Agreement for the sale of shares in A.R.J., a.s. between PhDr. Pavol Rusko and CME Media Enterprises B.V. dated October 28, 2005

28 October 2005

(1)

PhDr. Pavol Rusko, residing at Ľudovíta Fullu No. 10, 841 05 Bratislava, birth No. 630820/7147 (the Seller); and

(2)

CME MEDIA ENTERPRISES B.V., registered in the commercial register of Chamber of Commerce and Industries for Amsterdam, the Netherlands, whose registered office is at Oostelijke Handelskade 1169, 1019 DN Amsterdam, the Netherlands (the Purchaser), represented by Robert E. Burke, under power of attorney;

(A)

The Seller is an owner of 34 per cent of the issued share capital of A.R.J., a.s., having its seat at Skuteckého 23, Banská Bystrica 974 01, Identification number 36 379 921, registered in the commercial register of the District Court Banská Bystrica, section: Sa, insert No.: 729/S (the Company).

(B)

The Seller wishes to sell and the Purchaser wishes to purchase 34 per cent of the issued share capital of the Company free from any Encumbrance on the terms and subject to the conditions set out in this agreement.

1.1

In addition to terms defined elsewhere in this agreement, the definitions and other provisions in Schedule 4 apply throughout this agreement, unless the contrary intention appears.

1.2

In this agreement, unless the contrary intention appears, a reference to a clause, sub-clause or schedule is a reference to a clause, sub-clause or schedule of or to this agreement. The schedules form part of this agreement.

1.3

The headings in this agreement do not affect its interpretation.

2.1

Subject to the Conditions being satisfied or, where applicable, waived, the Seller shall sell and the Purchaser shall purchase the Shares.

2.2

The Shares shall be sold free from all Encumbrances and together with all rights attaching to them.

2.3

The consideration for the sale of the Shares shall be determined in accordance with clauses 5 and 6.

2.4

The Seller acknowledges that the Purchaser enters into this agreement in reliance on the representations, warranties and undertakings on the part of the Seller set out in this agreement.

2.5

The Seller:

(a)

covenants with the Purchaser that it has the right to sell and transfer to the Purchaser the ownership title in the Shares on the terms set out in this agreement; and

(b)

waives all rights of pre-emption which he may have (whether under the Company's constitutional documents or otherwise) in respect of the transfer to the Purchaser of any shares of the Company held by any other shareholder of the Company.

3.1

The sale and purchase of the Shares is conditional on:

(a)

the Purchaser being satisfied on inspection and investigation as to:

(i)

the financial, contractual and taxation position of the Company;

(ii)

the title of the Seller to the Shares and the title of the Company to its respective assets (including the title of the Company to the Participation interest in Markíza);

(b)

either:

(i)

the PMU notifying the Purchaser that the Transaction or any matter arising from it is not subject to its approval; or

(ii)

it being established, in terms satisfactory to the Purchaser, that the PMU does not intend to refer the Transaction or any matter arising from it to the European Commission under Article 22(1) of Council Regulation (EC) No.139/2004 (the Regulation), or if such referral is made by the PMU, that the European Commission will not examine the Transaction or any matter arising from it under Article 22(3) of the Regulation; and notice of clearance by the PMU of the Transaction and any associated obligations which may require clearance being delivered to the Purchaser;

(c)

the Purchaser having received a certified copy of a resolution of the Council consenting to the transfer of the Participation Interest 1 from the Company to MEDIA INVEST pursuant to article 54/1(c) of the Broadcasting Act;

(d)

the Purchaser having received a certified copy of a participation interest transfer agreement regarding the transfer the Participation Interest 1 in Agreed Form duly executed by the Company and MEDIA INVEST;

(e)

the Purchaser having received a certified copy of an Amendment No. 2 to the Agreement on coordinated procedure in Agreed Form executed by the relevant parties and an agreement for the termination of the Agreement on coordinated procedure in Agreed Form executed by the relevant parties;

(f)

the Purchaser having received copies of waivers of the Company's shareholders of their rights of pre-emption under the Company's articles in respect of the transfer to the Seller of the Shares from Mediapro;

(g)

the Purchaser having received a certified copy of an agreement entered into between the Company's shareholders in which the Company's shareholders waive all their rights of pre-emption under the Company's articles in respect of the transfer to the Purchaser of the entire share capital in the Company;

(h)

the Purchaser having received from the Seller a confirmation on the Completion Date that:

(i)

there are no pending or threatened actions or proceedings by or before any court or other governmental body or agency which shall seek to restrain, prohibit or invalidate the Transaction;

(ii)

the Warranties are true and accurate; and

(iii)

no event or circumstance has occurred or is likely to occur that constitutes a Material Adverse Effect.

3.2

The Purchaser may waive the Conditions above (either in whole or in part) at any time by giving notice to the Seller. Any such waiver is without prejudice to Purchaser's right to compensation in respect of a breach of any covenant or inaccuracy of any Warranty, as otherwise provided in this agreement.

3.3

Each party shall use all reasonable endeavours to procure (so far as it is so able to procure) that each Condition is satisfied on or before 30 January 2006 (or such later date as may be agreed by the parties)(the Long Stop Date). If the Conditions are not satisfied, or waived in accordance with the preceding sub-clause, on or before the Long Stop Date:

(a)

except for this sub-clause, clauses 1, clauses 11 to 21 and the provisions of Schedule 4, all the provisions of this agreement shall lapse and cease to have effect; but

(b)

neither the lapsing of those provisions nor their ceasing to have effect shall affect any accrued rights or liabilities of any party in respect of damages for non-performance of any obligation under this agreement falling due for performance prior to such lapse and cessation.

3.4

Immediately after, in the opinion of the Purchaser (acting reasonably), the Conditions set out in sub-clauses 3.1(a) to 3.1(g) (save for 3.1(h) which is to be satisfied or waived on the Completion Date) have been satisfied or waived (to the extent not fulfilled), the Purchaser shall notify the Seller of this fact in writing.

3.5

Each party shall promptly inform the other party in writing about any relevant matters in relation to, and shall keep the other party informed in writing of, the progress to completion of all items required for the Completion and any material impediments or delays or of the existence or occurrence of any conditions that may adversely affect the occurrence of Completion. Each party shall provide the other party with all information which the other party shall reasonably request in writing in order to determine that that party has complied with its obligations under sub-clause 3.3.

3.6

The party which is obliged to provide a document shall provide to the other party a certified copy of each document required pursuant to sub-clause 3.1 as and when obtained.

4.1

Completion shall take place at the offices of the Purchaser's Counsel at 15.00 a.m. on the third Business Day after the date on which the last of the Conditions to be satisfied or waived in accordance with the preceding clause is satisfied or so waived (or at such other place, at such other time and/or on such other date as the parties may agree).

4.2

At Completion:

(a)

the Purchaser shall notify the Seller as to whether it has completed the purchase of the Other ARJ Shares;

(b)

if the Purchaser notifies the Seller that it has completed the purchase of the Other ARJ Shares; then:

(i)

the Seller shall observe and perform the provisions of Part 1 of Schedule 3; and

(ii)

the Purchaser shall observe and perform the provisions of Part 2 of Schedule 3;

(c)

if the Purchaser notifies the Seller that it has not completed the purchase of the Other ARJ Shares, then the Purchaser may elect not to complete the purchase of the Shares or to fix a new time and date for Completion by, in either case, giving notice to the Seller.

4.3

If for any reason the provisions of Part 1 of Schedule 3 are not fully observed and performed as contemplated by clauses 4.1 and 4.2 within three days from the day on which the Completion shall take place pursuant to clause 4.1, the Purchaser may elect (in addition and without prejudice to all other rights or remedies available to it) not to complete the purchase of the Shares or to fix a new time and date for Completion by, in either case, giving notice to the Seller. In particular, the Purchaser shall not be obliged to complete the purchase of any of the Shares unless the purchase of all the Shares is completed simultaneously in accordance with this agreement.

4.4

If the Purchaser elects not to complete the purchase of the Shares:

(a)

except for this sub-clause, clauses 11 to 21 and the provisions of Schedule 4, all the provisions of this agreement shall lapse and cease to have effect;

(b)

neither the lapsing of those provisions nor their ceasing to have effect shall affect any accrued rights or liabilities of any party in respect of damages for non-performance of any obligation falling due for performance prior to such lapse and cessation; and

(c)

pursuant to sub-clause 4.3 as a result of any of the provisions of:

(i)

clause (a) of Part 1 of Schedule 3; or

(ii)

clause (c) of Part 1 of Schedule 3 in relation to the resignations of Ing. František Vizváry and Stanislav Pavlík; or

(iii)

clause (d) or (e) of Part 1 of Schedule 3 in relation to the resignations of Ing. František Vizváry,

(iv)

compensate the Purchaser for all costs, charges and expenses incurred by it in connection with the negotiation, preparation and entering into of this agreement and in discharging its obligations under it; and

(v)

pay to the Purchaser a contractual penalty in the an amount equal to 10% of the Initial Consideration (this is without prejudice to any other remedy available to the Purchaser, including the Purchaser's ability to claim damages exceeding the amount of the contractual penalty).

5.1

The initial consideration for the sale of the Shares shall be SKK 494,000,000.

5.2

The Initial Consideration is, under clause 4 and Schedule 3, to be paid to the Seller on the later of: (i) 1 January 2006 and (ii) the Completion Date.

6.1

As further consideration for the sale of the Shares, the Seller shall (subject to the terms of this agreement) be entitled to a sum of SKK 81,000,000 (the Deferred Consideration).

6.2

The Deferred Consideration shall be paid to the Seller on or before 31 May 2006.

(a)

procure that the Purchaser, its agents and advisors are given full access to the books and records of the Company and Mediapro during normal business hours on any Business Day and on reasonable notice to the Seller;

(b)

provide such information regarding the Company which is available to the Seller as the Purchaser may reasonably require in order to carry our the inspection and investigation envisaged under clause 3.1(a); and

(c)

provide such other co-operation to the Purchaser, its agents and advisers as they may reasonably require in each case to enable them to obtain information about the operations of the Company, including its financial, legal, and trading status.

(a)

The Seller shall immediately send a notice to the Purchaser in writing of any matter or thing which arises or becomes known to it before Completion which:

(i)

is likely to constitute (or would after the lapse of time constitute) a misrepresentation or a breach of any of the other obligations on its part under this agreement or makes any Warranty of it incorrect or misleading; or

(ii)

would mean that any of its Warranties would be incorrect or misleading at Completion.

(b)

Any such notice must specify that matter or circumstance in reasonable detail and set out such other facts as the Purchaser deem necessary specifying that matter or circumstance in reasonable detail.

(a)

From the signing of this agreement, the Seller shall exercise all rights and powers available to him so as to procure that neither he nor his Related Persons shall use the logo, trade name or word "Markíza" or similar or shall not take any steps in such manner that that Markíza would not have an exclusive and full rights and use of the logo, trade name or word "Markíza" and any similar word, name or mark, except as agreed in any licence agreement entered into between STS and any third party and except as provided in (b) below. From the Completion Date, neither the Seller nor any Related Person to the Seller shall use the logo, trade name or word "Markíza" or similar, except as agreed in any licence agreement entered into between STS and any such party.

(b)

For avoidance of any doubt, the parties acknowledge that:

(i)

the Seller is obliged to procure that:

(A)

from the Completion Date the company www.markiza.sk a.s., ID No. 35 780 908 will be renamed to www.mark.sk a.s. or to some other name and will not use the logo, trade name or word "Markíza" or similar, except as agreed in any licence agreement with STS provided that the company www.markiza.sk a.s. is a Related Person to the Seller;

(B)

from the Completion Date each of TV TIP, a.s. Bratislava, Identification No.: 35 728 426, the company IMPEX distribution, s.r.o., ID No. 35 740 574 and EDÍCIA MARKÍZA, s.r.o., ID No. 35 762 756 (each a Target) will not use the logo, trade name or word "Markíza" or similar, except as agreed in any licence agreement entered into with STS after the signing of this agreement, provided that the respective Target is a Related Person to the Seller;

(C)

by the Completion Date the company TV TIP, a.s. Bratislava, Identification No.: 35 728 426 will not be sold to any third party other than to the Purchaser provided that TV TIP, a.s. Bratislava, Identification No.: 35 728 426 is a Related Person to the Seller; and

(D)

by the Completion Date, the foundation MARKÍZA, registration No.: 203/Na-96/552, will be renamed so that its name will not to contain the word "Markíza" or similar.

(ii)

the company www.markiza.sk a.s., ID No. 35 780 908 will have the right to use trade name or word or trade mark "Mark".

(c)

If the Seller breaches any of its obligation set out in this clause 7.3, it shall pay to the Purchaser a contractual penalty of SKK 3,000,000 for each breach.

8.1

The parties acknowledge that the Consideration for the Shares has been agreed on the basis that:

(a)

no indebtedness of any kind (whether or not presently payable) is owed by the Company to the Seller (or any Related Person to the Seller) other than the indebtedness shown in the accounting records of the Company that shall be repaid in full by the Company at Completion; and

(b)

all indebtedness of any kind owed by the Seller (or any Related Person to the Seller) to the Company (whether or not presently payable) is repaid in full by the Seller or such Related Person to the Company on Completion.

8.2

The Seller shall procure that on or before Completion all indebtedness due from the Seller (or any Related Person to the Seller) to the Company is satisfied in full. If it is established at any time after Completion that any indebtedness of any kind (whether or not presently payable) was owing at Completion by the Seller (or any Related Person to the Seller) to the Company, contrary to the basis stated above, then the Seller shall procure that such indebtedness is immediately paid in full.

8.3

The Seller shall procure that on Completion the Company is released from all guarantees and indemnities given by the Company. The Seller shall procure that on Completion all indebtedness owing immediately before Completion from the Seller (or any Related Person to the Seller) to the Company is or has been satisfied in full together with all interest accruing on it up to (but excluding) Completion.

9.1

The Seller represents and warrants to the Purchaser that each of the statements set out:

(a)

in Part 1 of Schedule 2 will at Completion be true, accurate and not misleading; and

(b)

in Part 2 of Schedule 2 is at the date of this agreement and will at Completion be true, accurate and not misleading.

9.2

Each of the Warranties is separate and independent and, except as expressly provided to the contrary in this agreement, is not limited by reference to any other Warranty.

9.3

None of the Warranties shall, and the Purchasers' ability to make any claim under this agreement shall not, be treated as waived, qualified or otherwise affected by any actual knowledge or any knowledge imputed to the Purchaser or its agents and advisers, including any knowledge resulting from any due diligence investigation carried out by or on behalf of the Purchaser before Completion or which the Purchaser has or obtains otherwise than in pursuance of its rights under this agreement.

9.4

Without prejudice to any other remedy available to the Purchaser or its ability to claim damages on any basis which is available to it by reason of any of the Warranties being untrue or misleading or being breached, the Seller will, under section 725 et seq. of the Commercial Code, indemnify the Purchaser in respect of all liabilities (including costs, damages or losses, fees and expenses) that the Purchaser may suffer resulting from or in connection with any of the Warranties being breached, untrue or misleading, and for any breach by the Seller of any of its obligations under this agreement, including an amount equal to any deficiency or liability of the Company which arises from any of the Warranties being breached, untrue or misleading and which would not have existed or arisen if the Warranty in question had not been breached, untrue or misleading.

9.5

For the purposes of clause 9.4 the parties confirm that:

(a)

the Seller has requested the Purchaser to rely on the Warranties being true and accurate as of the date when made or deemed to be made and on the Seller's promise to comply with all its obligations in this agreement and the Purchaser has not been obliged to make such reliance; and

(b)

section 728 of the Commercial Code does not apply to the Purchaser under this clause.

9.6

The Seller informed the Purchaser that:

(a)

the Seller brought a claim at the District court Bratislava II against Markíza to determine that a general meeting of Markíza is invalid and the procedure no. 23Cb 65/2005 is pending;

(b)

MEDIA INVEST brought a claim at the District court Bratislava I against Sylvia Volzová and Ivan Beňačka to determine that Ivan Beňačka is not the owner of participation interest in Markíza and the procedure no. 29Cb 104/05 is pending.

10.1

The Seller covenants with the Purchaser that he shall not and shall procure that no Related Person of the Seller for the time being shall:

(a)

except as provided in clause 10.6, for a period of two years after Completion be concerned in any business carrying on business which is competitive or likely to be competitive with any of the businesses which creates a considerable part of revenues of Markíza and/or STS; or

(b)

for a period of two years after Completion canvass or solicit orders for services similar to those being provided by Markíza or STS at Completion from any person who is at Completion or has been at any time within the year prior to the Completion Date a supplier of Markíza or STS provided that if as a result of that these suppliers would stop providing supplies or services to Markíza or STS; or

(c)

for a period of two years after Completion:

(i)

induce or attempt to induce any person who is at Completion a director or key employee of Markíza or STS to leave the employment of Markíza or STS; or

(ii)

employ or attempt to employ any person who is at Completion a director or key employee of Markíza or STS; or

(d)

for a period of two years after Completion induce or attempt to induce any person, who is at Completion or has been at any time within the year prior to the Completion Date a supplier of goods or services to Markíza or STS, to cease to supply, or to restrict or vary adversely the terms of supply, to Markíza or STS; or

(e)

make use of or (except as required by law or any competent regulatory body) disclose or divulge to any third party any information of a secret or confidential nature relating to, or to the business or affairs of Markíza or STS; or

(f)

do anything that would have a Material Adverse Effect on Markíza or STS.

10.2

For the purposes of this clause:

(a)

a person is concerned in a business if it carries on the business as principal or agent or if:

(i)

it is a partner, director, employee, consultant or agent in, of or to any person who carries on the business; or

(ii)

it has any direct or indirect financial interest (as shareholder or otherwise) in any person who carries on the business; or

(iii)

it is a partner, director, employee, consultant or agent in, of or to any person who has a direct or indirect financial interest (as shareholder or otherwise) in any person who carries on the business, and

(b)

references to Markíza or STS include its successors in business.

10.3

Each of the restrictions in each paragraph or subclause above shall be enforceable independently of each of the others and its validity shall not be affected if any of the others is invalid.

10.4

If any of those restrictions is void but would be valid if some part of the restriction were deleted, the restriction in question shall apply with such modification as may be necessary to make it valid.

10.5

The Seller acknowledges that the above provisions of this clause are no more extensive than is reasonable to protect the Purchaser as the purchaser of the entire share capital in the Company.

10.6

The Seller is entitled to come up with new ideas for a new theme for television programme or to produce a new television programme (each of them a TV Product), however, the Seller shall not be entitled to sell the TV Product without that TV Product having first been offered to the Purchaser by notice in writing to STS (the Notice). The Notice shall specify the TV Product and price at which it is offered. If, within 60 days after receipt of the Notice, STS or the Purchaser does not notify the Seller that it wishes to purchase the TV Product, then the Seller will be entitled to sell the TV Product to a third party at a price being not less than price specified in the Notice and terms not less favourable to the Seller as those set out in the Notice.

10.7

If the Seller breaches any of its obligation set out in this clause 10, it shall pay to the Purchaser a contractual penalty of SKK 3,000,000 for each breach.

11.1

No party shall make or permit any person connected with it to make any announcement concerning this sale and purchase or any ancillary matter before, on or after Completion except as required by law or any competent regulatory body or with the prior written approval of the other party, such approval not to be unreasonably withheld or delayed.

11.2

The Purchaser:

(a)

shall keep confidential all information provided to it by or on behalf of Seller which relates to the Seller; and

(b)

if after Completion, the Company holds confidential information relating to Seller, shall keep that information confidential and, to the extent reasonably practicable, shall return that information to the relevant Seller or destroy it.

11.3

The Seller shall:

(a)

keep confidential all information provided to it by or on behalf of the Purchaser which relates to the Purchaser; and

(b)

and shall procure that if after Completion the Seller holds confidential information relating to the Company, it shall keep that information confidential and, to the extent reasonably practicable, shall return that information to the Purchaser or destroy it.

11.4

Nothing in this clause prevents any confidential information being disclosed:

(a)

with the written approval of the other party, which in the case of any announcement shall not to be unreasonably withheld or delayed; or

(b)

to the extent required by law or any competent regulatory body, but a party required to disclose any confidential information shall promptly notify the other party, where practicable and lawful to do so, before disclosure occurs and co-operate with the other party regarding the timing and content of such disclosure or any action which the other party may reasonably elect to take to challenge the validity of such requirement.

11.5

Nothing in this clause prevents disclosure of confidential information by any party:

(a)

to the extent that the information is in or comes into the public domain other than as a result of a breach of any undertaking or duty of confidentiality by that party/any person; or

(b)

to that party's professional advisers, auditors or bankers, but before any disclosure to any such person the relevant party shall procure that he is made aware of the terms of this clause and shall use its best endeavours to procure that each such person adheres to those terms as if he were bound by the provisions of this clause.

(a)

to the Seller at:

(b)

to the Purchaser at:

G. Lehnert, k.s.

71-91 Aldwych

Carlton Savoy Building

London WC2B 4HN

Mostová 2, 811 02 Bratislava 1

United Kingdom

Slovak Republic

Fax: +421 2 5980 0400

Fax: +44 20 7430 5403

marked for the attention of JUDr. Ján Ondruš,

marked for the attention of General Counsel,

12.2

Any notice or other communication shall be deemed to have been given:

(a)

if delivered, on the date of delivery; or

(b)

if sent by post, on the second Business Day after it was put into the post; or

(c)

if sent by fax, on the date of transmission, if transmitted before 3.00 p.m. (local time at the country of destination) on any Business Day, and in any other case on the Business Day following the date of transmission.

12.3

In proving the giving of a notice or other communication, it shall be sufficient to prove that delivery was made or that the envelope containing the communication was properly addressed and posted by prepaid airmail or that the fax was properly addressed and transmitted, as the case may be.

13.1

On or after Completion the Seller shall, at its own cost and expense, execute and do (or procure to be executed and done by any other necessary party) all such documents, acts and things as the Purchaser may from time to time require in order to acquire the Shares or as otherwise may be necessary to give full effect to the Transaction Documents.

13.2

In relation to the Company, the Seller shall procure the convening of all meetings, the giving of all waivers and consents and the passing of all resolutions as are necessary under statute or any agreement or obligation affecting it to give effect to the Transaction Documents.

15.1

Unless otherwise expressly stated (or as otherwise agreed in the case of a given payment), each payment to be made under this agreement shall be made in SKK by transfer of the relevant amount into the relevant account on or before the date the payment is due for value on that date. The relevant account for a given payment is:

(b)

if that payment is to the Purchaser, the account as the Purchaser shall, not less than three Business Days before the date that payment is due, have specified by giving notice to the Seller for the purpose of that payment.

15.2

If a party defaults in the payment when due of any sum payable under this agreement, it shall pay interest on that sum from the date on which payment is due until the date of actual payment (as well after as before judgment) at an annual rate of 1.0 per cent. above the one (1) month BRIBOR rate valid on the first day of default and each monthly anniversary thereof, which interest shall accrue from day to day and be compounded monthly.

15.3

If the Seller is required by law to make a deduction or withholding in respect of any sum payable under this agreement, it shall, at the same time as the sum which is the subject of the deduction or withholding is payable, make a payment to the Purchaser of such additional amount as shall be required to ensure that the net amount received by the Purchaser will equal the full amount which would have been received by it had no such deduction or withholding been required to be made.

16.1

Each of the obligations, Warranties and undertakings set out in this agreement (excluding any obligation which is fully performed at Completion) shall continue in force after Completion and shall not be affected by the waiver of any Condition or any notice given by the Purchaser in respect of any Condition.

16.2

Except as otherwise expressly provided in this agreement each party shall pay the costs and expenses incurred by it in connection with the entering into and completion of this agreement.

17.1

This agreement and the Transaction Documents to which the Seller and the Purchaser is a party contains the whole agreement between the parties relating to the transactions contemplated by this agreement and supersede all previous agreements, whether oral or in writing, between the parties relating to these transactions.

17.2

Each party acknowledges that in agreeing to enter into this agreement it has not relied on any representation, warranty, collateral contract or other assurance (except those set out in this agreement or any Transaction Document) made by or on behalf of the other party before the entering into of this agreement. Each party waives all rights and remedies which, but for this sub-clause, might otherwise be available to it in respect of any such representation, warranty, collateral contract or other assurance.

18.1

This agreement is governed by Slovak law. This agreement is governed by the provisions of the Commercial Code, save for those disapplied or modified by this agreement.

18.2

Each of the parties agrees that the application of any provision of Slovak law that is not of a strictly mandatory nature is expressly excluded to the extent that it could alter the meaning or purpose of any provision of this agreement.

18.3

Any dispute arising out of or in connection with this agreement (including any question regarding its existence, validity, binding effect or termination) shall be referred to, and finally resolved in arbitration proceedings conducted under the Rules of Arbitration of the ICC (the Rules). The Rules are deemed to be incorporated by reference into this agreement. The tribunal shall consist of three arbitrators who shall be appointed by the parties in writing (pursuant to the Rules), or if they fail to do so, within 21 days of the day when any of the parties requested the dispute to be resolved by arbitration, by one arbitrator appointed pursuant to the Rules. The place of any such arbitration shall be Vienna and the language of proceedings English. The parties will be bound by any resulting arbitral award.

19.1

This agreement is executed in two counterparts in English language. All notices, demands, requests, statements, certificates or other documents or communications under this agreement shall be in English unless otherwise agreed. A legally certified translation in Slovak language of this agreement will be prepared. In case of any discrepancy between the English version of this agreement and its Slovak translation, the English version of this agreement shall prevail.

Company name:

A.R.J., a.s.

Identification number:

36 379 921

Registered office:

Skuteckého 23, Banská Bystrica 974 01

Date of incorporation:

14 April 1998

Legal form:

joint-stock company

Board of Directors:

Ján Kováčik, member

Ing. Milan Fiľo, chairman

Ing. František Vizváry, member

Acting on behalf of the Company:

All directors together

Registered capital:

SKK 90,000,000

Number, type, kind and nominal value of shares:

90,000 issued, registered, ordinary shares (in Slovak "na meno"), in certificated form (in Slovak "listinné"), series: A numbers of shares 0001-1000, series: B numbers of shares 00001-89000, each with nominal value of SKK 1,000 each, issued as 6 global share certificates replacing the shares.

Supervisory Board:

Stanislav Pavlík - chairman

Ing. Milan Varchola - member

Ing. Miroslav Vajs - member

(a)

incur any expenditure exceeding EURO 5,000 and incur any expenditure in relation to Taxation exceeding EURO 13,000; or

(b)

except for the transfer of the Participation Interest 1 by the Company to MEDIA INVEST, dispose of or create any Encumbrance in respect of any part of its assets (including the Participation Interest or any part of it); or

(c)

borrow any money or make any payments out of or drawings on its bank account(s) in excess of SKK 50,000 monthly; or

(d)

except as contemplated under the Transaction Documents, enter into any contract or commitment, or:

(i)

make or prepay any loan; or

(ii)

fail to observe and perform any term or condition of, or waive any rights under, any contract or arrangement; or

(iii)

contravene any statute, order, regulation or the like; or

(iv)

do or omit to do anything which might result in the termination, revocation, suspension, modification or non-renewal of any licence or consent held by it or the Markíza Licence; or

(v)

grant any power of attorney; or

(a)

The Seller has the requisite capacity, power and authority to enter into and to perform this agreement.

(b)

This agreement and all other documents to be entered into by the Seller in connection with this agreement will, when executed, constitute binding obligations on the Seller in accordance with their respective terms.

(c)

The signature of and the compliance with the terms of this agreement does not and will not:

(i)

conflict with or constitute a default under any provision of:

(A)

any agreement or instrument to which the Seller or the Company is a party;

(B)

the constitutional and corporate documents of the Company, except that the Seller has not obtained waivers of pre-emption rights of other shareholders under the articles of association of the Company to the transaction under this agreement, which waivers will be obtained by the Seller by Completion;

(C)

any order, judgment, decree or regulation or any other restriction of any kind by which the Seller or the Company is bound; or

(ii)

relieve any other party to a contract with the Company of its obligations or enable that party to vary or terminate its rights or obligations under that contract;

(iii)

result in the creation or imposition of any Encumbrance on any of assets of the Company (including the Participation Interest in Markíza) or the repayment of any indebtedness of the Company.

(d)

No announcements, consultations, notices, reports or filings are required to be made in connection with the transactions contemplated by this agreement and no consents, approvals, registrations, authorisations or permits are required to be obtained by the Seller or the Company in connection with the execution and performance of this agreement.

(a)

The Company has been duly incorporated and properly formed, and is validly existing under the laws of the jurisdiction of its incorporation.

(b)

The list of shareholders and other statutory books and registers of the Company have been properly kept and no notice or allegation that any of them is incorrect or should be rectified has been received.

(c)

All returns, resolutions and other documents which the Company is required by law to file with or deliver have been correctly made up and duly filed or delivered.

(d)

The copies of the constitutional and corporate documents of the Company which have been given to the Purchaser or its advisers are true and accurate and complete, and have not been breached.

(a)

The Seller is the sole owner of the Shares and has full power, right and authority to transfer them to the Purchaser.

(b)

The Shares constitute 34% of the issued share capital of the Company.

(c)

The Shares have been validly issued as global shares and are fully paid up. The paid up capital has not been repaid.

(d)

No person is entitled or has claimed to be entitled to require the Company to issue any share either now or at any future date and whether contingently or not.

(e)

There is no Encumbrance on, over or affecting any of the Shares, nor is there any commitment to give or create any of the foregoing, and no person has claimed to be entitled to any of the foregoing. There are no outstanding depositary receipts in relation to the Shares.

(a)

does not hold, nor has it agreed to acquire, any interest of any other company (except for the Participation Interest in Markíza);

(b)

is not, nor has it agreed to become, a member of any partnership (whether incorporated or unincorporated) or other unincorporated association, joint venture or consortium (other than recognised trade associations); and

(c)

does not have any branch or any permanent establishment.

(a)

is not, or is not deemed for the purposes of any law to be, unable to pay its debts as they fall due or insolvent;

(b)

has not admitted its inability to pay its debts as they fall due;

(c)

has not suspended making payments on any of its debts or announces an intention to do so;

(d)

has not begun negotiations with any creditor for the rescheduling of any of its indebtedness;

(e)

has not had any step taken with a view to a moratorium or a composition, assignment or similar arrangement with any of its creditors;

(f)

has not had a meeting of its shareholders, directors or other officers convened for the purpose of considering any resolution for, to petition for or to file documents with a court for, its winding-up, administration or dissolution or passed any such resolution;

(g)

has not had any person present a petition, or file documents with a court, for its bankruptcy, composition, winding-up or dissolution;

(h)

has not had an order for its bankruptcy, composition, winding-up, administration or dissolution made;

(i)

has not had any liquidator, trustee in bankruptcy or composition, or similar officer appointed in respect of it or any of its assets; and

(j)

has had any other analogous step or procedure taken in any jurisdiction, or should have taken any step mentioned above but has not done so.

(a)

The Seller is not aware that the purchase by the Seller of the Shares from Mediapro could be capable of being set aside, challenged, reversed, voided or affected in whole or in part by any creditor of Mediapro or the Seller or any third party (whether in bankruptcy, composition, liquidation or any similar proceedings or otherwise); and

(b)

The purchase by the Seller of the Shares from Mediapro could not result in any creditor of Mediapro or the Seller or any third party seeking satisfaction of its claim from any of the Shares.

(c)

Mediapro does not have any creditors with claims exceeding in aggregate SKK 50,000 monthly and exceeding in aggregate SKK 500,000 in total.

(a)

The Company is not a party to any contract or arrangement in which the Seller or any person connected with the Seller is interested, directly or indirectly, except for the Agreement on coordinated procedure, nor has there been any such contract or arrangement at any time during three years ending on the date of this agreement.

(b)

The Company is not a party to, nor have the profits or financial position of the Company during three financial periods ended on the Accounts Date been affected by, any contract or arrangement which is not of an entirely arm's length nature.

(c)

Neither the Seller nor any person connected with the Seller is a party to any contract or arrangement for the provision of finance, goods, services or other facilities to or by the Company or in any way relating to, or to the affairs of, the Company.

(a)

The Company is not engaged in any litigation, arbitration or alternative dispute resolution proceedings and there are no such proceedings pending or threatened by or against the Company.

(b)

So far as the Seller is aware, there are no circumstances which are likely to give rise to any litigation, arbitration or alternative dispute resolution proceedings by or against the Company.

(c)

The Company is not the subject of any investigation, inquiry, enforcement proceedings or process by any governmental, administrative or regulatory body nor, so far as the Seller is aware, are there any circumstances which are likely to give rise to any such investigation, inquiry, proceedings or process.

(a)

The Company has at all times complied with all applicable laws concerning the protection of the environment, human health or welfare, the conditions of the workplace or the generation, transportation, storage, treatment or disposal of any waste.

(b)

The Company has not used, disposed of, generated, stored, treated, transported, dumped, released, deposited, buried or emitted any waste or dangerous substance.

(a)

have been prepared in accordance with generally accepted accounting principles and practices in Slovakia and the applicable law and regulations;

(b)

have been prepared by the Accountants and will be authorised by the auditor who will render an auditor's certificate without qualification;

(c)

state the assets and liabilities of the Company and are true and correct in all respects and fairly present the financial state of affairs of the Company as at the Accounts Date and of the profit or loss of the Company for the period ended on the Accounts Date or (as the case may be) in respect of the periods for which they were prepared;

(d)

contain either provisions or reserves, as required under generally accepted accounting principles in Slovakia and the applicable laws and regulations, to cover all Taxation (including deferred Taxation) and other liabilities (whether quantified, contingent or otherwise), bad and doubtful accounts payable and as at the Accounts Date;

(e)

do not show any material one-off extraordinary items, including gains; and

(f)

have been duly filed in accordance with applicable law.

(a)

have been properly maintained and contain accurate records of all matters required to be entered in them under the applicable laws; and

(b)

give a true and fair view of the matters which ought to appear in them.

(a)

there has been no deterioration in the financial position or the prospects of the Company; and

(b)

the Company has paid its creditors within the times agreed with them and, without limiting the foregoing, the Company has no indebtedness other than the indebtedness shown in the accounting records of the Company all of which shall be repaid before the Completion Date.

(a)

No dividend or other distribution of profits or assets has been or agreed to be declared, made or paid by the Company since the Accounts Date.

(b)

All dividends or other distributions of profits or assets declared, made or paid since the date of incorporation of the Company have been declared, made and paid in accordance with law and its constitutional documents.

(a)

The Company never had or licensed any Intellectual Property Rights.

(b)

No activities of the Company infringe or are likely to infringe any Intellectual Property Right of any third party and no claim has been made against the Company or any such licensee in respect of such infringement.

(c)

So far as the Seller is aware there has been no unauthorised use by any person of any confidential information of the Company.

(a)

The Company maintains adequate and proper records for tax purposes, and has made all filings of its tax returns. The Company is not in any dispute with any tax authority.

(b)

All Taxation of any nature whatsoever for which the Company is and has been liable or for which the Company is and has been liable to account has been duly paid (insofar as such taxation ought to have been paid) and the Company has made all such deductions and retentions as it was obliged or entitled to make and all such payments in respect of these deductions and retentions as should have been made except for a penalty of SKK 4,124.- for the late payment of an advance for the income tax for 2002 that will be paid as of the Completion Date.

(c)

The Company has not paid or become liable to pay, and there are no circumstances by reason of which the Company is likely to become liable to pay, any penalty, fine, surcharge or interest in respect of Taxation.

(d)

The Company has not received any notice of enquiry or suffered any enquiry, investigation, audit or visit by any taxation or excise authority, and no such enquiry, investigation, audit or visit planned. The Company has not been a party to or otherwise involved in any transaction which could be viewed as tax avoidance or tax evasion by a tax authority.

(e)

As far as the Seller is aware, all Taxation of any nature whatsoever for which the Seller is and has been liable has been duly paid (insofar as such taxation ought to have been paid).

1.

In this agreement:

2.

Any reference, express or implied, to an enactment includes references to:

(a)

that enactment as re enacted, amended, extended or applied by or under any other enactment (before or after the signature of this agreement);

(b)

any enactment which that enactment re enacts (with or without modification); and

(c)

any subordinate legislation made (before or after the signature of this agreement) under that enactment, as re enacted, amended extended or applied as described in paragraph (a) above, or under any enactment referred to in paragraph (b) above,

3.

In this agreement:

(a)

words importing the singular shall include the plural and vice versa;

(b)

words denoting persons shall include bodies corporate and unincorporated associations of persons and vice versa;

(c)

any reference to e is to EURO ; and

(d)

references to a party shall include the legal successors, heirs or assigns of that party.

4.

A person shall be deemed to be connected with another if that person is dependent on another (in Slovak "závislá") within the meaning of §2 of the Slovak Income Tax Act No. 595/2003 Coll.

5.

In this agreement, unless the contrary intention appears, a reference to a clause, sub-clause, exhibit or Schedule is a reference to a clause, sub-clause, exhibit or schedule of this agreement. The Schedules and exhibits form part of this agreement.

6.

The headings in this agreement do not affect its interpretation.

7.

Sub-clauses 1 to 6 apply unless the contrary intention is expressed in this agreement.

Signed by PhDr. Pavol Rusko

)

/s/ Pavol Rusko

Signed by Robert E. Burke, under

)

/s/ Robert E. Burke

for CME MEDIA ENTERPRISES B.V. 

)

Signed by Viera Rusková

)

/s/ Viera Rusková