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                                                                    EXHIBIT 10.9

A.Prot. 1997/13                                               Vorab-Ausfertigung



                                 NOTARIAL DEED


                           PURCHASE & SALE AGREEMENT

Negotiated at Basel/Switzerland, this 16th (sixteenth) day of January 1997
(nineteen hundred and ninety-seven)

Before me, the undersigned notary


                                 STEPHAN CUENI

in my offices in Basel, Switzerland, today appeared

1.       Attorney-at-Law Dr.Hans-Jorg Ziegenhain, born August 9, 1961, German
         citizen, with business address c/o DOSER AMERELLER NOACK,
         Bethmannstrasse 50-54, D-60311 Frankfurt am Main, and private domicile
         at Wilhelm-Bonn-Str. 6C, D-61476 Kronberg, known by person,

         not acting on his own behalf, but as representative with authority of
         representation and exempted from the restrictions imposed by Section
         181 German Civil Code in the name and on behalf of

         a)       HSN Home Shopping Network GmbH i.Gr., a German company limited
                  by shares in process of incorporation with head office at
                  Bethmannstr. 50 - 54, D-60311 Frankfurt am Main, Germany,
                  to be registered in the Commercial Register at the local
                  court of Frankfurt am Main, according the attached certified
                  copy of the Deed of Incorporation dated December 12, 1996, and
                  the attached written power of attorney dated January 15, 1996
                  (recte 1997)

                                                        -hereinafter "HSN GmbH"-

         b)       Home Shopping Network Inc., 11831 30th Court North, St.
                  Petersburg, Florida 33716, U.S.A., according the
                  aforementioned power of attorney

                                                             -hereinafter "HSN"-
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2.       Attorney-at-Law Philipp Blomeyer, born June 8, 1964, German citizen,
         with business address c/o Schickendanz Holding - Stiftung & Co.KG,
         Nurnberger Str. 91 - 95, D-90762 Furth, and with private domicile at
         Hallerwiese 10, D-90419 Nurnberg, identified by his German
         Personalausweis,

         not acting on his own behalf but

         a)       as representative with authority of representation and
                  exempted from the restrictions imposed by Section 181 of the
                  German Civil Code for Quelle Schickedanz AG & Co., a German
                  limited partnership with head office at Nurnberger Strasse 91
                  - 95, D-90762 Furth, Germany, registered with the Commercial
                  Register at the local court of Furth under HRA 2425,
                  according the attached certified power of attorney dated
                  December 17,  1996, and the attached certified extracts from
                  the Commercial Register concerning the partnership (HRA 2425)
                  and its unlimited partner (HRB 4990) dated December 13, 1996,

                                                          -hereinafter "QUELLE"-

         b)       as representative without authority of representation and
                  waiving any personal liability for Mr. Thomas Kirch, born
                  ______________________, German citizen, with private domicile
                  at Felix-Dahm-Str. 8. D-81925 Munchen, Germany

                                                      -hereinafter "KIRCH"-

         c)       as representative without authority of representation and
                  waiving any personal liability for Dr. Georg Kofler, born
                  ______________________, German citizen, with private domicile
                  at Heinrich-Knote-Str. 14, D-82343 Pocking,

                                                      -hereinafter "DR. KOFLER"-

The persons appeared requested this Deed including certain Exhibits hereto to be
recorded in the English language. The acting Notary Public who is in sufficient
command of the English language ascertained that the persons appeared are also
in command of the English language. After having been instructed by the acting
Notary, the persons appeared waived the right to obtain the assistance of a
sworn interpreter and to obtain a certified German translation of this Deed
including the English Exhibits hereto.

The persons appeared, acting as indicated, asked for the Notarization of the
following:
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                                                                               3

PREAMBLE


WHEREAS, HSN sells a variety of consumer goods and services by means of customer
interactive electronic retail sales programmes which are transmitted via
satellite to cable television systems, affiliated broadcast television stations
and satellite dish receivers (hereinafter "HSN GmbH Business"). HSN GmbH is a
German limited liability company, newly formed for purposes of engaging in the
German electronic retail market and is indirectly wholly owned by HSN.

WHEREAS, H.O.T. Home Order Television GmbH & Co.KG (hereinafter "H.O.T.") is
Germany's first and only television shopping network, operating a teleshopping
T.V. programme comprising in particular the distribution of products and
merchandise by means of interactive home-ordering television (hereinafter
"H.O.T. Business").

WHEREAS, HSN GmbH intends to acquire a 29% partnership interest in H.O.T. and a
29% share interest in H.O.T.'s General Partner, Home Order Television
Verwaltungs GmbH (hereinafter "General Partner").

WHEREAS, Quelle and Kirch (hereinafter also referred to as "Sellers") are
willing to sell an aggregate interest of 29% in the Limited Partnership and
an aggregate interest of 29% in the General Partner.

WHEREAS, Dr. Kofler acceeds to this Agreement with respect to the provisions set
forth below in Section 2.5, Section 5 and Section 12 in his capacity as
shareholder of the General Partner and in his capacity as a limited partner of
H.O.T.

NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS:

Section 1 CURRENT STATUS

1.1      H.O.T.'s aggregate liability capital ("Haftkapital") of DM 5,000,000.00
         (hereinafter "Liability Capital") is held as follows:

                  Quelle holds an aggregate partnership interest ("Beteiligung
                  am Festkapital") in the amount of DM 2,500,000.00.

                  Kirch holds an aggregate partnership interest in the amount of
                  DM 2,000,000.00.
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                                                                               4


                  Dr. Kofler holds an aggregate partnership interest in the
                  amount of DM 500,000.00.

         The above partnership interests, save for Dr. Kofler's, are hereinafter
         referred to as the "Partnership Interests".

1.2      The General Partner's aggregate nominal share capital of DM 50,000.00
         (hereinafter "Share Capital") is held as follows:

                  Quelle holds a share in the nominal amount of DM 25,000.00.

                  Kirch holds a share in the nominal amount of DM 20,000.00.

                  Dr. Kofler holds a share in the nominal amount of DM 5,000.00.

         The above shares, save for Dr. Kofler's, are hereinafter referred to as
         the "Shares".

1.3      Sellers and Dr. Kofler have entered into a cooperation agreement by
         written instrument dated December 7, 1995 which amended the former
         cooperation agreement, originally entered into by Quelle and Pro 7
         Televisions GmbH, in the meantime renamed into ProSieben Media
         Aktiengesellschaft (hereinafter "ProSieben") under the notarial deed of
         the notary public Dr. Dieter Granicher, Basel, of April 24, 1995 (deed
         roll  A.Prot. 1995/34), to the effect that, as to the cooperation
         agreement, ProSieben was succeeded by Kirch and Dr. Kofler (hereinafter
         jointly referred to as the "Existing Cooperation Agreement").

Section 2 SALE AND ASSIGNMENT OF PARTNERSHIP INTERESTS AND SHARES

2.1      Sellers hereby sell to HSN GmbH with economic effect ("mit
         wirtschaftlicher Wirkung") as of the Effective Date (as defined in
         Section 6.1) and hereby assign with effect of the Closing Date (as
         defined in Section 6.4) each a portion of their respective Partnership
         Interests in the following amounts:

                  Quelle                                       DM 950,000.00

                  Kirch                                        DM 500,000.00

         (hereinafter the "Acquired Partnership Interests").
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         The Acquired Partnership Interests in the aggregate amount of DM
         1,450,000.00 equal a 29% partnership interest of HSN GmbH in HOT. The
         transfer in rem ("dinglicher Ubergang") shall be subject to the
         conditions precedent set forth in Section 6.4. and the registration of
         HSN GmbH in the Commercial Register as successor in title to the
         Acquired Partnership Interests ("Sonderrechtsnachfolge"). No additional
         conditions precedent exist as to the acquisition of the Acquired
         Partnership Interests. The passing of risk occurred as of the Effective
         Date (defined in Section 6.1).

2.2      Sellers hereby sell with economic effect as of the Effective Date and
         hereby assign as of the Closing Date by way of partitioning their
         Shares in the General Partner the following fractions of shares,
         including all rights and obligations pertaining thereto:

                  Quelle                                       DM 9,500.00

                  Kirch                                        DM 5,000.00

         (hereinafter the "Acquired Shares").

         Consent of General Partner to the above partitioning of Shares is
         attached in copy hereto as Exhibit 2.2. The assignment of the Shares is
         made subject to the compliance with the conditions precedent described
         under Section 6.4. No additional conditions precedent exist as to the
         assignment of the Acquired Shares. The passing of risk occurred as of
         the Effective Date.

2.3      HSN GmbH purchases the above Acquired Partnership Interests and
         Acquired Shares and hereby accepts their transfer and assignment
         subject to terms and conditions of this Agreement.

2.4      Sellers shall not dispose of any of the above Partnership Interests
         sold to HSN GmbH between the Effective Date and the registration in the
         Commercial Register of HSN GmbH as successor in law without prior
         written consent of HSN GmbH. Further, Sellers shall not exercise any
         rights conferred with the Acquired Partnership Interests without prior
         written approval of HSN GmbH. Sellers shall account for and shall be
         severally liable for any breach of the foregoing undertakings.

2.5      Sellers and Dr. Kofler each hereby waive any rights of first refusal,
         preemptive rights or any rights of similar nature granted to them under
         the existing H.O.T. partnership agreement (hereinafter "Existing
         Partnership Agreement"), or the existing Articles of Association for
         the General Partner (hereinafter "Existing Articles of Associations")
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                                                                               6


         or the Existing Cooperation Agreement and consent hereby to the
         transfer of the Acquired Partnership Interests and of the Acquired
         Shares to HSN GmbH.

Section 3 PURCHASE PRICE



3.1      The Purchase Price to be paid by HSN GmbH for the Acquired Partnership
         Interests and the Acquired Shares shall be

                               US$ 15,000,000.00

                       (in words: 15 million US-Dollars)

         (hereinafter the "Purchase Price"). Permission of the Deutsche
         Bundesbank pursuant to Section 3 Wahrungsgesetz is attached hereto as
         Exhibit 3.1.

3.2      The Purchase Price for the Acquired Partnership Interests and
         the Acquired Shares is payable as follows:

         3.2.1    The first installment of US$ 5,000,000.00 was placed in escrow
                  under the escrow agreement dated November 20, 1996, with any
                  interest on such account payable to Sellers after HSN GmbH
                  has been reimbursed for all of its escrow-related costs. The
                  first installment shall be released upon the Closing Date (as
                  defined in Section 6.3).

         3.2.2    The second installment of US$ 5,000,000.00 shall become due
                  and payable on April 1, 1997.

         3.2.3.   The third installment of US$ 5,000,000.00 shall become due and
                  payable on September 1, 1997.

3.3      Any monies payable under these provisions to Sellers shall be paid into
         Quelle's account with Deutsche Bank AG, Nurnberg, account no.0191650,
         sort code 760 700 12, swift code deutdemm 760. Quelle shall arrange
         that the monies received in the above account shall be distributed to
         the other Sellers in proportion to their Partnership Interests and
         Shares sold hereunder. With payment into the above account, Sellers'
         respective payment demands against the HSN GmbH are deemed to be
         fulfilled.
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Section 4 BALANCE SHEET ADJUSTMENT AS OF AUGUST 31, 1996

4.1      Sellers shall make a payment to H.O.T. equal to the net deficit ("nicht
         durch Eigenkapital gedecker Fehlbetrag") as shown in the Management
         Accounts as of August 31, 1996, attached hereto as Exhibit 4.1, which
         have been prepared by H.O.T.'s management in accordance with generally
         accepted German principles of accounting and preparation of balance
         sheets in keeping the continuity and valuation principles compared to
         H.O.T.'s former audited annual accounts (hereinafter "Management
         Accounts"). Such payment shall be referred to as Balance Sheet
         Adjustment Payment.

4.2      HSN GmbH will not have any responsibility for any liability, which for
         purposes of this Clause shall include any liabilities within the
         meaning of Section 266(3)(C) HGB, any accruals to be provided for in
         connection with employee benefits (such as Christmas and holiday pay),
         tax accruals, deferred payments ("erhaltene Anzahlungen") and accruals
         for pending or conditional sales ("bedingte Umsatze") (hereinafter
         jointly "Liabilities") of which H.O.T. or the Sellers were aware or
         should have been aware of, except as reflected in the Management
         Accounts. Sellers shall, in lieu of any other remedies, be jointly and
         severally liable for putting H.O.T. in the same financial position that
         it would have been in if the liabilities were properly disclosed in the
         Management Accounts and had thereby increased the Balance Sheet
         Adjustment Payment.

4.3      All payments of Sellers and Dr. Kofler identified as partner
         contributions ("Gesellschafterzuschusse") provided to H.O.T. since
         September 1, 1996, shall be credited against any Balance Sheet
         Adjustment Payment determined in accordance with the provisions above.
         If and to the extent, the aggregate amount of these partner
         contributions exceed the Balance Sheet Adjustment Payment (hereinafter
         the "Excess Amount"), such Excess Amount shall be credited against
         Sellers' obligation to compensate losses of H.O.T. as from September 1,
         1996. In such case HSN GmbH shall make a contribution to H.O.T.
         equalling 29/71 times the Excess Amount within ten (10) banking days
         after the Closing Date.



Section 5 CHANGES TO THE CORPORATE STRUCTURE AND THE CORPORATE GOVERNANCE

5.1      Immediately after the Closing Date, the parties to this Agreement
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         5.1.1    will cause a general meeting of the partners of the H.O.T. to
                  be convened and that the Existing Partnership Agreement of the
                  Limited Partnership shall be amended in accordance with the
                  approved terms as set forth in Exhibit 5.1.1 hereto;

         5.1.2    shall undertake jointly to arrange for filing of the certified
                  application to the Commercial Register regarding the change of
                  title in the Partnership Interests and the amendment of the
                  Partnership Agreement, and HSN GmbH shall take all action to
                  deliver such application to the Commercial Register received
                  pursuant to Section 6.4.2 to the competent court for
                  registration of the above changes.

5.2      Immediately after the Closing Date, the Parties shall cause a general
         meeting of the shareholders of the General Partner to be convened and
         that

         5.2.1    the Existing Articles of Association shall be changed in
                  accordance with the approved terms set forth in Exhibit 5.2.1
                  hereto in notarial form before the notary public Dr. Rudiger
                  Graf von Stosch, Munchen, Maximilianplatz, 10;

         5.2.2    the existing rules of procedure for the managing directors
                  shall be changed in accordance with the approved terms as
                  set forth in Exhibit 5.2.2 hereto;

         5.2.3    the existing rules of procedure for the advisory board shall
                  be changed in accordance with the approved terms as set forth
                  in Exhibit 5.2.3 hereto.

5.3      The Parties hereto hereby execute the Joint Venture Agreement as set
         forth in Exhibit 5.3 hereto, which shall supersede and replace the
         Existing Joint Venture Agreement as from the Closing Date (An English
         translation of Exhibit 5.3 is also attached to this deed, but does not
         form part of the deed and shall not be deemed to be notarized).

5.4      The Partnership Agreement, the Articles of Association, the Joint
         Venture Agreement, rules of procedure for the managing directors and
         the rules of procedure for the advisory board, as amended in each case
         in accordance with the above provisions, shall ensure that all actions
         set forth in Exhibit 5.4 shall require the approval of 90% or more of
         the shareholders of the General Partner, the partners of the Limited
         Partnership, or their authorized representatives appointed to the
         advisory board (hereinafter "Veto Right Issues"). All of the Veto Right
         Issues may be amended by the shareholders of the General Partner or the
         limited partners of the Limited Partnership by a 90% supermajority.
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Section 6 EFFECTIVE DATE, SIGNING DATE, CLOSING DATE

6.1      Effective Date shall be September 1, 1996, 0.00 hours (hereinafter
         "Effective Date").

6.2      Signing Date shall mean the day on which this Agreement shall be
         notarized (hereinafter "Signing Date").

6.3      Closing Date shall mean the day on which the conditions precedent
         under Section 6.4 are complied with (hereinafter "Closing Date).

6.4      On the Closing Date all of the following conditions must be fulfilled:

         6.4.1    premerger clearance of the Federal Cartel Office, Berlin, was
                  received in accordance with Section 24a GWB or any of the time
                  periods contained in Section 24a GWB have lapsed without the
                  issuance of an injunction prohibiting the transaction
                  contemplated hereunder;

         6.4.2    delivery of the duly certified applications to the Commercial
                  Register pursuant to Section 5.1.2 by Sellers to HSN GmbH.

Section 7 REPRESENTATIONS AND WARRANTS of HSN GmbH AND HSN

7.1      HSN GmbH represents and warrants with regard to Section 7.1.1 and
         Section 7.1.2 as of the Signing Date and HSN represents and warrants
         with regard to Section 7.1.3 as of the Signing Date

         7.1.1    Organization

                  HSN GmbH is a limited liability company in formation ("GmbH i.
                  Gr.") duly organized, validly existing and in good standing
                  under the laws of the Federal Republic of Germany and has the
                  necessary power and authority to conduct its business.

         7.1.2    Corporate Power

                  HSN GmbH has the corporate power and authority to execute and
                  deliver this Agreement and to consumate the transactions
                  contemplated hereunder. The execution and delivery of this
                  Agreement by HSN GmbH and the
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                                                                              10


                  consummation by HSN GmbH of the transactions contemplated
                  hereunder, have been duly authorized by HSN GmbH's
                  shareholders and no other corporate proceeding on the part of
                  HSN GmbH is necessary to authorize this Agreement or the
                  consummation of the transactions contemplated hereunder.

         7.1.3    No Competitive Restrictions

                  The execution and implementation of this Agreement does not
                  constitute a violation of any non-compete restrictions HSN is
                  subject to in relation to any third parties.

7.2      If and to the extent, that representations and warranties of HSN GmbH
         or HSN, as the case may be, are untrue, misleading or broken, HSN GmbH
         shall (i) put Sellers in a position as if such representations and
         warranties were true by making the representations and warranties true
         ("Naturalrestitution") or, at Sellers option, shall (ii) pay damages
         for nonfulfilment of the representations and warranties
         ("Schadensersatz in Geld").

Section 8. REPRESENTATIONS AND WARRANTIES OF SELLERS

8.1      Sellers represent and warrant as of the Effective Date, unless provided
         otherwise, hereinafter:

         8.1.1    Compliance with Articles

                  The execution of this Agreement and the performance of all
                  obligations undertaken hereunder have, as of the Signing Date,
                  been validly authorized by all necessary corporate action, and
                  the obligations undertaken by Sellers under this Agreement
                  constitute valid, legal and binding, obligations enforceable
                  against each of them in accordance with the terms of such
                  authorization.

         8.1.2    Corporate Power

                  Each of Sellers, as of the Signing Date, is either a
                  corporation duly incorporated and validly existing in all
                  respects under the laws of the jurisdiction of their
                  respective incorporation or an individual with full power
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                  and authority to own its assets and to carry on the H.O.T.
                  business as presently conducted.

         8.1.3    No Breach of Third Party Obligations

                  Neither the execution and the delivery by Sellers of this
                  Agreement nor the performance or observance of any of their
                  obligations hereunder does or will, as of the Signing Date,
                  conflict with, or result in a breach or violation of any
                  judgement, order or decree, indenture, mortgage, trust deed,
                  agreement or other instrument, arrangement, obligation or duty
                  in each case by which either Seller is bound at the date
                  hereof or cause any limitation on any of either Sellers'
                  powers whatsoever, howsoever imposed, or on the right or
                  ability of the directors of either Seller to exercise such
                  powers, to be exceeded.

         8.1.4    Existence of Partnership Interests and Shares

                  As of the Signing Date, all Partnership Interests and Shares
                  listed in Section 1 above exist in the amounts set out
                  therein, are fully paid up and have not been repaid; the
                  Partnership Interests and the Shares and all rights attaching
                  thereto are free and clear of any third-party rights and have
                  not been pledged, assigned, charged or used as a security
                  other than as listed in Exhibit 8.1.4; Sellers have all
                  right, authority and power to transfer the Partnership
                  Interests and Shares.

                  Sellers and Dr. Kofler are as of the Signing Date the only
                  partners in H.O.T. and the only shareholders in the General
                  Partner, and there are no options or agreements outstanding
                  which call for the grant to any other person of any
                  partnership or other interest in H.O.T. or the General
                  Partner, as the case may be.

         8.1.5    Bankruptcy

                  As of the Signing Date, no bankruptcy or judicial composition
                  proceedings concerning the assets of H.O.T. or the General
                  Partner or any of the Sellers exist pursuant to the Bankruptcy
                  or Reorganisation Code or the Avoidance Law
                  ("Anfechtungsgesetz") and there are no grounds which could
                  justify the voidance of this Agreement and that the
                  participation of each Seller in
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                                                                              12


                  H.O.T. or the General Partner does not represent the whole or
                  a substantial part of the assets of any of the Sellers within
                  the meaning of Section 419 BGB.

         8.1.6    Powers

                  As of the Signing Date, H.O.T. is a limited partnership duly
                  constituted and validly existing in all respects under the
                  laws of the Federal Republic of Germany with full power and
                  authority to own its assets and to carry on its business as
                  previously conducted.

                  As of the Signing Date, General Partner is a limited liability
                  company duly constituted and validly existing in all respects
                  under the laws of Germany with full power and authority to own
                  its assets and to carry on its business as previously
                  conducted.

         8.1.7    AGREEMENTS

                  To the best knowledge of Sellers, all material agreements,
                  rights and duties binding on H.O.T. and/or enforceable against
                  H.O.T., in particular those specified hereunder, are made in
                  the ordinary course of business and have no material negative
                  effect on the financial condition or the H.O.T. Business, and
                  to the best knowledge of Sellers, those agreements and rights
                  remain unchanged and no circumstances exist, including the
                  transaction contemplated hereunder, which will impair or
                  endanger the unaltered continuation of these agreements. The
                  foregoing statements apply to all of the agreements of H.O.T.
                  including but not limited to the following agreements and
                  obligations:

                  8.1.7.1  employment agreements and pension and benefit plans
                           for Kirch, Dr. Kofler, general managers, Prokurists
                           and senior employees ("leitende Angestellte") of
                           H.O.T. and/or General Partner;

                  8.1.7.2  other employment contracts and service agreements
                           providing for an annual remuneration of more than DM
                           100,000.00, bonus, commission entitlements or similar
                           pension and benefit plans or having a termination
                           period of more than one year;
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                  8.1.7.3  any consultancy agreements providing for an annual
                           remuneration of an average more than DM 50,000.00, or
                           having a termination period of more than six months;

                  8.1.7.4  any material technical assistance, programming,
                           licence, and production agreements;

                  8.1.7.5  material agreements with customers or suppliers as
                           well as agreements with customers and suppliers
                           outside the ordinary course of business, in
                           particular any agreements granting deductions,
                           discounts, credits or prepayments;

                  8.1.7.6  material rental and lease agreements, other than
                           usual leasing agreements relating to office
                           equipment;

                  8.1.7.7  loan, credit, guarantee and security agreements,
                           letters of credit and surety undertakings of any
                           nature, and loans to employees in excess of two
                           months' salaries;

                  8.1.7.8  material sales representative, agency and
                           distribution agreements;

                  8.1.7.9  insurance policies taken out by H.O.T. or the General
                           Partner, other than insurances for company cars;

                  8.1.7.10 restrictive covenants or agreements limiting any of
                           H.O.T.'s or General Partner's rights to deal in
                           certain products or in certain territories, or any
                           other restrictive covenants or agreements limiting
                           H.O.T.'s or General Partner's business as carried out
                           prior to the Signing Date;

                  8.1.7.11 any material agreements with or other rights and
                           obligations to Sellers or any of their relatives
                           according to Section 15 AO or any entity in which any
                           or several of them has a financial interest of more
                           than 5%, a list of which is set out in Exhibit
                           8.1.7.11;

                  8.1.7.12 any other material agreements and/or commitments
                           involving a consideration or liability per
                           agreement or in total of more than DM 50,000.00 per
                           annum for H.O.T. or the General Partner or providing
                           for performance beyond June 30, 1997;
<PAGE>   14
                                                                              14


                  8.1.7.13 works council agreements and agreements with trade
                           unions, other than industry-wide regional or
                           supraregional collective bargaining agreements;

                  8.1.7.14 all rights of third parties regarding the acquisition
                           of rights to H.O.T. or the General Partner.

         8.1.8    Performance of Agreements

                  H.O.T. and the General Partner have performed and complied,
                  to the best knowledge of Sellers, with all material
                  obligations under the agreements referred to in Section 8.1.7
                  above and have done everything which is necessary in order to
                  be in a position to meet obligations under these agreements
                  when they become due. To the best knowledge of Sellers, none
                  of the parties referred to in Section 8.1.7 above is entitled
                  to terminate or modify its obligations thereunder as a result
                  of the execution of this Agreement. To the best knowledge of
                  Sellers, H.O.T. and General Partner have fulfilled all
                  requirements of these agreements and no event has occurred
                  which, but for the passage of time, would constitute a default
                  of such agreements. Prices on all agreements, bids, orders and
                  quotes of H.O.T. or the General Partner which were fully
                  enforceable against H.O.T. or the General Partner or given by
                  H.O.T. or the General Partner to any affiliates of ProSieben
                  as of the Signing Date, are calculated above cost and are
                  negotiated at arm's length.

                  H.O.T has in effect a transponder lease agreement through
                  April 2005 for a monthly lease payment not exceeding DM
                  850,000.00 as from January 1, 1997 per month exclusive of
                  V.A.T. and that SES has approved and consented to the
                  sub-leasing of the transponder agreement to H.O.T. in due
                  form.

         8.1.9    Intellectual Property Rights

                  To the best knowledge of Sellers, H.O.T. owns and/or retains
                  all intellectual property rights used in the present or
                  planned business activities of H.O.T. or the General Partner,
                  including the rights from notifications, and to the best
                  knowledge of Sellers
<PAGE>   15
                                                                              15


                  8.1.9.1  these rights are the unencumbered and unlimited
                           property of H.O.T. or the General Partner and no
                           rights of third parties to these intellectual
                           property rights or their use exist;

                  8.1.9.2  none of the intellectual property rights have been
                           charged, nor have been threatened to be charged
                           with infringement and there exists no basis on which
                           any of these rights are threatened with nullification
                           or invalidation;

                  8.1.9.3  neither these intellectual property rights nor their
                           use infringes upon the intellectual property rights
                           of third parties;

                  8.1.9.4  all payment of fees and other measures needed to
                           maintain the intellectual property rights have been
                           undertaken fully and in a timely manner; and

                  8.1.9.5  the business of H.O.T. or the General Partner does
                           not infringe any intellectual property right of a
                           third party.

         8.1.10   Software

                  To the best knowledge of Sellers, the software developed, used
                  and applied by H.O.T. or the General Partner (hereinafter "the
                  Software"), the copyrights relating thereto and the rights
                  accruing thereunder are not charged, burdened or encumbered in
                  any way or any rights of any employees or sub-contractors
                  whether arising under the Employees Invention Act
                  ("Arbeitnehmer-erfindungsgesetz") or on any other legal basis
                  attaching thereto. To the best knowledge of Sellers all source
                  codes relating to the developed Software are the unlimited
                  property of H.O.T. or the General Partner and have only been
                  supplied to third parties in the ordinary course of business.
                  All maintenance agreements relating to the Software have been
                  duly and completely performed.

         8.1.11   Insurances

                  To the best knowledge of Sellers, H.O.T. or the General
                  Partner, as the case may be, maintain in full force and effect
                  for their own benefit, policies of insurance valid for a
                  period of at least up to December 31, 1996 against fire,
                  water, theft and any other usually insured business risks, in
                  particular with
<PAGE>   16
                                                                              16


                  regard to statutory liabilities and business interruption in
                  adequate amounts to provide reasonable protection for the
                  business and assets of H.O.T. or the General Partner. To the
                  extent, H.O.T. or the General Partner have benefitted or
                  benefit of umbrella insurance agreements taken out by Sellers,
                  ProSieben or any of their affiliates, H.O.T. or the General
                  Partner do not owe any outstanding premiums nor shall H.O.T.
                  or the General Partner be charged back for any such premiums
                  by Sellers or their respective affiliates, relating to periods
                  prior to the Closing Date.

         8.1.12   Assets

                  To the best knowledge of Sellers, all assets of H.O.T. are in
                  a condition which is commensurate with the H.O.T. Business or
                  General Partner's business and in an adequate condition to
                  carry on the H.O.T. Business in substantially the same fashion
                  as carried out prior to the Closing Date. To the best
                  knowledge of Sellers, H.O.T. or the General Partner, as the
                  case may be, are in the lawful possession or are the
                  unrestricted owners, as the case may be, of all such assets
                  which are necessary to carry out the H.O.T. Business in the
                  same fashion as prior to the Closing Date. Except as disclosed
                  in Exhibit 8.1.12 each of the material assets of H.O.T. is the
                  absolute property of H.O.T. free from any mortgage, charge,
                  pledge, lien, encumbrance, license, lease, right of
                  pre-emption or any other third party interest and none of the
                  assets of the same subject to any hire, hire purchase,
                  conditional or credit sale or any other agreement for payment
                  on deferred terms.

         8.1.13   Permits and Licenses

                  H.O.T. has obtained all material licenses, permissions and
                  consents necessary to carry on its business as presently
                  conducted and is not in breach of any of the same. The current
                  media law situation, as understood by the Sellers, is
                  described in Exhibit 8.1.13.

         8.1.14   Litigation and Compliance

                  To the best knowledge of Sellers, there is no litigation or
                  administration or arbitration proceeding before any court,
                  judicial, administrative or governmental authority or
                  arbitrators or other body to which H.O.T. or the
<PAGE>   17
                                                                              17


                  General Partner is a party, nor to the best of their knowledge
                  is any of such event pending or threatened against them or
                  against any of their assets which might have a material
                  adverse effect on their ability to duly and punctually
                  perform and observe all of their obligations hereunder,
                  except as set forth in Exhibit 8.1.14.

         8.1.15   Taxes and Accounts

                  To the best knowledge of Sellers, H.O.T. and General Partner
                  have duly complied with all material legal requirements
                  relating to taxation and H.O.T. and General Partner have in
                  particular

                  8.1.15.1 properly kept all material records and documents
                           required to be kept;

                  8.1.15.2 properly and punctually made all returns and provided
                           accurate information to the German tax authorities
                           and any other German body concerned as so required;

                  8.1.15.3 paid all taxation charged, assessed, levied or
                           payable in accordance with the relevant statute or
                           legislation as and when it became due;

                  8.1.15.4 deducted taxation from all payments where required so
                           to do by law and accounted to the appropriate fiscal
                           body for taxation so deducted;

                  8.1.15.5 not become liable and have not been liable to pay any
                           interest, penalty, fine or sum or similar nature in
                           respect of taxation;

                  8.1.15.6 not entered into any dispute with any fiscal
                           authority.

                  8.1.15.7 accrued sufficient amounts at the Effective Date in
                           the Management Accounts to address any material tax
                           liabilities.

         8.1.16   Foreign Tax Returns

                  No taxes or tax returns have become due by H.O.T. or General
                  Partner outside of the Federal Republic of Germany, except for
                  the Republic of Austria.
<PAGE>   18
                                                                              18


         8.1.17   Employee Benefits

                  To the best knowledge of Sellers, all obligations whether
                  arising by operation of law, by agreement or by past custom,
                  for payments and contributions with respect to direct or
                  indirect pension and retirement benefits or other compensation
                  or benefits such as anniversary payments to the employees of
                  H.O.T. or the General Partner and pension fund old age pension
                  liabilities for the period prior to the Effective Date have
                  been paid by H.O.T. and the General Partner or full provision
                  therefor has been made in the Management Accounts to cover
                  fully their current value.

         8.1.18   Business Plan

                  The business plan exhibited hereto as Exhibit 8.1.18 shows a
                  substantially accurate view of the state of affairs and the
                  financial position of H.O.T. based on reasonable assumptions
                  and projections as of August 31, 1996.

         8.1.19   Management Accounts

                  The Management Accounts as attached hereto in Exhibit 4.1 show
                  a substantially accurate view of the state of affairs and the
                  financial position of H.O.T. as at and for the financial
                  period ending on August 31, 1996, and the profits and losses
                  of H.O.T. for the period ended on such date. Substantial for
                  purposes of this Section shall mean any discrepancy at or
                  exceeding DM. 1,000,000.00 (Deutsche Mark one million) and for
                  purposes of this Section, the DM 1,000,000.00 basket shall not
                  constitute a deductible and therefore the whole amount will be
                  taken into account for determining the remedies in accordance
                  with Section 9 below, if and to the extent the discrepancy
                  exceeds DM 1,000,000.00 ("Freigrenze").

         8.1.20   Absence of Material Changes

                  Since the Effective Date, H.O.T. and the General Partner have
                  carried on their businesses in the ordinary and usual course.

         8.1.21   Accurate Disclosure

                  To the best knowledge of Sellers, there is no material effect
                  or material matter relevant to the H.O.T. Business, H.O.T.
                  assets, and H.O.T. or the
<PAGE>   19
                                                                              19

                General Partner, as the case may be, which has not been
                disclosed to    HSN GmbH or which might render any information
                contained in the documents attached to this Agreement
                materially misleading or inaccurate.

8.2      Sellers shall account for all of the above representations and
         warranties jointly and severally with exception of the representations
         given under Sections 8.1.1 through 8.1.5.

8.3      If and to the extent any of the above representations and warranties
         are made subject to the best knowledge, best knowledge shall mean
         actual knowledge of Sellers or any actual knowledge they should have
         obtained after due inquiry of the managing directors of General Partner
         and Mr. Henning Schnepper, inhouse counsel to H.O.T. Sellers shall not
         account for any knowledge they failed to obtain due to slight
         negligence ("leichte Fahrlassigkeit").

Section 9 REMEDIES

9.1      In the event of any breach or non-fulfilment by either of the Sellers
         of any of the warranties and representations contained in Section 8,
         Sellers shall be liable, at the Seller's election, for putting HSN
         GmbH, H.O.T. and/or the General Partner, into the same financial
         position that it would have been in if the warranties and
         representations contained in Section 8 had been correct or had not been
         breached, or, at Sellers' election, HSN GmbH can claim damages for
         non-performance ("Schadensersatz wegen Nichterfullung"). Any remedies
         granted under Section 4 above, shall be without prejudice to those
         remedies set forth hereunder, if and to the extent such remedies result
         from the breach or non-fulfilment of any of the warranties and
         representations contained in Section 8. To the extent any breach or
         non-fulfilment of any of the warranties and representations contained
         in Section 8 has been remedied by the way of the Balance Sheet
         Adjustment Payment, Sellers shall not have to account for hereunder
         ("no double dip").

9.2      HSN GmbH is entitled to rescind the Agreement only if any of the
         Acquired Partnership Interests or any of the Acquired Shares are
         legally defective.

9.3      In case of rescission pursuant to Section 9.2 above, the revocation of
         the Agreement ("Ruckabwicklung des Vertrages") is made in accordance
         with the provisions of the German Civil Code on the condition that
         Sellers have to reimburse HSN GmbH for all reasonable costs and
         expenses incurred in conjunction with the preparation, the
<PAGE>   20
                                                                             20


         negotiation and completion of this Agreement, including all legal, tax
         and economic due diligence in connection with this Agreement. Section
         352 BGB shall not apply.

9.4      In the event of any breach or non-fulfilment by Sellers of any of the
         representations and warranties contained in Section 8 of this
         Agreement, HSN GmbH will give to Sellers written notice of such breach
         or non-fulfilment stating the nature thereof and the amount involved
         to the extent that such amount has been determined at the time when
         such notice was given. Section 377 HGB shall not apply.

9.5      Any other remedies of HSN GmbH, regardless of the underlying legal
         basis therefor, including but not limited to, reduction of Purchase
         Price, recission of contract, damages arising under culpa in
         contrahendo or clausula rebus sic stantibus, are expressly excluded
         hereby.

9.6      The maximum aggregate liability of each Seller in respect of all claims
         arising hereunder shall not exceed the amount of the Purchase Price
         plus the aggregate amount of the contributions made by HSN GmbH between
         the Effective Date until the Closing Date plus any reasonable attorney
         fees spent in connection with the transactions contemplated hereunder
         up to an amount of DM 300,000.00, allocable to each Seller in
         proportion to the amount of the Purchase Price received by each Seller.

9.7      No liability shall attach to Sellers where the aggregate amount of
         claims is less than DM 100,000.00, such claims, however, not being
         ignored for the purpose of calculating the liability of Seller under
         this Agreement once the threshold is exceeded ("Freigrenze").

Section 10 STATUTE OF LIMITATION

10.1     All claims of HSN GmbH arising under this Agreement against Sellers are
         time barred as from March 31, 1998. Exempted herefrom are all claims of
         the HSN GmbH in respect of tax liabilities which shall expire six (6)
         months after the date of the final, non appealable assessment of the
         relevant liability of H.O.T. and/or the General Partner, in any event,
         not prior to March 31, 1998.

10.2     As to the defect of title, the statutory provisions shall apply.
<PAGE>   21
                                                                              21


Section 11 ADDITIONAL UNDERTAKINGS

11.1     H.O.T. and ProSieben entered into a sublease agreement regarding
         certain transponder services in the format as exhibited hereto in
         Exhibit 11.1 (however, the transponder agreement referenced in Section
         3 of the "Vereinbarung betreffend Transponderkapazitat will not be
         attached as part of Exhibit 11.1).

11.2     HSN guarantees the payment of the Purchase Price owed in accordance
         with Section 3.1 above. To the extent the Joint Venture Agreement, as
         defined in Section 5.3 above, provides for non-compete undertakings of
         the parties to the Joint Venture Agreement, HSN herewith acceedes to
         the respective undertakings.

11.3     If the pre-merger clearance referred to under Section 6.4.1 above shall
         not be withheld with final effect, this Agreement shall be rescinded in
         accordance with the provisions of the German Civil Code. Section 352
         BGB shall not apply.

Section 12 MISCELLANEOUS

12.1     Any notices or other communications in connection with this Agreement
         need to be made in writing and shall be delivered or sent by registered
         mail, fax or telecopy to the addresses below or to such other addresses
         which may be specified by the Parties in the future in writing.

                  to HSN GmbH:      Home Shopping Network GmbH
                                    Bethmannstr. 50-54
                                    D-60133 Frankfurt am Main

                  to Seller 1:      Quelle Schickedanz AG & Co.
                                    Nurnberger Str. 91-95
                                    D-90762 Furth
                                    Attention: Dr. Steffen Stremme
<PAGE>   22
                                                                            22


                                    with a copy to

                                    Attorney-at-Law Philipp Blomeyer
                                    Schickedanz Holding-Stiftung & Co. KG
                                    Nurnberger Str. 91-95
                                    D-90762 Furth

                  to Seller 2:      Thomas Kirch
                                    Felix-Dahm-Str.8
                                    D-81925 Munchen

                                    with a copy to

                                    Attorney-at-Law Dr. Bernhard-R. Heiss
                                    Rechtsanwalte Bosebeck Droste
                                    Marstallstr. 8
                                    D-80539 Munchen

                  to Dr. Kofler:    Dr. Georg Kofler
                                    Heinrich-Knote-Str. 14
                                    D-82343 Pocking

                                    with a copy to

                                    Attorney-at-Law Dr. Bernhard-R. Heiss
                                    Rechtsanwalte Bosebeck Droste
                                    Marstallstr. 8
                                    D-80539 Munchen

                  to HSN:           Home Shopping Network Inc.
                                    11831 30th Court North
                                    St. Petersburg, Florida 33716, U.S.A.
                                    Attention:  Michael McMullen
<PAGE>   23
                                                                            23

                                    with a copy to

                                    Attorney-at-Law Dr. Hans-Jorg Ziegenhain
                                    Doser Amereller Noack
                                    Bethmannstr. 50-54
                                    D-60311 Frankfurt am Main


12.2     The costs and expenses of this Agreement, including legal, financial
         and advisory fees, shall be borne by the party commissioning the
         respective cost. The costs incurred with regard to the notarisation of
         this Agreement shall be borne by HSN GmbH. The costs incurred with the
         premerger cartel clearance are borne by H.O.T.

12.3     All Exhibits to this Agreement constitute an integral part of this
         Agreement.

12.4     This Agreement and the Exhibits referred to under Section 12.3 comprise
         the Agreement between the Parties containing the subject matter of the
         Agreement and replace all oral and written declarations of intention
         made by the Parties in connection with the contractual negotiations.
         Changes or/and amendments to this Agreement need to be made in writing
         or by way of a notarial instrument, as the case may be.

12.5     The Agreement shall be governed by the laws of the Federal Republic of
         Germany. As to the dispute resolution the Parties hereto will enter
         into a separate arbitration agreement of even date.

12.6     In the event that one or more provisions of this Agreement shall be, or
         shall be deemed to be invalid or unenforceable, or this Agreement is
         incomplete, the validity and enforceability of the other provisions of
         this Agreement shall not be affected hereby. In such cases the Parties
         hereto agree hereby on such valid and enforceable provision or on
         provisions completing the Agreement which are commensurate with the
         commercial intent of this Agreement. The same applies if it turns out
         that there are gaps in this Agreement.


                                                        (continued on next page)
<PAGE>   24




IN WITNESS THEREOF this Notarial Deed including the Exhibits hereto (except the
English translation of Exhibit 5.3, which is not notarized) has been read aloud
to the persons appeared. The persons appeared then confirmed and approved this
Deed including the Exhibits hereto and signed this Deed. All this was done at
the day herebelow written in the presence of me, the Notary Public, who also
signed this Deed and affixed my official Seal.

Basel, this 16th (sixteenth) day of January 1997 (nineteen hundred and
ninety-seven)


                                    /s/ Hans-Jorg Ziegenhain


                                    /s/ Philipp Blomeyer


                                    /s/ Stephan Cueni
                                        Notary

                  [NOTARY SEAL]