Central European Media Enterprises Ltd – ‘8-K’ for 12/11/98 – EX-2.1

As of:  Monday, 12/28/98   ·   For:  12/11/98   ·   Accession #:  889812-98-2993   ·   File #:  0-24796

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Current Report   —   Form 8-K
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Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                         9     41K 
 2: EX-2.1      Sale and Purchase Agreement                           99    279K 
 3: EX-99.1     Press Release                                          1      7K 

EX-2.1   —   Sale and Purchase Agreement
Exhibit Table of Contents

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================================================================================

 SALE AND PURCHASE AGREEMENT

 between

 CENTRAL EUROPEAN MEDIA ENTERPRISES LTD.

 and

 INTERNATIONAL TRADING AND INVESTMENTS HOLDINGS S.A.

 Dated December 10, 1998

SALE OF SHARES

in

FEDERACJA SP. Z O.O.
TVN SP. Z O.O.
ITI MEDIA N.V.

 and

NEOVISION HOLDING B.V.

================================================================================

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RECITALS ...................................................................................1  

AGREEMENT...................................................................................2  

1.       Sale and Purchase of Shares and Assets.............................................2  

2.       The Closing........................................................................3  

3.       Terms of the Senior Convertible Notes..............................................5  
         3.1.     Principal Amount; Final Maturity Date.....................................5  
         3.2.     Interest..................................................................5  
         3.3.     Conversion; Time of Conversion............................................6  
         3.4.     Notice of Conversion......................................................6  
         3.5.     Method of Conversion......................................................6  
         3.6.     Conversion Price..........................................................6  
         3.7.     Cancellation of the Convertible Notes when Fully Converted;                  
                  Partial Conversion........................................................7  
         3.8.     Mandatory Redemption......................................................7  
         3.9.     Optional Redemption.......................................................8  
         3.10.    Exchange Rights...........................................................8  
         3.11.    Notes Payable on Redemption Date; Partial Redemption......................9  
         3.12.    Events of Default.........................................................9  
         3.13.    Remedies on Default, etc.................................................11  
         3.14.    Registration, Exchange and Substitution of Notes.........................11  

4.       Representations and Warranties of ITI Holdings....................................12  
         4.1.     Organization; Authority..................................................12  
         4.2.     Authority; Binding Effect................................................12  
         4.3.     Compliance with Other Instruments, etc...................................12  
         4.4.     Litigation...............................................................13  
         4.5.     Judgments................................................................13  

5.       Covenants of ITI Holdings.........................................................13  
         5.1.     Programming and Satellite Commitments....................................13  
         5.2.     Phillips Obligations.....................................................15  
         5.3.     Interlink Obligations....................................................15  
         5.4.     BPH and BRE Guarantees...................................................15  
         5.5.     Warsaw Stock Exchange Listing............................................15  
         5.6.     Luxembourg Stock Exchange Listing........................................16  
         5.7.     Ranking of Notes; Negative Pledge........................................16  
         5.8.     Consolidation, Merger and Sale of Assets.................................16  


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         5.9.     Provision of Information.................................................16
         5.10.    Sufficient Authorized and Unissued ITI Ordinary Shares...................16
         5.11.    Taxes....................................................................17
         5.12.    Fully Paid Shares of Ordinary Shares.....................................17
         5.13.    Certain Shareholder Actions..............................................17
         5.14.    Public Announcements.....................................................17

6.       Certain Representations and Covenants of CME......................................18
         6.1.     Representations Relating to Programming Contracts........................18
         6.2.     Representations Relating to Satellite Contracts..........................18
         6.3.     Public Announcements.....................................................19

7.       Miscellaneous.....................................................................19
         7.1.     Definitions..............................................................19
         7.2.     Tax Matters..............................................................23
         7.3.     Governing Law............................................................23
         7.4.     Arbitration..............................................................23
                  (a)      General.........................................................23
                  (b)      Selection of the Arbitrators....................................24
                  (c)      Interim Orders..................................................24
                  (d)      The Award.......................................................24
                  (e)      Specific Enforcement............................................24
                  (f)      No Appeal.......................................................24
         7.5.     Amendment, Assignment, etc...............................................25
         7.6.     Notices..................................................................25
         7.7.     Survival.................................................................26
         7.8.     Expenses.................................................................26
         7.9.     Severability; Invalidity.................................................26
         7.10.    No Third Party Beneficiaries.............................................26
         7.11.    Translation..............................................................27
         7.12.    Further Assurances.......................................................27
         7.13.    Integration; Section Headings; Counterparts; Agency; etc.................27

Exhibit A         Form of Senior Convertible Note                                            
Exhibit B         Form of Agreement for the Sale of TVN Shares                               
Exhibit C         Form of Agreement for the Sale of Federation Shares                        
Exhibit D-1       Form of Neovision Share Transfer Agreement                                 
Exhibit D-2       Form of CME's Power of Attorney                                            
Exhibit D-3       Form of ITI Holding's Power of Attorney                                    
Exhibit D-4       Form of Dunatrust Waiver                                                   
Exhibit E         Form of ITI Media Group Share Transfer Agreement                           
Exhibit F-1       Form of Assignment of TVN's Receivables (CME Media)                        
Exhibit F-2       Form of Assignment of Federacja's Receivables (CME Media)                  
Exhibit F-3       Form of Assignment of Federacja's Receivables (CME Poland)                 
Exhibit F-4       Form of Assignment of TVN's Receivables (CME Poland)                       
Exhibit G-1       Form of Assignment of Federacja's Receivables (CME Programming)            

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Exhibit G-2  Form of Assignment of TVN's Receivables (CME Programming)            
Exhibit H-1  Form of Assignment of Federacja's Receivables (CME Development)      
Exhibit H-2  Form of Assignment of TVN's Receivables (CME Development)            
Exhibit I-1  Form of CME Release                                                  
Exhibit I-2  Form of ITI Holdings Release                                         
Exhibit J-1  Form of TVN Release                                                  
Exhibit J-2  Form of Federation Release                                           
Exhibit K    Form of Minute of Order                                              
Exhibit L    Form of Joint Press Release                                          


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 SALE AND PURCHASE AGREEMENT

                 SALE AND PURCHASE AGREEMENT, dated December 10, 1998, between
Central European Media Enterprises Ltd. ("CME"), a company organized under the  
laws of Bermuda, and International Trading and Investments Holdings S.A. ("ITI  
Holdings"), a company organized under the laws of Luxembourg.                   

 RECITALS:

                  A. Affiliates of each of CME and ITI Holdings have formed, and
currently own all of the capital stock of, TVN Sp. z o.o. ("TVN") and Federacja 
Sp. z o.o. ("Federation"), each a company organized under the laws of Poland.   
CME Media Enterprises B.V. ("CME Media"), a company organized under the laws of 
The Netherlands and a indirect wholly-owned subsidiary of CME, currently owns   
33% of the outstanding shares of TVN (the "TVN Shares"). CME Poland B.V. ("CME  
Poland"), a company organized under the laws of The Netherlands and a indirect  
wholly-owned subsidiary of CME, currently owns 50% of the outstanding shares of 
Federation (the "Federation Shares").                                           

                  B. In connection with formation of TVN and Federation, certain
affiliates of CME acquired equity interests in Neovision Holding B.V.           
("Neovision"), a company organized under the laws of The Netherlands, and ITI   
Media Group N.V. ("ITI Media"), a company organized under the laws of The       
Netherlands Antilles. CME Media currently owns 49% of the outstanding shares of 
Neovision (the "Neovision Shares"). CME Poland currently owns 10% of the        
outstanding shares of ITI Media (the "ITI Media Shares").                       

              C. CME Poland has made loans to Federation in an aggregate
original principal amount of $12,000,000 pursuant to two separate loan          
agreements dated February 13, 1998 (the "Federation Loans"). Fifty percent (50%)
of such loans have been guaranteed by ITI Holdings pursuant to a guarantee dated
February 13, 1998 (the "Federation Guarantee").                                 

               D. CME Media has made loans to TVN in an aggregate original
principal amount of $19,050,000 pursuant to loan agreements dated as of May 6,  
1997, May 27, 1997, July 1, 1997, July 15, 1997, September 29, 1997, October 16,
1997, and December 15, 1997 (the "TVN Loans"), which loans were subsequently    
assigned by CME Media to CME Poland.                                            

           E. CME Programming Services Inc. ("CME Programming"), a
corporation organized under the laws of the State of Delaware, and CME          
Programming Services B.V. ("CMEPS BV"), a corporation organized under the laws  
of The Netherlands, have entered into, on behalf of Federation and TVN, certain 
licensing                                                                       

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agreements for programming, and CME Programming and CME Media have entered into,
on behalf of TVN, certain agreements with operators of communication satellites.

         F. CME Development Corporation ("CME Development"), a
corporation organized under the laws of the State of Delaware, has entered into 
Management Services Agreements, dated August 1, 1997, with each of Federation   
(the "Federation Management Services Agreement") and TVN (the "TVN Management   
Services Agreement");                                                           

                 G. CME Media has guaranteed certain obligations (i) of TVN to
Bank Rozwoju Eksportu SA in an aggregate amount of up to $5 million under a     
guarantee dated July 21, 1997 (the "BRE Guarantee"), and (ii) of TVN to Bank    
Przemyslowo Handlowy SA in an aggregate amount of up to $5 million under a      
guarantee dated August 28, 1997 (the "BPH Guarantee").                          

            H. CME wishes to cause its Affiliates to transfer to ITI
Holdings, and ITI Holdings wishes to acquire, or to cause its Affiliates to     
acquire, from such CME Affiliates, all of CME's indirect interests in TVN,      
Federation, Neovision and ITI Media on the terms hereof.                        

           I. All capitalized terms not otherwise defined have the
meanings set forth in Section 7.1 hereof.                                       

AGREEMENT:

                  1. Sale and Purchase of Shares and Assets. On the date hereof,
(a) CME shall cause (i) CME Media to transfer to ITI TV Holdings Sp. z o.o.     
("ITI TV") the TVN Shares, and to transfer to ITI Holdings the Neovision Shares 
(including any rights CME Media may have to ITI Neovision Sp. z o.o and         
Endemol-Neovision Sp. z o.o.) and all of its outstanding loans to TVN; (ii) CME 
Poland to transfer to Unidome Beheer B.V. ("Unidome") the Federation Shares, to 
transfer to ITI Holdings the ITI Media Shares and all of its outstanding loans  
to Federation, and to discharge ITI Holdings and its Affiliates from all        
obligations under the Federation Guarantee; (iii) CME Programming to transfer to
ITI Holdings all of its outstanding TVN and Federation receivables through      
November 30, 1998; and (iv) CME Development to transfer to ITI Holdings all of  
its outstanding TVN and Federation receivables through November 30, 1998, (b) in
exchange for receipt by CME and its Affiliates from ITI Holdings of (u) $10     
million in cash; (v) ITI Holding's Senior Convertible Notes (w) the BRE Release;
(x) the BPH Release; and (y) the covenants, notes, agreements, indemnities and  
guarantees of ITI Holdings set forth herein (including the covenants and        
indemnity of ITI Holdings set forth in Section 5.1 hereof relating to the       
obligations incurred by CME Programming and CME Media in the performance of the 
Programming Contracts and the Satellite Contracts, and the Programming Notes).  

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                  2. The Closing. The closing of the sale and purchase of shares
and assets described in Section 1 shall occur simultaneously with the execution 
of this Agreement, as follows (all transactions occurring contemporaneously,    
except as otherwise indicated):                                                 

               (a) CME Media delivers to ITI Holdings, with respect to the
   transfer of TVN Shares from CME Media to ITI TV, a share transfer
agreement in the form of Exhibit B hereto and a notice to the 
Management Board of TVN referred to in Exhibit B;             

                (b) CME Poland delivers to ITI Holdings, with respect to the
   transfer of Federation Shares from CME Poland to Unidome, a share
        transfer agreement in the form of Exhibit C hereto and a notice to the
Management Board of Federation referred to in Exhibit C;      

               (c) CME Media delivers to ITI Holdings, with respect to the
    transfer of the Neovision Shares from CME Media to ITI Holdings, a
        share transfer agreement in the form of Exhibit D-1 hereto and a power
        of attorney in the form of Exhibit D-2 hereto; ITI Holdings executes a
power of attorney in the form of Exhibit D-3 hereto and causes
     Dumatrust Management Services B.V. to execute a waiver in a form of
Exhibit D-4 hereto;                                           

               (d) CME Poland delivers to ITI Holdings with respect to the
       transfer of ITI Media Shares from CME Poland to ITI Holdings, a share
transfer agreement in the form of Exhibit E hereto;           

        (e) CME Media delivers to ITI Holdings assignment of
    receivables agreements in the forms of Exhibit F-1 and Exhibit F-2
        pursuant to which CME Media assigns to ITI Holdings all amounts due to
 it from TVN and Federation with respect to certain receivables;

         (f) CME Poland delivers to ITI Holdings assignment of
    receivables agreements in the forms of Exhibit F-3 and Exhibit F-4
         pursuant to which CME Poland assigns to ITI Holdings all amounts due to
     CME Poland from Federation with respect to the Federation Loans and
  from TVN with respect to the TVN Loans; by the execution of this
Agreement CME Poland discharges the Federation Guarantee;     

              (g) CME Programming delivers to ITI Holdings assignment of
     receivables agreements in the forms of Exhibit G-1 and Exhibit G-2,
       pursuant to which CME Programming assigns to ITI Holdings all amounts
due to it from Federation through November 30, 1998 under the 
       Programming Services Agreement between CME Programming and Federation
dated August 1, 1997, and all                                 

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amounts due to it from TVN through November 30, 1998 under the
       Programming Services Agreement between CME Programming and Federation
dated December 1, 1996;                                       

                 (h) CME Development delivers to ITI Holdings an assignment of
   receivables agreement in the forms of Exhibit H-1 and Exhibit H-2
        hereto, respectively, pursuant to which CME Development assigns to ITI
     Holdings all amounts due to it from Federation through November 30,
       1998 under the Federation Management Services Agreement, and from TVN
        through November 30, 1998 under the TVN Management Services Agreement;

             (i) ITI Holdings delivers to CME immediately payable bank
       checks in an aggregate amount of $10,000,000 from banks acceptable to
CME;                                                          

        (j) ITI Holdings issues and delivers to CME (or such
       Affiliate(s) of CME as CME shall identify at closing), one or more of
      its senior convertible notes, in the form of Exhibit A hereto, in an
      aggregate principal amount of $40,000,000 (collectively, the "Senior
Convertible Notes");                                          

               (k) ITI Holdings shall pay or cause to be paid to CME Media
 the amount of $1,686,572 on December 31, 1998 and the amount of
  $1,558,886 on January 31, 1999, in each case by wire transfer of
       immediately available funds to the account of CME Media designated by
     CME Media, such obligation to be evidenced by notes of ITI Holdings
(the "Programming Notes") satisfactory to CME;                

                  (l) by execution of this Agreement, CME Programming assigns to
    ITI Holdings the right to receive, in accordance with the relevant
         satellite services agreement, 25% of its deposit in respect of the "Hot
       Bird 3" satellite, and CME Media assigns to ITI Holdings the right to
        receive, in accordance with the relevant satellite services agreement,
50% of its deposit with respect to the "Hot Bird 5" satellite;

       (m) ITI Holdings delivers to CME a release from BPH
      discharging CME fully from all obligations and liabilities under the
BPH Guarantee (the "BPH Guarantee Release");                  

       (n) ITI Holdings delivers to CME a release from BRE
      discharging CME fully from all obligations and liabilities under the
BRE Guarantee (the "BRE Guarantee Release");                  

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             (o) CME delivers to ITI Holdings a release in the form of
         Exhibit I-1 hereto (the "CME Release") and ITI Holdings delivers to CME
a release in the form of Exhibit I-2 hereto (the "ITI Holdings
Release");                                                    

                (p) TVN delivers to CME a release in the form of Exhibit J-1
        hereto (the "TVN Release") and Federation delivers to CME a release in
the form of Exhibit J-2 hereto (the "Federation Release");    

               (q) ITI Holdings delivers to CME (and CME cancels upon such
      delivery) all warrants to purchase CME shares issued to each of MAWA
       Holding N.V., Lavender Foundation and Staffordshire Corporation N.V.;

                 (r) CME, ITI Holdings and their respective Affiliates deliver
documents satisfactory to CME and ITI Holdings terminating the
agreements listed on Schedule 2(r) hereto (the "Termination   
Agreements");                                                 

        (s) CME delivers to ITI Holdings resignations of the
     directors, representatives and signatories of ITI Media, Neovision,
        TVN, TV Wisla and Federation appointed by CME or any Affiliate thereof
  and ITI Holdings agrees to promptly remove the names of such CME
        representatives form the commercial register and deliver to CME a copy
     of an excerpt from the Commercial register evidencing such removal;

               (t) CME delivers a Minute of Order in the form of Exhibit K
         hereto with respect to CME's outstanding claims against ITI Holdings in
     the High Court of Justice, Queen's Bench Division, Commercial Court
relating to the Federation Guarantee; and                     

           (u) ITI Holdings delivers copies of official records of
       meetings of shareholders of TVN and Federation that reflect the grant
    of formal shareholders' approval (pokwitowanie) to any and all CME
     nominees on the management board and supervisory board of each such
   company for the performance of their respective duties during the
fiscal year 1997.                                             

        3. Terms of the Senior Convertible Notes. The Senior
Convertible Notes are subject to the following terms and conditions with which  
ITI Holdings will comply punctually as though such terms and conditions were set
out in full in such Senior Convertible Notes:                                   

             3.1. Principal Amount; Final Maturity Date. The aggregate
principal amount of the Senior Convertible Notes at the time outstanding shall  
be payable in full on December 10, 2001 (the "Final Maturity Date"), subject to 
mandatory and optional redemption in accordance with Sections 3.8 and 3.9 below.

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          3.2. Interest. The Senior Convertible Notes shall bear
interest on the outstanding principal amount thereof at a rate of 5% per annum, 
from and including December 10, 1998 to but excluding the Final Maturity Date.  
Such interest shall be payable semiannually in arrears on June 10, 1999 and     
December 10, 1999, and quarterly in arrears on March 10, June 10, September 10, 
and December 10 of years 2000 and 2001. Notwithstanding the foregoing, in case  
TVN shall be adjudicated bankrupt by a Polish court having jurisdiction over it 
on or prior to December 10, 2000, interest on the Senior Convertible Notes shall
not accrue from the date any such bankruptcy court order becomes final and      
non-appealable.                                                                 

                 3.3. Conversion; Time of Conversion. From time to time on and
after September 10, 2001 and prior to the Final Maturity Date (or, if later, the
payment by ITI Holdings of all amounts due under and with respect to the Senior 
Convertible Notes), each holder of a Senior Convertible Notes (a "Holder") shall
have the right to convert, at its option, all or any portion of the principal   
amount of the Senior Convertible Notes held by it plus all interest accrued and 
unpaid thereon to the date fixed for conversion (at the option of such Holder), 
into bearer ordinary shares, nominal value of FLUX 50 of ITI Holdings ("ITI     
Ordinary Shares") at the Conversion Price specified in Section 3.6.             

                3.4. Notice of Conversion. A Holder shall give notice to ITI
Holdings of its intention to convert its Senior Convertible Notes (or any       
portion thereof) into ITI Ordinary Shares not less than 10 days before the date 
as of which conversion shall take place. Such notice shall specify the aggregate
amount of principal and interest to be converted (the "Conversion Amount").     

      3.5. Method of Conversion. (a) In order to receive
certificates evidencing the ITI Ordinary Shares issuable upon conversion of the 
Conversion Amount, a Holder shall surrender its Senior Convertible Notes (or    
portion thereof) to ITI Holdings for conversion by delivering such Senior       
Convertible Notes to, or sending such Senior Convertible Notes by international 
courier service, charges prepaid, addressed to ITI Holdings at its principal    
place of business in Luxembourg, accompanied by written notice to ITI Holdings  
stating such Holder's intention to convert its Senior Convertible Notes and the 
Conversion Amount.                                                              

             (b) Upon the surrender of the Senior Convertible Notes as
provided above, ITI Holdings shall deliver to the Holder within 5 days after the
date on which conversion is to be deemed effective, one or more certificates for
the number of ITI Ordinary Shares deliverable upon exchange of such Senior      
Convertible Notes.                                                              

                  (c) ITI Ordinary Shares delivered to a Holder upon exchange of
the Senior Convertible Notes shall be the ITI Ordinary Shares listed or admitted
for trading on at least one securities exchange or quotation system, including  
on the Luxembourg                                                               

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Stock Exchange or Warsaw Stock Exchange, which shares such Holder shall be      
entitled to sell freely as of the date of such delivery without further         
registration or similar action.                                                 

               3.6. Conversion Price. The Senior Convertible Notes and any
interest incurred and unpaid thereon shall be convertible into such number of   
ITI Ordinary Shares that is equal to (a) the Conversion Amount divided by (b)   
the product of (i) the Market Price (as defined below) of one Ordinary Share on 
the day the notice of conversion is given pursuant to Section 3.4 hereof times  
(ii) eighty percent (80%) (or, solely in the event that a bankruptcy order with 
respect to TVN shall have become final and non-appealable prior to December 11, 
2000, 100%). The "Market Price" means, in respect of an ITI Ordinary Share on a 
particular date, the average of the daily closing prices of the publicly traded 
ITI Ordinary Shares during the immediately preceding twelve month period on (x) 
if the ITI Ordinary Shares have been traded on the Warsaw Stock Exchange during 
such period, whichever of the Warsaw Stock Exchange or the Luxembourg Stock     
Exchange has had the larger average daily trading volume of the ITI Ordinary    
Shares during such period, or (y) if the ITI Ordinary Shares have not been      
traded on the Warsaw Stock Exchange during such period, the Luxembourg Stock    
Exchange.                                                                       

         3.7. Cancellation of the Convertible Notes when Fully
Converted; Partial Conversion. (a) Upon tender of a Senior Convertible Note for 
full conversion, such Senior Convertible Note shall be canceled by ITI Holdings 
and all outstanding payment obligations of ITI Holdings thereunder shall        
terminate.                                                                      

               (b) If a Senior Convertible Note is to be converted only in
part, it shall be surrendered to ITI Holdings and ITI Holdings shall execute and
deliver to the Holder or its assignee, without any charges whatsoever, a new    
Senior Convertible Note (or Notes, in such denominations as may be specified by 
the Holder) in an aggregate principal amount equal to, and in exchange for, the 
unconverted portion of the principal of the Senior Convertible Note so          
surrendered.                                                                    

              3.8. Mandatory Redemption. (a) In the event of a direct or
indirect sale by ITI Holdings or any Subsidiary of ITI Holdings to any person   
other than a wholly-owned Subsidiary of ITI Holdings (a "Non-ITI Holder") of all
or any portion of the outstanding shares of TVN or Federation, or the issuance  
of shares of the capital stock of TVN or Federation to any Non-ITI Holder, in   
either case on or prior to December 10, 2000, ITI Holdings shall redeem         
contemporaneously with such sale or issuance a percentage of the outstanding    
principal amount of the Senior Convertible Notes (not greater than 100%) equal  
to twice the percentage of ownership in TVN or Federation acquired by such      
Non-ITI Holder, whichever may be higher, at a redemption price equal to the     
principal amount of the Senior Convertible Notes being so redeemed (the         
"Mandatory Redemption Amount") plus the Mandatory Redemption Premium. All       
accrued and unpaid interest on the Mandatory Redemption Amount through the date 
of redemption shall be due and payable on such date of redemption. The Mandatory

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Redemption Premium shall be equal to the greater of (i) one-half of (x) the     
aggregate consideration received directly or indirectly by ITI Holdings (or any 
Subsidiary of ITI Holdings), TVN and/or Federation, as the case may be, from the
Non-ITI Holder, minus (y) the aggregate percentage interest in TVN and          
Federation being so acquired by the Non-ITI Holder (expressed as a fraction)    
multiplied by $100 million, and (ii) such amount as will result, together with a
pro rata portion of all amounts paid to the Holder of the Senior Convertible    
Notes pursuant to Section 3.2 hereof, in the Holder of the Senior Convertible   
Notes receiving a compound annual return on the Mandatory Redemption Amount of  
20%.                                                                            

               (b) ITI Holdings shall notify each Holder in writing of any
sale or issuance referred to in the first sentence of Section 3.8(a) hereof no  
later than the earliest of (x) the first public announcement thereof, (y) the   
execution of a definitive agreement with respect thereof, and (z) the day of    
consummation thereof. Any such notice shall state: (i) the expected mandatory   
redemption date, (ii) the mandatory redemption price, and (iii) the place where 
the Senior Convertible Notes are to be surrendered for payment.                 

             3.9. Optional Redemption. (a) ITI Holdings shall have the
right to redeem the outstanding amount of the Senior Convertible Notes, in whole
or in multiples of $10 million, at any time prior to September 10, 2001 upon    
prior written notice to the Holders thereof, at a redemption price equal to the 
principal amount of the Senior Convertible Notes being so redeemed (the         
"Optional Redemption Amount") plus a premium equal to the Optional Redemption   
Premium. All accrued and unpaid interest on the Optional Redemption Amount      
through the date of redemption shall be due and payable on such date of         
redemption. The Optional Redemption Premium shall be equal to the greater of (i)
ten percent of the Optional Redemption Amount, and (ii) such amount as will     
result, together with a pro rata portion of all amounts paid to the holder of   
the Senior Convertible Notes pursuant to Section 3.2 hereof, in the Holders of  
the Senior Convertible Notes receiving a compound annual return on the Optional 
Redemption Amount of 20%.                                                       

                  (b) ITI Holdings shall, at least 15 days prior to the optional
redemption date initially fixed by ITI Holdings, notify the Holders in writing  
of such redemption date and of the principal amount to be redeemed. Any such    
notice shall state: (i) the expected redemption date, (ii) the redemption price,
and (iii) the place where the Senior Convertible Notes are to be surrendered for
payment.                                                                        

            3.10. Exchange Rights. The Holders shall have the right,
exercisable upon written notice of the Holders of a majority of the outstanding 
principal amount of Senior Convertible Notes to ITI Holdings during the period  
commencing on the date hereof and ending on the six month anniversary of the    
date hereof, to require ITI Holdings to issue and deliver to the Holders, at the
Holders' expense and subject to the acceptance of a listing application by the  
Luxembourg Stock Exchange, in exchange for                                      

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the outstanding Senior Convertible Notes, a like aggregate principal amount of  
debt securities (the "Exchange Notes") of ITI Holdings of the same terms as the 
Senior Convertible Notes (except that the face value of each Exchange Note shall
be such as each Holder may request) and fully subject to the terms and          
conditions of this Section 3 as though fully set out therein, that are listed on
the Luxembourg Stock Exchange. If the Holders exercises such right, they shall  
not be entitled, for as long as the Exchange Notes are listed on the Luxembourg 
Stock Exchange, to invoke the right of mandatory redemption set forth in Section
3.8 hereof. Upon receipt of a notice requesting issuance of the Exchange Notes, 
ITI Holdings shall use its best effort to promptly list the Exchange Notes on   
the Luxembourg Stock Exchange and shall maintain such listing until the Maturity
Date (or, if later, the payment by ITI Holdings of all amounts due under and    
with respect to the Exchange Notes). All references herein to the "Notes" shall 
be to the Senior Convertible Notes and the Exchange Notes, collectively, and    
references to a "Note" shall be to any Senior Convertible Note or Exchange Note 
individually.                                                                   

               3.11. Notes Payable on Redemption Date; Partial Redemption.
(a) Notice of redemption having been given, the Notes (or portion thereof) to be
redeemed shall, on the redemption date, become due and payable at the redemption
price herein specified and from and after such date (unless ITI Holdings shall  
default in the payment of the redemption price) such Notes (or such portion)    
shall cease to bear interest. Upon surrender of the Notes for redemption in     
accordance with such notice, such Notes shall be paid by ITI Holdings at the    
redemption price. If the Notes (or portion thereof) called for redemption shall 
not be so paid upon surrender thereof for redemption, the principal and the     
premium shall, until paid, bear interest from the redemption date at the rate   
borne by the Notes.                                                             

             (b) If a Note is to be redeemed only in part, it shall be
surrendered at the place of payment and ITI Holdings shall execute and deliver  
to the Holder or its assignee, without any charges whatsoever, a new Note (or   
Notes), of any denomination as requested by such Holder in aggregate principal  
amount equal to and in exchange for the unredeemed portion of the principal of  
the Note so surrendered.                                                        

                  3.12. Events of Default. If any of the following conditions or
events (each, an "Event of Default") shall occur and be continuing:             

                  (a) ITI Holdings shall default in the payment of any principal
  of or premium, if any, on any Note when the same becomes due and
      payable, whether at maturity or at a date fixed for prepayment or by
declaration or otherwise;                                     

                 (b) ITI Holdings shall default in the payment of any interest
     on any Note when the same becomes due and payable, and such default
continues for more than 3 days;                               

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              (c) ITI Holdings shall default in the payment of any other
       amount payable by it in accordance with this Agreement (including but
      not limited to pursuant to the covenants and agreements set forth in
       Sections 5.1 through 5.4 hereof), and such default continues for more
than 10 days;                                                 

            (d) ITI Holdings shall default in the performance of any
     non-payment obligation or covenant set forth in this Agreement, and
       such default continues for more than 10 days following the receipt by
      ITI Holdings from CME or from any Holder of a Note of notice of such
default;                                                      

                (e) any representation or warranty of ITI Holdings set forth
        in this Agreement or in any instrument furnished in compliance with or
    in reference to this Agreement or otherwise in connection with the
      transactions contemplated by this Agreement shall prove to have been
    false or incorrect in any material respect on the date as of which
made;                                                         

                  (f) if ITI Holdings shall (i) be not generally able to pay its
        debts as they become due, (ii) file, or consent by answer or otherwise
         to the filing against it of, a petition for relief or reorganization or
        arrangement or any other petition in bankruptcy, for liquidation or to
         take advantage of any bankruptcy or insolvency law of any jurisdiction,
         (iii) make an assignment for the benefit of its creditors, (iv) consent
       to the appointment of a custodian, receiver, trustee or other officer
with similar powers with respect to it or with respect to any 
        substantial part of its property, (v) be adjudicated insolvent or (vi)
   take corporate action for the purpose of any of the foregoing; or

         (g) if a court or governmental authority of competent
     jurisdiction shall enter an order appointing a custodian, receiver,
  trustee or other officer with similar powers with respect to ITI
     Holdings, or if an order for relief shall be entered in any case or
   proceeding for liquidation or reorganization or otherwise to take
       advantage of any bankruptcy or insolvency law of any jurisdiction, or
         ordering the dissolution, winding-up or liquidation of ITI Holdings, or
         if any petition for any such relief shall be filed against ITI Holdings
and such petition shall not be dismissed within 30 days;      

then, (x) upon the occurrence of any Event of Default described in subdivision  
(f) or (g) of this section 3.12, the unpaid principal amount of and all accrued 
interest on all Senior Convertible Notes and Exchange Notes shall automatically 
become due and payable or (y) upon the occurrence of any other Event of Default,
any Holder or Holders of 25% or more in principal amount of the Senior          
Convertible Notes and Exchange Notes at the time outstanding may at any time    
(unless all defaults shall theretofore have been remedied) at its or their      
option, by written notice or notices to ITI Holdings, declare all the Senior    
Convertible Notes and Exchange Notes to be due and payable, whereupon the       

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same shall forthwith mature and become due and payable, together with interest  
accrued thereon and, in either case, there shall also be due and payable, to the
extent permitted by applicable law, a premium in the amount which would be      
payable as a premium if the Company then had elected to prepay the Senior       
Convertible Notes pursuant to section 3.9, all without presentment, demand,     
protest or notice, which are hereby waived.                                     

                  3.13. Remedies on Default, etc. In case any one or more Events
of Default shall occur and be continuing, the Holder of any Note at the time    
outstanding may proceed to protect and enforce the rights of such Holder by an  
action at law, suit in equity or other appropriate proceeding, whether for the  
specific performance of any agreement contained in this Agreement or in such    
Note, or for an injunction against a violation of any of the terms hereof or    
thereof, or in aid of the exercise of any power granted hereby or thereby or by 
law or otherwise. In case of a default in the payment of any principal of or    
premium, if any, or interest on any Note, ITI Holdings will pay to the Holder   
thereof such further amount as shall be sufficient to cover the cost and        
expenses of collection, including, without limitation, reasonable attorneys'    
fees, expenses and disbursements. No course of dealing and no delay on the part 
of any Holder of any Note in exercising any right, power or remedy shall operate
as a waiver thereof or otherwise prejudice such Holder's rights, powers or      
remedies. No right, power or remedy conferred by this Agreement or by any Note  
upon any Holder thereof shall be exclusive of any other right, power or remedy  
referred to herein or therein or now or hereafter available at law, in equity,  
by statute or otherwise.                                                        

               3.14. Registration, Exchange and Substitution of Notes. (a)
ITI Holdings shall keep at its principal executive office a register for the    
registration and registration of transfers of Notes. The name and address of    
each Holder of one or more Notes, each transfer thereof and the name and address
of each transferee of one or more Notes shall be registered in such register.   
Prior to due presentment for registration of transfer, the Person in whose name 
any Note shall be registered shall be deemed and treated as the owner and holder
thereof for all purposes hereof, and ITI Holdings shall not be affected by any  
notice or knowledge to the contrary. ITI Holdings shall give to any Holder of a 
Note promptly upon request therefor, a complete and correct copy of the names   
and addresses of all registered holders of Notes.                               

             (b) Upon surrender of any Note at the principal executive
office of ITI Holdings for registration of transfer or exchange (and in the case
of a surrender for registration of transfer, duly endorsed or accompanied by a  
written instrument of transfer duly executed by the registered Holder of such   
Note or his attorney duly authorized in writing and accompanied by the address  
for notices of each transferee of such Note or part thereof), ITI Holdings shall
execute and deliver, at its own expense, one or more new Notes (as requested by 
the Holder thereof) in exchange therefor, in an aggregate principal amount equal
to the unpaid principal amount of the surrendered Note. Each such new Note shall
be payable to such Person as such holder may request and shall be substantially 

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in the form of Exhibit A. Each such new Note shall be dated and bear interest   
from the date to which interest shall have been paid on the surrendered Note or 
dated the date of the surrendered Note if no interest shall have been paid      
thereon. ITI Holdings may require payment of a sum sufficient to cover any stamp
tax or governmental charge imposed in re spect of any such transfer of Notes.   

               (c) Upon receipt by ITI Holdings of notice by any Holder of
the ownership of and the loss, theft, destruction or mutilation of any Note, and
(i) in the case of loss, theft or destruction, of indemnity reasonably          
satisfactory to it, or (ii) in the case of mutilation, upon surrender and       
cancellation thereof, ITI Holdings at the expense of such Holder shall execute  
and deliver, in lieu thereof, a new Note, dated and bearing interest from the   
date to which interest shall have been paid on such lost, stolen, destroyed or  
mutilated Note or dated the date of such lost, stolen, destroyed or mutilated   
Note if no interest shall have been paid thereon.                               

          4. Representations and Warranties of ITI Holdings. ITI
Holdings hereby represents and warrants to CME and to each original Holder of a 
Senior Convertible Note as follows:                                             

                4.1. Organization; Authority. ITI Holdings is a company duly
organized and validly existing under the laws of Luxembourg and has all         
requisite power and authority to own and operate its properties and to carry on 
its business as now conducted and as proposed to be conducted.                  

                  4.2. Authority; Binding Effect. (a) ITI Holdings has the power
and authority to execute and deliver this Agreement, and ITI Holdings and each  
of its Affiliates has the power and authority to execute and deliver each of the
other Transaction Documents to which it is a party, and to perform its          
obligations hereunder and thereunder. Such execution, delivery and performance  
have been duly authorized by all necessary corporate action on their part. This 
Agreement and the other Transaction Documents to which ITI Holdings or any of   
its Affiliates is a party have been duly executed and delivered by its duly     
authorized representatives, and constitute its valid and legally binding        
obligations enforceable against each of them in accordance with the terms hereof
and thereof, except as the same may be limited by applicable bankruptcy,        
reorganization, insolvency, moratorium or other similar laws from time to time  
in effect affecting creditors' rights generally and except for the availability 
of equitable remedies.                                                          

                  (b) The issuance of the Senior Convertible Notes has been duly
authorized by ITI Holdings; the Senior Convertible Notes constitute valid and   
legally binding obligations of ITI Holdings enforceable against ITI Holdings in 
accordance with their terms. The enforceability of the Senior Convertible Notes 
as set forth in this Section is subject to bankruptcy, insolvency, fraudulent   
conveyance, reorganization, moratorium and other similar laws relating to or    
affecting creditors' rights generally, general equitable                        

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principles (whether considered in a proceeding in equity or at law) and an      
implied covenant of good faith and fair dealing.                                

               4.3. Compliance with Other Instruments, etc. The execution,
delivery and performance of this Agreement, the Senior Convertible Notes and    
each of the other Transaction Documents to which ITI Holdings is a party will   
not (i) violate or conflict with any provision of ITI Holdings' or any of its   
Affiliates' articles of incorporation; (ii) violate any law, statute, rule,     
regulation or order of any Governmental Authority; or (iii) violate, conflict   
with, or constitute a breach of or default in, any contract, agreement,         
arrangement, commitment or plan to which ITI Holdings or any of its Affiliates  
is a party or by which ITI Holdings, any of its Affiliates or any of their      
respective assets are bound or affected.                                        

                  4.4. Litigation. Except for the outstanding claims relating to
the Federation Guarantee, there are no claims, actions, suits, proceedings or   
investigations pending or, to the knowledge of ITI Holdings, threatened, in any 
court or before any governmental agency or instrumentality, or before any       
arbitrator, by or against or affecting or relating to ITI Holdings or any of its
Affiliates which, if adversely determined, would restrain or enjoin the         
consummation of the transactions contemplated by this Agreement or declare      
unlawful the transactions or events contemplated by this Agreement or cause any 
of such transactions to be rescinded.                                           

                  4.5. Judgments. There are no judgments, injunctions, orders or
other judicial or administrative mandates outstanding against or affecting ITI  
Holdings or any of its Affiliates which would hinder or delay the consummation  
of the transactions contemplated by this Agreement.                             

5. Covenants of ITI Holdings.               

           5.1. Programming and Satellite Commitments. (a) (i) ITI
Holdings will use its best efforts to cause CME Programming (along with CME and 
all other Affiliates of CME) to be fully released from all obligations and      
liabilities relating to the programming commitments set forth in Schedule 5.1(a)
hereto (the "Programming Contracts") not later than January 31, 1999. ITI       
Holdings shall be responsible for all payments due and other liabilities under  
each of the Programming Contracts from and after December 1, 1998. ITI Holdings 
promptly shall procure, on terms satisfactory to CME, the substitution of ITI   
Holdings (or such Affiliate as it may designate) for CME Programming (or such   
other Affiliate of CME who shall be party to any Programming Contract) as a     
party to each of the Programming Contracts and the full release of CME and all  
of its Affiliates from any liability thereunder, and CME shall use its best     
efforts (without being required to incur any expense) to assist ITI Holdings in 
connection with such substitution and release.                                  

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                  (ii) ITI Holdings shall be responsible for 25% of all payments
due and other liabilities under the "Contract for a Space Segment Service on the
Eutelsat Hotbird 3 Satellite," dated June 8, 1995, between British              
Telecommunications plc ("BT") and CME Programming (the "Hot Bird 3 Contract")   
and 50% of all payments due and other liabilities under the "Contract No.       
98062/GCP," dated May 8, 1998, between France Telecom S.A. ("FT") and CME Media 
(the "Hot Bird 5 Contract" and, together with the Hot Bird 3 Contract, the      
"Satellite Contracts"), in each case from and including December 1, 1998. ITI   
Holdings and CME shall use all reasonable efforts promptly to substitute TVN (or
another Affiliate of ITI Holdings) for CME with respect to the portions of the  
Hot Bird 3 Contract and Hot Bird 5 Contract for which ITI Holdings is           
responsible pursuant to the previous sentence, and the full release of CME      
Programming, CME Media, CME and all other Affiliates of CME from any liability  
thereunder.                                                                     

                (b) (i) Until such time as CME and all of its Affiliates are
fully released from all liabilities with respect to the Programming Contracts,  
ITI Holdings will pay (or will cause Federation and TVN to pay) to CME Media    
(and/or such other Affiliate(s) of CME as CME shall identify) in advance all    
funds required by CME and its Affiliates to allow them to pay timely and in full
all amounts owed by them in respect of programming furnished to TVN or          
Federation.                                                                     

             (ii) Until such time as CME and all of its Affiliates are
fully released from all liabilities with respect to the Satellite Contracts, ITI
Holdings will pay (or will cause Federation and TVN to pay) directly to BT 25%  
of all amounts due under the Hot Bird 3 Contract and directly to FT 50% of all  
amounts due under the Hot Bird 5 Contract, in each case when and as such amounts
are due.                                                                        

             (c) (i) With respect to the foregoing obligations for the
months of December 1998 and January 1999, ITI Holdings shall pay or cause to be 
paid to CME Media, pursuant to Section 2(j) hereof, the amount of $1,686,572 on 
December 31, 1998 and the amount of $1,558,886 on January 31, 1999, and ITI     
Holdings has delivered to CME Media the Programming Notes evidencing such       
obligation. In the event that ITI Holdings assumes any payment obligations under
any Programming Contracts for the months of December 1998 and January 1999, and 
CME has received evidence satisfactory to it of the full release of CME and all 
of its Affiliates from any liabilities with respect to such obligations, the    
relevant payment obligation of ITI Holdings to CME Media will be reduced by the 
amount by which CME and its Affiliates have been so released, and CME Media will
return to ITI Holdings the relevant Programming Note in exchange for new        
Programming Note in a principal amount equal to such reduced obligation and     
otherwise identical in all respects to the Programming Note for which it has    
been exchanged. CME will cause CME Media to use the proceeds of the Programming 
Notes to pay obligations under the Programming Contracts and the Satellite      
Contracts with respect to the months of December 1998 and January 1999.         

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                (ii) With respect to the foregoing obligations for the month
of February 1999 and each month thereafter, CME Media (or another Affiliate of  
CME) shall invoice ITI Holdings for the estimated amounts due for such calendar 
month not later than the 25th day of the preceding calender month. ITI Holdings 
shall pay such invoiced amount to CME Media (and/or other Affiliate(s) of CME)  
by the 10th day of the month with respect to which such amount was invoiced.    
Each monthly invoice will also contain an adjustment reflecting a reconciliation
of the previous month's invoiced estimate to the amounts actually paid to third 
parties by CME and its Affiliates on behalf of TVN and Federation.              

                 (d) In furtherance of the foregoing covenants and agreements,
ITI Holdings hereby covenants and agrees to indemnify and hold harmless CME     
Programming, CME Development, CME Media, CME and each other Affiliate of CME    
from and against any and all liabilities, obligations, losses, costs and        
damages, whether absolute, accrued, conditional or otherwise (any of the        
foregoing, "Liabilities"), resulting from or arising out of the Programming     
Contracts, the Satellite Contracts (to the extent of ITI Holdings' obligations  
under Section 5.1(b)) and the other contracts and documents set forth in        
Schedule 5.1(c) hereto. In the event that CME Programming, CME Development, CME 
Media, CME or any other Affiliate of CME is required to make any payment under  
or otherwise incurs any Liability with respect to any Programming Contract or   
Satellite Contract, ITI Holdings shall pay to such entity on demand such amount 
as shall result in such entity receiving from ITI Holdings an amount in cash    
equal to such payment or Liability.                                             

           5.2. Phillips Obligations. With respect to the Contract
Services Agreement, dated as of May 19, 1997, among Philips Broadcast Television
Systems GmbH ("Philips"), Unidome Beheer B.V. and CME Poland (the "Philips      
Agreement"), ITI Holdings will perform all obligations of the "Owner", and will 
pay all amounts due to Philips (amounting to approximately $1,497,461 as of the 
date hereof), under such Agreement. ITI Holdings shall indemnify and hold       
harmless CME and its Affiliates and their respective shareholders, directors,   
officers, agents and representatives from and against any and all losses,       
claims, damages, expenses, actions, demands, assessments, costs, judgments,     
awards, fines, sanctions, penalties, amounts paid in settlement, or liabilities 
in respect of the Philips Agreement.                                            

            5.3. Interlink Obligations. With respect to the $977,712
amount owed by TVN to Interlink Network Corp. ("Interlink"), ITI Holdings shall 
pay, or cause TVN to pay, to CME the sum of $81,417 (without deduction for any  
withholding or other taxes) on the 15th day of each calender month in 1999 (for 
a total amount to be received by CME of $977,712). Provided that all such       
amounts are duly received by CME on each such date, CME will cause Interlink to 
forego any claim against TVN or ITI Holdings with respect to such obligation,   
and CME will hold TVN and ITI Holdings harmless against any claim by Interlink  
with respect to such amount.                                                    

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                5.4. BPH and BRE Guarantees. From and after the date hereof,
ITI Holdings will indemnify and hold harmless CME and CME's Affiliates and the  
respective shareholders, directors, officers, agents and representatives of the 
foregoing from and against any and all losses, claims, damages, expenses,       
actions, demands, assessments, costs, judgments, awards, fines, sanctions,      
penalties, amounts paid in settlement, or liabilities incurred or sustained by  
any of them under or in respect of the BHP Guarantee or the BRE Guarantee or as 
a result of the failure of ITI Holdings to CME and all of its Affiliates to be  
released from all obligations and liabilities under the BPH Guarantee and the   
BRE Guarantee.                                                                  

                 5.5. Warsaw Stock Exchange Listing. ITI Holdings will use its
reasonable efforts to cause the ITI Ordinary Shares to be listed on the Warsaw  
Stock Exchange no later than December 31, 1999. Once so listed, ITI Holdings    
will cause such listing to be maintained until at least the Final Maturity Date.

             5.6. Luxembourg Stock Exchange Listing. ITI Holdings will
maintain the listing of the ITI Ordinary Shares on the Luxembourg Stock Exchange
until at least the Final Maturity Date, provided that ITI Holdings need not     
maintain such listing if and for so long as the ITI Ordinary Shares are listed  
on another major stock exchange in Western Europe or the United States.         

                 5.7. Ranking of Notes; Negative Pledge. So long as any Senior
Convertible Notes or Exchange Notes are outstanding, ITI Holdings (a) shall     
cause all outstanding Senior Convertible Notes and Exchange Notes to rank pari  
passu with all other unsubordinated indebtedness of ITI Holdings, and (b) shall 
not encumber any of its assets or permit any of its Subsidiaries to encumber    
their respective assets except in the case of the encumbrance of the assets of  
an ITI Holdings' Subsidiary for the purpose of financing ordinary course        
operations of any such Subsidiary and/or any Affiliate of any such Subsidiary.  

                 5.8. Consolidation, Merger and Sale of Assets. So long as any
Senior Convertible Notes or Exchange Notes are outstanding, ITI Holdings will   
not consolidate with, merge with or into, or sell, convey, transfer, lease or   
otherwise dispose of all or substantially all of its property and assets (as an 
entirety or substantially an entirety in one transaction or a series of related 
transactions) to, any Person or permit any Person to merge with or into ITI     
Holdings, without the prior written consent of CME and the holders of at least  
50% (by principal amount) of the outstanding Convertible Notes and Exchange     
Notes.                                                                          

        5.9. Provision of Information. So long as any Senior
Convertible Notes or Exchange Notes are outstanding, ITI Holdings will (and will
cause each of its Affiliates to) deliver to CME copies of each registration,    
report, statement, notice or filing (i) required to be filed by ITI Holdings    
with any securities regulator or any other                                      

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Governmental Authority or (ii) sent to its shareholders, and will furnish to CME
at its request copies of any other publicly-available information relating to   
ITI Holdings and its Affiliates.                                                

                 5.10. Sufficient Authorized and Unissued ITI Ordinary Shares.
So long as any Senior Convertible Notes or Exchange Notes are outstanding, ITI  
Holdings shall preserve unimpaired the right of each Holder upon exchange       
thereof to receive such number of ITI Ordinary Shares as such Holder shall be   
entitled to receive in accordance with the provisions of Section 3.3 and shall  
ensure that it shall have sufficient authorized and unissued shares of ITI      
Ordinary Shares to permit the full conversion of the amount outstanding under   
the Senior Convertible Notes or the Exchange Notes at any time at the conversion
price then in effect.                                                           

                  5.11. Taxes. (a) ITI Holdings shall pay any and all taxes that
may be payable in respect of the issue, transfer and delivery of the ITI        
Ordinary Shares issued to any Holder upon any conversion of the Senior          
Convertible Notes or the Exchange Notes, other than income, capital gains and   
similar taxes imposed on such Holder by reason of conversion of such Senior     
Convertible Notes or Exchange Notes.                                            

                 (b) ITI Holdings hereby covenants and agrees to indemnify and
hold harmless CME Poland, CME Media and their respective nominees to the        
management board and supervisory board of each of Federation and TVN from and   
against any and all liabilities and obligations for taxes (including any        
penalties, interests, additions to taxes and reasonable legal fees) of          
Federation and TVN for which CME Poland, CME Media or their nominees to the     
management board and supervisory board of each of Federation and TVN may be     
responsible under the applicable law.                                           

                 (c) ITI Holdings hereby covenants and agrees to indemnify and
hold harmless CME and its Affiliates from any stamp duty and other similar taxes
or governmental chargers payable in connection with the execution of agreements 
forms of which are attached hereto as Exhibits B through H-2 hereof.            

            5.12. Fully Paid Shares of Ordinary Shares. ITI Holdings
warrants and covenants that all ITI Ordinary Shares delivered upon the          
conversion of the Senior Convertible Notes or the Exchange Notes will be duly   
authorized, fully paid and nonassessable and that each Holder will receive valid
and marketable title to such ITI Ordinary Shares, free and clear of all Liens.  
Any preemptive rights of ITI Holdings' shareholders with the respect to the     
issuance of ITI Ordinary Shares upon the conversion of the Senior Convertible   
Notes or the Exchange Notes have been duly waived.                              

                 5.13.    Certain Shareholder Actions.  ITI Holdings agrees to
cause each of TVN, Federation, Endemol-Neovision Sp. Zo.o. and TV Wisla to hold 
their respective general meetings of shareholders prior to June 30, 1999 and to 
deliver to CME, within ten                                                      

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days from the date of such meetings, copies of official records thereof that    
reflect the grant of formal shareholders' approval (pokwitowanie) to any and all
CME nominees to the management board and supervisory board of each of TVN,      
Federation and TV Wisla of their respective duties during the fiscal year 1998. 
ITI Holdings further agrees to cause TV Wisla and Endemol-Neovision Sp. Zo.o to 
hold their respective general meetings of shareholders for the 1997 fiscal year 
prior to December 20, 1998 and to deliver to CME, within ten days from the date 
of such meetings, copies of the official record thereof that reflects the grant 
of formal shareholders' approval (pokwitowanie) to any and all CME nominees to  
the management board and supervisory board of TV Wisla and EndemolNeovision Sp. 
Zo.o. of their respective duties during the fiscal year 1997.                   

                 5.14. Public Announcements. On the date hereof, following the
completion of the deliveries and actions set forth in Section 2 hereof, the     
parties will issue the joint press release set forth as Exhibit L hereto. Except
as required by law or the regulations of any stock exchange, and except for     
communications with shareholders and market analysts conducted in the regular   
course of business, ITI Holdings shall not make, and will not allow any of its  
Affiliates to make, any other public announcement in respect of the transactions
provided herein without the prior written consent of CME, in which case CME     
shall have the right to review such public announcement prior to publication.   

    6. Certain Representations and Covenants of CME.

               6.1.     Representations Relating to Programming Contracts.
CME represents and warrants to ITI Holdings as follows:                         

                (a) Schedule 5.1(a) contains a true and complete list of all
   currently outstanding programming commitments entered into by CME
and/or its Affiliates on behalf of TVN and Federation.        

                (b) All amounts identified in Schedule 5.1(a) as having been
         paid by CME and/or its Affiliates, including any related taxes required
to be paid by CME or its Affiliates, have been so paid.       

          (c) The amounts identified in Schedule 5.1(a) as being
         outstanding to distributors are the only amounts currently due from CME
and/or its Affiliates under the Programming Contracts.        

                 (d) To the knowledge of CME, all of the Programming Contracts
   are in full force and effect and constitute the valid and binding
    obligations of the parties thereto, enforceable in accordance with
their terms, except as such enforceability may be limited by  
       bankruptcy, insolvency, reorganization, moratorium or similar laws of
       general applicability affecting the enforcement of creditors' rights,
and general principles of equity.                             

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                 (e) To the knowledge of CME, none of the other parties to the
        Programming Contracts is in default of their obligations to CME and/or
its Affiliates.                                               

                 6.2.     Representations Relating to Satellite Contracts. CME
represents and warrants to ITI Holdings as follows:                             

                  (a) The Satellite Contracts, true and complete copies of which
     have previously been furnished to ITI Holdings, constitute the only
   currently outstanding commitments undertaken by CME or any of its
    Affiliates with regard to the use of the Hot Bird 3 and Hot Bird 5
satellites.                                                   

             (b) All amounts due and payable through November 30, 1998
under the Satellite Contracts have been paid by CME and/or its
Affiliates.                                                   

               (c) To the knowledge of CME, the Satellite Contracts are in
        full force and effect and constitute the valid and binding obligations
     of the parties thereto, enforceable in accordance with their terms,
         except as such enforceability may be limited by bankruptcy, insolvency,
     reorganization, moratorium or similar laws of general applicability
        affecting the enforcement of creditors' rights, and general principles
of equity.                                                    

                 (d) To the knowledge of CME, none of the other parties to the
      Satellite Contracts is in default of their obligations to CME and/or
its Affiliates.                                               

                6.3. Public Announcements. On the date hereof, following the
completion of the deliveries and actions set forth in Section 2 hereof, the     
parties will issue the joint press release set forth as Exhibit L hereto. Except
as required by law or the regulations of any stock exchange, and except for     
communications with shareholders and market analysts conducted in the regular   
course of business, CME shall not make, and will not allow any of its Affiliates
to make, any other public announcement in respect of the transactions provided  
herein without the prior written consent of ITI Holdings, in which case ITI     
Holdings shall have the right to review such public announcement prior to       
publication.                                                                    

7.       Miscellaneous.                     

                 7.1.     Definitions.  In this Agreement, the following terms
shall have the following respective meanings:                                   

                  "Affiliate" means, with regard to any person, any other person
     who, individually or as a part of a "group" for purposes of Section
        13(d) of the Securities Exchange Act of 1934, as amended, controls, is
controlled by or is                                           

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       under common control with, such person, provided that for purposes of
 this Agreement Federation and TVN shall not be considered to be
Affiliates of CME.                                            

                 "Agreement" means this Sale and Purchase Agreement, including
         any exhibits and schedules hereto, as it may be supplemented or amended
from time to time in accordance with its terms.               

            "BPH Guarantee" shall have the meaning assigned to it in
Recital G.                                                    

                 "BPH Guarantee Release" shall have the meaning assigned to it
in Section 2(m).                                              

            "BRE Guarantee" shall have the meaning assigned to it in
Recital G.                                                    

                 "BRE Guarantee Release" shall have the meaning assigned to it
in Section 2(n).                                              

                 "BT" shall have the meaning assigned to it in Section 5.1(b).

               "Claimant" shall have the meaning assigned to it in Section
7.3(b).                                                       

                "CME" shall have the meaning assigned to it in the preamble.

              "CME Development" shall have the meaning assigned to it in
Recital F.                                                    

                "CME Media" shall have the meaning assigned to it in Recital
A.                                                            

                 "CME Poland" shall have the meaning assigned to it in Recital
A.                                                            

              "CME Programming" shall have the meaning assigned to it in
Recital E.                                                    

                  "CMEPS BV" shall have the meaning assigned to it in Recital E.

                  "CME Release" shall have the meaning assigned to it in Section
2(o).                                                         

                "Conversion Amount" shall have the meaning assigned to it in
Section 3.4.                                                  

               "Event of Default" shall have the meaning assigned to it in
Section 3.12.                                                 

             "Exchange Notes" shall have the meaning assigned to it in
Section 3.10.                                                 

                 "Federation" shall have the meaning assigned to it in Recital
A.                                                            

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                "Federation Guarantee" shall have the meaning assigned to it
in Recital C.                                                 

               "Federation Loans" shall have the meaning assigned to it in
Recital C.                                                    

            "Federation Management Agreement" shall have the meaning
assigned to it in Recital F.                                  

                 "Federation Release" shall have the meaning assigned to it in
Section 2(p).                                                 

                "Federation Shares" shall have the meaning assigned to it in
Recital A.                                                    

                  "Final Maturity Date" shall have the meaning assigned to it in
Section 3.1.                                                  

                 "FT" shall have the meaning assigned to it in Section 5.1(b).

                "Governmental Authority" means any nation or government, any
        state or other political subdivision thereof and any entity exercising
executive, legislative, judicial, regulatory or administrative
         functions of or pertaining to government including, without limitation,
the European Union.                                           

                  "Holder" shall have the meaning assigned to it in Section 3.3.

                  "Hot Bird 3 Contract" shall have the meaning assigned to it in
Section 5.1(b).                                               

                  "Hot Bird 5 Contract" shall have the meaning assigned to it in
Section 5.1(b).                                               

                "Interlink" shall have the meaning assigned to it in Section
5.3.                                                          

               "ITI Holdings" shall have the meaning assigned to it in the
preamble.                                                     

                "ITI Holdings Release" shall have the meaning assigned to it
in Section 2(o).                                              

                "ITI Media" shall have the meaning assigned to it in Recital
B.                                                            

               "ITI Media Shares" shall have the meaning assigned to it in
Recital B.                                                    

                  "ITI Ordinary Shares" shall have the meaning assigned to it in
Section 3.3.                                                  

                "ITI TV" shall have the meaning assigned to it in Section 1.

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                  "Liabilities" shall have the meaning assigned to it in Section
5.1(d).                                                       

                  "Liens" shall mean any liens, pledges, mortgages, encumbrances
or other adverse claims.                                      

                 "Mandatory Redemption Amount" shall have the meaning assigned
to it in Section 3.8.                                         

           "Market Price" shall have the meaning assigned to it in
Section 3.6.                                                  

                "Neovision" shall have the meaning assigned to it in Recital
B.                                                            

               "Neovision Shares" shall have the meaning assigned to it in
Recital B.                                                    

             "Non-ITI Holder" shall have the meaning assigned to it in
Section 3.8.                                                  

                "Optional Redemption Amount" shall have the meaning assigned
to it in Section 3.9.                                         

            "Person" means, an individual, corporation, partnership,
 association, trust or other entity or organization, including a
      government or political subdivision or any agency or instrumentality
thereof.                                                      

                 "Programming Contracts" shall have the meaning assigned to it
in Section 5.1(a).                                            

              "Philips" shall have the meaning assigned to it in Section
5.2.                                                          

                "Philips Agreement" shall have the meaning assigned to it in
Section 5.2.                                                  

                "Programming Notes" shall have the meaning assigned to it in
Section 2(k).                                                 

              "Request" shall have the meaning assigned to it in Section
7.3(b).                                                       

                 "Respondent" shall have the meaning assigned to it in Section
7.3(b)                                                        

                  "Satellite Contracts" shall have the meaning assigned to it in
Section 5.1(b).                                               

                 "Senior Convertible Notes" shall have the meaning assigned to
it in Section 2(j).                                           

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          "Subsidiary" means, as to any Person, any corporation,
      association, partnership or other business entity of which more than
   50% of the total voting power of shares of capital stock or other
         interests (including partnership interests) entitled (without regard to
the occurrence of any contingency) to vote in the election of 
 directors, managers or trustees thereof is at the time owned or
       controlled, directly or indirectly, by (i) such Person or (ii) one or
more Subsidiaries of such Person.                             

                  "Termination Agreements" shall have the meaning assigned to it
in Section 2(r).                                              

           "Transaction Document" means this Agreement, the Senior
 Convertible Notes, the BPH Guarantee Release, the BRE Guarantee
      Release, the CME Release, the ITI Holdings Release, the TVN Release,
    the Federation Release, the Termination Agreements, and each other
   document, agreement, certificate or instrument to be executed and
   delivered in connection with the transactions referred to herein.

             "TVN" shall have the meaning assigned to it in Recital A.

                "TVN Loans" shall have the meaning assigned to it in Recital
D.                                                            

                 "TVN Management Agreement" shall have the meaning assigned to
it in Recital F.                                              

                  "TVN Release" shall have the meaning assigned to it in Section
2(p).                                                         

                 "TVN Shares" shall have the meaning assigned to it in Recital
A.                                                            

                 "Unidome" shall have the meaning assigned to it in Section 1.

               "1996 Act" shall have the meaning assigned to it in Section
7.3(f).                                                       

                 7.2. Tax Matters. (a) CME and ITI Holdings have agreed on the
allocation of the consideration received by CME and its Affiliates hereunder,   
and the parties shall use such allocation for all tax reporting purposes.       

                  (b) ITI Holdings shall permit CME to control any United States
tax audit, examination or administrative or judicial proceeding concerning any  
of Neovision, TVN, ITI Media and Federation with respect to any taxable period  
ending before or including the date hereof. ITI Holdings shall execute such     
documents as CME may reasonably request to enable CME to exercise such control. 

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                 (c) CME and ITI Holdings shall, and shall cause each of their
respective Affiliates to, cooperate with each other, and shall supply           
information to each other as may reasonably be requested, in connection with    
compliance with tax filing requirements, defending against tax audits and other 
legitimate matters relating to taxes.                                           

                  (d) If any amounts payable under this Agreement are subject to
deduction or withholding on account of taxes, the relevant payor shall pay such 
additional amounts as may be necessary such that, after taking into account such
withholding, the recipient receives the amount it would have received had no    
such deduction or withholding been imposed.                                     

               7.3. Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of New York, without giving  
effect to the conflict of law rules thereof.                                    

                 7.4. Arbitration. (a) General. Subject to Section 7.4(g), any
controversy or claim arising out of or relating to this Agreement or the Senior 
Convertible Notes, including any question regarding their respective existence, 
validity, interpretation or breach, shall be settled by arbitration. The        
arbitration shall be held in London, England and, except to the extent          
inconsistent with this Agreement, shall be conducted in accordance with the     
Rules of the LCIA Arbitration International in effect at the time of the        
arbitration. The arbitration shall be conducted in the English language. The    
arbitration proceedings, all documents and all testimony, written or oral,      
produced in connection therewith, and the arbitration award shall be            
confidential.                                                                   

              (b) Selection of the Arbitrators. The arbitration tribunal
shall consist of three arbitrators each of whom shall be a practicing lawyer or 
professor of law. The party initiating arbitration (the "Claimant") shall       
nominate its arbitrator in its request for arbitration (the "Request"). The     
other party (the "Respondent") shall nominate its arbitrator within 30 days of  
receipt of the Request (whether the Request is received from the Claimant or    
from the LCIA Arbitration International ) and shall notify the Claimant of such 
nomination in writing. If the Respondent fails to nominate an arbitrator within 
such 30-day period, the arbitrator named in the Request shall decide the        
controversy or claim as a sole arbitrator. Otherwise, the two arbitrators       
nominated by the parties shall nominate a third arbitrator within 30 days after 
the Respondent has notified Claimant of the nomination of the Respondent's      
arbitrator. When the arbitrators nominated by the Claimant and Respondent have  
nominated a third arbitrator and the third arbitrator has accepted the          
nomination, the two arbitrators shall promptly notify the parties of the        
nomination of the third arbitrator. If the two arbitrators nominated by the     
parties fail or are unable so to nominate a third arbitrator and so notify the  
parties, either party may request the LCIA Arbitration International to appoint 
the third arbitrator. The LCIA Arbitration International shall select the third 
arbitrator within 30 days after such request,                                   

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and shall thereafter notify the parties of the appointment of the tribunal. The 
third arbitrator shall act as Chairman of the tribunal.                         

                 (c) Interim Orders. In addition to the authority conferred on
the arbitrators by the Rules of the LCIA Arbitration International and by law,  
the arbitrators shall have the authority to order such discovery and production 
of documents, including the deposition of party witnesses, and to make such     
orders for interim relief, including injunctive relief, as they deem just and   
equitable.                                                                      

          (d) The Award. The arbitral award may grant any relief
available under the applicable law, including, without limitation, specific     
performance. The arbitral award shall state the reasons for the award and relief
granted, shall be final and binding on the parties to the arbitration, and may  
include an award of costs, including reasonable attorneys' fees and             
disbursements.                                                                  

                  (e) Specific Enforcement. The foregoing agreement to arbitrate
shall be specifically enforceable.                                              

            (f) No Appeal. The parties expressly agree that leave to
appeal under section 69 of the English Arbitration Act 1996 (the "1996 Act") may
not be sought with respect to any question of law arising from an award, nor    
application made under 45 of the 1996 Act with respect to any question of law.  

           (g) Notwithstanding anything in this Section 7.4 to the
contrary, any disagreement as to the Mandatory Redemption Premium set forth in  
the last sentence of Section 3.8, will be submitted for definitive resolution by
Louis Begley, Esq., acting ex aequo et bono, the parties hereby agreeing        
irrevocably to discharge him and Debevoise & Plimpton and indemnify each of them
from any claim, liability or loss with regard to such determination as he may   
make.                                                                           

               7.5. Amendment, Assignment, etc. Neither this Agreement nor
any term hereof may be amended, changed, waived, discharged or terminated       
orally, except by an instrument in writing, signed by the party against which   
enforcement of such amendment, change, waiver, discharge or termination is      
sought. This Agreement shall inure to the benefit of CME and ITI Holdings, their
heirs, personal representatives, successors and assigns and shall be binding    
upon CME and ITI Holdings and their respective successors and assigns. ITI      
Holdings may not assign or otherwise transfer any of its rights or obligations  
under this Agreement without the prior written consent of CME. CME may assign   
and transfer this Agreement or any of its rights hereunder to any person to whom
any Senior Convertible Note is transferred, to any Affiliate of CME, and to any 
successor of CME (including without limitation any person to whom CME may       
transfer all or substantially all of its assets), provided that CME shall notify
ITI Holdings in writing of any such assignment by it.                           

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                7.6. Notices. All notices, consents, requests, instructions,
approvals and other communications provided for herein shall be in writing and  
shall be deemed validly given when received (or, if not received on a day that  
is a business day in the location of receipt, on the first such business day    
following such receipt) and may be given by hand delivery, telecopy or courier  
mail:                                                                           

if to ITI Holdings, at:   

ITI Holdings S.A.         
16 rue Eugene Ruppert     
L-2453 Luxembourg         

with a copy to:           

ITI Management Ltd.       
Beustweg 12               
8032 Zurich               
Switzerland               

        telecopy number: 011-41-1-258-8899

if to CME, at:            

     c/o CME Development Corporation
18 D'Arblay Street        
London WIV 3FP            
England                   
  Attention:  Legal Department
           telecopy number:  011-44-171-292-7948

with a copy to:           

Debevoise & Plimpton      
875 Third Avenue          
New York, NY 10022        
Attention:  Louis Begley  
      telecopy number:  (212) 909-6836

or at such other addresses and telecopy numbers as any of the parties may       
designate by written notice to the other parties hereto.                        

            7.7. Survival. The representations and warranties of the
parties hereto contained in this Agreement and in any Transaction Document shall
survive the Closing hereunder until the third anniversary hereof.               

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               7.8. Expenses. Except as otherwise specifically provided in
this Agree ment, each party hereto shall pay all its own costs and expenses     
incident to this Agreement and the transactions contemplated hereby, including  
legal and accounting fees and disbursements.                                    

           7.9. Severability; Invalidity. If any provision of this
Agreement is held to be unenforceable for any reason, it shall be adjusted      
rather than voided, if possible, in order to achieve the intent of the parties  
to this Agreement to the extent possible. In any event, the invalidity or       
unenforceability of any provision of this Agreement in any jurisdiction shall   
not affect the validity or enforceability of the remainder of this Agree ment in
that jurisdiction or the validity or enforceability of this Agreement, including
that provision, in any other jurisdiction.                                      

                 7.10. No Third Party Beneficiaries. Nothing in this Agreement
shall be construed as giving any Person, other than the parties hereto and their
successors and permitted assigns, any right, remedy or claim under or in respect
of this Agreement or any provision hereof.                                      

               7.11. Translation. This Agreement has been concluded in the
English language and in the event of any inconsistency between the original     
English version and any translation, such English version shall govern.         

               7.12. Further Assurances. Each of ITI Holdings and CME will
cause to be promptly and duly taken, executed, acknowledged and delivered all   
such further actions, documents and assurances as may from time to time         
reasonably be required in order to carry out the intent and the purposes of this
Agreement, the other Transaction Documents, and the transactions contemplated   
hereby and thereby.                                                             

              7.13. Integration; Section Headings; Counterparts; Agency;
etc. This Agreement (including the schedules and exhibits hereto) and the other 
documents delivered pursuant hereto constitute the entire agreement of the      
parties relating to the subject matter hereof and supersede any and all prior   
agreements, arrangements and understandings relating thereto. The section       
headings of this Agreement are for convenience of reference only and are not to 
be considered in construing this Agreement. This Agreement may be executed in   
any number of counterparts, each of which shall be an original, but all of which
together shall constitute one and the same instrument. Neither this Agreement   
nor any transaction contemplated herein shall create the relationship of        
partners, joint venturers or principal and agent among the parties hereto or any
of their respective Affiliates, except as expressly provided herein or therein. 
None of the parties hereto have any authority to represent or bind the other    
parties in any manner whatever, except as provided expressly herein or otherwise
agreed in writing among the parties.                                            

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           IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed and delivered as of the date first above written.      

                     INTERNATIONAL TRADING AND
                         INVESTMENTS HOLDINGS S.A.

                       By: /s/ Bruno Valsangiacomo
                                  --------------------------------
                      Name:  Bruno Valsangiacomo
  Title:

                  CENTRAL EUROPEAN MEDIA
                ENTERPRISES LTD.

                  By: /s/ Michel Delloye
                                  --------------------------------
                 Name:  Michel Delloye
                                 Title:  President and Chief Executive
                   Officer

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                                                                       Exhibit A

 [FORM OF SENIOR CONVERTIBLE NOTE]

INTERNATIONAL TRADING AND INVESTMENT HOLDINGS S.A.

 SENIOR CONVERTIBLE NOTE
 DUE DECEMBER 10, 2001

U.S. $_____________                                           December 10, 1998 

                 International Trading and Investment Holdings S.A., a company
organized under the laws of Luxembourg (the "Company"), for value received and  
intending to be legally bound, hereby unconditionally promises to pay to the    
registered holder hereof, in immediately available funds, the principal sum     
hereof on December 10, 2001 upon presentation and surrender of this Note, and to
pay interest on such amount at a rate of 5% per annum, from and including       
December 10, 1998 to but excluding December 10, 2001. Interest shall be payable 
semiannually in arrears on June 10, 1999 and December 10 1999 and thereafter    
quarterly in arrears on March 10, June 10, September 10 and December 10 of years
2000 and 2001.                                                                  

           This Note is one of the Senior Convertible Notes of the
Company issued in the original aggregate principal amount of U.S. $40,000,000   
pursuant to the Sale and Purchase Agreement dated December 10, 1998 (the        
"Agreement") between the Company and Central European Media Enterprises Ltd. and
is subject to the applicable provisions of the Agreement as though they were    
fully set out herein. Reference is made to the Agreement for a statement of the 
rights and benefits accruing to the holder of this Note, including, without     
limitation, a statement of the circumstances in which and the terms upon which  
this Note may be converted into Ordinary Shares of ITI (as defined in the       
Agreement).                                                                     

                  Notwithstanding any provision of this Note or the Agreement to
the contrary, it is the intent of the Company and the holder that the holder    
shall not at any time be entitled to receive, collect or apply, and the Company 
and the holder shall not be deemed to have contracted for, as interest on the   
principal indebtedness evidenced hereby, any amount in excess of the maximum    
rate of interest permitted to be charged by applicable law, and in the event the
holder ever receives, collects or applies as interest any such excess, such     
excess shall be deemed partial payment of the principal indebtedness evidenced  
hereby, and if such principal shall be paid in full, any such excess shall      
forthwith be paid to the Company.                                               

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             All parties now and hereafter liable with respect to this
Note, whether maker, principal, surety, guarantor, endorser or otherwise, hereby
waive diligence, presentment, demand, protest and notice of any kind whatsoever,
to the extent permitted by applicable law. The nonexercise by the holder of this
Note of any of its rights hereunder in any particular instance shall not        
constitute a waiver thereof in that or any subsequent instance.                 

          This Note is a registered Note and, as provided in the
Agreement, upon surrender of this Note for registration of transfer, duly       
endorsed, or accompanied by a written instrument of transfer duly executed, by  
the registered holder hereof or such holder's attorney duly authorized in       
writing, a new Note for a like principal amount will be issued to, and          
registered in the name of, the transferee. Prior to due presentment for         
registration of transfer, the Company may treat the person in whose name this   
Note is registered as the owner hereof for the purpose of receiving payment and 
for all other purposes, and the Company will not be affected by any notice to   
the contrary.                                                                   

           This Note and the rights and obligations of the parties
hereunder shall be governed and construed in accordance with the laws of the    
State of New York, without giving effect to its principles or rules of conflict 
of laws to the extent such principles or rules would require or permit the      
application of the laws of another jurisdiction.                                

             THE COMPANY AND THE HOLDER HEREOF AGREE THAT ANY DISPUTE,
CONTROVERSY OR CLAIM ARISING OUT OF OR RELATING TO THIS NOTE WILL BE FINALLY    
SETTLED BY ARBITRATION AS SET FORTH IN THE AGREEMENT.                           

                  THE COMPANY WAIVES THE RIGHT TO INTERPOSE ANY DEFENSE, SET-OFF
OR COUNTERCLAIM OF ANY NATURE WITH RESPECT TO THIS NOTE, INCLUDING BUT NOT      
LIMITED TO ANY DEFENSE, SET-OFF OR COUNTERCLAIM OF ANY NATURE OR DESCRIPTION IN 
CONNECTION WITH THE PAYMENT OF THE INDEBTEDNESS EVIDENCED HEREUNDER IN WHICH THE
HOLDER SHALL BE AN ADVERSE PARTY. FURTHERMORE, WITHOUT LIMITING THE FOREGOING,  
THE COMPANY WAIVES THE RIGHT TO INTERPOSE ANY DEFENSE BASED UPON ANY STATUTE OF 
LIMITATIONS OR ANY CLAIM OF LACHES.                                             

                                 INTERNATIONAL TRADING AND
                                INVESTMENT HOLDINGS S.A.

                                         By_______________________________
                 Name:
                  Title:

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                                                                       Exhibit B

AGREEMENT FOR THE SALE OF SHARES

             This Agreement has been concluded on December 10, 1998 in
London, England between CME MEDIA ENTERPRISES B.V., having its seat in Amsterdam
(the "Seller"), represented by Erik T. Moe, by power of attorney, and ITI TV    
HOLDINGS Sp. z o.o., having its seat in Warsaw, Poland (the "Buyer"),           
represented by Romano Faconi, by power of attorney (each of the Seller and the  
Buyer are referred to herein as a "Party" and collectively, the "Parties").     

WHEREAS:

             A. The Seller is the owner of 184,800 shares, each with a
nominal value of PLN 100.00 (one hundred zlotys) in the share capital of TVN Sp.
z o.o., a limited liability company having its seat in Warsaw; and              

           B. TVN Sp. z o.o. is duly existing under Polish law and
registered in the Commercial Register of the District Court in Warsaw (the      
"Company");                                                                     

 NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS:

 Article 1
Sale of Shares

        1. The Seller hereby sells and the Buyer hereby buys 184,800 shares in
the share capital of the Company, together with all shareholder rights and      
claims attached thereto (the "Shares").                                         

      2. The total price for the Shares is PLN 38,687,659.50, which is the
equivalent, as of the date of this Agreement, of USD 11,053,617.00.             

       3. The Seller hereby acknowledges receipt of the total purchase price
for the Shares.                                                                 

   4. The Buyer acquires ownership of the Shares upon receipt by the
Seller of the total purchase price referred to in point 1. of this Article 1.   

 Article 2
Representations and Warranties of the Seller

             The Seller hereby warrants and represents to the Buyer as
follows:                                                                        

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      1. The Shares being sold pursuant to this Agreement are owned by the
Seller and are free of any pledges, securities or other encumbrances existing   
under the law or under agreements concluded with third parties.                 

 2. The Seller has full power, legal authority and all necessary
consents and approvals to enter into this Agreement and all transactions        
contemplated hereunder.                                                         

 Article 3
 Representations and Warranties of the Buyer

                  The Buyer hereby warrants and represents to the Seller that it
is fully authorized and properly empowered to conclude and perform this         
Agreement and that the obligations contained herein are legally valid and       
binding upon the Buyer.                                                         

 Article 4
 Applicable Law and Settlement of the Disputes

                  1. This Agreement is subject of the Polish law. The provisions
of the Polish Commercial Code and Civil Code shall apply to all matters not     
regulated by this Agreement.                                                    

                  2. Any controversy or claim arising out of or relating to this
Agree ment, including any question regarding its existence, validity,           
interpretation or breach, shall be settled by arbitration. The arbitration shall
be held in London, England and, except to the extent inconsistent with this     
Agreement, shall be conducted in accordance with the Rules of the LCIA          
Arbitration International in effect at the time of the arbitration. The         
arbitration shall be conducted in the English language. The arbitration         
proceedings, all documents and all testimony, written or oral, produced in      
connection therewith, and the arbitration award shall be confidential.          

                  3. The arbitration tribunal shall consist of three arbitrators
each of whom shall be a practicing lawyer or professor of law. The party        
initiating arbitration (the "Claimant") shall nominate its arbitrator in its    
request for arbitration (the "Request"). The other party (the "Respondent")     
shall nominate its arbitrator within 30 days of receipt of the Request (whether 
the Request is received from the Claimant or from the LCIA Arbitration          
International ) and shall notify the Claimant of such nomination in writing. If 
the Respondent fails to nominate an arbitrator within such 30-day period, the   
arbitrator named in the Request shall decide the controversy or claim as a sole 
arbitrator. Otherwise, the two arbitrators nominated by the parties shall       
nominate a third arbitrator within 30 days after the Respondent has notified    
Claimant of the nomination of the Respondent's arbitrator. When the arbitrators 
nominated by the Claimant and Respondent have nominated a third arbitrator and  
the third arbitrator has accepted the nomination, the two arbitrators shall     
promptly notify the parties of the nomination of the third arbitrator. If the   
two arbitrators                                                                 

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nominated by the parties fail or are unable so to nominate a third arbitrator   
and so notify the parties, either party may request the LCIA Arbitration        
International to appoint the third arbitrator. The LCIA Arbitration             
International shall select the third arbitrator within 30 days after such       
request, and shall thereafter notify the parties of the appointment of the      
tribunal. The third arbitrator shall act as Chairman of the tribunal.           

                4. In addition to the authority conferred on the arbitrators
by the Rules of the LCIA Arbitration International and by law, the arbitrators  
shall have the authority to order such discovery and production of documents,   
including the deposition of party witnesses, and to make such orders for interim
relief, including injunctive relief, as they deem just and equitable.           

                  5. The arbitral award may grant any relief available under the
applicable law, including, without limitation, specific performance. The        
arbitral award shall state the reasons for the award and relief granted, shall  
be final and binding on the parties to the arbitration, and may include an award
of costs, including reasonable attorneys' fees and disbursements.               

                 6. The foregoing agreement to arbitrate shall be specifically
enforceable.                                                                    

             7. The Parties expressly agree that leave to appeal under
section 69 of the English Arbitration Act 1996 (the "1996 Act") may not be      
sought with respect to any question of law arising from an award, nor           
application made under 45 of the 1996 Act with respect to any question of law.  

 Article 5
Confidentiality Clause

                 1. Each party to this Agreement undertakes not to disclose to
any third person any information relating to the other Party or the Company that
is not available to the public.                                                 

                  2. The restriction set out in point 1. of this Article 5 shall
not apply to the disclosure of information to governmental agencies to the      
extent required by the law.                                                     

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 Article 6
Final Provisions

            1. The Buyer shall bear the stamp duty payable in Poland
associated with this Agreement.                                                 

             2. Concurrently with the execution of this Agreement, the
Seller shall execute and deliver to the Buyer a letter to the Management Board  
of the Company set forth in Attachment 1 hereto, and the Buyer shall promptly   
deliver such letter to the Management Board of the Company.                     

             3. Any amendment to this Agreement must be in writing and
shall require mutual consent of the Parties, upon pain of invalidity.           

         4. This Agreement has been executed in three original
counterparts in the English language. The Seller shall receive one original of  
this Agreement and the Buyer shall receive two such counterparts.               

          NOW, IN WITNESS WHEREOF the Parties have executed this
Agreement by their duly authorized representatives                              

FOR THE SELLER                                       FOR THE BUYER              

---------------------------                          ---------------------------
Name:   Erik T. Moe                                  Name:   Romano Fanconi     
Title:  Attorney in Fact                             Title:  Attorney in Fact   

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                                                       Attachment 1 to Exhibit B

[Letterhead of CME Media Enterprises B.V.]

December 10, 1998                                                               

Management Board of TVN Sp. z o.o.                                              
02-981 Warsaw                                                                   
ul. Augustowka 3                                                                
Poland                                                                          

Dear Sirs:                                                                      

      This is to inform you that CME Media Enterprises B.V. has sold today
all of its shares in TVN Sp. z o.o. to ITI TV Holdings Sp. z .o.o and is no     
longer a shareholder of TVN Sp. z o.o.                                          

Sincerely,                                                                      

--------------------------                                                      
Name:  Michel Delloye                                                           
Title: Managing Director                                                        

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                                                                       Exhibit C

AGREEMENT FOR THE SALE OF SHARES

             This Agreement has been concluded on December 10, 1998 in
London, England between CME POLAND B.V., having its seat in Amsterdam (the      
"Seller"), represented by Erik T. Moe, by power of attorney, and UNIDOME BEHEER 
B.V., having its seat in Amsterdam (the "Buyer"), represented by Romano Fanconi,
by power of attorney (each of the Seller and the Buyer are referred to herein as
a "Party" and collectively, the "Parties").                                     

WHEREAS:

             A. The Seller is the owner of 364,584 shares, each with a
nominal value of PLN 50.00 (fifty zlotys) in the share capital of Federacja Sp. 
z o.o., a limited liability company having its seat in Warsaw; and              

                  B.  Federacja Sp. z o.o. is duly existing under Polish law and
registered in the Commercial Register of the District Court in Warsaw (the      
"Company");                                                                     

 NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS:

 Article 1
Sale of Shares

        1. The Seller hereby sells and the Buyer hereby buys 364,584 shares in
the share capital of the Company, together with all shareholder rights and      
claims attached thereto (the "Shares").                                         

        2. The total price for the Shares is PLN3.50, which is the equivalent,
as of the date of this Agreement, of USD1.00.                                   

       3. The Seller hereby acknowledges receipt of the total purchase price
for the Shares.                                                                 

   4. The Buyer acquires ownership of the Shares upon receipt by the
Seller of the total purchase price referred to in point 1. of this Article 1.   

 Article 2
Representations and Warranties of the Seller

             The Seller hereby warrants and represents to the Buyer as
follows:                                                                        

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      1. The Shares being sold pursuant to this Agreement are owned by the
Seller and are free of any pledges, securities or other encumbrances existing   
under the law or under agreements concluded with third parties.                 

 2. The Seller has full power, legal authority and all necessary
consents and approvals to enter into this Agreement and all transactions        
contemplated hereunder.                                                         

 Article 3
 Representations and Warranties of the Buyer

                  The Buyer hereby warrants and represents to the Seller that it
is fully authorized and properly empowered to conclude and perform this         
Agreement and that the obligations contained herein are legally valid and       
binding upon the Buyer.                                                         

 Article 4
 Applicable Law and Settlement of the Disputes

                  1. This Agreement is subject of the Polish law. The provisions
of the Polish Commercial Code and Civil Code shall apply to all matters not     
regulated by this Agreement.                                                    

                  2. Any controversy or claim arising out of or relating to this
Agree ment, including any question regarding its existence, validity,           
interpretation or breach, shall be settled by arbitration. The arbitration shall
be held in London, England and, except to the extent inconsistent with this     
Agreement, shall be conducted in accordance with the Rules of the LCIA          
Arbitration International in effect at the time of the arbitration. The         
arbitration shall be conducted in the English language. The arbitration         
proceedings, all documents and all testimony, written or oral, produced in      
connection therewith, and the arbitration award shall be confidential.          

                  3. The arbitration tribunal shall consist of three arbitrators
each of whom shall be a practicing lawyer or professor of law. The party        
initiating arbitration (the "Claimant") shall nominate its arbitrator in its    
request for arbitration (the "Request"). The other party (the "Respondent")     
shall nominate its arbitrator within 30 days of receipt of the Request (whether 
the Request is received from the Claimant or from the LCIA Arbitration          
International ) and shall notify the Claimant of such nomination in writing. If 
the Respondent fails to nominate an arbitrator within such 30-day period, the   
arbitrator named in the Request shall decide the controversy or claim as a sole 
arbitrator. Otherwise, the two arbitrators nominated by the parties shall       
nominate a third arbitrator within 30 days after the Respondent has notified    
Claimant of the nomination of the Respondent's arbitrator. When the arbitrators 
nominated by the Claimant and Respondent have nominated a third arbitrator and  
the third arbitrator has accepted the nomination, the two arbitrators shall     
promptly notify the parties of the nomination of the third arbitrator. If the   
two arbitrators                                                                 

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nominated by the parties fail or are unable so to nominate a third arbitrator   
and so notify the parties, either party may request the LCIA Arbitration        
International to appoint the third arbitrator. The LCIA Arbitration             
International shall select the third arbitrator within 30 days after such       
request, and shall thereafter notify the parties of the appointment of the      
tribunal. The third arbitrator shall act as Chairman of the tribunal.           

                4. In addition to the authority conferred on the arbitrators
by the Rules of the LCIA Arbitration International and by law, the arbitrators  
shall have the authority to order such discovery and production of documents,   
including the deposition of party witnesses, and to make such orders for interim
relief, including injunctive relief, as they deem just and equitable.           

                  5. The arbitral award may grant any relief available under the
applicable law, including, without limitation, specific performance. The        
arbitral award shall state the reasons for the award and relief granted, shall  
be final and binding on the parties to the arbitration, and may include an award
of costs, including reasonable attorneys' fees and disbursements.               

                 6. The foregoing agreement to arbitrate shall be specifically
enforceable.                                                                    

             7. The Parties expressly agree that leave to appeal under
section 69 of the English Arbitration Act 1996 (the "1996 Act") may not be      
sought with respect to any question of law arising from an award, nor           
application made under 45 of the 1996 Act with respect to any question of law.  

 Article 5
Confidentiality Clause

                 1. Each party to this Agreement undertakes not to disclose to
any third person any information relating to the other Party or the Company that
is not available to the public.                                                 

                  2. The restriction set out in point 1. of this Article 5 shall
not apply to the disclosure of information to governmental agencies to the      
extent required by the law.                                                     

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 Article 6
Final Provisions

            1. The Buyer shall bear the stamp duty payable in Poland
associated with this Agreement.                                                 

             2. Concurrently with the execution of this Agreement, the
Seller shall execute and deliver to the Buyer a letter to the Management Board  
of the Company set forth in Attachment 1 hereto, and the Buyer shall promptly   
deliver such letter to the Management Board of the Company.                     

             3. Any amendment to this Agreement must be in writing and
shall require mutual consent of the Parties, upon pain of invalidity.           

         4. This Agreement has been executed in three original
counterparts in the English language. The Seller shall receive one original of  
this Agreement and the Buyer shall receive two such counterparts.               

          NOW, IN WITNESS WHEREOF the Parties have executed this
Agreement by their duly authorized representatives                              

FOR THE SELLER                                       FOR THE BUYER              

---------------------------                          ---------------------------
Name:  Erik T. Moe                                   Name:  Romano Fanconi      
Title:  Attorney in Fact                             Title:  Attorney in Fact   

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                                                       Attachment 1 to Exhibit C

 [Letterhead of CME Poland B.V.]

December 10, 1998                                                               

Management Board of Federacja Sp. z o.o.                                        
02-981 Warsaw                                                                   
ul. Powsinska 4                                                                 
Poland                                                                          

Dear Sirs:                                                                      

      This is to inform you that CME Poland B.V. has sold today all of its
shares in Federacja Sp. z o.o. to Unidome Beheer B.V. and is no longer a        
shareholder of Federacja Sp. z o.o.                                             

Sincerely,                                                                      

------------------------                                                        
Name:  Michel Delloye                                                           
Title: Managing Director                                                        

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                                                                     Exhibit D-1

SHARE TRANSFER AGREEMENT

The Undersigned,                                                                

1.       CME Media Enterprises B.V.                                             
Nieuwe Spiegelstraat 26                                       
1017 DG AMSTERDAM                                             
The Netherlands                                               

(hereinafter be referred to as: SELLER)                       

and                                                                             

2.       International Trading and Investments Holdings S.A.                    
16, rue Eugene Ruppert                                        
L-1014 Luxembourg                                             
LUXEMBOURG                                                    

(hereinafter to be referred to as: BUYER)                                       

WHEREAS (A)                SELLER is holder of the full title of property of    
                    19.600 (nineteen thousand six hundred) shares,
                         numbered through 19.600, of nominally NLG 1,00 each
                         in the capital of Neovision Holding B.V., a company
                        formed and existing under the laws of Netherlands,
                     (hereinafter to be referred to as: THE SHARES);

WHEREAS (B)                SELLER is desirous to sell THE SHARES to BUYER and   
                      BUYER is desirous to buy THE SHARES from SELLER;

WHEREAS (C)                parties hereto wish to conclude an agreement to this 
effect in writing;        

NOW, THEREFORE, DO HEREBY DECLARE TO HAVE AGREED AS FOLLOWS:                    

 Article 1

The preambles constitute an integral part of this Agreement.                    

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 Article 2

SELLER hereby declares to have sold to BUYER THE SHARES whereas BUYER hereby    
declares to have bought from SELLER THE SHARES, under the following stipulations
and conditions:                                                                 

1.       the transfer price will be USD 1,00 (one United States Dollar) and has 
        been paid by BUYER to SELLER and for which SELLER gives full discharge
to BUYER;                                                     

2.       the transfer of THE SHARES will be effectuated by notarial deed of     
    transfer, to be passed before one of the civil law notaries of the
     office of Jacobse Hulsebosch Van Loenen & Doorduyn, with offices at
Zoetermeer;                                                   

3.       SELLER has the obligation to transfer THE SHARES in full and free      
         property i.e. not subject to pledge, usufruct or any other encumbrance;

4.       parties shall waive their rights of cancellation and annulment         
  regarding this agreement in the notarial deed of transfer of THE
SHARES;                                                       

5.       as from today all profits and losses of THE SHARES are for the account 
of BUYER.                                                     

 Article 3

SELLER hereby constitutes and appoints BUYER as his true and lawful attorney in 
fact to act in his name, place and stead with respect to the exercising of the  
voting rights attached to THE SHARES.                                           

 Article 4

This agreement will be governed by Dutch Law and any controversy or claim       
arising out of or relating to this Agreement, including any question regarding  
its existence, validity, interpretation or breach, shall be settled by          
arbitration. The arbitration shall be held in London, England and, except to the
extent inconsistent with this Agreement, shall be conducted in accordance with  
the Rules of the LCIA Arbitration International in effect at the time of the    
arbitration. The arbitration shall be conducted in the English language. The    
arbitration proceedings, all documents and all testimony, written or oral,      
produced in connection therewith, and the arbitration award shall be            
confidential.                                                                   

The arbitration tribunal shall consist of three arbitrators each of whom shall  
be a practicing lawyer or professor of law. The party initiating arbitration    
(the "Claimant") shall nominate                                                 

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its arbitrator in its request for arbitration (the "Request"). The other party  
(the "Respondent") shall nominate its arbitrator within 30 days of receipt of   
the Request (whether the Request is received from the Claimant or from the LCIA 
Arbitration International ) and shall notify the Claimant of such nomination in 
writing. If the Respondent fails to nominate an arbitrator within such 30-day   
period, the arbitrator named in the Request shall decide the controversy or     
claim as a sole arbitrator. Otherwise, the two arbitrators nominated by the     
parties shall nominate a third arbitrator within 30 days after the Respondent   
has notified Claimant of the nomination of the Respondent's arbitrator. When the
arbitrators nominated by the Claimant and Respondent have nominated a third     
arbitrator and the third arbitrator has accepted the nomination, the two        
arbitrators shall promptly notify the parties of the nomination of the third    
arbitrator. If the two arbitrators nominated by the parties fail or are unable  
so to nominate a third arbitrator and so notify the parties, either party may   
request the LCIA Arbitration International to appoint the third arbitrator. The 
LCIA Arbitration International shall select the third arbitrator within 30 days 
after such request, and shall thereafter notify the parties of the appointment  
of the tribunal. The third arbitrator shall act as Chairman of the tribunal.    

In addition to the authority conferred on the arbitrators by the Rules of the   
LCIA Arbitration International and by law, the arbitrators shall have the       
authority to order such discovery and production of documents, including the    
deposition of party witnesses, and to make such orders for interim relief,      
including injunctive relief, as they deem just and equitable.                   

The arbitral award may grant any relief available under the applicable law,     
including, without limitation, specific performance. The arbitral award shall   
state the reasons for the award and relief granted, shall be final and binding  
on the parties to the arbitration, and may include an award of costs, including 
reasonable attorneys' fees and disbursements.                                   

The foregoing agreement to arbitrate shall be specifically enforceable.         

The Parties expressly agree that leave to appeal under section 69 of the English
Arbitration Act 1996 (the "1996 Act") may not be sought with respect to any     
question of law arising from an award, nor application made under 45 of the 1996
Act with respect to any question of law.                                        

THUS SIGNED THIS 10th DAY OF DECEMBER 1998                                      

--------------------------                           ---------------------------
CME Media Enterprises B.V.                           International Trading and  
                                                   Investments Holdings S.A.

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THE UNDERSIGNED                                                                 

Neovision Holding B.V., declares to acknowledge the above-mentioned transfer of 
19.600 shares in it's capital and to enter this transfer in the Company's       
Shareholders Register.                                                          

----------------------                                                          
Neovision Holding B.V.                                                          

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                                                                     Exhibit D-2

 PROXY

The Undersigned,                                                                

CME Media Enterprises B.V.                  
Nieuwe Spiegelstraat 26                     
1017 DG AMSTERDAM                           
The Netherlands                             

hereby constitutes and appoints                                                 

Dumatrust Management Services B.V. any civil notary awaiting appointment of     
Notary office Jacobse Hulsebosch van Loenen & Doorduyn, Notarissen at Zoetermeer

as its true and lawful attorneys in fact to:                                    

-        sign the Share Purchase Agreement between International Trading and    
       Investments Holdings S.A. and the Undersigned, regarding the transfer
         of 19.600 shares of nominally NLG 1,00 each in the capital of Neovision
   Holding B.V., a company formed and existing under the laws of the
Netherlands;                                                  

-        effectuate in the name, place and stead of the Undersigned the         
above-mentioned share transfer;                               

-        sign the notarial deed of transfer relating to the above-mentioned     
       transfer to be passed before one of the civil law notaries of Jacobse
Hulsebosch Van Loenen & Doorduyn, with offices in Zoetermeer. 

The attorneys in fact are hereby authorized and directed to carry out any and   
all acts and to execute in the name, place and stead of the Undersigned the     
notarial deed and any and all documents necessary for the above-mentioned       
purpose, with full power of substitution.                                       

This proxy will be governed by Dutch Law.                                       

Thus signed this 10th day of December 1998.                                     

-----------------------------------                                             
CME Media Enterprises B.V.                                                      

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                                                                     Exhibit D-3

 PROXY

The Undersigned,                                                                

       International Trading and Investments Holdings S.A.
16, rue Eugene Ruppert                      
L-1014 Luxembourg                           
LUXEMBOURG                                  

hereby constitutes and appoints                                                 

Dumatrust Management Services B.V. any civil notary awaiting appointment of     
Notary office Jacobse Hulsebosch van Loenen & Doorduyn, Notarissen at Zoetermeer

as its true and lawful attorneys in fact to:                                    

-        sign the Share Purchase Agreement between CME Media Enterprises B.V.   
 and the Undersigned, regarding the transfer of 19.600 shares of
     nominally NLG 1,00 each in the capital of Neovision Holding B.V., a
company formed and existing under the laws of the Netherlands;

-        accept in the name, place and stead of the Undersigned the             
above-mentioned share transfer;                               

-        sign the notarial deed of transfer relating to the above-mentioned     
       transfer to be passed before one of the civil law notaries of Jacobse
Hulsebosch Van Loenen & Doorduyn, with offices in Zoetermeer. 

The attorneys in fact are hereby authorized and directed to carry out any and   
all acts and to execute in the name, place and stead of the Undersigned the     
notarial deed and any and all documents necessary for the above-mentioned       
purpose, with full power of substitution.                                       

This proxy will be governed by Dutch Law.                                       

Thus signed this 10th day of December 1998.                                     

---------------------------------------------------                             
International Trading and Investments Holdings S.A.                             

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                                                                     Exhibit D-4

 W A I V E R

The Undersigned,                                                                

Dumatrust Management Services B.V.                                              

in its capacity of holder of the legal ownership of 1 share in the capital of   
Neovision Holding B.V.                                                          

hereby waives its preferential right in connection with the Purchase and Sale   
and Transfer of 19.600 shares in the capital of Neovision Holding B.V. from CME 
Media Enterprises B.V. to International Trading and Investments S.A.            

Thus signed this 10th day of December, 1998                                     

Dumatrust Management Services B.V.                                              

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                                                                     Exhibit E-1

SHARE TRANSFER AGREEMENT

The Undersigned,                                                                

1.       CME Poland B.V.                                                        
Nieuwe Spiegelstraat 26                                       
1017 DG AMSTERDAM                                             
The Netherlands                                               

(hereinafter to be referred to as: SELLER)                    

and                                                                             

2.       International Trading and Investments Holdings S.A.                    
16, rue Eugene Ruppert                                        
L-1014 Luxembourg                                             
LUXEMBOURG                                                    

(hereinafter to be referred to as: BUYER)                     

WHEREAS (A)                SELLER is holder of the full title of property of 600
                         (six hundred) shares, numbered 5.401 through 6.000,
                      of nominally USD 1,00 each in the capital of ITI
                           Media Group N.V., a company formed and existing under
                           the laws of the Netherlands Antilles, (hereinafter to
     be referred to as: THE SHARES);

WHEREAS (B)                SELLER is desirous to sell THE SHARES to BUYER and   
                      BUYER is desirous to buy THE SHARES from SELLER;

WHEREAS (C)                parties hereto wish to conclude an agreement to this 
effect in writing;        

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NOW, THEREFORE, DO HEREBY DECLARE TO HAVE AGREED AS FOLLOWS:

 Article 1

The preambles constitute an integral part of this Agreement.                    

 Article 2

SELLER hereby declares to have sold to BUYER THE SHARES whereas BUYER hereby    
declares to have bought from SELLER THE SHARES, under the following stipulations
and conditions:                                                                 

1.       the transfer price will be USD 10,000,000 and has been paid by BUYER to
SELLER and for which SELLER gives full discharge to BUYER;    

2.       the transfer of THE SHARES will be effectuated by this deed of         
transfer;                                                     

3.       SELLER has the obligation to transfer THE SHARES in full and free      
         property i.e. not subject to pledge, usufruct or any other encumbrance;

4.       parties shall waive their rights of cancellation and annulment         
  regarding this agreement in the notarial deed of transfer of THE
SHARES;                                                       

5.       as from today all profits and losses of THE SHARES are for the account 
of BUYER.                                                     

 Article 3

This agreement will be governed by The Netherlands Antilles law and any         
controversy or claim arising out of or relating to this Agreement, including any
question regarding its existence, validity, interpretation or breach, shall be  
settled by arbitration. The arbitration shall be held in London, England and,   
except to the extent inconsistent with this Agreement, shall be conducted in    
accordance with the Rules of the LCIA Arbitration International in effect at the
time of the arbitration. The arbitration shall be conducted in the English      
language. The arbitration proceedings, all documents and all testimony, written 
or oral, produced in connection therewith, and the arbitration award shall be   
confidential.                                                                   

The arbitration tribunal shall consist of three arbitrators each of whom shall  
be a practicing lawyer or professor of law. The party initiating arbitration    
(the "Claimant") shall nominate its arbitrator in its request for arbitration   
(the "Request"). The other party (the                                           

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"Respondent") shall nominate its arbitrator within 30 days of receipt of the    
Request (whether the Request is received from the Claimant or from the LCIA     
Arbitration International ) and shall notify the Claimant of such nomination in 
writing. If the Respondent fails to nominate an arbitrator within such 30-day   
period, the arbitrator named in the Request shall decide the controversy or     
claim as a sole arbitrator. Otherwise, the two arbitrators nominated by the     
parties shall nominate a third arbitrator within 30 days after the Respondent   
has notified Claimant of the nomination of the Respondent's arbitrator. When the
arbitrators nominated by the Claimant and Respondent have nominated a third     
arbitrator and the third arbitrator has accepted the nomination, the two        
arbitrators shall promptly notify the parties of the nomination of the third    
arbitrator. If the two arbitrators nominated by the parties fail or are unable  
so to nominate a third arbitrator and so notify the parties, either party may   
request the LCIA Arbitration International to appoint the third arbitrator. The 
LCIA Arbitration International shall select the third arbitrator within 30 days 
after such request, and shall thereafter notify the parties of the appointment  
of the tribunal. The third arbitrator shall act as Chairman of the tribunal.    

In addition to the authority conferred on the arbitrators by the Rules of the   
LCIA Arbitration International and by law, the arbitrators shall have the       
authority to order such discovery and production of documents, including the    
deposition of party witnesses, and to make such orders for interim relief,      
including injunctive relief, as they deem just and equitable.                   

The arbitral award may grant any relief available under the applicable law,     
including, without limitation, specific performance. The arbitral award shall   
state the reasons for the award and relief granted, shall be final and binding  
on the parties to the arbitration, and may include an award of costs, including 
reasonable attorneys' fees and disbursements.                                   

The foregoing agreement to arbitrate shall be specifically enforceable.         

The Parties expressly agree that leave to appeal under section 69 of the English
Arbitration Act 1996 (the "1996 Act") may not be sought with respect to any     
question of law arising from an award, nor application made under 45 of the 1996
Act with respect to any question of law.                                        

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THUS SIGNED THIS 10th DAY OF DECEMBER 1998                                      

--------------------------------                  ------------------------------
CME Poland B.V.                                   International Trading and     
                                             Investments Holdings S.A.

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                                                                     Exhibit F-1

 ASSIGNMENT OF RECEIVABLES AGREEMENT

This assignment of receivables agreement (the "Agreement") has been entered into
on this 10th day of December 1998 by and between                                

CME Media Enterprises B.V., a limited liability company organized and operating 
under the laws of the Netherlands, with its registered seat at Nieuwe           
Spiegelstraat 26, 1017 DG Amsterdam, the Netherlands (hereinafter referred to as
the "Assignor")                                                                 

and                                                                             

International Trading and Investments Holdings S.A. ("ITI"), a joint stock      
company organized and operating under the laws of Luxembourg, with its seat at  
16 Rue Eugene Ruppert, Luxembourg (hereinafter referred to as the "Assignee").  

WHEREAS:                                                                        

A. TVN Sp. zo.o., a limited liability company organized and operating under the 
laws of the Republic of Poland with its seat at Augustowka Street 3, Warsaw,    
Poland (hereinafter referred to as the "Debtor"),owes the Assignor an aggregate 
amount of 607,962 U.S. Dollars in respect to certain payments made by Assignor  
on behalf of the Debtor (the "Receivables")                                     

B. Pursuant to the terms of the Sale and Purchase Agreement dated December 10,  
1998, entered into between Central European Media Enterprises Ltd. ("CME") and  
the Assignee, CME has undertaken an obligation to cause that the Assignor       
assigns to the Assignee the Receivables for the agreed upon consideration;      

NOW THEREFORE, THE PARTIES AGREE AS FOLLOWS:                                    

1.       Assignment                                                             

     For good and valuable consideration of USD 607,962, the receipt and
sufficiency of which is hereby confirmed, the Assignor hereby irrevocably and   
unconditionally assigns to the Assignee the Receivables together with all       
accrued thereon interest and other payables and the Assignee hereby accepts such
assignment.                                                                     

2.       Notice of Assignment                                                   

    The Assignor shall forthwith execute a notice of assignment of the
Loans addressed to the Debtor attached hereto.                                  

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3.       Costs and taxes                                                        

       Any transfer or stamp duties payable in connection with the execution
of this Assignment Agreement shall be borne by the Assignee.                    

4.       Governing Law and Settlement of Disputes                               

     This agreement will be governed by Dutch law and any controversy or
claim arising out of or relating to this Agreement, including any question      
regarding its existence, validity, interpretation or breach, shall be settled by
arbitration. The arbitration shall be held in London, England and, except to the
extent inconsistent with this Agreement, shall be conducted in accordance with  
the Rules of the LCIA Arbitration International in effect at the time of the    
arbitration. The arbitration shall be conducted in the English language. The    
arbitration proceedings, all documents and all testimony, written or oral,      
produced in connection therewith, and the arbitration award shall be            
confidential.                                                                   

     The arbitration tribunal shall consist of three arbitrators each of
whom shall be a practicing lawyer or professor of law. The party initiating     
arbitration (the "Claimant") shall nominate its arbitrator in its request for   
arbitration (the "Request"). The other party (the "Respondent") shall nominate  
its arbitrator within 30 days of receipt of the Request (whether the Request is 
received from the Claimant or from the LCIA Arbitration International ) and     
shall notify the Claimant of such nomination in writing. If the Respondent fails
to nominate an arbitrator within such 30-day period, the arbitrator named in the
Request shall decide the controversy or claim as a sole arbitrator. Otherwise,  
the two arbitrators nominated by the parties shall nominate a third arbitrator  
within 30 days after the Respondent has notified Claimant of the nomination of  
the Respondent's arbitrator. When the arbitrators nominated by the Claimant and 
Respondent have nominated a third arbitrator and the third arbitrator has       
accepted the nomination, the two arbitrators shall promptly notify the parties  
of the nomination of the third arbitrator. If the two arbitrators nominated by  
the parties fail or are unable so to nominate a third arbitrator and so notify  
the parties, either party may request the LCIA Arbitration International to     
appoint the third arbitrator. The LCIA Arbitration International shall select   
the third arbitrator within 30 days after such request, and shall thereafter    
notify the parties of the appointment of the tribunal. The third arbitrator     
shall act as Chairman of the tribunal.                                          

        In addition to the authority conferred on the arbitrators by the Rules
of the LCIA Arbitration International and by law, the arbitrators shall have the
authority to order such discovery and production of documents, including the    
deposition of party witnesses, and to make such orders for interim relief,      
including injunctive relief, as they deem just and equitable.                   

        The arbitral award may grant any relief available under the applicable
law, including, without limitation, specific performance. The arbitral award    
shall state the                                                                 

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reasons for the award and relief granted, shall be final and binding on the     
parties to the arbitration, and may include an award of costs, including        
reasonable attorneys' fees and disbursements.                                   

         The foregoing agreement to arbitrate shall be specifically enforceable.

      The Parties expressly agree that leave to appeal under section 69 of
the English Arbitration Act 1996 (the "1996 Act") may not be sought with respect
to any question of law arising from an award, nor application made under 45 of  
the 1996 Act with respect to any question of law.                               

CME Media Enterprises B.V.                International Trading and Investments 
                 Holdings S.A.

By:                                       By:                                   
Name:                                     Name:                                 
Title:                                    Title:                                

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Notice of Assignment

December 10, 1998                                                               

To:      TVN Sp. z.o.o.                                                         
ul. Augustowka 3                                              
Warszawa                                                      

CME Media Enterprises B.V. ("CME Media") hereby notifies that, pursuant to the  
Assignment Agreement dated December 10, 1998 between CME Media and ITI Holdings 
S.A. ("ITI"), CME Media has agreed and assigned to ITI all of its receivables in
respect to certain payments made by CME Media on behalf of TVN in aggregate     
amount of 607,292 U.S. Dollars (the "Receivables").                             

In view of the above any payments related to the Receivables should be made by  
you directly to ITI pursuant to its instructions. ITI alone will be authorized  
and empowered to request the payment of the Loans and the Receivables.          

CME Media Enterprises B.V.                                                      

By:                                                                             
Name:                                                                           
Title:                                                                          

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                                                                     Exhibit F-2

 ASSIGNMENT OF RECEIVABLES AGREEMENT

This assignment of receivables agreement (the "Agreement") has been entered into
on this 10th day of December 1998 by and between                                

CME Media Enterprises B.V., a limited liability company organized and operating 
under the laws of the Netherlands, with its registered seat at Nieuwe           
Spiegelstraat 26, 1017 DG Amsterdam, the Netherlands (hereinafter referred to as
the "Assignor")                                                                 

and                                                                             

International Trading and Investments Holdings S.A. ("ITI"), a joint stock      
company organized and operating under the laws of Luxembourg, with its seat at  
16 Rue Eugene Ruppert, Luxembourg (hereinafter referred to as the "Assignee").  

WHEREAS:                                                                        

A. Federacja Sp. z.o.o., a limited liability company organized and operating    
under the laws of the Republic of Poland with its seat at Federacja Sp. z.o.o.  
Warszawa Powsinska Street 4, Warsaw, Poland (hereinafter referred to as the     
"Debtor"), owes the Assignor an aggregate amount of 49,656 U.S. Dollars in      
respect to certain payments made by Assignor on behalf of the Debtor (the       
"Receivables")                                                                  

B. Pursuant to the terms of the Sale and Purchase Agreement dated December 10,  
1998, entered into between Central European Media Enterprises Ltd. ("CME") and  
the Assignee, CME has undertaken an obligation to cause that the Assignor       
assigns to the Assignee the Loans and the Receivables for the agreed upon       
consideration;                                                                  

NOW THEREFORE, THE PARTIES AGREE AS FOLLOWS:                                    

1.       Assignment                                                             

    For good and valuable consideration of USD 14,781, the receipt and
sufficiency of which is hereby confirmed, the Assignor hereby irrevocably and   
unconditionally assigns to the Assignee the Receivables and the Assignee hereby 
accepts such assignment.                                                        

2.       Notice of Assignment                                                   

    The Assignor shall forthwith execute a notice of assignment of the
Loans addressed to the Debtor attached hereto.                                  

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3.       Costs and taxes                                                        

       Any transfer or stamp duties payable in connection with the execution
of this Assignment Agreement shall be borne by the Assignee.                    

4.       Governing Law and Settlement of Disputes                               

     This agreement will be governed by Dutch law and any controversy or
claim arising out of or relating to this Agreement, including any question      
regarding its existence, validity, interpretation or breach, shall be settled by
arbitration. The arbitration shall be held in London, England and, except to the
extent inconsistent with this Agreement, shall be conducted in accordance with  
the Rules of the LCIA Arbitration International in effect at the time of the    
arbitration. The arbitration shall be conducted in the English language. The    
arbitration proceedings, all documents and all testimony, written or oral,      
produced in connection therewith, and the arbitration award shall be            
confidential.                                                                   

     The arbitration tribunal shall consist of three arbitrators each of
whom shall be a practicing lawyer or professor of law. The party initiating     
arbitration (the "Claimant") shall nominate its arbitrator in its request for   
arbitration (the "Request"). The other party (the "Respondent") shall nominate  
its arbitrator within 30 days of receipt of the Request (whether the Request is 
received from the Claimant or from the LCIA Arbitration International ) and     
shall notify the Claimant of such nomination in writing. If the Respondent fails
to nominate an arbitrator within such 30-day period, the arbitrator named in the
Request shall decide the controversy or claim as a sole arbitrator. Otherwise,  
the two arbitrators nominated by the parties shall nominate a third arbitrator  
within 30 days after the Respondent has notified Claimant of the nomination of  
the Respondent's arbitrator. When the arbitrators nominated by the Claimant and 
Respondent have nominated a third arbitrator and the third arbitrator has       
accepted the nomination, the two arbitrators shall promptly notify the parties  
of the nomination of the third arbitrator. If the two arbitrators nominated by  
the parties fail or are unable so to nominate a third arbitrator and so notify  
the parties, either party may request the LCIA Arbitration International to     
appoint the third arbitrator. The LCIA Arbitration International shall select   
the third arbitrator within 30 days after such request, and shall thereafter    
notify the parties of the appointment of the tribunal. The third arbitrator     
shall act as Chairman of the tribunal.                                          

        In addition to the authority conferred on the arbitrators by the Rules
of the LCIA Arbitration International and by law, the arbitrators shall have the
authority to order such discovery and production of documents, including the    
deposition of party witnesses, and to make such orders for interim relief,      
including injunctive relief, as they deem just and equitable.                   

        The arbitral award may grant any relief available under the applicable
law, including, without limitation, specific performance. The arbitral award    
shall state the                                                                 

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reasons for the award and relief granted, shall be final and binding on the     
parties to the arbitration, and may include an award of costs, including        
reasonable attorneys' fees and disbursements.                                   

         The foregoing agreement to arbitrate shall be specifically enforceable.

      The Parties expressly agree that leave to appeal under section 69 of
the English Arbitration Act 1996 (the "1996 Act") may not be sought with respect
to any question of law arising from an award, nor application made under 45 of  
the 1996 Act with respect to any question of law.                               

CME Media Enterprises B.V.               International Trading and Investments  
               Holdings S.A.

By:                                      By:                                    
Name:                                    Name:                                  
Title:                                   Title:                                 

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Notice of Assignment

December 10, 1998                                                               

To:      Federacja Sp. z.o.o.                                                   
ul. Powsinska 4                                               
Warszawa                                                      

CME Media Enterprises B.V. ("CME Media") hereby notifies that, pursuant to the  
Assignment Agreement dated December 10, 1998 between CME Media and ITI Holdings 
S.A. ("ITI"), CME Media has agreed and assigned to ITI all of its receivables in
respect to certain payments made by CME Media on behalf of Federacja in         
aggregate amount of 49,656 U.S. Dollars (the "Receivables").                    

In view of the above any payments related to the Receivables should be made by  
you directly to ITI pursuant to its instructions. ITI alone will be authorized  
and empowered to request the payment of the Receivables.                        

CME Media Enterprises B.V.                                                      

By:                                                                             
Name:                                                                           
Title:                                                                          

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                                                                     Exhibit F-3

 ASSIGNMENT OF RECEIVABLES AGREEMENT

This assignment of receivables agreement (the "Agreement") has been entered into
on this 10th day of December 1998 by and between                                

CME Poland B.V., a limited liability company organized and operating under the  
laws of the Netherlands, with its registered seat at Nieuwe Spielgelstraat 26,  
1017 DG Amsterdam, the Netherlands (hereinafter referred to as the "Assignor")  

and                                                                             

International Trading and Investments Holdings S.A. ("ITI"), a joint stock      
company organized and operating under the laws of Luxembourg, with its seat at  
16 Rue Eugene Ruppert, Luxembourg (hereinafter referred to as the "Assignee").  

WHEREAS:                                                                        

A. The Assignor has extended to Federacja Sp. z.o.o., a limited liability       
company organized and operating under the laws of the Republic of Poland with   
its seat at Powsinska Street 4, Warsaw, Poland (hereinafter referred to as the  
"Debtor"), loans in the principal amount of 12,000,000 U.S. Dollars pursuant to 
two separate loan agreements dated February 13, 1998 (the "Loans");             

B. Pursuant to the terms of the Sale and Purchase Agreement dated December 10,  
1998, entered into between Central European Media Enterprises Ltd. ("CME") and  
the Assignee, CME has undertaken an obligation to cause that the Assignor       
assigns to the Assignee the Loans for the agreed upon consideration;            

NOW THEREFORE, THE PARTIES AGREE AS FOLLOWS:                                    

1.       Assignment                                                             

 For good and valuable consideration of USD1.00, the receipt and
sufficiency of which is hereby confirmed, the Assignor hereby irrevocably and   
unconditionally assigns to the Assignee the Loans together with all accrued     
thereon interest and other payables and the Assignee hereby accepts such        
assignment.                                                                     

2.       Notice of Assignment                                                   

    The Assignor shall forthwith execute a notice of assignment of the
Loans addressed to the Debtor attached hereto.                                  

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3.       Costs and taxes                                                        

       Any transfer or stamp duties payable in connection with the execution
of this Assignment Agreement shall be borne by the Assignee.                    

4.       Governing Law and Settlement of Disputes                               

     This agreement will be governed by Dutch law and any controversy or
claim arising out of or relating to this Agreement, including any question      
regarding its existence, validity, interpretation or breach, shall be settled by
arbitration. The arbitration shall be held in London, England and, except to the
extent inconsistent with this Agreement, shall be conducted in accordance with  
the Rules of the LCIA Arbitration International in effect at the time of the    
arbitration. The arbitration shall be conducted in the English language. The    
arbitration proceedings, all documents and all testimony, written or oral,      
produced in connection therewith, and the arbitration award shall be            
confidential.                                                                   

     The arbitration tribunal shall consist of three arbitrators each of
whom shall be a practicing lawyer or professor of law. The party initiating     
arbitration (the "Claimant") shall nominate its arbitrator in its request for   
arbitration (the "Request"). The other party (the "Respondent") shall nominate  
its arbitrator within 30 days of receipt of the Request (whether the Request is 
received from the Claimant or from the LCIA Arbitration International ) and     
shall notify the Claimant of such nomination in writing. If the Respondent fails
to nominate an arbitrator within such 30-day period, the arbitrator named in the
Request shall decide the controversy or claim as a sole arbitrator. Otherwise,  
the two arbitrators nominated by the parties shall nominate a third arbitrator  
within 30 days after the Respondent has notified Claimant of the nomination of  
the Respondent's arbitrator. When the arbitrators nominated by the Claimant and 
Respondent have nominated a third arbitrator and the third arbitrator has       
accepted the nomination, the two arbitrators shall promptly notify the parties  
of the nomination of the third arbitrator. If the two arbitrators nominated by  
the parties fail or are unable so to nominate a third arbitrator and so notify  
the parties, either party may request the LCIA Arbitration International to     
appoint the third arbitrator. The LCIA Arbitration International shall select   
the third arbitrator within 30 days after such request, and shall thereafter    
notify the parties of the appointment of the tribunal. The third arbitrator     
shall act as Chairman of the tribunal.                                          

        In addition to the authority conferred on the arbitrators by the Rules
of the LCIA Arbitration International and by law, the arbitrators shall have the
authority to order such discovery and production of documents, including the    
deposition of party witnesses, and to make such orders for interim relief,      
including injunctive relief, as they deem just and equitable.                   

        The arbitral award may grant any relief available under the applicable
law, including, without limitation, specific performance. The arbitral award    
shall state the                                                                 

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reasons for the award and relief granted, shall be final and binding on the     
parties to the arbitration, and may include an award of costs, including        
reasonable attorneys' fees and disbursements.                                   

         The foregoing agreement to arbitrate shall be specifically enforceable.

      The Parties expressly agree that leave to appeal under section 69 of
the English Arbitration Act 1996 (the "1996 Act") may not be sought with respect
to any question of law arising from an award, nor application made under 45 of  
the 1996 Act with respect to any question of law.                               

CME Poland B.V.                        International Trading and Investments    
           Holdings S.A.

By:                                    By:                                      
Name:                                  Name:                                    
Title:                                 Title:                                   

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Notice of Assignment

December 10, 1998                                                               

To:      Federacja Sp. z.o.o.                                                   
ul. Powsinska 4                                               
Warszawa                                                      

CME Poland B.V. ("CME") hereby notifies that, pursuant to the Assignment        
Agreement dated December 10, 1998 between CME and ITI Holdings S.A. ("ITI"), CME
has agreed to and assigned to ITI all of its receivables under the two separate 
loan agreements dated February 13, 1998 for the principal amount of 12,000,000  
U.S. Dollars extended by CME to Federacja Sp. z.o.o. (the "Loans").             

In view of the above any payments related to the Loans should be made by you    
directly to ITI pursuant to its instructions. ITI alone will be authorized and  
empowered to request the payment of the Loans.                                  

CME Poland B.V.                                                                 

By:                                                                             
Name:                                                                           
Title:                                                                          

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                                                                     Exhibit F-4

 ASSIGNMENT OF RECEIVABLES AGREEMENT

This assignment of receivables agreement (the "Agreement") has been entered into
on this 10th day of December 1998 by and between                                

CME Poland B.V., a limited liability company organized and operating under the  
laws of the Netherlands, with its registered seat at Nieuwe Spielgelstraat 26,  
1017 DG Amsterdam, the Netherlands (hereinafter referred to as the "Assignor")  

and                                                                             

International Trading and Investments Holdings S.A. ("ITI"), a joint stock      
company organized and operating under the laws of Luxembourg, with its seat at  
16 Rue Eugene Ruppert, Luxembourg (hereinafter referred to as the "Assignee").  

WHEREAS:                                                                        

A. TVN Sp. zo.o., a limited liability company organized and operating under the 
laws of the Republic of Poland with its seat at Augustowka Street 3, Warsaw,    
Poland (hereinafter referred to as the "Debtor"), is indebted to the Assignor   
with respect to loans in the principal amount of 19,050,000 U.S. Dollars        
pursuant to loan agreements dated as of May 7, 1997, May 27, 1997, July 1, 1997,
July 15, 1997, September 29, 1997, October 16, 1997 and December 15, 1997 (the  
"Loans");                                                                       

B. Pursuant to the terms of the Sale and Purchase Agreement dated December 10,  
1998, entered into between Central European Media Enterprises Ltd. ("CME") and  
the Assignee, CME has undertaken an obligation to cause that the Assignor       
assigns to the Assignee the Loans for the agreed upon consideration;            

NOW THEREFORE, THE PARTIES AGREE AS FOLLOWS:                                    

1.       Assignment                                                             

        For good and valuable consideration of USD 21,219,610, the receipt and
sufficiency of which is hereby confirmed, the Assignor hereby irrevocably and   
unconditionally assigns to the Assignee the Loans together with all accrued     
thereon interest and other payables and the Assignee hereby accepts such        
assignment.                                                                     

2.       Notice of Assignment                                                   

    The Assignor shall forthwith execute a notice of assignment of the
Loans addressed to the Debtor attached hereto.                                  

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3.       Costs and taxes                                                        

       Any transfer or stamp duties payable in connection with the execution
of this Assignment Agreement shall be borne by the Assignee.                    

4.       Governing Law and Settlement of Disputes                               

     This agreement will be governed by Dutch law and any controversy or
claim arising out of or relating to this Agreement, including any question      
regarding its existence, validity, interpretation or breach, shall be settled by
arbitration. The arbitration shall be held in London, England and, except to the
extent inconsistent with this Agreement, shall be conducted in accordance with  
the Rules of the LCIA Arbitration International in effect at the time of the    
arbitration. The arbitration shall be conducted in the English language. The    
arbitration proceedings, all documents and all testimony, written or oral,      
produced in connection therewith, and the arbitration award shall be            
confidential.                                                                   

     The arbitration tribunal shall consist of three arbitrators each of
whom shall be a practicing lawyer or professor of law. The party initiating     
arbitration (the "Claimant") shall nominate its arbitrator in its request for   
arbitration (the "Request"). The other party (the "Respondent") shall nominate  
its arbitrator within 30 days of receipt of the Request (whether the Request is 
received from the Claimant or from the LCIA Arbitration International ) and     
shall notify the Claimant of such nomination in writing. If the Respondent fails
to nominate an arbitrator within such 30-day period, the arbitrator named in the
Request shall decide the controversy or claim as a sole arbitrator. Otherwise,  
the two arbitrators nominated by the parties shall nominate a third arbitrator  
within 30 days after the Respondent has notified Claimant of the nomination of  
the Respondent's arbitrator. When the arbitrators nominated by the Claimant and 
Respondent have nominated a third arbitrator and the third arbitrator has       
accepted the nomination, the two arbitrators shall promptly notify the parties  
of the nomination of the third arbitrator. If the two arbitrators nominated by  
the parties fail or are unable so to nominate a third arbitrator and so notify  
the parties, either party may request the LCIA Arbitration International to     
appoint the third arbitrator. The LCIA Arbitration International shall select   
the third arbitrator within 30 days after such request, and shall thereafter    
notify the parties of the appointment of the tribunal. The third arbitrator     
shall act as Chairman of the tribunal.                                          

        In addition to the authority conferred on the arbitrators by the Rules
of the LCIA Arbitration International and by law, the arbitrators shall have the
authority to order such discovery and production of documents, including the    
deposition of party witnesses, and to make such orders for interim relief,      
including injunctive relief, as they deem just and equitable.                   

        The arbitral award may grant any relief available under the applicable
law, including, without limitation, specific performance. The arbitral award    
shall state the                                                                 

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reasons for the award and relief granted, shall be final and binding on the     
parties to the arbitration, and may include an award of costs, including        
reasonable attorneys' fees and disbursements.                                   

         The foregoing agreement to arbitrate shall be specifically enforceable.

      The Parties expressly agree that leave to appeal under section 69 of
the English Arbitration Act 1996 (the "1996 Act") may not be sought with respect
to any question of law arising from an award, nor application made under 45 of  
the 1996 Act with respect to any question of law.                               

CME Poland B.V.                         International Trading and Investments   
             Holdings S.A.

By:                                     By:                                     
Name:                                   Name:                                   
Title:                                  Title:                                  

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Notice of Assignment

December 10, 1998                                                               

To:      Federacja Sp. z.o.o.                                                   
ul. Powsinska 4                                               
Warszawa                                                      

CME Poland B.V. ("CME") hereby notifies that, pursuant to the Assignment        
Agreement dated December 10, 1998 between CME and ITI Holdings S.A. ("ITI"), CME
has agreed to and assigned to ITI all of its receivables under the loan         
agreements dated as of May 7, 1997, May 27, 1997, July 1, 1997, July 15, 1997,  
September 29, 1997, October 16, 1997 and December 15, 1997 (the "Loans") for the
principal amount of 19,050,000 U.S. Dollars extended by CME Media to TVN Sp.    
z.o.o. (the "Loans").                                                           

In view of the above any payments related to the Loans should be made by you    
directly to ITI pursuant to its instructions. ITI alone will be authorized and  
empowered to request the payment of the Loans.                                  

CME Poland B.V.                                                                 

By:                                                                             
Name:                                                                           
Title:                                                                          

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                                                                     Exhibit G-1

 ASSIGNMENT OF RECEIVABLES AGREEMENT

This assignment of receivables agreement (the "Agreement") has been entered into
on this 10th day of December 1998 by and between                                

CME Programming Services Inc., a corporation organized and operating under the  
laws of Delaware, USA with its office at 18 D'Arblay Street, London W1V 3FP     
(hereinafter referred to as the "Assignor")                                     

and                                                                             

International Trading and Investments Holdings S.A. ("ITI"), a joint stock      
company organized and operating under the laws of Luxembourg, with its seat at  
16 Rue Eugene Ruppert, Luxembourg (hereinafter referred to as the "Assignee").  

WHEREAS:                                                                        

A. The Assignor and Federacja Sp. z.o.o., a limited liability company organized 
and operating under the laws of the Republic of Poland with its seat at         
Powsinska Street 4, Warsaw, Poland (hereinafter referred to as the "Debtor"),   
have entered into the Programming Services Agreement dated as of August 1, 1997 
("Programming Services Agreement"), under the terms of which the Assignor       
rendered various services for the benefit of the Debtor;                        

B. The Assignor has not received full payment for its services performed under  
the Programming Services Agreement and the outstanding payments due to the      
Assignor from the Debtor as of November 30, 1998 amount to 12,969,753.00 U.S.   
Dollars (the "Receivables")                                                     

C. Pursuant to the terms of the Sale and Purchase Agreement dated December 10,  
1998, entered into between Central European Media Enterprises Ltd. ("CME") and  
the Assignee, CME has undertaken an obligation to cause that the Assignor       
assigns to the Assignee the Receivables for the agreed upon consideration;      

NOW THEREFORE, THE PARTIES AGREE AS FOLLOWS:                                    

1.       Assignment                                                             

      For good and valuable consideration of USD 3,860,568.00, the receipt
and sufficiency of which is hereby confirmed, the Assignor hereby irrevocably   
and unconditionally assigns to the Assignee the Receivables and the Assignee    
hereby accepts such assignment.                                                 

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2.       Notice of Assignment                                                   

The Assignor shall forthwith execute a notice of assignment of
Receivables addressed to the Debtor attached hereto.                            

3.       Costs and taxes                                                        

   Any transfer taxes or stamp duties payable in connection with the
execution of this Assignment Agreement shall be borne by the Assignee.          

4.       Governing Law and Settlement of Disputes                               

     This agreement will be governed by Dutch law and any controversy or
claim arising out of or relating to this Agreement, including any question      
regarding its existence, validity, interpretation or breach, shall be settled by
arbitration. The arbitration shall be held in London, England and, except to the
extent inconsistent with this Agreement, shall be conducted in accordance with  
the Rules of the LCIA Arbitration International in effect at the time of the    
arbitration. The arbitration shall be conducted in the English language. The    
arbitration proceedings, all documents and all testimony, written or oral,      
produced in connection therewith, and the arbitration award shall be            
confidential.                                                                   

     The arbitration tribunal shall consist of three arbitrators each of
whom shall be a practicing lawyer or professor of law. The party initiating     
arbitration (the "Claimant") shall nominate its arbitrator in its request for   
arbitration (the "Request"). The other party (the "Respondent") shall nominate  
its arbitrator within 30 days of receipt of the Request (whether the Request is 
received from the Claimant or from the LCIA Arbitration International ) and     
shall notify the Claimant of such nomination in writing. If the Respondent fails
to nominate an arbitrator within such 30-day period, the arbitrator named in the
Request shall decide the controversy or claim as a sole arbitrator. Otherwise,  
the two arbitrators nominated by the parties shall nominate a third arbitrator  
within 30 days after the Respondent has notified Claimant of the nomination of  
the Respondent's arbitrator. When the arbitrators nominated by the Claimant and 
Respondent have nominated a third arbitrator and the third arbitrator has       
accepted the nomination, the two arbitrators shall promptly notify the parties  
of the nomination of the third arbitrator. If the two arbitrators nominated by  
the parties fail or are unable so to nominate a third arbitrator and so notify  
the parties, either party may request the LCIA Arbitration International to     
appoint the third arbitrator. The LCIA Arbitration International shall select   
the third arbitrator within 30 days after such request, and shall thereafter    
notify the parties of the appointment of the tribunal. The third arbitrator     
shall act as Chairman of the tribunal.                                          

        In addition to the authority conferred on the arbitrators by the Rules
of the LCIA Arbitration International and by law, the arbitrators shall have the
authority to order such discovery and production of documents, including the    
deposition of party witnesses, and to                                           

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make such orders for interim relief, including injunctive relief, as they deem  
just and equitable.                                                             

        The arbitral award may grant any relief available under the applicable
law, including, without limitation, specific performance. The arbitral award    
shall state the reasons for the award and relief granted, shall be final and    
binding on the parties to the arbitration, and may include an award of costs,   
including reasonable attorneys' fees and disbursements.                         

         The foregoing agreement to arbitrate shall be specifically enforceable.

      The Parties expressly agree that leave to appeal under section 69 of
the English Arbitration Act 1996 (the "1996 Act") may not be sought with respect
to any question of law arising from an award, nor application made under 45 of  
the 1996 Act with respect to any question of law.                               

CME Programming Services, Inc.           International Trading and Investments  
               Holdings S.A.

By:                                      By:                                    
Name:                                    Name:                                  
Title:                                   Title:                                 

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Notice of Assignment

December 10, 1998                                                               

To:      Federacja Sp. z o.o.                                                   
ul. Powsinska 4                                               
Warszawa                                                      

CME Programming Services Inc. ("CMEPS") hereby notifies that, pursuant to the   
Assignment Agreement dated December 10, 1998 between CMEPS and ITI Holdings S.A.
("ITI"), CMEPS has agreed to and assigned to ITI all of its receivables         
outstanding as of November 30, 1998 under the Programming Services Agreement    
dated as of August 1, 1997, executed by and between CMEPS and Federacja Sp. z   
o.o. (the "Receivables").                                                       

In view of the above the Receivables should be paid by you directly to ITI      
pursuant to its instructions. ITI alone will be authorized and empowered to     
request the payment of the Receivables.                                         

CME PROGRAMMING SERVICES Inc.                                                   

By:                                                                             
Name:                                                                           
Title:                                                                          

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                                                                     Exhibit G-2

 ASSIGNMENT OF RECEIVABLES AGREEMENT

This assignment of receivables agreement (the "Agreement") has been entered into
on this 10th day of December 1998 by and between                                

CME Programming Services Inc., a corporation organized and operating under the  
laws of Delaware, USA with its office at 18 D'Arblay Street, London W1V 3FP     
(hereinafter referred to as the "Assignor")                                     

and                                                                             

International Trading and Investments Holdings S.A. ("ITI"), a joint stock      
company organized and operating under the laws of Luxembourg, with its seat at  
16 Rue Eugene Ruppert, Luxembourg (hereinafter referred to as the "Assignee").  

WHEREAS:                                                                        

A. The Assignor and TVN Sp. z.o.o., a limited liability company organized and   
operating under the laws of the Republic of Poland with its seat at Augustowka  
Street 3, Warsaw, Poland (hereinafter referred to as the "Debtor"), have entered
into the Programming Services Agreement dated as of December 1, 1996            
("Programming Services Agreement"), under the terms of which the Assignor       
rendered various services for the benefit of the Debtor;                        

B. The Assignor has not received full payment for its services performed under  
the Programming Services Agreement and the outstanding payments due to the      
Assignor from the Debtor as of November 30, 1998 amount to 1,082,033 U.S.       
Dollars (the "Receivables")                                                     

C. Pursuant to the terms of the Sale and Purchase Agreement dated December 10,  
1998, entered into between Central European Media Enterprises Ltd. ("CME") and  
the Assignee, CME has undertaken an obligation to cause that the Assignor       
assigns to the Assignee the Receivables for the agreed upon consideration;      

NOW THEREFORE, THE PARTIES AGREE AS FOLLOWS:                                    

1.       Assignment                                                             

       For good and valuable consideration of USD 1,082,033, the receipt and
sufficiency of which is hereby confirmed, the Assignor hereby irrevocably and   
unconditionally assigns to the Assignee the Receivables and the Assignee hereby 
accepts such assignment.                                                        

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2.       Notice of Assignment                                                   

The Assignor shall forthwith execute a notice of assignment of
Receivables addressed to the Debtor attached hereto.                            

3.       Costs and taxes                                                        

   Any transfer taxes or stamp duties payable in connection with the
execution of this Assignment Agreement shall be borne by the Assignee.          

4.       Governing Law and Settlement of Disputes                               

     This agreement will be governed by Dutch law and any controversy or
claim arising out of or relating to this Agreement, including any question      
regarding its existence, validity, interpretation or breach, shall be settled by
arbitration. The arbitration shall be held in London, England and, except to the
extent inconsistent with this Agreement, shall be conducted in accordance with  
the Rules of the LCIA Arbitration International in effect at the time of the    
arbitration. The arbitration shall be conducted in the English language. The    
arbitration proceedings, all documents and all testimony, written or oral,      
produced in connection therewith, and the arbitration award shall be            
confidential.                                                                   

     The arbitration tribunal shall consist of three arbitrators each of
whom shall be a practicing lawyer or professor of law. The party initiating     
arbitration (the "Claimant") shall nominate its arbitrator in its request for   
arbitration (the "Request"). The other party (the "Respondent") shall nominate  
its arbitrator within 30 days of receipt of the Request (whether the Request is 
received from the Claimant or from the LCIA Arbitration International ) and     
shall notify the Claimant of such nomination in writing. If the Respondent fails
to nominate an arbitrator within such 30-day period, the arbitrator named in the
Request shall decide the controversy or claim as a sole arbitrator. Otherwise,  
the two arbitrators nominated by the parties shall nominate a third arbitrator  
within 30 days after the Respondent has notified Claimant of the nomination of  
the Respondent's arbitrator. When the arbitrators nominated by the Claimant and 
Respondent have nominated a third arbitrator and the third arbitrator has       
accepted the nomination, the two arbitrators shall promptly notify the parties  
of the nomination of the third arbitrator. If the two arbitrators nominated by  
the parties fail or are unable so to nominate a third arbitrator and so notify  
the parties, either party may request the LCIA Arbitration International to     
appoint the third arbitrator. The LCIA Arbitration International shall select   
the third arbitrator within 30 days after such request, and shall thereafter    
notify the parties of the appointment of the tribunal. The third arbitrator     
shall act as Chairman of the tribunal.                                          

        In addition to the authority conferred on the arbitrators by the Rules
of the LCIA Arbitration International and by law, the arbitrators shall have the
authority to order such discovery and production of documents, including the    
deposition of party witnesses, and to                                           

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make such orders for interim relief, including injunctive relief, as they deem  
just and equitable.                                                             

        The arbitral award may grant any relief available under the applicable
law, including, without limitation, specific performance. The arbitral award    
shall state the reasons for the award and relief granted, shall be final and    
binding on the parties to the arbitration, and may include an award of costs,   
including reasonable attorneys' fees and disbursements.                         

         The foregoing agreement to arbitrate shall be specifically enforceable.

      The Parties expressly agree that leave to appeal under section 69 of
the English Arbitration Act 1996 (the "1996 Act") may not be sought with respect
to any question of law arising from an award, nor application made under 45 of  
the 1996 Act with respect to any question of law.                               

CME Programming Services, Inc.           International Trading and Investments  
               Holdings S.A.

By:                                      By:                                    
Name:                                    Name:                                  
Title:                                   Title:                                 

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Notice of Assignment

December 10, 1998                                                               

To:      TVN Sp. z o.o.                                                         
ul. Augustowka 3                                              
Warszawa                                                      

CME Programming Services Inc. ("CMEPS") hereby notifies that, pursuant to the   
Assignment Agreement dated December 10, 1998 between CMEPS and ITI Holdings S.A.
("ITI"), CMEPS has agreed to and assigned to ITI all of its receivables         
outstanding as of November 30, 1998 under the Programming Services Agreement    
dated as of December 1, 1996, executed by and between CMEPS and TVN Sp. z o.o.  
(the "Receivables").                                                            

In view of the above the Receivables should be paid by you directly to ITI      
pursuant to its instructions. ITI alone will be authorized and empowered to     
request the payment of the Receivables.                                         

CME PROGRAMMING SERVICES Inc.                                                   

By:                                                                             
Name:                                                                           
Title:                                                                          

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                                                                     Exhibit H-1

 ASSIGNMENT OF RECEIVABLES AGREEMENT

This Assignment of receivables agreement (the "Agreement") has been entered into
on this 10th day of December 1998 by and between                                

CME Development Corporation, a corporation organized and operating under the    
laws of Delaware, USA with its office at 18 D'Arblay Street, London WIV 3FP     
(hereinafter referred to as the "Assignor")                                     

and                                                                             

International Trading and Investments Holdings S.A. ("ITI"), a joint stock      
company organized and operating under the laws of Luxembourg, with its seat at  
16 Rue Eugene Ruppert, Luxembourg (hereinafter referred to as the "Assignee").  

WHEREAS:                                                                        

A. The Assignor and Federacja Sp. z o.o., a limited liability company organized 
and operating under the laws of the Republic of Poland with its seat at         
Powsinska Street 4, Warsaw, Poland (hereinafter referred to as the "Debtor"),   
have entered into the Management Services Agreement dated as of August 1, 1997  
("Management Services Agreement"), under the terms of which the Assignor        
rendered various services for the benefit of the Debtor;                        

B. The Assignor has not received full payment for its services performed under  
the Management Services Agreement and the outstanding payments due to the       
Assignor from the Debtor as of November 30, 1998 amount to 2,637,527.00 U.S.    
Dollars (the "Receivables");                                                    

C. Pursuant to the terms of the Sale and Purchase Agreement dated December 10,  
1998, entered into between Central European Media Enterprises Ltd. ("CME") and  
the Assignee, CME has undertaken an obligation to cause that the Assignor       
assigns to the Assignee the Receivables for the agreed upon consideration;      

NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS:                                   

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1.       Assignment                                                             

              For good and valuable consideration of USD 785,085.00, the
receipt and sufficiency of which is hereby confirmed, the Assignor hereby       
irrevocably and unconditionally assigns to the Assignee the Receivables and the 
Assignee hereby accepts such assignments.                                       

2.       Notice of Assignment                                                   

                  The Assignor shall forthwith execute a notice of assignment of
Receivables addressed to the Debtor attached hereto.                            

3.       Costs and taxes                                                        

                 Any transfer taxes or stamp duties payable in connection with
the execution of this Assignment Agreement shall be borne by the Assignee.      

4.       Governing Law and Settlement of Disputes                               

     This agreement will be governed by Dutch law and any controversy or
claim arising out of or relating to this Agreement, including any question      
regarding its existence, validity, interpretation or breach, shall be settled by
arbitration. The arbitration shall be held in London, England and, except to the
extent inconsistent with this Agreement, shall be conducted in accordance with  
the Rules of the LCIA Arbitration International in effect at the time of the    
arbitration. The arbitration shall be conducted in the English language. The    
arbitration proceedings, all documents and all testimony, written or oral,      
produced in connection therewith, and the arbitration award shall be            
confidential.                                                                   

     The arbitration tribunal shall consist of three arbitrators each of
whom shall be a practicing lawyer or professor of law. The party initiating     
arbitration (the "Claimant") shall nominate its arbitrator in its request for   
arbitration (the "Request"). The other party (the "Respondent") shall nominate  
its arbitrator within 30 days of receipt of the Request (whether the Request is 
received from the Claimant or from the LCIA Arbitration International ) and     
shall notify the Claimant of such nomination in writing. If the Respondent fails
to nominate an arbitrator within such 30-day period, the arbitrator named in the
Request shall decide the controversy or claim as a sole arbitrator. Otherwise,  
the two arbitrators nominated by the parties shall nominate a third arbitrator  
within 30 days after the Respondent has notified Claimant of the nomination of  
the Respondent's arbitrator. When the arbitrators nominated by the Claimant and 
Respondent have nominated a third arbitrator and the third arbitrator has       
accepted the nomination, the two arbitrators shall promptly notify the parties  
of the nomination of the third arbitrator. If the two arbitrators nominated by  
the parties fail or are unable so to nominate a third arbitrator and so notify  
the parties, either party may request the LCIA Arbitration International to     
appoint the third                                                               

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arbitrator. The LCIA Arbitration International shall select the third arbitrator
within 30 days after such request, and shall thereafter notify the parties of   
the appointment of the tribunal. The third arbitrator shall act as Chairman of  
the tribunal.                                                                   

        In addition to the authority conferred on the arbitrators by the Rules
of the LCIA Arbitration International and by law, the arbitrators shall have the
authority to order such discovery and production of documents, including the    
deposition of party witnesses, and to make such orders for interim relief,      
including injunctive relief, as they deem just and equitable.                   

        The arbitral award may grant any relief available under the applicable
law, including, without limitation, specific performance. The arbitral award    
shall state the reasons for the award and relief granted, shall be final and    
binding on the parties to the arbitration, and may include an award of costs,   
including reasonable attorneys' fees and disbursements.                         

         The foregoing agreement to arbitrate shall be specifically enforceable.

      The Parties expressly agree that leave to appeal under section 69 of
the English Arbitration Act 1996 (the "1996 Act") may not be sought with respect
to any question of law arising from an award, nor application made under 45 of  
the 1996 Act with respect to any question of law.                               

CME Development, Inc.        International Trading and Investments Holdings S.A.

By:                          By:                                                
Name:                        Name:                                              
Title:                       Title:                                             

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Notice of Assignment

December 10, 1998                                                               

To:      Federacja Sp. z o.o.                                                   
ul. Powsinska 4                                               
Warszawa                                                      

CME Development Corporation ("CMED") hereby notifies that, pursuant to the      
Assignment Agreement dated December 10, 1998 between CMED and ITI Holdings S.A. 
("ITI"), CMED has agreed to and assigned to ITI all of its receivables          
outstanding as of November 30, 1998 under the Management Services Agreement     
dated as of August 1, 1997, executed by and between CMED and Federacja Sp. z    
o.o. (the "Receivables").                                                       

In view of the above the Receivables should be paid by you directly to ITI      
pursuant to its instructions. ITI alone will be authorized and empowered to     
request the payment of the Receivables.                                         

CME DEVELOPMENT CORPORATION                                                     

By:                                                                             
Name:                                                                           
Title:                                                                          

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                                                                     Exhibit H-2

 ASSIGNMENT OF RECEIVABLES AGREEMENT

This Assignment of receivables agreement (the "Agreement") has been entered into
on this 10th day of December 1998 by and between                                

CME Development Corporation, a corporation organized and operating under the    
laws of Delaware, USA with its office at 18 D'Arblay Street, London WIV 3FP     
(hereinafter referred to as the "Assignor")                                     

and                                                                             

International Trading and Investments Holdings S.A. ("ITI"), a joint stock      
company organized and operating under the laws of Luxembourg, with its seat at  
16 Rue Eugene Ruppert, Luxembourg (hereinafter referred to as the "Assignee").  

WHEREAS:                                                                        

A. The Assignor and TVN Sp. z o.o., a limited liability company organized and   
operating under the laws of the Republic of Poland with its seat at Augustowka  
Street 3, Warsaw, Poland (hereinafter referred to as the "Debtor"), have entered
into a management services agreement dated as of August 1, 1997 ("Management    
Services Agreement"), under the terms of which the Assignor rendered various    
services for the benefit of the Debtor;                                         

B. The Assignor has not received full payment for its services performed under  
the Management Services Agreement and the outstanding payments due to the       
Assignor from the Debtor as of November 30, 1998 amount to 1,376,341.00 U.S.    
Dollars (the "Receivables");                                                    

C. Pursuant to the terms of the Sale and Purchase Agreement dated December 10,  
1998, entered into between Central European Media Enterprises Ltd. ("CME") and  
the Assignee, CME has undertaken an obligation to cause that the Assignor       
assigns to the Assignee the Receivables for the agreed upon consideration;      

NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS:                                   

1.       Assignment                                                             

            For good and valuable consideration of 1,376,341.00, the
receipt and sufficiency of which is hereby confirmed, the Assignor hereby       
irrevocably and unconditionally assigns to the Assignee the Receivables and the 
Assignee hereby accepts such assignment.                                        

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2.       Notice of Assignment                                                   

                  The Assignor shall forthwith execute a notice of assignment of
Receivables addressed to the Debtor attached hereto.                            

3.       Costs and taxes                                                        

                 Any transfer taxes or stamp duties payable in connection with
the execution of this Assignment Agreement shall be borne by the Assignee.      

4.       Governing Law and Settlement of Disputes                               

        This agreement will be governed by Dutch law and any
controversy or claim arising out of or relating to this Agreement, including any
question regarding its existence, validity, interpretation or breach, shall be  
settled by arbitration. The arbitration shall be held in London, England and,   
except to the extent inconsistent with this Agree ment, shall be conducted in   
accordance with the Rules of the LCIA Arbitration International in effect at the
time of the arbitration. The arbitration shall be conducted in the English      
language. The arbitration proceedings, all documents and all testimony, written 
or oral, produced in connection therewith, and the arbitration award shall be   
confidential.                                                                   

               The arbitration tribunal shall consist of three arbitrators
each of whom shall be a practicing lawyer or professor of law. The party        
initiating arbitration (the "Claimant") shall nominate its arbitrator in its    
request for arbitration (the "Request"). The other party (the "Respondent")     
shall nominate its arbitrator within 30 days of receipt of the Request (whether 
the Request is received from the Claimant or from the LCIA Arbitration          
International ) and shall notify the Claimant of such nomination in writing. If 
the Respondent fails to nominate an arbitrator within such 30-day period, the   
arbitrator named in the Request shall decide the controversy or claim as a sole 
arbitrator. Otherwise, the two arbitrators nominated by the parties shall       
nominate a third arbitrator within 30 days after the Respondent has notified    
Claimant of the nomination of the Respondent's arbitrator. When the arbitrators 
nominated by the Claimant and Respondent have nominated a third arbitrator and  
the third arbitrator has accepted the nomination, the two arbitrators shall     
promptly notify the parties of the nomination of the third arbitrator. If the   
two arbitrators nominated by the parties fail or are unable so to nominate a    
third arbitrator and so notify the parties, either party may request the LCIA   
Arbitration International to appoint the third arbitrator. The LCIA Arbitration 
International shall select the third arbitrator within 30 days after such       
request, and shall thereafter notify the parties of the appointment of the      
tribunal. The third arbitrator shall act as Chairman of the tribunal.           

                In addition to the authority conferred on the arbitrators by
the Rules of the LCIA Arbitration International and by law, the arbitrators     
shall have the authority to order such discovery and production of documents,   
including the deposition of party witnesses,                                    

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and to make such orders for interim relief, including injunctive relief, as they
deem just and equitable.                                                        

               The arbitral award may grant any relief available under the
applicable law, including, without limitation, specific performance. The        
arbitral award shall state the reasons for the award and relief granted, shall  
be final and binding on the parties to the arbitration, and may include an award
of costs, including reasonable attorneys' fees and disbursements.               

              The foregoing agreement to arbitrate shall be specifically
enforceable.                                                                    

                  The Parties expressly agree that leave to appeal under section
69 of the English Arbitration Act 1996 (the "1996 Act") may not be sought with  
respect to any question of law arising from an award, nor application made under
45 of the 1996 Act with respect to any question of law.                         

CME Development Corporation                International Trading and Investments
                   Holdings S.A.

By:                                        By:                                  
Name:                                      Name:                                
Title:                                     Title:                               

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Notice of Assignment

December 10, 1998                                                               

To:      TVN Sp. z o.o.                                                         
ul. Augustowka 3                                              
Warszawa                                                      

CME Development Corporation ("CMED") hereby notifies that, pursuant to the      
Assignment Agreement dated December 10, 1998 between CMED and ITI Holdings S.A. 
("ITI"), CMED has agreed to and assigned to ITI all of its receivables          
outstanding as of November 30, 1998 under the management service agreement dated
as of August 1, 1997 executed by and between CMED and TVN Sp. z o.o. (the       
"Receivables").                                                                 

In view of the above the Receivables should be paid by you directly to ITI      
pursuant to its instructions. ITI alone will be authorized and empowered to     
request the payment of the Receivables.                                         

CME DEVELOPMENT CORPORATION                                                     

By:                                                                             
Name:                                                                           
Title:                                                                          

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                                                                     Exhibit I-1

 R E L E A S E

                  KNOW ALL MEN BY THESE PRESENTS, that, each of CENTRAL EUROPEAN
MEDIA ENTERPRISES LTD., a company organized under the laws of Bermuda, CME MEDIA
ENTERPRISES B.V., a company organized under the laws of the Netherlands, CME    
POLAND B.V., a company organized under the laws of the Netherlands, CME         
DEVELOPMENT CORPORATION, a company organized under the laws of the State of     
Delaware, CME PROGRAMMING SERVICES, a company organized under the laws of the   
State of Delaware, and CME PROGRAMMING SERVICES B.V., a company organized under 
the laws of the Netherlands, (the "Releasors"), for good and valuable           
consideration, the receipt and sufficiency of which is hereby acknowledged;     

 RELEASES AND FOREVER DISCHARGES INTERNATIONAL
TRADING AND INVESTMENTS  HOLDINGS S.A., a company organized under the           
laws of Luxembourg, and each of its subsidiaries and affiliates and each of     
their respective officers, directors, shareholders, principals, agents,         
employees, representatives, heirs, successors and assigns, including without    
limitation all persons appointed by ITI Holdings or any affiliate of ITI        
Holdings to the management boards and supervisory boards of TVN Sp. Z O.O.,     
Federacja Sp. Z O.O., Neovision Holding B.V. and ITI Media Group N.V.           
(collectively, the "Releasees");                                                

              FROM ANY AND ALL claims, counterclaims, actions, causes of
action, suits, debts, dues, sums of money, accounts, rents, reckonings, bonds,  
bills, specialties, covenants, contracts, controversies, agreements, promises,  
variances, trespasses, damages, judgments, executions and demands of any kind or
nature whatsoever, in law, admiralty or equity, whether known or unknown, which 
the Releasors ever had, now have or hereafter can, shall or may have against the
Releasees by reason of any matter, cause or thing from the beginning of the     
world to the date of this Release, excepting only actual fraud.                 

                IN FURTHERANCE OF THE FOREGOING RELEASE, the Releasor hereby
covenants and agrees to indemnify and hold harmless each of the Releasees from  
and against any and all liabilities, obligations, losses, costs and damages,    
whether absolute, accrued, conditional or otherwise (any of the foregoing,      
"Liabilities"), resulting from or arising out of any action taken by the        
Releasor or any of its officers, directors, shareholders, principals, agents,   
employees, representatives, heirs, successors, assigns and affiliates           
inconsistent with this Release. In the event that any Releasee is required to   
make any payment under or otherwise incurs any Liability with respect to its    
actions or failures to act covered by this Release, Releasor shall pay to such  
entity or person on demand such amount as shall result in such entity or person 
receiving from the Releasor an amount in cash equal to such payment or          
Liability.                                                                      

                  THIS RELEASE may not be modified except by a writing signed by
duly authorized representatives of the party against which enforcement of such  
modification is sought.                                                         

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          THIS RELEASE shall be governed by, and interpreted and
enforced in accordance with, the laws of the State of New York, without giving  
effect to the conflicts of law rules thereof.                                   

                IN WITNESS WHEREOF, the Releasors have executed this Release
by its duly authorized officers on December 10, 1998.                           

CENTRAL EUROPEAN MEDIA                      CME POLAND B.V.                     
ENTERPRISES LTD.                                                        

By: _________________________               By:  _________________________      
Name:                                        Name:                      
Title:                                       Title:                     

CME DEVELOPMENT CORP.                       CME PROGRAMMING SERVICES INC.       

By: _________________________               By:  _________________________      
Name:                                        Name:                      
Title:                                       Title:                     

CME MEDIA ENTERPRISES B.V.                  CME PROGRAMMING SERVICES B.V.       

By: __________________________              By:  _________________________      
Name:                                        Name:                      
Title:                                       Title:                     

2 

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                                                                     Exhibit I-2

 R E L E A S E

                KNOW ALL MEN BY THESE PRESENTS, that each of ITI TRADING AND
INVESTMENTS HOLDINGS S.A., a company organized under the laws of Luxembourg, ITI
MEDIA GROUP N.V., a company organized under the laws of the Netherlands         
Antilles, N-VISION B.V., a company organized under the laws of the Netherlands, 
NEOVISION HOLDING B.V., a company organized under the laws of the Netherlands,  
UNIDOME BEHEER B.V., a company organized under the laws of the Netherlands, and 
ITI TV HOLDINGS SP. Z O.O., a company organized under the laws of Poland        
(collectively, the "Releasors"), for good and valuable consideration, the       
receipt and sufficiency of which is hereby acknowledged;                        

          RELEASES AND FOREVER DISCHARGES CENTRAL EUROPEAN MEDIA
ENTERPRISES LTD., a company organized under the laws of Bermuda ("CME"), each of
its subsidiaries and affiliates, and each of their respective officers,         
directors, shareholders, principals, agents, employees, representatives, heirs, 
successors and assigns, including without limitation all persons appointed by   
CME or any affiliate of CME to the management boards and supervisory boards of  
TVN Sp. Z O.O., Federacja Sp. Z O.O. and Endemol Neovision Sp. Z O.O.           
(collectively, the "Releasees");                                                

              FROM ANY AND ALL claims, counterclaims, actions, causes of
action, suits, debts, dues, sums of money, accounts, rents, reckonings, bonds,  
bills, specialties, covenants, contracts, controversies, agreements, promises,  
variances, trespasses, damages, judgments, executions and demands, of any kind  
of nature whatsoever, in law, admiralty or equity, whether known or unknown,    
which the Releasors ever had, now have or hereafter can, shall or may have      
against the Releasees by reason of any matter, cause or thing from the beginning
of the world to the date of this Release, excepting only fraud.                 

                IN FURTHERANCE OF THE FOREGOING RELEASE, the Releasor hereby
covenants and agrees to indemnify and hold harmless each of the Releasees from  
and against any and all liabilities, obligations, losses, costs and damages,    
whether absolute, accrued, conditional or otherwise (any of the foregoing,      
"Liabilities"), resulting from or arising out of any action taken by the        
Releasor or any of its officers, directors, shareholders, principals, agents,   
employees, representatives, heirs, successors, assigns and affiliates           
inconsistent with this Release. In the event that any Releasee is required to   
make any payment under or otherwise incurs any Liability with respect to its    
actions or failures to act covered by this Release, Releasor shall pay to such  
entity or person on demand such amount as shall result in such entity or person 
receiving from the Releasor an amount in cash equal to such payment or          
Liability.                                                                      

                  THIS RELEASE may not be modified except by a writing signed by
duly authorized representatives of the party against which enforcement of such  
modification is sought.                                                         

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          THIS RELEASE shall be governed by, and interpreted and
enforced in accordance with, the laws of the State of New York, without giving  
effect to the conflicts of law rules thereof.                                   

               IN WITNESS WHEREOF, each of the Releasors has executed this
Release by its duly authorized officer on December 10, 1998.                    

INTERNATIONAL TRADING AND                   NEOVISION HOLDING B.V.              
INVESTMENTS HOLDINGS S.A.                                                       

By: _________________________               By:  _________________________      
Name:                                        Name:                      
Title:                                       Title:                     

ITI MEDIA GROUP N.V.                        UNIDOME BEHEER B.V.                 

By: _________________________               By:  _________________________      
Name:                                        Name:                      
Title:                                       Title:                     

N-VISION B.V.                               ITI TV HOLDINGS SP. Z O.O.          

By: _________________________               By:  _________________________      
Name:                                        Name:                      
Title:                                       Title:                     

2 

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                                                                     Exhibit J-1

 R E L E A S E

                  KNOW ALL MEN BY THESE PRESENTS, that TVN SP. Z O.O., a company
organized under the laws of Poland (the "Releasor"), for good and valuable      
consideration, the receipt and sufficiency of which is hereby acknowledged;     

              RELEASES AND FOREVER DISCHARGES (i) Central European Media
Enterprises Ltd., a company organized under the laws of Bermuda and its         
officers, directors, shareholders, principals, agents, employees,               
representatives, heirs, successors and assigns, (ii) each of its subsidiaries   
and affiliates and each of their respective officers, directors, shareholders,  
principals, agents, employees, representatives, heirs, successors and assigns,  
and (iii) each of the nominees of any of entities or persons included in the    
foregoing clauses (i) and (ii) who has ever served as an officer, employee or   
member of the supervisory board or management board of the Releasor             
(collectively, the "Releasees");                                                

              FROM ANY AND ALL claims, counterclaims, actions, causes of
action, suits, debts, dues, sums of money, accounts, rents, reckonings, bonds,  
bills, specialties, covenants, contracts, controversies, agreements, promises,  
variances, trespasses, damages, judgments, executions and demands of any kind or
nature whatsoever, in law, admiralty or equity, whether known or unknown, which 
the Releasor ever had, now has or hereafter can, shall or may have against the  
Releasees by reason of any matter, cause or thing from the beginning of the     
world to the date of this Release, excepting only fraud.                        

                IN FURTHERANCE OF THE FOREGOING RELEASE, the Releasor hereby
covenants and agrees to indemnify and hold harmless each of the Releasees from  
and against any and all liabilities, obligations, losses, costs and damages,    
whether absolute, accrued, conditional or otherwise (any of the foregoing,      
"Liabilities"), resulting from or arising out of any action taken by the        
Releasor or any of its officers, directors, shareholders, principals, agents,   
employees, representatives, heirs, successors, assigns and affiliates           
inconsistent with this Release. In the event that any Releasee is required to   
make any payment under or otherwise incurs any Liability with respect to its    
actions or failures to act covered by this Release, Releasor shall pay to such  
entity or person on demand such amount as shall result in such entity or person 
receiving from the Releasor an amount in cash equal to such payment or          
Liability.                                                                      

                  THIS RELEASE may not be modified except by a writing signed by
duly authorized representatives of the party against which enforcement of such  
modification is sought.                                                         

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          THIS RELEASE shall be governed by, and interpreted and
enforced in accordance with, the laws of the State of New York, without giving  
effect to the conflicts of law rules thereof.                                   

                 IN WITNESS WHEREOF, the Releasor has executed this Release by
its duly authorized officer on December 10, 1998.                               

                      TVN SP. Z O.O.

                                      By:  _________________________
                       Name:
                        Title:

2 

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                                                                     Exhibit J-2

 R E L E A S E

                KNOW ALL MEN BY THESE PRESENTS, that FEDERACJA SP. Z O.O., a
company organized under the laws of Poland (the "Releasor"), for good and       
valuable consideration, the receipt and sufficiency of which is hereby          
acknowledged;                                                                   

              RELEASES AND FOREVER DISCHARGES (i) Central European Media
Enterprises Ltd., a company organized under the laws of Bermuda and its         
officers, directors, shareholders, principals, agents, employees,               
representatives, heirs, successors and assigns, (ii) each of its subsidiaries   
and affiliates and each of their respective officers, directors, shareholders,  
principals, agents, employees, representatives, heirs, successors and assigns,  
and (iii) each of the nominees of any of entities or persons included in the    
foregoing clauses (i) and (ii), who has ever served as an officer, employee or  
member of the supervisory board or management board of the Releasor             
(collectively, the "Releasees");                                                

              FROM ANY AND ALL claims, counterclaims, actions, causes of
action, suits, debts, dues, sums of money, accounts, rents, reckonings, bonds,  
bills, specialties, covenants, contracts, controversies, agreements, promises,  
variances, trespasses, damages, judgments, executions and demands of any kind or
nature whatsoever, in law, admiralty or equity, whether known or unknown, which 
the Releasor ever had, now has or hereafter can, shall or may have against the  
Releasees by reason of any matter, cause or thing from the beginning of the     
world to the date of this Release, excepting only fraud.                        

                IN FURTHERANCE OF THE FOREGOING RELEASE, the Releasor hereby
covenants and agrees to indemnify and hold harmless each of the Releasees from  
and against any and all liabilities, obligations, losses, costs and damages,    
whether absolute, accrued, conditional or otherwise (any of the foregoing,      
"Liabilities"), resulting from or arising out of any action taken by the        
Releasor or any of its officers, directors, shareholders, principals, agents,   
employees, representatives, heirs, successors, assigns and affiliates           
inconsistent with this Release. In the event that any Releasee is required to   
make any payment under or otherwise incurs any Liability with respect to its    
actions or failures to act covered by this Release, Releasor shall pay to such  
entity or person on demand such amount as shall result in such entity or person 
receiving from the Releasor an amount in cash equal to such payment or          
Liability.                                                                      

                  THIS RELEASE may not be modified except by a writing signed by
duly authorized representatives of the party against which enforcement of such  
modification is sought.                                                         

          THIS RELEASE shall be governed by, and interpreted and
enforced in accordance with, the laws of the State of New York, without giving  
effect to the conflicts of law rules thereof.                                   

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                 IN WITNESS WHEREOF, the Releasor has executed this Release by
its duly authorized officer on December 10, 1998.                               

                            FEDERACJA SP. Z O.O.

                                      By:  _________________________
                       Name:
                        Title:

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                                                                       Exhibit L

 JOINT PRESS RELEASE

     Central European Media Enterprises Ltd. (CME) and
International Trading and Investments Holdings S.A. (ITI) announced today that  
CME has sold its interest in the TVN television project in Poland to the ITI    
affiliates for consideration consisting of approximately $10 million dollars in 
cash, a three-year note in a principal amount of $40 million that is convertible
into equity securities of ITI, and the assumption by ITI of various obligations 
of CME and its affiliates in respect of programming, satellite and bank         
financing relating to the Polish television project.                            

             Michel Delloye, the CEO of CME said: "Differences of view
between CME and our ITI partners concerning the direction of the Polish         
television project made it desirable to arrange for an amicable separation,     
which both we and ITI consider highly beneficial for the parties. We wish TVN   
every success."                                                                 

                  Mariusz Walter, the Chairman of TVN said: "We are gratified to
have acquired one hundred percent ownership of the TVN media properties and look
forward to their continued development and growth."                             

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                                                                   Schedule 2(r)

 Agreements To Be Terminated

1. Federacja Sp. z o.o. Shareholders Agreement, dated August 1, 1997, among ITI 
Media Group N.V., Unidome Beheer B.V., CME Media Enterprises B.V., CME Poland   
B.V. and Federacja Sp. z o.o.                                                   

2. ITI Media Group N.V. Shareholders Agreement, dated August 1, 1997, among     
International Trade and Investments Holdings S.A., ITI Media Group N.V., ITI    
Media Group N.V. and CME Poland B.V.                                            

3. Investment Agreement, dated as of August 1, 1997, among International Trade  
and Investments Holdings S.A., ITI Media Group N.V., Unidome Beheer B.V., CME   
Poland B.V. and CME Media Enterprises B.V.                                      

4. TVN Sp. z o.o. Shareholder Agreement, dated as of May 25, 1995, between ITI  
TV Holdings Sp. z o.o and CME Media Enterprises B.V.                            

5. Programming Services Agreement, dated as of December 1, 1996, between CME    
Programming Services Inc. and TVN Sp. z o.o.                                    

6. Programming Services Agreement, dated as of August 1, 1997, between CME      
Programming Services Inc. and Federacja Sp. z o.o.                              

7. Management Services Agreement, dated as of August 1, 1997, between CME       
Development Corporation and TVN Sp. z o.o.                                      

8. Management Services Agreement, dated as of August 1, 1997, between CME       
Development Corporation and Federacja Sp. z o.o.                                

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                                                                 SCHEDULE 5.1(a)

CME Programming Commitments on behalf of TVN and Federacja
as of December 1, 1998
(amounts in US$)

                                                        [Enlarge/Download Table]


                                                                                                DEC 1, 1998

                                                                                                  AMOUNTS  
                       CONTRACT                                     TOTAL          AMOUNTS      OUTSTANDING
                        NUMBER                CONTRACT   NO. OF   COMMITMENT         PAID           TO     
       SUPPLIER      if applicable              DATE     HOURS     (NOTE 1)   TO DEC. 1, 1998  DISTRIBUTORS
       --------      -------------            --------   ------   ----------  ---------------  ------------
                                                                                                           
BBDO                     N/A                  7/19/97    408.5    1,001,550        828,194        173,356  
BEYOND                   4489                 1/29/97     13.0       45,500         45,500              0  
BEYOND                   4490                 1/29/97     13.0       45,500         45,500              0  
BRITE                                          8/6/97               117,000        114,750          2,250  
BRITE                    9648                             80.0      205,000        164,000         41,000  
CINE FILMS               N/A                   9/1/97     90.0      820,000        820,000              0  
DARO                  7515/12/96             12/12/96     88.5      259,500        259,500              0  
FOX (Fire Co. 132)      88105                 9/19/97     13.0       39,000         39,000              0  
FOX (Buffy 1)           88106                 9/19/97     12.0       36,000         36,000              0  
FOX (Temp. Yours)       88107                 9/19/97      6.0        9,000          9,000              0  
FOX (Pauly)             88108                 9/19/97      3.5       10,500         10,500              0  
FOX (L.A. Law 3-8)      88109                 9/19/97    130.0      195,000        195,000              0  
FOX (Millenium 1)       88131                 9/19/97     22.0      132,000        132,000              0  
FOX (Pacific Drive)     88443                 9/19/97    130.0      130,000        105,413         24,587  
FOX (Buffy 2)            --                   3/13/98     22.0      132,000         26,400        105,600  
FOX (Millenium 2)        --                   3/13/98     23.0      195,500         39,100        156,400  
FOX (specials)          88104                 9/19/97     10.0       19,500         19,500              0  
FOX (When Disaster       --                   3/13/98      2.0        6,000          1,200          4,800  
Strikes)                                                                                                   

FOX MOVIES             88090/A                9/19/97    300.0    1,800,000      1,440,000        360,000  
HAMBLETON RIGEL LD       R502                  5/6/97      6.0       90,000         21,200         68,800  
HAMBLETON RIGEL        Various                 5/6/97    117.0      440,000         74,400        365,600  
ICON                 97-104-1/2/3/4            7/1/97     82.0      500,000        424,564         75,436  
ICON 2               97-146-1/2/3             10/2/97     34.0      113,000        166,600        (53,600) 
KELLER                   N/A                 11/11/96     57.5      145,750        117,150         28,600  
MGM                    97-0631                 6/1/97    549.5    4,146,000      4,146,000              0  
MEDIASET               Various                12/2/96    953.9    1,899,500      1,440,890        458,610  
ORION/MGM                --                   4/22/97    198.0      728,629              0        728,629  
SABAN                  8160/97                12/1/97     --      5,000,000        465,110      4,534,890  
SUMMIT                 Various                 5/1/97     46.0      342,000        342,000              0  
VISION                   N/A                   4/1/97     60.0      390,000        390,000              0  
WARNER BROS            1210420                8/21/97    158.5    1,101,000      1,101,000              0  
                                                  N/A                                                      

         TOTAL                                                   20,094,429     13,019,471      7,074,958  


                                                                         JAN 31, 1999                      
                                Payment schedule                                                           
                                                                            AMOUNTS                        
                        Amounts due and       Amounts due                 OUTSTANDING                      
                        outstanding through       in           TOTAL          TO                           
       SUPPLIER         December 1, 1998     January 1999                DISTRIBUTORS                      
       --------         -------------------  ------------      -----     ------------                      
                                                                                                           
BBDO                                           173,356        173,356               0                      
BEYOND                             0                 0              0               0                      
BEYOND                             0                 0              0               0                      
BRITE                                                0              0           2,250                      
BRITE                         29,250                 0         29,250          11,750                      
CINE FILMS                         0                 0              0               0                      
DARO                               0                 0              0               0                      
FOX (Fire Co. 132)                 0                 0              0               0                      
FOX (Buffy 1)                      0                 0              0               0                      
FOX (Temp. Yours)                  0                 0              0               0                      
FOX (Pauly)                        0                 0              0               0                      
FOX (L.A. Law 3-8)                 0                 0              0               0                      
FOX (Millenium 1)                  0                 0              0               0                      
FOX (Pacific Drive)           24,587                 0         24,587               0                      
FOX (Buffy 2)                 79,200                 0         79,200          26,400                      
FOX (Millenium 2)            117,300                 0        117,300          39,100                      
FOX (specials)                     0                 0              0               0                      
FOX (When Disaster             3,600                 0          3,600           1,200                      
Strikes)                                                                                                   

FOX MOVIES                   360,000                 0        360,000               0                      
HAMBLETON RIGEL LD            36,000            18,000         54,000          14,800                      
HAMBLETON RIGEL               36,800                 0         36,800         328,800                      
ICON                               0                 0              0          75,436                      
ICON 2                             0                 0              0         (53,600)                     
KELLER                        26,500                 0         26,500           2,100                      
MGM                                0                 0              0               0                      
MEDIASET                     458,610                 0        458,610               0                      
ORION/MGM                          0                 0              0         728,629                      
SABAN                              0         1,201,556      1,201,556       3,333,334                      
SUMMIT                             0                 0              0               0                      
VISION                             0                 0              0               0                      
WARNER BROS                        0                 0              0               0                      

         TOTAL             1,171,847         1,392,912      2,564,759       4,510,199                      


NOTES                                                                           

"N/A" indicates that distributors did not issue an identification number for the
related contract.                                                               

(1) The information above is not necessarily fixed. Prices and hours may        
increase or decrease due to additional episodes provided under a contract or    
titles are canceled.                                                            

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                                                                 Schedule 5.1(c)

Other Agreements and Documents

1. Letter dated July 31, 1998 from CME Poland B.V. to Endemol Entertainment     
International B.V.                                                              

2. Distribution Agreement among Endemol-Neovision Sp. z o.o, Endemol            
Entertainment International B.V. and CME Programming Services Inc.              

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘8-K’ Filing		Date		First		Last			Other Filings
		12/10/01		9		33
		9/10/01		10		12
		12/11/00		11
		12/10/00		10		11
		12/31/99		20					10-K
		12/10/99		10
		6/30/99		21					10-Q,  8-K
		6/10/99		10		33
		1/31/99		8		18
		12/31/98		8		18			10-K,  10-K/A
Filed on:		12/28/98
		12/20/98		22
For Period End:		12/11/98
		12/10/98		1		95
		12/1/98		17		98
		11/30/98		6		87
		7/31/98		99					S-8
		5/8/98		18
		2/13/98		5		67
		12/15/97		5		71
		10/16/97		5		71
		9/29/97		5		71
		8/28/97		6
		8/1/97		6		97
		7/21/97		6
		7/15/97		5		71
		7/1/97		5		71
		5/27/97		5		71
		5/19/97		19
		5/7/97		68		71
		5/6/97		5
		12/1/96		8		97
		6/8/95		18
		5/25/95		97
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