateurop Shares(a)
  SBS Consideration(b)
  ITI ConsiderationSection 2.2
  Closing.(a)
  Obligations of the Parties at Closing(b)
  Simultaneous ClosingSection 2.3
  Obligations in connection with the HYB Offering or any Alternative
  Financing.(a)
  Best Efforts Obligation to Consummate the HYB Offering(b)
  Approval of TVN Supervisory Board(c)
  Participation in HYB Offering Preparation(d)
  Alternative Financing(e)
  Obligation to Escrow Certain HYB Offering
  ProceedsSection 2.4
  SBS Participation in Subsequent Transfer of TVN.Section 2.5
  Termination of the Call Option AgreementSection 2.6
  Guarantee of Performance by Respective SubsidiariesARTICLE III
  REPRESENTATIONS AND WARRANTIESSection 3.1
  Representations and Warranties of SBS(a)
  Organization, Good Standing and
  Qualification(b)
  Strateurop and the SBS TVN Shares(c)
  Corporate Authority(d)
  No Violations(e)
  Brokers and Finders(f)
  No Other Representations or WarrantiesSection 3.2
  Representations and Warranties of ITI(a)
  Organization, Good Standing and Qualification(b)
  Corporate Authority(c)
  No Violations(d)
  HYB Offering Memorandum(e)
  TVN Financial Statements(f)
  Investment(g)
  No Other Representations or WarrantiesARTICLE IV
  COVENANTSSection 4.1
  Non CompeteSection 4.2
  StandstillSection 4.3
  Cooperation.  i 
   (a)
  Best Efforts Obligation to Consummate the
  Transactions(b)
  Further Assurances(c)
  Right of SBS to Prior Review of Disclosures
  to Third Parties; Obligation of ITI to Keep SBS Apprised of Certain MattersSection 4.4
  Fees and Expenses.(a)
  Transactions Consummated(b)
  Transactions Not ConsummatedSection 4.5
  Publicity.(a)
  General Obligation to Keep Certain
  Information Confidential(b)
  Press Release and other Public Statements;
  Disclosures to Certain Third-PartiesSection 4.6
  Delivery by ITI of Certain Documents; Retention of Books and Records.(a)
  Obligation of ITI to Deliver Certain
  Documents(b)
  Retention of Books and RecordsSection 4.7
  Taxes.(a)
  Taxes of Strateurop Payable Prior to the
  Closing Date(b)
  Taxes Arising in Connection with the
  Transfer of the Strateurop Shares.(c)
  Taxes of Strateurop Arising After the Closing Date.ARTICLE V
  CONDITIONSSection 5.1
  Conditions to Obligations of SBS(a)
  Representations and Warranties(b)
  Compliance with Agreements and Conditions(c)
  Certificate(d)
  Opinions(e)
  Antitrust; Consents and Approvals(f)
  Termination Agreement(g)
  Litigation(h)
  Other Documents(i)
  DirectorsSection 5.2
  Conditions to Obligations of ITI(a)
  Representations and Warranties(b)
  Compliance with Agreements and Conditions(c)
  Certificate(d)
  Opinions(e)
  Antitrust; Consents and Approvals(f)
  Termination Agreement(g)
  Litigation(h)
  Other Documents(i)
  Directors(j)
  Financing  ii 
   ARTICLE VI
  INDEMNIFICATIONSection 6.1
  Survival of Representations and Warranties.Section 6.2
  Indemnification.Section 6.3
  Indemnification Amounts.Section 6.4
  Indemnification Procedures.Section 6.5
  Non-Exclusive RemedySection 6.6
  Certain LimitationsARTICLE VII
  TERMINATION AND WAIVERSection 7.1
  Termination.ARTICLE VIII
  MISCELLANEOUSSection 8.1
  SeverabilitySection 8.2
  Specific EnforcementSection 8.3
  Entire AgreementSection 8.4
  CounterpartsSection 8.5
  NoticesSection 8.6
  Amendments; WaiversSection 8.7
  HeadingsSection 8.8
  Successors and AssignsSection 8.9
  Arbitration  iii 
   EXHIBITS1
  Definitions2
  Form of Termination Agreement3
  Form
  of Notarial Deed4
  Form of Certificate of Romano Fanconi,
  Corporate Secretary of ITI, pursuant to Section 5.1(c) of the Agreement5
  Form of Luxembourg Law Opinion of Elvinger
  Hoss & Prussen, pursuant to Section 5.1(d) of the Agreement6
  Form
  of U.S. Law Opinion of Heller Ehrman, pursuant to Section 5.1(d) of the
  Agreement7
  Form of Polish law opinion of Altheimer
  & Gray, pursuant to Section 5.1(d) of the Agreement8
  Form of Certificate of Erik T. Moe, General
  Counsel of SBS, pursuant to Section 5.2(c) of the Agreement9
  Form of Opinion of Arendt & Medernach,
  pursuant to Section 5.2(d) of the Agreement10
  Form
  of Opinion of Erik T. Moe, General Counsel of SBS, pursuant to
  Section 5.2(d) of the Agreement11
  TVN Annual Budget for Fiscal Year 200312
  TVN
  HYB Summary of Terms13
  Balance
  Sheet of Strateurop for the period ended June 30, 200314
  Form
  of Letter of J.P. Morgan, pursuant to Section 2.3(b) of the Agreement  iv 
   SHARE PURCHASE AGREEMENT  This SHARE PURCHASE AGREEMENT (the Agreement) is made and
entered into as of September 12, 2003, 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 B31996
and its registered office at 8-10, rue Mathias Hardt, L-1717, Luxembourg (SBS
and, together with ITI, the Parties and each, a Party).  WHEREAS, ITI, together with 3W Capital Investments S.A., a company
organized under the laws of Poland (3W), owns, directly or indirectly,
69.57% of the share capital of TVN Sp. z o.o., a company organized under the
laws of Poland (TVN), which conducts broadcasting and related
activities in Poland and is licensed by the Polish Broadcasting Council to
carry on such activities;  WHEREAS, SBS owns indirectly through its wholly owned subsidiary, SBS
Nederland B.V. (SBS Nederland), all of the 18,152 outstanding ordinary
shares, par value one Euro (EUR 1) per share, of Strateurop International B.V.,
a company organized under the laws of The Netherlands (such entity, Strateurop
and such shares, the Strateurop Shares), which entity acts solely as a
holding company for 200,200 common shares, par value PLN 100 per share, of TVN
(each a TVN Share and, together, the SBS TVN Shares), which
SBS TVN Shares at the date hereof represent 30.43% of the outstanding share
capital of TVN (the SBS TVN Interest);  WHEREAS, ITI wants to purchase from SBS all of the SBS TVN Shares
through the acquisition from SBS Nederland of all the Strateurop Shares in
exchange for 131,561,300 in cash (the Acquisition), subject to the
terms and conditions hereinafter provided;  WHEREAS, ITI intends to finance its purchase of the Strateurop Shares
through an offering by TVN, or a special purpose finance subsidiary of TVN, of
high yield notes to institutional investors (the HYB Offering) or,
failing successful completion of the HYB Offering and at ITIs discretion,
through an alternative financing arrangement capable of raising the ITI
Consideration, as defined below (the Alternative Financing).  ITI intends to procure that the proceeds of
the HYB Offering or the Alternative Financing are made available to ITI through
the appropriate contractual arrangements (the On-Funding Arrangements);
and  WHEREAS, in connection with the Acquisition, ITI and SBS want to
terminate on the Closing Date certain existing agreements between them relating
to TVN (the Termination and together with the Acquisition, the Transactions),
subject to the terms and conditions as hereinafter provided;  NOW, THEREFORE, in consideration of the premises and the mutual
covenants herein contained, and of other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the Parties hereby
agree as follows:  1 
   ARTICLE I  DEFINITIONS  Unless otherwise indicated, defined terms in this Agreement and in the
Exhibits to this Agreement have the meanings assigned to them in Exhibit 1 hereto.  ARTICLE II  PURCHASE AND
SALE OF STRATEUROP SHARES  Section 2.1Purchase and
Sale of Strateurop Shares. 
On the Closing Date:  (a)SBS
Consideration.  SBS shall
sell and transfer, or shall cause its applicable Subsidiary to sell and
transfer, to ITI Media Group N.V., a company organized under the laws of The
Netherlands Antilles (ITI Media), the Strateurop Shares (the SBS
Consideration).  (b)ITI
Consideration.  ITI shall
purchase, or shall cause its applicable Subsidiary to purchase, the Strateurop
Shares, and shall deliver, or shall cause its applicable Subsidiary to deliver,
Euros in cash to SBS Nederland in the amount of 131,561,300.  The cash to be paid pursuant to this Section 2.1(b) shall be paid
by or on behalf of ITI to SBS Nederland by wire transfer of Euros in
immediately available funds to an account or accounts to be designated in
writing by SBS (such account or accounts to be designated not less than two
Business Days prior to the Closing Date) (the ITI Consideration).  Notwithstanding the foregoing, SBS shall
have the right to direct delivery of any of the ITI Consideration to any member
of the SBS Group; provided that, ITI and its Subsidiaries shall have received
written notice not less than two Business Days prior to the Closing Date with
respect thereto.  Section 2.2Closing.  (a)Obligations of the
Parties at Closing.  The
closing of the Transactions shall occur on the first Business Day nominated by
either Party on which all of the conditions precedent to the obligations of the
Parties set forth in this Agreement have been satisfied or waived (the Closing),
it being understood that the first intention of the Parties is that the Closing
occur no later than the date of closing of the HYB Offering (the HYB
Closing Date) or, failing that, as soon as reasonably practicable
thereafter.  The Closing shall take
place at either the offices of Sullivan & Cromwell LLP, 1 New Fetter Lane,
London EC4A 1AN, England or such other location as may be agreed by the
Parties.  The date on which the Closing
shall occur is referred to herein as the Closing Date.  At the Closing:  2 
   (A)Payment
and Delivery of the SBS Consideration. 
SBS shall deliver the SBS Consideration in accordance with
Section 2.1(a) herein, and in connection therewith, SBS shall
(i) cause SBS Nederland to sell and transfer to ITI Media the Strateurop
Shares, which sale and transfer shall be effected by execution of a notarial
deed of purchase and transfer by SBS Nederland and ITI Media substantially in
the form attached as Exhibit 3 hereto in the presence of the Notary, and (ii) deliver
or cause to be delivered to ITI a copy of the shareholder register of
Strateurop, certified by the Notary, showing that the transfer of the
Strateurop Shares to ITI Media has been validly recorded in such shareholders
register of Strateurop, and  (B)Payment
and Delivery of the ITI Consideration. 
ITI shall deliver the ITI Consideration in accordance with
Section 2.1(b) herein.  (b)Simultaneous
Closing.  Each of the Parties
hereto will use its best efforts to ensure that the Closing will occur on the
date of the closing of the HYB Offering. 
ITI agrees that the first use of the proceeds of the HYB Offering shall
be to pay the ITI Consideration to SBS and ITI shall cause TVN or the relevant
TVN Subsidiary to deliver irrevocable instructions to the lead underwriters of
the HYB Offering to pay on the HYB Closing Date or as soon as practicable
thereafter the ITI Consideration on ITIs behalf to SBS in accordance with
Section 2.1(b) herein.  Section 2.3Obligations
in connection with the HYB Offering or any Alternative Financing.  (a)Best Efforts
Obligationto Consummate the HYB Offering.  ITI shall agree to use its best efforts to
cause TVN to close the HYB Offering (provided it raises proceeds of at least
U.S. $200,000,000) as soon as practicably possible following the date hereof;
provided that ITI shall not be under any obligation to cause TVN to close the
HYB Offering and to close the Transactions if one or more events occur
following the date of this Agreement that, individually or in the aggregate,
are so material and adverse that ITI concludes, based on the advice of J.P.
Morgan Securities Ltd. (J.P. Morgan) and after consultation with SBS
and Morgan Stanley & Co. Ltd. (Morgan Stanley), that it is
impracticable or inadvisable for ITI to proceed with the HYB Offering.  (b)Approvalof TVN Supervisory Board. 
SBS agrees that the consent of the members of the TVN Supervisory Board
appointed by SBS and the consent of SBS as a shareholder of TVN to the approval
of the HYB Offering as described in the preliminary offering memorandum to be
used in connection with the HYB Offering (the Preliminary Offering
Memorandum) immediately prior to the date of the Preliminary Offering
Memorandum shall not be unreasonably withheld provided that (i) the proposed
HYB Offering shall be substantially on the terms and conditions set forth in
Exhibit 12 hereto, (ii) the shareholders of TVN shall have received from J.P.
Morgan a letter addressed to them substantially in the form set out in Exhibit
14 hereto and (iii) each of the conditions  3 
   precedent specifically identified in Sections 5.1 and 5.2 as to be
satisfied or waived prior to or at the date on which the TVN Supervisory Board
approves the HYB Offering (the Approval Date), shall be satisfied or
waived prior to such date.  (c)Participationin HYB Offering Preparation.  ITI
agrees to procure that, prior to the approval of the HYB Offering, (i) SBS
shall be provided with all documentation relating to the HYB Offering reasonably
requested by it, including copies of investor presentations, presentations,
financial projections and rating agency materials, (ii) SBS shall have
reasonable access to the management of TVN to address any comments or concerns
relating to the HYB Offering documentation or offer process, (iii) SBS shall
promptly be provided with drafts of the offering document as they become
available, shall be given the opportunity to comment on such offering document
and such comments shall be resolved to its reasonable satisfaction, and (iv)
SBS shall be provided the final agreed drafts, initialized for purposes of
identification, of (A) all comfort letters from TVN independent accountants
relating to the financial information included in the final offering memorandum
to be used in connection with the HYB Offering (the HYB Offering Memorandum)
and (B) all legal opinions from TVN legal counsel covering, among other things,
the absence of any material misstatement or omission in the HYB Offering
Memorandum, in the form in which those letters and opinions are to be delivered
to the HYB Offering underwriters (except that the comfort letters relating to
the United States portion of the offering may be limited to an agreed
procedures assurance pursuant to SAS 76) and addressed to all members of the
TVN Supervisory Board, who shall be entitled to rely on them (and ITI shall
procure that such comfort letters and opinions shall be delivered to the
members of the TVN Supervisory Board at the same date as to the underwriters
for the HYB Offering).  (d)AlternativeFinancing.  In the event that,
notwithstanding ITIs best efforts in accordance with Section 2.3(a)
hereunder, the HYB Offering can not be completed, ITI agrees, in the event that
such Alternative Financing involves TVN or a Subsidiary of TVN, to (i) consult
with SBS regarding such Alternative Financing, and (ii) to provide SBS in
advance of use with a copy of all materials to be provided to rating agencies,
investment banks or prospective investors in connection with such Alternative
Financing.  For the avoidance of doubt
any pledge or sale of TVN shares to a bank or other financial institution for
purposes of an arms length financing or refinancing by ITI shall not constitute
an Alternative Financing for the purposes of triggering the provisions of this
Section 2.3(d).  (e)Obligationto Escrow Certain HYB Offering Proceeds. 
If despite the best efforts of both parties it is not practicable to
effect the Transactions on the HYB Closing Date, the Parties shall enter into
an escrow agreement, in a form reasonably satisfactory to each of SBS and ITI
(the HYB Escrow Agreement), with J.P. Morgan as escrow agent pursuant
to which:  (i) prior to the HYB Closing
Date, ITI shall open a new account with the escrow agent or one of its
affiliates (such account, the ITI Bank Account) and shall cause TVN or
the relevant TVN subsidiary to deliver irrevocable instructions to the lead
underwriters of the HYB Offering to pay by wire transfer of immediately
available  4 
   funds to the ITI Bank Account on behalf of ITI an amount in Euros equal
to the ITI Consideration from the net proceeds raised in the HYB Offering (and
the first use of any proceeds of the HYB Offering shall be for such purpose)
(the Escrowed HYB Proceeds), (ii) prior to the HYB Closing Date, ITI
shall deliver irrevocable instructions to the escrow agent to transfer, or
cause to be transferred, immediately following the HYB Closing Date, the
Escrowed HYB Proceeds, together with any interest earned thereon (such proceeds
and such interest, the Escrowed Property), by wire transfer of
immediately available funds or book entry to an interest-bearing escrow account
maintained by the escrow agent (the Escrow Bank Account) for the
benefit of SBS and (iii) on the Closing Date ITI and SBS shall instruct the
escrow agent to deliver the Escrowed Property to SBS Nederland provided that if
the Closing has not occurred prior to the date of termination of this
Agreement, then (A) ITI shall cause the On-Funding Arrangements to be unwound
to the extent they relate to the Escrowed Property and the Escrowed Property to
be delivered to TVN, (B) ITI, SBS and TVN shall engage in discussions to arrive
at a mutually agreeable decision as to the application of the Escrowed HYB
Proceeds, having due regard for the fact that the HYB Offering was marketed on
the basis that it was to be used to fund the Acquisition and (C) ITI agrees to
cause TVN not to use the Escrowed Property until such mutually agreeable
decision has been reached.  Section 2.4SBS
Participation in Subsequent Transfer of TVN.  (a)In
the event that following the Closing, ITI or any of its Subsidiaries effects a
Transfer (as defined below) within 12 months of the Closing Date, then ITI
shall pay to SBS following such Transfer an amount equal to the Premium (if
any) (as defined below) associated with such Transfer, as set out in Sections
2.4(e) through (i) below, provided that the Premium shall be payable by ITI in
the same form (e.g. cash,
securities or other assets) as the Transfer Consideration (as defined below) is
received by ITI, and in the same proportions (e.g.if the Transfer Consideration received by ITI is 70% cash and 30%
shares, the Premium shall be payable 70% in cash and 30% in such shares).  (b)The
Premium for purposes of this Section 2.4 associated with a
Transfer shall be an amount in U.S. dollars (or other appropriate form,
pursuant to the operation of Section 2.4(a)) equal to 50% (in the event of
a Transfer pursuant to Section 2.4 (d)(i)) and 100% (in the event of a
Transfer pursuant to Section 2.4 (d)(ii)) of:  Transfer Consideration
  
  less
  
  Euro 142,208,847% Interest Transferred
  
  
  
  30.43%  multiplied by 30.43%  where the % Interest Transferred is equal
to the percentage amount of ownership interest in TVN transferred provided that
the amount of Premium payable shall not exceed a total amount of US$ 25,000,000
in any circumstances.  5 
   (c)For
purposes of this Section 2.4, the aggregate consideration (the Transfer
Consideration) associated with a Transfer for the purpose of calculating
the Premium (if any) shall be:  (i) in the case of the Transfer of shares, the amount equal to (x) the
total consideration (whether in cash, securities or other assets or value
including without limitation contractual rights) paid or to be paid for such
shares by the acquiring Person (including amounts paid or to be paid by holders
of options, warrants and convertible securities and any payments related to any
non-competition or other related agreements entered into in connection with
such Transfer) ascribable to the business of TVN as at the Closing Date as
described in the Preliminary Offering Memorandum (the TVN Base Business))
plus (y) the amount of any indebtedness assumed by the acquiring Person
or any of its Affiliates in relation to the TVN Base Business plus (z)
if such transfer resulted in the beneficial ownership by the Person acquiring
such shares, together with such Persons Affiliates, of all of the voting
securities of the Person that issued such shares, the amount of any
indebtedness as set forth on the most recent consolidated balance sheet of TVN
(or a pro rata amount of such indebtedness based on the percentage ownership
interest being Transferred if less than all the TVN Shares are being directly
or indirectly Transferred), and  (ii) in the case of a Transfer of a business or other assets, the
amount equal to (x) total consideration paid for such business or other assets
which are part of the TVN Base Business, plus (y) the amount of any
indebtedness assumed by the acquiring Person or any of its Affiliates in
relation only to elements of the Base Business transferred;  provided that, in each case set forth in clauses (c)(i) and (ii) above,
ITI shall be required to pay any Premium to SBS only upon the date of receipt
of the Transfer Consideration by ITI or any of its Subsidiaries (and if the
Transfer Consideration is received by ITI in installments, the Premium shall be
paid to SBS pro-rata as those installments are received by ITI).  (d)Transfer
for the purposes of this Section 2.4 means any transfer, sale, assignment
or other disposal (including, without limitation, a transfer by operation of
law such as through a merger or consolidation involving TVN or any of its
Subsidiaries, or a grant or issuance of an option, warrant, convertible
security or similar instrument or right or interest to receive a share of the
profits of TVN or any of its Subsidiaries), or series of transfers, sales,
assignments or disposals of either (i) to a single purchaser, its Affiliates or
Persons acting in concert with such purchaser and its Affiliates, shares in TVN
or in direct, or indirect shareholders of TVN representing more than 25% but
not more than 50% of the then outstanding TVN equity interest (or real,
personal or intellectual property or contractual rights of TVN or its
Subsidiaries representing more than 25% but not more than 50% of the TVN Base
Business), without any transfer of management control in TVN (such management
control being the right to appoint a majority of the members of the TVN
Management Board) to a third party purchaser or (ii) shares in TVN or in direct
or indirect shareholders of TVN representing more than 50% of the then
outstanding TVN equity interest or real, personal or intellectual property or
contractual rights of TVN or its Subsidiaries representing more than 50% of the
TVN Base Business (or the sale of  6 
   a lesser interest in TVN, where, in connection with such sale through
contractual provisions or otherwise, the transferee acquires the right to
appoint a majority of the members of the TVN Management Board) to a third party
purchaser, in each case set forth in clauses (d)(i) and (ii) above, if the
ultimate parent company or controlling shareholders of such third party
purchaser have their principal headquarters of activities based outside the
jurisdiction of Poland; provided that for all purposes of this
Section 2.4(d) none of (w) assignment by way of security or grant or issue
of an option, warrant instrument, convertible security or similar instrument or
right or interest to receive a share of the profits of TVN or any of its
Subsidiaries to a bank or other financial institution for purposes of an arms
length financing or re-financing, (x) internal transfer or reorganization
within the ITI Group, (y) initial public offering of some or all of the shares
of TVN or any member of the group of companies to which TVN belongs shall, in
themselves, constitute a Transfer. 
During the 12 months following the Closing Date, upon the transfer of
any real, personal or intellectual property or contractual rights worth in excess
of Euro 10 million on a cumulative basis which are part of the TVN Base
Business, if ITI believes that such transfer is not a Transfer for the purpose
of this Section 2.4 (d), it shall so notify SBS indicating what real,
personal or intellectual property or contractual rights have been transferred.
If SBS, by notice given to ITI within 20 days of receipt of the first notice
named above, disagrees with ITIs conclusion and believes that such transfer is
a Transfer, then an independent expert shall be appointed following the
procedures set out in Section 2.4 (h) below and such independent expert
shall provide a determination.  The fees
and disbursements of the independent expert shall be paid by ITI if the
independent expert determines that the transfer is a Transfer, and by SBS
otherwise.  (e)ITI
shall, within five (5) days of the occurrence of a Transfer, inform SBS of the
identity of the purchaser, the Transfer Consideration and ITIs calculation of
the Premium, if any, payable, prepared in good faith by ITI (the TVN
Valuation Statement).  In the event
that SBS agrees with the amount of the Premium as set out in the TVN Valuation
Statement, ITI shall pay the cash element of the Premium to SBS within five (5)
days of being notified in writing of such agreement and any non-cash element as
soon as possible thereafter.  The
foregoing notwithstanding, ITI shall only be obligated to pay SBS a Premium at
such time as and to the extent that it receives from the purchaser of the TVN
shares so Transferred the consideration for such purchase.  (f)SBS
shall have thirty (30) days from the date of receipt of the TVN Valuation
Statement to complete its review of the calculation of the Premium.  In the event that SBS disputes the amount of
the Premium then SBS shall so inform ITI in writing on or before the last day
of such thirty-day period (such notice being an SBS Objection),
setting forth the basis on which SBS so objects.  ITI shall cooperate in responding to questions and requests for
information submitted by SBS pursuant to this Section 2.4(f) in connection
with any TVN Valuation Statement and shall, with reasonable prior notice,
provide SBS with access to all books and records used in calculation of the
Premium.  If no SBS Objection is
received within such 30 day period, SBS shall be deemed to have accepted
calculation of the Premium as set out in the TVN Valuation Statement.  7 
   (g)In
the event SBS delivers a SBS Objection to ITI, ITI shall have ten (10) Business
Days to review and respond to the SBS Objection and SBS and ITI shall
thereafter meet to attempt to agree the amount of the Premium (if any) within
ten (10) Business Days following the completion of ITIs review of the SBS
Objection.  (h)If
SBS and ITI are unable to agree the Premium within such ten-day period, they
shall refer the matter to a mutually agreed third party (whether a firm of
accountants, investment bank or other person having recognized expertise and
capabilities in the valuation of business organizations), and in the absence of
such agreement either party may refer the matter to the Dean of the London
Business School to nominate an appropriate third party (whether a firm of
accountants, investment bank or other person having recognized expertise and
capabilities in the valuation of business organizations) (the Independent
Expert).  The Independent Expert
shall, acting as an expert and not as an arbitrator, determine in accordance
with this Section 2.4 and the definitions set forth herein the amount (if
any) payable as a Premium.  The
Independent Expert shall be instructed to deliver its written determination (a
Final Determination) to ITI and SBS no later than twenty (20) days
after the date of referral of the remaining differences to the Independent
Expert.  A draft of the Final
Determination shall be provided to each of SBS and ITI for comment no later
than three (3) Business Days prior to the date it is to be delivered.  The Final Determination shall include a
certification that it reached such determination in accordance with this
Section 2.4 and the amount of Premium determined shall be final and
binding upon ITI and SBS; provided that, to the extent that any amount of
Premium in the Final Determination is (x) greater than the greatest amount
initially claimed by either SBS or ITI under this Section 2.4 the final
amount shall be equal to the greater of the two amounts initially claimed by
SBS and ITI or (y) lower than the lowest amount initially claimed by either SBS
or ITI under this Section 2.4, the final amount shall be equal to the
lower of the two amounts initially claimed by SBS and ITI.  The foregoing notwithstanding and for the
avoidance of doubt, in no event can the amount of the Premium as finally
determined through the Independent Expert be in excess of U.S. $25,000,000.  The fees and disbursements of the
Independent Expert shall be equally allocated between ITI and SBS, unless the
calculation of the Premium pursuant to the Final Determination is (i) at least
U.S. $1,000,000 greater than the calculation of the Premium pursuant to the TVN
Valuation Statement, in which case, ITI shall pay such fees and disbursements,
or (ii) at least U.S. $1,000,000 less than the calculation of the Premium
pursuant to the TVN Valuation Statement, in which case, SBS shall pay such fees
and disbursements.  ITI and SBS shall
make readily available to the Independent Expert all relevant books and records
within their respective control (including without limitation as they relate to
any of their respective Subsidiaries or TVN) relating to calculation of the
amount of Premium and all other items reasonably requested by the Independent
Expert related to the foregoing items.  (i)Except
as expressly provided in Section 2.4(h) above, each Party shall pay all
costs and expenses (including any costs or expenses of legal or accounting
advisors) it incurs pursuant to this Section 2.4.  8 
   Section 2.5Termination
of the Call Option Agreement.  Each
Party hereby agrees that effective the day hereof, the Call Option Agreement is
hereby terminated and shall be of no further force or effect, and,
notwithstanding anything to the contrary in the Call Option Agreement, any
liabilities or obligations outstanding prior to the date hereof under or
arising out of the Call Option Agreement shall be deemed to be fully
extinguished and any amounts owing from one Party to any other Party on or
prior to the date hereof under or arising out of the Call Option Agreement
shall be deemed to have been fully satisfied. 
Each Party to the Call Option Agreement hereby
irrevocably and unconditionally waives any and all rights of such Party under
or arising out of the Call Option Agreement.  Section 2.6Guarantee
of Performance by Respective Subsidiaries. 
Each of ITI and SBS agrees to cause its respective Subsidiaries, as the
case may be, subject to the terms and conditions set forth in this Agreement
and the Termination Agreement, to perform all of their respective obligations
under this Agreement and the Termination 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; provided, however, that any representations and
warranties made as of a specific date shall only be made as of such date:  (a)Organization,
Good Standing and Qualification. 
Each of the SBS Parties (including, without limitation, SBS Nederland
and Strateurop) is a corporation duly organized, validly existing and in good
standing  (if applicable) under the laws
of its respective jurisdiction of organization and has all requisite corporate
or similar power and authority to own and operate its properties and assets and
to carry on its business as presently conducted and is qualified to do business
and is in good standing as a foreign corporation in each jurisdiction where the
ownership or operation of its assets or properties or conduct of its business
requires such qualification, except where the failure to be so organized,
qualified or in good standing, or to have such power or authority when taken
together with all other such failures, could not reasonably be expected to have
a Material Adverse Effect or to prevent, materially delay or materially impair
the ability of any of the SBS Parties to consummate the transactions
contemplated by this Agreement and the Termination Agreement.  (b)Strateuropand the SBS TVN Shares.  Strateurop
is a wholly-owned direct Subsidiary of SBS Nederland.  SBS Nederland is a wholly-owned direct Subsidiary of SBS.  As of the date of this Agreement, Strateurop
is the legal and beneficial owner of the SBS TVN Shares, each of which is owned
by Strateurop free and clear of any lien, pledge, security interest, claim or
other encumbrance (other than any such encumbrance arising as a result of
events or circumstances occurring prior to the acquisition by SBS of  9 
   the Strateurop Shares and the indirect acquisition of the SBS TVN
Shares pursuant to the Prior Transaction). 
Since the date of the acquisition of the Strateurop Shares by SBS, the
only activity or business conducted by Strateurop has been (i) to hold the SBS
TVN Shares and (ii) to perform its obligations under the Investment Agreement
and the Relationship Agreement and to exercise its rights thereunder.  The authorized share capital of Strateurop
consists of 90,760 shares, of which 18,152 Strateurop Shares have been issued
and are outstanding.  All of the
outstanding Strateurop Shares have been duly authorized and are validly issued,
fully paid and nonassessable.  Except as
set forth in this Agreement, the Investment Agreement, the Relationship
Agreement and the Call Option Agreement, there are no preemptive or other
outstanding rights, options, warrants, conversion rights, stock appreciation
rights, redemption rights, repurchase rights, agreements, arrangements, calls,
commitments or rights of any kind that obligate SBS or any of its Subsidiaries
to issue, deliver or sell any Strateurop Shares or SBS TVN Shares or any
securities or obligations convertible or exchangeable into or exercisable for,
or giving any Person a right to subscribe for, demand delivery of or acquire,
any Strateurop Shares or SBS TVN Shares, and no securities or obligations
evidencing such rights are authorized, issued or outstanding.  Strateurop does not have outstanding any
bonds, debentures, notes or other obligations the holders of which have the
right to vote (or convertible into or exercisable for securities having the
right to vote) with its shareholders on any matter.  SBS Nederland is the legal and beneficial owner of all
outstanding Strateurop Shares, free and clear of any lien, pledge, security
interest, claims or other encumbrance. 
SBS Nederland is not a party to any other agreement, and no such option,
right or agreement exists, except as provided in the Call Option Agreement,
that requires, or that may require upon the passage of time, the payment of
money or the occurrence of any other event, SBS Nederland to transfer any of
the Strateurop Shares, or Strateurop to transfer any of the SBS TVN Shares held
by it, to anyone other than the ITI Parties. 
Except as provided in the Call Option Agreement, Strateurop has no
liabilities or obligations of any kind except (x) for those obligations set
forth herein or in the Termination Agreement and (y) for taxes or liabilities
arising in respect of taxes of Strateurop, which taxes and liabilities are
allocated between the Parties in accordance with Section 4.7 of this
Agreement.  The balance sheet of
Strateurop as of June 30, 2003 provided by SBS to ITI and attached as
Exhibit 13 hereto fairly presents the financial position of Strateurop as of
June 30, 2003 in accordance with IAS. There shall be no material adverse
change in the financial position of Strateurop at the Closing Date as compared
to the balance sheet as of June 30, 2003. As of the Closing Date, Strateurop
shall have no liabilities or obligations of any kind towards the SBS Group and
shall have no net liabilities (excluding for the purposes of the calculation of
net liabilities the value of the SBS TVN Shares).  Strateurop (i) has prepared in good faith and duly and timely
filed (taking into account any extension of time within which to file) all Tax
Returns required to be filed and all such filed Tax Returns are complete and
accurate in all material respects, (ii) has paid or made appropriate provisions
for payment of all Taxes that are required to be paid or which Strateurop is
obligated to withhold from amounts owing to any employee, creditor or third
party, except with respect to matters contested in good faith and (iii) has not
waived any statute of limitations with respect to Taxes or agreed to any
extensions of time with respect to a Tax assessment or deficiency. As of the  10 
   date hereof, there are not pending or threatened in writing any audits,
examinations, investigations or other proceedings in respect of Taxes or Tax
matters relating to Strateurop.  There
are not unresolved questions or claims concerning Strateurops Tax liability
that could reasonably be expected to have a Material Adverse Effect.  SBS has made available to ITI true and
correct copies of the Tax Returns filed by Strateurop for each of the fiscal
years ended December 31, 2000, 2001 and 2002.  (c)CorporateAuthority.  Each of the SBS Parties
who is a party to such agreements has all requisite corporate power and
authority and has taken all corporate action necessary in order to execute,
deliver and perform its obligations under this Agreement and the Termination
Agreement, and each of the SBS Parties has all requisite corporate power and
authority and has taken all corporate action necessary to consummate the
transactions contemplated hereby and thereby, each of which shall be obtained
prior to the Approval Date except for the delivery of the fairness opinion as
set forth in Section 5.1(h).  This
Agreement is, and the Termination Agreement, when executed and delivered by the
applicable SBS Parties pursuant to Section 5.2(f) and made effective
according to the terms thereof, shall be, the valid and binding agreement of
the applicable SBS Party enforceable against such SBS Party in accordance with
its respective terms, subject to bankruptcy, insolvency, fraudulent transfer,
reorganization, moratorium and similar laws of general applicability relating
to or affecting creditors rights and to general equity principles.  (d)No
Violations.  The execution,
delivery and performance of this Agreement and the Termination Agreement by the
applicable SBS Parties does not, and the consummation by each of the SBS
Parties of the transactions contemplated hereby and thereby shall not,
constitute or result in (i) a breach or violation of, or a default under,
the articles of association or any other organizational documents of any member
of the SBS Group, (ii) a breach or violation of, a default under or the
acceleration of any obligations or the creation of a lien, pledge, security
interest or other encumbrance on the assets of any member of the SBS Group
(with or without notice, lapse of time or both) pursuant to, any Contract
binding upon any member of the SBS Group, any Law, or any other governmental or
non-governmental permit or license to which any member of the SBS Group is
subject, or (iii) any change in the rights or obligations of any party
under any Contract binding upon any member of the SBS Group, except, in the
case of clause (ii) or (iii) above, for any breach, violation, default,
acceleration, creation or change that, individually or in the aggregate, could
not reasonably be expected to have a Material Adverse Effect or to prevent,
materially delay or materially impair the ability of any of the SBS Parties to
consummate the transactions contemplated by this Agreement or the Termination
Agreement.  (e)Brokersand Finders.  None of SBS, its
Subsidiaries or its Affiliates nor any of their respective officers, directors
or employees, has employed any broker or finder or incurred any liability for
any brokerage fees, commissions or finders, fees in connection with the
transactions contemplated in this Agreement and the Termination Agreement except
for Morgan Stanley, whose fees shall be paid by SBS.  11 
   (f)No
OtherRepresentations or Warranties.  Except for the representations and
warranties contained in this Section 3.1, neither SBS nor any other Person
makes any other express or implied representation or warranty on behalf of the
SBS Group.  Section 3.2Representations
and Warranties of ITI.  ITI and,
limited to Section 3.2(c), (d) and (e) hereunder, TVN hereby make the
following representations and warranties to SBS as of the date hereof and as of
the Closing Date; provided, however, that any representations and warranties
made as of a specific date shall only be made as of such date:  (a)Organization,
Good Standing and Qualification. 
Each of the ITI Parties is a corporation duly organized and validly
existing and, if applicable, in good standing under the law of its respective
jurisdiction and has all requisite corporate or similar power and authority to
own and operate its properties and assets and to carry on its business as
presently conducted and is qualified to do business and is in good standing as
a foreign corporation in each jurisdiction where the ownership or operation of
its assets or properties or conduct of its business requires such
qualification, except where the failure to be so organized, qualified or in
such good standing, or to have such power or authority when taken together with
all other such failures, could not reasonably be expected to have a Material
Adverse Effect or to prevent, materially delay or materially impair the ability
of any of the ITI Parties to consummate the transactions contemplated by this
Agreement and the Termination Agreement.  (b)CorporateAuthority.  Each of the ITI Parties
who is a party to such agreements has all requisite corporate power and
authority and has taken all corporate action necessary in order to execute,
deliver and perform its obligations under this Agreement and the Termination
Agreement and to consummate the transactions contemplated hereby and thereby,
except for (i) the approval of the shareholders meeting of TVN and the TVN
Supervisory Board subject to SBSs consent rights and (ii) other approvals
needed from SBS under the Investment Agreement or TVNs articles of association
in connection with the HYB Offering or any Alternative Financing involving TVN
which shall be obtained prior to the HYB Closing Date or the closing date of
the Alternative Financing, as the case may be. 
This Agreement is, and the Termination Agreement, when executed and
delivered by the applicable ITI Parties pursuant to Section 5.1(f) and
made effective according to the terms thereof, shall be, the valid and binding
agreement of the applicable ITI Party enforceable against such ITI Party in
accordance with its respective terms, subject to bankruptcy, insolvency,
fraudulent transfer, reorganization, moratorium and similar laws of general
applicability relating to or affecting creditors rights and to general equity
principles.  (c)NoViolations.  The execution, delivery
and performance of this Agreement and the Termination Agreement, and the
consummation of the HYB Offering and the On-Funding Arrangements, by the
applicable ITI Parties does not, and the consummation by the ITI Parties of the
transactions contemplated hereby and thereby shall not, constitute or result in
(i) a breach or violation of, or a default under the articles of
association or any other organizational documents of any member of the ITI
Group or  12 
   TVN, (ii) a breach or violation of, a default under or the
acceleration of any obligations or the creation of a lien, pledge, security
interest or other encumbrance on the assets of any member of the ITI Group or
TVN (with or without notice, lapse of time or both) pursuant to any Contracts
binding upon any member of the ITI Group or TVN, any Law, or any other
governmental or non-governmental permit or license to which any member of the
ITI Group or TVN is subject, or (iii) any change in the rights or obligations
of any party under any of the Contracts binding upon any member of the ITI
Group or TVN (except for the waivers and consents under applicable Contracts
which should be obtained by TVN in connection with the HYB Offering or any
Alternative Financing involving TVN), except, in the case of clause
(ii) or (iii) above, for breach, violation, default, acceleration,
creation or change that, individually or in the aggregate, could not reasonably
be expected to have a Material Adverse Effect or to prevent, materially delay
or materially impair the ability of any of the ITI Parties to consummate the
transactions contemplated by this Agreement and the Termination Agreement.  (d)HYBOffering Memorandum.  The HYB
Offering Memorandum shall not as of its date and as of the HYB Closing Date,
contain any untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary to make the statements made
therein, in light of the circumstances in which they were made, not misleading.  (e)TVNFinancial Statements.  Each of the
consolidated balance sheets of TVN and its Subsidiaries included in or
incorporated by reference into the HYB Offering Memorandum (including the
related notes and schedules) fairly presents the consolidated financial
position of TVN and its Subsidiaries as of December 31, 2002 and
June 30, 2003, respectively, and each of the consolidated statements of
income and of changes in financial position of TVN and its Subsidiaries
included in or incorporated by reference into the HYB Offering Memorandum
(including any related notes and schedules) fairly presents the results of
operations, retained earnings and changes in financial position, as the case
may be, of TVN and its Subsidiaries for the periods set forth therein (subject,
in the case of unaudited statements, to notes and normal year-end audit
adjustments that shall not be material in amount or effect), in each case in
accordance with IAS consistently applied during the periods involved, except as
may be noted therein.  Except as
disclosed in the HYB Offering Memorandum, since June 30, 2003 there has
not been any change in the financial condition, properties, prospects, business
or results of operations of TVN and its Subsidiaries or any development or
combination of developments of which management of TVN has knowledge that,
individually or in the aggregate, has had or could reasonably be expected to
result in a Material Adverse Effect on TVN. 
ITI agrees that in the year 2004 it shall not cause TVN to pay any
dividends or make other distributions to its shareholders relating to the
earnings of TVN and its Subsidiaries for the year 2003.  (f)Investment.  The ITI Group is not acquiring the SBS TVN
Shares with a view to or for sale in connection with any distribution thereof
within the meaning of the U.S. Securities Act of 1933, as amended.  13 
   (g)No
OtherRepresentations or Warranties.  Except for the representations and
warranties contained in this Section 3.2, neither ITI nor any other Person
makes any other express or implied representation or warranty on behalf of the
ITI Group.  Failing completion of the
HYB Offering and in the event that ITI shall enter into any Alternative
Financing involving TVN or any of its Subsidiaries, ITI shall make to SBS the
representations and warranties set forth in Section 3.2(a), (b) and (c)
hereunder in respect of such Alternative Financing and, if any offering
document is used in connection with such Alternative Financing, the
representations and warranties set forth in Section 3.2(d) and (e)
hereunder in respect thereof.  ARTICLE IV  COVENANTS  Section 4.1Non
Compete.  SBS undertakes, whether directly or
indirectly, or as a directly or indirectly controlling shareholder (for example,
by having a right of veto), partner, agent, manager or otherwise that for a
period of one year from the Closing Date it will not (and its Affiliates will
not) own, operate, participate or engage in or provide services to
(collectively, engage in) any business that competes with the business of TVN
in Poland or engage in any activity specifically directed at the Polish market
which is contemplated in TVNs latest annual fiscal year budget attached as
Exhibit 11 hereto (including, without prejudice to the generality of the
foregoing the business of TVN 24 or any other thematic subscription channel) or
any Polish Internet Activities, without the prior written consent of ITI;
provided that the existence of the relationships, or the engagement in any transaction
or activities related thereto, including the possible acquisition by SBS,
directly or indirectly, of shares in Thema Film Sp. z oo., in accordance with
Section 6 of the Agreement, dated August 26, 2003, among ITI, SBS and
TVN, including with respect to certain loans extended by SBS to Polskie Media
S.A., shall in no event be deemed to constitute a breach or violation of this
Section 4.1 (provided always that any proceeds from the repayment of such
loans shall not be applied in a manner competitive to TVN as set out above);
and provided also that the acquisition by SBS of any securities pursuant to
Section 2.4 hereunder shall in no event be deemed to constitute a
violation of this Section 4.1; and provided further for the avoidance of doubt,
that this Section 4.1 shall not apply to any shareholder of SBS.  Section 4.2Standstill.  During the period of one year following the
Closing Date (the Standstill Period), the Parties agree that neither
ITI nor SBS shall: (i) obtain direct or indirect beneficial ownership, or cause
or permit any agent to obtain beneficial ownership on its behalf, of any Common
Shares or any other Voting Securities of the other Party, or any securities
convertible into or exchangeable for Common Shares or such Voting Securities of
the other Party; or (ii) take any action intended to result in the direct or
indirect beneficial ownership by it, or by any agent on its behalf, of any
Common Shares or other Voting Securities of the other Party, or any securities
convertible into or exchangeable for Common Shares or such Voting Securities of
the other Party (provided always that this Section 4.2 shall not operate
to prevent either Party or its Subsidiaries (as appropriate) from exercising
any right of pre-emption relating  14 
   to Common
Shares or other Voting Securities of the other Party which are held on the
Closing Date, and each Party acknowledges that the other Party may be holding
Common Shares in its outstanding share capital prior to the Closing Date).  The provisions set forth in this Section 4.2 shall terminate
immediately with respect to a Party (the Released Party) if (i) a
tender or exchange offer is made by any Person or Group (as defined below) to
acquire Common Shares or other Voting Securities of the other Party (the Subject
Party) that, if added to the Voting Securities of such Subject Party (if
any) already owned by such Person or Group, would represent more than 50% of
the total combined voting power of all Voting Securities of the Subject Party
then outstanding (exclusive of treasury Voting Securities held by such Party)
(the Threshold Amount); or(ii) if the Subject Party, directly or
indirectly, encourages, solicits, initiates or participates in any way in
discussions or negotiations with, or provides any information to, or otherwise
takes any action to assist or facilitate any Person or group concerning any
Acquisition Proposal (as defined below) or the possible making of an
Acquisition Proposal. provided that the Released Party did not
participate in, facilitate, propose, initiate, encourage or act in concert with
such tender or exchange offer or acquisition in any way.  As used herein, the term Group
shall mean a group of persons formed for the purpose of acquiring, holding,
voting or disposing of Voting Securities and/or Acquisition Rights of either
Party.  For the purposes of this Section 4.2, Acquisition
Proposal means any offer or proposal made by a Person or group, at any
time which is structured to permit such Person or group to acquire beneficial
ownership of 50% of the consolidated assets of, or at least the Threshold
Amount in the Subject Party pursuant to any transaction or series of related
transactions.  Section 4.3Cooperation.  (a)Best
EffortsObligation to Consummate the Transactions.  ITI and SBS shall cooperate with each other
and use (and shall cause their respective Subsidiaries to use) their respective
best efforts to fulfill the conditions precedent to the obligations of each of
the Parties hereunder and to take or cause to be taken all actions, and do or
cause to be done all things, necessary, proper or advisable on their respective
parts under this Agreement and applicable Laws to consummate the transactions
contemplated by this Agreement as soon as practicable and concurrently with the
closing of the HYB Offering, including preparing and filing as promptly as
practicable all documentation to effect all necessary notices, reports and
other filings and to obtain as promptly as practicable all consents,
registrations, approvals, permits and authorizations necessary or advisable to
be obtained from any third party and/or any Governmental Entity in order to
consummate the transactions contemplated by this Agreement, and neither ITI nor
SBS shall take any action, or permit any of their respective Subsidiaries to
take any action, that is inconsistent with their respective obligations
hereunder or under the obligations set forth in the Termination Agreement.  (b)Further
Assurances.  At any time after
the Closing Date, ITI and SBS shall, and shall cause their respective
Subsidiaries to, promptly execute, acknowledge and deliver any other assurances
or documents reasonably requested by ITI or SBS, or their  15 
   respective Subsidiaries, as the case may be, and necessary for ITI or
SBS, as the case may be, to satisfy their respective obligations hereunder or
obtain the benefits expressly contemplated hereby.  (c)Right
of SBSto Prior Review of Disclosures to Third Parties;
Obligation of ITI to Keep SBS Apprised of Certain Matters.  Subject to Section 4.5 below and
applicable Laws relating to the exchange of information, SBS shall have the
right to review in advance, and ITI shall consult SBS on, all the information,
and only such information, relating to the transactions contemplated by this
Agreement and the Termination Agreement, that appears in any filing made with,
or written materials submitted to, any third party and/or any Governmental
Entity in connection with the transactions contemplated by this Agreement or
the Termination Agreement including any Alternative Financing involving
TVN.  In exercising the foregoing right,
SBS shall act reasonably and as promptly as practicable.  ITI shall keep SBS apprised of the status of
matters relating to completion of the transactions contemplated hereby,
including promptly furnishing SBS with copies of notices or other
communications received by any members of the ITI Group or TVN, as the case may
be, from any third party and/or any Governmental Entity with respect to the
transactions contemplated by this Agreement or the Termination Agreement
including any Alternative Financing that involves TVN or any of its
Subsidiaries.  ITI shall provide to SBS
copies of all financial projections, presentations and other materials provided
by ITI, TVN or any TVN Subsidiary to the underwriters, rating agencies or
investors in connection with any Alternative Financing involving TVN.  Section 4.4Fees
and Expenses.  (a)Transactions
Consummated.  In the event
that the Closing occurs prior to the Final Termination Date and except as may
otherwise be specifically provided in this Agreement, each Party shall pay the
fees and expenses of its counsel, accountants, investment bankers, brokers,
finders and other advisors and all other expenses incurred by such Party
incident to the negotiation, preparation, execution, delivery and performance
of this Agreement and the consummation of the transactions contemplated hereby.  (b)Transactions Not
Consummated.  In the event
that Closing does not occur prior to the Final Termination Date or this
Agreement is terminated pursuant to Section 7.1(a)(i), (iii), (iv) or (v)
hereof, ITI shall reimburse (i) SBS for the fees and expenses of its legal counsel
and all other expenses incurred by SBS incident to the negotiation,
preparation, execution, delivery and performance of this Agreement and the
consummation of the transactions contemplated hereby (up to a maximum amount of
U.S.$750,000) and (ii) TVN for the fees and expenses of its legal counsel,
accountants, investment bankers, brokers, finders and other advisors and all
other expenses and costs incurred by TVN incident to the preparation and
execution of the HYB Offering or the Alternative Financing and the On-Funding
Arrangements; provided that, in each case set forth in clauses (b)(i) and (ii),
ITI shall not be liable for any such fees and expenses to the  16 
   extent that the transactions contemplated by this Agreement and the
Termination Agreement are not consummated as a result of a material breach of
this Agreement by SBS.  The Parties
acknowledge that TVN is an intended third party beneficiary in respect of this
Section 4.4(b)(ii).  Section 4.5Publicity.  (a)GeneralObligation to Keep Certain Information Confidential.  The Parties agree that this Agreement, the
transactions contemplated hereby and their discussions pursuant herewith are to
be held in confidence and neither Party shall disclose such confidential
information other than (i) to the extent made public prior to the date hereof
or made public consistent with the terms hereof, (ii) to each Partys
outside legal, accounting and financial advisors who have undertaken to keep
such information confidential, (iii) as mutually agreed by the Parties or
(iv) where required by applicable Law or stock exchange rules or
regulations.  (b)PressRelease and other Public Statements; Disclosures to Certain Third-Parties.  Except as required by applicable Law or
stock exchange rules or regulations, the Parties further agree not to issue any
press release, hold any press conference, make any public announcement or
submit (confidentially or otherwise) any disclosure document to, any
governmental authority or stock exchange, related to this Agreement or the
transactions contemplated hereby, unless and until such press release, press
conference or other public announcement is approved in advance by both Parties
(which approval shall not be unreasonably withheld or delayed).  Section 4.6Delivery
by ITI of Certain Documents; Retention of Books and Records.  (a)Obligationof ITI to Deliver Certain Documents. 
ITI agrees promptly to deliver to SBS and its employees, advisors and
representatives, at their reasonable request, all documents reasonably
necessary in order for Morgan Stanley or another investment banking firm of
international standing selected by SBS to deliver the Fairness Opinions.  (b)Retentionof Books and Records.  After the
relevant date of transfer of the Strateurop Shares to ITI, ITI shall cause
Strateurop to retain, for a period of two years (or, if longer, such other
period as may be required by applicable Law), all books, records and other
documents pertaining to Strateurop in existence on such date that are required
to be retained under applicable Law and to make the same available after such
date for inspection and copying by SBS or its employees, representatives or
agents, during regular business hours and upon reasonable request and upon reasonable
advance notice.  Section 4.7Taxes.  (a)Taxesof Strateurop Payable Prior to the Closing Date.  Subject to clause (b) below, any Taxes or liabilities payable in
respect of the activities of Strateurop in the  17 
   period between July 26, 2000 and the Closing Date shall be for the
account of and payable by SBS and its Subsidiaries.  (b)Taxes
Arisingin Connection with the Transfer of the Strateurop Shares.  (i)ITI
shall be solely responsible for:  (1)any
Taxes or liabilities payable as a result of the delivery of the ITI
Consideration to SBS or the purchase of the Strateurop Shares (or the indirect
purchase of the SBS TVN Shares) (subject always to the operation of
Section 4.7(b)(ii) below), and  (2)any
stamp, registration, transfer or similar Taxes on the sale and transfer to ITI
of the Strateurop Shares (or the indirect purchase of the SBS TVN Shares)
(subject always to the operation of Section 4.7(b)(ii) below).  (ii)SBS
shall be solely responsible for any income or capital gain Taxes levied for the
account of any member of the SBS Group or liabilities arising in respect of
such income or capital gain taxes payable as the result of the receipt of the
ITI Consideration, the sale and transfer of the Strateurop Shares (or the
indirect sale of the SBS TVN Shares). 
(For the avoidance of doubt, for the purpose of this
Section 4.7(b)(ii), Strateurop is excepted from the SBS Group.)  (c)Taxes
of StrateuropArising After the Closing Date.  (i)(A) The
ITI Group shall be solely responsible for any Taxes of Strateurop payable in
respect of the activities or transactions of Strateurop prior to July 26,
2000 or activities after the Closing Date, the Taxes payable in connection with
the HYB Offering, any Alternative Financing and the On-Funding Arrangements and
(B) after the Closing Date ITI shall file or cause to be filed when due
all Tax Returns that are required to be filed by or with respect to Strateurop
for taxable years or periods ending after the Closing Date and shall remit any
Taxes due in respect of such Tax Returns. 
SBS shall pay to ITI the Taxes for which SBS is liable pursuant to
clause (A) or (B) above but which are payable with Tax Returns to be filed by any
member of the ITI Group pursuant to the previous sentence within 10 days prior
to the due date for the filing of such Tax Returns.  (ii)ITI
shall promptly notify SBS in writing upon receipt by ITI, any of its
Subsidiaries or Strateurop of notice of any pending or threatened federal,
state, provincial, local or foreign, income or franchise tax audits or
assessments which may materially affect the tax liabilities of Strateurop for
which SBS would be required to indemnify ITI pursuant to Article VI.  To the extent permitted by applicable Law,
SBS shall have the sole right to represent Strateurops interests in any tax
audit or administrative or court proceeding relating to taxable periods ending
on or before the Closing Date, and to employ counsel of its choice at its
expense.  Notwithstanding the foregoing,
SBS shall not be entitled to settle, either administratively or after the
commencement of litigation, any claim for Taxes which would adversely affect
the  18 
   liability for Taxes of ITI or Strateurop for any period after the
Closing Date to any extent (including, but not limited to, the imposition of
income tax deficiencies, the reduction of asset basis or cost adjustments, the
lengthening of any amortization or depreciation periods, the denial of
amortization or depreciation deductions, or the reduction of loss or credit
carryforwards) without the prior written consent of ITI.  Such consent shall not be unreasonably
withheld, and shall not be necessary to the extent that SBS has indemnified ITI
against the effects of any such settlement.  (iii)SBS
shall be entitled to participate at its expense in the defense of any claim for
Taxes for a year or period ending after the Closing Date which may be the
subject of indemnification by SBS pursuant to Article VI and, with the
written consent of ITI, and at SBSs sole expense, and to the extent permitted
by law, may assume the entire defense of such tax claim.  Neither ITI nor any of its Subsidiaries may
agree to settle any tax claim for the portion of the year or period ending on
the Closing Date which may be the subject of indemnification by SBS pursuant to
Article VI without the prior written consent of SBS, which consent shall
not be unreasonably withheld or delayed.  (iv)After
the Closing Date, each of SBS and ITI shall:  (1)assist
(and cause their respective Subsidiaries to assist) the other Party in
preparing any Tax Returns or reports which such other Party is responsible for
preparing and filing in accordance with this Section 4.7(c);  (2)cooperate
fully in preparing for any audits of, or disputes with taxing authorities
regarding, any Tax Returns of Strateurop;  (3)make
available to the other and to any taxing authority as reasonably requested all
information, records, and documents relating to Taxes of Strateurop;  (4)provide
timely notice to the other in writing of any pending or threatened tax audits
or assessments of Strateurop for taxable periods for which the other may have a
liability under this Section 4.7(c), provided, that failure to comply with
this provision shall not affect the other Partys rights to indemnification
hereunder; and  (5)furnish
the other with copies of all correspondence received from any taxing authority
in connection with any tax audit or information request with respect to any
such taxable period.  19 
   ARTICLE V  CONDITIONS  Section 5.1Conditions
to Obligations of SBS.  The
obligations of SBS to effect the Closing are (i) subject to the satisfaction
(or waiver by SBS) prior to or at the Approval Date (or prior to the Closing
Date in the case of an Alternative Financing) of each of the conditions
precedent set forth in this Section 5.1 (except (h)(i)) and (ii) following
the Approval Date, subject only to the satisfaction (or waiver by SBS) prior to
or at the Closing Date of each of the conditions precedent set forth in clauses
(a), (b), (e), (g) and (h) of this Section 5.1:  (a)Representationsand Warranties.  The representations
and warranties made by ITI in this Agreement shall have been true and correct
when made, and shall be true and correct on the Closing Date as though such
representations and warranties were made on and as of the Closing Date (except
that representations and warranties that are made as of a specific date need be
true only as of such date).  (b)Compliancewith Agreements and Conditions.  The
ITI Group shall have performed and complied in all material respects with all
agreements, obligations and conditions required by this Agreement to be performed
or complied with by any member of the ITI Group at or before the Closing Date.  (c)Certificate.  SBS shall have received a certificate
executed on behalf of ITI by Romano Fanconi, Corporate Secretary of ITI (or
such other duly authorized officer of ITI reasonably acceptable to SBS) and
dated the Approval Date, to the effect that the conditions set forth in clauses
(a) and (b) above have been satisfied with regard to the ITI Parties,
substantially in the form set forth in Exhibit 4.  (d)Opinions.  SBS shall have received the written opinion
or opinions, dated the Closing Date, of Elvinger Hoss & Prussen (as to
matters of Luxembourg law), Heller Ehrman (as to matters of U.S. Federal law
and the laws of the State of New York) and Altheimer & Gray or another
Polish law firm satisfactory to SBS (as to matters of Polish law) in the forms
set forth in Exhibits 5, 6 and 7, respectively.  (e)Antitrust;
Consents and Approvals.  To the
extent required by a change in law occurring after the date of this Agreement,
(i) any applicable waiting period or approval required under any relevant
competition or antitrust Laws or regulations shall have expired, been
terminated or received, as applicable, and (ii) any material consents,
approvals, licenses, authorizations, registrations, notices or other filings
(including without limitation any of the foregoing required with respect to
broadcast licenses) required to be obtained or made with or from any
Governmental Entity or third party under applicable law shall have been obtained
or made, in each case (i) or (ii) above, in connection with the execution,
delivery and performance of this Agreement the Termination Agreement and the
transactions contemplated hereby and thereby.  20 
   (f)TerminationAgreement.  A Termination Agreement,
substantially in the form set forth in Exhibit 2 hereto, shall have been
executed and delivered by each party thereto other than the SBS Parties.  (g)Litigation.  No court, arbitral tribunal or other
adjudicative body or Governmental Entity shall have enacted, issued,
promulgated, enforced or entered any statute, rule, regulation, judgment,
award, decree, injunction or other order (whether temporary, preliminary or
permanent) which is in effect and prohibits consummation of the transactions
contemplated by this Agreement or the Termination Agreement or imposes material
restrictions on any member of the SBS Group in connection with the consummation
of the transactions contemplated by this Agreement and the Termination
Agreement or with respect to its or their business operations, either prior or
subsequent to the Closing.  (h)Other
Documents.  SBS shall have
received (i) the Fairness Opinions from either Morgan Stanley or an
investment banking firm of international standing selected by ITI, and
(ii) from ITI documentation evidencing the receipt by ITI and its
Subsidiaries of all approvals (corporate or other) necessary in order for ITI
and its Subsidiaries to effect the Closing.  (i)Directors.  TVN shall have released and indemnified, to
the full extent permitted under applicable law, the members of the TVN
Supervisory Board appointed by SBS from any potential liabilities incurred in
the scope of their employment during the course of their terms and provided
reasonable evidence of such release to SBS.  Section 5.2Conditions
to Obligations of ITI.  The
obligations of ITI under this Agreement to effect the Closing are (i) subject
to the satisfaction (or waiver by ITI) prior to or at the Approval Date (or prior
to the Closing Date in the case of an Alternative Financing) of each of the
conditions precedent set forth in this Section 5.2 and (ii) following the
Approval Date, subject to the satisfaction (or waiver by ITI) prior to or at
the Closing Date of each of the conditions precedent set forth in clauses (a),
(b), (e), (g), (h) and (j) of this Section 5.2.  (a)Representations
and Warranties.  The representations
and warranties made by SBS in this Agreement shall have been true and correct
when made, and shall be true and correct on such date as though such
representations and warranties were made on and as of the Closing Date (except
that representations and warranties that are made as of a specific date need be
true only as of such date).  (b)Compliance
with Agreements and Conditions.  The
SBS Group shall have performed and complied in all material respects with all
agreements, obligations and conditions required by this Agreement or the
Termination Agreement to be performed or complied with by any member of the SBS
Group at or before the Closing Date.  (c)Certificate.  ITI shall have received a certificate
executed on behalf of SBS by Erik T. Moe, General Counsel of SBS (or such other
duly authorized officer of SBS reasonably acceptable to ITI) dated the Approval
Date, to the effect that the  21 
   conditions set forth in clauses (a) and (b) above have been satisfied
with respect to the SBS Parties, substantially in the form set forth in Exhibit
7.  (d)Opinions.  ITI shall have received the written opinion
or opinions, dated the Closing Date, of Arendt & Medernach (as to matters
of Luxembourg law) and Erik T. Moe, General Counsel of SBS (as to matters of
U.S. Federal law and the laws of the State of New York), in the forms set forth
in Exhibits 8 and 9, respectively.  (e)Antitrust;
Consents and Approvals.  To the
extent required by a change in law occurring after the date of this Agreement,
(i) any applicable waiting period or approval required under any relevant
competition or antitrust Laws or regulations shall have expired, been
terminated or received, as applicable, and (ii) any material consents,
approvals, licenses, authorizations, registrations, notices or other filings
(including without limitation any of the foregoing required with respect to
broadcast licenses) required to be obtained or made with or from any
Governmental Entity or third party under applicable law shall have been
obtained or made, in each case (i) or (ii) above, in connection with the
execution, delivery and performance of this Agreement the Termination Agreement
and the transactions contemplated hereby and thereby.  (f)Termination
Agreement.  A Termination Agreement,
substantially in the form set forth in Exhibit 2 hereto, shall have been
executed and delivered by each party thereto other than the ITI Parties.  (g)Litigation.  No court, arbitral tribunal or other
adjudicative body or Governmental Entity shall have enacted, issued,
promulgated, enforced or entered any statute, rule, regulation, judgment,
award, decree, injunction or other order (whether temporary, preliminary or
permanent) which is in effect and prohibits consummation of the transactions
contemplated by this Agreement and the Termination Agreement or imposes
material restrictions on any member of the ITI Group in connection with the
consummation of the transactions contemplated by this Agreement and the
Termination Agreement or with respect to its business operations, either prior
or subsequent to the Closing.  (h)Other
Documents.  ITI shall have received
from SBS documentation evidencing the receipt by SBS and its Subsidiaries of
all approvals (corporate or other) necessary in order for SBS and its
Subsidiaries to effect the Closing.  (i)Directors.  The three members of the TVN Supervisory
Board appointed by SBS and the Strateurop managing director appointed by SBS
shall have tendered their resignations to TVN and Strateurop, respectively,
effective the Closing Date and subject to the Closing, including releases of TVN
and Strateurop (as appropriate) from any potential claims by such resigning
persons against such companies in relation to such termination of office.  (j)Financing.  Either the HYB Offering or the Alternative
Financing shall have been completed and ITI shall have received from SBS
confirmation that any  22 
   approvals in respect thereto required from SBS pursuant to the
Investment Agreement have been given.  ARTICLE VI  INDEMNIFICATION  Section 6.1Survival
of Representations and Warranties.  (a)The
representations and warranties contained in this Agreement shall survive until
the second anniversary of the Closing Date.  (b)Save
as expressly provided to the contrary, the representations and warranties contained
in this Agreement, and the rights and remedies that may be exercised by any
Person seeking indemnification hereunder, shall not be limited or otherwise
affected by or as a result of any information furnished to, or any
investigation made by, any such Person or its representatives.  Section 6.2Indemnification.  (a)From
and after the Closing Date and subject to Sections 6.1, 6.3 and 6.6, ITI and,
solely as it relates to Section 6.2(iii) hereunder, TVN shall defend,
indemnify and hold harmless SBS and its Affiliates and each director, officer,
member, partner, employee and agent of such Persons against any loss, damage,
claim, liability, judgment or settlement of any nature or kind, including all
costs and expenses relating thereto, including without limitation, interest,
penalties and reasonable attorneys fees (collectively Damages),
arising out of, resulting from or relating to:  (i)the
breach of any representation or warranty contained in Section 3.2 of this
Agreement, or any certificate delivered by any of the ITI Parties pursuant
hereto;  (ii)the
breach by ITI or any of its Subsidiaries of any covenant or agreement (whether
to be performed prior to or after Closing) contained in this Agreement or any
of the Termination Agreement, or any certificate delivered by any of the ITI
Parties pursuant hereto; and  (iii)the
HYB Offering or any Alternative Financing, and the On-Funding Arrangements
(including, without limitation, Damages arising out of, resulting from or
relating to misstatements or omissions in the HYB Offering Memorandum or any
other offering documents or materials provided to the underwriters for the HYB
Offering, rating agencies or investors or released publicly in connection with
the HYB Offering or any document used in connection with any Alternative
Financing).  (b)From
and after the Closing Date and subject to Sections 6.1, 6.3 and 6.6, SBS shall
defend, indemnify and hold harmless ITI and its Affiliates and each director,  23 
   officer, member, partner, employee and agent of such persons against
the Strateurop Immaterial Liabilities and any Damages arising out of, resulting
from or relating to:  (i)the
breach of any representation or warranty contained in Section 3.1, or any
certificate delivered by any of the SBS Parties pursuant hereto; and  (ii)the
breach by SBS or any of its Subsidiaries of any covenant or agreement (whether
to be performed prior to or after Closing) contained in this Agreement or any
of the Termination Agreement, or any certificate delivered by any of the SBS
Parties pursuant hereto.  Section 6.3Indemnification
Amounts.  (a)No
Indemnitor (as defined below) shall have liability under Section 6.2(a)(i)
or (b)(i), as the case may be, until the aggregate amount of Damages
theretofore incurred by the Indemnitee (as defined below), as the case may be,
exceeds U.S.$500,000 (the Deductible), in which case the Indemnitees
shall be entitled to Damages in an aggregate amount up to the ITI
Consideration; provided, however, that the Indemnitor shall be liable only for
the amount by which all Damages exceed the Deductible.  (b)The
limitations on the indemnification obligations set forth in this
Section 6.3 shall not apply to any covenants or agreements of the Parties
in this Agreement.  (c)Notwithstanding
anything to the contrary set forth herein, no limitation on the indemnification
obligations set forth in this Section 6.3 shall apply to any breach of a
representation or warranty made as of the date hereof if such representation or
warranty was made with knowledge by the party making such representation or
warranty that it (i) contained an untrue statement of a material fact or
(ii) omitted to state a material fact necessary to make the statements
contained therein not misleading. 
Solely for purposes of calculating the amount of Damages incurred
arising out of or relating to any breach or representation or warranty (and not
for purposes of determining whether or not a breach has occurred), the
references to Material Adverse Effect or other materiality qualifications (or
correlative terms), including as expressed in accounting concepts, shall be
disregarded.  Section 6.4Indemnification
Procedures.  (a)In
the event that any Person shall incur or suffer any Damages in respect of which
indemnification may be sought hereunder, such Person (the Indemnitee)
may assert a claim for indemnification by written notice (the Notice)
to the party from whom indemnification is being sought (the Indemnitor),
stating the amount of Damages, if known, and the nature and basis of such
claim.  In the case of Damages arising
or which may arise by reason of any third-party claim, promptly after receipt
by an Indemnitee of written notice of the assertion or the commencement of any
action with respect to any matter in respect of which indemnification may be
sought hereunder (but in no event more than 20 days after receipt of such
notice), the Indemnitee shall give  24 
   Notice to the Indemnitor and shall thereafter keep the Indemnitor
reasonably informed with respect thereto, provided that failure of the
Indemnitee to give the Indemnitor prompt notice as provided herein shall not
relieve the Indemnitor of any of its obligations hereunder, except to the
extent that the Indemnitor is materially prejudiced by such failure.  In case any such action is brought against
any Indemnitee, the Indemnitor shall be entitled to assume the defense thereof,
by written notice of its intention to do so to the Indemnitee within 20 days
after receipt of the Notice.  If the
Indemnitor shall assume the defense of such action, it shall not settle such
action without the prior written consent of the Indemnitee, which consent shall
not be unreasonably withheld; provided that an Indemnitee shall not be required
to consent to any settlement that (i) does not include as an unconditional
term thereof the giving by the claimant or the plaintiff of an unconditional
release of the Indemnitee from all liability with respect to such action or
(ii) involves the imposition of equitable remedies or the imposition of
any material obligations on such Indemnitee other than financial obligations
for which such Indemnitee shall be indemnified hereunder.  As long as the Indemnitor is contesting any
such action in good faith and on a timely basis, the Indemnitee shall not pay
or settle any claims brought under such action.  Notwithstanding the assumption by the Indemnitor of the defense
of any action as provided in this Section 6.4, the Indemnitee shall be
permitted to participate in the defense of such action and to employ counsel at
its own expense; provided, however, that if the defendants in any action shall
include both an Indemnitor and any Indemnitee and such Indemnitee shall have
reasonably concluded that counsel selected by Indemnitor has a potential
conflict of interest because of the availability of different or additional
defenses to such Indemnitee, such Indemnitee shall have the right to select one
separate counsel to participate in the defense of such action on its behalf, at
the expense of the Indemnitor.  (b)If
the Indemnitor shall fail to notify the Indemnitee of its desire to assume the
defense of any such action within the prescribed period of time, or shall
notify the Indemnitee that it shall not assume the defense of any such action,
then the Indemnitee may assume the defense of any such action, in which event
it may do so acting in good faith in such manner as it may deem appropriate,
and the Indemnitee shall be bound by any determination made in such action;
provided, however, that the Indemnitee shall not be permitted to settle such
action without the consent of the Indemnitor, which consent shall not be
unreasonably withheld or delayed.  The
Indemnitor shall be permitted to join in the defense of such action and to
employ counsel at its own expenses.  (c)Amounts
payable by the Indemnitor to the Indemnitee in respect of any Damages for which
such party is entitled to indemnification hereunder shall be payable by the
Indemnitor as incurred by the Indemnitee.  (d)In
the event of any dispute between the Parties regarding the applicability of the
indemnification provisions of this Agreement, the prevailing party shall be
entitled to recover all Damages incurred by such party arising out of,
resulting from or relating to such dispute.  25 
   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
AND WAIVER  Section 7.1Termination.  (a)This
Agreement may be terminated, and the transactions contemplated hereby
abandoned, at any time prior to Closing:  (i)by
ITI or SBS in the event of a material breach or default by the other Party of
or in any representation, warranty, covenant or agreement of such other Party
contained in this Agreement which breach or default (x) would permit the
non-breaching or non-defaulting Party to elect not to consummate the
transactions contemplated by this Agreement pursuant to Section 5.1(a) or
(b) or 5.2(a) or (b) of this Agreement, and (y) either cannot by its terms
be cured or has not been cured within 30 days after written notice of such
breach or default, describing such breach or default in reasonable detail, is
given by the non-defaulting Party to the breaching or defaulting Party;  (ii)by
ITI or SBS if the Closing shall not have occurred on or prior to (i) the later
of December 31, 2003 or (ii) if the HYB Offering shall have closed prior
to December 31, 2003, 90 days following the HYB Closing Date (the Final
Termination Date);  26 
   (iii)by
ITI or SBS in the event that any Governmental Entity whose consent is necessary
for the consummation of the transactions contemplated by this Agreement shall
have issued a final, non-appealable order or taken any other final, non-appealable
action restraining, enjoining, denying approval of or otherwise prohibiting the
transactions contemplated by this Agreement or the Termination Agreement;  (iv)by
ITI or SBS if any condition precedent to such Partys obligations to effect the
Closing has become incapable of fulfillment in any material respect on or prior
to the Final Termination Date (other than as a result of such Partys failure
to comply with any of its obligations under this Agreement); or  (v)by
the mutual written consent of the Parties.  (b)Upon
termination of this Agreement pursuant to Section 7.1(a), this Agreement
shall be void and of no further force and effect (except Section 4.4,
Article VI, this Section 7.1(b), Section 8.5 and
Section 8.9) 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 8.1Severability.  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 8.2Specific
Enforcement.  Each of ITI and SBS
acknowledge and agree that irreparable damage would occur in the event that any
of the provisions of this Agreement were not performed in accordance with their
specific terms or were otherwise breached. 
It is accordingly agreed that the Parties shall be entitled, to the
fullest extent permitted under applicable Law, to an injunction or injunctions
to prevent or cure breaches of the provisions of this Agreement and to enforce
specifically the terms and provisions hereof in any federal court of the United
States, or competent courts in Poland, Luxembourg or The Netherlands thereof
having jurisdiction, this being in addition to any other remedy to which they
may be entitled by law or equity.  Section 8.3Entire
Agreement.  This Agreement and the
Termination Agreement contain 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
and the Termination Agreement.  This
Agreement shall not affect the Investment Agreement and any related agreements,
and all SBSs rights thereunder (including, subject to Section 2.3(a)
hereunder, its approval rights thereunder in relation to the  27 
   HYB Offering
or any Alternative Financing involving TVN or a Subsidiary of TVN and the
On-Funding Arrangements) remain in full force and effect until terminated by
the Termination Agreement when executed in accordance with this Agreement.  Section 8.4Counterparts.  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.  Section 8.5Notices.  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), if to:  ITI: International Trading and Investments Holdings S.A. Luxembourg 398 route dEsch L-1471 Luxembourg  Attention:  Corporate Secretary  Facsimile:  +352 49 48 48 2900  With a copy to: ITI Services Ltd. Beustweg 12 CH-8032 Zurich  Attention:  Bruno Valsangiacomo, Executive Vice-Chairman Ray Tillet, General Counsel  Facsimile:  +41 1 258 88 44  and  Osborne Clarke Hillgate House 26 Old Bailey London EC4M 7HW  Attention: Brian
Rutherford  Facsimile: +44 20 7029 1525  28 
   SBS: SBS Broadcasting S.A. 8-10 rue Mathias Hardt L-1717 Luxembourg  Attention:  Corporate Secretary  Facsimile:  +35 2 26 12 33 01  With copies to: SBS Broadcasting S.A. Quintet Office Park, Rietlandpark 353 1019EM Amsterdam  Attention:  General Counsel  Facsimile:  +31 20 519 1999  and Sullivan & Cromwell LLP 1 New Fetter Lane London EC4A 1AN, England  Attention:  William A. Plapinger  Facsimile:  +44 20 7959 8950  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 8.6Amendments;
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 8.7Headings.  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 8.8Successors
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.  29 
   Section 8.9Arbitration
and Governing Law.  Any dispute
arising out of or in connection with this Agreement or the Termination
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 court
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.  This Agreement shall be governed by, and construed in accordance with,
the laws of the State of New York.  [SIGNATURE PAGE FOLLOWS]  30 
   IN WITNESS WHEREOF, each of ITI, SBS and, solely for the purpose of
making the representations, warranties and agreements in Section 3.2(c),
(d) and (e) and Article VI hereunder, TVN 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.
  LUXEMBOURGBy:
  /s/ Jan
  WejchertName: 
  Jan WejchertTitle: 
  ChairmanBy:
  /s/ Bruno
  ValsangiacomoName: 
  Bruno ValsangiacomoTitle: 
  Vice-chairmanSBS BROADCASTING S.A.By:
  /s/ Erik T.
  MoeName: 
  Erik T. MoeTitle: 
  Senior Vice PresidentTVN SP Z O.O. (solely for the purposes set
  out
  above)By:
  /s/ Karen
  BurgessName: 
  Karen BurgessTitle: 
  Board Member  31 
   Exhibit 1 to the Share Purchase Agreement  DEFINITIONS  Acquisition has the meaning ascribed to it in the recitals to
the Agreement.  Acquisition Proposal has the meaning ascribed to it in
Section 4.2.  Acquisition Rights means rights to acquire beneficial
ownership of Voting Securities that are exerciseable within 60 days.  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
September 12, 2003, by and between SBS, on behalf of itself and the SBS
Subsidiaries, and ITI, on behalf of itself and the ITI Subsidiaries, as it may
be amended from time to time.  Alternative Financing has the meaning ascribed to it in the
recitals to the Agreement.  Approval Date has the meaning ascribed to it in
Section 2.2(b).  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 or The City of New York.  Call Option Agreement means the Call Option Agreement, made
and entered into as of December 23, 2002, by and between ITI and SBS.  Closing and Closing Date have the meanings ascribed
to them in Section 2.2(a) of the Agreement.  Common Shares means the common shares of ITI or SBS, as the
case may be.  1 
   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 the Agreement.  Deductible has the meaning ascribed to it in
Section 6.3(a) of the Agreement.  Escrow Bank Account has the meaning ascribed to it in
Section 2.3(e) of the Agreement.  Escrowed HYB Proceeds has the meaning ascribed to it in
Section 2.3(e) of the Agreement.  Escrowed Property has the meaning ascribed to it in
Section 2.3(e) of the Agreement.  Fairness Opinions means the fairness and fair value opinions
required to be obtained by SBS under the indenture in respect of the SBS Senior
Notes or under its articles of association to consummate the Transactions.  Final Termination Date has the meaning ascribed to it in
Section 7.1(a)(ii) of the 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.  HYB Closing Date has the meaning ascribed to it in Section 2.2(a).  HYB Escrow Agreement has the meaning ascribed to it in
Section 2.3(e) of the Agreement.  HYB Offering has the meaning ascribed to it in the recitals to
the Agreement.  HYB Offering Memorandum has the meaning ascribed to it in
Section 2.3(c) of the Agreement.  IAS means international accounting standards as adopted or
promulgated by the International Accounting Standards Committee.  Indemnitee has the meaning ascribed to it in
Section 6.4(a) of the Agreement.  2 
   Indemnitor has the meaning ascribed to it in
Section 6.4(a) of the 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 pursuant to the Prior Transaction.  ITI has the meaning ascribed to it in the preamble to the
Agreement.  ITI Bank Account has the meaning ascribed to it in
Section 2.3(e) of the Agreement.  ITI Consideration has the meaning ascribed to it in Section 2.1(b)
of the Agreement.  ITI Group means ITI and the ITI Subsidiaries.  ITI Media has the meaning ascribed to it in
Section 2.1(a) of the Agreement.  ITI Parties means ITI, TVN and those ITI Subsidiaries that are
or will be a party to or bound by this Agreement or the Termination Agreement.  ITI Subsidiaries means the Subsidiaries of ITI.  J.P. Morgan has the meaning ascribed to it in
Section 2.3(a).  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.  Material Adverse Effect, with respect to any Person, means a
significant and material adverse effect on the financial condition, properties,
prospects, business or results of operations of such Person and its
Subsidiaries, taken as a whole.  Morgan Stanley has the meaning ascribed to it in
Section 2.3(a) of the Agreement.  Notary means the notary appointed for the purposes of
Section 2.2(a) of this Agreement, being Ms. Cornelia Holdinga, civil-law
notary in Amsterdam, or such other Dutch civil-law notary agreed by the
Parties.  Notice has the meaning ascribed to it in Section 6.4(a)
of the Agreement.  On-Funding Arrangements has the meaning ascribed to it in the
recitals to the Agreement.  3 
   Party has the meaning ascribed to it in the preamble to the
Agreement.  Person means any individual, corporation, partnership, joint
venture, trust, unincorporated organization or government or any agency or
political subdivision thereof.  Permitted Transfer means any transfer to any member of the ITI
Group.  Polish Internet Activities means all Internet-related
activities in Poland that are materially related to, or connected with,
television, enhanced television, teletext or radio broadcasting services,
including, without limitation, any entertainment, news, sports or information
content, audio or video streaming, games, and classified advertising, and all
e-commerce opportunities related to any of the foregoing.  Preliminary Offering Memorandum shall have the meaning
ascribed to it in Section 2.3(b).  Premium has the meaning ascribed to it in Section 2.4(b)
of the Agreement.  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 ITI, ITI Media and SBS.  Relationship Agreement means the Relationship Agreement, dated
as of July 26, 2000, by and between, among others, ITI and SBS, which was
entered into pursuant to the Prior Transaction.  Released Party has the meaning ascribed to it in
Section 4.2 of the Agreement.  SBS has the meaning ascribed to it in the preamble to the
Agreement.  SBS Consideration has the meaning ascribed to it in
Section 2.1(a) of the Agreement.  SBS Group means SBS and the SBS Subsidiaries.  SBS Indenture means the indenture, dated June 14, 2001
and amended July 13, 2001, pursuant to which the SBS Senior Notes were
issued.  SBS Nederland has the meaning ascribed to it in the recitals
to the Agreement.  SBS Parties means SBS and those SBS Subsidiaries that are or
will be a party to or bound by any of the Agreement or the Termination
Agreement.  4 
   SBS Senior Notes means the outstanding 12% Senior Notes of SBS
due 2008, which were issued pursuant to the indenture dated as of June 14,
2001, as amended on July 13, 2001, by and between, SBS and The Bank of New
York, as trustee.  SBS Subsidiaries means the Subsidiaries of SBS.  SBS TVN Interest has the meaning ascribed to it in the
recitals to the Agreement.  SBS TVN Shares has the meaning ascribed to it in the recitals
to the Agreement.  Standstill Period has the meaning ascribed to it in
Section 4.2 of the Agreement.  Strateurop has the meaning ascribed to it in the recitals to
the Agreement.  Subject Party has the meaning ascribed to it in
Section 4.2 of the Agreement.  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.  Tax (including, with correlative meaning, the terms Taxes,
and Taxable) includes all federal, state and local taxes and social
security contributions, whether direct or indirect, including but not limited
to corporate income tax, wage withholding tax, social security contributions,
value added tax, customs and excise duties, capital tax and other legal
transaction taxes, dividend withholding tax, real estate transfer taxes,
environmental taxes and duties, social security charges and retirements
contributions and local levies and taxes; together with any interest and
penalties relating thereto, which are, pursuant to any statutory provision, due
and/or payable in any jurisdiction, and together with all interest, penalties
and additions imposed with respect to such amounts and any interest in respect
of such penalties and additions.  Tax Return includes all returns and reports (including
elections, declarations, disclosures, schedules, estimates and information
returns) required to be supplied to a Tax authority relating to Taxes.  Termination has the meaning ascribed to it in the recitals to
the Agreement.  Termination Agreement means the Termination Agreement to be
executed and delivered prior to or at the Approval Date pursuant to Sections
5.1(f) and 5.2(f) of the Agreement and to become effective on the Closing Date
according to its  5 
   terms.  The Termination
Agreement shall be substantially in the form attached as Exhibit 2 to the
Agreement.  3W has the meaning ascribed to it in the recitals to the
Agreement.  Threshold Amount has the meaning ascribed to it in
Section 4.2 of the Agreement.  Transactions has the meaning ascribed to it in the recitals to
the Agreement.  Transfer has the meaning ascribed to it in Section 2.4(d).  Transfer Consideration has the meaning ascribed to it in
Section 2.4(b).  TVN has the meaning ascribed to it in the recitals to the
Agreement.  TVN Base Business has the meaning ascribed to it in
Section 2.4(e)(i).  TVN Share has the meaning ascribed to it in the recitals to
the Agreement.  Voting Securities means every share of any class of capital
stock that ordinarily has voting power for the election of directors (or
similar governing body), whether at all times or only so long as no senior
class of capital stock has such voting power by reason of the occurrence of any
contingency.  6 
   Exhibit 2 to the Share Purchase
Agreement  TERMINATION AGREEMENT  This TERMINATION AGREEMENT (the Agreement)
is entered into on November 7, 2003, by and between International Trading
and Investments Holdings S.A. Luxembourg, a company organized under the laws of
Luxembourg (ITI), SBS Broadcasting S.A., a company organized under the
laws of Luxembourg (SBS) and each of the other Persons listed on the
signature pages hereto (ITI, SBS and each such Person being individually
referred to as a Party and such Persons being collectively referred to
as the Parties).  WITNESSETH:  WHEREAS, ITI, ITI Media Group N.V., a company
organized under the laws of The Netherlands Antilles and a wholly owned
subsidiary of ITI (ITI Media), and SBS entered into a Share Purchase
Agreement, dated July 21, 2000, and as amended on July 25, 2000 (the
Original SPA), whereby SBS acquired an indirect 33% interest in the share
capital of TVN Sp z o.o., a corporation organized under the laws of Poland
(TVN);  WHEREAS, in connection with the Original SPA,
the Parties entered into the following agreements:  A.an
Investment Agreement, dated as of July 26, 2000, by and among TVN, ITI,
SBS, Strateurop International B.V., a company organized under the laws of the
Netherlands (Strateurop), ITI TV Holdings Ltd., a company organized
under the laws of Poland (ITI TV Holdings) and 3W Capital Investments
S.A., a company organized under the laws of Poland (3W), (the Investment
Agreement),  B.a
Relationship Agreement, dated as of July 26, 2000, by and among ITI, SBS,
Strateurop, ITI TV Holdings and 3W (the Relationship Agreement),  C.a
Letter Agreement, dated July 26, 2000, by and among ITI, SBS, ITI Media,
JHH Exploitatie Maatschappij B.V., a company organized under the laws of the
Netherlands (JHH) and TVN (the JHH Letter Agreement),  D.a
Letter Agreement, dated March 11, 2002, by and between ITI and SBS (the Guarantee
Letter Agreement),  E.a
Letter Agreement, dated December 23, 2002, by and among ITI, SBS, ITI,
JHH, FFMP Finance Holding (FFMP) and TVN (the JHH/FFMP Letter
Agreement),  7 
   F.a
Bank Transfer Agreement, dated December 23, 2002, by and between Bank
Przemyslowo-Handlowy PBK S.A. (PBK), Kredyt Bank S.A. (Kredyt Bank),
TVN, ITI and SBS (the Bank Transfer Agreement),  G.a
Letter Agreement, dated December 23, 2002, by and between ITI and SBS (the
Bank Transfer Letter Agreement),  H.a
Letter Agreement, dated July 31, 2003, by and among JHH, FFMP, ITI and SBS
(the Programming Library Arrangements Letter Agreement),  I.a
Guaranty Participation and Reimbursement Agreement, dated as of July 31,
2003, by and among ITI, SBS, JHH and FFMP (the Guaranty Participation and
Reimbursement Agreement),  J.a
Programming Consulting Agreement, dated as of July 31, 2003, by and among
JHH, FFMP, ITI and SBS (the Programming Consulting Agreement),  K.a
Letter Agreement Concerning Programming Library, dated July 31, 2003, by
and between ITI and SBS (the Programming Library Letter Agreement),
and  L.an
Agreement, dated as of August 26, 2003, by and among ITI, SBS and TVN (the
Omnibus Agreement).  WHEREAS, ITI and SBS have signed a Share
Purchase Agreement, dated September 12, 2003 (the New SPA), pursuant to
which (i) the Parties intend ITI to reacquire SBSs indirect thirty point four
three percent (30.43%) interest in TVN in exchange for the consideration set
forth therein, subject to the terms and conditions set forth in the New SPA,
and (ii) the Parties agree to enter into this Agreement prior to or at the
Approval Date (as defined in the New SPA) in order to terminate the Investment
Agreement, the Relationship Agreement, the JHH Letter Agreement, the Guarantee
Letter Agreement, the JHH/FFMP Letter Agreement, the Bank Transfer Letter
Agreement, the Programming Library Arrangements Letter Agreement, the Programming
Library Letter Agreement, and, only to the extent expressly provided herein,
the Bank Transfer Agreement, the Guaranty Participation and Reimbursement
Agreement, the Programming Consulting Agreement and the Omnibus Agreement (the
Investment Agreement, the Relationship Agreement, the JHH Letter Agreement, the
Guarantee Letter Agreement, the JHH/FFMP Letter Agreement, the Bank Transfer
Letter Agreement, the Programming Library Arrangements Letter Agreement, the
Programming Library Letter Agreement, and, only to the extent expressly
provided herein, the Bank Transfer Agreement, the Guaranty Participation and
Reimbursement Agreement, the Programming Consulting Agreement and the Omnibus
Agreement, together, the Terminated Agreements), subject to the terms
and conditions set forth herein; and  WHEREAS, the execution and delivery of this
Agreement by each of the Parties is a condition precedent to the obligations of
SBS and ITI to effect the Closing (as  8 
   defined in the New SPA)
pursuant to Sections 5.1(f) and 5.2(f), respectively, of the New SPA.  NOW, THEREFORE, in consideration of the
premises and the mutual covenants herein contained, and of other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Parties covenant and agree as follows:  ARTICLE I Representations and Warranties of the Parties  Section 1.Each
Party hereby makes the following representations and warranties as of the date
hereof and as of the Effective Date (as defined in Article III below)to
the other Parties:  (a)Such Party is duly
organized and validly existing under the laws of its jurisdiction of
incorporation and has all requisite power and authority and has taken all
corporate action necessary in order to execute this Agreement and perform its
obligations hereunder.  (b)Such Partys
execution, delivery and performance of this Agreement does not breach such
Partys Memorandum and Articles of Association, any resolution adopted by such Partys
board of directors or any material agreement to which such Party is a party or
by which it is bound, and does not violate any applicable law, rule, regulation
or order applicable to such Party.  (c)This Agreement has
been duly authorized, executed and delivered and constitutes the valid, legal
and binding obligation of such Party, enforceable against such Party in
accordance with its terms, subject to bankruptcy, insolvency, fraudulent
transfer, reorganization, moratorium and similar laws of general applicability
relating to or affecting creditors rights and general equity principles.  ARTICLE II Termination of the Terminated Agreements  Section 2.1.Termination
of the Investment Agreement. 
Pursuant to Article XV of the Investment Agreement, each Party to
the Investment Agreement hereby agrees that, as of the Effective Date, the
Investment Agreement shall be terminated and shall be of no further force or
effect, and, notwithstanding anything to the contrary in the Investment
Agreement, any liabilities or obligations outstanding prior to the Effective
Date under or arising out of the Investment Agreement shall be deemed to be
fully extinguished and any amounts owing from one Party to any other Party on
or prior to the Effective Date under or arising out of the Investment Agreement
shall be deemed to have been fully satisfied. As
of the Effective Date, each Party to the Investment Agreement irrevocably and
unconditionally waives any and all rights of such Party under or arising out of
the Investment Agreement.  9 
   Section 2.2.Termination
of the Relationship Agreement. 
Pursuant to Article XI of the Relationship Agreement, each Party to
the Relationship Agreement hereby agrees that, as of the Effective Date, the
Relationship Agreement shall be terminated and shall be of no further force or
effect, and, notwithstanding anything to the contrary in the Relationship
Agreement, any liabilities or obligations outstanding prior to the Effective
Date under or arising out of the Relationship Agreement shall be deemed to be
fully extinguished and any amounts owing from one Party to any other Party on
or prior to the Effective Date under or arising out of the Relationship
Agreement shall be deemed to have been fully satisfied. As of the Effective Date, each Party to the
Relationship Agreement irrevocably and unconditionally waives any and all
rights of such Party under or arising out of the Relationship Agreement.  Section 2.3.Termination
of the JHH Letter Agreement.  Each
Party to the JHH Letter Agreement hereby agrees that, as of the Effective Date,
the JHH Letter Agreement shall be terminated and shall be of no further force
or effect, and, notwithstanding anything to the contrary in the JHH Letter
Agreement, any liabilities or obligations outstanding prior to the Effective
Date under or arising out of the JHH Letter Agreement shall be deemed to be
fully extinguished and any amounts owing from one Party to any other Party on
or prior to the Effective Date under or arising out of the JHH Letter Agreement
shall be deemed to have been fully satisfied. 
As of the Effective Date, each Party
to the JHH Letter Agreement irrevocably and unconditionally waives any and all
rights of such Party under or arising out of the JHH Letter Agreement.  Section 2.4.Termination
of the Guarantee Letter Agreement. 
Each Party to the Guarantee Letter Agreement hereby agrees that, as of
the Effective Date, the Guarantee Letter Agreement is terminated and shall be
of no further force or effect, and, notwithstanding anything to the contrary in
the Guarantee Letter Agreement, any liabilities or obligations outstanding
prior to the Effective Date under or arising out of the Guarantee Letter
Agreement shall be deemed to be fully extinguished and any amounts owing from
one Party to any other Party on or prior to the Effective Date under or arising
out of the Guarantee Letter Agreement shall be deemed to have been fully
satisfied. As of the Effective Date, each
Party to the Guarantee Letter Agreement irrevocably and unconditionally waives
any and all rights of such Party under or arising out of the Guarantee Letter
Agreement.  Section 2.5.Termination
of the JHH/FFMP Letter Agreement. 
Each Party to the JHH/FFMP Letter Agreement hereby agrees that, as of
the Effective Date, the JHH/FFMP Letter Agreement shall be terminated and shall
be of no further force or effect, and notwithstanding anything to the contrary
in the JHH/FFMP Letter Agreement, any liabilities or obligations outstanding
prior to the Effective Date under or arising out of the JHH/FFMP Letter
Agreement shall be deemed to be fully extinguished and any amounts owing from
one Party to any other Party on or prior to the Effective Date under or arising
out of the JHH/FFMP Letter Agreement shall be deemed to have been fully
satisfied.  As of the Effective Date, each Party to the JHH/FFMP Letter Agreement
irrevocably and unconditionally waives any and all rights of such Party under
or arising out of the JHH/FFMP Letter Agreement.  10 
   Section 2.6.Termination
of the Bank Transfer Agreement with respect to SBS.  Each Party to the Bank Transfer Agreement
hereby agrees that, as of the Effective Date, SBS shall no longer be a party to
the Bank Transfer Agreement and the Bank Transfer Agreement shall be of no
further force or effect with respect to SBS, and, notwithstanding anything to
the contrary in the Bank Transfer Agreement, any liabilities or obligations as
between SBS and the other Parties outstanding prior to the Effective Date under
or arising out of the Bank Transfer Agreement shall be deemed to be fully
extinguished and any amounts owing to or from SBS to or from any other Party on
or prior to the Effective Date under or arising out of the Bank Transfer
Agreement shall be deemed to have been fully satisfied.  PBK,
Kredyt Bank, TVN and ITI, on the one hand, and SBS, on the other hand,
irrevocably and unconditionally waive any and all rights against each other
under or arising out of the Bank Transfer Agreement.  Section 2.7.Termination of
the Bank Transfer Letter Agreement. 
Each Party to the Bank Transfer Letter Agreement hereby agrees that, as
of the Effective Date, the Bank Transfer Letter Agreement shall be terminated
and shall be of no further force or effect, and, notwithstanding anything to
the contrary in the Bank Transfer Letter Agreement, any liabilities or
obligations outstanding prior to the Effective Date under or arising out of the
Bank Transfer Letter Agreement shall be deemed to be fully extinguished and any
amounts owing from one Party to any other Party on or prior to the Effective
Date under or arising out of the Bank Transfer Letter Agreement shall be deemed
to have been fully satisfied. As of the
Effective Date, each Party to the Bank Transfer Letter Agreement irrevocably
and unconditionally waives any and all rights of such Party under or arising
out of the Bank Transfer Letter Agreement.  Section 2.8.Termination of
the Programming Library Arrangements Letter Agreement.  Each Party to the Programming Library
Arrangements Letter Agreement hereby agrees that, as of the Effective Date, the
Programming Library Arrangements Letter Agreement shall be terminated and shall
be of no further force or effect, and, notwithstanding anything to the contrary
in the Programming Library Arrangements Letter Agreement, any liabilities or
obligations outstanding prior to the Effective Date under or arising out of the
Programming Library Arrangements Letter Agreement shall be deemed to be fully
extinguished and any amounts owing from one Party to any other Party on or
prior to the Effective Date under or arising out of the Programming Library
Arrangements Letter Agreement shall be deemed to have been fully satisfied. As of the Effective Date, each Party to the
Programming Library Arrangements Letter Agreement irrevocably and
unconditionally waives any and all rights of such Party under or arising out of
the Programming Library Arrangements Letter Agreement.  Section 2.9.Termination of
the Guaranty Participation and Reimbursement Agreement with respect to SBS.  (a) Pursuant to Section 6.1(a) of the
Guaranty Participation and Reimbursement Agreement, each Party to the Guaranty
Participation and Reimbursement Agreement hereby agrees that, as of the
Effective Date, SBS shall no longer be a party to the Guaranty Participation
and Reimbursement Agreement and the Guaranty Participation and Reimbursement
Agreement shall be of no further force or effect with respect to SBS, and,
notwithstanding anything to the contrary in the Guaranty Participation and
Reimbursement Agreement but subject to Sections 2.9(b) and 2.9(c)  11 
   hereunder, any liabilities or
obligations as between SBS and the other Parties outstanding prior to the
Effective Date under or arising out of the Guaranty Participation and
Reimbursement Agreement shall be deemed to be fully extinguished and any
amounts owing to or from SBS to or from any other Party on or prior to the
Effective Date under or arising out of the Guaranty Participation and
Reimbursement Agreement shall be deemed to have been fully satisfied.  ITI, JHH
and FFMP, on the one hand, and SBS, on the other hand, irrevocably and
unconditionally waive any and all rights against each other under or arising
out of the Guaranty Participation and Reimbursement Agreement.  (b)Not later than thirty (30) days
following the Effective Date, and notwithstanding Section 2.9(a) hereunder,
ITI shall pay to SBS (i) the amount calculated pursuant to Section 2.1 of
the Guaranty Participation and Reimbursement Agreement for the period beginning
on the first day of the month immediately succeeding the last month for which a
payment was made by ITI to SBS pursuant to Section 2.1 of the Guaranty
Participation and Reimbursement Agreement and ending on the Effective Date and
(ii) any amounts which may be due and payable on the Effective Date pursuant to
Section 2.2 of the Guaranty Participation and Reimbursement Agreement.  (c) Not later than thirty (30)
days following the Effective Date, and notwithstanding Section 2.9(a)
hereunder, JHH and FFMP shall pay to SBS all amounts, including accrued
interest, which, upon the making of a demand by SBS pursuant to
Section 3.2 of the Guaranty Participation and Reimbursement Agreement,
would be due and payable to SBS by JHH, FFMP or any other Person within five
(5) days of the date of such demand pursuant to Sections 3.1 and 3.2 of the
Guaranty Participation and Reimbursement Agreement.  Section 2.10.Termination
of the Programming Consulting Agreement with respect to SBS.  (a) Pursuant to Section 4.1(a) of the
Programming Consulting Agreement, each Party to the Programming Consulting
Agreement hereby agrees that, as of the Effective Date, SBS shall no longer be
a party to the Programming Consulting Agreement and the Programming Consulting
Agreement shall be of no further force or effect with respect to SBS, and,
notwithstanding anything to the contrary in the Programming Consulting
Agreement but subject to Section 2.10(b) hereunder, any liabilities or
obligations as between SBS and the other Parties outstanding prior to the
Effective Date under or arising out of the Programming Consulting Agreement
shall be deemed to be fully extinguished and any amounts owing to or from SBS
to or from any other Party on or prior to the Effective Date under or arising
out of the Programming Consulting Agreement shall be deemed to have been fully
satisfied.  ITI, JHH and FFMP, on the one hand, and SBS, on the other hand,
irrevocably and unconditionally waive any and all rights against each other
under or arising out of the Programming Consulting Agreement.  (b) Not later than thirty (30) days
following the Effective Date, and notwithstanding Section 2.10(a)
hereunder, JHH and FFMP shall pay to SBS the amount due pursuant to
Section 2.1(a) of the Programming Consulting Agreement for the period
beginning on the first day of the month immediately succeeding the last month
for which an invoice was  12 
   delivered by SBS pursuant to
Section.2.2 of the Guaranty Consulting Agreement and subsequently paid by JHH
and FFMP and ending on the Effective Date.  Section 2.11.Termination
of the Programming Library Letter Agreement.  Each Party to the Programming Library Letter Agreement hereby
agrees that, as of the Effective Date, the Programming Library Letter Agreement
shall be terminated and shall be of no further force or effect, and,
notwithstanding anything to the contrary in the Programming Library Letter
Agreement, any liabilities or obligations outstanding prior to the Effective
Date under or arising out of the Programming Library Letter Agreement shall be
deemed to be fully extinguished and any amounts owing from one Party to any
other Party on or prior to the Effective Date under or arising out of the
Programming Library Letter Agreement shall be deemed to have been fully
satisfied. As of the Effective Date, each
Party to the Programming Library Letter Agreement irrevocably and
unconditionally waives any and all rights of such Party under or arising out of
the Programming Library Letter Agreement.  Section 2.12.Partial Termination of
the Omnibus Agreement.  (a) Each
Party to the Omnibus Agreement hereby agrees that, as of the Effective Date,
Sections 1, 2, 3, 4 (subject to Section 2.12(b) hereunder) and 5 of the
Omnibus Agreement (for the purposes of this Section 2.12, the Terminated
Provisions) shall be terminated and shall be of no further force or
effect, and, notwithstanding anything to the contrary in the Omnibus Agreement,
any liabilities or obligations outstanding prior to the Effective Date under or
arising out of the Terminated Provisions shall be deemed to be fully
extinguished and any amounts owing from one Party to any other Party on or
prior to the Effective Date under or arising out of the Terminated Provisions
shall be deemed to have been fully satisfied. As
of the Effective Date, each Party to the Omnibus Agreement irrevocably and
unconditionally waives any and all rights of such Party under or arising out of
the Terminated Provisions.For
the avoidance of doubt, each Party to the Omnibus Agreement affirms that
Sections 6 through 15 thereof shall remain in full force and effect on and
after the Effective Date.  (b)Not later than thirty (30) days
following the Effective Date, and notwithstanding Section 2.10(a), ITI
shall cause ITI Film Studios to prepare pro-forma financial statements for the
period from January 1, 2003 to the Effective Date on the basis set forth
in Section 4 of the Omnibus Agreement and shall pay the amounts due to SBS
pursuant to such Section 4 as they relate to that period less an amount of
US$ 289.4.  Section 2.13.Termination
of any other agreements, guarantees or other arrangements arising out of the
Terminated Agreements.  Each of the
Parties to all other agreements, guarantees or other arrangements arising out
of, or entered into pursuant to any of the Terminated Agreements (together, the
Ancillary Documents), including, but not limited to, the Amendment to
the Framework Programming Supply and License Agreement, such amendment dated
July 26, 2000, (the Framework Amendment) by and among SBS, ITI,
JHH, ITI Media and TVN, and the Amendment to the Call Option Agreement, such
amendment dated July 26, 2000, (the Call Option Amendment), by
and among SBS, ITI, JHH, ITI Media and TVN, hereby agrees that, as of the
Effective Date, such Ancillary Documents shall be terminated and shall be of no
further force or  13 
   effect, and, notwithstanding
anything to the contrary in each such agreement, guarantee or other
arrangement, any liabilities or obligations outstanding prior to the Effective
Date under or arising out of any of the Ancillary Documents shall be deemed to
be fully extinguished and any amounts owing from one Party to any other Party
on or prior to the Effective Date under or arising out of the Ancillary
Documents shall be deemed to have been fully satisfied. As of the Effective Date, each of the Parties to each
of the Ancillary Documents irrevocably and unconditionally waives any and all
rights of such Party under or arising out of such Ancillary Document.  ARTICLE III Effectiveness  This Agreement shall become effective upon
Closing (as defined in the New SPA) and the date of such Closing shall be the Effective
Date.  If Closing does not occur
prior to the date of termination of the New SPA, on that same date this
Agreement shall terminate and shall have no legal force or effect.  ARTICLE IV Definitions  Except as otherwise specifically provided,
capitalized terms used but not defined herein shall have the respective
meanings assigned thereto in the Investment Agreement.  ARTICLE V Amendment to TVN Articles  ITI shall take all necessary corporate action
for the purpose of causing TVN to amend, promptly following the Effective Date,
its articles of association to delete all references to SBS therein and
otherwise to reflect the fact that SBS is no longer a shareholder of TVN.  ITI and TVN hereby agree to release and
indemnify SBS from and for all liabilities and losses arising from SBS status
as a shareholder of TVN under the TVN articles of association, the Polish
commercial companies code or other Polish law.  ARTICLE VI Miscellaneous  Section 6.1.Arbitration.  Any dispute arising out of or in connection
with this 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 court
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.  This Agreement shall be governed by, and construed in accordance with,
the laws of the State of New York.  14 
   Section 6.2.Amendments.  This Agreement may be amended only by a
writing executed by each of the Parties hereto.  Section 6.3.Successors
and Assigns.  This Agreement shall
be binding upon and shall inure to the benefit of each Party and to their
respective successors and assigns. No party shall assign or transfer any of its
rights or obligations hereunder without the prior written consent of the other
parties hereto.  No third party is
intended to have any rights by reason of, or to enforce, any provision of this
Agreement.  Section 6.4.Counterparts.  This Agreement may be executed in any number
of counterparts, each of which shall be deemed an original and all of which
taken together shall constitute one and the same agreement.  Section 6.5.Further
Assurances.  At any time after the
date hereof, each Party hereto shall promptly execute, acknowledge and deliver
any other assurances or documents reasonably requested by any of the other
Parties and necessary for such Party to satisfy its obligations hereunder or
obtain the benefits expressly contemplated hereby.  Section 6.6.Guarantee
of Performance by Respective Subsidiaries. 
Each of the Parties agrees to cause its Subsidiaries to perform all
their respective obligations under this Agreement, and guarantees the
performance by such entities of such obligations to the other Parties hereto.  Section 6.7.Severability.  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.  [SIGNATURE PAGE FOLLOWS]  15 
   IN WITNESS WHEREOF, this Agreement has been
duly executed and delivered on behalf of the Parties as of the date first
written above.  INTERNATIONAL TRADING AND INVESTMENTS HOLDINGS S.A. LUXEMBOURG   By:
  /s/ Bruno
  ValsangiacomoName: 
  Bruno ValsangiacomoTitle: 
  Executive Vice ChairmanITI MEDIA GROUP
  N.V.By:
  /s/ Romano
  FanconiName: 
  Romano FanconiTitle: 
  Managing DirectorBy:
  /s/ Bruno
  ValsangiacomoName: 
  Bruno ValsangiacomoTitle: 
  Managing DirectorTVN SP Z O.O.By:
  /s/ Karen
  BurgessName: 
  Karen BurgessTitle: 
  Board MemberBy:
  /s/ Piotr
  WalterName: 
  Piotr WalterTitle: 
  President3W CAPITAL INVESTMENTS S.A.By:
  /s/ Witold
  SadohskiName: 
  Witold SadohskiTitle: 
  President of the Board  16 
   JHH EXPLOITATIE
  MAATSCHAPPIJ B.V.By:
  /s/ Romano
  FanconiName: 
  Romano FanconiTitle: 
  Attorney in factFFMP FINANCE HOLDING B.V.By:
  /s/ Romano
  FanconiName: 
  Romano FanconiTitle: 
  Attorney in factSBS BROADCASTING S.A.By:
  /s/ Erik T.
  MoeName: 
  Erik T. MoeTitle: 
  Senior Vice-PresidentSTRATEUROP INTERNATIONAL B.V.By:
  /s/ Klaus
  FrederiksenName: 
  Klaus FrederiksenTitle: 
  Managing DirectorITI TV HOLDINGS LIMITEDBy:
  /s/ Maciej ZakName:  Maciej ZakTitle:  President of the Board  17 
   BANK PRZEMYSLOWO-HANDLOWY PBK S.A.By:Name:TitleKREDYT BANK S.A.By:Name:Title:  18 
   Exhibit 3 to Share Purchase Agreement  PURCHASE ANDTRANSFER OF SHARES
  
  KM/6000860/23106STRATEUROP INTERNATIONAL B.V.
  
  02-12-20032   Today, the second of
December two thousand and three, appeared before me, Cornelia Holdinga, civil-law notary in Amsterdam: Karlijn van der Meer, care of Stibbe, 1077 ZZ Amsterdam, Strawinskylaan
2001, born in Enschede on the seventeenth day of February nineteen hundred
and seventy-five,        in the present matter
acting as holder of a written power of attorney
of: 1.the
company with limited liability (besloten vennootschap met beperkte
aansprakelijkheid) SBS Nederland B.V.,
having its seat in Amsterdam, its address 1019 EM Amsterdam, Rietlandpark 353
and filed at the Trade Register under number33268593,
                                     
(SBS);  2.the
company incorporated in accordance with the laws of the Netherlands Antilles ITI Media Group N.V., having its address at
Landhuis Joonchi, Kaya Richard J. Beaujon z/n, Curaçao, Netherlands Antilles,
                                              
(ITI);  3.the
company with limited liability (besloten vennootschap met beperkte
aansprakelijkheid) Strateurop International
B.V., having its seat in Amsterdam, its address at 1019 EM
Amsterdam, filed at the Trade Register under number 33306032,
                                              (the
Company).  (a)                                              
Powers of attorney  The powers of attorney are evidenced by three (3) private deeds, which will
be attached to this deed. The appearing person declared:  (b)                                              
Share Purchase Agreement  the
company incorporated in accordance with the laws of Luxembourg, SBS Broadcasting
S.A. (SBS SA), and the company
incorporated in accordance with the laws of Luxembourg,  19 
   International Trading and Investments
Holdings S.A. Luxembourg (ITISA) have entered into a
Share Purchase Agreement, (the SPA)
on the twelfth day of September two thousand and three;  in
section 2.1 of the SPA, SBS SA and ITI SA agreed that SBS SA shall cause
its applicable subsidiary to transfer the Shares, as referred to hereinafter to
ITI. Furthermore SBS SA and ITI SA agreed that ITI SA shall cause its
applicable subsidiary to pay the purchase price for the Shares, as referred to
hereinafter, to SBS;  SBS
and ITI are the applicable subsidiaries, as mentioned in section 2.1 of
the SPA;  SBS
and ITI accept the imposed obligation and for that reason SBS and ITI herewith
enter into this present deed of purchase and transfer of shares.  (c)                                              
The shares  SBS is holder of all eighteen thousand one hundred fifty-two (18.152)
ordinary paid up shares in the capital of the Company, together constituting
the entire issued capital held by others than the Company, each with a par
value of one euro (EUR 1,), numbered 1 to 18.152 inclusive, (the Shares).  (d)                                              
Preceding acquisition  SBS acquired the Shares by transfer as a result of sale and purchase
executed by deed on the sixth day of March two thousand and two before
J.H.M. Carlier, civil-law notary in Amsterdam.  This transfer is acknowledged by the Company in the deed mentioned
above.  (e)                                              
Purchase and transfer  SBS hereby sells and transfers the Shares to ITI, who hereby buys and accepts
the Shares from SBS.  (f)                                              
Purchase price  The purchase price amounts to one hundred thirty-one million five
hundred sixty-one thousand three hundred euro (EUR 131,561,300.-) (the Purchase Price).  SBS has received the Purchase Price by payment on a third party account
with Stibbe Derdengelden Notariaat, for which ITI is granted acquittance.  (g)                                              
Guarantees  Article 1.  20 
   SBS grants the following guarantees in respect to the Shares to ITI: a.SBS did not grant rights to purchase or
otherwise acquire shares in the capital of the Company but to ITI; b.the Shares have not been encumbered with an
attachment, usufruct or pledge nor have depositary receipts for the Shares been
issued with the Companys concurrence; c.no resolutions to make any distributions
out of the equity (vermogen) of the Company have been
adopted,which have not been carried out.  (h)                                              
Account and risk  Article 2. The Shares and all rights attached thereto including any distributions
made by the Company on the Shares will from now on be for the account and risk
of ITI. (i)                                              
Dissolution, conditions subsequent and precedent  Article 3.  SBS and ITI waive the right to request the dissolution of the agreement
concluded in the present deed.  SBS and ITI have not agreed on any conditions subsequent (ontbindende
voorwaarden)in respect of the transfer of Shares provided herein.  (j)The conditions precedent (opschortende voorwaarden) as
agreed upon in the SPA between SBS SA and ITI SA in respect of the transfer of
the Shares provided herein have been fully satisfied and/or waived on or prior
to the day and time of this deed.  Share Purchase Agreement All rights and obligations of SBS and ITI arising from this deed of
purchase and transfer of shares are notwithstanding the rights and obligations
of SBS SA and ITI SA arising from the SPA. (k)                                              
Provisions restricting free transferability  As SBS is holder of all issued shares held by others than the Company
in the capital of the Company, the right of first refusal as referred to in the
articles of association does not apply. Regulation Board of the Royal Notarial Regulatory Body
(Verordening
Koninklijke Notariële Beroepsorganisatie) ITI declares that it is aware of the fact that Cornelia Holdinga,
civil-law notary in Amsterdam, is one of the partners of the law firm of Stibbe
in Amsterdam, which acts as the external legal advisor of SBS. With reference to the provisions of articles 19, 20, 21 and 22 of the
Code of Conduct (Verordening Beroeps- en Gedragsregels) as determined by the
Board of the Royal Notarial  21 
   Regulatory Body (Koninklijke Notariële Beroepsorganisatie),
the ITI explicitly declares that it consents to the fact that SBS will be
assisted by Stibbe in all cases connected with this deed and all potential
conflicts arising therefrom.  (l)                                              
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
person. The appearing person 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 person and myself, civil-law notary. (Signed):
K. van der Meer, C. Holdinga.  22 
   PURCHASE AND TRANSFER OF SHARES in the capital of: Strateurop International B.V. Dated 2 December 2003.  23 
   Exhibit 4 to Share Purchase Agreement  INTERNATIONAL TRADING AND INVESTMENTS HOLDINGS
S.A. LUXEMBOURG  Certificate  Romano Fanconi, Corporate Secretary of International Trading and
Investments Holdings S.A. Luxembourg, a corporation organized under the laws of
Luxembourg (ITI), pursuant to Section 5.1 (c) of the Share Purchase
Agreement, dated as of September 12, 2003 (the Agreement) by and
between ITI and SBS Broadcasting S.A., a company organized under the laws of
Luxembourg, hereby certifies that:  (i)The
representation and warranties made by ITI in the Agreement were true and
correct when made and are true and correct on the date hereof as though made on
and as of this date (except that representations and warranties that are made
as of a specific date need be true only of such date).  (2)ITI and its
Subsidiaries have performed and complied in all material respects with all
agreements, obligations and conditions required by the Agreement or the
Termination Agreement to be performed or complied with by ITI and/or its
Subsidiaries at or before the date hereof.  IN WITNESS WHEREOF, the undersigned has
hereunto signed his name.  Date:  November 11, 2003By:
  /s/ Romano FanconiTitle:
  Corporate Secretary ofInternational Trading andInvestments Holdings S.A.,Luxembourg   24 
   EXHIBIT 5 TO THE SHARE PURCHASE
AGREEMENT  ELVINGER, HOSS & PRUSSEN AVOCATS A LA COUR  ANDRE ELVINGER
  2, Place Winston
  Churchill
  Tél.(352) 44
  66 440JEAN HOSS
  B.P. 425YVES PRUSSEN
  L-2014 Luxembourg
  Fax (352) 44 22 55JACQUES ELVINGERMARC ELVINGERPHILIPPE HOSSMARTINE ELVINGERPIT RECKINGERMANOU HOSS
  SBS BROADCASTING SAPATRICK REUTER
  8-10 , rue Mathias HardtPIERRE ELVINGER
  LuxembourgGAST JUNCKERPATRICK SANTERJEROME WIGNYMYRIAM PIERRATFRANZ FAYOT
  cc:   ITI Holdings S.A.
  398, route dESch
  L-1470 LuxembourgTOINON HOSS   [Draft (6) 030912]
  Agreed Form of EHP Luxemburg law opinionLuxembourg
  2003O/Ref.
  :
  
  JH/TH/Re :
  
  Share
  Purchase Agreement between SBS Broadcasting S.A. and International Trading
  and Investments Holdings S.A. Luxembourg in relation to 100%of the shares of
  Strateurop International B.V.  Dear Sirs,  1. We refer to, and have examined, copies of the following documents:  (i)a
[emailed/faxed executed] copy of the Share Purchase Agreement between SBS
Broadcasting S.A. (SBS) and International Trading and Investments
Holdings S.A. (the Company) [and []], relating to the sale and
purchase of shares in Strateurop International BV (the Share Purchase
Agreement);  (ii)a
[emailed/faxed executed] copy of the Termination Agreement dated [] between the
Company, SBS, [and each of the Parties] listed on the signature pages thereto
(the Termination Agreement);  (iii)the
articles of incorporation dated 5th March 2002 of the Company;  25 
   (iv)a
[faxed] copy of [an extract dated [] of ] a resolution of the board of
directors of the Company dated [] (the Resolution); and  (v)originals
or copies certified or otherwise identified to us to our satisfaction or such
other documents and corporate and public records as we have deemed necessary or
appropriate as a basis for this opinion. We have not examined any other documents
which may have been referred to in the Documents unless listed herein, and/or
entered into in relation to the transactions contemplated by, the Documents set
out above.  All documents referred to above
under (i) to (v) are referred to as the Documents and the Documents
referred to under (i) to (ii) are referred to as the Transaction Documents).  Parties shall mean all parties to any one of the Documents and
Other Parties means all parties to any one the Documents other than
the Company.  Words and expressions defined in the Documents shall, unless otherwise
defined herein, have the same meaning when used in this opinion.  2. We express no opinion herein
with regard to any system of law other than the laws of Luxembourg as currently
applied by the Luxembourg courts.  We
also express no opinion as to whether or not a foreign court (applying its own
conflict of law rules) will act in accordance with the parties agreement as to
jurisdiction and/or choice of law. We neither express nor imply any view or
opinion on and/or in respect of the laws of any jurisdiction other than
Luxembourg, and have made no investigation of any other law which may be
relevant to any of the documents submitted to us or the opinions herein
contained and the opinions expressed herein are subject to the effect of such
laws.  3. This opinion relates only to the laws of Luxembourg as they are in
force and are construed at the date hereof and are given on the basis that it
will be governed by, and construed in accordance with the laws of Luxembourg
and assumes:  (i)the
genuineness of all signatures and seals on all documents (including the
Documents) submitted to us originals, the authenticity of all originals and the
completeness and conformity to the originals thereof of all documents submitted
to us as faxed or emailed or by other means copies or specimens and the
conformity of originals to the last drafts and forms reviewed by us;  (ii)that
the Other Parties are duly incorporated or organised and validly existing under
the laws of their respective places of incorporation;  26 
   (iii)the
capacity, power, and legal right and authority of each of the Other Parties to
enter into, to execute and deliver and to perform their respective obligations
under the Documents;  (iv)the
due execution and delivery by each of the Other Parties of the Documents by a
person or persons duly authorised to do so;  (v)that
the execution, delivery and performance by each of the Other Parties of the
Documents to which they are a party is legal, valid and binding on them under
the laws of their place of incorporation, organisation or residence
respectively and under all other applicable laws and have been and remain duly
approved and authorised by all necessary governmental, corporate and other
action in accordance with their respective constitutive documents, the laws of
their respective places of incorporation, organisation or residence
respectively and such other applicable laws;  (vi)that
all authorisations and consents of or notification to, any authority or agency
of any country other than Luxembourg which may be required in connection with
the execution, delivery, and performance of the Transaction Documents have been
duly obtained or duly made;  (vii)that
all obligations under the Documents are valid, legally binding upon and
enforceable against the Other Parties as a matter of all relevant laws most
notably the expressed governing law is valid as a matter of the governing law;
and that there is no provision of the laws of any jurisdiction (except
Luxembourg) that would have a bearing on the foregoing;  (viii)that
all obligations under the Documents are valid, legally binding upon and
enforceable against the Company as a matter of all relevant laws (except
Luxembourg law) most notably the expressed governing law is valid as a matter
of the governing law; and that there is no provision of the laws of any
jurisdiction (except Luxembourg) that would have a bearing on the foregoing;  (ix)that
all conditions precedent, representations, warranties and covenants (whether
imposed by any law (except Luxembourg law) or contractually) to the Transaction
Documents have been complied with (or waived) (except that we are not assuming
the correctness of any representation or warrants relating to the matters
covered by this opinion);  (x)that
the Company has not passed a resolution for its winding-up which would not have
been published as required by Luxembourg law and no proceedings have been
instituted or steps taken for the winding-up for the Company; which would not
have been enrolled with the Luxembourg court;  27 
   (xi)that
no proceedings have been instituted or injunction granted against the Company
to restrain it from performing any of its obligations under the Documents;  (xii)that
none of the Other Parties to the Documents has passed a voluntary winding-up
resolution, that no petition has been presented or order made by a court or any
other competent authority for the winding-up, dissolution, administration,
bankruptcy or for the submission of any such person to the procedures of bankruptcy
(where relevant), controlled management or receivership or any analogous
proceedings and no analogous proceedings under the law of its place of
establishment or incorporation, as the case may be, or where it carries on its
business, have been taken in relation to it and no receiver, manager, trustee
or similar officer has been appointed in relation to it or any of its
respective assets or revenues;  (xiii)that
the Resolution [was taken at a board of directors meeting of the Company which
was duly held and was duly passed](1) and has not been amended or rescinded and
is in full force and effect;  (xiv)that
the terms used in the Documents carrying the meaning ascribed to them in
vernacular English;  (xv)that
all documents, forms and notices which should have been deposited at the
companies registrar at the district court of Luxembourg on behalf of or
relating to the Company have been deposited and the files of records maintained
at the Companys registrar at the district court of Luxembourg concerning the
Company for public inspection are complete, accurate and up-to date;  (xvi)that
the Transaction Documents accurately record the whole of the terms agreed
between the Parties thereto, and they have not been varied or any obligation of
any Party thereto waived and that the terms of the Documents are and will be
strictly observed and performed by the Parties thereto;  (xvii)that
there is no other agreement, undertaking, representation or warranty (oral or
written) and no other arrangement (whether legally binding or not) between all
or any of the parties or any other matter which renders such information
inaccurate, incomplete or misleading or which effects the conclusions stated in
this opinion; and  
 (1) 
To be deleted if full board minutes (instead of extract) are received  28 
   (xviii)the
binding effect of the Documents on the parties is not affected by duress, undue
influence or mistake and none of the Documents has been entered into by any
party in connection with money laundering or any other unlawful activity.  4. Based on the Documents, the assumptions above and subject to the
reservations hereafter and to any matters not disclosed to us (other than
matters with respect to Luxembourg law), we are of the opinion that:  (i)The
Company is a company duly organised and validly existing under the laws of
Luxembourg;  We have enquired on  [] 2003 at [], with the Greffe de la 2e section du Tribunal  dArrondissement
de et à Luxembourg as to whether bankruptcy proceedings against the
Company have been filed with the court in Luxembourg. The person to whom we
spoke orally confirmed that to her knowledge no such procedure had been filed
to the  [], 2003 or was currently
pending before the court. It should be noted that we can however not opine
thereon and as to whether a writ has been served on the Company but had not yet
been enrolled with the Luxembourg court.  (ii)The
Company has the power to enter into the Transaction Documents to which it is
stated to be a party and to exercise its rights and perform its obligations
under such Transaction Documents, and has taken all necessary action to
authorise the entry into such Transaction Documents and the exercise of its
rights and performance of its obligations under such Transaction Documents;  (iii)No
authorisation, approval, consent, order, registration (other than as set out in
opinion (viii)) or filing with any authority, agency or court of Luxembourg is
necessary in connection with the execution, delivery, performance, validity and
enforceability of each of the Transaction Documents in accordance with their
respective terms needs to be obtained;  (iv)It
is not necessary under the laws of Luxembourg in order to enable the Other
Parties to enforce their rights under the Transaction Documents by reason of
the execution of the Transaction Documents or by performance by the Other
Parties of their obligations thereunder that the Other Parties be licensed,
qualified or otherwise entitled to carry on business in Luxembourg;  29 
   (v)We
hereby confirm that the execution of the Transaction Documents on behalf of the
Company by Mr Bruno Valsanciacomo and Mr Mariusz Walter constitutes and operates as due execution thereof by
the Company and each of the obligations expressed therein to be assumed by the
Company constitutes a legal, valid and binding obligation on it enforceable
under the laws of Luxembourg in accordance with their terms, it being
understood that the Luxembourg courts may consider that contractual rights and
obligations must under all circumstances be exercised and respectively
performed, in good faith;  (vi)Each
Transaction Document to which the Company is a party is in proper form for its
enforcement in the courts of Luxembourg;  (vii)The
execution and delivery of, the performance by the Company of its obligations
under, and compliance with the provisions of, the Transaction Documents to
which it is a party will not conflict, violate or result in a breach of (i) any
applicable Luxembourg law, statute or regulation or (ii) any provisions of
constitutional documents, or (iii) government or court order applicable to the
Company made known to us by the Company [after enquiry with Romano Fanconi,
corporate secretary of the Company];  (viii)It
is not necessary to ensure that for each Transaction Document to which the
Company is a party to constitute legal, valid, binding and enforceable
obligations of the Company that the Transaction Documents are registered, recorded,
notarised or filed at any Luxembourg public office or elsewhere in Luxembourg
provided however that in the case of an action in front of a Luxembourg court
or use thereof before a Luxembourg agency, the registration of the relevant
Transaction Documents might be ordered in which case ad valoremtaxes with
various rates may apply on obligations recorded therein;  (ix)Except
as set out in opinion (viii) above, no stamp, registration, issue or similar
duties or taxes or governmental fees and charges are payable in Luxembourg in
connection with the execution, delivery and performance of any of the
Transaction Documents;  (x)Neither
the Company nor any of its assets is entitled in Luxembourg to immunity on
grants of sovereignty or otherwise from any legal action or proceeding
(including without limitation, suit, attachment prior to judgement, execution
or other enforcement);  (xi)The
courts of Luxembourg will accept and give effect to the choice of New York law
as the governing law of the Transaction Documents, except insofar as the  30 
   provisions of the applicable foreign law may
conflict with Luxembourg public policy;  (xii)Luxembourg
has ratified the European Convention on international commercial arbitration of
21st April 1961 and the Arrangement relating to the application
of the European Convention on international commercial arbitration of 17th
December 1962. In addition Luxembourg has ratified the New York Convention
on enforcement of foreign arbitral awards of 10th June, 1958 with
the following reservation: The convention shall apply on the basis of
reciprocity of the recognition and enforcement of the sole arbitral awards
rendered on the territory of another contracting state;  Consequently any award rendered on the territory of another contracting
state against the Company with respect to the Transaction Documents may be
enforced in Luxembourg subject to the conditions imposed by such conventions
and arrangement and pursuant to the rules provided for in the Luxembourg Nouveau Code
de Procédure Civile; and  (xiii)None
of the Other Parties (other than SBS) is or will be deemed to be resident,
domiciled carrying on business or subject to taxation, reporting, filing or
registration requirements in Luxembourg by reason only of the negotiation,
preparation, execution, performance, enforcement of and/or receipt of any
payment under any Transaction Documents.  5. The opinions expressed above are subject to the following
reservations:  (i)the binding effect
and validity of the Transaction Documents and their enforceability against the
Company are subject to all limitations by reason of bankruptcy, insolvency,
moratorium, gestion
controlée, general settlement with creditors, reorganisation or
similar laws including application of preference period affecting the rights of
creditors generally;  (ii)the
enforcement of the Transaction Documents and the rights and obligations of the
parties thereto will be subject to the general statutory principles of
Luxembourg law and no opinion is given herein as to the availability of any
specific performance remedy, other than monetary damages for the enforcement of
any obligation of the parties and this opinion should not be taken to imply
that a Luxembourg court will necessarily grant any remedy other than monetary
damages; in particular, orders for specific performance and injunctions might
not be available;  31 
   (iii)the
obligation of the parties to indemnify the other party(ies) in relation to
fines or penalties imposed on such parties may be considered invalid and
unenforceable in Luxembourg because of the personal character of the fines or
penalties;  (iv)provisions
conferring or imposing a remedy, default interest, a step fee, a break-up fee,
an obligation or penalty consequent upon default may be reduced or increased by
a Luxembourg court, if such pecuniary remedy were construed by the court as
constituting an excessive (or unreasonably low) pecuniary remedy;  (v)where
any obligations are to be performed or observed or are based upon a matter
arising in a jurisdiction outside Luxembourg they may not be enforceable under
Luxembourg law if and to the extent that such performance or observance would
be unlawful, unenforceable, or contrary to public policy under the laws of such
jurisdiction;  (vi)enforcement of the obligations
may be invalidated by reason of fraud or the abusive choice of a foreign law in
order to circumvent the application of the law which would normally have been
applicable without the choice of applicable law in the agreements;  (vii)provisions in any Transaction
Document providing that the terms thereof can only be amended or varied or
provisions thereof can only be waived by an instrument in writing may not be
effective;  (viii)the question whether or not
any provisions of the Transaction Documents which may be invalid on account of
illegality may be severed from the other provisions thereof in order to save
those other provisions would be determined by the Luxembourg courts in their
discretion;  (ix)any obligation to pay a
sum of money expressed in a currency which is not of legal tender in Luxembourg
(a foreign currency) will be enforceable in a currency which is of legal
tender therein, though the monetary judgement may be expressed in a foreign
currency and/or its equivalent in a currency of legal tender at the time of
payment and any loss incurred as a result of currency exchange fluctuations can
be recovered under Luxembourg law subject to decision of the court;  (x)any obligation to
pay interest on interest may not be enforceable under Luxembourg law;  (xi)any certificate or
determination which would by contract be deemed to be conclusive may not be
upheld in a Luxembourg Court and where any party to any Transaction Document is
vested with a discretion or may determine a matter in its opinion,  32 
   Luxembourg law requires that contracts be performed in
good faith and consequently that such discretion be exercised reasonably or
that such opinion be based on reasonable grounds;  (xii)a
court of Luxembourg may refuse to give effect to a purported contractual
obligation to pay costs imposed upon another party in respect of the costs of
any unsuccessful litigation brought against that party before a court of
Luxembourg and a court of Luxembourg may not award by way of costs all of the
expenditure incurred by a successful litigant in proceedings brought before a
court of Luxembourg;  (xiii)claims
may become barred under statutory limitations period rules;  (xiv)claims
may be subject to the rules of set off or counterclaims;  (xv)Luxembourg
law does not allow consolidation of bankruptcies or similar collective
insolvency proceedings between Luxembourg corporate entities unless the assets
of one entity had been commingled with the assets of another entity and have
been used or disposed of by the other entity as if it were such other entitys
assets;  (xvi)a
Luxembourg court may stay proceedings if concurrent proceedings between the
same parties and on the same grounds have been brought in another court of
competent jurisdiction;  (xvii)Luxembourg
courts before whom any documents are produced other than in French or German
may require that it be accompanied by a complete or partial translation into
the French or German language;  (xviii)any
provisions resulting in appointing directly of indirectly a person or entity to
take legal action on behalf of the Luxembourg Company will not be enforceable
before Luxembourg courts pursuant to the rule nul ne plaide par procureur;  (xix)the
right to take concurrent proceedings in court(s) and/or arbitration in one or
more jurisdictions against any of the parties to the Transaction Documents may
be limited in particular by rules on estoppel;  33 
   (xx)for
provisional measures summary proceedings may be initiated before the Luxembourg
courts if the measures to be implemented are to be effective in Luxembourg;  (xxi)under
Luxembourg contract law unforeseeable damages may not be reclaimed under
Luxembourg law;  (xxii)any
provision in the Transaction Documents stating that any rights and obligations
thereunder shall bind successors and assigns of any party thereto may, where
the law does not provide therefor, not be enforceable in Luxembourg in the
absence of any further agreements to that effect with such successors or
assigns;  (xxiii)provisions
providing for the limitation of liability in the case of gross negligence and
wilful misconduct may not be enforceable under Luxembourg law;  (xxiv)no
opinion is given as to the taxation consequences of the transactions
contemplated by the Transaction Documents (or any document in connection
therewith) except as set out in opinion (viii);  (xxv)a
contractual provision allowing for a deemed service of process or notification
of court order may not be recognised by a Luxembourg court;  (xxvi)powers of
attorneys, instructions or authorisations may not be held to be irrevocable; and  (xxvii)the provisions
according to which the determination by an expert will be binding on the
parties is a valid provision, however the courts may not give a effect to such
determination if the expert has in its determination committed a gross error (erreur
grossière).  We undertake no responsibility to notify any addressee of this opinion
of any change in the laws of Luxembourg or their construction, interpretation
or application after the date of this opinion or any change of circumstances
occurring after the date of this opinion affecting the Company which may have
any bearing on this opinion.  In this opinion Luxembourg legal concepts are translated in English
terms and not in their original French terms used in Luxembourg laws. The
concepts concerned may not be  34 
   identical to the concepts described by the same English terms as they
exist under the laws of other jurisdictions. This opinion is subject to
Luxembourg law and may, therefore, only be relied upon under the express
condition that any issues of interpretation or any other issues arising
thereunder be governed by Luxembourg law and subject to the exclusive
jurisdiction of the Luxembourg Courts.  This opinion is strictly limited to the matters stated herein and does
not extend to, and is not to be read as extending by implication to, any other
matters.  This opinion is delivered to you only for your use.  It may not be relied upon by any other person, or used for any other
purpose, or quoted or referred to in any public document, or filed with any
government agency or other person without in any such case, our written
consent.  Very truly Yours.Elvinger, Hoss & PrussenBy:Toinon Hoss  35 
   Exhibit 6 to the Share Purchase Agreement  [FORM OF U.S. LAW OPINION OF HELLER EHRMAN]  ,
2003  SBS Broadcasting S.A. 8-10 rue Mathias Hardt L-1717 Luxembourg  Ladies and Gentlemen:  We have acted as special United States counsel to International Trading
and Investment Holdings S.A. (ITI), a joint stock company organized under the
laws of Luxembourg, TVN Sp. Z o.o. (TVN), a limited liability company
organized under the laws of the Republic of Poland, ITI TV Holdings Sp. Z o.o.
(ITI TV Holdings), a limited liability company organized under the laws of
the Republic of Poland, and 3W Capital Investments S.A. (3W), a joint stock
company organized under the laws of the Republic of Poland (ITI, TVN, ITI TV
Holdings and 3W are referred to herein collectively as the ITI Companies), in
connection with (1) the Share Purchase Agreement dated as of
          September 2003 by
and among ITI and SBS Broadcasting S.A. (SBS) (the Share Purchase
Agreement), and (2) the Termination and Amendment Agreement dated as of
          September 2003 by
and among the ITI Companies, ITI Media Group N.V., JHH Exploitatie Maatschappij
B.V., FFMP Finance Holding B.V., SBS and Strateurop International B.V. (the
Termination Agreement).  The Share Purchase Agreement and the Termination Agreement are referred
to herein collectively as the Transaction Agreements.  This opinion is being delivered to you
pursuant to Section 5.1(d) of the Share Purchase Agreement at the request
of ITI.  Unless otherwise defined
herein, terms which are defined in the Share Purchase Agreement are used herein
as so defined.  I  We have reviewed the Transaction Agreements.  In conducting such review, we have assured (i) the authenticity
of all documents submitted to us as originals, (ii) the conformity to originals
of all documents submitted to us as copies, (iii) that the Transaction
Agreements have been duly executed and delivered by the parties thereto, and
(iv) the legal capacity of all natural persons.  We have also assumed that the Transaction Agreements are the
legal, valid, binding and enforceable obligations of the parties thereto other
than the ITI companies (the Other Parties).  II  We have also assumed the following, without making any inquiry into the
reasonableness or validity thereof:  36 
   A.Each
of the parties to the Transaction Agreements has been duly organized and is
validly existing and in good standing in its jurisdiction of organization, has
all necessary power and authority and has taken all corporate action necessary
to execute and deliver, and perform its obligations under, the Transaction
Agreements.  B.There
are no facts or circumstances relating to any of the parties other than the ITI
Companies that might prevent any other party from enforcing any of the rights
to which our opinion relates.  III  We express no opinion as
to:  (m)Whether
a federal, state or foreign court or other tribunal outside the state of New
York would give effect to the choice of law provisions of the Transaction
Agreements.  (n)Any
securities, tax, anti trust, land use, safety, environmental or hazardous
materials laws, rules or regulations.  (o)The
effect on the ITI Companies obligations and the Other Parties rights under
the Transaction Agreements of laws relating to fraudulent transfers and
fraudulent obligations set forth in Sections 544 and 548 of the United States
Bankruptcy Code and Article 10 of the New York Debtor and Creditor Law.  This opinion is limited to the federal laws of the United States of
America and the laws of the State of New York, and we disclaim any opinion as
to the laws of any other jurisdiction. 
As to matters of Luxembourg law relevant to the opinions expressed
herein, we have relied upon the opinion of Elvinger, Hoss & Prussen dated,
2003 without independently considering the matters stated therein.  As to matters of Polish law relevant to the
opinions expressed herein, we have relied upon the opinion of Altheimer &
Grey dated,
2003 without independently considering the matters stated therein.  We further disclaim any opinion as to any
statute, rule, regulation, ordinance, order or other promulgation of any
regional or local governmental body or as to any related judicial or
administrative decision.  IV  Based on the foregoing, and subject to the qualifications set forth
herein, we are of the opinion that each of the Transaction Agreements
constitutes the legal, valid and binding obligation of each of the ITI
Companies which is a party thereto and is enforceable against each of the ITI
Companies which is a party thereto in accordance with its terms.  The opinion in the preceding paragraph is subject to the qualifications
that the enforceability of the Transaction Agreements may be limited by (a) any
applicable bankruptcy, insolvency, fraudulent conveyance or transfer, equitable
subordination, reorganization, moratorium or similar law and judicial decisions
affecting creditors rights generally, (b) general principles of equity,
including, without limitation, concepts of materiality, reasonableness, good
faith and fair dealing (regardless of whether considered in a proceeding in
equity or a law), (c) the possible judicial application of foreign law or
foreign governmental or judicial action, and (d)  37 
   federal and state securities laws and public policy considerations
limiting rights to indemnity and contribution.  IV  We further advise you that:  A.The
effectiveness of indemnities, rights of contribution, exculpatory provisions,
waivers of the benefits of statutory provisions and non-competition provisions,
if any, may be limited on public policy grounds.  B.The
Other Parties may not invoke penalties for defaults that bear no reasonable
relation to the damage suffered or that would otherwise work a forfeiture.  V  This opinion is rendered to you in connection with the Transaction
Agreements and is solely for your benefit. 
This opinion may not be relied upon by any other person, firm,
corporation or other entity without our prior written consent.  This opinion is expressed as of the date
hereof, and we disclaim any obligation to advise you of any change of law that
occurs, or any facts of which we become aware, after the date of this opinion.  Very truly yours,HELLER EHRMAN WHITE & MCAULIFFE, LLP  38 
   Exhibit 7 to the Share Purchase Agreement   [FORM OF A&G POLISH LAW OPINION]  ,
2003  SBS Broadcasting S.A. 8-10 rue Mathias Hardt BP 39, L-2010 Luxembourg  International Trading and
Investments Holdings S.A Luxembourg 398 route dEsch L-1471 Luxembourg  Ladies and Gentlemen:  We have acted as special Polish
counsel to International Trading and Investments Holdings S.A. Luxembourg
(ITI), a joint stock company organized under the laws of Luxembourg , TVN Sp.
z o.o. (TVN), a limited liability company organized under the laws of the
Republic of Poland, ITI TV Holdings Sp. z o.o. (ITI TV Holdings), a limited
liability company organized under the laws of the Republic of Poland, and 3W
Capital Investments S.A. (3W), a joint stock company organized under the laws
of the Republic of Poland (ITI, TVN, ITI TV Holdings and 3W are referred to
herein collectively as the ITI Companies), in connection with (1) the Share
Purchase Agreement dated as of September    , 2003 by and
between ITI and SBS Broadcasting S.A. (SBS) with TVN as an additional
signatory party (the Share Purchase Agreement), and (2) the Termination
Agreement dated as of September    , 2003 by and among ITI
Companies, ITI Media Group N.V., JHH Exploitatie Maatschappij B.V., FFMP
Finance Holding B.V., SBS and Strateurop International B.V. (the Termination
Agreement).  The Share Purchase Agreement and
the Termination Agreement are referred to herein collectively as the
Transaction Agreements.  This opinion is being delivered
to you pursuant to Section 5.1(d) of the Share Purchase Agreement at the
request of ITI. All capitalized terms, unless otherwise defined herein, shall
have the meaning ascribed to them in the Share Purchase Agreement.  We have reviewed the Transaction
Agreements. In conducting such review, we have assumed (i) the authenticity of
all documents submitted to us as originals, (ii) the conformity to originals of
all documents submitted to us as copies, (iii) that the Transaction Agreements
have been duly executed and delivered by the parties thereto other than ITI
Companies, and (iv) the legal capacity of all natural persons and absence of
any defects of the declarations of will of such natural persons executing the
Transaction Agreements. We have also assumed that the Transaction Agreements
are the legal, valid, binding and enforceable obligations of the parties
thereto other than ITI Companies.  39 
   Based on the foregoing, and
subject to the qualifications set forth herein, we are of the opinion that:  1.Each of TVN, ITI TV Holdings and 3W
is a corporation duly organized, validly existing under the laws of the
Republic of Poland and has all requisite corporate power and authority to
execute, deliver and perform its obligations under the respective Transaction
Agreements to which each of them is a party and to consummate the transactions
contemplated thereby, subject to the fulfilment of certain conditions set forth
in the respective Transaction Agreements.  2.The Transaction Agreements have been
duly authorized, executed and delivered by each of TVN, ITI TV Holdings and 3W.  3.Each of the Transaction Agreements
is a valid and legally binding obligation of each of the ITI Companies that is
a party to such agreement, enforceable against such ITI Company in accordance
with its terms.  4.No notices, reports or other filings
are required to be made by any ITI Company with, nor are any consents,
registrations, approvals, permits or authorizations required to be obtained by
any ITI Company from, any Polish Governmental Entity in connection with the
execution and delivery of the Share Purchase Agreement, and the consummation of
the transactions contemplated thereby, except for notifications (i) to the
Polish National Council Radio and Television Council for informational purposes
of the acquisition of Strateurop Shares, and (ii) to the National Bank of
Poland for statistical purposes of any foreign exchange transactions in which
any ITI Company being a Polish resident shall be engaged in connection with the
transactions contemplated thereby.  5.The execution, delivery and
performance by each of ITI Companies of the Transaction Agreements to which it
is a party does not and the consummation of the transactions contemplated
thereby will not constitute or result in: (A) in the case of TVN, ITI TV
Holdings and 3W, a breach or violation of, or a default under, its organizational
documents, subject to obtaining by TVN of appropriate corporate consents
referred to in Section 3.2(b) of the Share Purchase Agreement; (B) a
breach or violation of, or a default under, the acceleration of any obligations
or the creation of a lien, pledge, security interest or other encumbrance on
the assets of any ITI Company (with or without notice, lapse of time or both)
pursuant to any Contract binding upon any ITI Company, any Law, or any other
governmental or non-governmental permit or license to which any ITI Company is
subject, or (C) any change in the rights or obligations of any party under any
of the Contracts binding upon any ITI Company; except for, with respect to
clause (C) above, the waivers and consents under applicable Contracts that are
required in connection with HYB Offering or any Alternative Financing involving
TVN.  The opinions expressed in
paragraphs 3 and 5 above are subject to the qualifications that the binding
effect and enforceability of the Transaction Agreements may be limited by (a)
any applicable bankruptcy, insolvency, fraudulent conveyance or transfer,
subordination, reorganization, moratorium or similar law and judicial decisions
affecting  40 
   creditors rights generally, (b)
application of general principles of social co-existence, socio-economic
designation of rights and rebus sic stantibus, as provided for in articles 5
and 3571 of the Polish Civil Code, and (c) possible foreign
governmental or judicial action.  We also wish to point out that
provisions of the Transaction Agreements which permit the parties thereto to
take actions or make determinations may be subject to a requirement that such
actions be taken and such determinations be made on a reasonable basis and in
good faith.  We do not herein express any
opinion as to any laws other than the laws of the Republic of Poland as in
force on the date hereof. As to matters of Luxembourg law relevant to the
opinions expressed herein, we have relied upon the opinion of Elvinger, Hoss
& Prussen, dated     , 2003 without independently
considering the matters stated therein.  This opinion is furnished to you
solely for your use in connection with the Transaction Agreements and it may
not be relied upon or used for any other purpose nor provided to any other
person. This opinion is expressed as of the date hereof and we assume no
responsibility to update this opinion after the date hereof.  Very truly yours,For Altheimer & Gray  41 
   Exhibit 8 to Share Purchase
Agreement  SBS BROADCASTING S.A.  Officers Certificate  Erik T. Moe, the General Counsel of SBS Broadcasting S.A., a company
organized under the laws of Luxembourg (SBS), pursuant to Section 5.2
(c) of the Share Purchase Agreement, dated as of September 12, 2003 (the
Agreement), by and between SBS and International Trading and Investments
Holdings S.A. Luxembourg, a company organized under the laws of Luxembourg,
hereby certifies that:  (1)The
representations and warranties made by SBS in the Agreement were true and
correct when made and true and correct on the date hereof as though made on and
as of this date (except that representations and warranties that are made as of
a specific date need be true only as of such date).  (2)SBS
and its Subsidiaries have performed and complied in all material respects with
all agreements, obligations and conditions required by the Agreement or the
Termination Agreement to be performed or complied with by SBS and/or its
Subsidiaries at or before the date hereof.  IN WITNESS WHEREOF, the undersigned has hereunto signed his name.  Date:  November 11, 2003By:
  /s/ Erik T. MoeName:
  Erik T. MoeTitle:
  General Counsel of SBS Broadcasting S.A.  42 
   Exhibit 9 to Share Purchase Agreement  DRAFT 5  A&M 12/09/2003 AGREED FORM OF
OPINION OF ARENDT & MEDERNACH   International Trading and Investments
  Holdings S.A. Luxembourg
  Attn.***
  398, route dEsch
  L-1471 LuxembourgLuxembourg, 7 November 2003O/ref.: 22986.016D
  
  sophie.wagner@arendt-medernach.comY/ref.: -
  
  Tel : (352) 407878-253/-273Fax : (352) 407804-701   Ladies and Gentlemen,  We are lawyers admitted to
practice under the laws of Luxembourg.  This opinion is given to you in
connection with a share purchase agreement dated 12 September 2003 between
SBS Broadcasting S.A. (the Company) and International Trading and
Investments Holdings S.A. Luxembourg (the Purchaser)
relating to the sale and purchase of all the shares of the company Strateurop
International B.V. (the Share PurchaseAgreement) and with a termination agreement
between the Purchaser, ITI Media Group N.V., TVN SP Zo.o., 3W Capital
Investments S.A., JHH Exploitatie Maatschappil B.V., FFMP Finance B.V.,
Strateurop International B.V., ITI TV Holdings Limited, Bank
Przemyslowo-Handlowy PKB S.A., Kredyt Bank S.A. and the Company (the Termination
Agreement) (the Share Purchase Agreement and the Termination
Agreement being together referred to as the Transaction Agreements).  For the purpose of this opinion,
we have examined:  i)A facsimile executed copy of the
Share Purchase Agreement dated 12 September 2003 between SBS Broadcasting
S.A. and International Trading and Investments Holdings S.A. Luxembourg;  ii)A facsimile copy of the Termination
Agreement between International Trading and Investments Holdings S.A.
Luxembourg, ITI Media Group N.V., TVN SP Zo.o., 3W  43 
   Capital
Investments S.A., JHH Exploitatie Maatschappij B.V., FFMP Finance B.V.,
Strateurop International B.V., ITI TV Holdings Limited, Bank
Przemyslowo-Handlowy PKB S.A., Kredyt Bank S.A. and SBS Broadcasting S.A.,
executed on 7 November 2003 by SBS Broadcasting S.A. and Strateurop
International B.V.;  iii)a copy of the consolidated version
of the articles of incorporation of the Company as of 23 September 2003
(the Articles of Incorporation);  iv)an executed copy of the resolution of the board
of directors of the Company passed on 10 September 2003 authorising the
entering into the Transaction Agreements (the Board Minutes);  v)a non-bankruptcy certificate, dated 31
October 2003, issued by the Greffe de la deuxième section du Tribunal
dArrondissement de et à  Luxembourg;  All documents referred to above under (i) to
(v) are referred to as the Documents.  Parties
shall mean all parties to any one of the Documents and Other Parties means all parties to any one
of the Documents other than the Company.  Capitalized terms used but not
otherwise defined herein shall have the meanings ascribed to them in the
Transaction Agreements.  We have assumed:  i)that the Termination Agreement,
examined by us, will be signed by all the Other Parties;  ii)the genuineness of all signatures on
all documents as well as the completeness and conformity to original documents
of all copies and/or other specimen documents submitted to us;  iii)that all consents, approvals,
authorisations, or orders required from any governmental or other regulatory
authorities of any country other than Luxembourg and all other requirements of
any country other than Luxembourg for the legality, validity and enforceability
of the Transaction Agreements have been duly obtained or fulfilled and are and
will remain in full force and effect and that any conditions, other than those
provided by Luxembourg law or the Articles of Incorporation, to which the
Transaction Agreements are subject have been satisfied;  iv)that
the Transaction Agreements constitute the legal, valid, binding and enforceable
obligations of the parties thereto for all purposes of the laws of the state of
New York to which they are expressly made subject.  Subject as mentioned herein, we
are of the following opinion:  44 
   1.The Company is a company duly
incorporated under the laws of the Grand-Duchy of Luxembourg by a notarial deed
dated 24 October 1989 and registered as a Luxembourg société anonyme for an
unlimited duration at the Registre de Commerce et des Sociétés de Luxembourg
under number B 31996 and is validly existing. On 31 October 2003, we
inquired with the Greffe de la 2ème section du Tribunal dArrondissement de et à
Luxembourg as to whether bankruptcy proceedings against the Company
have been filed with the court. On 31 October 2003, theGreffe de
la 2ème section du Tribunal dArrondissement de et à Luxembourg
issued a non-bankruptcy certificate confirming that no notice of appointment of
a receiver (curateur)
has been filed or is currently pending before the court;  2.The Company has the necessary
corporate power under its Articles of Incorporation to execute the Transaction
Agreements and to perform its obligations under the Transaction Agreements;  3.The Company has taken all necessary
corporate action to authorize the entry into and the performance of the
Transaction Agreements;  4.We hereby confirm that the execution
of the Transaction Agreements on behalf of the Company by Erik Moe, Senior Vice
President and general counsel of the Company constitutes and operates as due
execution thereof by the Company and each of the obligations expressed therein
to be assumed by the Company constitutes a legal, valid and binding obligation
of the Company enforceable against the Company in accordance with the terms of
the Transaction Agreements, it being understood that the Luxembourg courts may
consider that contractual rights and obligations must under all circumstances
be exercised and respectively performed in good faith;  5.The
Transaction Agreements when duly executed and delivered by or on behalf of the
Company, are in proper form for their enforcement in the courts of Luxembourg;  6.The execution and delivery of the
Transaction Agreements by the Company and the Companys performance of its
obligations under the Transaction Agreements will not violate, conflict with or
result in a breach of  (i) any
Luxembourg law, rule or regulation applicable to it or (ii) any provision of
its Articles of Incorporation, or (iii) government or court order applicable to
the Company made known to us by the Company after enquiry with Mr. Erik T. Moe;  7.No consent, approval, authorization
or order is required by the Company from any governmental authority in
Luxembourg under the laws of Luxembourg in connection with the execution,
delivery, performance, validity and enforceability of each of the Transaction
Agreements;  8.It is not necessary under the laws
of Luxembourg in order to enable the Other Parties to enforce their rights
under the Transaction Agreements by reason of the execution of the Transaction
Agreements or by performance by the Other Parties of their obligations
thereunder that the Other Parties be licensed, qualified or otherwise entitled
to carry on business in Luxembourg;  45 
   9.It is not necessary or desirable, in
order to ensure the legality, validity and enforceability of the obligations of
the Company under the Transaction Agreements, that the same be filed,
registered, recorded or enrolled with any authority, agency or court of
Luxembourg or that any official action be taken in Luxembourg, or that any
instrument relating thereto be signed, delivered, filed, registered, recorded
or notarised in any public office or elsewhere in Luxembourg provided however
that in the case of an action in front of Luxembourg court or use thereof
before a Luxembourg agency, the registration of the relevant Transaction
Agreements might be ordered in which case ad valorem taxes with various rates may
apply on obligations recorded therein ;  10.No stamp, registration, issue or
similar duties or taxes or governmental fees and charges are payable in
Luxembourg in connection with the execution, delivery and performance of any of
the Transaction Agreements except as set out in opinion (8) above;  11.Neither the Company nor any of its
assets is entitled in Luxembourg to immunity on grants of sovereignty or
otherwise from any legal action or proceeding (including without limitation,
suit, attachment prior to judgment , execution or other enforcement);  12.The choice of the laws of the state
of New York to govern the Transaction Agreements is valid and binding under
Luxembourg law;  13.The submission by the Company to
arbitration under section 8.9 of the Share Purchase Agreement and under
section 5.1 of the Termination Agreement will be valid, binding and
irrevocable according to the New York Convention on the Recognition and
Enforcement of Foreign Arbitral Awards of 1958 (the New York Convention).  Consequently, any award rendered
on the territory of another contracting state against the Company with respect
to the Transaction Agreements may be enforced in Luxembourg subject to the
conditions imposed by the New York Convention and pursuant to the rules
provided for in the Luxembourg Nouveau Code de Procédure Civile.  14.None of the Other Parties other than
the Purchaser is or will be deemed to be resident , domiciled carrying on
business or subject to taxation, reporting, filing or registration requirements
in Luxembourg by reason only of the negotiation, preparation, execution,
performance, enforcement of and/or receipt of any payment under any Transaction
Agreement.  This opinion is subject to the
following reservations:  (i)if the Transaction Agreements were produced
in proceedings before a Luxembourg court, such court may require that all or
part of the Transaction Agreements, or any of the documents or agreements
referred to therein, be translated into French or German and registration of
any such documents exhibited in any court proceedings or before any official
authority (autorité
constituée) in Luxembourg might be ordered, the registration tax
being a fixed rate of 12,- EUR or an ad valorem rate depending on the nature of
the registered document;  46 
   (ii)the
enforcement of the Transaction Agreements and the rights and obligations of the
parties thereto will be subject to the general statutory principles of
Luxembourg law and no opinion is given herein as to the availability of any
specific performance remedy, other than monetary damages for the enforcement of
any obligation of the Company and this opinion should not be taken to imply
that a Luxembourg court will necessarily grant any remedy other than monetary
damages; in particular, orders for specific performance and injunctions might
not be available;  (iii)where
any obligations are to be performed or observed or are based upon a matter
arising in a jurisdiction outside Luxembourg they may not be enforceable under
Luxembourg law if and to the extent that such performance or observance would
be unlawful, unenforceable, or contrary to public policy under the laws of such
jurisdiction;  (iv)whilst,
in the event of any proceedings being brought in a Luxembourg court in respect
of a monetary obligation expressed to be payable in a currency other than Euro,
a Luxembourg court would have power to give judgment expressed as an order to
pay in a currency other than Euro; however, enforcement of the judgment against
the Company in Luxembourg would be available only in Euro and for such purposes
all claims or debts are converted into Euro normally at the prevailing exchange
rate on the date of payment and any loss incurred as a result of currency
exchange fluctuations can be recovered under Luxembourg law, subject to
decision of the court;  (v)any enforcement against the Company
would be subject to insolvency laws affecting creditors generally;  (vi)any
determination or certificates made or given pursuant to the provisions of the
Transaction Agreements which provides for such determination or certificate to
be final, conclusive and/or binding might not necessarily be held under
Luxembourg law to be final, conclusive and/or binding;  (vii)a
contractual provision conferring or imposing a remedy, default interest, a step
fee, a break-up fee, an obligation or penalty consequent upon default may not
be fully enforceable and may be reduced or increased by a Luxembourg court, if
such pecuniary remedy were construed by the court as constituting an excessive
(or unreasonably low) pecuniary remedy;  (viii)any provision in the Transaction
Agreements stating that any rights and obligations shall bind successors and
assigns of any party thereto may not be enforceable in Luxembourg in the
absence of any further agreements to that effect with such successors and
assigns in case such successors and assigns are Luxembourg
individuals/entities;  (ix)a severability clause may be
ineffective if a Luxembourg courts considers that the illegal, invalid or
unenforceable clause was a substantive or material clause;  (x)as
regards jurisdiction, a Luxembourg court may stay or dismiss proceedings if
concurrent proceedings are being brought elsewhere;  47 
   (xi)a foreign jurisdiction clause does
not prevent the parties from initiating legal action before Luxembourg courts
to the extent that summary proceedings (référé)
seeking conservatory or urgent provisional measures are concerned.
Notwithstanding a foreign jurisdiction clause, Luxembourg courts would have in
principle jurisdiction for any conservatory or provisional action in connection
with assets located in Luxembourg and such action would most likely be governed
by Luxembourg law;  (xii)actions
in Luxembourg must be brought exclusively in the name of the principal, not of
the agent of the principal;  (xiii)provisions
providing for the limitation of liability in the case of gross negligence and
willful misconduct may not be enforceable under Luxembourg law;  (xiv)no opinion is given as to the
taxation consequences of the transaction contemplated by the Transaction
Agreements (or any document in connection therewith) except as set out in
opinion (8).  In this opinion Luxembourg legal
concepts are expressed in English terms and not in their original French terms
used in Luxembourg laws. The concepts concerned may not be identical to the
concepts described by the same English terms as they exist under the laws of
other jurisdictions. This opinion may, therefore, only be relied upon under the
express condition that any issues of interpretation arising thereunder be
governed by Luxembourg law and be brought before a court in Luxembourg.  This opinion is addressed to the
addressees solely for their benefit and on whose behalf they are acting and
solely for the purpose of the Transaction Agreements. It is not to be
transmitted to any other person nor is it to be relied upon by any other person
(other than their legal adviser(s)) verified or for any other purpose quoted or
referred to in any public document or filed with any governmental agency or
other person without our consent. This opinion is strictly limited to the
matters stated herein and does not extend to, and is not to be read as
extending by implication to, any agreement or document referred to in the
Transaction Agreements or otherwise.  This opinion is limited to Luxembourg law of general application at the
date of this opinion as currently applied by the Luxembourg courts, and is
given on the basis that it will be governed by and construed in accordance with
Luxembourg law. We have made no investigation of, and do not express or imply
any views on, the laws of any country other than Luxembourg. Luxembourg courts
have exclusive jurisdiction with respect to this opinion.  Yours
  faithfully,Arendt
  & MedernachBy
  Sophie Wagner-Chartier  48 
   Exhibit 10 to the Share Purchase Agreement  [Form of
Opinion of Erik T. Moe]   [], 2003  International Trading and Investments Holdings S.A. 398 Route dEsch 1471 Luxembourg  Dear Sirs:  In connection with the purchase by International Trading and
Investments Holdings S.A., a company organized under the laws of Luxembourg
(ITI), pursuant to the Share Purchase Agreement, dated as of
September 12, 2003 (the Share Purchase Agreement), by and between ITI
and SBS Broadcasting S.A., a company organized under the laws of Luxembourg
(SBS), of all the outstanding shares of Strateurop International B.V., a
company organized under the laws of The Netherlands, and the other transactions
contemplated by the Share Purchase Agreement to occur on the Closing Date
(capitalized terms used but not defined herein having the same meanings
assigned to them in the Share Purchase Agreement), in my capacity as General
Counsel of SBS, I have examined such corporate records, certificates and other
documents, and such questions of law, as I have considered necessary or
appropriate for the purpose of this opinion. 
Upon the basis of such examination, it is my opinion that the Share
Purchase Agreement and the Termination Agreement constitute valid and legally
binding obligations of the SBS Parties party thereto enforceable against the
SBS Parties party thereto in accordance with their terms, subject to
bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and
similar laws of general applicability relating to or affecting creditors
rights, to general equity principles and to federal and state securities laws
and public policy considerations limiting rights to indemnity and contribution.  As contemplated by the qualifications set forth in preceding paragraph,
in rendering the foregoing opinion, I am expressing no opinion as to Federal or
state laws relating to fraudulent transfers.  The foregoing opinion is limited to the Federal laws of the United
States and the laws of the State of New York, and I am expressing no opinion as
to the effect of the laws of any other jurisdiction.  With respect to all matters of Luxembourg law, I have, with your
approval, relied on the opinion, dated the date hereof, of Arendt &
Medernach, delivered to you pursuant to Section 5.2 of the Share Purchase
Agreement, and my opinion is subject to the same  49 
   assumptions, qualifications and limitations with respect to such
matters as are contained in such opinion.  With your approval, I have relied as to certain matters on information
obtained from public officials and other sources believed by me to be
responsible, and I have assumed that the Share Purchase Agreement and the
Termination Agreement have been duly authorized, executed and delivered by each
party thereto and that the signatures on all documents examined by me are
genuine, assumptions I have not independently verified.  This opinion is furnished to you in my capacity as General Counsel of
SBS and is solely for your benefit and may not be disclosed to, or relied upon,
any third party without my prior written consent.  Very truly yours,  50 
   Exhibit 11 to the Share purchase Agreement  TVN Annual Budgetfor Fiscal Year 2003  51 
   Income
Statement (000 PLN) / Rachunek zysków i strat  TVN Consolidated
  
  FY 03 B
  
  FY 02 LE
  
  FY 02 B
  
  FY 01 ARevenue / Przychody
  
  558,645
  
  549,548
  
  544,728
  
  467,719(% to sales) / (%sprzedaśży)
  
  100
  %
  100
  %
  100
  %
  100
  %(% change) / (%zmiana)
  
  2
  %
  1
  %
  16
  %Direct Costs / Koszty bezpośrednie
  
  295,509
  
  313,147
  
  306,645
  
  290,617(% to sales) / (%sprzedaży)
  
  53
  %
  57
  %
  56
  %
  62
  %(% change) / (%zmiana)
  
  -6
  %
  2
  %
  6
  %Operating income / Zysk brutto
  ze sprzedaży
  
  263,136
  
  236,401
  
  238,082
  
  177,102(% to sales) / (%sprzedaży)
  
  47
  %
  43
  %
  44
  %
  38
  %(% change) / (%zmiana)
  
  11
  %
  -1
  %
  34
  %SG&A / Koszty administracji
  i ogólnego zarządu
  
  103,066
  
  76,480
  
  83,003
  
  98,558(% to sales) / (%sprzedaży)
  
  18
  %
  14
  %
  15
  %
  21
  %(% change) / (%zmiana)
  
  35
  %
  -8
  %
  -16
  %Other
  operating costs (income), net/ Pozostale koszty (przychody) operacyjne, netto
  
  60
  
  (442
  )
  
  
  (12,669
  )EBITDA
  
  160,009
  
  160,363
  
  155,079
  
  91,213(% to sales) / (%sprzedaży)
  
  29
  %
  29
  %
  28
  %
  20
  %(% change) / (%zmiana)
  
  0
  %
  3
  %
  70
  %Depreciation & Amortisation
  / Amortyzacja
  
  28,844
  
  36,279
  
  38,684
  
  45,937(% to sales) / (%sprzedaży)
  
  5
  %
  7
  %
  7
  %
  10
  %(% change) / (%zmiana)
  
  -20
  %
  -6
  %
  -16
  %Finance
  costs (income), Net / Koszty (przychody) finansowe, netto
  
  13,288
  
  33,141
  
  27,949
  
  2,077PBT / Zysk przed opodatkowaniem
  
  117,878
  
  90,943
  
  88,447
  
  43,199(% to sales) / (%sprzedaży)
  
  21
  %
  17
  %
  16
  %
  9
  %(% change) / (%zmiana)
  
  30
  %
  3
  %
  105
  %TAX / Podatek
  
  31,827
  
  28,642
  
  25,847
  
  14,445Net profit (loss) / Zysk (strata) netto
  
  86,051
  
  62,301
  
  62,599
  
  28,755(% to sales) / (%sprzedaży)
  
  15
  %
  11
  %
  11
  %
  6
  %(% change) / (%zmiana)
  
  38
  %
  0
  %
  118
  %EBITA/SALES
  [%] / EBITA/Sprzedaż [%]
  
  28.6
  %
  29.2
  %
  28.5
  %
  19.5
  %  52 
   Revenue
Statement (000 PLN) / Zestawienie przychodów  TVN Consolidated
  
  FY 03 B
  
  FY 02 LE
  
  FY 02 B
  
  FY 01 ANet revenue from advertising spot sales/ Przychody netto ze
  sprzedaży czasu antenowego
  
  482,377
  
  466,943
  
  466,377
  
  365,119(% of Total Revenue) / (% przychodów razem)
  
  86
  %
  85
  %
  86
  %
  78
  %(% change) / (%zmiana)
  
  3
  %
  0
  %
  28
  %Barter revenue / Przychody barterowe
  
  22,623
  
  21,880
  
  20,340
  
  27,321(% of Total Revenue) / (% przychodów razem)
  
  4
  %
  4
  %
  4
  %
  6
  %(% change) / (%zmiana)
  
  3
  %
  8
  %
  -26
  %Sponsoring
  
  22,935
  
  29,581
  
  30,368
  
  35,833(% of Total Revenue) / (% przychodów razem)
  
  4
  %
  5
  %
  6
  %
  8
  %(% change) / (%zmiana)
  
  -22
  %
  -3
  %
  -15
  %Audiotele/Telecom
  
  17,000
  
  19,050
  
  16,132
  
  16,530(% of Total Revenue) / (% przychodów razem)
  
  3
  %
  3
  %
  3
  %
  4
  %(% change) / (%zmiana)
  
  -11
  %
  18
  %
  -2
  %Teleshopping
  
  5,000
  
  3,709
  
  3,718
  
  1,516(% of Total Revenue) / (% przychodów razem)
  
  1
  %
  1
  %
  1
  %
  0
  %(% change) / (%zmiana)
  
  35
  %
  0
  %
  145
  %Other revenue / Pozostale przychody
  
  8,710
  
  8,386
  
  7,793
  
  21,399(% of Total Revenue) / (% przychodów razem)
  
  2
  %
  2
  %
  1
  %
  5
  %(% change) / (%zmiana)
  
  4
  %
  8
  %
  -64
  %Total revenue / Przychody RAZEM
  
  558,645
  
  549,548
  
  544,728
  
  467,719(% of Total Revenue)
  
  100
  %
  100
  %
  100
  %
  100
  %(% change)
  
  2
  %
  1
  %
  16
  %  53 
   Direct Costs Statement (000 PLN) /
Zestawienie kosztów bezpośrednich  TVN Consolidated
  
  FY 03 B
  
  FY 02 LE
  
  FY 02 B
  
  FY 01 AProgram licences purchased from JHH / Koszty licencji programowych
  (JHH)
  
  
  
  80,410
  
  85,925
  
  78,260(% of Total Direct Costs)/ (% Kosztów bezp. Razem)
  
  0
  %
  26
  %
  28
  %
  27
  %(% change) / (%zmiana)
  
  -100
  %
  -6
  %
  10
  %Dubbing and voice-over
  
  2,375
  
  3,232
  
  4,842
  
  2,636(% of Total Direct Costs)/ (% Kosztów bezp. Razem)
  
  1
  %
  1
  %
  2
  %
  1
  %(% change) / (%zmiana)
  
  -27
  %
  -33
  %
  84
  %Amortisation of programming licences / Amortyzacja biblioteki
  programowej
  
  93,779
  
  27,583
  
  32,890
  
  37,244(% of Total Direct Costs)/ (% Kosztów bezp. Razem)
  
  32
  %
  9
  %
  11
  %
  13
  %(% change) / (%zmiana)
  
  240
  %
  -16
  %
  -12
  %Local production cost / Koszty produkcji lokalnej
  
  120,879
  
  116,203
  
  99,456
  
  83,327(% of Total Direct Costs)/ (% Kosztów bezp. Razem)
  
  41
  %
  37
  %
  32
  %
  29
  %(% change) / (%zmiana)
  
  4
  %
  17
  %
  19
  %Royalties (ZAiKS)
  
  19,148
  
  19,221
  
  19,213
  
  (4,803
  )(% of Total Direct Costs)/ (% Kosztów bezp. Razem)
  
  6
  %
  6
  %
  6
  %
  -2
  %(% change) / (%zmiana)
  
  0
  %
  0
  %
  -500
  %Broadcasting cost / Koszty nadawania i emisji
  
  50,579
  
  59,260
  
  52,894
  
  27,912(% of Total Direct Costs)/ (% Kosztów bezp. Razem)
  
  17
  %
  19
  %
  17
  %
  10
  %(% change) / (%zmiana)
  
  -15
  %
  12
  %
  90
  %Other / Inne
  
  8,750
  
  7,239
  
  11,426
  
  66,041(% of Total Direct Costs)/ (% Kosztów bezp. Razem)
  
  3
  %
  2
  %
  4
  %
  23
  %(% change) / (%zmiana)
  
  21
  %
  -37
  %
  -83
  %Total Direct Costs / Koszty bezpośrednie RAZEM
  
  295,509
  
  313,147
  
  306,645
  
  290,617(% of Total Direct Costs)/ (% Kosztów bezp. Razem)
  
  100
  %
  100
  %
  100
  %
  100
  %(% change) / (%zmiana)
  
  -6
  %
  2
  %
  6
  %  54 
   SG&A Costs
Statement (000 PLN) / Zestawienie kosztów administracji i ogólnego
zarządu  TVN Consolidated
  
  FY 03 B
  
  FY 02 LE
  
  FY 02 B
  
  FY 01 ASalaries / Wynagrodzenia (wraz z ZUS)
  
  35,711
  
  32,581
  
  32,582
  
  40,095(% of Total SG&A Costs) / (% kosztów A&OZ razem)
  
  35
  %
  43
  %
  39
  %
  41
  %(% change) / (%zmiana)
  
  10
  %
  0
  %
  -19
  %Rental and maintenance of buildings / Wynajem i utrzymanie budynków
  
  11,388
  
  9,831
  
  10,430
  
  4,722(% of Total SG&A Costs) / (% kosztów A&OZ razem)
  
  11
  %
  13
  %
  13
  %
  5
  %(% change) / (%zmiana)
  
  16
  %
  -6
  %
  121
  %Marketing and research / Reklama
  
  12,007
  
  11,085
  
  13,589
  
  16,045(% of Total SG&A Costs) / (% kosztów A&OZ razem)
  
  12
  %
  14
  %
  16
  %
  16
  %(% change) / (%zmiana)
  
  8
  %
  -18
  %
  -15
  %Consulting services / Uslugi doradcze
  
  3,558
  
  3,686
  
  6,775
  
  5,783(% of Total SG&A Costs) / (% kosztów A&OZ razem)
  
  3
  %
  5
  %
  8
  %
  6
  %(% change) / (%zmiana)
  
  -3
  %
  -46
  %
  17
  %Telecommunication charges / Telekomunikacja
  
  3,311
  
  3,284
  
  3,925
  
  4,784(% of Total SG&A Costs) / (% kosztów A&OZ razem)
  
  3
  %
  4
  %
  5
  %
  5
  %(% change) / (%zmiana)
  
  1
  %
  -16
  %
  -18
  %Transportation services and automobile expenses / Transport i
  samochody
  
  1,668
  
  1,512
  
  2,275
  
  2,931(% of Total SG&A Costs) / (% kosztów A&OZ razem)
  
  2
  %
  2
  %
  3
  %
  3
  %(% change) / (%zmiana)
  
  10
  %
  -34
  %
  -22
  %Travelling and entertainment / Podróże slużbowe i reprezentacja
  
  2,218
  
  2,340
  
  2,448
  
  2,784(% of Total SG&A Costs) / (% kosztów A&OZ razem)
  
  2
  %
  3
  %
  3
  %
  3
  %(% change) / (%zmiana)
  
  -5
  %
  -4
  %
  -12
  %Training / Szkolenia
  
  618
  
  271
  
  772
  
  615(% of Total SG&A Costs) / (% kosztów A&OZ razem)
  
  1
  %
  0
  %
  1
  %
  1
  %(% change) / (%zmiana)
  
  128
  %
  -65
  %
  26
  %Insurance / Ubezbieczenia
  
  899
  
  991
  
  1,087
  
  1,139(% of Total SG&A Costs) / (% kosztów A&OZ razem)
  
  1
  %
  1
  %
  1
  %
  1
  %(% change) / (%zmiana)
  
  -9
  %
  -9
  %
  -5
  %Office supplies / Materialy biurowe
  
  1,110
  
  1,361
  
  1,449
  
  1,537(% of Total SG&A Costs) / (% kosztów A&OZ razem)
  
  1
  %
  2
  %
  2
  %
  2
  %(% change) / (%zmiana)
  
  -18
  %
  -6
  %
  -6
  %Taxes and charges / Podatki i oplaty
  
  3,665
  
  4,297
  
  3,729
  
  4,488(% of Total SG&A Costs) / (% kosztów A&OZ razem)
  
  4
  %
  6
  %
  4
  %
  5
  %(% change) / (%zmiana)
  
  -15
  %
  15
  %
  -17
  %Management provision / Rezerwa ogólnego zarządu
  
  
  
  0
  
  0
  
  (1,200
  )(% of Total SG&A Costs) / (% kosztów A&OZ razem)
  
  0
  %
  0
  %
  0
  %
  -1
  %(% change) / (%zmiana)
  
  -100
  %
  0
  %
  -100
  %Bad debts written off / Spisane należności
  
  
  
  177
  
  
  
  69(% of Total SG&A Costs) / (% kosztów A&OZ razem)
  
  0
  %
  0
  %
  0
  %
  0
  %(% change) / (%zmiana)
  
  -100
  %
  0
  %
  -100
  %Doubtful debts provided for / Rezerwa na nieściągalne należności
  
  1,000
  
  2,977
  
  2,576
  
  3,534(% of Total SG&A Costs) / (% kosztów A&OZ razem)
  
  1
  %
  4
  %
  3
  %
  4
  %(% change) / (%zmiana)
  
  -66
  %
  16
  %
  -27
  %Payables written off / Odpisane zobowiązania
  
  
  
  
  
  
  
  (2
  )(% of Total SG&A Costs) / (% kosztów A&OZ razem)
  
  0
  %
  0
  %
  0
  %
  0
  %(% change) / (%zmiana)
  
  0
  %
  0
  %
  -100
  %Other / Pozostale
  
  25,912
  
  2,087
  
  1,365
  
  11,233(% of Total SG&A Costs) / (% kosztów A&OZ razem)
  
  25
  %
  3
  %
  2
  %
  11
  %(% change) / (%zmiana)
  
  1142
  %
  53
  %
  -88
  %Total SG&A / Koszty administracji i ogólnego zarządu RAZEM
  
  103,066
  
  76,480
  
  83,003
  
  98,558(% of Total SG&A Costs) / (% kosztów A&OZ razem)
  
  100
  %
  100
  %
  100
  %
  100
  %(% change) / (%zmiana)
  
  35
  %
  -8
  %
  -16
  %  55 
   Balance Sheet
(000 PLN) / Bilans  TVN Consolidated
  
  FY 03 B
  
  FY 02 LE
  
  FY 02 B
  
  FY 01 AProperty, plant and
  equipment/Rzeczowy majątek trwaly
  
  80,735
  
  59,546
  
  54,053
  
  69,936Intangible assets/Wartości
  niematerialne i prawne
  
  23,709
  
  21,212
  
  23,285
  
  27,806Non-current program
  rights/Licencje programowe
  
  61,708
  
  33,010
  
  45,741
  
  25,709Long-term
  investments/Majątek finansowy
  
  12,014
  
  11,388
  
  10,966
  
  10,968Non-current receivables/ Należności dlugoterminowe
  
  31,844
  
  30,908
  
  
  
  Non-current assets/Majątek
  trwaly
  
  210,009
  
  156,065
  
  134,046
  
  134,419Current program rights/Licencje
  programowe
  
  67,643
  
  72,843
  
  18,000
  
  20,501Current capitalised local
  production cost/Kapitalizacja produkcji lokalnej
  
  17,075
  
  16,118
  
  11,036
  
  7,711Trade
  receivables/Należności handlowe
  
  89,833
  
  70,463
  
  83,069
  
  76,433Barter
  receivables/Należności barterowe
  
  2,474
  
  0
  
  1,402
  
  14,579Other
  receivables/Należności pozostale
  
  25,249
  
  67,703
  
  29,340
  
  43,645Cash and cash
  equivalents/Środki pieniężne
  
  43,849
  
  8,711
  
  100,609
  
  24,825Current assets/Majątek
  obrotowy
  
  246,123
  
  235,838
  
  243,457
  
  187,694TOTAL ASSETS/SUMA AKTYWÓW
  
  456,132
  
  391,902
  
  377,502
  
  322,113Equity/Kapital wlasny
  
  132,243
  
  42,529
  
  52,532
  
  (24,424
  )Long-term borrowings/Kredyty
  dlugoterminowe
  
  147,463
  
  208,074
  
  49,784
  
  73,498Related party
  borrowings/Pożyczki od stron powiązanych
  
  
  
  
  
  145,584
  
  133,552Trade payables/Zobowiązania
  handlowe
  
  81,419
  
  65,472
  
  71,338
  
  57,699Barter
  payables/Zobowiązania barterowe
  
  1,939
  
  1,146
  
  636
  
  3,217Related party
  payables/Zobowiązania wobec stron powiązanych
  
  3,246
  
  13,038
  
  
  
  12,898Overdrafts and short term
  loans/Kredyty handlowe
  
  49,154
  
  9,737
  
  39,827
  
  33,014Provisions for liabilities and
  charges/Rezerwy
  
  1,746
  
  3,430
  
  1,915
  
  1,942State payables/Zobowiązania
  z tytulu cel, podatków ...
  
  4,664
  
  4,501
  
  
  
  9,195Other short-term liabilities and
  accruals/Pozostale zobowiązania krótkoterminowe
  
  34,258
  
  43,975
  
  15,887
  
  21,521Current
  payables/Zobowiązania krótkoterminowe i fundusze specjalne
  
  176,426
  
  141,299
  
  129,602
  
  139,487TOTAL LIABILITIES/SUMA PASYWÓW
  
  456,132
  
  391,902
  
  377,502
  
  322,113  56 
   Cash Flow
Statement  (000 PLN) / Sprawozdanie z
przeplywu środków pieniężnych  TVN Consolidated /Sprawozdanie z
  przeplywu środków pieniężnych
  
  FY 03 B
  
  FY 02 LE
  
  FY 02 B
  
  FY 01 AOperating activities / DzialalnośćoperacyjnaCash (used in)/generated from
  operations / Środki pieniężne z dzialalności operacyjnej
  
  87,477
  
  74,734
  
  125,909
  
  69,241Interest received / Odsetki otrzymane
  
  
  
  
  
  421
  
  4,457Interest paid / Odsetki zaplacone
  
  (7,434
  )
  
  
  (28,339
  )
  (28,600
  )Tax (paid)/received / Podatek zaplacony
  
  (1,341
  )
  (44,670
  )
  (29,814
  )
  (6,859
  )Net cash used in operating
  activities / Środki pieniężne netto z dzialaności operacyjnej
  
  78,703
  
  30,064
  
  68,178
  
  38,239Investing activities / DzialalnośćinwestycyjnaPayments to acquire property, plant and equipment / Nabycie
  majątku trwalego
  
  (33,388
  )
  (11,983
  )
  (13,006
  )
  (45,596
  )Proceeds from disposal of property, plant and equipment/ Sprzedaż
  skladników majątku trwalego
  
  
  
  
  
  
  
  1,059Payments to acquire intangible assets / Nabycie wartości
  niematerialnych i prawnych
  
  (41,348
  )
  (11,943
  )
  (7,931
  )
  (9,367
  )Payments to acquire long-term investments /
  
  
  
  
  
  Payments to acquire subsidiary, net of cash acquired / Nabycie akcji i
  udzialów w jednostkach zależnychNet cash inflow/outflow from
  investing activities / Środki pieniężne netto z
  dzialalności inwestycyjnej
  
  (74,736
  )
  (23,926
  )
  (20,936
  )
  (53,904
  )Financing activities / DzialalnośćfinansowaProceeds received from short term loans / Zaciągnięcie
  krótkoterminowych kredytów bankowych
  
  
  
  
  
  Proceeds received from long term loans / Zaciągnięcie
  dlugoterminowych kredytów bankowych
  
  (45,208
  )
  134,576
  
  Payments made on short term loans / Splata krótkoterminowych kredytów
  bankowych
  
  39,417
  
  (23,276
  )
  Payments made on long term loans / Splata dlugoterminowych kredytów
  bankowych
  
  
  
  
  
  (39,827
  )
  (25,025
  )Proceeds from related party borrowings/ Zaciągnięcie
  dlugoterminowych pożyczek
  
  
  
  
  
  
  
  59,845Payments made on related party borrowings/ Splata dlugoterminowych
  pożyczek
  
  
  
  (133,552
  )
  
  
  (6,977
  )Proceeds from share capital issue / Przychody ze zwiększenia
  kapitaluNet cash inflow/outflow from
  financing activities / Środki pieniężne netto z
  dzialaności finansowej
  
  (5,790
  )
  (22,252
  )
  (39,827
  )
  27,843Cash increase/(decrease) /
  Zmiana stanu środków pieniężnych netto
  
  (1,824
  )
  (16,114
  )
  7,415
  
  12,178  
 * 
some estimated disclosures / niektóre wartości estymowane  57 
  TVN
consolidated Income Statement  TVN
  
  0301
  
  0302
  
  0303
  
  0304
  
  0305
  
  0306
  
  0307
  
  0308
  
  0309
  
  0310
  
  0311
  
  0312BU
  
  BU
  
  BU
  
  BU
  
  BU
  
  BU
  
  BU
  
  BU
  
  BU
  
  BU
  
  BU
  
  BUIncome statementRevenue
  
  36,180,140
  
  38,943,981
  
  56,559,692
  
  53,732,643
  
  51,646,386
  
  40,615,144
  
  26,731,541
  
  27,270,257
  
  45,738,609
  
  60,772,106
  
  64,754,880
  
  46,989,643Net revenue from advertising spot sales
  
  32,270,545
  
  34,671,246
  
  50,242,060
  
  47,268,919
  
  44,305,947
  
  35,106,237
  
  23,147,082
  
  23,633,030
  
  39,049,018
  
  53,695,564
  
  57,499,981
  
  41,487,200Barter revenue
  
  1,513,010
  
  1,626,152
  
  2,356,048
  
  2,217,139
  
  2,078,159
  
  1,646,626
  
  1,084,458
  
  1,107,228
  
  1,832,310
  
  2,519,260
  
  2,697,619
  
  1,945,162Sponsoring
  
  563,251
  
  813,251
  
  2,128,250
  
  2,413,251
  
  3,428,948
  
  2,028,947
  
  666,667
  
  696,667
  
  3,023,947
  
  2,723,948
  
  2,723,948
  
  1,723,947Audiotele
  
  1,416,667
  
  1,416,666
  
  1,416,667
  
  1,416,667
  
  1,416,666
  
  1,416,667
  
  1,416,667
  
  1,416,666
  
  1,416,667
  
  1,416,667
  
  1,416,666
  
  1,416,667Teleshopping
  
  416,667
  
  416,666
  
  416,667
  
  416,667
  
  416,666
  
  416,667
  
  416,667
  
  416,666
  
  416,667
  
  416,667
  
  416,666
  
  416,667Revenue from cable operators
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  Other revenue
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  Revenue from related parties
  
  618,963
  
  634,492
  
  842,272
  
  939,622
  
  880,212
  
  817,091
  
  444,324
  
  445,128
  
  734,753
  
  789,806
  
  806,110
  
  757,107Revenue from ITI Group
  
  618,963
  
  634,492
  
  842,272
  
  939,622
  
  880,212
  
  817,091
  
  444,324
  
  445,128
  
  734,753
  
  789,806
  
  806,110
  
  757,107ITI Cinema
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  Tenbit
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  Endemol Neovision
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  Other
  
  618,963
  
  634,492
  
  842,272
  
  939,622
  
  880,212
  
  817,091
  
  444,324
  
  445,128
  
  734,753
  
  789,806
  
  806,110
  
  757,107Total revenue
  
  36,799,103
  
  39,578,473
  
  57,401,964
  
  54,672,265
  
  52,526,598
  
  41,432,235
  
  27,175,865
  
  27,715,385
  
  46,473,362
  
  61,561,912
  
  65,560,990
  
  47,746,750Operating costs
  
  21,580,067
  
  20,450,739
  
  29,543,068
  
  29,232,202
  
  28,131,507
  
  23,029,904
  
  18,753,045
  
  16,036,793
  
  27,689,243
  
  30,191,393
  
  27,825,697
  
  23,045,439Program licences purchased from JHH
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  Dubbing and voice-over
  
  197,883
  
  197,884
  
  197,883
  
  197,883
  
  197,884
  
  197,883
  
  197,883
  
  197,884
  
  197,883
  
  197,883
  
  197,884
  
  197,883Amortisation of programming licences
  
  7,190,098
  
  6,681,772
  
  8,605,870
  
  9,518,716
  
  8,079,660
  
  7,755,412
  
  7,720,321
  
  6,917,130
  
  6,666,436
  
  9,246,940
  
  7,627,028
  
  7,770,094Local production cost
  
  8,470,891
  
  8,218,738
  
  13,325,760
  
  12,977,174
  
  13,088,437
  
  8,535,551
  
  4,407,692
  
  4,291,006
  
  13,177,493
  
  13,293,107
  
  12,685,521
  
  8,407,634Salaries
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  Wages and salaries
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  Social security costs
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  External production costs
  
  4,402,050
  
  4,199,000
  
  11,970,350
  
  11,621,500
  
  11,719,500
  
  7,125,350
  
  625,000
  
  625,000
  
  11,775,500
  
  11,915,850
  
  11,315,000
  
  7,049,850Prizes
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  News services
  
  1,327,642
  
  1,315,673
  
  1,315,410
  
  1,315,674
  
  1,328,937
  
  1,316,201
  
  1,250,159
  
  1,278,473
  
  1,361,993
  
  1,337,257
  
  1,330,521
  
  1,317,784Amortisation of capitalised
  production cost
  
  2,701,199
  
  2,664,065
  
  
  
  
  
  
  
  54,000
  
  2,492,533
  
  2,347,533
  
  
  
  
  
  
  
  Other program costs
  
  40,000
  
  40,000
  
  40,000
  
  40,000
  
  40,000
  
  40,000
  
  40,000
  
  40,000
  
  40,000
  
  40,000
  
  40,000
  
  40,000Royalties (ZAiKS)
  
  1,434,381
  
  1,190,749
  
  1,963,979
  
  1,866,992
  
  1,794,428
  
  1,416,568
  
  939,781
  
  958,249
  
  1,592,309
  
  2,109,109
  
  2,245,900
  
  1,635,309Broadcasting cost
  
  4,187,418
  
  4,075,104
  
  4,075,574
  
  4,254,969
  
  4,127,936
  
  4,085,857
  
  5,128,981
  
  3,422,757
  
  4,232,005
  
  4,545,371
  
  4,238,808
  
  4,203,963Terrestial transmitters charges
  
  808,344
  
  681,444
  
  681,444
  
  877,625
  
  703,205
  
  703,205
  
  956,466
  
  709,418
  
  709,416
  
  1,001,624
  
  747,372
  
  747,373Satellite charges
  
  3,214,232
  
  3,218,819
  
  3,219,288
  
  3,202,502
  
  3,181,890
  
  3,207,810
  
  3,997,673
  
  2,538,498
  
  3,359,747
  
  3,380,905
  
  3,328,595
  
  3,281,748Other broadcasting cost
  
  164,842
  
  174,841
  
  174,842
  
  174,842
  
  242,841
  
  174,842
  
  174,842
  
  174,841
  
  162,842
  
  162,842
  
  162,841
  
  174,842Costs of special sales
  
  99,396
  
  86,492
  
  1,374,002
  
  416,468
  
  843,162
  
  1,038,633
  
  358,387
  
  249,767
  
  1,823,117
  
  798,983
  
  830,556
  
  830,556Operating income
  
  15,219,036
  
  19,127,734
  
  27,858,896
  
  25,440,063
  
  24,395,091
  
  18,402,331
  
  8,422,820
  
  11,678,592
  
  18,784,119
  
  31,370,519
  
  37,735,293
  
  24,701,311Selling, general and
  administration expenses
  
  9,359,442
  
  7,810,049
  
  12,929,925
  
  8,401,544
  
  7,934,552
  
  7,638,457
  
  7,679,971
  
  7,596,184
  
  9,668,723
  
  8,305,820
  
  7,547,429
  
  8,194,246Salaries
  
  3,073,750
  
  3,013,523
  
  3,013,784
  
  3,007,095
  
  2,952,349
  
  2,933,572
  
  2,915,717
  
  2,915,566
  
  2,893,789
  
  2,897,185
  
  2,863,762
  
  3,231,330Wages and salaries
  
  2,617,720
  
  2,590,234
  
  2,611,556
  
  2,627,051
  
  2,599,301
  
  2,594,756
  
  2,584,710
  
  2,604,194
  
  2,601,260
  
  2,616,516
  
  2,600,343
  
  2,924,919Social security costs
  
  456,030
  
  423,289
  
  402,228
  
  380,044
  
  353,048
  
  338,816
  
  331,007
  
  311,372
  
  292,529
  
  280,669
  
  263,419
  
  306,411Rental and maintenance of buildings
  
  950,298
  
  937,965
  
  937,491
  
  (1,467,714
  )
  324,350
  
  327,600
  
  338,430
  
  5,216,185
  
  985,217
  
  950,892
  
  941,287
  
  945,511Marketing and research
  
  1,455,078
  
  636,092
  
  1,613,806
  
  3,415,910
  
  1,475,720
  
  1,134,607
  
  1,262,817
  
  (3,680,743
  )
  2,021,453
  
  1,158,838
  
  682,953
  
  830,683Consulting services
  
  311,311
  
  302,847
  
  297,261
  
  352,546
  
  272,968
  
  307,840
  
  267,773
  
  297,969
  
  276,717
  
  294,090
  
  247,774
  
  329,264Telecommunication charges
  
  278,800
  
  283,800
  
  284,000
  
  273,800
  
  273,800
  
  273,800
  
  273,800
  
  273,800
  
  273,800
  
  274,000
  
  273,800
  
  273,800Transportation services and automobile expenses
  
  297,745
  
  135,043
  
  129,301
  
  135,009
  
  110,263
  
  122,397
  
  124,858
  
  112,723
  
  124,697
  
  147,072
  
  103,633
  
  124,833Costs relating to disputes with the supplier of TV equipment
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  Travelling and entertainment
  
  185,007
  
  166,960
  
  158,043
  
  242,103
  
  220,528
  
  188,649
  
  157,732
  
  154,711
  
  204,078
  
  224,949
  
  161,827
  
  153,859Training
  
  93,267
  
  40,598
  
  61,012
  
  67,271
  
  34,002
  
  30,594
  
  47,139
  
  41,002
  
  75,153
  
  55,944
  
  44,088
  
  28,230Insurance
  
  74,076
  
  74,077
  
  74,077
  
  75,234
  
  75,235
  
  75,234
  
  75,234
  
  75,235
  
  75,235
  
  75,234
  
  75,235
  
  75,234Office supplies
  
  107,539
  
  81,001
  
  154,777
  
  77,339
  
  75,055
  
  80,750
  
  122,796
  
  80,005
  
  97,654
  
  75,901
  
  76,146
  
  81,227Taxes and charges
  
  292,189
  
  261,294
  
  284,601
  
  345,025
  
  251,199
  
  274,181
  
  237,266
  
  241,799
  
  752,499
  
  272,531
  
  221,115
  
  230,901Provision for VAT
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  Management provision
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  Bad debts written off
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  Doubtful debts provided for
  
  83,333
  
  83,334
  
  83,333
  
  83,333
  
  83,334
  
  83,333
  
  83,333
  
  83,334
  
  83,333
  
  83,333
  
  83,334
  
  83,333Payables written off
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  Other
  
  2,157,049
  
  1,793,515
  
  5,838,439
  
  1,794,593
  
  1,785,749
  
  1,805,900
  
  1,773,076
  
  1,784,598
  
  1,805,098
  
  1,795,851
  
  1,772,475
  
  1,806,041Other operating (income) /
  expense, net
  
  5,000
  
  5,000
  
  5,000
  
  5,000
  
  5,000
  
  5,000
  
  5,000
  
  5,000
  
  5,000
  
  5,000
  
  5,000
  
  5,000Property, plant and equipment payables written off
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  Other, net
  
  5,000
  
  5,000
  
  5,000
  
  5,000
  
  5,000
  
  5,000
  
  5,000
  
  5,000
  
  5,000
  
  5,000
  
  5,000
  
  5,000Operating income / loss prior to
  depreciation (EBITDA)
  
  5,854,594
  
  11,312,685
  
  14,923,971
  
  17,033,519
  
  16,455,539
  
  10,758,874
  
  737,849
  
  4,077,408
  
  9,110,396
  
  23,059,699
  
  30,182,864
  
  16,502,065Depreciation
  
  2,194,906
  
  1,981,437
  
  2,032,119
  
  2,109,177
  
  2,079,586
  
  2,127,080
  
  2,154,519
  
  2,470,320
  
  4,047,158
  
  2,506,814
  
  2,550,791
  
  2,589,756Property, plant and equipment
  
  1,501,538
  
  1,250,478
  
  1,303,511
  
  1,254,597
  
  1,212,529
  
  1,249,900
  
  1,281,960
  
  1,597,123
  
  3,126,854
  
  1,591,897
  
  1,640,072
  
  1,679,202Intangible assets
  
  693,368
  
  730,959
  
  728,608
  
  854,580
  
  867,057
  
  877,180
  
  872,559
  
  873,197
  
  920,304
  
  914,917
  
  910,719
  
  910,554Operating profit / loss
  
  3,659,688
  
  9,331,248
  
  12,891,852
  
  14,924,342
  
  14,375,953
  
  8,631,794
  
  (1,416,670
  )
  1,607,088
  
  5,063,238
  
  20,552,885
  
  27,632,073
  
  13,912,309Finance costs, net
  
  3,180,027
  
  1,826,675
  
  768,022
  
  469,345
  
  (99,794
  )
  1,524,942
  
  1,785,320
  
  2,210,848
  
  3,300,072
  
  958,654
  
  (1,385,674
  )
  (1,250,255
  )Interest income
  
  (154,441
  )
  (108,964
  )
  (132,604
  )
  (130,369
  )
  (128,753
  )
  (139,130
  )
  (145,467
  )
  (151,108
  )
  (165,073
  )
  (151,357
  )
  (120,028
  )
  (118,903
  )Bank charges
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  Interest expense on bank loans
  
  582,498
  
  595,494
  
  589,261
  
  576,469
  
  566,570
  
  611,276
  
  637,341
  
  660,076
  
  720,257
  
  655,221
  
  511,345
  
  504,012Interest expense on related party borrowings
  
  44,483
  
  45,474
  
  45,594
  
  44,610
  
  44,043
  
  
  
  
  
  
  
  
  
  
  
  
  
  Penalty interest for late payments to trade and tax creditors
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  800
  
  (800
  )
  
  
  
  
  Other interest and charges
  
  500
  
  500
  
  500
  
  500
  
  500
  
  500
  
  500
  
  500
  
  500
  
  500
  
  500
  
  500Foreign exchange losses
  
  3,191,168
  
  1,635,521
  
  545,537
  
  (407,859
  )
  (760,947
  )
  1,289,800
  
  1,649,979
  
  2,087,639
  
  3,562,411
  
  701,246
  
  (2,425,649
  )
  (1,740,538
  )Foreign exchange gains
  
  (484,181
  )
  (341,350
  )
  (280,266
  )
  385,994
  
  178,793
  
  (237,504
  )
  (357,033
  )
  (387,059
  )
  (817,223
  )
  (246,956
  )
  648,158
  
  104,674Profit / loss before tax
  
  479,661
  
  7,504,573
  
  12,123,830
  
  14,454,997
  
  14,475,747
  
  7,106,852
  
  (3,201,990
  )
  (603,760
  )
  1,763,166
  
  19,594,231
  
  29,017,747
  
  15,162,564Tax
  
  129,509
  
  2,026,234
  
  3,273,434
  
  3,902,849
  
  3,908,452
  
  1,918,850
  
  (864,537
  )
  (163,015
  )
  476,055
  
  5,290,442
  
  7,834,791
  
  4,093,893Corporate income tax
  
  129,509
  
  2,026,234
  
  3,273,434
  
  3,902,849
  
  3,908,452
  
  1,918,850
  
  (864,537
  )
  (163,015
  )
  476,055
  
  5,290,442
  
  7,834,791
  
  4,093,893Deferred tax
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  Profit / loss after tax before
  minority interest
  
  350,152
  
  5,478,339
  
  8,850,396
  
  10,552,148
  
  10,567,295
  
  5,188,002
  
  (2,337,453
  )
  (440,745
  )
  1,287,111
  
  14,303,789
  
  21,182,956
  
  11,068,671Minority interest
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  Net profit / loss attributable
  to shareholders
  
  350,152
  
  5,478,339
  
  8,850,396
  
  10,552,148
  
  10,567,295
  
  5,188,002
  
  (2,337,453
  )
  (440,745
  )
  1,287,111
  
  14,303,789
  
  21,182,956
  
  11,068,671Number of sharesBasic EPS  58 
   TVN
consolidated Income Statement  TVN
  
  0301
  
  0302
  
  0303
  
  0304
  
  0305
  
  0306
  
  0307
  
  0308
  
  0309
  
  0310
  
  0311
  
  0312BU
  
  BU
  
  BU
  
  BU
  
  BU
  
  BU
  
  BU
  
  BU
  
  BU
  
  BU
  
  BU
  
  BUIncome statementRevenue
  
  36,180,140
  
  75,124,121
  
  131,683,813
  
  185,416,456
  
  237,062,842
  
  277,677,986
  
  304,409,527
  
  331,679,784
  
  377,418,393
  
  438,190,499
  
  502,945,379
  
  549,935,022Net revenue from advertising spot sales
  
  32,270,545
  
  66,941,791
  
  117,183,851
  
  164,452,770
  
  208,758,717
  
  243,864,954
  
  267,012,036
  
  290,645,066
  
  329,694,084
  
  383,389,648
  
  440,889,629
  
  482,376,829Barter revenue
  
  1,513,010
  
  3,139,162
  
  5,495,210
  
  7,712,349
  
  9,790,508
  
  11,437,134
  
  12,521,592
  
  13,628,820
  
  15,461,130
  
  17,980,390
  
  20,678,009
  
  22,623,171Sponsoring
  
  563,251
  
  1,376,502
  
  3,504,752
  
  5,918,003
  
  9,346,951
  
  11,375,898
  
  12,042,565
  
  12,739,232
  
  15,763,179
  
  18,487,127
  
  21,211,075
  
  22,935,022Audiotele
  
  1,416,667
  
  2,833,333
  
  4,250,000
  
  5,666,667
  
  7,083,333
  
  8,500,000
  
  9,916,667
  
  11,333,333
  
  12,750,000
  
  14,166,667
  
  15,583,333
  
  17,000,000Teleshopping
  
  416,667
  
  833,333
  
  1,250,000
  
  1,666,667
  
  2,083,333
  
  2,500,000
  
  2,916,667
  
  3,333,333
  
  3,750,000
  
  4,166,667
  
  4,583,333
  
  5,000,000Revenue from cable operators
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  Other revenue
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  Revenue from related parties
  
  618,963
  
  1,253,455
  
  2,095,727
  
  3,035,349
  
  3,915,561
  
  4,732,652
  
  5,176,976
  
  5,622,104
  
  6,356,857
  
  7,146,663
  
  7,952,773
  
  8,709,880Revenue from ITI Group
  
  618,963
  
  1,253,455
  
  2,095,727
  
  3,035,349
  
  3,915,561
  
  4,732,652
  
  5,176,976
  
  5,622,104
  
  6,356,857
  
  7,146,663
  
  7,952,773
  
  8,709,880ITI CinemaTenbitEndemol NeovisionOther
  
  618,963
  
  1,253,455
  
  2,095,727
  
  3,035,349
  
  3,915,561
  
  4,732,652
  
  5,176,976
  
  5,622,104
  
  6,356,857
  
  7,146,663
  
  7,952,773
  
  8,709,880Total revenue
  
  36,799,103
  
  76,377,576
  
  133,779,540
  
  188,451,805
  
  240,978,403
  
  282,410,638
  
  309,586,503
  
  337,301,888
  
  383,775,250
  
  445,337,162
  
  510,898,152
  
  558,644,902Operating costs
  
  21,580,067
  
  42,030,806
  
  71,573,874
  
  100,806,076
  
  128,937,583
  
  151,967,487
  
  170,720,532
  
  186,757,325
  
  214,446,568
  
  244,637,961
  
  272,463,658
  
  295,509,097Program licences purchased from JHH
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  Dubbing and voice-over
  
  197,883
  
  395,767
  
  593,650
  
  791,533
  
  989,417
  
  1,187,300
  
  1,385,183
  
  1,583,067
  
  1,780,950
  
  1,978,833
  
  2,176,717
  
  2,374,600Amortisation of programming licences
  
  7,190,098
  
  13,871,870
  
  22,477,740
  
  31,996,456
  
  40,076,116
  
  47,831,528
  
  55,551,849
  
  62,468,979
  
  69,135,415
  
  78,382,355
  
  86,009,383
  
  93,779,477Local production cost
  
  8,470,891
  
  16,689,629
  
  30,015,389
  
  42,992,563
  
  56,081,000
  
  64,616,551
  
  69,024,243
  
  73,315,249
  
  86,492,742
  
  99,785,849
  
  112,471,370
  
  120,879,004Salaries
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  Wages and salaries
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  Social security costs
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  External production costs
  
  4,402,050
  
  8,601,050
  
  20,571,400
  
  32,192,900
  
  43,912,400
  
  51,037,750
  
  51,662,750
  
  52,287,750
  
  64,063,250
  
  75,979,100
  
  87,294,100
  
  94,343,950Prizes
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  News services
  
  1,327,642
  
  2,643,315
  
  3,958,725
  
  5,274,399
  
  6,603,336
  
  7,919,537
  
  9,169,696
  
  10,448,169
  
  11,810,162
  
  13,147,419
  
  14,477,940
  
  15,795,724Amortisation of capitalised
  production cost
  
  2,701,199
  
  5,365,264
  
  5,365,264
  
  5,365,264
  
  5,365,264
  
  5,419,264
  
  7,911,797
  
  10,259,330
  
  10,259,330
  
  10,259,330
  
  10,259,330
  
  10,259,330Other program costs
  
  40,000
  
  80,000
  
  120,000
  
  160,000
  
  200,000
  
  240,000
  
  280,000
  
  320,000
  
  360,000
  
  400,000
  
  440,000
  
  480,000Royalties (ZAiKS)
  
  1,434,381
  
  2,625,130
  
  4,589,109
  
  6,456,101
  
  8,250,529
  
  9,667,097
  
  10,606,878
  
  11,565,127
  
  13,157,436
  
  15,266,545
  
  17,512,445
  
  19,147,754Broadcasting cost
  
  4,187,418
  
  8,262,522
  
  12,338,096
  
  16,593,065
  
  20,721,001
  
  24,806,858
  
  29,935,839
  
  33,358,596
  
  37,590,601
  
  42,135,972
  
  46,374,780
  
  50,578,743Terrestial transmitters charges
  
  808,344
  
  1,489,788
  
  2,171,232
  
  3,048,857
  
  3,752,062
  
  4,455,267
  
  5,411,733
  
  6,121,151
  
  6,830,567
  
  7,832,191
  
  8,579,563
  
  9,326,936Satellite charges
  
  3,214,232
  
  6,433,051
  
  9,652,339
  
  12,854,841
  
  16,036,731
  
  19,244,541
  
  23,242,214
  
  25,780,712
  
  29,140,459
  
  32,521,364
  
  35,849,959
  
  39,131,707Other broadcasting cost
  
  164,842
  
  339,683
  
  514,525
  
  689,367
  
  932,208
  
  1,107,050
  
  1,281,892
  
  1,456,733
  
  1,619,575
  
  1,782,417
  
  1,945,258
  
  2,120,100Costs of special sales
  
  99,396
  
  185,888
  
  1,559,890
  
  1,976,358
  
  2,819,520
  
  3,858,153
  
  4,216,540
  
  4,466,307
  
  6,289,424
  
  7,088,407
  
  7,918,963
  
  8,749,519Operating income
  
  15,219,036
  
  34,346,770
  
  62,205,666
  
  87,645,729
  
  112,040,820
  
  130,443,151
  
  138,865,971
  
  150,544,563
  
  169,328,682
  
  200,699,201
  
  238,434,494
  
  263,135,805Selling, general and
  administration expenses
  
  9,359,442
  
  17,169,491
  
  30,099,416
  
  38,500,960
  
  46,435,512
  
  54,073,969
  
  61,753,940
  
  69,350,124
  
  79,018,847
  
  87,324,667
  
  94,872,096
  
  103,066,342Salaries
  
  3,073,750
  
  6,087,273
  
  9,101,057
  
  12,108,152
  
  15,060,501
  
  17,994,073
  
  20,909,790
  
  23,825,356
  
  26,719,145
  
  29,616,330
  
  32,480,092
  
  35,711,422Wages and salaries
  
  2,617,720
  
  5,207,954
  
  7,819,510
  
  10,446,561
  
  13,045,862
  
  15,640,618
  
  18,225,328
  
  20,829,522
  
  23,430,782
  
  26,047,298
  
  28,647,641
  
  31,572,560Social security costs
  
  456,030
  
  879,319
  
  1,281,547
  
  1,661,591
  
  2,014,639
  
  2,353,455
  
  2,684,462
  
  2,995,834
  
  3,288,363
  
  3,569,032
  
  3,832,451
  
  4,138,862Rental and maintenance of buildings
  
  950,298
  
  1,888,263
  
  2,825,754
  
  1,358,040
  
  1,682,390
  
  2,009,990
  
  2,348,420
  
  7,564,605
  
  8,549,822
  
  9,500,714
  
  10,442,001
  
  11,387,512Marketing and research
  
  1,455,078
  
  2,091,170
  
  3,704,976
  
  7,120,886
  
  8,596,606
  
  9,731,213
  
  10,994,030
  
  7,313,287
  
  9,334,740
  
  10,493,578
  
  11,176,531
  
  12,007,214Consulting services
  
  311,311
  
  614,158
  
  911,419
  
  1,263,965
  
  1,536,933
  
  1,844,773
  
  2,112,546
  
  2,410,515
  
  2,687,232
  
  2,981,322
  
  3,229,096
  
  3,558,360Telecommunication charges
  
  278,800
  
  562,600
  
  846,600
  
  1,120,400
  
  1,394,200
  
  1,668,000
  
  1,941,800
  
  2,215,600
  
  2,489,400
  
  2,763,400
  
  3,037,200
  
  3,311,000Transportation services and automobile expenses
  
  297,745
  
  432,788
  
  562,089
  
  697,098
  
  807,361
  
  929,758
  
  1,054,616
  
  1,167,339
  
  1,292,036
  
  1,439,108
  
  1,542,741
  
  1,667,574Costs relating to disputes with the supplier of TV equipmentTravelling and entertainment
  
  185,007
  
  351,967
  
  510,010
  
  752,113
  
  972,641
  
  1,161,290
  
  1,319,022
  
  1,473,733
  
  1,677,811
  
  1,902,760
  
  2,064,587
  
  2,218,446Training
  
  93,267
  
  133,865
  
  194,877
  
  262,148
  
  296,150
  
  326,744
  
  373,883
  
  414,885
  
  490,038
  
  545,982
  
  590,070
  
  618,300Insurance
  
  74,076
  
  148,153
  
  222,230
  
  297,464
  
  372,699
  
  447,933
  
  523,167
  
  598,402
  
  673,637
  
  748,871
  
  824,106
  
  899,340Office supplies
  
  107,539
  
  188,540
  
  343,317
  
  420,656
  
  495,711
  
  576,461
  
  699,257
  
  779,262
  
  876,916
  
  952,817
  
  1,028,963
  
  1,110,190Taxes and charges
  
  292,189
  
  553,483
  
  838,084
  
  1,183,109
  
  1,434,308
  
  1,708,489
  
  1,945,755
  
  2,187,554
  
  2,940,053
  
  3,212,584
  
  3,433,699
  
  3,664,600Provision for VATManagement provision
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  Bad debts written off
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  Doubtful debts provided for
  
  83,333
  
  166,667
  
  250,000
  
  333,333
  
  416,667
  
  500,000
  
  583,333
  
  666,667
  
  750,000
  
  833,333
  
  916,667
  
  1,000,000Payables written off
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  Other
  
  2,157,049
  
  3,950,564
  
  9,789,003
  
  11,583,596
  
  13,369,345
  
  15,175,245
  
  16,948,321
  
  18,732,919
  
  20,538,017
  
  22,333,868
  
  24,106,343
  
  25,912,384Other operating (income) /
  expense, net
  
  5,000
  
  10,000
  
  15,000
  
  20,000
  
  25,000
  
  30,000
  
  35,000
  
  40,000
  
  45,000
  
  50,000
  
  55,000
  
  60,000Property, plant and equipment payables written off
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  Other, net
  
  5,000
  
  10,000
  
  15,000
  
  20,000
  
  25,000
  
  30,000
  
  35,000
  
  40,000
  
  45,000
  
  50,000
  
  55,000
  
  60,000Operating income / loss prior to
  depreciation (EBITDA)
  
  5,854,594
  
  17,167,279
  
  32,091,250
  
  49,124,769
  
  65,580,308
  
  76,339,182
  
  77,077,031
  
  81,154,439
  
  90,264,835
  
  113,324,534
  
  143,507,398
  
  160,009,463Depreciation
  
  2,194,906
  
  4,176,343
  
  6,208,462
  
  8,317,639
  
  10,397,225
  
  12,524,305
  
  14,678,824
  
  17,149,144
  
  21,196,302
  
  23,703,116
  
  26,253,907
  
  28,843,663Property, plant and equipment
  
  1,501,538
  
  2,752,016
  
  4,055,527
  
  5,310,124
  
  6,522,653
  
  7,772,553
  
  9,054,513
  
  10,651,636
  
  13,778,490
  
  15,370,387
  
  17,010,459
  
  18,689,661Intangible assets
  
  693,368
  
  1,424,327
  
  2,152,935
  
  3,007,515
  
  3,874,572
  
  4,751,752
  
  5,624,311
  
  6,497,508
  
  7,417,812
  
  8,332,729
  
  9,243,448
  
  10,154,002Operating profit / loss
  
  3,659,688
  
  12,990,936
  
  25,882,788
  
  40,807,130
  
  55,183,083
  
  63,814,877
  
  62,398,207
  
  64,005,295
  
  69,068,533
  
  89,621,418
  
  117,253,491
  
  131,165,800Finance costs, net
  
  3,180,027
  
  5,006,702
  
  5,774,724
  
  6,244,069
  
  6,144,275
  
  7,669,217
  
  9,454,537
  
  11,665,385
  
  14,965,457
  
  15,924,111
  
  14,538,437
  
  13,288,182Interest income
  
  (154,441
  )
  (263,405
  )
  (396,009
  )
  (526,378
  )
  (655,131
  )
  (794,261
  )
  (939,728
  )
  (1,090,836
  )
  (1,255,909
  )
  (1,407,266
  )
  (1,527,294
  )
  (1,646,197
  )Bank charges
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  Interest expense on bank loans
  
  582,498
  
  1,177,992
  
  1,767,253
  
  2,343,722
  
  2,910,292
  
  3,521,568
  
  4,158,909
  
  4,818,985
  
  5,539,242
  
  6,194,463
  
  6,705,808
  
  7,209,820Interest expense on related party borrowings
  
  44,483
  
  89,957
  
  135,551
  
  180,161
  
  224,204
  
  224,204
  
  224,204
  
  224,204
  
  224,204
  
  224,204
  
  224,204
  
  224,204Penalty interest for late payments to trade and tax creditors
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  800
  
  
  
  
  
  
  
  Other interest and charges
  
  500
  
  1,000
  
  1,500
  
  2,000
  
  2,500
  
  3,000
  
  3,500
  
  4,000
  
  4,500
  
  5,000
  
  5,500
  
  6,000Foreign exchange losses
  
  3,191,168
  
  4,826,689
  
  5,372,226
  
  4,964,367
  
  4,203,420
  
  5,493,220
  
  7,143,199
  
  9,230,838
  
  12,793,249
  
  13,494,495
  
  11,068,846
  
  9,328,308Foreign exchange gains
  
  (484,181
  )
  (825,531
  )
  (1,105,797
  )
  (719,803
  )
  (541,010
  )
  (778,514
  )
  (1,135,547
  )
  (1,522,606
  )
  (2,339,829
  )
  (2,586,785
  )
  (1,938,627
  )
  (1,833,953
  )Profit / loss before tax
  
  479,661
  
  7,984,234
  
  20,108,064
  
  34,563,061
  
  49,038,808
  
  56,145,660
  
  52,943,670
  
  52,339,910
  
  54,103,076
  
  73,697,307
  
  102,715,054
  
  117,877,618Tax
  
  129,509
  
  2,155,743
  
  5,429,177
  
  9,332,026
  
  13,240,478
  
  15,159,328
  
  14,294,791
  
  14,131,776
  
  14,607,831
  
  19,898,273
  
  27,733,064
  
  31,826,957Corporate income tax
  
  129,509
  
  2,155,743
  
  5,429,177
  
  9,332,026
  
  13,240,478
  
  15,159,328
  
  14,294,791
  
  14,131,776
  
  14,607,831
  
  19,898,273
  
  27,733,064
  
  31,826,957Deferred tax
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  Profit / loss after tax before
  minority interest
  
  350,152
  
  5,828,491
  
  14,678,887
  
  25,231,035
  
  35,798,330
  
  40,986,332
  
  38,648,879
  
  38,208,134
  
  39,495,245
  
  53,799,034
  
  74,981,990
  
  86,050,661Minority interestNet profit / loss attributable
  to shareholders
  
  350,152
  
  5,828,491
  
  14,678,887
  
  25,231,035
  
  35,798,330
  
  40,986,332
  
  38,648,879
  
  38,208,134
  
  39,495,245
  
  53,799,034
  
  74,981,990
  
  86,050,661Number of shares
  
  658,000
  
  658,000
  
  658,000
  
  658,000
  
  658,000
  
  658,000
  
  658,000
  
  658,000
  
  658,000
  
  658,000
  
  658,000
  
  658,000Basic EPS  59 
   TVN
consolidated Balance Sheet  Balance sheet  YEAR TO DATE0301
  
  0302
  
  0303
  
  0304
  
  0305
  
  0306
  
  0307
  
  0308
  
  0309
  
  0310
  
  0311
  
  0312BU
  
  BU
  
  BU
  
  BU
  
  BU
  
  BU
  
  BU
  
  BU
  
  BU
  
  BU
  
  BU
  
  BUASSETSNon-current assets
  
  155,655,130
  
  158,985,370
  
  163,279,845
  
  170,517,023
  
  171,650,701
  
  173,598,243
  
  179,966,485
  
  188,091,827
  
  193,474,639
  
  198,184,973
  
  204,318,961
  
  210,009,461Property, plant and equipment
  
  71,190,082
  
  73,113,220
  
  76,043,693
  
  77,495,389
  
  77,356,910
  
  78,595,020
  
  79,902,639
  
  82,026,256
  
  80,017,400
  
  79,151,219
  
  80,682,172
  
  80,735,225Land and buildings
  
  12,152,951
  
  12,152,951
  
  12,152,951
  
  12,152,951
  
  12,152,951
  
  12,152,951
  
  12,152,951
  
  12,152,951
  
  12,152,951
  
  12,152,951
  
  12,152,951
  
  12,152,951Leasehold improvements
  
  15,648,128
  
  15,414,688
  
  15,272,747
  
  15,080,138
  
  15,137,289
  
  14,924,457
  
  14,860,006
  
  14,914,116
  
  14,666,796
  
  14,419,477
  
  14,172,157
  
  13,891,504TV and broadcasting equipment
  
  36,684,364
  
  39,011,145
  
  42,037,722
  
  43,437,603
  
  43,391,275
  
  44,920,629
  
  46,469,111
  
  48,792,944
  
  47,218,718
  
  46,785,133
  
  48,748,684
  
  49,267,456Vehicles
  
  4,280,044
  
  4,153,680
  
  4,216,116
  
  4,512,852
  
  4,403,846
  
  4,365,731
  
  4,229,616
  
  4,093,501
  
  3,957,385
  
  3,821,270
  
  3,685,155
  
  3,549,040Furniture and fixtures
  
  2,424,595
  
  2,380,756
  
  2,364,157
  
  2,311,845
  
  2,271,549
  
  2,231,252
  
  2,190,955
  
  2,072,744
  
  2,021,550
  
  1,972,388
  
  1,923,225
  
  1,874,274Intangible assets
  
  21,466,238
  
  21,967,499
  
  21,405,823
  
  26,751,371
  
  26,733,731
  
  26,427,945
  
  25,695,387
  
  24,926,190
  
  26,104,312
  
  25,466,095
  
  24,555,376
  
  23,708,823Goodwill
  
  12,852,000
  
  12,330,873
  
  11,809,745
  
  11,288,617
  
  10,767,490
  
  10,246,362
  
  9,725,234
  
  9,204,107
  
  8,682,979
  
  8,161,851
  
  7,640,724
  
  7,119,596Programming formats
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  Broadcasting license
  
  2,159,797
  
  2,102,367
  
  2,044,938
  
  1,987,508
  
  1,930,078
  
  1,872,648
  
  1,815,219
  
  1,757,789
  
  1,700,359
  
  1,642,929
  
  1,585,500
  
  1,528,070Software and other
  
  6,454,441
  
  7,534,259
  
  7,551,140
  
  13,475,246
  
  14,036,163
  
  14,308,935
  
  14,154,934
  
  13,964,294
  
  15,720,974
  
  15,661,315
  
  15,329,152
  
  15,061,157Non-current program rights
  
  21,540,519
  
  21,992,519
  
  23,800,519
  
  24,252,519
  
  25,608,519
  
  26,245,079
  
  31,537,354
  
  37,749,970
  
  43,149,946
  
  49,018,262
  
  54,902,918
  
  61,707,915Non-current capitalised local
  production cost
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  Long-term investments
  
  12,013,774
  
  12,013,774
  
  12,013,774
  
  12,013,774
  
  12,013,774
  
  12,013,774
  
  12,013,774
  
  12,013,774
  
  12,013,774
  
  12,013,774
  
  12,013,774
  
  12,013,774Polskie Media S.A.
  
  12,013,774
  
  12,013,774
  
  12,013,774
  
  12,013,774
  
  12,013,774
  
  12,013,774
  
  12,013,774
  
  12,013,774
  
  12,013,774
  
  12,013,774
  
  12,013,774
  
  12,013,774Non-current receivables
  
  29,444,517
  
  29,898,358
  
  30,016,036
  
  30,003,970
  
  29,937,767
  
  30,316,425
  
  30,817,331
  
  31,375,637
  
  32,189,207
  
  32,535,623
  
  32,164,721
  
  31,843,724Other non-current receivables
  
  29,444,517
  
  29,898,358
  
  30,016,036
  
  30,003,970
  
  29,937,767
  
  30,316,425
  
  30,817,331
  
  31,375,637
  
  32,189,207
  
  32,535,623
  
  32,164,721
  
  31,843,724Current assets
  
  243,756,959
  
  237,804,106
  
  242,166,842
  
  235,704,427
  
  223,505,531
  
  202,053,440
  
  199,750,226
  
  204,174,974
  
  241,420,469
  
  242,787,626
  
  269,700,369
  
  246,122,771Current program rights
  
  107,994,934
  
  103,127,929
  
  94,522,058
  
  85,082,182
  
  78,076,417
  
  70,620,780
  
  63,158,314
  
  57,882,723
  
  90,704,073
  
  81,457,132
  
  74,928,299
  
  67,643,286Current capitalised local production cost
  
  11,667,383
  
  9,196,318
  
  10,930,968
  
  12,446,268
  
  13,918,568
  
  15,599,218
  
  13,106,685
  
  10,759,152
  
  12,303,452
  
  13,828,402
  
  15,481,402
  
  17,075,352Trade receivables
  
  60,992,889
  
  68,301,801
  
  88,345,037
  
  94,621,813
  
  89,456,515
  
  76,368,258
  
  53,283,799
  
  45,852,227
  
  68,622,279
  
  95,564,384
  
  109,560,886
  
  89,832,857Barter receivables (programming)
  
  7,101,940
  
  3,550,970
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  Barter receivables (non-programming)
  
  2,458,857
  
  2,508,857
  
  2,558,857
  
  2,608,857
  
  2,658,857
  
  2,708,857
  
  2,758,857
  
  2,808,857
  
  2,858,857
  
  2,908,857
  
  2,958,857
  
  2,473,928Other receivables
  
  16,235,868
  
  16,232,574
  
  16,228,134
  
  16,223,157
  
  16,220,035
  
  17,306,145
  
  16,201,385
  
  20,479,822
  
  21,354,914
  
  17,419,323
  
  16,185,945
  
  16,311,044Advances for programming paid
  to JHH
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  VAT recoverable
  
  9,320,611
  
  9,320,611
  
  9,320,611
  
  9,320,611
  
  9,320,611
  
  9,320,611
  
  9,320,611
  
  9,320,611
  
  9,320,611
  
  9,320,611
  
  9,320,611
  
  9,320,611Prepayments
  
  3,668,271
  
  3,668,271
  
  3,668,271
  
  3,668,271
  
  3,668,271
  
  3,668,271
  
  3,668,271
  
  3,668,271
  
  3,668,271
  
  3,668,271
  
  3,668,271
  
  3,668,271Deferred tax asset
  
  635,624
  
  635,624
  
  635,624
  
  635,624
  
  635,624
  
  635,624
  
  635,624
  
  635,624
  
  635,624
  
  635,624
  
  635,624
  
  635,624CIT receivable
  
  
  
  
  
  
  
  
  
  
  
  1,100,147
  
  
  
  4,282,609
  
  5,163,335
  
  1,229,497
  
  
  
  140,013Sundry receivables and other
  current assets
  
  2,611,362
  
  2,608,068
  
  2,603,628
  
  2,598,651
  
  2,595,529
  
  2,581,492
  
  2,576,879
  
  2,572,707
  
  2,567,073
  
  2,565,320
  
  2,561,439
  
  2,546,525Related party receivables
  
  9,334,248
  
  9,044,270
  
  9,092,135
  
  9,033,116
  
  8,905,215
  
  8,964,560
  
  8,674,659
  
  8,755,055
  
  9,127,082
  
  9,277,664
  
  9,171,356
  
  8,937,612ITI Group
  
  9,334,248
  
  9,044,270
  
  9,092,135
  
  9,033,116
  
  8,905,215
  
  8,964,560
  
  8,674,659
  
  8,755,055
  
  9,127,082
  
  9,277,664
  
  9,171,356
  
  8,937,612Federacja
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  Cash and cash equivalents
  
  27,970,840
  
  25,841,387
  
  20,489,653
  
  15,689,034
  
  14,269,924
  
  10,485,622
  
  42,566,527
  
  57,637,138
  
  36,449,812
  
  22,331,864
  
  41,413,624
  
  43,848,692Cash at bank and in hand
  
  (712,641
  )
  (2,862,198
  )
  (7,919,815
  )
  (12,270,696
  )
  (13,269,107
  )
  (17,432,410
  )
  14,366,291
  
  29,198,630
  
  7,392,542
  
  (6,850,499
  )
  12,695,147
  
  15,635,798Short term bank deposits
  
  28,683,481
  
  28,703,585
  
  28,409,468
  
  27,959,730
  
  27,539,031
  
  27,918,032
  
  28,200,236
  
  28,438,508
  
  29,057,270
  
  29,182,363
  
  28,718,477
  
  28,212,894TOTAL ASSETS
  
  399,412,089
  
  396,789,476
  
  405,446,687
  
  406,221,450
  
  395,156,232
  
  375,651,683
  
  379,716,711
  
  392,266,801
  
  434,895,108
  
  440,972,599
  
  474,019,330
  
  456,132,232EQUITY AND LIABILITIESEquity
  
  46,542,668
  
  52,021,007
  
  60,871,403
  
  71,423,551
  
  81,990,846
  
  87,178,848
  
  84,841,395
  
  84,400,650
  
  85,687,761
  
  99,991,550
  
  121,174,506
  
  132,243,177Share capital
  
  65,716,700
  
  65,716,700
  
  65,716,700
  
  65,716,700
  
  65,716,700
  
  65,716,700
  
  65,716,700
  
  65,716,700
  
  65,716,700
  
  65,716,700
  
  65,716,700
  
  65,716,700Accumulated profit / loss
  
  (19,524,104
  )
  (19,524,104
  )
  (19,524,104
  )
  (19,524,104
  )
  (19,524,104
  )
  (19,524,104
  )
  (19,524,104
  )
  (19,524,104
  )
  (19,524,104
  )
  (19,524,104
  )
  (19,524,104
  )
  (19,524,104
  )Cumulative translation adjustment
  
  (80
  )
  (80
  )
  (80
  )
  (80
  )
  (80
  )
  (80
  )
  (80
  )
  (80
  )
  (80
  )
  (80
  )
  (80
  )
  (80
  )Profit / loss for current period
  
  350,152
  
  5,828,491
  
  14,678,887
  
  25,231,035
  
  35,798,330
  
  40,986,332
  
  38,648,879
  
  38,208,134
  
  39,495,245
  
  53,799,034
  
  74,981,990
  
  86,050,661Minority interest
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  Long-term borrowings
  
  158,852,000
  
  160,624,000
  
  160,648,000
  
  159,788,000
  
  158,732,000
  
  160,060,000
  
  162,024,000
  
  164,272,000
  
  167,844,000
  
  168,928,000
  
  166,248,000
  
  147,463,200Related party borrowings
  
  10,212,183
  
  10,371,278
  
  10,418,208
  
  10,407,771
  
  10,384,223
  
  
  
  
  
  
  
  
  
  
  
  
  
  ITI Group
  
  10,212,183
  
  10,371,278
  
  10,418,208
  
  10,407,771
  
  10,384,223
  
  
  
  
  
  
  
  
  
  
  
  
  
  Current payables
  
  183,805,158
  
  173,773,111
  
  173,508,996
  
  164,602,048
  
  144,049,083
  
  128,412,755
  
  132,851,236
  
  143,594,071
  
  181,363,267
  
  172,052,969
  
  186,596,744
  
  176,425,775Trade payables
  
  79,906,965
  
  70,324,625
  
  67,244,023
  
  60,002,209
  
  62,643,694
  
  47,591,780
  
  51,009,505
  
  65,820,831
  
  95,110,563
  
  81,704,939
  
  88,855,356
  
  81,419,099Barter payables
  
  1,938,703
  
  1,938,703
  
  1,938,703
  
  1,938,703
  
  1,938,703
  
  1,938,703
  
  1,938,703
  
  1,938,703
  
  1,938,703
  
  1,938,703
  
  1,938,703
  
  1,938,703JHH programming payables
  
  24,496,000
  
  24,496,000
  
  24,496,000
  
  24,496,000
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  Related party payables
  
  971,172
  
  971,173
  
  3,473,871
  
  4,317,977
  
  3,470,438
  
  2,810,341
  
  11,200
  
  11,200
  
  3,240,079
  
  3,240,078
  
  3,240,078
  
  3,245,638ITI Group
  
  971,172
  
  971,173
  
  3,473,871
  
  4,317,977
  
  3,470,438
  
  2,810,341
  
  11,200
  
  11,200
  
  3,240,079
  
  3,240,078
  
  3,240,078
  
  3,245,638FederacjaOverdrafts and short term loans
  
  40,295,498
  
  41,333,992
  
  41,929,253
  
  42,290,722
  
  42,593,292
  
  43,536,568
  
  44,664,909
  
  45,886,985
  
  47,500,242
  
  48,426,463
  
  48,267,808
  
  49,154,400Interest on bank borrowings + current
  portion
  
  582,498
  
  1,177,992
  
  1,767,253
  
  2,343,722
  
  2,910,292
  
  3,521,568
  
  4,158,909
  
  4,818,985
  
  5,539,242
  
  6,194,463
  
  6,705,808
  
  8,192,400Short term bank borrowings
  
  39,713,000
  
  40,156,000
  
  40,162,000
  
  39,947,000
  
  39,683,000
  
  40,015,000
  
  40,506,000
  
  41,068,000
  
  41,961,000
  
  42,232,000
  
  41,562,000
  
  40,962,000Other
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  Provisions for liabilities and charges
  
  1,745,646
  
  1,745,646
  
  1,745,646
  
  1,745,646
  
  1,745,646
  
  1,745,646
  
  1,745,646
  
  1,745,646
  
  1,745,646
  
  1,745,646
  
  1,745,646
  
  1,745,646Royalty payments
  
  1,595,646
  
  1,595,646
  
  1,595,646
  
  1,595,646
  
  1,595,646
  
  1,595,646
  
  1,595,646
  
  1,595,646
  
  1,595,646
  
  1,595,646
  
  1,595,646
  
  1,595,646Equipment suppliers
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  VAT provision
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  Other provisions
  
  150,000
  
  150,000
  
  150,000
  
  150,000
  
  150,000
  
  150,000
  
  150,000
  
  150,000
  
  150,000
  
  150,000
  
  150,000
  
  150,000State payables
  
  1,815,812
  
  4,091,244
  
  4,806,783
  
  5,586,747
  
  6,713,475
  
  5,714,547
  
  8,639,005
  
  2,662,194
  
  3,094,530
  
  3,155,576
  
  8,445,629
  
  4,663,852CIT payable
  
  600,934
  
  2,497,658
  
  3,273,434
  
  3,902,849
  
  4,660,784
  
  3,579,479
  
  6,802,601
  
  1,272,266
  
  1,356,780
  
  1,356,605
  
  6,605,295
  
  2,875,010VAT and other taxes payable
  
  1,214,878
  
  1,593,586
  
  1,533,349
  
  1,683,898
  
  2,052,691
  
  2,135,068
  
  1,836,404
  
  1,389,928
  
  1,737,750
  
  1,798,971
  
  1,840,334
  
  1,788,842Other short-term liabilities and accruals
  
  32,635,362
  
  28,871,728
  
  27,874,717
  
  24,224,044
  
  24,943,835
  
  25,075,170
  
  24,842,268
  
  25,528,512
  
  28,733,504
  
  31,841,564
  
  34,103,524
  
  34,258,437Salaries and employee benefits
  
  6,811,416
  
  6,811,416
  
  6,811,416
  
  6,811,416
  
  6,811,416
  
  6,811,416
  
  6,811,416
  
  6,811,416
  
  6,811,416
  
  6,811,416
  
  6,811,416
  
  6,811,416Deferred income from sales of
  airtime
  
  3,466,713
  
  3,731,783
  
  5,420,364
  
  5,151,550
  
  4,956,823
  
  3,896,852
  
  2,564,708
  
  2,616,303
  
  4,390,630
  
  5,825,285
  
  6,205,726
  
  4,504,448Deferred tax liability
  
  3,094
  
  3,094
  
  3,094
  
  3,094
  
  3,094
  
  3,094
  
  3,094
  
  3,094
  
  3,094
  
  3,094
  
  3,094
  
  3,094Accrued costs
  
  20,594,340
  
  16,784,435
  
  13,503,000
  
  10,136,755
  
  11,707,921
  
  12,948,151
  
  13,771,872
  
  14,611,755
  
  16,005,688
  
  17,850,626
  
  19,815,047
  
  21,614,220Accrued JHH programming fee
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  Other liabilities
  
  1,759,799
  
  1,541,000
  
  2,136,843
  
  2,121,229
  
  1,464,581
  
  1,415,657
  
  1,691,178
  
  1,485,944
  
  1,522,676
  
  1,351,143
  
  1,268,241
  
  1,325,259TOTAL EQUITY AND LIABILITIES
  
  399,412,009
  
  396,789,396
  
  405,446,607
  
  406,221,370
  
  395,156,152
  
  375,651,603
  
  379,716,631
  
  392,266,721
  
  434,895,028
  
  440,972,519
  
  474,019,250
  
  456,132,152BS total check
  
  ERROR
  
  ERROR
  
  ERROR
  
  ERROR
  
  ERROR
  
  ERROR
  
  ERROR
  
  ERROR
  
  ERROR
  
  ERROR
  
  ERROR
  
  ERRORIS check
  
  O.K.
  
  O.K.
  
  O.K.
  
  O.K.
  
  O.K.
  
  O.K.
  
  O.K.
  
  O.K.
  
  O.K.
  
  O.K.
  
  O.K.
  
  O.K.(80
  )
  (80
  )
  (80
  )
  (80
  )
  (80
  )
  (80
  )
  (80
  )
  (80
  )
  (80
  )
  (80
  )
  (80
  )
  (80
  )  NOTES  60 
   APPENDIX C TVN CAPEX 2003  Department
  
  Description
  
  PLNAdministration
  
  Other
  
  93,700Administration
  Total
  
  
  
  93,700IT
  
  Creation
  of data warehouse and reporting tool/WON
  
  2,098,425Development of operating management system
  for current activities
  
  1,000,000Other*(Notebooks, printers and
  other computer equipment; Microsoft and other software licences;
  telecomunication interface software and other)
  
  5,538,448IT Total
  
  
  
  8,636,873Marketing
  
  Other
  
  39,000Marketing Total
  
  
  
  39,000Production
  
  Expenditures
  for new studio in Sękocin
  
  Purchase of land in Sękocin for new
  studio purposes
  
  Production Total
  
  
  
  Sales
  
  Other
  
  128,500Sales Total
  
  
  
  128,500Technical
  
  Current
  replacement for production requirements
  
  2,500,000Implementing of virtual studio
  
  1,268,340Puchases of digital videos
  
  1,000,000Replacement and enchancement of emission
  systems
  
  1,666,360Replacement of current analog archive with
  digital one
  
  1,500,000Replacement
  of technology for Studio 2 (due to movement of TVN24 to MBC)
  
  3,000,000Other*(New transponders, replacement of amplifiers,
  cameras, other)
  
  9,646,311Technical Total
  
  
  
  20,581,011Transport
  
  Other
  
  495,000Transport Total
  
  
  
  495,000Grand TOTAL
  
  
  
  29,974,085  61 
   
 *-no single expenditure above 250 kUSD  Co-productions
  
  2,500,000Sitcom/drama
  to be produced 2003 but broadcast 2004 **
  
  3,400,000Movie/series
  acquisition 2003 but broadcast starting 2004
  
  6,500,000Grand TOTAL
  
  12,400,000  
 ** all other productions included in
production costs  62 
   TVN
budget meeting 27 November 2002 in Zurich  Note  Programming capex not separately disclosedCo-productions
  
  2,500Sitcom
  
  3,400Movie rights
  
  6,500Total included to
  balance sheet/cashflow
  
  12,400  63 
   Exhibit 12 to the Share Purchase Agreement  TVN HIGH YIELD BOND SUMMARY
OF TERMS  1.Issuer:
A special purpose entity (which will be a finance subsidiary of TVN) created
for the express purpose of the financing. 
The high yield bonds issued by the special purpose entity, including in
particular the obligation of the special purpose entity to pay principal,
premium, if any, and interest on the high yield bonds, will be guaranteed by
TVN and its so called restricted subsidiaries.  2.Type
of Instrument:High yield
bonds issued on a senior subordinated unsecured basis where the noteholders
will be (i) subordinate in right of payment in an amount of up to USD
75,000,000 under credit facilities granted now or in the future to TVN and (ii)
pari passu in right of payment with other senior third party obligations of TVN
that may be issued in the future.  3.Term:Ten
years with a bullet maturity of principal of the high yield bonds.  4.Interest: Fixed rate payable in arrears on semi-annual
interest payment dates..  5.Redemption/Put
Provisions:  a.Optional
Redemption:Five year call protection, with right of redemption at a
declining premium in the following years.  b.Equity
Claw-Back Redemption:In the event
that TVN conducts a successful public offering of its equity securities, TVN
will be permitted to redeem a stipulated principal amount of the high yield
bonds.  c.Optional
Redemption in the Event of Tax Law Changes  d.Change
of Control:Upon the occurrence of
a change of control of TVN, owners of the high yield bonds will have the
right to put their bonds to the issuer/TVN for purchase.  6.Security:
The high yield bonds will be unsecured as will other indebtedness that may be
issued in the future (subject to customary limited exceptions as provided in
the bond indenture).  As noted in point
2 above, TVN and the restricted subsidiaries will guarantee the debt service
and other payment obligations for the high yield bonds.  Senior bank credit facilities described in
clause (i) of point 2 above may be secured by a mortgage, pledge, security
interest, encumbrance, lien or charge of any kind on all or any of TVNs and
the restricted subsidiaries real, personal and intangible property.  7.Additional Indebtedness: The bond
indenture will allow the issuer to incur additional indebtedness (including but
not limited to additional high yield bonds) provided that the leverage ratio
for TVN (and its restricted subsidiaries) is less than 5.00 to 1.00.  64 
   8.Bond
Indenture and Covenants: The bond indenture will contain a set of covenants
and other provisions standard for a financing of that nature which require TVN
(including for this purpose the restricted subsidiaries of TVN) to meet
certain tests if TVN or a restricted subsidiary of TVN wishes to issue or
guaranty additional new indebtedness (leverage ratio incurrence test based on
ratio of indebtedness of TVN and the restricted subsidiaries to rolling four
quarters EBITDA of TVN and its restricted subsidiaries  see point 8 above),
dispose of existing assets (including stock of restricted subsidiaries),
acquire new assets, bring new restricted subsidiaries into the bond
indenture, prepay shareholder loans or other subordinated indebtedness, declare
and pay a dividend, distribution or other so called restricted payment, enter
into sale/leaseback transactions or enter into a merger or consolidation
transaction.  Tests are incurrence and
not maintenance tests.  The bond
indenture will also set forth rules to ensure that transactions between TVN and
its restricted subsidiaries, on the one hand, and affiliates, on the other
hand, are on an arms-length basis.  As
part of the bond indenture, TVN will be required to provide the bond trustee
and the owners of the high yield bonds with quarterly and annual financial
statements and other reports as customary for this type of financing.  After discussion with the underwriters and consistent
with current practice for non US issuers of high yield debt, it was agreed that
no registration rights were to be granted in connection with the high yield
bond offering.  9.Purpose
of Issue:Provide funds for (i) the
purchase of SBSs 30.4% ownership stake in TVN for the Euro equivalent of USD
145,000,000 (as determined on closing of the Share Purchase Agreement), (ii)
the repayment of the existing bank credit facilities currently outstanding in
the amount of approximately USD 50,000,000 provided to TVN by the bank
syndicate headed by BPH-PBK Bank (the Bank) (in the event that the Bank does
not consent to the issue of the high yield bonds and TVN chooses to prepay its
facilities), (iii) the purchase of TVN 24 by TVN and other assets (in the event
that the Bank grants its consent to the high yield bonds and the credit
facilities remain in place) and (iv) the funding of all issuance and related
transaction costs.  10.Underwriters:JPMorgan Securities Limited (book runner
and lead manager) Bear Stearns International Limited (joint lead manager) Jeffries & Company Inc. (joint lead manager)  11.Underwriting
Fees:Three percent (3%) of the
Issue Amount with the underwriting fees capped at USD 6,000,000. Excluded from
the Issue Amount for purposes of calculating underwriting fees will be any
bonds purchased by investors by and as a consequence of the efforts of ITI. .  12.Method
of Offering:The underwriters will
market the high yield bonds to large institutional investors in Europe and
North America pursuant to US SEC Rule 144A and Regulation S, as is typical for
this type of debt security.  65 
   Exhibit 13 to
the Share Purchase Agreement  Strateurop
International B.V.  Balance Sheets  31-Dec-02
  
  30-Jun-03euro
  
  euroCash and Cash equivalents
  
  10,489,177
  
  144,837Total current
  assets
  
  10,489,177
  
  144,837Investment (TVN shares)
  
  10,860,804
  
  10,860,804Other non-current assets
  
  53,958
  
  0Total non-current
  assets
  
  10,914,762
  
  10,860,804Total assets
  
  21,403,939
  
  11,005,641Trade payables
  
  3,130
  
  1,422Accrued expenses
  
  1,228,751
  
  434,755Intercompany payables
  
  203,681
  
  21,683Total current
  liabilities
  
  1,435,562
  
  457,860Share capital
  
  18,152
  
  18,152Share premium
  
  11,866,352
  
  11,866,352Profit brought forward
  
  8,084,583
  
  7,731,708Dividend paid
  
  
  
  (9,068,431
  )Shareholders
  equity
  
  19,969,087
  
  10,547,781Total liabilities
  
  21,404,649
  
  11,005,641  66 
   Exhibit 14 to the Share Purchase
Agreement  [Form of
Letter of J.P. Morgan]  
[September] 2003  The Shareholders TVN Sp. z o.o., 3 Augustowka Street, 02-981 Warsaw Poland  Ladies and Gentlemen:  You have advised J.P. Morgan Securities Ltd. (JPM) that International
Trading and Investments Holdings S.A. Luxembourg (ITI) is considering
acquiring SBS Broadcasting SAs (SBS) 30.43% stake in TVN Sp. z o.o.(the
Company) (the Acquisition).  We
understand that the total funding needs of ITI in connection with the
Acquisition will be the Euro equivalent of US$145,000,000.  We further understand that in order to
finance the Acquisition, fund miscellaneous working capital needs and to pay
related fees and expenses, TVN is considering causing the issue of up to [] million of senior or
senior subordinated notes in the high yield market (the Notes) (the issue of
the Notes together with the Acquisition being the Transaction).  Following the Transaction, the only debt in
the Company will be the Notes (as described above) and a maximum of $[] million of funded debt
under a bank credit facility.  We are pleased to inform you that, based upon our knowledge of the
Company, our review of the information provided to JPM to date, and our close
relationship with both the Company and the ITI Group, we are highly confident
in our ability to sell or place the Notes as described above, subject to the
matters set forth in the following paragraph.  Our view expressed above is based on the outline of the Transaction as
currently contemplated, our understanding of the business, results of
operations, financial condition and prospects of the Company after giving
effect to the Transaction.  Our view is
also subject to, among other things: (i) agreement on the terms and conditions
of the sale of the Notes and all existing debt of the Company, if any, and all
related documentation being reasonably satisfactory in form and substance to
JPM; (ii) the execution and delivery of documentation with respect to the
Transaction and all related transactions in form and substance reasonably
satisfactory to JPM; (iii) the absence of any material adverse change in the
business (financial or otherwise), results of operations, assets, liabilities
or prospects of the Company, as determined by JPM in its sole discretion; (iv)
the receipt of all necessary governmental, regulatory and third party approvals
and consents in connection with the Transaction; (v) the execution and delivery
of documentation with respect to the Notes and the offering and sale thereof
(including, but not limited to, the underwriting agreement, purchase agreement
or placement agreement) that is in form and substance reasonably satisfactory
to JPM; (vi) our continuing due diligence investigation not disclosing any
facts that would materially alter our current view with respect to the Company.
and (viii) there having  67 
   not occurred any disruption or adverse change, as determined by JPM in
its sole discretion, in the market for new issuance of high yield debt
securities or in the securities market in general.  It should be understood that this letter shall not constitute or give
rise to any obligation on the part of JPM to arrange, underwrite or provide or
commit to arrange, underwrite or provide any financing for the Transaction, to
purchase any Notes or to provide any advisory or placement services; any such
obligations would arise only under separate written agreements acceptable to
JPM in its sole discretion.  This letter is being delivered to you for your information and is
solely for your use.  This letter is not
to be distributed or disclosed to, or otherwise relied upon by, any other
person without JPMs prior written consent, except as required by law.  Notwithstanding the foregoing, you may show
this letter to your representatives provided that they agree to keep this
letter confidential.  Very truly yours,J.P. Morgan Securities Ltd.By:Name:Title:  68