AGREEMENT FOR THE RENT, LICENCE AND INSTALLATION OF
NAGRAVISION CONDITIONAL ACCESS SYSTEM
AND NAGRAVISION SMARTCARDS

This Rent Agreement (Mietvertrag) is entered between Nagravision SA, Route de Genve 22, 1033 Cheseaux s/Lausanne, Switzerland, a corporation organized under the laws of Switzerland (the Lessor or Nagra or Nagravision) and Media Services GmbH, Orleansplatz 7, 81667 Munchen, a corporation organized under the laws of Germany (the Lessee or MSG) (Lessor and Lessee individually hereinafter referred to as a party and collectively hereinafter referred to as the parties).

For the purpose of clause 25, a further party to this Agreement shall be Deutsche Kabel Services GmbH & Co. KG (DKS), Graurheindorferstr. 153a, 53117 Bonn.

WITNESSETH:

Whereas Lessee intends to use a conditional access system with about 1,300,000 subscribers currently operated by MSG and wishes to implement the Nagravision Conditional Access System for the New Subscribers as well as for the migration of the old ones;

Whereas it is crucial for MSG that the migration to the Nagravision Conditional Access System is completed on the date set out in the Milestone Plan;

Whereas it is also crucial for MSG to operate a conditional access system which is secured against piracy and whose anti-piracy features will be maintained so that the system will remain secured;

Whereas Lessor is committed to improve the CAS to ensure the state of technology in accordance with the terms and conditions of the present agreement, throughout the term;

Whereas Lessor is an experienced provider of conditional access systems;

Whereas MSG intends to use the Nagravision Conditional Access System, including the Smartcards, on a rental basis for the term of this Agreement;

Whereas MSG intends to negotiate in good faith an agreement regarding the use of the Nagravision Basic Subscriber System, on a sales basis, with services (support and maintenance) being provided by Nagravision; based on the Lessors offer for a conditional access system (the Offer) dated April 12, 2003 (release 1.7) and addendum thereto of May, 20, 2003 and as defined in the Offer;

Whereas, if the introduction and/or use of a basic subscriber system is or becomes disallowed in Germany, this shall not affect the terms and conditions of the present Agreement;

Whereas parties have agreed to the following further Attachments, which are part of the Agreement, provided, however, that in case of contradictions between the provision contained in the main body the Agreement and such Annexes the provisions contained in the main body of the Agreement shall prevail:

                  Functional Requirements for a KDG Conditional Access System (Attachment R 1)

                  Solution Architecture (Attachment R 2)

                  Systemmigrations-Vereinbarung (Attachment R 3)

                  CAS Annex to the Premiere Distribution Agreement (Attachment R 4)

                  Smartcard Management Plan (Attachment R 5)

                  Program Plan including the Milestone Plan (Attachment R 6)

                  Site Preparation Plan (Attachment R 7)

                  Service Level Agreement (Attachment R 8)

                  System Acceptance Requirements (Attachment R 9)

                  Security Program (Attachment R 10)

                  Territory of Licence (Attachment R 11)

                  Escrow Agreement (Attachment R 12)

NOW, THEREFORE, IT IS AGREED THAT:

1.   Definitions

The followings definitions shall apply to this Agreement:

Acceptance Tests shall be the tests to assess the performance of the CAS as set forth in clause 10.

Active Additional Smartcard means an Active Smartcard, which is an Additional Smartcard.

Active Initial Replacement Cards means an Active Smartcard, which is an Initial Replacement Card.

Active Premiere Smartcards means the Smartcards ordered by Premiere, supplied by Nagra and listed in Premieres SCMS which were activated and not deactivated by Premiere.

Active Smartcards means the Smartcards ordered by MSG, supplied by Nagra and listed in MSG SCMS, which were activated and have not been deactivated by MSG.

Additional Smartcards means Smartcards other than Initial Replacement Cards delivered to MSG by Lessor.

Affiliates shall have the meaning of para. 15 et seq. of the German Aktiengesetz (AktG).

Agreed Installation Date shall be the date on which MSGs acceptance of the CAS is scheduled according to the Milestone Plan.

Agreement means the present Agreement for the Rent, Licence and Installation of Nagravision Conditional Access System and Nagravision Smartcards, including all Attachments hereto.

Betacrypt Smartcards means Smartcards using the Betacrypt encryption technology.

Calculation Day means the first day of each calendar month.

Change Request means a request for a change in the scope, design or construction of the CAS, which constitutes a difference to the CAS as specified in this Agreement.

Deactivated Smartcards means the Smartcards deactivated by MSG, which MSG may reactivate without Nagras consent.

Initial Replacement Cards means Smartcards replacing Betacrypt Smartcards.

The Installation Date means the date on which the CAS will be accepted by MSG according to clause 10.

Installation Site shall be Erdfunkstelle, 61250 Usingen.

Milestone Plan means the milestone plan, which is part of the Program Plan (Attachment R 4).

2

Nagravision Conditional Access System (CAS or NCAS) means the Nagravision system for conditional access as described and defined in the Functional Requirements (Attachment R 1) and in the Solution Architecture (Attachment R 2).

Permanently Deactivated Smartcards means Deactivated Smartcards, which cannot be reused by MSG..

Regular Business Hours means Monday to Friday, 9 am to 5 pm, except public holidays in the respective Federal State (Bundesland) of Germany.

SCMS means the Smartcard Management System of MSG.

Smartcards means the plastic cards including the microchip contributing to provide security for the CAS.

Software means the computer application programs installed in the CAS, on the Smartcards and on the set-top-boxes.

Subscribers means all end users of Smartcards operated by MSG.

2.   Object of the Agreement

2.1                                 Lessor agrees to rent the CAS with the features set out in the Functional Requirements (Attachment R 1) and in the Solution Architecture (Attachment R 2) and the Smartcards to Lessee and Lessee agrees to rent the CAS and the Smartcards from Lessor at the conditions set forth in the Agreement. Further objects of the Agreement are the licence grant of the respective intellectual property rights for the CAS and the delivery of Smartcards from Nagra to MSG as well as the installation of the CAS by Nagra. Nagra will also provide for the migration of all D-1, D-2, and third party set-top-boxes as well as common interfaces with integrated and licensed betacrypt CA-Kernel to the CAS.

2.2                                 The grant of a license of rights of BetaResearch, Gesellschaft fur Entwicklung and Vermarktung digitaler Infrastrukturen mbH, 85774 Unterfhring, hereinafter BetaResearch (original BetaResearch rights and/or third party rights which BetaResearch uses and sublicenses as a licensee) necessary for operating the Initial Smartcards with D1, D2 or third party set-top-boxes and common interface modules with an integrated betacrypt CA-Kernel of BetaResearch is subject to the System Migration Agreement (Systemmigrations-Vereinbarung, Attachment R 3) between Nagravision, MSG and BetaResearch. Except for such licence grant this Agreement shall also apply to such Initial Smartcards and their interoperability with with Dl, D2 or third party set-top-boxes and common interface modules with an integrated betacrypt CA-Kernel of BetaResearch.

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