EXHIBIT
4.14  CONFORMED
COPY   LICENCE AGREEMENT  between  Veronica Holding B.V.  as the Licensor  and  SBS Broadcasting B.V.  as the Licensee   1 September 2003   NautaDutilh  
   TABLE OF CONTENTS  Article
  Contents1
  Definitions2
  Exclusive licence3
  The Residual
  Field of Use4
  Maintenance
  of the Licensed Trademarks / Recordal of the licence5
  Change
  of Licensed Trademarks / New Trademarks and New Domain Names6
  Domain
  name and homepage veronica.nl7
  Databases8
  Licence period
  and termination9
  Consequences of
  termination10
  Protection
  of the Veronica Trademarks11
  Warranties /
  indemnification12
  Confidential
  information13
  Costs14
  Assignment /
  transfer15
  Notices16
  No
  rescission / no nullification17
  General18
  Governing
  law, disputes and competent courtAnnexes1
  List of Veronica Trademarks2
  List of Veronica Domain Names3
  (a)
  List of Licensed Trademarks(b)
  List of Specified Licensed Trademarks(c)
  List of Warranted Licensed Trademarks(d)
  List of Warranted Licensed Trademarks to
  which 11.1(f) does not apply4
  (a)
  List of Licensed Domain Names(b)
  List of Warranted Licensed Domain Names5
  Code of Conduct6
  Field of Use overview7
  Deed of Contribution8
  Deed of Adherence9
  Deed of Pledge  2 
   THE UNDERSIGNED:  1VERONICA HOLDING B.V., a private company with limited liability
organised under the laws of the Netherlands, having its corporate seat in
Hilversum, the Netherlands and offices at Olympia 2A, 1213 NT, Hilversum, the
Netherlands, hereinafter referred to as the Licensor,
duly represented in this matter by Veronica Holding, hereby represented by its
managing director, P. Kuipers;  and  2SBS BROADCASTING B.V., a private company with limited liability
organised under the laws of the Netherlands, having its corporate seat in
Amsterdam, the Netherlands and offices at Rietlandpark 333, 1019 DW  Amsterdam, the Netherlands, hereinafter
referred to as the Licensee,
duly represented in this matter by its business manager A.H.T. Kreuzen;  ];  WHEREAS:  AThe
Licensor is the exclusive owner of the Veronica Trademarks and the exclusive
claimant of the Veronica Domain Names;  BThe
Licensee is involved in the business of the production and broadcast of
television programmes and other television related activities in the broadest
sense;  CThe
Licensee and Licensor have entered into a transfer agreement relating to the
contribution by Licensor of the shares in Veronica Uitgeverij B.V., against an
issue of (new) shares in the capital of the Licensee and a share purchase
agreement relating to the sale by Licensor of all outstanding and issued share
capital of Veronica Litho B.V. and Veronica Digitaal B.V. against  the acceptance by the Licensee or a company
designated by the Licensee of certain liabilities;  3 
   DAs part of
the agreement referred to under recital C, the parties have agreed that the
Licensor will grant the Licensee a perpetual and exclusive right to use certain
Veronica Trademarks and Veronica Domain Names, and to sublicense such right,
for television and television related activities and for printed media and
related activities, in the broadest sense, under the terms and conditions as
set forth in this Licence Agreement;  EThe
Licensee is willing to accept such terms and conditions for this licence.  HAVE AGREED AS FOLLOWS:  Article 1 - Definitions  1.1Unless the
context requires otherwise, the following terms and expressions in this Licence
Agreement shall have the following meaning:  Affiliate:
  
  Any
  subsidiary or group company as defined in Article 2:24a and 2:24b of the
  Dutch Civil Code;Annex:
  
  Any
  annex to this Licence Agreement;Code of Conduct:
  
  The
  code of conduct for the use of the Licensed Trademarks and the Licensed
  Domain Names  in the form as set out
  in Annex 5, to be signed on the Effective Date with the signing of
  this Licence Agreement;Effective Date:
  
  The
  day the last Party has executed this Licence Agreement;Licence Agreement:
  
  This
  licence agreement including the Annexes;  4 
   Licensed Domain Names:
  
  The
  Veronica Domain Names as licensed to Licensee hereunder, specified in Annex
  4 (a);Licensed Trademarks:
  
  The
  Veronica Trademarks as licensed to Licensee hereunder, specified in Annex
  3(a);New Domain Names:
  
  Domain
  names consisting of the Licensed Trademarks or elements thereof that Licensee
  wishes to license in after the date hereof in conformity with article 5.5 of this
  Licence Agreement;New Trademarks:
  
  Trademarks
  consisting of the Licensed Trademarks or elements thereof that the Licensee
  wishes to have registered and licence in after the date hereof in conformity
  with article 5.3 of this Licence Agreement;Parties:
  
  The
  Licensor and the Licensee;Residual Field of Use:
  
  All
  commercial and non-commercial use of the Veronica Trademarks and/or the
  Veronica Domain Names for goods and services other than those that fall
  within the SBS Field of Use, the Veronica Field of Use and the Sky Field of
  Use;SBS Field of Use:
  
  The
  products and services for which the Licensor hereby grants SBS the right to
  use the Licensed Trademarks and the Licensed Domain Names, as set out in
  article 2.1;  5 
   Sky Field of Use:
  
  The
  products and services for which the Licensor has granted Sky Radio Ltd. the
  right to use certain Veronica Trademarks and Veronica Domain Names, as set
  out in article 2.4(b);Specified Licensed Trademarks:
  
  The Licensed Trademarks, listed in Annex
  3(b);Veronica Domain Names:
  
  The
  domain names listed in Annex 2;Veronica Field of Use:
  
  The
  products and services for which the Licensor may grant Vereniging Veronica
  the right to use the Veronica Trademarks and Veronica Domain Names, as set
  out in article 2.4(a);Veronica Merken B.V.:
  
  The
  legal entity in which Licensor shall , after the Effective Date, contribute
  the Veronica Trademarks and Veronica Domain Names and which legal entity shall
  adhere to this Licence Agreement with Licensee;Veronica Trademarks:
  
  The
  trademark registrations and trademark applications, unregistered marks and
  logos, including all copyrights, design rights and rights of a similar nature
  in the same, specified in Annex 1.Veronica Web-site:
  
  The
  web-site referred to in article 6.1Warranted Licensed Domain Names:
  
  The
  Licensed Domain Names as specified in Annex 4(b);  6 
   Warranted Licensed Trademarks:
  
  The
  Licensed Trademarks specified in Annex 3(c);  1.2Use of
definitions: in this Licence Agreement, the use of the singular shall include
the plural and vice versa.  Article 2  Exclusive licence  2.1The
Licensor hereby grants to the Licensee a world-wide, exclusive and perpetual
right to use the Licensed Trademarks and the Licensed Domain Names in
connection with the following:  (a)all
television and other visual and audio-visual services and products which are
perceivable by individuals via screens of any nature whatsoever, whether the
relevant technology exists at the date of this Licence Agreement or is
developed in the future, and howsoever distributed;  (b)printed
media, including but not limited to products and services consisting of printed
copy devices, including but not limited to magazines and papers, meant for
distribution to the public;  (c)any and
all events (excluding musical events) relating or in connection with the
services and products mentioned under (a) and (b);  (d)all
services and products related to or in connection with any of the activities
under (a) and (b), within and outside the company of the Licensee and its
Affiliates such as, but without limitation e.g. on  7 
   letterheads, personnel clothing, company cars,
on web sites;  (e)merchandising
the Licensed Trademarks and Licensed Domain Names  to the extent related to the activities mentioned under (a) and
(b);  (f)any and
all services and products relating to or in connection with the rights granted
under (a) and (b), including without limitation  (i)the
marketing, promotion and advertising of these services and products, via any
present or future means, including but not limited to radio, television,
Internet, telephone (e.g. WAP), direct mail, newspaper and magazine
advertising, billboards, and posters and any other present or future means of
advertising; and  (ii)any
spin-off activities and products relating to or in connection with the rights
granted under (a) and (b), such as EPG services, web-site and mobile
telecommunications services, ringtones and activities including without
limitation SMS services and gaming, via any and all media and by all other
methods now known or hereafter devised or developed, including but not limited
to satellite, cable, wire, fibre, terrestrial over the air, home entertainment,
software, hardware, internet, telephone (e.g. SMS, I-mode and WAP), all other
forms of on-line and interactive and enhanced rights or media or similar
applications or devices and, as far as screen originated: tape, disc, CD and/or
DVD.  2.2(a)Only the
Licensee may use the Veronica Trademarks and  8 
   the Veronica Domain Names in conjunction with
or containing the words tv, television, magazine, guide, electronic
programme guide and/or epg;  (b)Only the
Licensee may use the Veronica Trademarks and the Veronica Domain Names in
conjunction with or containing the words satellite and/or digital as such;  (c)The
Licensee may only use the Veronica Trademarks and the Veronica Domain Names in conjunction with or
containing the words channel, mobile and/or internet if used in
combination with the word tv or television or with another clear reference
to its printed media Field of Use (such as in combination with magazine);  (d)The
Licensee may use the Licensed Trademark (application) Veronica Music
Television  only for one or more television programme(s) or television
channel(s) and may use the Licensed Trademark (application) Veronica Music
Magazine  only for one or more magazines;  (e)The words
indicated under (a), (b) and (c) above also refer to the translations of these
words in another language.  2.3The
licence granted hereunder is exclusive, meaning that the Licensor shall not
use, or grant any licences to any third parties for use of, the Licensed
Trademarks for the SBS Field of Use.  2.4Licensee
hereby acknowledges and accepts that the Licensor has granted or shall grant
rights to Vereniging Veronica and Sky Radio Ltd. for the use of certain
Veronica Trademarks and/or the Veronica Domain Names for:  9 
   (a)the Veronica Field of Use: (i)non-profit activities of Vereniging Veronica (Verenigings
activiteiten); (ii)non-profit
educational activities; (iii)charity
(liefdadigheid); (iv)any and
all non-profit events (including musical events).  Non-profit means that the activities of
Vereniging Veronica under articles 2.4(a) (i) - (iv) may make a profit if the
total estimated budget (including the estimated budgets of any Affiliates or
third parties that, against payment by Vereniging Veronica, undertake the
organisation or exploitation or assist Vereniging Veronica in these activities)
is lower than 250,000 ex VAT. For the avoidance of doubt it is expressly
stated that if the total estimated budget is higher than 250,000.- ex. VAT,
the activities shall be considered to be outside of the scope of the Veronica
Field of Use.  (b)the Sky Field of Use:  (a)For all
radio and other audio services and products which are perceivable by
individuals via loud speakers of any nature whatsoever, whether the relevant
technology exists at the date of this Licence Agreement or is developed in the
future, and howsoever distributed, including in particular (without limitation
audio broadcasting and transmission and the exploitation of one or more radio
stations (the Radio Station(s));  (b)any and
all events relating or in connection with the services mentioned under (a)
(including without limitation  10 
   musical events, live performances, sponsoring and audio (re)broadcasting
of audio pieces which were previously recorded and/or broadcast in whichever
media);  (c)all
services related to or in connection with the services and products under (a),
such as, but without limitation, use within and outside the company, e.g. on
letterheads, personnel clothing, company cars and on  web sites;  (d)merchandising
the Licensed Trademarks and Licensed Domain Names to the extent related to the
activities mentioned under (a);  (e)any and
all services and products relating to or in connection with the rights granted
under (a), including and without limitation,  (i)the marketing,
promotion and advertising, via all media and by all other methods, including
but not limited to radio, television, Internet, telephone (e.g. WAP), direct
mail, newspaper and magazine advertising, billboards, posters and any other
present or future means of advertising, it being understood that insofar as
printed media are concerned that are aimed at the general public or Radio
Station(s) listeners, the Sky Field of Use shall exclude the publication
and/or distribution, for commercial gain, of printed media under a name which
includes the name Veronica, which restriction does not apply to business to
business communication; and  11 
   (ii)any
spin-off activities and products relating to or in connection with the rights
granted under (a), such as web-site and mobile telecommunications services,
ringtones and activities including without limitation SMS services and gaming,
via any and all media and by all other methods now known or hereafter devised
or developed, including but not limited to satellite, cable, wire, fibre,
terrestrial over the air, home entertainment, software, hardware, internet,
telephone (e.g. SMS, I-mode and WAP), all other forms of on-line and
interactive and enhanced rights or media or similar applications or devices
and, as far as audio originated tape, disc, CD and/or DVD;  (c)The fields
of use as set out under article 2.1 and 2.4(a) and (b) are described and
summarised by way of example and clarification in Annex 6 headed Field
of Use overview. The Licensor will include the same in the license agreement
with Sky Radio Ltd.  2.5The
Licensor has procured and shall procure that neither the licence to Sky Radio
Ltd. (referred to in article 2.4(b)) nor the licence to Vereniging Veronica
(referred to in article 2.4(a)) shall permit the relevant licensee to use, or
permit any other party to use, the Veronica Trademarks and the Veronica Domain
Names within the SBS Field of Use. This is subject to the Licensee's
acknowledgement of the Sky Field of Use and the Veronica Field of Use contained
in article 2.4(a) and (b).  2.6Other than
the Licensees financial and other obligations as set out in the agreement
referred to in recital C, no further payments by the Licensee to the Licensor
shall be due for the rights granted hereunder to the Licensee.  12 
   2.7The
Licensee acknowledges that ownership of the Veronica Trademarks vests
exclusively in the Licensor. The Licensee also acknowledges that the Licensor
is the sole and exclusive rightful claimant of the Veronica Domain Names. The
Licensee shall not obtain or claim any right, title or interest, of whatever
nature, in or to any of the Veronica Trademarks or any of the Veronica Domain
Names as a result of the Licensees use thereof under this Licence Agreement
unless stipulated otherwise herein.  2.8The
Licensee warrants that it shall for the products and services set out in
article 2.1 make such use of those of the Specified Licensed Trademarks listed
in Annex 3(b) as is the minimum required by the applicable legislation
to prevent the lapse of the Licensors rights in those Trademarks.  2.9The
Licensee shall only use the Licensed Trademarks and the Licensed Domain Names
as authorised under this Licence Agreement.  2.10Neither
Party shall use the Licensed Trademarks and/or the Licensed Domain Names in any
way that will invalidate (excluding non-use for other marks than Specified
Licensed Trademarks) or cause any of the Veronica Trademarks to become generic.
The Licensee will not be considered to have caused a Veronica Trademark to
become generic by not taking action against third parties. In the light of
these requirements the Code of Conduct applies. If the Parties decide to grant
licenses to use the Veronica Trademarks and/or the Veronica Domain Names to
third parties, those third parties shall be bound by the Code of Conduct. Any
changes and amendments to the Code of Conduct shall have to be mutually agreed
upon between all the initial parties thereto;  2.11The
Licensee shall:  13 
   (a)in each
edition of Veronica Magazine and Satellite, include the following notice in
the colophon;  (b)on its
internet site veronicatv.nl, on the page about Veronica, which page shall
be accessible via a button, include the following notice:  VERONICA® is a trademark of Veronica Merken BV  2.12The
Licensee shall not:  (a)use the
Licensed Trademarks together or in conjunction with any other trademark(s), sign(s)
or logo(s), (whether registered or not), unless the Licensed Trademarks are
sufficiently distinguished from the surrounding and adjacent texts and
graphics, except with the prior written consent of the Licensor, such consent
not to be unreasonably withheld or delayed. It is hereby agreed that any use of
the Licensed Trademarks in connection with a number symbol and/or any of the
trademarks, logos, service marks or programme names of the Licensee shall be
considered to be reasonable and shall be deemed approved by the Licensor;  (b)do or
authorise any third party to do any act that may invalidate or be inconsistent
with the rights of the Licensor in the Licensed Trademarks and shall not omit
or authorise any third party to omit or to do any act that, by its omission,
may have that effect or character;  (c)attack,
question or dispute any rights of the Licensor in the Veronica Trademarks and
the Veronica Domain Names. Insofar as the Specified Trademarks are concerned,
article 2.12(c) will remain in effect during 1 (one) calendar year after
termination of this Licence Agreement.  2.13Any and
all use by the Licensee of the Licensed Trademarks outside of The  14 
   Netherlands is at the full risk and account of the
Licensee. The Licensee hereby indemnifies the Licensor and holds the Licensor
harmless against all losses, damages, costs, expenses and other liabilities
(including, without limitation, all reasonable legal and other professional
fees) incurred by the Licensor as a result of or in connection with such use.  Article 3  The Residual Field of Use  3.1The Parties agree
that in the Residual Field of Use, the Veronica Trademarks and the Veronica
Domain Names shall only be used within the scope of and in accordance with the
Code of Conduct and as follows:  (a)if either
the Licensee, Sky Radio Ltd. or Veronica Holding B.V. (the Interested Parties) wish to make use, or is
approached by a third party wishing to make use, whether commercial or
non-commercial, of the Veronica Trademarks and/or the Veronica Domain Names in
the Residual Field of Use it shall be required to make a proposal in writing,
to be sent out both by fax and by registered mail to the (other) Interested
Parties, setting out in sufficient detail how to jointly exploit the Veronica
Trademarks and/or the Veronica Domain Names (the Proposal). The (other) Interested Parties shall confirm
within 30 days following receipt of the Proposal, whether they wish to
participate in the proposed exploitation. If an Interested Party does not
respond within 30 days it will be deemed to have declined to participate in the
proposed activity. The costs and profits of such exploitation shall be shared
between the participating Interested Parties and/or third parties, if any, in a
ratio to be agreed upon. In the Residual Field of Use the Veronica Trademarks
and the Veronica Domain shall be exploited via a separate special purpose
vehicle in which 15 
   the participating Interested Parties and/or
third parties, if any, shall hold an interest to be agreed upon.  (b)upon
receipt of the Proposal any Interested Party has the right to veto the
Proposal, meaning the Proposal cannot be accepted or executed by the other
Interested Parties, and the Licensor shall not grant a licence for the
exploitation as per the Proposal, if the Interested Party has reasonable
grounds to deem the use as set out in the Proposal detrimental to the image of
the Veronica Trademarks and/or its interests under its respective Licence
Agreement.  (c)if one or
more Interested Parties decline to participate in the proposed exploitation as
per the relevant Proposal, the remaining participating Interested Parties
and/or third parties, if any, may, subject to the prior agreement between all
of the Interested Parties on a market value licence fee(s), jointly exploit
them as per paragraph (a) and in accordance with the Code of Conduct and the
agreed licence fee shall be paid to the non-participating Interested Parties.  Article 4  Maintenance of the
Licensed Trademarks / Recordal of the licence  4.1The
Licensor shall keep the Licensed Trademarks and the Licensed Domain Names duly
registered for the duration of this Licence Agreement.  4.2If a
Licensed Trademark that is not a Warranted Licensed Trademark is up for
renewal, the Licensor will consult with the Licensee whether the latter is
using or plans on using this Licensed Trademark. If the Licensee indicates such
is not the case the Licensor has the right to abandon the registration of such
Licensed Trademark. Costs of renewal will be for the Licensee, pro  16 
   rata parte 
if the relevant trademark is Licensed to more than one Licensee.  4.3The
Licensor will instruct its trademark agent to provide the Licensee with copies
of any and all correspondence in respect of the maintenance and renewal of the
Licensed Trademarks and the Licensed Domain Names.  4.4The
Licensor, after the signing of this Licence Agreement by the Parties, shall
have the licence on the Licensed Trademarks granted to the Licensee hereunder
recorded in the relevant trademark registers with respect to these Licensed
Trademarks for which Licensee requests such recordal. The Licensee shall bear the
costs of this registration. The Licensor shall provide the Licensee with copies
of the certificates of registration.  4.5The
Licensor hereby grants to the Licensee an irrevocable power of attorney to sign
all documents and to carry out all acts on behalf of the Licensor to comply
with articles 4.1, 4.3 and 4.4 if the Licensor, after having been given written
notice requiring it to comply with these articles, within 14 days fails to
fulfil any of its obligations set out in those articles. The Licensor shall
immediately on demand reimburse all reasonable expenses incurred by the
Licensee in exercising this power of attorney, except for the costs for the
recordal mentioned in article 4.4.  Article 5 
Change of Licensed Trademarks / New Trademarks and New Domain Names  5.1(a)Subject to
the provisions of this article 5.1, Licensee shall have the right to further
develop, adapt, amend, modify and translate the Licensed Trademarks (Brand
Variation), and to use any such Brand Variation in relation to the SBS Field
of Use.  17 
   5.1(b)The
Licensee may, when using the Licensed Trademarks, in its own discretion change
or redesign these as long as the redesigned or changed Licensed Trademarks
retain the same look and feel and the change or redesign does not
substantially affect the brand recognition in the market of the Licensed
Trademarks.  5.1. (c)The Licensee may not,
when using the Licensed Trademarks, change the distinctive element nor act
outside the scope of article 5.1(b) without the Licensors prior written
consent. For the purposes of this Licence Agreement, the Parties agree
that  the distinctive element of the
Licensed Trademarks is the word veronica.  5.1(d)Licensee
shall, as soon as reasonably possible, inform Licensor of any changes and
redesigns and Licensor shall inform its other licensees. The obligation to
inform shall not apply and no consent of the Licensor will be required for
incidental Brand Variation, such as temporary use of the Licensed Trademarks
written backwards, mirror wise or with omission of certain letters, colour
variation (with respect to registered colour marks), variation on jingles, and
addition of graphic elements.  5.1(e)Licensee
shall allow, and shall procure that Sky Radio Ltd and Vereniging Veronica will
be able to use the changed or redesigned marks for their fields of use by
providing (at no cost) the artwork resulting from such redesign or change (also
if this is registered as a New Trademark) upon request, or by using its
reasonable best efforts to procure that a third party that holds copyrights in
redesigns or changes is willing to grant a licence to such other licensees.  5.1(f)If any
copyrights or other ancillary rights of any nature whatsoever in the Veronica
Trademarks or Veronica Domain Names (including New Trademarks and New Domain
Names) should arise on the side of Licensee  18 
   or its Affiliates or sub-licensees, Licensee shall not, and shall
procure that its Affiliates and sub-licensees shall not, hold such rights
against Licensor or any of Licensors other licensees.  5.2Licensor shall impose
similar obligations on its other licensees as imposed on Licensee in article
5.1(c), 5.1(d), 5.1(e) and 5.1(f).  5.3If the
Licensee wishes to have filed and registered for the SBS Field of Use certain
trademarks consisting of the Licensed Trademarks or elements thereof or any
unregistered marks, logos or taglines or the like, not listed in Annex 1
but used by the Licensor and/or its Affiliates before the date of signing of
this Licence Agreement, inside or outside of the territories where these are
currently registered or in any such (additional) classes that fall within the
SBS Field of Use mentioned under 2.1 (New Trademarks), it shall request the
Licensor in writing to do so. The Licensor, within a reasonable term after
receipt of the Licensees request and at the Licensees expense, shall apply or
file for and register the requested New Trademark at least for the class
headings of the international class 38 and 41 insofar the SBS Field of Use as
set out in article 2.1(a) is concerned and/or for the international classes 16
insofar as the SBS Field of Use as set out in article 2.1(b) is concerned and
for any such additional classes that fall within the SBS Field of Use mentioned
under 2.1 It is understood that the New Trademarks cannot consist of the
Veronica Trademarks as registered or applied for at the date hereof.  5.4Any and
all filings, applications and registrations of New Trademarks by Licensee shall
be in the name of the Licensor only, but shall be made for the sole expense and
risk of the Licensee. The Licensee indemnifies the Licensor against any and all
damages and costs the Licensor may suffer as a result of claims by other
licensees under the Veronica Trademarks and/or third parties in connection with
such filing and/or registration or  19 
   the use thereof by the Licensee in or outside
of The Netherlands. The filing or application, and, upon registration, this
registration, shall automatically form part of the Licensed Trademarks
hereunder.  5.5The
Licensee may register in its own name new domain names that consist of the
Licensed Trademarks or part(s) thereof and that relate to the SBS Field of Use
(New Domain Names). The Licensee shall transfer such New Domain Names to the
Licensor within 14 days after having obtained such New Domain Names or within
such shorter time as will remain until the end of this Licence Agreement if the
Licensee has registered a New Domain Name within less than 14 days before the
expiry of this Licence Agreement.  5.6The
Licensor shall not use or licence any New Trademarks and New Domain Names out
to any of its other licensees under the Veronica Trademarks and/or the Veronica
Domain Names without the Licensees prior written consent, which consent shall
not be unreasonably withheld or delayed. A reasonable ground for refusing
consent may be, for example, that the licensee that requests to use the New
Trademarks or New Domain Names is not willing to, within reasonably limits,
reimburse the Licensee for its investments in the New Trademarks or the New
Domain Names, or wishes to use the New Trademarks or New Domain Names within
the SBS Field of Use. The foregoing likewise applies to the Licensee if any of
the Licensors other licensees under the Veronica Trademarks initiates the
filing and registration of New Trademarks or New Domain Names and the Licensee
wishes to use these New Trademarks or New Domain Names.  20 
   Article 6 
Domain name and homepage veronica.nl  6.1The
Licensor shall at its own cost maintain in existence a web-site under the
domain name <veronica.nl>.  6.2The Licensor shall ensure that four
hyperlink buttons of equal size and substantially equal prominence appear on
the first web-page of this web-site and are in accordance with the layout and
technical specifications agreed in good faith between the Licensor, the Licensee
and Sky, which hyperlink buttons shall respectively provide hyperlinks to:  (i)the web-site with the domain name URL <veronicatv.nl>;  (ii)the web-site with the domain name <veronicamagazine.nl>;  (iii)the
web-site with the domain name URL <verenigingveronica.nl>;
and  (iv)the
web-site with the domain name URL <veronicaradio.nl>.  6.3The Licensee shall, no later than 31 October 2005, on the web-site with
the domain name <veronicatv.nl>
provide a hyperlink to the website with the domain name <veronica.nl>.  6.4The
Licensor and the Licensee agree that the web site as mentioned in article 6.1
may be used by Veronica Merken B.V., the Licensee, Sky Radio Ltd. and
Vereniging Veronica under the Veronica Trademarks as the central (portal)
web-site of Licensee, Sky Radio Ltd. and the Vereniging Veronica. Any
advertising revenues or other revenues in relation to the Veronica Web-site
received by the Licensor shall be divided between the Licensor, the Licensee,
the Vereniging and Sky and paid in the manner to be agreed between these
parties as soon as reasonably possible.  21 
   Article 7  Databases  7.1         (a)Under the
transfer agreement referred to in recital C, the Licensee has obtained all
database rights and copyrights in the database of (i) subscribers to the
magazines known as Veronica Magazine and (Veronica) Satellite and (ii) members
of Vereniging Veronica. Parties agree that all new subscribers to the magazine
known as Veronica Magazine shall, as long as Vereniging Veronica retains the
same legal form, automatically be administered as member of Vereniging Veronica
(lid/abonnee).  (b)The
Licensee will, at the written request of Vereniging Veronica distribute a
mailing solely for the Veronica Field of Use to the members of the Vereniging
at cost 2 times per year. The Licensor acknowledges that it has no right to use
or receive the data in the databases mentioned in article 7.1(a) until further
agreement is reached with the Licensee.  (c)The
Licensor agrees and warrants that it will not, nor will it allow any Affiliate
(including Vereniging Veronica), or a third party to directly or indirectly use
any of the membership data it owns on the date hereof or after the date hereof,
whether or not directly or indirectly derived from the databases mentioned
under (a), for any activities competitive with the SBS Field of Use, including
but not limited to any public or commercial audiovisual broadcasting or printed
media activities.  7.2.The
Licensee shall, against payment of the technical costs at cost, reserve for
Vereniging Veronica in Veronica Magazine up to 12 advertorial pages  22 
   per calendar year to be used at the discretion
of Vereniging Veronica. If Vereniging Veronica wishes to use more than one full
page in a certain month it will have to consult with Veronica Uitgeverij
B.V.  Vereniging Veronica and Veronica
Uitgeverij B.V. will contact directly as to the manner and time of delivery to
Veronica Uitgeverij B.V. of the information to be published in Veronica
Magazine in accordance with the advertorial conditions in use by Veronica
Uitgeverij B.V.  7.3The
Licensee agrees to maintain at cost the database of members of Vereniging
Veronica and, from time to time, to update that database with all relevant data
provided by Vereniging Veronica, provided that this data is supplied to the
Licensee in accordance with all applicable privacy legislation (including the Wet Bescherming Persoonsgegevens). The
Parties acknowledge and agree that all intellectual property rights in the
revised and updated database shall belong to the Licensee. The Licensor shall
procure that the Vereniging Veronica shall transfer any intellectual property
rights that it may acquire in and to any such data to the Licensee in full and
without any limitation or encumbrance so that the Licensee is the sole and
absolute owner thereof.  7.4After
termination of this Licence Agreement, the Licensee will provide Vereniging
Veronica with a list of Vereniging Veronicas members as administered by the
Licensee within a month after Vereniging Veronica has committed itself in
writing to an identical obligation Licensor has committed itself to under
article 7.1(c) and article 14.1 of this Licence Agreement. Such obligation on
Vereniging Veronica will have effect for a period of 5 (five) years from the
date of provision of the data by Licensee to Vereniging Veronica.  23 
   Article 8 -
Licence period / termination  8.1This
Licence Agreement shall commence on the Effective Date and shall continue in
force until terminated under the provisions of this article 8.  8.2The
Licensor, without prejudice to its right to bring an action for damages, shall
only be entitled to terminate this Licence Agreement with immediate effect by
giving written notice to the Licensee upon the occurrence of any of the
following events:  (a)if the
Licensee is no longer active in any audio-visual services;  (b)if the
Licensee petitions for or consents to any relief under bankruptcy,
reorganisation, receivership, insolvency, compromise or similar laws or
statutes, or if the Licensee consents to the appointment of a receiver,
liquidator, trustee or assignee in bankruptcy of all or a substantial part of
its assets or if the Licensee makes an assignment for benefit of, or
composition with, creditors;  (c)if the
Licensee is dissolved or all of its business is liquidated, wound up,
discontinued, or any decision is taken in this respect.  8.3The
Licensor, without prejudice to its right to bring an action for damages and/or
specific performance, shall only be entitled to terminate this Licence
Agreement if the Licensee is in material breach of its obligations to the
Licensor hereunder and has failed to remedy such breach within 60 (sixty) days
after the Licensor has given written notice requesting the Licensee to remedy
the breach and the Parties are unable to come to another solution at CEO level
before the end of the 60 days term. Unless expressly provide otherwise
hereunder,  any notice of termination
given by the Licensor under this article 8.3 shall take effect, and this
Licence Agreement (or the relevant part thereof) shall terminate, 9 (nine) calendar
months after the date of receipt of the Licensors notice by the Licensee or at
such earlier date as the Licensee elects.  24 
   8.4Where the
Licensor terminates this Licence Agreement under article 8.2(a), (b) or (c) the
Licence Agreement terminates in its entirety.  8.5Where the
Licensor terminates, within 3 (three) years after the Effective Date, this
Licence Agreement under article 8.3, and the Licensees breach relates solely
to the television and audio-visual services this Licence Agreement will
terminate in its entirety. In said case, with respect to printed media the
termination will have effect 2 (two) calendar years after the date of
termination whereas with respect to television and audiovisual services, the 9
(nine) months period of article 8.5 will apply .  8.6        (a)Where the
Licensor terminates this Licence Agreement under article 8.3 and the Licensees
breach relates solely to one of the magazines (e.g. at the date hereof Veronica
Magazine and Satellite) published by Licensee in the SBS printed media Field of
Use as defined in article 2.1(b), the termination will not apply to other
magazines published by Licensee in the SBS printed media Field of Use in
article 2.1(b) of  this Licence Agreement.  (b)Where the
Licensor terminates this Licence Agreement under article 8.3 and the Licensees
breach relates solely to part of the printed media, and, after three years
after entering into this Licence Agreement, solely to the television and
audiovisual services, the Licence Agreement shall only terminate for the
relevant part of the Field of Use (either article 2.1(a) or 2.1(b) with due
observance of article 8.6(a)) to which the breach relates.  8.7.Where the
Licensor terminates this Licence Agreement the Licensee shall, immediately upon
the expiry of the 9 (nine) months period as set out in article 8.3, or if
applicable, the 2 (two) years period mentioned in article 8.5,  have ceased and shall desist from any and
all use of the Licensed  25 
   Trademarks and the Licensed Domain Names for
those products or services for which this Licence Agreement was terminated.  8.8This
Licence Agreement shall continue in force if:  (i)the
Licensor petitions for or consents to any relief under bankruptcy,
reorganisation, receivership, insolvency, compromise or similar laws or
statutes, or the Licensor consents to the appointment of a receiver,
liquidator, trustee or assignee in bankruptcy of all or a substantial part of
its assets or the Licensor makes an assignment for benefit of, or composition
with, creditors; or;  (ii)the
Licensor is dissolved or its business is in whole or in part, liquidated, wound
up, discontinued, or any decision is taken in this respect;  for the event that either (i) or (ii) above
occurs, the Licensor here and now grants to the Licensee the option
(bindend-aanbod) to sell and transfer in full and without any limitation or
encumbrance other than agreed or acknowledged by the Licensee in this Licence
Agreement, the Veronica Trademarks and the Veronica Domain Names (and the
registrations thereof) to an entity to be indicated by the Licensee for the sum
of  1 (one) Euro ex. VAT.  8.9The
Licensee may terminate this Licence Agreement by way of written notice under
observance of a termination period of at least 6 (six) months.  8.10Where the
Licensee terminates this Licence Agreement it shall, immediately after the
termination period as set out in article 8.9, cease and desist from any and all
use of the Licensed Trademarks and the Licensed Domain Names.  26 
   8.11Upon
expiry of the termination periods stipulated in the articles 8.3, 8.5 and 8.10
hereof the Licensor shall cease and desist and, if the Licensee in its consent
mentioned in article 5.6 has stipulated that the other licensee(s)  must cease the use of the New Trademarks
upon the expiry of this License Agreement with the Licensee, shall cause any of
its licensees to cease and desist any and all use of all of the New Domain
Names and New Trademarks. The foregoing , including the licensees right to
stipulate as stated, only applies 
insofar these New Trademarks contain trademarks, brands or names of
programs of the Licensee and do not solely consist of Veronica Trademarks as at
the Effective Date.  8.12The
Licensor and the Licensee shall, upon expiry of the termination periods
stipulated in the articles 8.7 and 8.10 hereof, have jointly instructed the
deletion of the registration of the Licensees licences on the Licensed
Trademarks in the relevant trademarks register(s). The Licensee hereby grants
to the Licensor an irrevocable power of attorney to sign all documents and to
carry out all acts on behalf of the Licensee to comply with this article 8.12
if the Licensee, after having been given written notice requiring it to comply
with these articles, within 14 days fails to fulfil any of its obligations set
out in this article. The Licensee shall immediately on demand reimburse all
reasonable expenses incurred by the Licensor in exercising this power of
attorney.  Article 9 -
Consequences of termination  9.1Upon
termination of this Licence Agreement by the Licensor due to an unremedied
breach by the Licensee as set out in article 8.3 the Licensee shall have no
right against the Licensor for compensation for loss of licence rights, loss of
goodwill or any similar or other financial loss.  27 
   9.2Articles
7.1(c) and 12.1 of this Licence Agreement shall continue in force and shall
survive any termination, for whatever reason, including but not limited to
(part) rescission, of this Licence Agreement. Article 7.1(c) will expire 5
(five) years after termination of this Licence Agreement or so much later as
Vereniging Veronica has committed itself vis-à-vis Licensee in accordance with
article 7.4.  Article 10  Protection of the Veronica Trademarks  10.1If either
Party determines that there is a material infringement of the Licensed
Trademarks by a third party, not being another licensee under the Veronica
Trademarks (material meaning that the reputation of the Licensed Trademarks
and/or the interests of Licensee and/or Licensor under this Licence Agreement
could be seriously harmed or jeopardized) it shall send the other Party a
written notice informing it of the material infringement. Within a maximum of
three working days after receipt of the notice by the other Party, the Licensee
and the Licensor shall discuss the course of action to be taken. After such
consultation with the Licensor the Licensee has the right to take action,
including bringing a legal action in the name of the Licensor, as it in its
discretion sees fit, provided that prior to taking such action the Licensee has
notified the other licensees under the Veronica Trademarks, if any, of the
infringement and invited them to participate in the action to claim their
damages resulting from said infringement, if any. For the purpose of such
action the Licensor hereby grants to the Licensee an irrevocable power of
attorney to act in the Licensors name and to sign all documents and to carry
out all acts on behalf of the Licensor. This power of attorney includes the
right to, on behalf of the Licensor, claim damages and surrender of profits as
set out in article 13A paragraph 4 of the Benelux Trademark Act. The costs of
and any damages awarded in respect of such actions will be paid by or respectively
be for the benefit of the Party incurring the costs or damages. The Licensee
will keep the  28 
   Licensor duly informed of any legal actions
taken on the basis of this power of attorney. The Parties agree not to settle
or agree to any compromise of its claim or action without the prior written
consent of the other Party, which consent shall not be unreasonably withheld or
delayed.  10.2Each of
the Licensee and the Licensor agree to notify the other as soon as reasonably
possible after becoming aware that a third party is bringing, or may bring, a
claim or action for infringement of that third partys intellectual property
rights which relates to the Licensed Trademarks and/or the Licensed Domain
Names.  10.3If a third
party claims that the Licensee, by using the Licensed Trademarks and/or the
Licensed Domain Names, infringes upon its intellectual property rights, the
Licensee has the right to, at its own expense, dispute, in or out of court, any
such claim. The Licensee shall at all times consult with the Licensor on the
course of action to be taken. The Licensee agrees not to settle or agree to any
compromise of the third partys claim or action without the prior written
consent of the Licensor, which consent shall not be unreasonably withheld or
delayed.  Article 11
- Warranties / indemnification  11.1The
Licensor represents and warrants with respect to the Warranted Licensed
Trademarks listed in Annex 3(c) and the Licensed Domain Names listed in Annex
4(a):  (a)that it is
entitled to enter into this Licence Agreement and to grant the licence granted
hereunder;  (b)that it
has not and shall not grant a licence to use the Veronica Trademarks and/or the
Veronica Domain Names for the SBS Field  29 
   of Use to any other party, subject to
Licensees acknowledgement of the Veronica Field of Use and Sky Field of Use;  (c)that it
shall itself not use the Veronica Trademarks and/or the Veronica Domain Names
for the SBS Field of Use;  (d)that it is
the sole and absolute owner of the Licensed Trademarks;  (e)that it is
the sole and absolute claimant of the Licensed Domain Names;  (f)that the
use of the Licensed Trademarks and the Licensed Domain Names by the Licensee in
accordance with this Licence Agreement within the Netherlands (or, where the
Licensed Domain Names are concerned, for web-sites specifically aimed at The
Netherlands) does not infringe any intellectual property rights of any third
parties.  (g)that, on
the date hereof, the Licensed Trademarks are validly applied for or registered
in the trademark registries for the classes as set out in Annex 3;  (h)that, on
the date hereof, the Licensed Domain Names are registered in the name of the
Licensor;  (i)that the
registrations of the Licensed Trademarks are sufficient for the services and
products for which the licence set out in article 2.1 under (a) and (b) is
granted;  (j)the making
of and the performance of its obligations under this Licence Agreement does not
conflict with any other obligations of the Licensor.  30 
   (k)that, on
the date hereof, none of the Licensed Domain Names and Licensed Trademarks are
subject to any encumbrance or any agreement or commitment to give or create any
encumbrance, and no person has claimed to be entitled to any of the foregoing,
with the exception of the license to Sky Radio Ltd. and Vereniging Veronica
with respect to the Sky Field of Use and the Veronica Field of Use and possible
equally ranking rights of pledge of Sky Radio Ltd.  11.2Without
prejudice to the Licensees right to sue for breach of representation and
warranty, the Licensor shall have the right to terminate this Licence Agreement
in respect of a Licensed Trademark only with immediate effect if and when a
court has established (with no further rights of appeal available to the
Licensee) that the Licensees use of that Licensed Trademark infringes the
intellectual property rights of a third party. Where the court ruling relates
only to the use of a Licensed Trademark for certain television and audio-visual
services, the termination shall only apply to the licence to use of that
relevant Licensed Trademark and only in respect of such television and
audio-visual services. Where the court ruling relates only to the use of the
Licensed Trademark for certain printed media, the termination shall only apply
to the licence to use that Licensed Trademark and only in respect of such
printed media. Where the court ruling relates both to television and
audio-visual services and to printed media, this Licence Agreement shall
terminate in respect only of the affected Licensed Trademark and/or services
and products. Article 8.11 and 8.12 apply to the consequences of the immediate
termination by the Licensor under this article 11.2.  11.3The
Licensor indemnifies the Licensee and those sub-licensees that are approved by
the Licensor under article 14.5 hereof, against all losses, damages, costs,
expenses and other liabilities (including, without  31 
   limitation, all reasonable legal and other
professional fees) incurred by the Licensee and its sub-licensees as a result
of a breach of the warranty as set out under article 11.1(f), it being
understood that Licensee will be entitled to settle such claims at reasonable
terms and conditions, given the nature of the claim and all the specific
circumstances. Licensee will inform Licensor timely before any such settlement
is reached. The warranty as set out under article 11.1(f) does not apply to the
Warranted Licensed Trademarks as set out in Annex 3(d).  11.4The
Licensor agrees not to admit liability or to settle or agree to any compromise
of any claim or action brought by a third party for infringement of that third
partys intellectual property rights which relates to the Licensed Trademarks
and/or the Licensed Domain Names without the prior written consent of the
Licensee, which consent shall not unreasonably be withheld or delayed.  Article 12 - Confidential information  12.1The
Licensor and the Licensee each agree to treat in all respects as confidential
any and all commercial information disclosed to it by the other party at any
time during the term of this Licence Agreement and for 5 (five) years following
the termination thereof, except:  (a)as
explicitly otherwise provided in this Licence Agreement;  (b)to the
extent required by law or any competent authority;  (c)to their
professional advisers subject to a duty of confidentiality and only to the
extent necessary for any lawful purpose; and  (d)to the
extent that at the date hereof or hereafter such information is or shall become
public knowledge otherwise than through improper  32 
   disclosure by any person.  12.2The
Licensee agrees that the Licensor may use deliver a copy of this License
Agreement to its trade mark agent solely for internal use, presently Knijff and
Partners in Weesp, The Netherlands.  Article 13 - Costs  13.1Except
where explicitly provided otherwise herein, each Party bears its own costs in
connection with the preparation, negotiation, signing or performance of this
Licence Agreement.  Article 14  Assignment /
transfer  14.1(a)The
Licensor shall not assign, transfer or encumber the Warranted Licensed
Trademarks and/or the Warranted Licensed Domain Names and/or any of its rights
under this Licence Agreement other than in the context of the contribution in
kind against the issuance of shares as contemplated in accordance with article
14.9 of this Licence Agreement. In case of such assignment, transfer or
encumbrance of the Warranted Licensed Trademarks that is not remedied within 60
(sixty) days after receipt of a notice from the Licensee requesting the remedy of
such assignment, transfer or encumbrance, the Licensor immediately forfeits to
the Licensee a penalty of 5,000,000 (five million Euro). As to encumbrances it
is understood that Sky may have an equally ranking right of pledge on certain
Warranted Licensed Trademarks and that the Licensee is given a right of pledge
on all the Warranted Licensed Trademarks hereunder.  33 
   (b)Article
14.1(a) shall likewise apply to a breach by Licensor and/or any Affiliate
including Vereniging Veronica acting in conflict with article 7.1(c).  14.2.As
security for payment for the penalty under article 14.1(a) and/or the
Licensors obligation to pay the Licensee any amount as indemnification
pursuant to article 11.3 of this Licence Agreement, together with all costs
incurred by the Licensee in connection with the protection, preservation or
enforcement of its right of pledge (the Secured
Obligations), the Licensor grants to the Licensee a right of pledge
on the Warranted Licensed Trademarks and the Warranted Licensed Domain Names.
The Licensee hereby accepts such right of pledge (Right of Pledge).A deed of pledge will be signed by the
Parties in the form as attached as Annex 9. It is understood that Sky
may have an equally ranking right of pledge on certain Warranted Licensed
Trademarks.  14.3The
Licensee is entitled to terminate (opzeggen)
in whole or in part the Right of Pledge. The Licensee shall give notice in
writing of any termination to the Licensor.  14.4The
Licensee shall not be obliged to give notice of a sale under article 14.2 to
the Licensor, to holders of a right in rem (beperkt
recht) or those who have made an attachment (beslag) on the Warranted Licensed
Trademarks and the Warranted Licensed Domain Names as referred to in Sections
3:249 and 252 of the Dutch Civil Code.  14.5The
Licensee shall be entitled to sublicense any of its rights hereunder without
the Licensors prior written consent to any of its Affiliates, in which
Licensee, at the time of the sublicensing has and for the duration of the
sub-licence shall maintain, controlling voting rights.  14.6The
Licensee shall not sublicense or transfer its rights hereunder to any third  34 
   party without the Licensors prior written
consent, which consent shall not be unreasonably withheld or delayed.  14.7The
Licensee shall procure and hereby warrants that any and all of its
sub-licensees shall strictly adhere to the obligations for the Licensee under
this Licence Agreement and shall be liable vis-à-vis the Licensor for any act
or omission of such sub-licensee as if this would be an act or omission of the
Licensee.  14.8Except for
the licence granted to Sky Radio Ltd. referred to in article 2.4(b) and the
licences set out in this Licence Agreement, the Licensor shall only be entitled
to grant licences to the Veronica Trademarks and the Veronica Domain Names to
its Affiliates for the Veronica Field of Use. 
Any other licences to the Veronica Trademarks and  the Veronica Domain Names will require the
Licensees prior written consent, not to be unreasonably withheld or delayed by
the Licensee.  14.9Licensee
herewith consents to the contribution in kind, existing of theVeronica
Trademarks and Veronica Domain Names, to Veronica Merken B.V. at or after the
Effective Date pursuant to a deed of contribution in the form of the draft deed
of contribution attached hereto as Annex 7. Upon signing by Veronica
Merken B.V. of a deed of adherence in the form as set out in Annex 8
hereto the Parties agree and Licensee herewith consents to the assignment (contractsoverneming) as meant in article
6:159 of the Dutch Civil Code of all the rights and obligations under this
Licence Agreement by Veronica Holding B.V. to Veronica Merken B.V. on or after
the Effective Date.  14.10Article
14.1-14.8 will also apply to any New Trade Marks and New Domain Names including
the word veronica or derived from any of the logos mentioned in Annex 3(c).
The Licensor agrees to add such New Trademarks and New Domain Names upon first
request of the Licensee to the pledge list  35 
   as meant in Annex 9 hereto. Any and all
registrations of the right of pledge granted to the Licensee hereunder in the
relevant register will be for the account of the Licensee.  Article 15 - Notices  15.1All
notices to the respective parties shall be addressed to:  If
  to the Licensor:
  
  Veronica
  Holding B.V.Attn.:
  
  De
  DirectieAddress:
  
  Olympiaplein
  2 A1213
  NT HilversumWith
  a copy to:
  
  Nauta
  DutilhAttn:
  
  Jeroen
  H.PrellerAddress:
  
  Weena
  7503014
  DA RotterdamPostbus
  11103000
  BC Rotterdamfax:
  +31 10 414844If
  to the Licensee:
  
  SBS
  Broadcasting B.V.Attn.:
  
  Business
  ManagerAddress:
  
  Rietlandpark
  333, 1019 DW AmsterdamWith
  a copy to:
  
  SBS
  Services B.V.Attn.:
  
  DirectieAddress:
  
  Rietlandpark
  353, 1019 EM Amsterdam  or at such other
address as stipulated in writing by the Licensee to the Licensor and vice versa
after the date hereof.  36 
   15.2Every
notice and other communication given under this Licence Agreement shall be sent
by registered mail addressed to the other party at the address above. Notice
shall be deemed given two clear business days after posting.  15.3Licensee
has indicated that the contact person at Licensee for Knijff and Partners, the
present trademark agent of Licensor, is Mr. A.. Kramer, whose contact details
are  SBS
  Broadcasting B.V.Attn.:
  
  Arjo
  KramerManager personele en
  juridische zakenAddress:
  
  Rietlandpark 333, Postbus
  18179 Amsterdam1001 ZB AmsterdamT 020 - 8007580F 020 -8007 453arjo.kramer@sbs6.nl  Article 16 - No rescission /
no nullification  16.1To the
extent permitted by law, the Licensor and the Licensee hereby waive their
respective rights under articles 6:265 to 6:272 inclusive of the Dutch Civil
Code to rescind, or demand in legal proceedings the rescission (ontbinding)of, this Licence Agreement.  16.2To the
extent permitted by law, the Licensor and the Licensee hereby waive their
respective rights under article 6:228 of the Dutch Civil Code to nullify, or
demand in legal proceedings the nullification of, this Licence Agreement on the
ground of error (dwaling).  37 
   16.3If any
provision of this Licence Agreement shall for any reason be held to be fully or
partly invalid, illegal or unenforceable, such invalidity, illegality or
unenforceability shall not affect any other provision of this Licence
Agreement, and the provision that is held to be fully or partly invalid,
illegal or unenforceable will be replaced by a valid, legal and enforceable
provision to be construed in such a way as to reflect as much as possible the
initial intention of the Parties.  16.4All risks
and costs resulting from the (part) rescission or nullification of this Licence
Agreement under the provisions of the applicable competition law and
regulations shall be for the account of the Licensee.  Article 17 - General  17.1No waiver
(whether express or implied) by either party of any breach by the other party
of any of its obligations under this Licence Agreement shall be deemed to
constitute a waiver or consent to any subsequent or continuing breach by such
party of any such obligations.  17.2This
Licence Agreement does not constitute and shall not be construed as
constituting a partnership, agency, joint venture, or distribution agreement
between the parties. Neither party hereto has the right to obligate or bind the
other party hereto in any manner whatsoever.  17.3This
Licence Agreement constitutes and contains the entire agreement between the
parties with respect to the subject matter hereof and supersedes any prior or
contemporaneous agreements, oral or written.  17.4This
Licence Agreement may not be varied, supplemented or modified unless made in
writing and executed by both Parties.  38 
   Article 18 - Governing law, disputes and competent court  18.1This
Licence Agreement is governed by the laws of The Netherlands.  18.2Subject to
the right of either Party to bring summary proceedings before the Provisions
Judge of the Amsterdam Court of First Instance, any dispute arising out of or
in connection with this Licence Agreement shall be escalated in the first
instance to the chief executive officer of each Party for resolution. If the
chief executive officers of each Party are not able to resolve the dispute
within a period of 14 days after escalation, the dispute may be referred by
either Party to the competent court in Amsterdam for resolution in accordance
with article 18.3.  18.3Any
disputes, controversies or claims arising from or in connection with this
Licence Agreement in the first instance shall be submitted to the exclusive
jurisdiction of the competent court in Amsterdam.  THIS
LICENCE AGREEMENT IS SIGNED ON THE FOLLOWING DATES IN TWO COUNTERPARTS, EACH OF
EQUAL TENOR AND VALIDITY  39 
   On behalf
of THE LICENSOR   Date:
  1
  September 2003Signature
  /s/
  Pieter KuipersHereby
  duly represented by: P. Kuipers,Title:
  Managing
  director of Veronica Holding BV  On behalf
of THE LICENSEE   Date:
  1
  September 2003Signature
  /s/
  Andre KreuzenHereby
  duly represented by A.H.T. KreuzenTitle:
  Business
  Manager of SBS Broadcasting B.V.  40 
   ANNEX 1 TRADE MARK REPORT, DATED 28 OCTOBER, 2003    Trademark Report  Trademark
  Appearance
  
  Country
  
  Appl.
  No
  Appl. Date
  
  Reg.
  No
  Reg. Date
  
  Status
  Renewal Date
  
  Reg.
  Owner
  New Owner
  
  ClassesVERONICA INTERACTIVE PLAZA
  
  Benelux
  
  838658
  
  576953
  
  Registered
  
  Veronica Digitaal B.V.wordmark
  
  
  
  07-12-1994
  
  07-12-1994
  
  07-12-2004
  
  Veronica Holding B.V.
  
  09, 16, 35, 36, 38, 41, 42  1 
   TrademarkAppearance
  
  Country
  
  Appl.
  NoAppl. Date
  
  Reg.
  NoReg. Date
  
  StatusRenewal Date
  
  Reg.
  OwnerNew Owner
  
  ClassesALLERTIJDEN
  
  Benelux
  
  1009316
  
  727614
  
  Registered
  
  Vereniging
  Veronicawordmark
  
  
  
  12-04-2002
  
  12-04-2002
  
  12-04-2012
  
  Veronica
  Holding B.V.
  
  38, 41FAKTOR
  
  Benelux
  
  1010958
  
  713028
  
  Registered
  
  Vereniging
  Veronicawordmark
  
  
  
  13-05-2002
  
  13-05-2002
  
  13-05-2012
  
  Veronica
  Holding B.V.
  
  09, 38, 41FINAL
  COUNTDOWN
  
  Benelux
  
  1009318
  
  0717542
  
  Registered
  
  Vereniging
  Veronicawordmark
  
  
  
  12-04-2002
  
  12-04-2002
  
  12-04-2012
  
  Veronica
  Holding B.V.
  
  38, 41INTO THE
  GROOVE
  
  Benelux
  
  1011982
  
  0723204
  
  Registered
  
  Vereniging
  Veronicawordmark
  
  
  
  31-05-2002
  
  31-05-2002
  
  31-05-2012
  
  Veronica
  Holding B.V.
  
  09, 38, 41  2 
   TrademarkAppearance
  
  Country
  
  Appl.
  NoAppl. Date
  
  Reg.
  NoReg. Date
  
  StatusRenewal Date
  
  Reg.
  OwnerNew Owner
  
  ClassesKINK
  
  Benelux
  
  1010212
  
  0717740
  
  Registered
  
  Vereniging
  Veronicaspecial-b/w
  
  
  
  26-04-2002
  
  26-04-2002
  
  26-04-2012
  
  Veronica
  Holding B.V.
  
  09, 16, 38,
  41KINK
  
  Benelux
  
  1016907
  
  0717879
  
  Registered
  
  Vereniging
  Veronicawordmark
  
  
  
  26-08-2002
  
  26-08-2002
  
  26-08-2012
  
  Veronica
  Holding B.V.
  
  09, 16, 38,
  41KINK
  
  Benelux
  
  1009940
  
  0718555
  
  Registered
  
  Vereniging
  Veronicawordmark
  
  
  
  23-04-2002
  
  23-04-2002
  
  23-04-2012
  
  Veronica
  Holding B.V.
  
  09, 38, 41KINK TV
  
  Benelux
  
  1009939
  
  0718554
  
  Registered
  
  Vereniging
  Veronicawordmark
  
  
  
  23-04-2002
  
  23-04-2002
  
  23-04-2012
  
  Veronica
  Holding B.V.
  
  09, 38, 41  3 
   TrademarkAppearance
  
  Country
  
  Appl.
  NoAppl. Date
  
  Reg.
  NoReg. Date
  
  StatusRenewal Date
  
  Reg.
  OwnerNew Owner
  
  ClassesKINK TV
  
  Benelux
  
  1016908
  
  0717880
  
  Registered
  
  Vereniging
  Veronicawordmark
  
  
  
  26-08-2002
  
  26-08-2002
  
  26-08-2012
  
  Veronica
  Holding B.V.
  
  09, 16, 38,
  41MOMENS
  
  Benelux
  
  1015435
  
  0725276
  
  Registered
  
  Vereniging
  Veronicawordmark
  
  
  
  29-07-2002
  
  29-07-2002
  
  29-07-2012
  
  Veronica Holding
  B.V.
  
  09, 16, 38,
  41OH WAT EEN
  NACHT
  
  Benelux
  
  1010807
  
  728505
  
  Registered
  
  Vereniging
  Veronicawordmark
  
  
  
  12-04-2002
  
  12-04-2002
  
  12-04-2012
  
  Veronica
  Holding B.V.
  
  38, 41OOK
  GOEIEMORGEN
  
  Benelux
  
  1009320
  
  727616
  
  Registered
  
  Vereniging
  Veronicawordmark
  
  
  
  12-04-2002
  
  12-04-2002
  
  12-04-2012
  
  Veronica
  Holding B.V.
  
  38, 41  4 
   TrademarkAppearance
  
  Country
  
  Appl.
  NoAppl. Date
  
  Reg.
  NoReg. Date
  
  StatusRenewal Date
  
  Reg.
  OwnerNew Owner
  
  ClassesSOUL II SOUL
  
  Benelux
  
  1011981
  
  0723203
  
  Registered
  
  Vereniging
  Veronicawordmark
  
  
  
  31-05-2002
  
  31-05-2002
  
  31-05-2012
  
  Veronica
  Holding B.V.
  
  09, 38, 41SWOOSH LOGO
  
  Benelux
  
  1012889
  
  
  
  Pending
  
  Vereniging
  Veronicadev-b/w
  
  
  
  17-06-2002
  
  
  
  17-06-2012
  
  Veronica
  Holding B.V.
  
  09, 16, 38,
  41TEASE!
  
  Benelux
  
  1013239
  
  
  
  Pending
  
  Vereniging
  Veronicawordmark
  
  
  
  20-06-2002
  
  
  
  20-06-2012
  
  Veronica
  Holding B.V.
  
  09, 16, 38,
  41VERONICA
  
  Benelux
  
  0995287
  
  0712166
  
  Registered
  
  Vereniging
  Veronicawordmark
  
  
  
  14-08-2001
  
  14-08-2001
  
  14-08-2011
  
  Veronica
  Holding B.V.
  
  02, 03, 04,
  09, 14, 16, 17, 18, 20, 21, 22, 24, 25, 28, 32, 33, 34, 35, 38, 39, 41, 42  5 
   TrademarkAppearance
  
  Country
  
  Appl.
  NoAppl. Date
  
  Reg.
  NoReg. Date
  
  StatusRenewal Date
  
  Reg.
  OwnerNew Owner
  
  ClassesVERONICA ONE
  OF US & LOGO
  
  Benelux
  
  1011714
  
  0718431
  
  Registered
  
  Vereniging
  Veronicawrd/dev-b/w
  
  
  
  27-05-2002
  
  27-05-2002
  
  27-05-2012
  
  Veronica
  Holding B.V.
  
  09, 16, 38,
  41  6 
    TrademarkAppearance
  
  Country
  
  Appl.
  NoAppl. Date
  
  Reg.
  NoReg. Date
  
  StatusRenewal Date
  
  Reg.
  OwnerNew Owner
  
  ClassesACINOREV
  
  Benelux
  
  958917
  
  703256
  
  Registered
  
  Vereniging Veronica (oud adres)wordmark
  
  
  
  17-05-2001
  
  17-05-2001
  
  17-05-2011
  
  Veronica Holding B.V.
  
  09, 16, 25, 35, 38, 41HEALTH 4 MEDIA
  
  International registration
  
  NONE
  
  686660
  
  Registered
  
  Vereniging Veronica (oud adres)wordmark
  
  
  
  04-12-1997
  
  04-12-1997
  
  04-12-2007
  
  Veronica Holding B.V.
  
  16, 38, 41VERONICA FM
  
  Benelux
  
  930265
  
  646174
  
  Registered
  
  Vereniging Veronica (oud adres)wordmark
  
  
  
  13-01-1999
  
  13-01-1999
  
  13-01-2009
  
  Veronica Holding B.V.
  
  09, 16, 38, 41VERONICA FM HET NIEUWE GELUID VAN JE RADIO
  
  Benelux
  
  913584
  
  627136
  
  Registered
  
  Vereniging Veronica (oud adres)wrd/dev-co[l]
  
  
  
  03-04-1998
  
  03-04-1998
  
  03-04-2008
  
  Veronica Holding B.V.
  
  09, 16, 38, 41  7 
   TrademarkAppearance
  
  Country
  
  Appl.
  NoAppl. Date
  
  Reg.
  NoReg. Date
  
  StatusRenewal Date
  
  Reg.
  OwnerNew Owner
  
  ClassesVERONICAS VEILIG VUURWERK
  
  Benelux
  
  0883811
  
  0607618
  
  Registered
  
  Vereniging Veronica (oud adres)wordmark
  
  
  
  05-12-1996
  
  05-12-2006
  
  05-12-2006
  
  Veronica Holding B.V.
  
  09, 16, 25, 41  8 
   TrademarkAppearance
  
  Country
  
  Appl.
  NoAppl. Date
  
  Reg.
  NoReg. Date
  
  StatusRenewal Date
  
  Reg.
  OwnerNew Owner
  
  ClassesCLUB VERONICA
  
  Benelux
  
  0796207
  
  0531066
  
  Registered
  
  Vereniging: Veronica Omroep Organisatie
  (oude naam)dev-b/w
  
  
  
  14-05-1993
  
  14-05-1993
  
  14-05-2003
  
  Veronica Holding B.V.
  
  09, 16, 38, 41CLUB VERONICA
  
  Benelux
  
  0796212
  
  0528445
  
  Registered
  
  Vereniging: Veronica Omroep Organisatie
  (oude naam)wordmark
  
  
  
  16-04-1993
  
  16-04-1993
  
  14-05-2003
  
  Veronica Holding B.V.
  
  09, 16, 38, 41CLUB VERONICA
  
  International registration
  
  NONE
  
  605471
  
  Registered
  
  Vereniging: Veronica Omroep Organisatie
  (oude naam)wordmark
  
  
  
  15-07-1993
  
  15-07-1993
  
  14-05-2003
  
  Veronica Holding B.V.
  
  09, 16, 38, 41CLUB VERONICA
  
  International registration
  
  NONE
  
  606379
  
  Registered
  
  Vereniging: Veronica Omroep Organisatie
  (oude naam)dev-b/w
  
  
  
  23-07-1993
  
  23-07-1993
  
  14-05-2003
  
  Veronica Holding B.V.
  
  09, 16, 38, 41  9 
   TrademarkAppearance
  
  Country
  
  Appl.
  NoAppl. Date
  
  Reg.
  NoReg. Date
  
  StatusRenewal Date
  
  Reg.
  OwnerNew Owner
  
  ClassesCOUNTDOWN
  
  Benelux
  
  632488
  
  359745
  
  Registered
  
  Vereniging: Veronica Omroep Organisatie
  (oude naam)wordmark
  
  
  
  21-09-1979
  
  21-09-1979
  
  21-09-2009
  
  Veronica Holding B.V.
  
  25DE NIEUWE KOE
  
  Benelux
  
  983813
  
  0704993
  
  Registered
  
  Vereniging: Veronica Omroep Organisatie
  (oude naam)wordmark
  
  
  
  20-02-2001
  
  20-02-2001
  
  20-02-2011
  
  Veronica Holding B.V.
  
  09, 16, 25, 28, 35, 38, 39, 41, 42KINK FM
  
  Benelux
  
  0853660
  
  0573641
  
  Registered
  
  Vereniging: Veronica Omroep Organisatie
  (oude naam)wordmark
  
  
  
  11-08-1995
  
  11-08-1995
  
  11-08-2005
  
  Veronica Holding B.V.
  
  09, 16, 25, 41  10 
   TrademarkAppearance
  
  Country
  
  Appl.
  NoAppl. Date
  
  Reg.
  NoReg. Date
  
  StatusRenewal Date
  
  Reg.
  OwnerNew Owner
  
  ClassesSOULMATE
  
  Benelux
  
  978218
  
  703266
  
  Registered
  
  Vereniging: Veronica Omroep Organisatie
  (oude naam)wordmark
  
  
  
  28-11-2000
  
  28-11-2000
  
  28-11-2010
  
  Veronica Holding B.V.
  
  09, 16, 25, 28, 35, 38, 39, 41, 42VERONICA
  
  Benelux
  
  692767
  
  151122
  
  Registered
  
  Vereniging: Veronica Omroep Organisatie
  (oude naam)wordmark
  
  
  
  04-02-1987
  
  04-02-1987
  
  04-02-2010
  
  Veronica Holding B.V.
  
  35, 38, 41VERONICA
  
  International registration
  
  NONE
  
  619024
  
  Registered
  
  Vereniging: Veronica Omroep Organisatie
  (oude naam)wrd/dev-b/w
  
  
  
  19-04-1994
  
  19-04-1994
  
  19-04-2004
  
  Veronica Holding B.V.
  
  09, 16, 35, 41VERONICA & swoosh logo
  
  Benelux
  
  0808037
  
  0539700
  
  Registered
  
  Vereniging: Veronica Omroep Organisatie
  (oude naam)  11 
   TrademarkAppearance
  
  Country
  
  Appl.
  NoAppl. Date
  
  Reg.
  NoReg. Date
  
  StatusRenewal Date
  
  Reg.
  OwnerNew Owner
  
  Classesdev-b/w
  
  
  
  16-12-1993
  
  16-12-1993
  
  16-12-2003
  
  Veronica Holding B.V.
  
  09, 16, 35, 41VERONICA GOES CARIBBEAN
  
  Benelux
  
  0829209
  
  0553878
  
  Registered
  
  Vereniging: Veronica Omroep Organisatie
  (oude naam)wrd/dev-b/w
  
  
  
  21-06-1994
  
  21-06-1994
  
  21-06-2004
  
  Veronica Holding B.V.
  
  09, 16, 41YOUNG CAR OF THE YEAR
  
  Benelux
  
  958919
  
  0706669
  
  Registered
  
  Vereniging: Veronica Omroep Organisatie
  (oude naam)wrd/dev-b/w
  
  
  
  17-05-2001
  
  17-05-2001
  
  17-05-2011
  
  Veronica Holding B.V.
  
  09, 16, 25, 35, 38, 41  12 
   TrademarkAppearance
  
  Country
  
  Appl.
  NoAppl. Date
  
  Reg.
  NoReg. Date
  
  StatusRenewal Date
  
  Reg.
  OwnerNew Owner
  
  ClassesCLUB VERONICA
  
  Benelux
  
  0693140
  
  0151290
  
  Registered
  
  Vereniging: Veronica Omroep Organisatie
  (oude adres/naam)wordmark
  
  
  
  11-02-1987
  
  11-02-1987
  
  11-02-2004
  
  Veronica Holding B.V.
  
  35, 38, 41CLUB VERONICA
  
  Benelux
  
  0664959
  
  0398775
  
  Registered
  
  Vereniging: Veronica Omroep Organisatie
  (oude adres/naam)special-b/w
  
  
  
  04-04-1984
  
  04-04-1984
  
  04-04-2004
  
  Veronica Holding B.V.
  
  09, 16, 25CLUB VERONICA in speciale schrijfwijze
  
  Benelux
  
  0692754
  
  0151113
  
  Registered
  
  Vereniging: Veronica Omroep Organisatie
  (oude adres/naam)special-b/w
  
  
  
  04-02-1987
  
  04-02-1987
  
  04-02-2004
  
  Veronica Holding B.V.
  
  35, 38, 41HOLLAND IS OK, DIE 2 VERONICA
  
  Benelux
  
  0774204
  
  0506490
  
  Registered
  
  Vereniging: Veronica Omroep Organisatie
  (oude adres/naam)dev-b/w
  
  
  
  09-01-1992
  
  09-01-1992
  
  09-01-2012
  
  Veronica Holding B.V.
  
  16, 25, 38, 41  13 
   TrademarkAppearance
  
  Country
  
  Appl.
  NoAppl. Date
  
  Reg.
  NoReg. Date
  
  StatusRenewal Date
  
  Reg.
  OwnerNew Owner
  
  ClassesVERONICA
  
  Benelux
  
  0692766
  
  0151121
  
  Registered
  
  Vereniging: Veronica Omroep Organisatie
  (oude adres/naam)special-b/w
  
  
  
  04-02-1987
  
  04-02-1987
  
  04-02-2013
  
  Veronica Holding B.V.
  
  35, 38, 41VERONICA
  
  International registration
  
  NONE
  
  600996
  
  Registered
  
  Vereniging: Veronica Omroep Organisatie (oude
  adres/naam)special-b/w
  
  
  
  15-04-1993
  
  15-04-1993
  
  15-04-2013
  
  Veronica Holding B.V.
  
  09, 16, 38, 41VERONICA
  
  International registration
  
  NONE
  
  600997
  
  Registered
  
  Vereniging: Veronica Omroep Organisatie
  (oude adres/naam)wordmark
  
  
  
  15-04-1993
  
  15-04-1993
  
  15-04-2013
  
  Veronica Holding B.V.
  
  09, 16, 38, 41VERONICA DRIVE IN SHOW
  
  Benelux
  
  0605178
  
  0329410
  
  Registered
  
  Vereniging: Veronica Omroep Organisatie
  (oude adres/naam)wordmark
  
  
  
  20-09-1974
  
  20-09-1974
  
  20-09-2004
  
  Veronica Holding B.V.
  
  09, 16  14 
   TrademarkAppearance
  
  Country
  
  Appl.
  NoAppl. Date
  
  Reg.
  NoReg. Date
  
  StatusRenewal Date
  
  Reg.
  OwnerNew Owner
  
  ClassesVERONICA DRIVE-IN-SHOW
  
  Benelux
  
  693138
  
  0151288
  
  Registered
  
  Vereniging: Veronica Omroep Organisatie
  (oude adres/naam)wordmark
  
  
  
  11-02-1987
  
  11-02-1987
  
  11-02-2005
  
  Veronica Holding B.V.
  
  35, 38, 41VERONICA SATELLITE
  
  Benelux
  
  0718561
  
  0448889
  
  Registered
  
  Vereniging: Veronica Omroep Organisatie
  (oude adres/naam)dev-b/w
  
  
  
  18-08-1988
  
  18-08-1988
  
  18-08-2008
  
  Veronica Holding B.V.
  
  16, 35, 38, 41VERONICA SPORT in speciale schrijfwijze
  
  Benelux
  
  0678185
  
  0413292
  
  Registered
  
  Vereniging: Veronica Omroep Organisatie
  (oude adres/naam)dev-b/w
  
  
  
  09-10-1985
  
  09-10-1985
  
  09-10-2005
  
  Veronica Holding B.V.
  
  09, 16VERONICA STRANDRACE
  
  Benelux
  
  0719463
  
  0450675
  
  Registered
  
  Vereniging: Veronica Omroep Organisatie
  (oude adres/naam)wordmark
  
  
  
  15-09-1988
  
  15-09-1988
  
  15-09-2008
  
  Veronica Holding B.V.
  
  09, 16, 25, 38, 41  15 
   TrademarkAppearance
  
  Country
  
  Appl.
  NoAppl. Date
  
  Reg.
  NoReg. Date
  
  StatusRenewal Date
  
  Reg.
  OwnerNew Owner
  
  ClassesVERONICA TRAVEL CLUB
  
  Benelux
  
  0709937
  
  0439543
  
  Registered
  
  Vereniging: Veronica Omroep Organisatie
  (oude adres/naam)wordmark
  
  
  
  30-12-1987
  
  30-12-1987
  
  30-12-2007
  
  Veronica Holding B.V.
  
  16, 25, 38, 39, 41VERONICA TV GUIDE
  
  Benelux
  
  0726686
  
  0458218
  
  Registered
  
  Vereniging: Veronica Omroep Organisatie
  (oude adres/naam)dev-b/w
  
  
  
  20-03-1989
  
  20-03-1989
  
  20-03-2009
  
  Veronica Holding B.V.
  
  16, 35, 41, 42VERONICA TV GUIDE
  
  International registration
  
  NONE
  
  541167
  
  Registered
  
  Vereniging: Veronica Omroep Organisatie
  (oude adres/naam)wrd/dev-b/w
  
  
  
  07-07-1989
  
  07-07-1989
  
  07-07-2009
  
  Veronica Holding B.V.
  
  16, 35, 41, 42  16 
   TrademarkAppearance
  
  Country
  
  Appl.
  NoAppl. Date
  
  Reg.
  NoReg. Date
  
  StatusRenewal Date
  
  Reg.
  OwnerNew Owner
  
  ClassesNEVER GROW UP VERONICA
  
  Benelux
  
  967520
  
  683097
  
  Registered
  
  Veronica Uitgeverij B.V.wrd/dev-b/w
  
  
  
  22-06-2000
  
  22-06-2000
  
  22-06-2010
  
  Veronica Holding B.V.
  
  16, 38, 41  17 
   TrademarkAppearance
  
  Country
  
  Appl.
  NoAppl. Date
  
  Reg.
  NoReg. Date
  
  StatusRenewal Date
  
  Reg.
  OwnerNew Owner
  
  ClassesBALLROOM
  
  Benelux
  
  1026218
  
  
  
  Pending
  
  Veronica Holding B.V.wordmark
  
  
  
  30-01-2003
  
  
  
  30-01-2013
  
  
  
  09, 16, 25, 41BEN JE GOED IN BED?
  
  Benelux
  
  1028539
  
  
  
  Pending
  
  Veronica Holding B.V.wordmark
  
  
  
  05-03-2003
  
  
  
  05-03-2013
  
  
  
  09, 16, 25, 38, 41BIJNA BEROEMD
  
  Benelux
  
  1028419
  
  
  
  Pending
  
  Veronica Holding B.V.wordmark
  
  
  
  05-03-2003
  
  
  
  05-03-2013
  
  
  
  09, 16, 25, 38, 41CRIMECAFE
  
  Benelux
  
  1028411
  
  
  
  Pending
  
  Veronica Holding B.V.wordmark
  
  
  
  05-03-2003
  
  
  
  05-03-2013
  
  
  
  09, 16, 25, 38, 41  18 
   TrademarkAppearance
  
  Country
  
  Appl.
  NoAppl. Date
  
  Reg.
  NoReg. Date
  
  StatusRenewal Date
  
  Reg.
  OwnerNew Owner
  
  ClassesDAT DOE JE NIET
  
  Benelux
  
  1028542
  
  
  
  Pending
  
  Veronica Holding B.V.wordmark
  
  
  
  05-03-2003
  
  
  
  05-03-2013
  
  
  
  09, 16, 25, 38, 41DIT IS VERONICA
  
  Benelux
  
  1028409
  
  
  
  Pending
  
  Veronica Holding B.V.wordmark
  
  
  
  05-03-2003
  
  
  
  05-03-2013
  
  
  
  09, 16, 25, 38, 41GOD IS DJ
  
  Benelux
  
  1028415
  
  
  
  Pending
  
  Veronica Holding B.V.wordmark
  
  
  
  05-03-2003
  
  
  
  05-03-2013
  
  
  
  09, 16, 25, 38, 41KLASHORST & CO
  
  Benelux
  
  1028417
  
  
  
  Pending
  
  Veronica Holding B.V.wordmark
  
  
  
  05-03-2003
  
  
  
  05-03-2013
  
  
  
  09, 16, 25, 38, 41  19 
   TrademarkAppearance
  
  Country
  
  Appl.
  NoAppl. Date
  
  Reg.
  NoReg. Date
  
  StatusRenewal Date
  
  Reg.
  OwnerNew Owner
  
  ClassesMEEKIJKEN GEWENST
  
  Benelux
  
  1028412
  
  
  
  Pending
  
  Veronica Holding B.V.wordmark
  
  
  
  05-03-2003
  
  
  
  05-03-2013
  
  
  
  09, 16, 25, 38, 41NETMASTER
  
  Benelux
  
  1028536
  
  
  
  Pending
  
  Veronica Holding B.V.wordmark
  
  
  
  05-03-2003
  
  
  
  05-03-2013
  
  
  
  09, 16, 25, 38, 41NIGHTCLUB
  
  Benelux
  
  1028413
  
  
  
  Pending
  
  Veronica Holding B.V.wordmark
  
  
  
  05-03-2003
  
  
  
  05-03-2013
  
  
  
  09, 16, 25, 38, 41RADIO VERONICA
  
  Benelux
  
  1038395
  
  
  
  Pending
  
  Veronica Holding B.V.wordmark
  
  
  
  20-08-2003
  
  
  
  20-08-2013
  
  
  
  38, 41  20 
   TrademarkAppearance
  
  Country
  
  Appl.
  NoAppl. Date
  
  Reg.
  NoReg. Date
  
  StatusRenewal Date
  
  Reg.
  OwnerNew Owner
  
  ClassesTV-STERREN VAN MORGEN
  
  Benelux
  
  1028414
  
  
  
  Pending
  
  Veronica Holding B.V.wordmark
  
  
  
  05-03-2003
  
  
  
  05-03-2013
  
  
  
  09, 16, 25, 38, 41V-HQ
  
  Benelux
  
  1028410
  
  
  
  Pending
  
  Veronica Holding B.V.wordmark
  
  
  
  05-03-2003
  
  
  
  05-03-2013
  
  
  
  09, 16, 25, 38, 41VERONICA & swoosh logo
  
  Benelux
  
  1037784
  
  
  
  Pending
  
  Veronica Holding B.V.dev-b/w
  
  
  
  07-08-2003
  
  
  
  07-08-2013
  
  
  
  16, 38, 41VERONICA IN CONCERT
  
  Benelux
  
  1028420
  
  
  
  Pending
  
  Veronica Holding B.V.wordmark
  
  
  
  05-03-2003
  
  
  
  05-03-2013
  
  
  
  09, 16, 25, 38, 41  21 
   TrademarkAppearance
  
  Country
  
  Appl.
  NoAppl. Date
  
  Reg.
  NoReg. Date
  
  StatusRenewal Date
  
  Reg.
  OwnerNew Owner
  
  ClassesVERONICA RADIO
  
  Benelux
  
  1038394
  
  
  
  Pending
  
  Veronica Holding B.V.wordmark
  
  
  
  20-08-2003
  
  
  
  20-08-2013
  
  
  
  38, 41VERONICA: OP STERVEN NA DOOD
  
  Benelux
  
  1028541
  
  
  
  Pending
  
  Veronica Holding B.V.wordmark
  
  
  
  05-03-2003
  
  
  
  05-03-2013
  
  
  
  09, 16, 25, 38, 41VOOROORDELEN
  
  Benelux
  
  1028418
  
  
  
  Pending
  
  Veronica Holding B.V.wordmark
  
  
  
  05-03-2003
  
  
  
  05-03-2013
  
  
  
  09, 16, 25, 38, 41VROUWEN ZIJN BEESTEN
  
  Benelux
  
  1028540
  
  
  
  Pending
  
  Veronica Holding B.V.wordmark
  
  
  
  05-03-2003
  
  
  
  05-03-2013
  
  
  
  09, 16, 25, 38, 41  22 
   TrademarkAppearance
  
  Country
  
  Appl.
  NoAppl. Date
  
  Reg.
  NoReg. Date
  
  StatusRenewal Date
  
  Reg.
  OwnerNew Owner
  
  ClassesWEBCAMGIRLS
  
  Benelux
  
  1028416
  
  
  
  Pending
  
  Veronica Holding B.V.wordmark
  
  
  
  05-03-2003
  
  
  
  05-03-2013
  
  
  
  09, 16, 25, 38, 41WOLLIGE WINTERNACHT
  
  Benelux
  
  1038426
  
  
  
  Pending
  
  Veronica Holding B.V.wordmark
  
  
  
  28-08-2003
  
  
  
  20-08-2013
  
  
  
  38, 41ZWOELE ZOMERNACHT
  
  Benelux
  
  1038425
  
  
  
  Pending
  
  Veronica Holding B.V.Wordmark
  
  
  
  28-08-2003
  
  
  
  
  
  
  
  38, 41  23 
   Trademark
Report  Continuation of Annex 1, List of VERONICA TRADEMARKS
(recent applications)  Trademark
  
  Appli-
  cationNr.
  
  Territory
  
  Class
  
  Applicant1
  
  V-logo
  (letter V in
  special script)
  
  1038926
  
  BLX
  
  2, 3, 4, 9,
  14, 16,  17, 18, 20, 21, 22, 24, 25, 28, 32, 33, 34, 35, 38, 39, 41, 42
  
  Veronica
  Holding BV2
  
  V-logo
  (letter V in
  special script with color claim for color blue)
  
  Not yet
  known
  
  BLX
  
  2, 3, 4, 9,
  14, 16,  17, 18, 20, 21, 22, 24, 25, 28, 32, 33, 34, 35, 38, 39, 41, 42
  
  Veronica
  Holding BV3
  
  VERONICA
  KOMT NAAR JE TOE
  (word mark)
  
  1038932
  
  BLX
  
  16, 38, 41
  
  Veronica
  Holding BV4
  
  VERONICA
  MAGAZINE
  (word mark)
  
  1038933
  
  BLX
  
  16, 38, 41
  
  Veronica
  Holding BV5
  
  VERONICA
  FILM & VIDEO
  (word mark)
  
  1038934
  
  BLX
  
  16, 38, 41
  
  Veronica
  Holding BV6
  
  VERONICA
  SPORT
  (word mark)
  
  1038935
  
  BLX
  
  16, 38, 41
  
  Veronica
  Holding BV7
  
  VERONICAS
  TOP 40 GALA
  (word mark)
  
  1038936
  
  BLX
  
  9, 16, 38,
  41
  
  Veronica
  Holding BV8
  
  SATTELITE
  (with subscription (met onderschrift))
  (word mark
  in special script)
  
  1038929
  
  BLX
  
  16, 38, 41
  
  Veronica
  Holding BV9
  
  SATTELITE
  (word mark
  in special script)
  
  1038930
  
  BLX
  
  16, 38, 41
  
  Veronica
  Holding BV  24 
   Trademark
  
  Appli-
  cationNr.
  
  Territory
  
  Class
  
  Applicant10
  
  VERONICA
  MAGAZINE
  (word mark
  in special script)
  
  1038931
  
  BLX
  
  16, 38, 41
  
  Veronica
  Holding BV11
  
  RADIO
  VERONICA
  (word mark)
  
  1038395
  
  BLX
  
  38, 41
  
  Veronica
  Holding BV12
  
  VERONICA
  RADIO
  (word mark)
  
  1038394
  
  BLX
  
  38, 41
  
  Veronica
  Holding BV13
  
  VERONICA
  MUSIC
  (word
  mark/device)
  
  Not yet
  known
  
  BLX
  
  9, 16, 38,
  41
  
  Veronica
  Holding BV14
  
  VERONICA
  SATTELITE
  (word mark)
  
  Not yet
  known
  
  BLX
  
  16, 38, 41
  
  Veronica
  Holding BV15
  
  VERONICA
  (audio
  logo,  word mark/device)
  
  Not yet
  known
  
  BLX
  
  38, 41
  
  Veronica
  Holding BV16
  
  VERONICA
  MUSIC TELEVISION
  (word mark)
  
  Not yet
  known
  
  BLX
  
  38, 41
  
  Veronica
  Holding BV17
  
  VERONICA
  MUSIC MAGAZINE
  (word mark)
  
  Not yet
  known
  
  BLX
  
  16
  
  Veronica
  Holding BV  25 
  ANNEX 2 VERONICA DOMAIN NAMES  Veronica Domain Names1.
  
  acinorev.nl2.
  
  allertijden.nl3.
  
  areyouhot.nl4.
  
  ballroomrecords.nl5.
  
  beatthestreet.nl6.
  
  bigmodel.nl7.
  
  bigmodels.nl8.
  
  bijna-beroemd.nl9.
  
  bijnaberoemd.nl10.
  
  countdownthefiles.nl11.
  
  crime-cafe.nl12.
  
  crimecafe.nl13.
  
  cyterra.nl14.
  
  defsworld.nl15.
  
  deheiligekoe.nl16.
  
  deheiligekoeblad.nl17.
  
  denieuwekoe.nl18.
  
  depikanstethuis.nl19.
  
  depikantstethuis.nl20.
  
  deregenjas.nl21.
  
  ditisveronica.nl22.
  
  f1-wereld.nl23.
  
  f1wereld.nl24.
  
  factor100.nl25.
  
  factorhonderd.nl26.
  
  factorveertig.nl27.
  
  formule1.nl28.
  
  geldtekst.nl29.
  
  geldtext.nl30.
  
  god-is-dj.nl31.
  
  godisdj.nl32.
  
  heiligekoe.nl33.
  
  ilogic.nl34.
  
  jongsnelenwild.nl35.
  
  joutv.nl36.
  
  jouwtv.nl37.
  
  kink-tv.nl38.
  
  kinkalive.nl39.
  
  kinkfm.nl40.
  
  klashorst-en-co.nl41.
  
  klik-tv.nl42.
  
  lente.nl43.
  
  mailmesnel.nl44.
  
  makingofamodel.nl45.
  
  meekijken-gewenst.nl46.
  
  momens.nl47.
  
  momenstv.nl  
   48.
  
  moonlighting.nl49.
  
  multigids.nl50.
  
  musichighway.nl51.
  
  nevergrowup.nl52.
  
  night-club.nl53.
  
  ohwateendag.nl54.
  
  ohwateennacht.nl55.
  
  ole2000.nl56.
  
  olee2000.nl57.
  
  oleole.nl58.
  
  ollee2000.nl59.
  
  pitspost.nl60.
  
  radioveronica.nl61.
  
  redkink.nl62.
  
  redkinkfm.nl63.
  
  ressurectionblvd.nl64.
  
  satellite.nl65.
  
  sexybrothersandsisters.nl66.
  
  slinkseradio.nl67.
  
  soapwereld.nl68.
  
  soapworld.nl69.
  
  soulmate.nl70.
  
  steffenenflip.nl71.
  
  studioxv.nl72.
  
  summercamp.nl73.
  
  talent-scouts.nl74.
  
  test-beeld.nl75.
  
  therealone.nl76.
  
  tv-sterren-van-morgen.nl77.
  
  tvblad.nl78.
  
  tvinfo.nl79.
  
  tvkanaal.nl80.
  
  tvopmaat.nl81.
  
  tvselect.nl82.
  
  tvserie.nl83.
  
  tvsite.nl84.
  
  tvsterrenvanmorgen.nl85.
  
  v-hq.nl86.
  
  vanlichtezeden.nl87.
  
  veronica-in-concert.nl88.
  
  veronica-mobiel.nl89.
  
  veronica-mobile.nl90.
  
  veronica.nl91.
  
  veronicaallertijden.nl92.
  
  veronicablad.nl93.
  
  veronicagids.nl94.
  
  veronicainconcert.nl95.
  
  veronicamagazine.nl   
   96.
  
  veronicamobiel.nl97.
  
  veronicamobile.nl98.
  
  veronicanet.nl99.
  
  veronicanetwerk.nl100.
  
  veronicaop11.nl101.
  
  veronicaopelf.nl102.
  
  veronicaradio.nl103.
  
  veronicaservicelijn.nl104.
  
  veronicasummercamp.nl105.
  
  veronicatalent-scouts.nl106.
  
  veronicatalentscouts.nl107.
  
  veronicatelevisie.nl108.
  
  veronicatravel.nl109.
  
  veronicatv.nl110.
  
  vhq.nl111.
  
  voor.nl112.
  
  vrouwen-zijn-beesten.nl113.
  
  vrouwenzijnbeesten.nl114.
  
  wereldvreemd.nl115.
  
  zetemopveronica.nl116.
  
  zetmopveronica.nl117.
  
  zetveronicaop11.nl118.
  
  zetveronicaopelf.nl119.
  
  wwwveronica.nl120.
  
  veronicafm.net121.
  
  veronicafm.com122.
  
  veronicaradio.fm123.
  
  radioveronica.fm   
   ANNEX 3 TRADE MARKS  ANNEX 3(a)  LICENSED TRADEMARKS  HIT
  
  
  
  COUNTRY/
  
  APP/REG
  
  PUBREFNR
  
  LICENSED TRADEMARK
  
  REGISTER
  
  NUMBER
  
  YR
  
  PAGE
  
  CLASSES
  
  APPLICANT IDENTIFICATION14
  
  VERONICA
  
  BENELUX
  
  151122
  
  87
  
  1883
  
  35, 38, 41
  
  VERONICA OMROEP ORGANISATIE
  HILVERSUM
  
  NETH21
  
  CLUB VERONICA
  
  BENELUX
  
  151290
  
  87
  
  2187
  
  35, 38, 41
  
  VERONICA OMROEP HILVERSUM
  
  NETH33
  
  CLUB VERONICA
  *
  BENELUX
  
  398775
  
  84
  
  2761
  
  09, 16, 25
  
  VERONICA OMROEP ORGANISATIE
  HILVERSUM
  
  NETH59
  
  VERONICA TRAVEL CLUB
  
  BENELUX
  
  439543
  
  88
  
  3752
  
  16, 25, 38, 39, 41
  
  VERONICA OMROEP ORGANISATIE
  HILVERSUM
  
  NETH62
  
  VERONICA SATELLITE
  *
  BENELUX
  
  448889
  
  89
  
  1296
  
  16, 35, 38, 41
  
  VERONICA OMROEP ORGANISATIE
  HILVERSUM
  
  NETH64
  
  VERONICA STRANDRACE
  
  BENELUX
  
  450675
  
  89
  
  1735
  
  09, 16, 25, 38, 41
  
  VERONICA OMROEP ORGANISATIE
  HILVERSUM
  
  NETH67
  
  VERONICA TV GUIDE
  *
  BENELUX
  
  458218
  
  89
  
  3796
  
  16, 35, 41, 42
  
  VERONICA OMROEP ORGANISATIE
  HILVERSUM
  
  NETH78
  
  HOLLAND IS OK
  *
  BENELUX
  
  506490
  
  92
  
  3062
  
  16, 25, 38, 41
  
  VERONICA OMROEP ORG.
  HILVERSUM
  
  NETH84
  
  CLUB VERONICA
  
  BENELUX
  
  528445
  
  93
  
  04196
  
  09, 16, 38, 41
  
  VERENIGING VERONICA OMROEP
  ORGANISATIE HILVERSUM
  
  NETH86
  
  VERONICA CLUB
  *
  BENELUX
  
  531066
  
  93
  
  05157
  
  09, 16, 38, 41
  
  VERENIGING VERONICA OMROEP
  ORGANISATIE HILVERSUM
  
  NETH89
  
  VERONICA
  *
  BENELUX
  
  539700
  
  94
  
  02483
  
  09, 16, 35, 41
  
  VERENIGING VERONICA OMROEP
  ORGANISATIE HILVERSUM
  
  NETH101
  
  VERONICA GOES CARIBBEAN
  *
  BENELUX
  
  553878
  
  95
  
  01537
  
  09, 16, 41
  
  VERENIGING VERONICA OMROEP
  ORGANISATIE HILVERSUM
  
  NETH121
  
  DE NIEUWE KOE
  
  BENELUX
  
  704993
  
  02
  
  
  
  09, 16, 25, 28, 35, 38, 39,
  41, 42
  
  VERENIGING VERONICA OMROEP
  ORGANISATIE HILVERSUM
  
  NETH122
  
  YOUNG CAR OF THE YEAR
  *
  BENELUX
  
  706669
  
  02
  
  
  
  09, 16, 25, 35, 38, 41
  
  VERENIGING VERONICA OMROEP
  ORGANISATIE HILVERSUM
  
  NETH   
   HIT
  
  
  
  COUNTRY/
  
  APP/REG
  
  PUBREFNR
  
  LICENSED TRADEMARK
  
  REGISTER
  
  NUMBER
  
  YR
  
  PAGE
  
  CLASSES
  
  APPLICANT IDENTIFICATION123
  
  VERONICA
  
  BENELUX
  
  712166
  
  02
  
  
  
  02, 03, 04, 09, 14, 16, 17,
  18, 20, 21, 22, 24, 25, 28, 32, 33, 34, 35, 38, 39, 41, 42
  
  VERENIGING VERONICA
  HILVERSUM
  
  NETH124
  
  FAKTOR
  
  BENELUX
  
  713028
  
  02
  
  
  
  09, 38, 41
  
  VERENIGING VERONICA
  HILVERSUM
  
  NETH125
  
  FINAL COUNTDOWN
  
  BENELUX
  
  717542
  
  03
  
  
  
  38, 41
  
  VERENIGING VERONICA
  HILVERSUM
  
  NETH129
  
  VERONICA ONE OF US ONE OF
  US
  *
  BENELUX
  
  718431
  
  03
  
  
  
  09, 16, 38, 41
  
  VERENIGING VERONICA
  HILVERSUM
  
  NETH133
  
  SOUL II SOUL SOUL II SOUL
  SOUL II SOUL
  
  BENELUX
  
  723203
  
  03
  
  
  
  09, 38, 41
  
  VERENIGING VERONICA
  HILVERSUM
  
  NETH134
  
  INTO THE GROOVE
  
  BENELUX
  
  723204
  
  03
  
  
  
  09, 38, 41
  
  VERENIGING VERONICA
  HILVERSUM
  
  NETH137
  
  OOK GOEIEMORGEN
  
  BENELUX
  
  727616
  
  03
  
  
  
  38, 41
  
  VERENIGING VERONICA
  HILVERSUM
  
  NETH138
  
  OH WAT EEN NACHT
  
  BENELUX
  
  728505
  
  03
  
  
  
  38, 41
  
  VERENIGING VERONICA
  HILVERSUM
  
  NETH141
  
  VERONICA TV GUIDE
  *
  INTERNATIONAL
  
  541167
  
  89
  
  4305
  
  16, 35, 41, 42
  
  VERONICA OMROEP ORGANISATIE
  HILVERSUM
  
  NETH142
  
  VERONICA
  *
  INTERNATIONAL
  
  600996
  
  93
  
  02880
  
  09, 16, 38, 41
  
  VERENIGING VERONICA OMROEP
  ORGANISATIE HILVERSUM
  
  NETH143
  
  VERONICA
  
  INTERNATIONAL
  
  600997
  
  93
  
  02880
  
  09, 16, 38, 41
  
  VERENIGING VERONICA OMROEP
  ORGANISATIE HILVERSUM
  
  NETH144
  
  CLUB VERONICA
  
  INTERNATIONAL
  
  605471
  
  93
  
  04940
  
  09, 16, 38, 41
  
  VERONICA OMROEP ORGANISATIE
  HILVERSUM
  
  NETH145
  
  VERONICA CLUB
  *
  INTERNATIONAL
  
  606379
  
  93
  
  05171
  
  09, 16, 38, 41
  
  VERENIGING VERONICA OMROEP
  ORGANISATIE HILVERSUM
  
  NETH146
  
  VERONICA
  *
  INTERNATIONAL
  
  619024
  
  94
  
  03421
  
  09, 16, 35, 41
  
  VERENIGING VERONICA OMROEP
  ORGANISATIE HILVERSUM
  
  NETH   
   HIT
  
  
  
  COUNTRY/
  
  APP/REG
  
  PUBREFNR
  
  LICENSED TRADEMARK
  
  REGISTER
  
  NUMBER
  
  YR
  
  PAGE
  
  CLASSES
  
  APPLICANT IDENTIFICATIONNR
  
  LICENSED
  TRADEMARKS TO BE APPLIED/REGISTERED FOR BEFORE CLOSING:A
  
  V LOGO [BM in blackwhith]
  *
  BENELUX
  
  1038926
  
  03
  
  
  
  2, 3, 4, 9, 14, 16, 17, 18,
  20, 21, 22, 24, 25, 28, 32, 33, 34, 35,38, 39, 41, 42
  
  VERONICA HOLDING HILVERSUM
  
  NETHB
  
  V LOGO [BM in colour]
  *
  BENELUX
  
  
  
  
  
  
  
  2, 3, 4, 9, 14, 16, 17, 18,
  20, 21, 22, 24, 25, 28, 32, 33, 34, 35,38, 39, 41, 42
  
  VERONICA HOLDING HILVERSUM
  
  NETHC
  
  SWOOSH LOGO [BM]
  *
  BENELUX
  
  1012889
  
  02
  
  
  
  9, 16, 38, 41
  
  VERENIGING VERONICA
  HILVERSUM
  
  NETHD
  
  VERONICA KOMT NAAR JE TOE
  
  BENELUX
  
  1038932
  
  03
  
  
  
  16, 38, 41
  
  VERONICA HOLDING HILVERSUM
  
  NETHE
  
  VERONICA MAGAZINE
  
  BENELUX
  
  1038933
  
  03
  
  
  
  16, 38, 41
  
  VERONICA HOLDING HILVERSUM
  
  NETHF
  
  VERONICA MAGAZINE LOGO [BM]
  *
  BENELUX
  
  1038931
  
  03
  
  
  
  16, 38, 41
  
  VERONICA HOLDING HILVERSUM
  
  NETHG
  
  VERONICA SATELLITE
  
  
  
  
  
  
  
  
  
  16, 38, 41
  
  VERONICA HOLDING HILVERSUM
  
  NETHH
  
  SATELLITE LOGO
  *
  BENELUX
  
  1038930
  
  03
  
  
  
  16, 38, 41
  
  VERONICA HOLDING HILVERSUM
  
  NETHI
  
  SATELLITE LOGO +
  ONDERSCHRIFT [BM]
  *
  BENELUX
  
  1038929
  
  03
  
  
  
  16, 38, 41
  
  VERONICA HOLDING HILVERSUM
  
  NETHJ
  
  DIT IS VERONICA
  
  BENELUX
  
  1028409
  
  
  
  
  
  9,16, 38, 41
  
  VERENIGING VERONICA
  HILVERSUM
  
  NETHK
  
  VERONICA SPORT
  
  BENELUX
  
  1038935
  
  03
  
  
  
  16,38,41
  
  VERONICA HOLING HILVERSUM
  
  NETHL
  
  VERONICA S TOP 40 GALA
  
  BENELUX
  
  1038936
  
  03
  
  
  
  9, 16, 38, 41
  
  VERONICA HOLDING HILVERSUM
  
  NETHM
  
  VERONICA FILM EN VIDEO
  
  BENELUX
  
  1038934
  
  03
  
  
  
  16, 38, 41
  
  VERONICA HOLDING HILVERSUM
  
  NETH   
   HIT
  
  
  
  COUNTRY/
  
  APP/REG
  
  PUBREFNR
  
  LICENSED TRADEMARK
  
  REGISTER
  
  NUMBER
  
  YR
  
  PAGE
  
  CLASSES
  
  APPLICANT IDENTIFICATIONO
  
  VERONICA MUSIC TELEVISION
  
  BENELUX
  
  NOT YET KNOWN
  
  03
  
  
  
  38, 41
  
  VERONICA HOLDING HILVERSUM
  
  NETHP
  
  VERONICA MUSIC MAGAZINE
  
  BENELUX
  
  NOT YET KNOWN
  
  03
  
  
  
  16
  
  VERONICA HOLDING HILVERSUM
  
  NETH   
   ANNEX 4 DOMAIN NAMES  Annex 4 a:
Licensed Domain Names  Countdownthefiles.nlDeheiligekoeblad.nldenieuwekoe.nlditisveronica.nlf1-wereld.nlf1wereld.nlfactor100.nlfactorhonderd.nlfactorveertig.nlformule1.nlgeldtekst.nlgeldtext.nlilogic.nlJongsnelenwild.nlJoutv.nlJouwtv.nlklashorst-en-co.nlklik-tv.nlmeekijken-gewenst.nlmomenstv.nlmoonlighting.nlmultigids.nlnevergrowup.nlnight-club.nlohwateendag.nlohwateennacht.nlole2000.nlolee2000.nloleole.nlollee2000.nlSatellite.nlSoapwereld.nlsoapworld.nlsummercamp.nltalent-scouts.nltest-beeld.nltv-sterren-van-morgen.nltvblad.nltvinfo.nlTvkanaal.nltvopmaat.nlTvselect.nltvserie.nltvsite.nltvsterrenvanmorgen.nlVeronica-mobiel.nl   
   Veronica-mobile.nlVERONICA.NLveronicablad.nlveronicagids.nlveronicainconcert.nlveronicamagazine.nlveronicamobiel.nlveronicamobile.nlveronicanet.nlveronicanetwerk.nlveronicaservicelijn.nlveronicasummercamp.nlveronicatalent-scouts.nlveronicatalentscouts.nlveronicatelevisie.nlveronicatravel.nlveronicatv.nl   
   Annex 4(b) WARRANTED LICENSED DOMAIN NAMES  The domain name Veronica.nl
is displayed in capitals. This domain name shall be used for a website, to be
maintained by Veronica Merken B.V., licensor, that will be used as central
portal for the licensees under the Trademark License Agreement.   10.
  
  Countdownthefiles.nl
  
  Veronica Holding B.V.21.
  
  ditisveronica.nl
  
  Veronica Holding B.V.91.
  
  VERONICA.NL
  
  VERONICA HOLDING B.V.93.
  
  veronicablad.nl
  
  Veronica Holding B.V.95.
  
  veronicagids.nl
  
  Veronica Holding B.V.98.
  
  veronicamagazine.nl
  
  Veronica Holding B.V.101.
  
  veronicanet.nl
  
  Veronica Holding B.V.106.
  
  veronicaservicelijn.nl
  
  Veronica Holding B.V.110.
  
  veronicatelevisie.nl
  
  Veronica Holding B.V.112.
  
  veronicatv.nl
  
  Veronica Holding B.V.   
  ANNEX 5 CODE OF CONDUCT  CONFORMED COPY  1 September 2003   CODE OF CONDUCT   For Use Of The   VERONICA TRADEMARKS  &  VERONICA DOMAIN NAMES  
   WHEREAS,Veronica Merken BVis the sole and exclusive owner of
the Veronica Trademarks and the Veronica Domain Names, as defined hereafter;  WHEREAS,Veronica Merken BVhas entered into and/or shall enter
into license agreements with licensees for the use of certain Veronica
Trademarks and Veronica Domain Names;  WHEREAS,in order to procure the reputation and the
identity of the Veronica Trademarks and Veronica Domain Names, Veronica
Merken BV has decided to adopt a Code of Conduct, which Code shall form
part of any and all licenses Licensor grants for the use of the Veronica
Trademarks and the Veronica Domain Names;  2 
   Unless
the context requires otherwise, the following terms and expressions in this
Code of Conduct shall have the following meaning:  Licence Agreement:
  
  means
  any and all licence agreements betweenVeronica Merken BVand its licensees
  for use of the Veronica Trademarks and the Veronica Domain Names;Licensees:
  
  Any
  and all licensees under any Licence Agreement from time to time;Veronica Domain Names:
  
  The
  domain names owned byVeronica Merken BV from time to time, including, at the
  date hereof, the domain name registrations and applications specified in Annex
  2;Veronica Trademarks:
  
  The
  trademark registrations and trademark applications owned byVeronica Merken BV from time to time,
  including all copyrights and design rights in the same, including, at the
  date hereof, the trademark registrations and applications specified in Annex
  1Use:
  
  means
  any and all use and any form of exploitation, via any means, in the broadest
  sense, of the Veronica Trademarks and/or the Veronica Domain Names insofar as
  licensed to the respective Licensees.  The
use of the singular shall include the plural and vice versa.  3 
   1.Undertakings  1.1Each Licensee undertakes to each of
the other Licensees:  a.that it
shall abide by its own Field of Use;  b.that it
shall respect the Fields of Use of the other Licensees;  c.that its
sub-licensees under the Veronica Trademarks or the Veronica Domain Names shall
acknowledge and adhere to this Code and that this Code shall form part of any
and all sub-licence agreements for use of any Veronica Trademarks and Veronica
Domain Names Licensee enters into;  1.2Veronica
Merken B.V. warrants that its future licensees under any of the Veronica
Trademarks and the Veronica Domain Names shall acknowledge and adhere to this
Code and that this Code shall form part of any and all future Licence
Agreements Veronica Merken B.V. enters into;  1.3Veronica
Merken B.V. and each Licensee undertakes to each of the other Licensees:  a.that it
shall not do or by omission allow anything that may invalidate the Veronica
Trademarks or may cause the Veronica Trademarks to become generic;  b.that any
and all Use shall be in compliance with governing law, rules and regulations.  2.Fields of Use  2.1At the
date hereof the following Licensees were allocated the following Fields of Use
for use of the Veronica Trademarks and the Veronica Domain Names:  (1)Licensee:
the society Vereniging Veronica (Veronica)   the Veronica Field of Use:  (i)non-profit activities of Vereniging Veronica
(Verenigingsactiviteiten); (ii)non-profit
educational activities; (iii)charity
(liefdadigheid); (iv)any and
all non-profit events (including musical events).  Non-profit means that activities of Vereniging
Veronica under (i) - (iv) may make a profit if the total estimated budget
(including the estimated budgets of any affiliates or third parties, that
against payment by Vereniging Veronica, undertake the organisation or
exploitation or assist Vereniging Veronica in these activities) is lower thane 250.000
ex. VAT. For the avoidance of doubt it is expressly stated that if the total
estimated budget is higher than e 250.000 ex. VAT the activities shall be
considered to be outside of the scope of the Veronica Field of Use.  (2)Licensee:
a company with limited liability SBS
Broadcasting BV (SBS)  4 
    the SBS Field of Use:  (a)all
television and other visual and audio-visual services and products which are
perceivable by individuals via screens of any nature whatsoever, whether the
relevant technology exists at the date of the SBS Licence Agreement or is
developed in the future, and howsoever distributed;  (b)printed
media, including but not limited to products and services consisting of printed
copy devices, including but not limited to magazines and papers, meant for
distribution to the public;  (c)any and
all events (excluding musical events) relating or in connection with the
services and products mentioned under (a) and (b);  (d)all
services and products related to or in connection with any of the activities
under (a) and (b), within and outside the company of Licensee and its
affiliates such as, but without limitation e.g. on letterheads, personnel
clothing, company cars, on  web sites;  (e)merchandising
the Licensed Trademarks and Licensed Domain Names as defined in the SBS Licence
Agreement to the extent related to the activities mentioned under (a) and (b);  (f)any and
all services and products relating to or in connection with the rights granted
under (a) and (b), including without limitation:  (i)the
marketing, promotion and advertising of these services and products, via any
present or future means, including but not limited to radio, television,
Internet, telephone (e.g. WAP), direct mail, newspaper and magazine
advertising, billboards, and posters and any other present or future means of
advertising;  (ii)any
spin-off activities and products relating to or in connection with the rights
granted under (a) and (b), such as EPG services, web-site and mobile
telecommunications services, ringtones and activities including without
limitation SMS services, ringtones and gaming, via any and all media and by all
other methods now known or hereafter devised or developed, including but not
limited to satellite, cable, wire, fibre, terrestrial over the air, home
entertainment, software, hardware, internet, telephone (e.g. SMS, I-mode and
WAP), all other forms of on-line and interactive and enhanced rights or media
or similar applications or devices and, as far as screen originated: tape,
disc, CD and/or DVD.  5 
   (3)Licensee:
a company incorporated and existing under the laws of England and Wales Sky Radio Ltd. (Sky)   the Sky Field of Use:  (a)For all
radio and other audio services and products which are perceivable by
individuals via loud speakers of any nature whatsoever, whether the relevant
technology exists at the date of the Sky Licence Agreement or is developed in
the future, and howsoever distributed, including in particular (without
limitation audio broadcasting and transmission and the exploitation of one or
more radio stations (the Radio Station(s));  (b)any and
all events relating or in connection with the services mentioned under (a)
(including without limitation musical events, live performances, sponsoring and
audio (re)broadcasting of audio pieces which were previously recorded and/or
broadcast in whichever media);  (c)all
services related to or in connection with the services and products under (a)
such as, but without limitation, use within and outside the company, e.g. on
letterheads, personnel clothing, company cars and on  web sites;  (d)merchandising
the Licensed Trademarks and Licensed Domain Names as defined in the Sky Licence
Agreement to the extent related to the activities mentioned under (a);  (e)any and
all services and products relating to or in connection with the rights granted
under (a), including and without limitation:  (i)the
marketing, promotion and advertising, via all media and by all other methods,
including but not limited to radio, television, Internet, telephone (e.g. WAP),
direct mail, newspaper and magazine advertising, billboards, posters and any
other present or future means of advertising, it being understood that insofar
as printed media are concerned that are aimed at the general public or Radio
Station(s) listeners, the Sky Field of Use shall exclude the publication
and/or distribution, for commercial gain, of printed media under a name which
includes the name Veronica, which restriction does not apply to business to
business communication;  (ii)any
spin-off activities and products relating to or in connection with the rights
granted under (a), such as web-site and mobile telecommunications services,
ringtones and activities including without limitation SMS services and gaming,
via any and all media and by all other methods now known or hereafter devised
or developed, including but not limited to satellite, cable, wire, fibre,
terrestrial over the air, home entertainment, software, hardware, internet,
telephone (e.g. SMS, I-mode and WAP), all  6 
   other forms of on-line and interactive and enhanced rights or media or
similar applications or devices and, as far as audio originated tape, disc, CD
and/or DVD;  (4) the Residual
Field of Use:  All commercial and
non-commercial use of the Veronica Trademarks and/or the Veronica Domain Names
for goods and services other than that fall within the SBS Field of Use, the
Veronica Field of Use and the Sky Field of Use;  2.2Each
Licensee will have the obligation to inform the relevant public in such a way
as to avoid confusion about the origin of the Licensees services and products.  2.3SBS and
Sky acknowledge that broadcasting music via radio is the main activity of Sky,
whilst broadcasting music via television is part of the main activities of SBS.
Therefore, the parties agree as follows:  (1)The
commercial exploitation of music under the trademarks licensed to Sky and SBS
shall be restricted to Sky, with the following exceptions:  (i)the
commercial exploitation of music on a Veronica television channel by SBS  under the licensed trademarks (other than
Veronica Music);  (ii)the
commercial exploitation of music under the name of a programme which was
broadcast on the Veronica channel of 
SBS television, provided that no name including Veronica shall be used
for such purposes (other than as permitted in the examples below).  (2)The use of
the name Veronica Music as a domain name, trade name or trademark shall be
restricted to Sky, the only exceptions being that SBS may use (a) the name
Veronica Music Television for a television programme or television channel
and (b) the name Veronica Music Magazine for a magazine.  Examples:  (a)SBS may broadcast a
programme on television or start a television channel under the name Veronica
Music Television, however no CDs or DVDs may be distributed under that name
Veronica Music Television, Veronica Music or other name including
Veronica;  (b)assuming that SBS
would broadcast a music programme under the name Top of the Pops, SBS may
sell music CDs (or other data carriers) under the name Top of the Pops. In
order to indicate the source, SBS may add the Veronica television logo, in the
way and in the same (modest) size as it uses other television logos on CDs (e.g. currently a modest logo in
the bottom corner);  (c)SBS may make music
available on web sites or web pages under a name  7 
   including Veronica (domain name or web page
under the Veronica brand), but may only offer this as streaming video (audio in
combination with corresponding moving image) and not in only audio form;  (d)SBS may publish a
magazine under the name Veronica Music Magazine, however no CDs or DVDs may
be distributed under the name Veronica Music Magazine, or another name
including Veronica;  (e)SBS may bring out
music DVDs (and other data carriers), but not under a name including
Veronica. DVDs which contain content which has been broadcast on the
Veronica television channel may contain a (modest)Veronica television
logo,  in the way and in the same
(modest) size as it uses other television logos on CDs (e.g. currently a
modest logo in the bottom corner);  (f)Sky may bring out
music DVDs (and other data carriers). Music DVDs are for instance DVDs of
pop concerts, compilations of a latest album etc.  3.Trademarks and
Domain Names  3.1The
following Licensees were allocated the following rights with respect to the
Veronica Trademarks and the Veronica Domain Names:  Licensee:a company with limited
liability SBS Broadcasting B.V.  a)Only SBS
may use the Veronica Trademarks and the Veronica Domain Names in conjunction
with or containing the words: TV Television Magazine Guide Electronic programme guide Epg.  b)Only SBS
may use the Veronica Trademarks and the Veronica Domain Names in conjunction
with or containing the words: Satellite Digital as such.  c)SBS may
only use the Veronica Trademarks and the Veronica Domain Names in conjunction
with or containing the words: Channel Mobile Internet if used in combination with the word TV or Television or with a
clear reference to its printed media field of use (such as in combination with
magazine).  8 
   d)SBS may
use the name Veronica Music Television for a television programme or Veronica
television channel of SBS and the name Veronica Music Magazine for a
magazine.  e)The words
indicated under (a), (b), (c) and (d) above refer also to the translation of
these words in another language.  3.2Licensee:a company incorporated and existing under the laws of
England and Wales Sky Radio Ltd.  a)Only Sky
may use the Veronica Trademarks and Veronica Domain Names in conjunction with
or containing the words: Radio Concert DAB Drive In Show.  b)Only Sky
may use the Veronica Trademarks and Veronica Domain Names in conjunction with
the or containing the word: Music(other than the use permitted to SBS under
3.1.d above).  c)Sky may
only use the Veronica Trademarks and Veronica Domain Names in conjunction with
or containing the words: Channel Mobile Internet Digital Satellite if used in combination with the word Radio.  d)The words
indicated under (a), (b) and (c)  above
refer also to the translation of these words in another language.  3.3The top
level domain names consisting only of the Veronica name in combination with
the top level indication (e.g. veronica.org, veronica.biz etc.) will not be
used by one of the Licensees with the exception of the use by SBS of the domain
name Veronica.tv and by Sky of the Domain Name Veronica.fm. Veronica Merken
B.V. shall register at its costs any of such top level domain names, if still
available, upon first request of each of the licensees. Use of any such Domain
Names, excluding Veronica.tv and Veronica.fm, shall be jointly agreed upon
between Veronica Merken B.V., SBS and Sky.  4.Veronica Trademarks Advisory Council  Each
Licensee, together with the other Licensees, and Veronica Merken BV shall meet
biannually with the Veronica Trademarks Advisory Council and inform the Council
on any relevant developments in the preceding period with respect to the use of
the Veronica Trademarks and the Veronica Domain Names. The Advisory Council
shall consist of a  9 
   maximum
of three board members of Vereniging Veronica.The Council shall, at
Licensee(s)s request, advise Licensee(s) with regard to the Use, of the Veronica
Trademarks and Domain Names.  5.Image Veronica
Trademarks  It is agreed that the image
of the Veronica Trademarks is young, fresh and rebellious and it is
acknowledged that the anticipated activities of the Licensees fit within this
image.  6.Infringement  Each Licensee and Veronica
Merken BV agree to notify each other and the other Licensees as soon as
reasonably possible after becoming aware that a third party is bringing, or may
bring, a claim or action for infringement of that third partys intellectual
property rights which relates to the Veronica Trademarks and/or the Veronica
Domain Names, and will keep each other and the other Licensees duly
informed of the course of any legal actions or measures taken by it or such
third party in relation thereto.  7.Confidentiality  Each Licensee and Veronica
Merken BV agree to treat in all respects as confidential this Code of Conduct
and any and all information disclosed to it by another Licensee or Veronica
Merken B.V. for a period of 5 (five) years following disclosure of such
information, except:  (a)to the
extent required by law or any competent authority; (b)to their professional
advisers subject to a duty of confidentiality and only to the extent necessary
for any lawful purpose; and (c)to the
extent that at the date hereof or hereafter such information is or shall become
public knowledge otherwise than through improper disclosure by any person.  8.Notices  All notices hereunder shall
be addressed to:  Veronica Merken BVAttn.:
  Pieter KuipersAddress:
  Olympia
  2a, 1213 NT HilversumLicensees:
  SBS
  Broadcasting B.V.Attn.:
  Business
  DirectorAddress:
  Rietlandpark
  333, 1019 DW AmsterdamWith
  a copy to:
  SBS
  Services B.V.Attn.:
  General
  CounselAddress:
  Rietlandpark
  353, 1019 EM AmsterdamVereniging
  VeronicaAttn.:  10 
   Address:
  Olympia
  2a, 1213 NT HilversumSky
  Radio Ltd.Attn.:
  Albert
  TrikAddress:
  Postbus
  101, 1400 AC Bussum  or
at such other address as stipulated in writing by Veronica Merken BV or any
Licensee after the date hereof.  Every
notice andother
communication given under this Code of Conduct shall be sent by registered mail
addressed at all the addresses above other than the addresses of the originator
of such notice or communication. Notice shall be deemed given two full business
days after posting.  9.Waiver  No
waiver (whether express or implied) by a Licensee or Veronica Merken B.V. of
any breach by another Licensee or Veronica Merken B.V. of any of its
obligations under this Code of Conduct shall be deemed to constitute a waiver
or consent to any subsequent or continuing breach by such Licensee or Veronica
Merken B.V. of any such obligations.  10.No Partnership  This
Code of Conduct does not constitute in any respect and shall not be construed
by any means, as constituting a partnership, agency, joint venture, or
distribution agreement between the Licensees and/or Veronica Merken B.V. No
Licensee nor Veronica Merken B.V. has the right to represent, obligate or bind
any other Licensee or Veronica Merken B.V. hereto in any manner whatsoever.  11Conflict  In
the event of any conflict between a provision of this Code of Conduct and a
provision contained in a License Agreement, the relevant provision of the
License Agreement will supersede the provision of this Code of Conduct.  12.Amendments  Any
changes, supplements and amendments to this Code of Conduct shall be mutually
agreed in writing between Veronica Merken BV and the Licensees.  13.Law & Disputes  13.1This Code
of Conduct shall be governed by the laws of The Netherlands;  13.2Any
disputes that arise in respect of the Code of Conduct shall be referred in the
first instance by Veronica Merken BV and/or each Licensee to their respective
chief executive officers and/or, if relevant, the respective chief executive
officers of the other Licensees.  If the
chief executive officers, using their best efforts in good faith, are unable to
resolve the dispute within 7 working days, the dispute shall be finally settled
in accordance with the latest Arbitration Rules of The Netherlands Arbitration
Institute (NAI) (with the
exclusion of the rules on the arbitral preliminary proceedings (arbitraal kort geding).  The arbitral tribunal shall be composed of three arbitrators. Each
party shall appoint one  11 
   arbiter.  The two appointed arbiters shall then
appoint a third.  The place of
arbitration shall be Amsterdam.  The
arbitral procedure shall be conducted in the English language unless the parties
mutually agree that the Dutch language shall be applied.  13.3Article 13.2
shall not preclude the right of the parties to refer any and all disputes in
urgent matters  to the President (Voorzieningrechter) of the District Court
of Amsterdam.  14.Termination  14.1The
parties to this agreement acknowledge that, upon signing of this Code of
Conduct by Veronica Merken B.V., the rights and obligations of Veronica Holding
B.V. under the Code of Conduct to which Veronica Holding is a party shall
terminate. The signing of this Code of Conduct by Veronica Holding B.V. is
solely for the purpose of acknowledgement by Veronica Holding of this clause
14.  ACKNOWLEDGED AND AGREED:  For and on behalf of Veronica
Merken BV:  /s/ Peieter KuipersName: Pieter KuipersTitle: Managing director
  of Veronica Merken BVDate:
  1 September 2003For and on behalf of Licensee:Signature:Full
  name of Licensee: Sky Radio LimitedFull
  name of signatory: Albert TrikTitle:
  DirectorDate:
  1 September 2003Signature:  12 
   Full
  name of Licensee: Vereniging VeronicaFull
  name of signatory:Title:Date:
  1 September 2003Signature:
  /s/
  Andre KreuzenFull
  name of Licensee: SBS Broadcasting B.V.Full
  name of signatory: A.H.T. KreuzenTitle:
  Business Manager SBS Broadcasting B.V.Date:
  1 September 2003For and on behalf of Veronica Holding BV:Name:
  Pieter KuipersTitle:
  Managing director of Veronica Holding BVDate:
  1 September 2003  13 
  ANNEX 6 EXAMPLES OF FIELDS OF USE  SKY FIELD OF USE
  
  SBS
  FIELD OF USE
  
  VERONICA
  FIELD OF USE
  
  RESIDUAL
  FIELD OF USE (SPV)Main activities
  
  Main activities
  
  Main activities
  
  All activities outside the
  Sky, SBS & Veronica fields of use, e.g.Audio
  (loudspeaker)
  
  Visual/
  Audio-visual (screen)
  
  Non profit educational
  Non profit events
  Non profit activities within Vereniging Veronica
  Charity
  
  Veronica telecom
  operator
  Veronica Internet provider
  Veronica Food/Drinks
  Veronica café
  Veronica AirlinesRadio station,
  radio broadcasting  (via radio,
  Internet etc.)
  
  television station, tv broadcasting (via television,
  Internet etc.)Printed media
  
  Non-profit as defined in Code
  of Conduct.Former activities of Veronica Uitgeverij
  (Veronica Magazine, Satellite).Activities related to main activities, e.g.
  
  Activities related tomain activities, e.g.Publications, excluding BtoC printed media
  for commercial gain under a name including Veronica, e.g.
  
  Magazines in electronic formBtoB publications in any media and howsoever
  distributed, whether promotional or for commercial gain;
  
  Activities of Veronica Litho (e.g. print
  media production process)BtoC printed media, e.g.
  
  Activities of Veronica Digitaal (e.g.
  production of web sites)a weekly Top 100 hit list chart distributed
  house to house, in shops etc;publications about the Radio station,
  programmes, djs etc;  Not: Veronica magazine and Satellite
  Magazine.  
   No EPG (except for radio programming)
  
  EPGWeb-site, mobile phone etc.
  
  Web-site, mobile phone etc.Information related to audio activities
  
  Information related to audio-visual
  activitiesAudio (e.g. music)
  
  Audio fragments of screen originated material
  (e.g. soundtrack film). Audio-visual (screen originated, e.g. television
  programmes, movie trailers)Audio-visual fragments of audio originated material
  (e.g. new clip of Madonna)
  
  Games, ring tones, screensavers etc.Games, ring tones, screensavers etc.Promotion & merchandising of audio
  activities, e.g.
  
  Promotion & merchandising of television
  activities, e.g.T-shirt, mug, school diary etc. with Veronica
  logo
  
  T-shirt, mug, school diary etc. with Veronica
  logoEvents, e.g.
  
  Events, e.g.Not: Veronica Strandrace
  
  Veronica StrandraceMusic concert (live event and broadcasting
  via radio; no broadcasting via TV)
  
  Not: music concertsMusic
  
  MusicThe commercial exploitation of music
  (including music DVDs, e,g, of pop concerts, compilations of a latest album
  etc).
  
  The commercial exploitation of music,
  limited to:(i)The commercial
  exploitation of music on a Veronica television channel of SBS under the
  licensed trademarks, other than Veronica Music, but including Veronica
  Music Television; and(ii)the commercial exploitation
  of music under the name of a programme which was broadcast on the Veronica
  channel of SBS television,  
   provided
  that no name including Veronica shall be used for such purposes (other than
  as permitted in the examples below).Examples:(a) 
  SBS may broadcast a programme on television or start a television
  channel under the name Veronica Music Television, however no CDs or DVDs
  may be distributed under that name Veronica Music Television, Veronica
  Music or other name including Veronica;(b) assuming that SBS would broadcast a
  music programme under the name Top of the Pops, SBS may sell music CDs (or
  other data carriers) under the name Top of the Pops. In order to indicate
  the source, SBS may add the Veronica television logo, in the way and in the
  same (modest) size as it uses other television logos on CDs (e.g. currently
  a modest logo in the bottom corner);(c) SBS may make music available on web
  sites or web pages under a name including Veronica (domain name or web page
  under the Veronica brand), but may only offer this as streaming video (audio
  in combination with corresponding moving image) and not in only audio form;(d) SBS may publish a magazine under the
  name Veronica Music Magazine, however no CDs or DVDs may be distributed  
   under the name Veronica Music Magazine,
  or another name including Veronica.(e) SBS may bring out music DVDs (and
  other data carriers), but not under a name including Veronica. DVDs which
  contain content which has been broadcast on the Veronica television channel
  may contain a (modest) Veronica television logo,  in the way and in the same (modest) size as it uses other
  television logos on CDs (e.g. currently a modest logo in the bottom
  corner);  
   ANNEX 7 DEED OF CONTRIBUTION  JP/ME/80041538/001a
  UKPayment on shares by means of contribution  On
this the first day of September two thousand three, appeared before me, Jeroen
Herman Joseph Preller, civil law notary in Rotterdam: Ilse
Lucette Maria Wouterse, employed at the offices of me, civil law notary,
located at 3014 DA Rotterdam, Weena 750, born at Maastricht on the third day of
February nineteen hundred seventy-five, acting for the purposes hereof pursuant
to a written power of attorney from: Mr
Pieter Kuipers, residing at 1406 LA Bussum (the Netherlands) Koedijklaan 30,
born in Appingedam (the Netherlands) on the twenty-third day of January
nineteen hundred fifty nine, who granted the said power of attorney in his
capacity of  managing director of the
private company with limited liability Veronica Holding B.V., having its
corporate seat at Hilversum (the Netherlands) (address: 1213 NT Hilversum (the
Netherlands) Olympia 2a, Trade register number 32060962), which company acts: a.for
itself, hereinafter referred to as: Contributor; b.as
managing director of the private company with limited liability Veronica
Merken B.V., having its corporate seat at Hilversum, the Netherlands
(address: 1213 NT Hilversum, the Netherlands, Olympia 2a), this company
hereinafter reffered to as: Company.  The person appearing, acting as mentioned,
declared: that the
Company was incorporated by the Contributor by deed executed today before the
notary who drafted this deed (the Deed of Incorporation); that
pursuant to the Deed of Incorporation, the authorised capital of the Company is
ninety thousand Euros (EUR 90.000), divided into ninety thousand (90.000)
shares, each with a nominal value of one Euro (EUR 1.-), of which eighteen
thousand (18.000) shares (the Shares) were issued to the Contributor; that
pursuant to the Deed of Incorporation of the Company, the Contributor -
referred to in the Deed of Incorporation as the Incorporator - and the
Company have undertaken, with respect to the paying up of the subscribed
shares, as follows verbatim:  1.the incorporator has paid up on the shares the amount of eighteen
thousand euros (EUR 18,000.-).  2.Notwithstanding the payment in cash as mentioned under 1. the
incorporator shall, immediately after the incorporation, pay for the shares by
contribution and transfer to the company of all rights of intellectual property
registered in the name of the incorporator or beneficially belonging to the
property of the incorporator, including inter alia trade names, logos and
wordmarks, licences, copyrights, models, designs, other rights regarding
software and domain names (Rights of Intellectual Property), with due
observance of and subject to:  (i)two licence agreements entered into between the incorporator and (a)
SBS Broadcasting B.V. (hereinafter: SBS) and (b) Sky Radio Limited
(hereinafter: Sky), these licence agreements hereinafter referred to as
Licence Agreements;  1 
   (ii)the rights of pledge created on the Rights of Intellectual Property in
favour of SBS and Sky, pursuant to the Licence Agreements;  (iii)assumption of the obligation to grant a licence to the Association Vereniging
on the Rights of Intellectual Property for the agreed Field of Use.  In respect
of the contribution, the incorporator shall prepare a description of
contribution, which description shall state the value attributed thereto and
the valuation methods applied, which methods must satisfy generally acceptable
standards. The description shall relate to the condition of the contribution on
a date no earlier than five months prior to the date of the incorporation of
the company. With respect to the contribution referred to in the description an
accountant as referred to in article 2:204a Civil Code shall issue a
certificate confirming that the value of the contribution when applying
generally acceptable valuation methods at least amounts to nil.  CONTRIBUTION To
satisfy its obligation pursuant to the Deed of Incorporation to contribute on
the Shares, the person appearing, acting as mentioned, declared that the
Contributor hereby contributes and transfers to the Company and the Company
accepts all rights of intellectual property registered in the name of the
Contributor or beneficially belonging to the property of the Contributor,
including inter alia trade names, logos and wordmarks, licences, copyrights,
models, designs, other rights regarding software and domain names, which
immediately after the execution, will be attached to this Deed as Appendix 1,
hereinafter referred to as Rights of Intellectual Property,with due observance of and subject to:  (i)two
licence agreements entered into between the Contributor and (a) SBS
Broadcasting B.V. (hereinafter: SBS) and (b) Sky Radio Limited
(hereinafter: Sky), these licence agreements hereinafter referred to as
Licence Agreements; (ii)the rights
of pledge created on the Rights of Intellectual Property in favour of SBS and
Sky, pursuant to the Licence Agreements (the Deeds of Plegde); (iii)assumption
of the obligation to grant a licence to the association Vereniging Veronica
on the Rights of Intellectual Property for the agreed Field of Use.  CONTRACT
ASSUMPTION The
person appearing, acting as mentioned, declared that the Company hereby assumes
any and all rights and obligations and the legal relationship to the other
party under the Licence Agreements and the Deeds of Pledge, by means of assignment
(contractsoverneming) as meant
in Article 6:159 paragraph 1 Civil Code. The consent to this contract
assignment of the parties mentioned under (a) and (b) will appear from two
deeds of adherence.  PROVISIONS
RELATING TO CONTRIBUTION The
person appearing, acting as mentioned, subsequently declared that the following
has been agreed regarding the contribution of the Rights of Intellectual
Property:  2 
   A.The
Contributor is obliged to procure that all current rights and obligations
relating to the Rights of Intellectual Property and arising from contracts with
third parties in connection with the Rights of Intellectual Property shall
accrue to or be for the account of the Company; the Contributor hereby transfers
the above contracts to the Company, which accepts such transfer. B.the
Contributor grants no other indemnification than for the existence of the
Rights of Intellectual Property; C.The
Contributor authorises the Company to perform all acts necessary to effect the
transfer of the Rights of Intellectual Property, including the performance of
all the registrations which are immediately conductive to or connected with the
transfer.  DISCRIPTION AND AUDITORS
CERTIFICATE 1.Article
2:204c Civil Code does not apply to this contribution and transfer because
Article 2:204a Civil Code does apply. 2.The
Contributor, as sole incorporator of the Company, has prepared a description as
referred to in Article 2:204a paragraph 1 Civil Code to this contribution and
transfer, which description has been signed by the Contributor as sole
incorporator of the Company. 3.Concerning
the description as mentioned under 2, an accountant has, with due observance of
the requirements as described in Article 2:204a Civil Code, issued a
certificate confirming that the value of the contribution, when applying
generally acceptable valuation methods, at least amounts to nil. The auditors certificate is attached to the
Deed of Incorporation of the Company. 4.The
parties are not aware that the contribution has been significantly declined in
value after de date of the description.  FINAL PROVISONS 1.The
Company accepts the above-described contribution and transfer on the basis of
the provisions and stipulations made in that connection and declared that it
has taken possession of the contributed assets and therefore grants the
Contributor a full discharge. 2.To the
extent necessary and possible, the parties waive their right to demand the
rescission (ontbinding)of this agreement on any ground. The
authorization granted to the person appearing is evidenced by one private power
of attorney, which immediately after the execution will be attached to this
deed.  CONCLUSION The
person appearing is known to me, civil law notary. This
deed was executed in Rotterdam on the date mentioned in its heading. After
I, civil law notary, had conveyed and explained the contents of the deed in
substance to the person appearing, she declared that she has taken note of the
contents of  3 
   the
deed, were in agreement with the contents and did not wish them to be read out
in full. Following
a partial reading, the deed was signed by the person appearing and me, civil
law notary on seventeen hundred hours and thirty minutes.  I.L.M.
  WouterseJ.H.J.
  Preller, civil law notaryISSUED
  AS A TRUE COPY, by me, Gijsbert Johannes Rooijens, candidate
  civil law notary, as deputy of Jeroen Herman Joseph Preller, civil law notary
  at Rotterdam, on this the eight day of September 2003.  4 
  ANNEX 8 DEED OF ADHERENCE   CONFORMED COPY  1 SEPTEMBER 2003  BETWEEN  VERONICA MERKEN B.V.  AND  SBS BROADCASTING B.V.  DEED OF ADHERENCE    
     DEED OF ADHERENCE  The undersigned:  1.VERONICA MERKEN
B.V.., a private
company with limited liability organised under the laws of the Netherlands,
having its corporate seat in Hilversum, the Netherlands and offices at Olympia
2A, Hilversum, the Netherlands, hereinafter referred to as the New  Licensor,
duly represented in this matter by Veronica Holding, hereby represented by its
managing director, P. Kuipers;  and  2.SBS BROADCASTING
B.V., a private
company with limited liability organised under the laws of the Netherlands,
having its corporate seat in Amsterdam, the Netherlands and offices at
Rietlandpark 333, 1019 DW  Amsterdam,
the Netherlands, hereinafter referred to as the Licensee, duly represented in this matter by its business
manager A.H.T. Kreuzen;  Whereas:  A.Veronica Holding was the exclusive
owner of Veronica Trademarks and Domain Names (hereafter the Initial
Licensor) and has entered into a licence agreement with Licensee with respect
to the Veronica Trademarks and Veronica Domain Names dated 1 September 2003
(hereafter the Trademark Licence Agreement).  B.After the execution of the trademark
Licence Agreement, the exclusive rights to the Veronica Trademarks and Veronica
Domain Names are transferred to the New Licensor by Veronica Holding B.V. by
deed of 1 September 2003 (hereafter the Deed of Contribution).  C.Veronica Holding B.V. has assigned
its legal relationship under the Trademark Licence Agreement and all Annexes
thereto, including the Deed of Pledge, to the  1 
   New Licensor in the
Deed of Contribution and the New Licensor and Licensee wish to adhere to the
rights and obligations under the Trademark Licence Agreement and the Annexes
thereto by way of this Deed of Adherence.  Declare to have agreed as follows:  1.Words and expressions defined in the
Trademark Licence Agreement have the same meaning when used in this Deed,
unless expressed otherwise in this Deed.  2.The New Licensor confirms that it has
been supplied with a copy of the Trademark Licence Agreement and Annex 1 to 9
to the Trademark Licence Agreement.  3.The New Licensor undertakes to the
Licensee to be bound by the Trademark License Agreement and all Annexes thereto
in all respects as if the New Licensor 
was a Party to the Trademark Licence Agreement and named in it as the
Licensor and to observe and perform all the provisions and obligations of the
Trademark Licence Agreement and all Annexes thereto applicable to or binding on
the Licensor under the Trademark Licence Agreement and all Annexes thereto
insofar as the Original Licensor is required to observe or perform on or after
the date and time of this Deed.  4.The Licensee undertakes to the New
Licensor to observe and perform all the provisions and obligations of the
Trademark Licence Agreement and all Annexes thereto applicable to or binding on
the Licensee and to acknowledge that the New Licensor shall be entitled to the
rights and benefits of the Trademark Licence Agreement and all Annexes thereto
as if the New Licensor were named in the Trademark Licence Agreement and all
Annexes thereto as the Licensor with effect from the date and time of this
Deed.  5.The Licensee hereby consents to the
assignment (contractsovername),
as meant in Article 6:159 paragraph 1 Civil Code, of the Trademark Licence
Agreement and all Annexes thereto, including 
the deed of pledge, by Veronica Holding, as included in the Deed of
Contribution.  6.The address and facsimile number of
the New Licensor for the purposes of the clause headed Notices of the Trademark
Licence Agreement is as follows:  Veronica Merken B.V.Attn.:
  Pieter Kuipers  2 
   Address:
  Olympia 2a, 1213 NT
  Hilversum  7.This Deed is governed by and shall be
construed in accordance with the laws of The Netherlands.  IN WITNESS
WHEREOFthis
deed has been executed and delivered.  (signatures to follow)   VERONICA
  MERKEN B.V.Date:
  1 September 2003Signature
  /s/ Pieter KuipersHereby duly represented
  by: P. KuipersTitle:
  Managing Director of
  Veronica Merken B.V.SBS
  BROADCASTING B.V.Date:
  1 September  2003Signature
  /s/ Pieter KuipersHereby duly represented by
  A.H.T. KreuzenTitle:
  Business Manager of SBS
  Broadcasting B.V.  3 
  ANNEX 9 DEED OF PLEDGE OF INTELLECTUAL PROPERTY RIGHTS  Conformed Copy  DEED OF PLEDGE  of  INTELLECTUAL PROPERTY RIGHTS  between  Veronica Holding B.V.  and  SBS Broadcasting B.V.  1 September 2003  
   DEED OF PLEDGE  of  INTELLECTUAL PROPERTY RIGHTS  The undersigned:  1.Veronica
Holding B.V., a private company with limited liability existing under the laws
of The Netherlands, with corporate seat and address at Olympia 2a (1213 NT)
Hilversum (the Pledgor); and  2.SBS
Broadcasting B.V., a private company with limited liability existing under the
laws of The Netherlands, with corporate seat and address at Rietlandpark 333
(1019 DW) Amsterdam (the Pledgee);  whereas:  In a
licence agreement dated 1 September 2003, the Pledgor has undertaken to create
in favour of the Pledgee a first ranking right of pledge in respect of the
trademarks and domain names licensed to Pledgee pursuant to that agreement, as
security for the payment of any amount which the Pledgor owes or may at any
future date owe to the Pledgee pursuant to that licence agreement.  have agreed as follows:  Interpretation Clause 1  1.1In this deed:  Encumbrances and Restrictions
means security rights and other limited rights, retention of title, qualitative
obligations (kwalitatieve verplichtingen),
rights of retention, personal rights of enjoyment and use, beneficial ownership
rights, whether or not embodied in certificates or depositary receipts, rights
to acquire, rights to acquire one or more Encumbrances and Restrictions,
attachments, and any other restrictions of the freedom to control, manage,
enjoy, or use, the foregoing with the exception of restrictions which arise
directly from the law;  Enforcement Event means the
event that a Secured Obligation (as defined in the Licence Agreement) has not
been paid, or not fully paid, within 10 days after the written request for
payment has been received by Pledgor;  Intellectual Property Rights shall
include:  (i)the
Licensed Trademarks and Licensed Domain Names (as these terms are defined in
the License Agreement), wherever such rights are valid or registered or valid;  (ii)any
goodwill and any ancillary (copy) rights in the intellectual property rights
referred to in (i) above;  (iii)any rights
and powers related to the intellectual property rights referred to in (i)
above;  2 
   (iv)claims and
applications to acquire any intellectual property rights referred to in (i)
above and any future registrations resulting therefrom;  IP-Right means the right
as referred to in clause 2.1 of this deed.  Licence Agreement means
the agreement of 1 September 2003 made between, inter alia, the Pledgor, and the Pledgee, as amended,
varied, novated or supplement from time to time;  Pledge List means the
pledge list as referred to in clause 4.1 of this deed.  Right of Pledge means the
right of pledge as created in clause 2.1 and clause 3 of this deed.  1.2Capitalised
terms not defined in this deed shall have the meaning given to such terms in
the Licence Agreement, unless a contrary indication appears.  Obligation to give right of pledge  Clause 2  2.1To the
extent that there is no other valid legal basis therefor, the Pledgor hereby
undertakes to create in favour of the Pledgee, as security for the payment of
the Secured Obligation, a first ranking right of pledge (the Right of Pledge), subject to article 6.2,
in respect of all of the Intellectual Property Rights held by the Pledgor and
licensed to the Pledgee pursuant to the Licence Agreement at the time of the
signing of this deed, as set out in schedule
1, or as acquired by the Pledgor and licensed to the Pledgee after
the signing of this deed (each individually and jointly, the IP-Right).  Pledge of IP-Right Clause 3  The
Pledgor hereby creates the Right of Pledge in favour of the Pledgee as security
for the payment of the Secured Obligations, and the Pledgee hereby accepts the
Right of Pledge from the Pledgor. To the extent that the IP-Right is a future
right, the creation of the Right of Pledge shall take place in anticipation.  Pledge Lists Clause 4  4.1The
Pledgor shall provide the Pledgee whenever the Pledgee so requires, but in any
event within five business days of the end of each calendar year with a list
specifying the IP-Right, to the extent that it exists, (each such list and the
list attached as schedule 3, a Pledge List).  4.2Each
Pledge List must:  a.be in the form as set
out in schedule 1, or another form
required or approved by the Pledgee;  b.separately specify
any Intellectual Property Rights which have accrued to the Pledgee since the
date of the preceding Pledge List submitted to the Pledgor (each a New IP-Right);  3 
   c.contain, in respect
of anyNew IP-Right, such a
description of such right that on the basis thereof the New IP-Right is
identified in accordance with the requirements of schedule 1and which includes, if applicable, the register in
which the New IP-Right is or will be registered and the registration number;  d.have been fully
completed;  e.have been signed by a
person as referred to in clause 4.4;  f.be accompanied by
copies of all relevant documentation in respect of each New IP-Right, such as
copies of registration certificates of registered rights and copies of the
agreements or other documents.  If an Enforcement Event occurs and is
continuing and to the extent that the Pledgee so requires, the Pledgor shall
incorporate the Pledge List in a notarial deed.  4.3Whenever
the Pledgee so requires,  the Pledgor
shall provide the Pledgee without delay with a deed (a Further IP-Deed) to the satisfaction of
the Pledgee confirming the existence of or, if necessary, creating the Right of
Pledge in respect of any New IP-Right and, together with this deed and each
Further Deed a Relevant Deed);  4.4The
Pledgor shall ensure that the Pledgee will at all times have a signature card
containing the names and signatures of at least three persons who are entitled
to represent the Pledgor in signing Further IP-Deeds, Pledge Lists and
signature cards. Each signature card must:  a.be in the form as set
out in schedule 2or another form
required or approved by the Pledgee,  b.have been fully
completed; and  c.have been signed (i)
in the case of the first signature card, by a person whose authority to do so
has been established to the satisfaction of the Pledgee, or (ii) in the case of
subsequent signature cards, by a person who is authorised to do so according to
the previous signature card.  Until the Pledgor has informed the Pledgee that
the representative powers of a person on a signature card have terminated, by
providing the Pledgee with a new signature card, the Pledgor may not invoke
such termination against the Pledgee, irrespective of any registration in any
register or any other disclosure.  4.5Each
Further IP-Deed and each Pledge List shall form part of this Deed.  4.6The Right
of Pledge includes the entire IP-Right and any and all rights, even if the
details of the IP-Right as set out in a Relevant Deed are incorrect or
incomplete. The fact that the IP-Right is not included in whole or in part or
is not fully described in a Relevant Deed does not prove that the Right of
Pledge does not exist in respect of the IP-Right or such part thereof.  4 
   Registration
and notification Clause 5  5.1The
Pledgee may at any time:  a.register
each Relevant Deed in any appropriate register in which the IP-Right is
registered and  b.notify
each Relevant Deed to any relevant third party.  5.2The
Pledgor shall at the first request of the Pledgee take all requested action to
effect such registration or notification.  5.3The costs
of the registration of each Relevant Deed shall be for the account of the
Pledgee.  Separate
rights; rank Clause 6  6.1The Right
of Pledge is a separate right of pledge on each intellectual property right and
each right or claim that forms part of the IP-Right.  6.2The Right
of Pledge shall be a first-ranking right of pledge. In respect of certain
trademarks as set out in schedule 4,
the Right of Pledge shall rank pari passu
with a first-ranking pledge to be granted in favour of Sky Radio Limited, on
the same terms and conditions as set out in this deed.  6.3Without
prejudice to all other rights and claims of the Pledgee, the Right of Pledge
shall, where it cannot rank first, have the highest possible rank.  Rights of Pledgee Clause 7  7.1If an
Enforcement Event occurs and is continuing, the Pledgee may, without prejudice
to its rights under the law, exercise all the Pledgors rights in respect of
the IP-Right and any other rights and powers in respect of the IP-Right without
any limitation, on the understanding that:  (i)the
Pledgee will give the Pledgor prior written notice before exercising Pledgors
rights;  (ii)the
Pledgee shall respect the licences granted to Vereniging Veronica and Sky Radio
Limited and such licenses in the Residual Field of Use for which it has granted
its prior consent or in accordance with the shareholders agreement for Veronica
Merken B.V..  7.2Insofar as
necessary and in respect of the Pledgors rights, the Pledgor hereby grants to
the Pledgee an irrevocable power of attorney to exercise the rights referred to
in clause 7.1 in the Pledgors name. In performing legal acts pursuant to this
power of attorney, the Pledgee may act as a counterparty to the Pledgor or act
pursuant to a power of attorney granted by one or several other parties
involved in those acts. The Pledgee may grant a power of attorney to another
person to perform, directly or indirectly, such legal acts in the Pledgors
name within the limits of this power of attorney, and he may substitute another
person for itself as authorised person.  7.3The
Pledgee is under no obligation to exercise the rights referred to in clauses
7.1 and 7.2 and may use its own discretion in exercising those rights.  5 
   Foreclosure Clause 8  8.1For the
purpose of this deed, the Pledgor shall be in default (verzuim) if an Enforcement Event occurs
and is continuing and all or part of the Secured Obligations remain unpaid.  8.2Without
prejudice to clause 8.1, if the Pledgor is in default, the Pledgee may sell all
or part of the IP-Right and recover the Secured Obligations from the proceeds.  8.3The
Pledgee shall not be required to notify the Pledgor and those who have a
limited right (beperkt recht)on
or have made an attachment (beslag)
in respect of the IP-Right, of any proposed or completed sale.  8.4Only the
Pledgee shall have the right to make an application to the competent judge for
a different method of sale, as referred to Section 3:251 subsection 1 Civil
Code (Burgerlijk Wetboek).  Termination Clause 9  9.1The
Pledgee may at any time determine that the Right of Pledge shall from that
moment secure only a part of the Secured Obligations to be specified by the
Pledgee. The Pledgor hereby accepts that limitation in anticipation. The
limitation shall take effect as soon as the Pledgee has notified the Pledgor
thereof in writing. The notification must specify the part of the Secured
Obligations which will remain secured by the Right of Pledge.  9.2The
Pledgee may at any time waive the Right of Pledge. The Pledgor hereby accepts
such waiver in anticipation. The waiver shall become effective as soon as the
Pledgee has notified the Pledgor thereof in writing.  9.3Termination
of the Licence Agreement does not affect this deed in respect of any right
accrued under the Licence Agreement prior to termination thereof.  Warranties Clause 10  10.1The
Pledgor warrants to the Pledgee that the following warranties are true and not
misleading at the time of execution of this deed or, where the Pledge is
created by a Further Deed or a Pledge List at the time of the Pledgors signing
of the relevant Further Deed or Pledge List or, to the extent that the Pledgor
acquires the IP-Right, or the IP-Right comes into existence, at a future date,
at the time when the Right of Pledge in respect of it comes into existence:  a.The
IP-Right may be pledged freely by the Pledgor.  10.2The
Pledgor declares that it has the right to pledge the IP-Right and that the
IP-Right is not subject to any limited rights (beperkte
rechten within the meaning of article 3:237 clause 2 of the
Netherlands Civil Code) other than any limited right as acknowledged by the
Pledgee under the Licence Agreement.  6 
   10.3Any
warranty in this deed or the declaration referred to in clause 10.2 being
untrue shall be regarded as a failure by the Pledgor to perform this deed.  Further Obligations of the Pledgor Clause 11  11.1The
Pledgor hereby grants an irrevocable power of attorney to the Pledgee for the
performance, in the Pledgors name, of any acts which the Pledgor must perform
pursuant to this deed. In performing legal acts pursuant to this power of
attorney the Pledgee may act as a counterparty to the Pledgor or act pursuant
to a power of attorney granted to it by one or several other parties involved
in those acts. The Pledgee may grant a power of attorney to another person to
perform, directly or indirectly, legal acts in the Pledgors name within the
limits of this power of attorney or substitute another person for itself as
authorised person.  11.2If the
Right of Pledge passes to a third party in accordance with the Licence
Agreement, the Pledgee may assign to the third party those rights, and procure
the assumption by the third party of those obligations, under this deed which
do not automatically pass at the same time. Insofar as necessary, the Pledgor
hereby gives its consent in anticipation of such assignment or assumption. Any
such assignment or assumption shall have effect as soon as the deed by which it
is created has been notified to the Pledgor by the Pledgee or assignee.  Liability and indemnity Clause 12  12.1The
Pledgees liability for damage suffered by the Pledgor as a result of the
Pledgee exercising its rights under this deed or otherwise in connection with
this deed shall be excluded.  12.2The
Pledgor shall indemnify the Pledgee against any claims made by third parties in
connection with the Right of Pledge. The indemnity shall also relate to any
damage suffered, or reasonable costs incurred, by the Pledgee in connection
with such claim.  12.3Subclauses
1 and 2 shall not apply to the extent that the damage results from the
intentional or deliberately reckless conduct of the Pledgee or any person for
whom the Pledgee is liable by law.  No forfeiture of rights. Clause 13  Unless
this deed provides otherwise, any entitlement of a party to any right derived
from this deed shall be without prejudice to any other rights and claims under
this deed and any rights and claims at law. No right of a party under this deed
or by law shall be affected by a failure to invoke that right or to protest
against the other partys failure to perform an obligation.  7 
   Binding
effect and entire agreement; amendment. Clause 14  14.1If part of
this deed is or becomes invalid or non-binding, the parties shall remain bound
to the remaining part. The parties shall replace the invalid or non-binding
part by provisions which are valid and binding and the effect of which, given
the contents and purpose of this deed, is, to the greatest extent possible,
similar to that of the invalid or non-binding part.  14.2This deed
may not be rescinded in whole or in part.  14.3This deed
contains the entire agreement of the parties in relation to its subject matter.  14.4Unless
this deed expressly provides otherwise, it contains no stipulations for the
benefit of a third party which could be invoked by a third party against a
party to this deed.  14.5The
schedules to this deed shall form a part thereof.  14.6This deed
may only be amended or supplemented in writing and executed by all parties.  Disclosure. Clause 15  The
parties shall not disclose this deed to any third party, except where
disclosure is necessary in connection with the pledge of the Share and the
exercise of the rights of the Pledgee or is required pursuant to any statutory
provision, the rules of any officially recognised exchange, the 2000 Merger
Code (SER-besluit Fusiegedragsregels 2000)
or a binding decision of a court or another government authority.  in evidence whereof:  this
deed was signed in duplicate in the manner set out below.   /s/
  Pieter KuipersVeronica
  Holding B.V.By:
  Pieter KuipersTitle:
  DirectorOn:
  1 September 2003/s/
  Andre KreuzenSBS
  Broadcasting B.V.By:Title:
  DirectorOn:
  1 September 2003  8 
   Schedule 1  Form of Pledge List  To:
  DirectorSBS
  Broadcasting B.V.[    ]With
  a copy to:
  [      ][date]Dear
  Sirs,  Reference
is made to the Deed of Pledge of Intellectual Property Rights dated [**] 2003
between [Veronica Merken B.V. / Veronica Holding B.V.] as Pledgor and SBS
Broadcasting B.V. as Pledgee (the Deed of
Pledge). Terms defined in the Deed of Pledge have the same meaning
in this Pledge List.  To
the extent the Right of Pledge has not already been created, the Pledgor hereby
creates the Right of Pledge in favour of the Pledgee as security for the
payment of the Secured Obligations.  The
Right of Pledge extends to the IP-Right to the extent that (i) it exists at the
date of this Pledge List and (ii) it can be determined, now or at the time of
foreclosure on the Right of Pledge, that the IP-Right is subject to the Right
of Pledge. Accordingly, the Right of Pledge extends, without limitation, to the
IP Right to the extent that it is specified in annex 1 to this Pledge List and
which for the purpose of identification is described below.  Existing
  IP-RightDate
  of annex:
  
  [date]Number
  of pages of annex:
  
  [number]First
  IP-Right
  
  [name]Last
  IP-Right
  
  [name]New IP-RightDate
  of annex:
  
  [date]Number
  of pages of annex:
  
  [number]First
  IP-Right
  
  [name]Last
  IP-Right
  
  [name]  The
Pledgor (i) warrants, except for immaterial exceptions of which the Pledgor is
not aware, that this Pledge List specifies the IP-Right and the Royalty Right
to the extent that it exists at the date of this Pledge List, and (ii) declares
that it has the right to pledge the IP-Right and the Royalty Right and that the
IP-Right and the Royalty Right is not subject to any limited rights (beperkte rechten).  This
Pledge List forms part of the Deed of Pledge.  9 
   in evidence whereof:  this
Pledge List was signed by the Pledgor in the manner set out below:  **By:Title:Date:  10 
    Schedule 2  Initial signature card  The
following persons (minimum three) are entitled to represent the Pledgor in
signing deeds confirming the existence of, or, if necessary, creating the Right
of Pledge in respect of any New IP-Right:   Name
  :Title
  :Signature
  :Name
  :Title
  :Signature
  :Name
  :Title
  :Signature
  :Name
  :Title
  :Signature
  :  The
Pledgor shall ensure that the Pledgee will at all times have an accurate and
fully updated signature card available.  11 
   Schedule 3 Initial Pledge List  WARRANTED TRADEMARKS  HIT
  
  
  
  COUNTRY/
  
  APP/REG
  
  PUBREFNR
  
  TRADEMARK
  
  REGISTER
  
  NUMBER
  
  YR
  
  PAGE
  
  CLASSES
  
  APPLICANT IDENTIFICATION14
  
  VERONICA
  
  BENELUX
  
  151122
  
  87
  
  1883
  
  35, 38, 41
  
  VERONICA OMROEP ORGANISATIE
  HILVERSUM
  
  NETH21
  
  CLUB VERONICA
  
  BENELUX
  
  151290
  
  87
  
  2187
  
  35, 38, 41
  
  VERONICA OMROEP HILVERSUM
  
  NETH33
  
  CLUB VERONICA
  *
  BENELUX
  
  398775
  
  84
  
  2761
  
  09, 16, 25
  
  VERONICA OMROEP ORGANISATIE
  HILVERSUM
  
  NETH59
  
  VERONICA TRAVEL CLUB
  
  BENELUX
  
  439543
  
  88
  
  3752
  
  16, 25, 38, 39, 41
  
  VERONICA OMROEP ORGANISATIE
  HILVERSUM
  
  NETH62
  
  VERONICA SATELLITE
  *
  BENELUX
  
  448889
  
  89
  
  1296
  
  16, 35, 38, 41
  
  VERONICA OMROEP ORGANISATIE
  HILVERSUM
  
  NETH64
  
  VERONICA STRANDRACE
  
  BENELUX
  
  450675
  
  89
  
  1735
  
  09, 16, 25, 38, 41
  
  VERONICA OMROEP ORGANISATIE
  HILVERSUM
  
  NETH67
  
  VERONICA TV GUIDE
  *
  BENELUX
  
  458218
  
  89
  
  3796
  
  16, 35, 41, 42
  
  VERONICA OMROEP ORGANISATIE
  HILVERSUM
  
  NETH84
  
  CLUB VERONICA
  
  BENELUX
  
  528445
  
  93
  
  04196
  
  09, 16, 38, 41
  
  VERENIGING VERONICA OMROEP
  ORGANISATIE HILVERSUM
  
  NETH86
  
  VERONICA CLUB
  *
  BENELUX
  
  531066
  
  93
  
  05157
  
  09, 16, 38, 41
  
  VERENIGING VERONICA OMROEP
  ORGANISATIE HILVERSUM
  
  NETH89
  
  VERONICA
  *
  BENELUX
  
  539700
  
  94
  
  02483
  
  09, 16, 35, 41
  
  VERENIGING VERONICA OMROEP
  ORGANISATIE HILVERSUM
  
  NETH101
  
  VERONICA GOES CARIBBEAN
  *
  BENELUX
  
  553878
  
  95
  
  01537
  
  09, 16, 41
  
  VERENIGING VERONICA OMROEP
  ORGANISATIE HILVERSUM
  
  NETH  12 
   HIT
  
  
  
  COUNTRY/
  
  APP/REG
  
  PUBREFNR
  
  TRADEMARK
  
  REGISTER
  
  NUMBER
  
  YR
  
  PAGE
  
  CLASSES
  
  APPLICANT IDENTIFICATION123
  
  VERONICA
  
  BENELUX
  
  712166
  
  02
  
  
  
  02, 03, 04, 09, 14, 16, 17,
  18, 20, 21, 22, 24, 25, 28, 32, 33, 34, 35, 38, 39, 41, 42
  
  VERENIGING VERONICA
  HILVERSUM
  
  NETH125
  
  FINAL COUNTDOWN
  
  BENELUX
  
  717542
  
  03
  
  
  
  38, 41
  
  VERENIGING VERONICA
  HILVERSUM
  
  NETH129
  
  VERONICA ONE OF US ONE OF
  US
  *
  BENELUX
  
  718431
  
  03
  
  
  
  09, 16, 38, 41
  
  VERENIGING VERONICA
  HILVERSUM
  
  NETH141
  
  VERONICA TV GUIDE
  *
  INTERNATIONAL
  
  541167
  
  89
  
  4305
  
  16, 35, 41, 42
  
  VERONICA OMROEP ORGANISATIE
  HILVERSUM
  
  NETH142
  
  VERONICA
  *
  INTERNATIONAL
  
  600996
  
  93
  
  02880
  
  09, 16, 38, 41
  
  VERENIGING VERONICA OMROEP
  ORGANISATIE HILVERSUM
  
  NETH143
  
  VERONICA
  
  INTERNATIONAL
  
  600997
  
  93
  
  02880
  
  09, 16, 38, 41
  
  VERENIGING VERONICA OMROEP
  ORGANISATIE HILVERSUM
  
  NETH144
  
  CLUB VERONICA
  
  INTERNATIONAL
  
  605471
  
  93
  
  04940
  
  09, 16, 38, 41
  
  VERONICA OMROEP ORGANISATIE
  HILVERSUM
  
  NETH145
  
  VERONICA CLUB
  *
  INTERNATIONAL
  
  606379
  
  93
  
  05171
  
  09, 16, 38, 41
  
  VERENIGING VERONICA OMROEP
  ORGANISATIE HILVERSUM
  
  NETH146
  
  VERONICA
  *
  INTERNATIONAL
  
  619024
  
  94
  
  03421
  
  09, 16, 35, 41
  
  VERENIGING VERONICA OMROEP
  ORGANISATIE HILVERSUM
  
  NETH  HIT
  
  
  
  COUNTRY/
  
  APP/REG
  
  PUBREFNR
  
  LICENSED TRADEMARK
  
  REGISTER
  
  NUMBER
  
  YR
  
  PAGE
  
  CLASSES
  
  APPLICANT IDENTIFICATIONNR
  
  LICENSED
  TRADEMARKS TO BE APPLIED/REGISTERED FOR BEFORE CLOSING:  13 
   HIT
  
  
  
  COUNTRY/
  
  APP/REG
  
  PUBREFNR
  
  LICENSED TRADEMARK
  
  REGISTER
  
  NUMBER
  
  YR
  
  PAGE
  
  CLASSES
  
  APPLICANT
  IDENTIFICATIONA
  
  V LOGO [BM in blackwhith]
  *
  BENELUX
  
  1038926
  
  03
  
  
  
  2, 3, 4, 9, 14, 16, 17, 18,
  20, 21, 22, 24, 25, 28, 32, 33, 34, 35,38, 39, 41, 42
  
  VERONICA HOLDING HILVERSUM
  
  NETHB
  
  V LOGO [BM in colour]
  *
  BENELUX
  
  
  
  
  
  
  
  2, 3, 4, 9, 14, 16, 17, 18,
  20, 21, 22, 24, 25, 28, 32, 33, 34, 35,38, 39, 41, 42
  
  VERONICA HOLDING HILVERSUM
  
  NETHC
  
  SWOOSH LOGO [BM]
  *
  BENELUX
  
  1012889
  
  02
  
  
  
  9, 16, 38, 41
  
  VERENIGING VERONICA
  HILVERSUM
  
  NETHD
  
  VERONICA KOMT NAAR JE TOE
  
  BENELUX
  
  1038932
  
  03
  
  
  
  16, 38, 41
  
  VERONICA HOLDING HILVERSUM
  
  NETHE
  
  VERONICA MAGAZINE
  
  BENELUX
  
  1038933
  
  03
  
  
  
  16, 38, 41
  
  VERONICA HOLDING HILVERSUM
  
  NETHF
  
  VERONICA MAGAZINE LOGO [BM]
  *
  BENELUX
  
  1038931
  
  03
  
  
  
  16, 38, 41
  
  VERONICA HOLDING HILVERSUM
  
  NETHG
  
  VERONICA SATELLITE
  
  BENELUX
  
  1038930
  
  
  
  
  
  16, 38, 41
  
  VERONICA HOLDING HILVERSUM
  
  NETHH
  
  SATELLITE LOGO
  *
  BENELUX
  
  1038930
  
  03
  
  
  
  16, 38, 41
  
  VERONICA HOLDING HILVERSUM
  
  NETHI
  
  SATELLITE LOGO +
  ONDERSCHRIFT [BM]
  *
  BENELUX
  
  1038929
  
  03
  
  
  
  16, 38, 41
  
  VERONICA HOLDING HILVERSUM
  
  NETHJ
  
  DIT IS VERONICA
  
  BENELUX
  
  1028409
  
  
  
  
  
  9,16, 38, 41
  
  VERONICA HOLDING HILVERSUM
  
  NETHK
  
  VERONICA SPORT
  
  BENELUX
  
  1038935
  
  03
  
  
  
  16,38,41
  
  VERONICA HOLING HILVERSUM
  
  NETHL
  
  VERONICA S TOP 40 GALA
  
  BENELUX
  
  1038936
  
  03
  
  
  
  9, 16, 38, 41
  
  VERONICA HOLDING HILVERSUM
  
  NETHM
  
  VERONICA FILM EN VIDEO
  
  BENELUX
  
  1038934
  
  03
  
  
  
  16, 38, 41
  
  VERONICA HOLDING HILVERSUM
  
  NETH  14 
   HIT
  
  
  
  COUNTRY/
  
  APP/REG
  
  PUBREFNR
  
  LICENSED TRADEMARK
  
  REGISTER
  
  NUMBER
  
  YR
  
  PAGE
  
  CLASSES
  
  APPLICANT
  IDENTIFICATIONN
  
  VERONICA MUSIC TELEVISION
  
  BENELUX
  
  
  
  
  
  
  
  38,41O
  
  VERONICA MUSIC MAGAZINE
  
  BENELUX
  
  
  
  
  
  
  
  16  15 
   Schedule 4  Overview of Veronica
trademarks in respect of which Sky Radio Limited has acquired a right of pledge