AGREEMENT ON SETTLEMENT OF DISPUTES AND TRANSFER OF OWNERSHIP INTEREST

(1)

Mr. Peter Kršák, Birth no. 491009/285 (the " Seller ");   and

(2)

CME Media Enterprises B.V.,  a company organized under the laws of the Netherlands, and having its seat at 101706 Amsterdam, Birkstraat 89, 2768 HD Soest, the Netherlands (the " Purchaser " ) .

(A)

As of the date hereof, CET 21, spol. s r.o. (the " Company "), is a limited liability company organized and existing under the laws of the Czech Republic and registered in the Commercial Register kept by the City Court in Prague, the Czech Republic, file number C 10581, identification number 45800456, with its seat at Kříženeckého nám. 322/5, Prague 5, the Czech Republic (the seat currently registered in the Commercial Register at V Jámě 12, 110 00 Prague 1), has a registered capital of CZK 200,000.

(B)

The Seller desires to sell to the Purchaser and the Purchaser desires to purchase from the Seller the entire ownership interest of the Seller in the Company (the " Ownership Interest ").

(C)

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.

(D)

Disputes have arisen between the Seller and the Company concerning various matters related to the Company, and the Parties desire to terminate any and all of these disputes prior to the sale by the Seller of the Ownership Interest to the Purchaser or concurrently with such sale.

(E)

The Parties have agreed that:

(i)

the Seller will withdraw the Claims (as defined below) pending and will not initiate any further Claims;

(ii)

subject to regulatory and corporate approval the Seller shall sell and the Purchaser shall purchase the Ownership Interest and pay the Purchase Price.

1

Interpretation and Definitions

1.1

For the purpose of this Agreement (including its Recitals and Annexes), 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, Clauses and Schedules are references to the recitals and clauses of, and schedules to, 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 and Schedules to this Agreement form an integral part hereof.

2

Sale and Purchase of Ownership Interest

2.1

Subject to the terms and conditions of this Agreement, the Seller sells the Ownership Interest and the Purchaser purchases the Ownership Interest for the Purchase Price.

3

Purchase Price, Payment and some Precompletion Undertakings of Parties

3.1

The total consideration for the sale of the Ownership Interest shall be (the " Purchase Price ").

3.2

The Purchase Price shall be payable in two instalments in accordance with this Clause 3.

3.3

Within 10 (ten) Business Days from the execution of this Agreement, the Parties shall enter into an escrow agreement with the Escrow Agent which agreement shall contain the same terms and conditions for the deposit and release of the Purchase Price as contained herein.

3.4

Within 10 (ten) Business Days from the execution of the escrow agreement described in Clause 3.3, the Seller shall deliver to the Purchaser (i) an originally executed letter to the Company requiring convocation of the general meeting of the Company to approve the transfer of the Ownership Interest by the Seller to the Purchaser and (ii) drafts of petitions to withdraw all Claims then pending or consents to withdrawal of such Claims where the Seller is the defendant in a form reasonably satisfactory to the Purchaser, and the Purchaser shall deliver to the Seller a copy of an application to be filed by the Company with the Council to consent to the transfer of the Ownership Interest to the Purchaser. Within 5 (five) Business Days of receipt of the application to be filed with the Council, the Seller shall co-sign and deliver such application to the Purchaser. In the event that the Seller fails to fulfil any of its obligations under this Clause 3.4, the Seller shall pay to the Purchaser a contractual penalty in the amount of CZK 25.000.000,00 (twenty-five million Czech crowns) within 15 (fifteen) Business Days of such failure and the Purchaser shall be entitled to immediately withdraw from this Agreement. In the event that the Purchaser fails to fulfil any of its obligations under this Clause 3.4, the Purchaser shall pay to the Seller a contractual penalty in the amount of CZK 25.000.000,00 (twenty-five million Czech crowns) within 15 (fifteen) Business Days of such failure and the Seller shall be entitled to immediately withdraw from this Agreement.

3.5

Within 20 (twenty) Business Days from the later of the delivery of (i) the consent to the transfer of the Ownership Interest of the Seller to the Purchaser by the Council in the form of the original or the notarized copy of the original and (ii) the resolution of the Company’s shareholders approving the transfer of the Ownership Interest to the Purchaser in the form of the notarized copy, the Purchaser shall (x) transfer the Purchase Price to the Escrow Account and (y) approve in writing drafts of petitions to withdraw all Claims then pending (the “ Approved Petitions ”) and deliver such approvals together with Approved Petitions to the Escrow Agent and the Seller. In the event that the Purchaser fails to fulfil any of its obligations under this Clause 3.5, the Purchaser shall pay to the Seller a contractual penalty in the amount of CZK 25.000.000,00 (twenty-five million Czech crowns) within 15 (fifteen) Business Days of such failure and the Seller shall be entitled to immediately withdraw from this Agreement.

3.6

Within 5 (five) Business Days from the day on which the Escrow Agent confirms in writing to the Seller that the Purchase Price has been credited to the Escrow Account, the Seller shall (i) withdraw, in the form consistent with the Approved Petitions, all the Claims then pending and file consents to withdrawals where the Seller is the defendant; (ii) deliver to the Escrow Agent copies of such petitions relating to all such Claims including an original stamp by the relevant court and to the Purchaser copies of such petitions relating to all such Claims including a copy of the original stamp by the relevant court; and (iii) co-sign, before a Czech notary, the petition prepared by the Purchaser to register the Purchaser as the owner of the Ownership Interest instead of the Seller. In the event that the Seller fails to fulfil these obligations the Purchaser shall be entitled to immediately withdraw from this Agreement and the Seller shall pay to the Purchaser a contractual penalty in the amount of CZK 25.000.000,00 (twenty-five million Czech crowns) within 15 (fifteen) Business Days of such failure.

3.7

Upon receipt by the Escrow Agent of the last of the following documents:

(a)

written approval by the Purchaser relating to the Approved Petitions and the copies of the Approved Petitions; and

(b)

copies of petitions withdrawing Claims duly signed on behalf of the Seller in all material aspects consistent with the Approved Petitions, including an original stamp by the relevant court,

3.8

Provided that the Seller is not in default of its obligations under this Agreement including