This Agreement, dated as of May 22, 1997, by and between Nethold Development B.V., formerly known as Nethold Central Europe B. V., ("Nethold"), a company incorporated in The Netherlands, whose registered office is at Jupiteastrart 56,2132 HD...

This Agreement, dated as of May 22, 1997, by and between Nethold Development
B.V., formerly known as Nethold Central Europe B. V., ("Nethold"), a company
incorporated in The Netherlands, whose registered office is at Jupiteastrart
56,2132 HD Hoofddorp, The Netherlands, and Hungary Broadcasting Corp. ("HBC"),
a company incorporated in the State of Delaware, with an office at 000 Xxxx
Xxxxxx, x0xx Xxxxx, Xxx Xxxx, Xxx Xxxx.

WHEREAS, Nethold and HBC entered into a Heads of Agreement (the "Agreement"),
dated July 5,1996, under which Nethold was to provide HBC with certain essential
services, including digitally compressing, multiplexing, encrypting and
uplinking HBC programing to a satellite transponder, for a period of five years
and in consideration of certain initial and periodic payments to Nethold by HBC;
and

WHEREAS, Nethold and HBC now wish to terminate the Agreement and to release one
another from all outstanding and future obligations under the Agreement on the
terms and conditions provided herein:

NOW, THEREFORE, in consideration of the premises, and other good and valuable
consideration, the adequacy of which is hereby deemed sufficient, Nethold and
HBC agree as follows:

1.   Provided the terms of this agreement are fully complied with, HBC and
     Nethold hereby release each other from all prior and future obligations
     under the Agreement, except as provided herein, and agree that all Tights
     and obligations thereunder are hereby terminated.

2.   Nethold shall pay HBC the sum of One Million Two Hundred Thousand Dollars
     (US$1,200,000) in two installments of Six Hundred Thousand Dollars
     (US$600,000) each. Such installments shall be paid within seven business
     days of receipt by Nethold of HBC's invoice, the first such invoice to be
     deliverable upon execution of this agreement and the second such invoice
     to be deliverable upon full compliance by HBC with the provisions of
     paragraph three below.

3.   Within one month after ~ of the first installment, HBC shall, at its own
     expense, deliver to Nethold's offices in Hoofddorp all materials and
     equipment supplied to HBC by Nethold pursuant to the Agreement and
     currently in HBC's possession or control.

4.   Upon HBC's request, Nethold shall continue to provide HBC with the services
     specified in the Agreement until June 30,1997.

5.   This agreement contains the entire agreement between the parties with
     respect to the subject matter hereof; constituting full and final
     settlement of any and all claims by or against either party, and/or either
     party's associated or affiliated companies, arising out of or related to
     the Agreement. There are no representations or warranties other than as
     contained herein. No waiver or modification shall be valid unless in
     writing. This agreement may be executed in duplicate copies.

IN WITNESS WHEREOF, the parties have set their hand as of the date first above
written.


NETHOLD DEVELOPMENT B.V.                             HUNGARIAN BROADCASTING CORP
         .
By: /s/ X. XxXxxx                                      By: /s/ Xxxxx Xxxxxxx
Title: Director                                        Title: President and CEO