Agreement on Transfer of Ownership Interest

(1)

PPF (CYPRUS) LIMITED, 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 (the “ Seller ”); and

(2)

CENTRAL EUROPEAN MEDIA ENTERPRISES LTD. , a company organized and existing under the laws of Bermuda, with its registered office at Clarendon House, Church Street, Hamilton, HM CX Bermuda (the “ Purchaser ”).

(A)

As of the date hereof, CME Media Investments s.r.o. is a limited liability company organized and existing under the laws of the Czech Republic and registered in the Commercial Register kept by the Municipal Court in Prague, the Czech Republic, file number C, Insert 106550, identification number 272 35 173, with its seat at Kříženeckého nám. 1078/5, Postal Code 152 00, Prague 5, the Czech Republic (the “ Company ”), and has a registered capital of CZK 200,000 (the “ Registered Capital ”).

(B)

Both the Seller and the purchaser are partner in the Company.

(C)

The Purchaser has exercised its call option under Article 12.2. of the TV Nova Group Agreement made among CME Media Enterprises B.V., a company organized and existing under the laws of the Netherlands, with its registered office at Birkstraat 89, 3768 HD Soest, the Netherlands, Purchaser and the Seller on May 2, 2005, the Seller desires to sell to the Purchaser and the Purchase desires to purchase form the Seller its entire ownership interest in the Company amounting to 15% and corresponding to the Seller’s contribution into the Registered Capital in the amount of CZK 30,000 (the “Ownership Interest” ).

(D)

The Seller has agreed to sell the Ownership Interest and the Purchaser has agreed to purchase the Ownership Interest on and subject to the terms and conditions set out herein.

(E)

The sale and purchase of the Ownership Interest contemplated hereunder has been duly approved by a resolution of the General Meeting of the Company on May 31, 2005.

1.

Interpretation and Definitions

1.1

For the purpose of this Agreement (including its Recitals), the following words and expressions have the meaning respectively set opposite to them:

1.2

In this Agreement, unless the context otherwise requires,

(a)

references to this Agreement or any other document include this Agreement or such other document as varied, modified or supplemented in any manner from time to time;

(b)

reference to Recitals and Clauses are references to the recitals and clauses of this Agreement;

(c)

references to one gender include both genders and references to the singular include the plural and vice-versa; and

(d)

headings are inserted for convenience only and shall be ignored in construing this Agreement.

1.3

Recitals to this Agreement form an integral part hereof.

2.

Sale and Purchase of Ownership Interest