EXECUTION COPY CONFIDENTIAL CME MEDIA ENTERPRISES B.V. CENTRAL EUROPEAN MEDIA ENTERPRISES LTD. PPF (CYPRUS) LTD. CME MEDIA INVESTMENTS S.R.O.

(1)

CME MEDIA ENTERPRISES B.V. ,   a company organized under the laws of the Netherlands, and having its registered office at Birkstraat 89, 3768 HD Soest, the Netherlands (" CME ME " ) ;

(2)

CENTRAL EUROPEAN MEDIA ENTERPRISES LTD., a company organized under the laws of Bermuda, and   having its registered office at Clarendon House, Church Street, Hamilton, HM CX Bermuda (" CME Ltd ");

(3)

PPF (CYPRUS) LTD. , a company organized under the laws of the Republic of Cyprus with registered number HE 92433, and having its registered office at Arch. Makariou III, 2-4, Capital Center, 9th Floor, PC 1505, Nicosia, Cyprus (" PPF " ) ;

(4)

CME MEDIA INVESTMENTS S.R.O. , a limited liability company organized and existing under the laws of the Czech Republic, and registered in the Commercial Register maintained by the Municipal Court in Prague, section C, insert 106550, identification number 27235173, with its seat at Prague 5, Krizeneckeho nam. 1078/5, 152 00 Czech Republic (" Newco " ) ;   and

(5)

PGT CORPORATION S.R.O. (pending the registration of the change of the corporate name to CME Media Services s.r.o.), a limited liability company organized and existing under the laws of the Czech Republic, and registered in the Commercial Register maintained by the Municipal Court in Prague, section C, insert 95420, identification number 27088944, with its seat at Prague 1, Klimentska 46, 110 02 Czech Republic, pending the registration of the change of its seat to Prague 5, Krizeneckeho nam. 1078/5, 152 00 Czech Republic (" Oldco " ) .

(A)

CME ME, CME Ltd. and PPF have entered into a Framework Agreement dated 13 December 2004 pursuant to which CME ME has agreed to purchase from PPF 85% of the TV Nova Group (the " Framework Agreement ").

(B)

In connection with such acquisition of the TV Nova Group, PPF has acquired a 15% Newco Ownership Interest from CME Ltd and a 15% Oldco Ownership Interest from CME ME and CME Ltd has retained an 85% Newco Ownership Interest and CME ME has retained an 85% Oldco Ownership Interest.

(C)

The Parties acknowledge that during the term of this Agreement CME Ltd may transfer its 85% Newco Ownership Interest to CME ME.

(D)

Pursuant to the Framework Agreement, the Parties wish to enter into this Agreement to regulate the conduct of the TV Nova Group and Newco and Oldco.

1

Interpretation

1.1

Capitalized terms not otherwise defined herein shall, unless the context requires otherwise, bear the meanings ascribed thereto in the Framework Agreement;

1.2

Interpretation

(a)

references to Clauses and Schedules are to clauses of, and schedules to, this Agreement;

(b)

references to a "person" shall be construed so as to include any physical or legal person, firm, company or other body corporate, government, state or agency of a state, local or municipal authority or government body or any joint venture, association or partnership (whether or not having separate legal personality);

(c)

reference to an "affiliate" of any person shall mean any "subsidiary" of that person or a "holding company" of that person or any other subsidiary of that holding company, as "subsidiary" and "holding company" are defined in Section 736 of the Companies Act 1985, provided that notwithstanding such definition, each member of the PPF Group shall be deemed an affiliate of PPF for purposes of the Transaction Documents;

(d)

a reference to any law, regulation, statute or statutory provision shall be construed as a reference to the same as it may have been, or may from time to time be, amended, modified or re-enacted;

(e)

any reference to a "day" (including within the phrase "Business Day") shall mean a period of 24 hours running from midnight to midnight (except for the days of time change lasting 25 or 23 hours which days shall be 25 or 23 hours respectively);

(f)

references to time are to Central European Time;

(g)

a reference to any other document referred to in this Agreement is a reference to that other document as amended, varied, novated or supplemented (other than in breach of the provisions of this Agreement) at any time;

(h)

headings, recitals and titles are for convenience only and do not affect the interpretation of this Agreement;

(i)

general words shall not be given a restrictive meaning by reason of the fact that they are followed by particular examples intended to be embraced by the general words;

(j)

references to a "Party", or the "Parties" shall be to CME ME, CME Ltd, PPF, Newco and Oldco and shall be construed as to include each of their respective legal successors and permitted assignees;

(k)

"control" means the power to direct the management and policies of the entity whether through the ownership of share capital, by contract or otherwise; and

(l)

"acting in concert" means acting together pursuant to an agreement or understanding (whether formal or informal) or to be deemed to be acting in concert under applicable law.

2

Warranties

(a)

it has full power, authority and right to enter into and carry out its obligations hereunder;

(b)

this Agreement constitutes the valid and legally binding obligations of it; and

(c)

the entry into and performance by it of, and the completion of the transactions contemplated by, this Agreement do not and will not conflict with:

(i)

any law or regulation or judicial or other order,

(ii)

its constitutional documents; or

(iii)

any document which is binding on it or on any of its assets;

(d)

entry into this Agreement and the performance of the obligations contained herein will not require the consent or approval of any third persons; and

(e)

it is neither insolvent or unable to pay its debts as they fall due (as such expression is defined in sub-sections 1(a) to (d) (inclusive) and sub-section (2) of section 123 of the Insolvency Act 1986).

2.2

Each of the warranties set out above are deemed to be repeated by CME ME, CME Ltd and PPF upon the exercise of the Put, the Call, the Drag Along Right or the Tag Along Right.

2.3

Each of the warranties set out above, each time they are made by CME ME, CME Ltd or PPF, are " Warranties " for the purposes of the Framework Agreement.

3

The Business

3.1

The business of Newco and Oldco is to operate the TV Nova Business.

3.2

Each Party shall use its reasonable endeavors to promote and develop the TV Nova Business to the best advantage of the TV Nova Business.

3.3

CME ME undertakes to ensure that both Newco and Oldco are single purpose vehicles that shall not engage in any business other than as set out in Clause 3.1 above.

4

Corporate Governance of the TV Nova Business

4.1

General Principles

4.1.1

CME ME, CME Ltd and PPF shall be entitled to representation on the governing bodies of Newco, Oldco and the companies in the TV Nova Group as set forth in more detail in Clauses 4.3 to 4.8 below. For as long as CME Ltd holds any Newco Ownership Interest, such interest shall be represented by the representatives appointed by CME ME under this Clause 4.

4.1.2

The general principle for allocation of representation on the governing bodies of Newco, Oldco and the companies in the TV Nova Group, subject to Clause 4.8 and Clause 4.6.2, is that CME ME shall be entitled to the majority representation on each governing body and PPF shall be entitled to at least one representative on each governing body, but not more than one-third of the representation on any such governing body or in relation to any entity.

4.1.3

The Parties shall exercise all of their respective Voting Rights and powers to procure, or as appropriate procure that Newco, Oldco and / or the relevant company in the TV Nova Group procures, the matters set out in this Clause 4.

4.1.4

CME ME and PPF shall ensure that their respective nominees shall have professional experience and qualifications appropriate for their positions in Newco, Oldco or the TV Nova Group.

4.1.5

CME ME and PPF may at any time replace any of their respective nominees appointed pursuant to this Clause 4 and the Parties shall exercise their respective Voting Rights and powers to procure that any nominees who are being replaced are removed from and the replacement nominees are appointed as Executive Directors (or to the Boards of Directors if appropriate) or to the Supervisory Board, as the case may be, of the relevant entity as soon as is practicable.

4.1.6

CME ME shall procure that any CME ME appointees shall resign immediately upon CME ME ceasing to have any CME Nova Interest. PPF shall procure that any PPF appointees shall resign immediately upon PPF ceasing to have any PPF Nova Interest.

4.1.7

None of the Executive Directors (or members of the Boards of Directors if appropriate) or members of the Supervisory Board of Newco, Oldco or any other TV Nova Group company shall be remunerated for his time spent on Newco, Oldco or TV Nova Group business, save for reasonable out-of-pocket expenses incurred wholly for the purpose of acting as a director or supervisory board member of Newco, Oldco or another TV Nova Group company, except as may otherwise be agreed by CME ME and PPF with respect to any directors of CET 21, CP 2000 and MAG MEDIA that also provide full-time management for such companies.

4.1.8

Meetings of the Executive Directors (or the Boards of Directors if appropriate) or the Supervisory Boards of each of Newco, Oldco and the TV Nova Group companies set forth in Clauses 4.3 to 4.7 shall be held at least quarterly and shall, unless all directors or, as the case may be, supervisory board members consent otherwise, be convened on not less than five Business Days’ notice accompanied by an agenda and, to the extent practical, any supporting documentation.

4.1.9

Except as provided in the procedural rules for the Executive Directors of Newco and Oldco in Schedule 2 hereto, the quorum for a meeting of the Executive Directors (or the Board of Directors if appropriate) or the Supervisory Boards of each of Newco, Oldco and the TV Nova Group companies set forth in Clauses 4.3 to 4.7 shall be 2 directors or, as the case may be, supervisory board members, being at least 1 CME ME appointed director or supervisory board member and 1 PPF appointed director or supervisory board member.

4.1.10

Except as provided in Clause 6, or as required pursuant to applicable law, all decisions of the Executive Directors (or the Board of Directors if appropriate) or Supervisory Boards of each of Newco, Oldco and the TV Nova Group companies shall be taken by simple majority vote.

4.1.11

Procedural rules for the Executive Directors of Newco and Oldco are set forth in detail in Schedule 2 hereto. CME ME and PPF shall procure that their respective Executive Directors shall conduct their activities in accordance with such rules.

4.2

TV Nova Executive Committee

4.3

Newco

(a)

Newco shall have 3 Executive Directors.

(b)

CME ME shall have the right to nominate in writing and be represented by 2 of Newco's Executive Directors.

(c)

PPF shall have the right to nominate in writing and be represented by 1 of Newco's Executive Directors.

(d)

The Parties shall procure that CME ME's and PPF's respective nominees are promptly appointed as Executive Directors of Newco.

4.4

Oldco

(a)

Oldco shall have 3 Executive Directors.

(b)

CME ME shall have the right to nominate in writing and be represented by 2 of Oldco's Executive Directors.

(c)

PPF shall have the right to nominate in writing and be represented by 1 of Oldco's Executive Directors.

(d)

The Parties shall procure that CME ME's and PPF's respective nominees are promptly appointed as Executive Directors of Oldco.

4.5

Vilja

4.5.1

Board of Directors

4.5.2

Supervisory Board

4.6

CP 2000

4.6.1

Board of Directors

4.6.2

Supervisory Board

(a)

The Supervisory Board of CP 2000 shall consist of at least 3 members.

(b)

CME ME shall have the right to nominate in writing and be represented by at least 2 members of CP 2000's Supervisory Board.

(c)

The third member of the Supervisory Board shall be elected by the employees of CP 2000 in accordance with the Commercial Code.

(d)

The Parties shall procure that CME ME's nominees are promptly appointed to CP 2000's Supervisory Board.

4.7

CET 21

4.7.1

Executive Directors

4.7.2

Chief Executive Officer

4.8

Other TV Nova Group Companies

5

CME Ltd

5.1

If, at any time after the Closing Completion Date, PPF delivers to CME ME a notice requesting the appointment of Petr Kellner to CME Ltd's Board of Directors, together with a duly completed CME Director Questionnaire which is acceptable to CME Ltd, CME ME shall procure that Petr Kellner is appointed to CME Ltd's Board of Directors as a non-executive director with the same rights as other non-executive directors on the CME Ltd Board of Directors, with no obligations to CME Ltd other than those (a) imposed by the laws of the United States of America and Bermuda and (b) specifically agreed in writing by Petr Kellner and CME Ltd. PPF acknowledges that it shall only be entitled to make one request to CME Ltd with respect to Petr Kellner's appointment, provided however that in the event that Petr Kellner does not qualify as an independent director under the NASDAQ Marketplace Rules, such request and appointment may be deferred until such time as CME Ltd is able to accept another non-independent director in compliance with the relevant composition requirements for a Board of Directors under the NASDAQ Marketplace Rules.

5.2

During the period following the Closing Commencement Date, but prior to any appointment of Petr Kellner to the Board of Directors of CME Ltd or in the period after Petr Kellner has resigned such appointment, CME ME shall procure that Petr Kellner shall have the right to, or to have his designee (provided that such designee shall not be involved in the management of the TV Nova Business), attend any or all meetings of CME Ltd's Board of Directors and its audit committee as an observer (except to the extent that such attendance is prohibited by law, advised against by any counsel of CME Ltd, or objected to by any member of the Board of Directors of CME Ltd on the grounds that it is inconsistent with such director's ability to exercise his fiduciary duties).

5.3

The right of appointment to or to attend meetings of the Board of Directors of CME Ltd shall terminate upon the date on which PPF (together with its affiliates) own in aggregate less than 5% of the outstanding CME Shares, unless the Board of Directors of CME Ltd (excluding the vote of Petr Kellner) elects to extend such right for a longer period of time.

6.1

CME ME, CME Ltd and PPF have agreed that PPF shall be entitled to have and to exercise certain minority rights with respect to the PPF Nova Interest and its indirect interest in the TV Nova Group, as set forth in Clauses 6.2 and 6.3 below.

6.2

Newco and Oldco each undertakes that it shall not, and CME ME, CME Ltd and PPF shall procure by the exercise of their Voting Rights that each of Newco and Oldco shall not, without the prior written consent of PPF, except in connection with the Transaction Memorandum:

(a)

vary in any respect its memorandum or articles of association or the rights attaching to any of its Ownership Interests or waive any provision in any of the same or adopt or pass any resolutions inconsistent with the same or this Agreement;

(b)

pass any resolution for its winding up or present any petition for its administration (or equivalent procedure according to the laws of any relevant jurisdiction);

(c)

amalgamate or merge with any other company or business undertaking;

(e)

increase the amount of its authorized or issued share capital, issue shares or grant any option or other interest (in the form of convertible securities or in any other form) over or in its share capital or allow any of its share capital to be subscribed for if payment therefor is non-monetary or in the form of an in-kind contribution;

(l)

in any single transaction or series of related transactions over a period of 12 months or less, (1) purchase or otherwise acquire, or make any investments in, any assets or any interests therein outside the Television Business in the Czech Republic, (2) sell, transfer or otherwise dispose of any investments in any assets or any interests therein outside the Television Business in the Czech Republic, or (3) sell, transfer or otherwise dispose of any assets or any interests therein of the TV Nova Group, in each case where such acquisition, disposal or investment has a value greater than 20% of the asset value of the TV Nova Group; or

6.3

CME ME, CME Ltd and PPF undertake and shall procure by the exercise of their Voting Rights that the foregoing minority rights of PPF shall apply to each of the companies in the TV Nova Group.

7

Restructuring of the TV Nova Group

7.1

The Parties agree that the TV Nova Group shall be restructured in accordance with the Transaction Memorandum.

7.2

CME ME, CME Ltd and PPF each undertake to use its best endeavors (including the exercise of its Voting Rights) to support and facilitate the achievement of the restructuring of the TV Nova Group pursuant to the Transaction Memorandum (including any alteration to the corporate form of Newco or Oldco (as appropriate)) and shall procure that their affiliates support and facilitate such restructuring.

7.3

PPF undertakes to use its best endeavors to procure that, if possible, all of the personnel of AQS designated by CME ME become employees of CET 21 as soon as practicable.

7.4

PPF undertakes to procure (including by the exercise of its Voting Rights) that upon approval of the Media Council of the transfer by CEDC of its 1.25% Ownership Interest to PPF, such 1.25% CET 21 Ownership Interest is transferred by PPF to Vilja immediately upon receipt of the approval of the Media Council for such transfer. For the period commencing on the date hereof and up to and including the date upon which the 1.25% CET 21 Ownership Interest is fully and irrevocably transferred to Vilja, PPF shall pay to CME ME an amount equal to 85% of the distributions received by CEDC on behalf of PPF or directly by PPF (as the case may be) from the 1.25% CET 21 Ownership Interest, within 5 Business Days of receipt by CEDC or PPF of such distribution.

7.5

CME ME and PPF acknowledge that the acquisition of Galaxie Sport, the holder of the Galaxie Sport License, is in their joint interest. After the Closing Completion Date, CME ME shall undertake a due diligence review of Galaxie Sport. If CME ME’s review and evaluation of the acquisition of Galaxie Sport gives CME ME reasonable satisfaction regarding the legal and financial condition of Galaxie Sport, then following such review and evaluation, CME ME and PPF shall cause CP 2000 or another entity in the TV Nova Group to prepare and submit requests for Antimonopoly Approval and notice to the Media Council for the acquisition of a 100% Ownership Interest in Galaxie Sport. PPF undertakes to procure that upon receipt by the TV Nova Group of Antimonopoly Approval and proper notice to the Media Council for the acquisition of Galaxie Sport, a 100% Ownership Interest in Galaxie Sport, which represents the portion of the votes in the General Meeting equal to 100%, will be transferred on arm’s length terms to CP 2000 or another entity in the TV Nova Group, free from all liens, charges, equities, encumbrances, pre-emption rights, rights of first refusal and other rights exercisable by third parties; provided, however, that the purchase price payable by CP 2000 (or any other entity in the TV Nova Group) shall not be more than CZK 120,000,000 on a debt-free basis, and provided further that if CME ME has not finalized its due diligence review of Galaxie Sport and confirmed to PPF that it desires to have the TV Nova Group acquire Galaxie Sport by November 30, 2005, PPF shall not be obligated to procure the acquisition and transfer of the 100% Galaxie Sport Ownership Interest. The transfer agreements for the Galaxie Sport Ownership Interest shall include appropriate warranties and undertakings by the transferors comparable to the warranties and relevant undertakings in the Framework Agreement, and other customary conditions and terms. CME ME undertakes to cause CP 2000 (or such other entity in the TV Nova Group that has been designated as the intended purchaser of Galaxie Sport) to negotiate and agree the terms of the transfer agreement within 30 days after PPF informs CME ME that it has reached a preliminary agreement with the sellers as to the purchase price for the 100% Galaxie Sport Ownership Interest within the lim