Share Pledge Agreement

SHARE PLEDGE AGREEMENT


This day, the eighteenth day of July, nineteen hundred and ninety-six, appeared before me, Monique Martina Johanna Maria Wijnhoven, Esq, deputy civil law notary residing at Amsterdam, hereinafter referred to as the "civil law notary", representing the office of Hendrik van Wilsum, Esq., a civil law notary in Amsterdam, who is absent on leave: ___________ Mister Tjien Hauw Liem, Esq., deputy civil law notary, residing at 1186 BB Amstelveen, Karmel 10, born at Jakarta, Indonesia, on the sixteenth day of March, nineteen hundred and sixty-three, married, holder of the Dutch passport with number: M191593 acting for the purposes hereof as attorney in fact of:


1. Central European Media Enterprises N.V., a limited liability company,
established under the laws of the Netherlands Antilles, having its
registered office at Curacao (Netherlands Antilles), and with address:
Kaya Douwe Zalm 1-L, Curacao, hereinafter referred to as the "Pledgor",
and as such representing the Pledgor;


2. ING Bank N.V., a limited liability company, having its registered
office at Amsterdam, with address: Strawinskylaan 2631, 1077 ZZ
Amsterdam, in this respect officiating at Bijlmerplein 888, 1102 MG
Amsterdam, hereinafter referred to as the "Pledgee", and as such
representing the Pledgee; and


3. CME Media Enterprises B.V., a private company with limited liability,
having its registered office at Amsterdam, The Netherlands, and with
address: Leidseplein 29, 1017 PS Amsterdam, hereinafter referred to as
the "Company", and as such representing the Company.


The powers of attorney granted to the deponent, the existence of which has been sufficiently demonstrated to me, a civil law notary, are evidenced by three non-notarial powers of attorney which will be attached to this document.


The deponents have declared:


WHEREAS:


- - On the sixteenth day of July, nineteen hundred ninety-six the Pledgee
and the Company entered into a Facility Agreement (hereinafter referred
to as the "Facility Agreement") with regard to a credit facility up to
a principal aggregate amount of ten million United States Dollars (US$
10,000,000.--), granted by the Pledgee to the Company under the terms
and conditions as set forth in the Facility Agreement.


- - Under section 2.7 of the Facility Agreement, the Pledgor (as well as
another party) shall grant to the Pledgee, in order to secure the
payment of any and all amounts outstanding under the Facility
Agreement, irrevocable and unconditional guarantee (hereinafter
referred to as the "Guarantee").


- - In order to effectuate the Guarantee, the Pledgor has issued a letter
to the Pledgee, a copy of which is attached hereto (hereinafter
referred to as the "Guarantee Letter"), in which the Pledgor
unconditionally and irrevocably, by way of continuing guaranty
guarantees the payment when due of all amounts payable by the Pledgor
under the Facility Agreement, under all such terms and conditions as
specified in the Guarantee Letter.


DESCRIPTION OF THE SHARES


1. The Pledgor is holder of the following shares in the Company's capital
stock:


- the one hundred and ninety-nine thousand nine hundred
ninety-eight (199,998) shares, numbered 1 up to and including
199,998, each share with a par value of one Dutch Guilder (NLG
1.--), which shares will hereinafter be referred to as the
"Shares".


The Pledgor acquired the Shares following a share transfer pursuant to
a notarial deed of share transfer, executed before H. van Wilsum, Esq.,
a civil law notary in Amsterdam, on the nineteenth day of September
nineteen hundred and ninety-four.


2. The Arti ...