METROMEDIA INTERNATIONAL GROUP, INC.

                            INCENTIVE BONUS AGREEMENT

                            -------------------------



     THIS AGREEMENT is entered into as of the 1st day of October, 2006 (the

"Effective Date") by and between Metromedia International Group, Inc., a

Delaware corporation (the "Company"), and Mark Stephen Hauf ("Executive").



     WHEREAS, the Company has entered into a letter of intent pursuant to which

it anticipates selling all or substantially all of its assets (the "LOI Sale

Transaction"); and



     WHEREAS, Executive is currently employed by the Company as its Chief

Executive Officer, and the Board of Directors of the Company (the "Board") has

determined that it is in the best interests of the Company and its stockholders

to compensate Executive for creating the value in the Company's securities that

the Company expects to realize in connection with the LOI Sale Transaction or

any other "Sale Transaction" (defined below) and to provide an incentive for

Executive to perform his duties to the Company in furtherance of the Company's

efforts to consummate such transaction; and



     WHEREAS, to such end, the Company desires to provide Executive with certain

payments and benefits pursuant to the terms of this Agreement; and



     WHEREAS, the Board of Directors has authorized the Company to enter into

this Agreement.



     NOW, THEREFORE, for and in consideration of the premises and the mutual

covenants and agreements contained herein and other good and valuable

consideration, the receipt and sufficiency of which is hereby acknowledged, the

Company and Executive hereby agree as follows:



     I.   Incentive Bonus. The Company agrees that, if a definitive agreement to

consummate the LOI Sale Transaction or any other sale of the Company or

transaction pursuant to which the Company sells all or substantially all of its



assets (collectively with the LOI Transaction, a "Sale Transaction") is entered

into by January 31, 2007, the Sale Transaction is subsequently consummated and

the holders of shares of preferred stock, par value $1.00 per share, of the

Company ("Preferred Stock") have received an amount equal to $68.00 per share of

Preferred Stock, Executive shall be entitled to receive a bonus equal to 3.2% of

the gross proceeds received by the Company or its shareholders in the Sale

Transaction (the "Incentive Bonus"), which shall be payable in a single lump sum

cash payment as soon as reasonably practicable following the date of the last

payment to the holders of Preferred Stock that results in such holders receiving

at least $68.00 per share (the "Payment Date"), subject to Executive's continued



{PAGE}



employment on such date. Notwithstanding the foregoing, if Executive's

employment is terminated by the Company without "Cause" or by Executive for

"Good Reason" (as such terms are defined in the employment agreement, entered

into on October 6, 2003 and effective as of October 1, 2003, by and between

Executive and the Company, as amended from time to time (the "Employment

Agreement")) at any time before the Payment Date, Executive shall be entitled to

receive the Incentive Bonus on the Payment Date, if it occurs. Executive hereby

acknowledges that the Company's filing of any chapter 11 case in any United

States Bankruptcy Court shall not constitute Good Reason within the meaning of

his Employment Agreement.



     II.  Certain Additional Payments by the Company



          A.   If it is determined (as hereafter provided) that any payment or

distribution by the Company to or for the benefit of Executive, whether paid or

payable or distributed or distributable pursuant to the terms of this Agreement

or otherwise pursuant to or by reason of any other agreement, policy, plan,

program or arrangement (a "Payment"), would be subject to the excise tax imposed

by Section 4999 of the Internal Revenue Code of 1986, as amended (the "Code")

(or any successor provision thereto) or to any similar tax imposed by state or

local law, or any interest or penalties with respect to such excise tax (such

tax or taxes, together with any such interest and penalties, are hereafter

collectively referred to as the "Excise Tax"), then Executive will be entitled

to receive an additional payment or payments (a "Gross-Up Payment") in an amount

such that, after payment by Executive of all taxes (including any interest or

penalties imposed with respect to such taxes), including any Excise Tax, imposed

upon the Gross-Up Payment, Executive retains an amount of the Gross-Up Payment

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