Exhibit 10.14  Portions of this exhibit have
been omitted pursuant to a request for confidential treatment filed with the
Securities and Exchange Commission. The omissions have been indicated by (***),
and each page containing confidential information is footnoted with the phrase FOIA
Confidential Treatment. The omitted text has been filed separately with the
Securities Exchange Commission.  As of April 22, 2002  Fox Broadcasting Company P.O.  Box 900 Beverly Hills, California 90213 Attention:  Marisa Fermin and
Minna Taylor  Re:American
Idol:  The Search for a Superstar  Ladies and Gentlemen:  This letter sets forth the agreement (the Agreement) between 19TV
Limited (19TV) and FremantleMedia North America, Inc. (Fremantle), on the
one hand, and Fox Broadcasting Company (FBC), on the other hand, with respect
to the production by Fremantle and the license to FBC by Fremantle and 19TV of
episodes of the proposed United States television series currently entitled American
Idol: The Search for a Superstar (the Series) for exhibition on the FBC
national free television network (the FBC Network), which Series is based on
the television format currently entitled Pop Idols a/k/a Idols created by
Simon Fuller and developed by 19TV and Fremantle (the Format).  In consideration of the mutual covenants and conditions contained
herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows;  1.Episode
Order.  (a)Initial
Episodes.  FBC hereby gives Fremantle
an order (the Initial Order) to produce and deliver to FBC *** hours of
episodes of the Series, broken down currently as follows; ***-minute episode of
the Series, ***-minute episodes of the Series, and ***-minute episodes of the
Series (collectively, the Initial Episodes) during the first production
season of the Series.  It is acknowledged
that FBC also gave Fremantle, and Fremantle approved and accepted, an
additional order (an Additional Initial Episode Order) to produce and deliver
to FBC an additional *** hours of episodes of the Series during the first
production season of the Series as part of the group of episodes produced
pursuant to the Initial Order, which additional hours of episodes shall be deemed
part of the Initial Episodes.  As used
herein, the term first production season means the period beginning on the
commencement of taping of the first Initial Episode (i.e., April 22, 2002) and
ending June 10, 2003.  Each subsequent production
season means the period commencing upon expiration of the immediately
preceding production season and ending fifty-two (52) weeks thereafter.  
 *** FOIA Confidential Treatment


(b)Series
Options.  FBC shall have five (5)
separate, successive, dependent, annual options (each, a Series Option) to
require Fremantle to produce and deliver to FBC additional episodes of the
Series during the second and subsequent four (4) production seasons (each such
episode being an Optional Episode).  It
is acknowledged that FBC customarily obtains only four (4) such Series Option
and that Fremantle and 19TV granted to FBC an additional Series Option on a
strictly non-precedential basis in exchange for improved ratings bonuses.  The Series Option for the second production season
must be exercised, if at all, by FBC giving written notice thereof to Fremantle
not later than June 10, 2003, and each subsequent Series Option must be
exercised, if at all, by FBC giving written notice thereof to Fremantle not
later than the end of the production season immediately preceding the
production season for which such Series Option is to be exercised.  If FBC exercises any Series Option, then FBC
shall order (each, as it may be increased as set forth below, a Series Option
Order) the production of ***-minute Optional Episodes, and ***-minute Optional
Episodes, all to be produced during the applicable production season for which
the Series Option is exercised.  The
number and length of the Optional Episodes ordered pursuant to any Series Option
Order may be different from that set forth above only if FBC obtains the prior
written approval of Fremantle (it being agreed that Fremantle shall not
unreasonably withhold its approval for a Series Option Order for more Optional
Episodes than set forth above).  After
exercising a Series Option and making a Series Option Order, FBC shall have the
right to increase that Series Option Order only after obtaining the prior
written approval of Fremantle (which approval Fremantle shall not unreasonably
withhold).  The term Episodes as used
herein means and includes the Initial Episodes and the Optional Episodes.  Any such Series Option Order shall provide to
Fremantle no less than four (4) months notice prior to the scheduled initial
broadcast of the first Episode to be aired pursuant to such Series Option
Order; it being agreed that, as set forth in paragraph 3(a) below, without
Fremantles prior written consent, the initial broadcast of the first Episode
aired of any Production Order (as defined below) may not occur any earlier than
five (5) months after the initial broadcast of the last Episode aired of the
immediately preceding Production Order. 
If requested by FBC, Fremantle shall consider, in good faith, consenting
to a reduction in such five (5) month period by as much as one (1) month in
order to permit Episodes produced pursuant to any Production Order to be aired
during sweeps.  (c)FBC
shall have the right (each an In-Season Order Right), during the first
production season and each additional production season for which FBC has
exercised a Series Option, to order from Fremantle additional Episodes to be
produced during such production season as a group of Episodes separate from the
group of Episodes produced pursuant to the Series Option Order (each, as it may
be increased as set forth below, an In-Season Order).  It is acknowledged that FBC made an In-Season
Order during the first production season, FBC shall only have the right to make
one (1) In-Season Order during each production season; it being understood and
agreed that each In-Season Order shall be for the production of ***-minute
Episodes, and ***-minute Episodes, all to be produced during the applicable
production season during which such In-Season Order right is exercised.  The number and length of the Episodes ordered
pursuant to any In-Season Order may be different from that set forth above only
if FBC obtains the prior written approval of Fremantle (it being agreed that  
 *** FOIA Confidential Treatment  2


Fremantle shall not
unreasonably withhold its approval for an In-Season Order for more Episodes
than set forth above).  After making an
In-Season Order, FBC shall have the right to increase that In-Season Order only
after obtaining the prior written approval of Fremantle (which approval
Fremantle shall not unreasonably withhold). 
Any such In-Season Order shall be in writing and shall provide to
Fremantle no less than four (4) months notice prior to the scheduled initial
broadcast of the first Episode to be aired pursuant to such In-Season Order; it
being agreed that, as set forth in paragraph 3(a) below, without Fremantles
prior written consent, the initial broadcast of the first Episode aired of any
Production Order may not occur any earlier than five (5) months after the
initial broadcast of the last Episode aired of the immediately preceding
Production Order.  If requested by FBC,
Fremantle shall consider, in good faith, consenting to a reduction in such five
(5) month period by as much as one (1) month in order to permit Episodes
produced pursuant to an In-Season Order to be aired during sweeps.  The term Production Order as used herein
means and includes the Initial Order, any Series Option Order and any In-Season
Order.  (d)First
Negotiation/First Refusal.  (1)If
FBC exercises all its Series Options under paragraph 1(b) above and does not
cancel or reduce below *** hours of Episodes any Production Order, FBC shall
have the rights of First Negotiation and of First Refusal set forth in
paragraph l(d)(2) below and in this paragraph 1(d)(1), with respect to the
production and license for exhibition of new Episodes of the Series after the
sixth production season (such production and license is the Covered Matter
under this paragraph l(d)(l)).  With
respect to said Covered Matter, the Exclusive Negotiation Period shall be
thirty (30) days commencing upon the 120th day prior to the expiration of the
sixth production season, and the First Refusal Period shall commence upon the
expiration of the Exclusive Negotiation Period and continue for one (1) year
after the expiration of the sixth production season.  (2)With
respect to each applicable Covered Matter under paragraph 1(d)(l) above and
paragraphs 3(b)(3)(iii) and 3(d) below:  (i)FBCs
First Negotiation rights shall be as follows:  (A)Fremantle,
in consultation with 19TV, shall negotiate in good faith solely with FBC during
the applicable Exclusive Negotiation Period. 
If no agreement is reached during such Exclusive Negotiation Period,
then upon the expiration thereof, Fremantle, in consultation with 19TV shall
furnish FBC, in Fremantles last written offer (Final Offer), the terms and
conditions relating to the applicable Covered Matter least favorable to
Fremantle that Fremantle, in consultation with 19TV, is willing to accept.  (ii)FBCs
First Refusal rights, which shall apply until the expiration of the
applicable First Refusal Period, or until there is a Third Party Contract (as
defined below), whichever first occurs, shall be as follows:  3


(A)Neither
Fremantle nor 19TV shall enter into any agreement with a third party respecting
the Covered Matter, in connection with any form of television, on terms less
favorable to Fremantle and 19TV than the Final Offer, without first offering in
writing to enter into an agreement with FBC on the same terms which Fremantle,
in consultation with 19TV, and such third party are both willing to accept.  FBC shall have ten (10) days after receipt of
such written offer in which to accept (but the offer may include only
provisions that relate solely to the Covered Matter).  If FBC fails to accept those terms within
that period, Fremantle, in consultation with 19TV, shall then be free to contract
on those terms (and no others) with the third party, and if Fremantle, in
consultation with 19TV, does so there shall be deemed to be a Third Party
Contract.  2.Consideration.  (a)License
Fees.  FBC shall pay to Fremantle
license fees equal to the Approved Budgets (as defined below) for the Episodes
produced pursuant to the Initial Order, which Approved Budgets shall be, in the
aggregate for the first *** hours of the Initial Episodes produced pursuant to
the Initial Order, up to *** Dollars (U.S.$***) times the number of hours or
fractions of hours of all such Episodes (i.e., the aggregate Approved Budgets
for *** hours of such Initial Episodes shall be no more than $***), unless FBC
agrees in writing to an increase.  The
license fees payable by FBC for hours of the Initial Episodes produced pursuant
to the Additional Initial Episode Order shall be equal to the Approved Budgets
for such additional Initial Episodes. 
The license fees payable by FBC for all Episodes produced pursuant to
any In-Season Order or any Series Option Order shall be equal to the Approved
Budgets for such Episodes, but in no event shall be less, on a per hour basis,
than the applicable maximum license fees for the first *** hours of the Initial
Episodes (i.e., $***), increased by *** percent (***%) (on a cumulative basis)
each production season (the License Fee Cap). 
The license fees for the first *** hours of the Initial Episodes (which
FBC agrees shall be no less than U.S. $***) plus the license fees for the hours
of the Initial Episodes produced pursuant to the Additional Initial Episode
Order (which FBC agrees shall be no less than U.S. $***), shall be payable,
upon appropriate invoicing from Fremantle, as follows: (i) U.S. $*** payable
immediately; (ii) U.S. $*** payable on May 31, 2002; (iii) U.S. $*** on June
30, 2002; (iv) U.S. $*** on July 31, 2002; (v) U.S.                         
on delivery to FBC of the final Initial Episode; and (vi) no less than U.S. $                       
(the Audit Holdback Amount) upon completion of FBCs audit of Fremantles
books and records relating to Fremantles costs of production of the Initial
Episodes (Books arid Records). 
Notwithstanding the foregoing, it is agreed that, subject to delays
caused by events of force majeure, (A) if FBC has not completed such audit
within forty-five (45) days after delivery to FBC of the final Initial Episode
and Fremantles making available to FBC all of its Books and Records, FBC shall
pay to Fremantle one-half (l/2) of such Audit Holdback Amount at the end of
such forty-five (45) day period, and (B) if FBC has not completed such audit
within ninety (90) days after delivery to FBC of the final Initial Episode, FBC
shall pay to Fremantle the remainder of such Audit Holdback Amount at the end of
such  
 *** FOIA Confidential Treatment  4


ninety (90) day period except
for such portion of such Audit Holdback Amount that FBC reasonably disputes in
writing prior to the end of such 60-day period as being payable as a result of
FBCs such audit.  The license fees for
all Episodes produced pursuant to any In-Season Order or any Series Option
Order shall be payable in accordance with a schedule to be negotiated in good
faith; it being the intent that the payment schedule meet Fremantles cash flow
needs and be no less favorable to Fremantle than the following: (i) *** percent
(***%) of the total license fees for all Episodes of the applicable In-Season
Order or Series Option Order upon commencement of pre-production; (ii) ***
percent (***%) of such total license fees two (2) months thereafter; (iii) ***
percent (***%) of such total license fees one (1) month thereafter, (iv) ***
percent (***%) of such total license fees one (1) month thereafter; (v) *** percent
(***%) of such total license: fees upon delivery to FBC of the final Episode
produced pursuant to the applicable In-Season Order or Series Option Order; and
(vi) *** percent (***%) of such total license fees upon completion of FBCs
audit of Fremantles Books and Records relating to Fremantles costs of
production of the Episodes produced pursuant to the applicable In-Season Order
or Series Option Order, subject to earlier payment of this last installment
pursuant to the same mechanism as set forth about with regard to the Audit
Holdback Amount on the Initial Episodes. 
In the event that FBC pays to Fremantle amounts in excess of the amounts
due to Fremantle hereunder and/or under any other agreement with FBC, FBC shall
notify Fremantle in writing with a detailed explanation of the overpayment and,
provided that Fremantle does not reasonably dispute the existence or amount of
such overpayment and provided further that Fremantle has not disbursed to any
third parties amounts due to such third parties calculated based on such
over-payment, Fox may deduct an amount equal to amount of such over-payment
from any payments or advances thereafter payable to Fremantle under this
Agreement or any other agreement between FBC and Fremantle or, at FBCs
election, Fremantle will repay the amount of such over-payment promptly
following FBCs written demand therefor.  (b)Overages/Underages.  In addition to the license fees set forth
above, FBC shall promptly reimburse Fremantle for any out-of-pocket costs of
production of any Episodes incurred by Fremantle in excess of the Approved
Budgets that are approved in writing by a member of FBCs Business Affairs
Department or by any other authorized representative of FBC (it being agreed
that FBC shall not unreasonably withhold or delay its approval of any such
costs which are not avoidable by use of commercially reasonable efforts and
arise out of the exigencies of production) or that are caused by FBCs
negligent or willful misconduct.  If and
to the extent the costs of production of all Episodes produced during a single
production season are less than the aggregate license fees paid by FBC to
Fremantle for such Episodes and any overages paid by FBC to Fremantle for such
Episodes, then Fremantle shall pay such difference to FBC.  FBC shall have the right to offset any
undisputed amount of such difference against future license fee or other
payments due to Fremantle in the event Fremantle does not pay such undisputed
amount to FBC within thirty (30) days of FBCs reasonable written demand to
Fremantle therefor.  With respect to any
In-Season Order and any Series Option Order, FBC and Fremantle shall discuss in
good faith modifying the foregoing, bearing in mind that FBC does not wish to
bear budget overages and Fremantle wishes to retain budget underages; it being
understood that no such modification shall be in effect without the written
agreement of FBC and  
 *** FOIA Confidential Treatment  5


Fremantle.  The costs of production and Approved Budget
for each Episode shall include all costs incurred or to be incurred by
Fremantle to produce and deliver such Episode to FBC, including without
limitation (i) executive producer fees (which may be payable to Fremantle on
its own behalf or on behalf of Fremantle and 19TV) equal to *** Dollars
(U.S.$***) per thirty (30)-minute Episode, *** Dollars (U.S.$***) per sixty
(60)-minute Episode and *** Dollars (U.S.$***) per ninety (90)-minute Episode
(which fees shall increase by *** percent (***%), on a cumulative basis, each
production season) (the Executive Producer Fees), (ii) co-executive producer
fees (which may be payable to Fremantle on its own behalf or on behalf of
Fremantle and 19TV) as set forth in paragraph 2(e) below, (iii) a Fremantle and
19TV format fee (the Format Fee) equal to *** percent (***%) of the Approved
Budget of such Episode (less the Format Fee), and (iv) a packaging fee payable
to Creative Artists Agency equal to *** percent (***%) of Fremantles actual
out-of-pocket costs of production of such Episode up to the Approved Budget
(less such package fee).  It is
acknowledged that FBC may agree to increase such packaging fee to Creative
Artists Agency for Episodes produced during the second and subsequent
production season.  FBC shall fund and
bear any such increase itself, and such increase shall not be included within
the Approved Budget for the purposes of calculating the License Fee Cap
hereunder.  FBC shall have the right to
audit Fremantles books and records with respect to the production of the
Series during business hours and upon reasonable prior written notice in
accordance with FBCs standard and reasonable audit procedures to be negotiated
in good faith within customary parameters.  (c)Ratings
Bonuses.  (1)FBC
hereby acknowledges that the mean average Nielsen rating for the 18-49 age
demographic (the Average Nielsen Rating) for the initial FBC broadcast of the
Initial Episodes was 6.0 or greater and that FBC exercised its In-Season Order
Right to order from Fremantle additional Episodes of the Series.  Therefore, FBC shall pay to Fremantle ratings
bonuses (Ratings Bonuses) equal to (i) *** Dollars (U.S.$***) for each thirty
(30) minute Episode produced pursuant to such In-Season Order, and (ii) ***
Dollars (U.S.$***) for each sixty (60) minute Episode produced pursuant to such
In-Season Order.  For each Episode longer
than sixty (60) minutes produced pursuant to such In-Season Order, FBC shall
pay to Fremantle a Ratings Bonus equal to such sixty (60)-minute Episode
Ratings Bonus increased pro-rata based on the length of the Episode in
question.  (2)If
the Average Nielsen Rating for the initial FBC broadcast of all Episodes
produced pursuant to any particular Production Order (other than the Initial
Episodes that are covered by paragraph 2(c)(1) above) is *** or greater and
Fremantle produces Episodes pursuant to the next Production Order from FBC,
then FBC shall pay to Fremantle Ratings Bonuses for each Episode produced
pursuant to such next Production Order from FBC, as follows:  
 *** FOIA Confidential Treatment  6


For each such 30-
  minute Episode
  
  For each such 60-
  minute Episode
  
  For each such 90-
  minute Episode
  
  For each such 120-
  minute EpisodeU.S. $*** plus U.S.
  $*** for each tenth of a rating point in excess of ***.
  
  U.S. $*** plus U.S.
  $*** for each tenth of a rating point in excess of ***
  
  U.S. $*** plus U.S.
  $*** for each tenth of a rating point in excess of ***.
  
  U.S $*** plus U.S. $***
  for each tenth of a rating point in excess of ***.  (3)Ratings
Bonuses shall be payable to Fremantle within ten (10) days following the
delivery to FBC of the applicable Episode which triggers the Ratings Bonus
payment obligation.  It is understood and
agreed that Fremantle shall have the right, but not the obligation, to grant to
FBC one (1) or more additional Series Option(s) and/or In-Season Order Right(s)
to order Episodes pursuant to the terms of this Agreement to be produced during
the seventh and/or subsequent production season.  For avoidance of doubt, it is understood that
the term next Production Order as used herein may be a Series Option Order,
an In-Season Order, and/or any production order pursuant to any additional
Series Option and/or In-Season Order Right that may be granted by Fremantle to
FBC.  (4)In
addition to any payments under paragraphs 2(c)(1) and 2(c)(2) above, if any
Initial Episode is re-run by FBC, then Fremantle shall be entitled to a ratings
bonus (a Re-Run Ratings Bonus) for the first such re-run (and each subsequent
re-run of any Initial Episode taken by FBC pursuant to any license hereafter
granted by Fremantle in Fremantles sole discretion) of each such Initial
Episode equal to *** Dollars (U.S. $***) per each such re-run.  (5)In
addition to any payments under paragraphs 2(c)(1) and 2(c)(2) above, if the
Average Nielsen Rating for the initial FBC broadcast of all Episodes produced
pursuant to any particular Production Order (other than the Initial Episodes
that are covered by paragraph 2(c)(4) above) is *** or greater and any Episode
produced pursuant to such Production Order is re-run by FBC, then Fremantle
shall be entitled to a Re-Run Ratings Bonus for the first such re-run (and each
subsequent re-run of any such Episode taken by FBC pursuant to any license
hereafter granted by Fremantle in Fremantles sole discretion) of each such
Episode equal to *** Dollars (U.S. $***) plus, for each tenth of a rating point
in excess of ***, *** Dollars (U.S. $***), per each such rerun.  (6)The
Re-Run Ratings Bonuses for Episodes produced pursuant to any Production Order
(other than Episodes produced during the sixth production season) shall be
payable to Fremantle only if FBC makes a next Production Order and, in such
event, such Re-Run Ratings bonuses shall be paid to Fremantle upon FBC making
such next Production Order; provided, however, that if any ratings bonuses are
earned based  
 *** FOIA Confidential Treatment  7


on re-runs
occurring after FBC makes such next Production Order, then each such additional
Re-Run Ratings Bonus shall be payable promptly following the date of the applicable
such re-run.  Each Re-Run Ratings Bonus
for Episodes produced during the sixth production season shall be payable to
Fremantle promptly following the date of the applicable re-run.  (d)Order
Reduction/Cancellation:  (1)Without
limitation to any of FBCs other rights under this Agreement, at law, in equity
or otherwise, FBC shall have the right in writing, at its election and at any
time, to reduce or cancel FBCs then-current order of Episodes, in whole or in
part, pursuant to any Series Option Order (it being agreed that any In-Season
Order may not be reduced or cancelled without Fremantles prior written
consent), and FBC shall thereafter not be further obligated to Fremantle for
the payment of license fees with respect to the Episodes not ordered as a
result of such reduction or cancellation, except that FBC shall, subject to the
provisions of paragraph 2(d)(2) below, reimburse Fremantle and 19TV for
Fremantles and 19TVs actual, direct, auditable, out-of-pocket costs, if any,
incurred by Fremantle and/or 19TV (which are not avoidable by use of
commercially reasonable efforts) in connection with the Episodes not ordered or
cancelled or otherwise arising out of such reduction or cancellation; provided,
however, that FBC shall not be liable for any such costs in excess of the sum
of (A) the applicable licensee fee plus FBC-approved overages (it being agreed
that FBC shall not unreasonably withhold or delay its approval of any such
costs which are not avoidable by use of commercially reasonable efforts and
arise out of the exigencies of production) plus (B) FBC-approved non-budgeted
contractual commitments paid or payable to third parties.  Notwithstanding the foregoing, FBC shall be
liable without limitation for costs caused by FBCs negligent or willful
misconduct.  Concurrently with making any
such cancellation, FBC shall pay to Fremantle additional consideration equal to
(A) with respect to the Initial Order, the difference between (x) the sum of
the Executive Producer Fees plus the Format Fees that otherwise would have been
payable for six (6) sixty (60)-minute Episodes and (y) the sum of the Executive
Producer Fees plus the Format Fees that were actually paid with respect to the
Episodes produced arid delivered pursuant to such Initial Order, or (B) with
respect to any Series Option Order of any In-Season Order, the difference
between (x) the sum of the Executive Producer Fees plus the Format Fees that
otherwise would have been payable for thirteen (13) sixty (60)-minute Episodes
and (y) the sum of the Executive Producer Fees plus the Format Fees that were
actually paid with respect to for the Episodes produced and delivered pursuant
to such Series Option Order or In-Season Order. 
Such Format Fees shall be calculated based on the highest Approved
Budget for sixty (60) minute Episodes ordered by FBC pursuant to the applicable
Production Order.  (2)To
the extent that FBC is obligated to reimburse Fremantle with respect to
out-of-pocket costs for any Episodes not produced and/or delivered hereunder
under paragraph 2(d)(1) above (i) FBC shall not be obligated to reimburse
Fremantle for any fees to Fremantle or 19TV (other than as set forth in
paragraph 2(d)(l) above) for such Episodes, nonspecific general office overhead
or packaging fees or agency commissions or for costs relating to services,
facilities, equipment or other items in  8


connection with such Episodes to the extent
that such costs are recouped by Fremantle or 19TV by the use of such items by
Fremantle or 19TV on any other production or otherwise, (ii) such costs shall
not in any event be reimbursed to the extent otherwise reimbursed under this
Agreement, and (iii) Fremantle shall use its reasonable commercial efforts to
minimize the amounts FBC is required to reimburse by entering into settlement
agreements, by taking advantage of an employers rights regarding mitigation of
damages by an employee or by other appropriate methods.  (3)Notwithstanding
anything to the contrary contained herein, if FBC cancels or reduces below
seventeen (17) hours of Episodes any Production Order (except if such cancellation
or reduction (A) is due to the occurrence of an event of force majeure, (B) is
due to a material, uncured breach by Fremantle or (C) is made after obtaining
Fremantles written agreement both to such cancellation or reduction and to a
waiver of Fremantles rights under this subparagraph 2(d)(3)), FBC shall have
no right to exercise any further Series Options or In-Season Order Rights.  (e)The
costs of production and applicable Approved Budgets shall include without
limitation co-executive producer fees (which may be payable to Fremantle on its
own behalf or on behalf of Fremantle and 19TV) equal to (i) with respect to
Episodes produced pursuant to the Initial Order, *** Dollars (U.S. $***) per
sixty (60)-minute Episode per co-executive producer and *** Dollars (U.S. $***)
per thirty (30)-minute Episode per co-executive producer for the services of up
to three (3) co-executive producers, and (ii) with respect to Episodes produced
pursuant to the Production Order subsequent to the Initial Order (i.e., the
second Production Order), for the services of Nigel Lythgoe and Ken Warwick,
*** Dollars (U.S. $***) for each such individual per each week during which
both one sixty minute Episode and one thirty minute Episode are being produced,
*** Dollars (U.S. $***) for each such individual per each week during which
only one sixty minute Episode is being produced, *** Dollars (U.S. $***) for
each such individual per week during which only one two hour Episode is being
produced, with minimum compensation (to be credited against the foregoing) of
*** Dollars (U.S. $***) for each such individual per week for fifteen (15)
weeks being payable starting on October 15, 2002.  If Nigel Lythgoe and Ken Warwick render
co-executive producer services on Episodes produced pursuant to either or both
of the third and/or fourth Production Order(s), the foregoing fees set forth in
clause (ii) above apply.  If Nigel
Lythgoe and Ken Warwick render co-executive producer services on Episodes
produced pursuant to either or both of the fifth and/or sixth Production
Order(s), the foregoing fees set forth in clause (ii) above apply, increased by
*** percent (***%) on a cumulative basis for each such Production Order.  Living and travel expenses for the co-executive
producers are also included in the costs of production and the Approved
Budgets and shall be no less than the amounts provided for in the costs of
production and the Approved Budgets for the Initial Episodes.  FBC shall have the right to require Fremantle
and 19TV to engage the services of Nigel Lythgoe and Ken Warwick as
co-executive producers on  
 *** FOIA Confidential Treatment  9


Episodes to be produced
pursuant to either or both of the second and/or third Production Order(s).  Further, FBC shall have the right to require
Fremantle and 19TV to engage the services of Nigel Lythgoe and Ken Warwick as
co-executive producers on Episodes to be produced pursuant to any or all of the
fourth, fifth and/or sixth Production Order(s); provided, however, that
Fremantle and 19TV shall have the right to decline to so engage Nigel Lythgoe
and/or Ken Warwick to render such services on Episodes to be produced pursuant
to any or all of such Production Order(s) if (i) Fremantle and/or 19TV desire either
or both such individuals to render services on one or more other television
projects during the production periods of the applicable Episodes and Fremantle
and/or 19TV obtain the services on the Series of replacement co-executive
producer(s) approved by FBC, such approval not to be unreasonably withheld, or
(ii) either or both such individuals desire to remain in the United Kingdom
during the production periods of the applicable Episodes.  Any failure by Fremantle and/or 19TV to
furnish the services of Nigel Lythgoe and/or Ken Warwick on account of the
breach or disability of either or both such individuals shall not be a breach
by Fremantle and/or 19TV of this Agreement. 
FBC will not unreasonably withhold or delay its approval of co-executive
producer compensation proposed by Fremantle and/or 19TV for co-executive
producers Episodes of the Series other than Nigel Lythgoe and/or Ken Warwick.  3.Rights.  (a)Broadcast
Rights.  FBC shall have the right to
make one (1) original network broadcast in the English language of each Episode
on the FBC Network in the United States and its territories and possessions
(including Puerto Rico) (the Exhibition Territory), one re-run in the English
language of each such Episode on the FBC Network in the Exhibition Territory
and, subject to Fremantles approval rights as set forth below, one
re-broadcast in the English language of such Episode on a national cable
network in the Exhibition Territory (provided that such cable re-broadcast is
intended for promotional purposes only and that no cash, barter time or other
consideration is received by or on behalf of FBC or any affiliate of FBC
therefor other than commercial time to promote the Series or other
consideration in the form of promotion for the Series).  If such national cable network is an
affiliate of FBC, Fremantle shall have a right of approval over the terms of
the agreement between FBC and such national cable network (which must be made
at arms length), such approval not to be unreasonably withheld or delayed.  In addition, FBC shall have the right (i) to
broadcast a SAP audio signal to supplement the English language broadcast of
any Episode with audio in any other language, (ii) a radio simulcast of the
audio portion of any broadcast of any Episode, provided that the only
consideration received from the radio broadcast is in the form of promotion for
the Series, and (iii) to broadcast in any language sub-titles to the English
language broadcast of any Episode.  The
original broadcast and the FBC Network re-run of each Episode of the Series
shall be broadcast during prime time only. 
With respect to each Episode produced hereunder, the original broadcast,
the FBC Network re-run and the national cable network re-broadcast of such
Episode shall occur no later than fifty-two (52) weeks after the original
broadcast of the first Episode aired that was produced pursuant to the
Production Order of which such Episode is a part (such fifty-two (52) week
period being referred to herein as the Exhibition Period); provided, however,
that, without Fremantles prior written consent, the initial broadcast of the
first Episode aired of any Production Order may not occur any earlier than five
(5) months after the initial broadcast of the last Episode aired of the
immediately preceding Production Order and no FBC Network re-run and no
national cable network re-broadcast of any Episode shall occur during the
period from the initial broadcast of the first Episode aired of any Production
Order through the initial broadcast of the last Episode aired of such
Production Order.  10


(b)Exclusivity.  (1)Except
as expressly provided otherwise herein (including without limitation as
expressly provided otherwise in paragraph 3(c) below), from the date hereof
through the earlier of (i) the end of the last production season for which FBC
orders Episodes hereunder or (ii) the date that FBC cancels or reduces below
*** hours of Episodes any Production Order such that Fremantle is ordered by
FBC to produce less than *** hours of Episodes during any production season
(the Exclusivity Term), Fremantle and 19TV shall not exploit, or authorize
any third party to exploit, the Series or any Episode or any motion picture,
program or series Based Substantially Upon The-Series And The Format (as
defined below) in the Exhibition Territory in any language on any form of
television (including without limitation free, pay, subscription, community
antenna and closed circuit and other television (including, without limitation,
television exhibition by means of transmission or retransmission over-the-air
or otherwise, or by wire, cable, community antenna system, multipoint
distribution system or any other technique, now known or unknown, over any
network, station or translator [whether full or low power], space satellite,
satellite station or other facility located in or outside the Exhibition
Territory) or on the Internet; provided, however, that it is acknowledged that
transmissions of other broadcasters located outside the Exhibition Territory
may be received by television receivers or other electronic devices located
within the Exhibition Territory and any such incidental spillover shall not be
deemed a breach of this Agreement.  For
avoidance of doubt, it is understood and agreed that Home Video Exploitation
(as defined below) shall not be considered hereunder to be a form of television
or internet exploitation that is subject to the restriction contained in the
immediately preceding sentence.  However,
with respect to each Episode produced hereunder, Fremantle and 19TV shall not
advertise to the public or exercise, or authorize any third party to advertise
to the public or exercise, Home Video Exploitation rights in such Episode in
the Exhibition Territory until the initial broadcast on FBC of the last Episode
produced by Fremantle pursuant to the Production Order of which such Episode is
a part; provided, however, that in no event shall such restriction last beyond
the Exclusivity Term or the production season of which such Episode is a
part.  Notwithstanding anything to the
contrary contained herein, Fremantle shall be free without restriction to
exploit and authorize the exploitation of, clips and excerpts from the Series
or any Episode or any motion picture, program or series Based Substantially
Upon The Series And The Format on television and on the Internet during the
Exclusivity Term throughout the Exhibition Territory, provided that no such
clip or except has a continuous running time of more than five (5)
minutes.  In the event that, during the
Exclusivity Term, Fremantle desires to produce any motion picture, program or
series Based Substantially Upon The Series And The Format for exploitation on
television or the Internet in the Exhibition Territory (including without
limitation a Spanish language series), FBC will negotiate in good faith with
Fremantle with regard to the production and exploitation of such motion
picture, program or series.  
 *** FOIA Confidential Treatment  11


(2)Except
as expressly provided otherwise herein, during the Exclusivity Term, neither
Fremantle nor 19TV shall license any Episode (except clips excerpts as
expressly permitted herein) to be broadcast over any free over-the-air English
language television station having a transmitter located in Tijuana, Mexico or
Windsor, Ontario.  Neither Fremantle nor
19TV shall authorize the pre-release of any Episode for broadcast by any third
party anywhere in the world prior to its scheduled FBC first exhibition;
provided that FBC has given Fremantle reasonable advance written notice of the
date of such scheduled broadcast and provided further that Fremantle shall not
be in breach hereof if any such third party broadcast is prior to any rescheduled
FBC first exhibition.  (3)Notwithstanding
the foregoing provisions of this paragraph 3(b), Fremantle may license the
telecast on television (including without limitation free, pay, subscription,
community antenna and closed circuit and other television exhibition) and
exhibition on the Internet of Episodes in the Exhibition Territory during the
Exclusivity Term; provided, however, that:  (i)No
such telecast on television or exhibition on the Internet (except clips and
excerpts as expressly permitted herein) in the Exhibition Territory during the
Exclusivity Term shall be made until after, with respect to the telecast on
television of not more than one (1) Episode during any week or any such
exhibition on the Internet, three (3) years from the commencement of the first
production season and, with respect to the telecast on television of more than
one (1) Episode per week (Stripping), four (4) years from the commencement of
the first production season;  (ii)No
Episode shall be telecast on television or exhibited on the Internet (except
clips and excerpts as expressly permitted herein) in the Exhibition Territory
by any party other than FBC during the Exclusivity Term prior to the expiration
of the production season for which it was initially ordered; and  (iii)FBC
shall have the rights of First Negotiation and of First Refusal set forth in
paragraph 1(d)(2) above and in this paragraph 3(b)(3)(iii), with respect to the
non-prime time Stripping on an approximately five (5) times per week basis of
the Episodes on a network (including, without limitation, any free
television, pay television, basic cable network or Internet) basis in the
Exhibition Territory during the Exclusivity Term (any such Stripping is the Covered
Matter under this paragraph 3(b)(3)(iii)). 
With respect to said Covered Matter, the Exclusive Negotiation Period
shall be thirty (30) days commencing upon such date as either FBC or Fremantle
elects (which date shall not be earlier than one year prior to the date that
the applicable telecasts could commence), or the 120th day prior to the
expiration of the Exclusivity Term, whichever is earlier, and the First Refusal
Period shall commence upon the expiration of the Exclusive Negotiation Period
and continue until the expiration of the Exclusivity Term.  12


(c)Reserved
Rights.  Fremantle and 19TV shall own
the copyright in the Series and the Episodes and hereby reserve all rights in
and to the Series, the Episodes and the Format not expressly licensed to FBC
hereunder.  Nothing contained in this
Agreement shall be construed to be prejudicial to, or operate in derogation of,
any rights, licenses, privileges or property which Fremantle, 19TV and/or their
successors, licensees or assigns may enjoy or be entitled to as a member of the
public if this instrument were not in existence, including without limitation
Fremantles and 19TVs right to exploit motion pictures, programs or series
Based Substantially Upon The Series And The Format in the Exhibition Territory
during the Exclusivity Term if a member of the public would be entitled to do
so without infringing proprietary rights protectible at law in the Series
and/or the Format without reference to this Agreement.  (d)Additional
Productions.  If FBC exercises all of
its Series Options under paragraph 1(b) above and does not cancel or reduce
below *** hours of Episodes any Production Order hereunder, and, after the end
of the Exclusivity Term, Fremantle desires to produce any motion picture,
program or series Based Substantially Upon The Series And The Format for
exploitation on television or the Internet in the Exhibition Territory, then
FBC shall have the rights of First Negotiation and of First Refusal set forth
in paragraph l(d)(2) above and in this paragraph 3(d), independently and
separately with respect to the production and license for exhibition of each
and every particular such motion picture, program or series (such production
and license is the Covered Matter under this paragraph 3(d)).  With respect to each such Covered Matter, the
Exclusive Negotiation Period shall be thirty (30) days commencing upon the date
that Fremantle, in consultation with 19TV, notifies FBC in writing that they
desire to enter into an arrangement for a Covered Matter, and the First Refusal
Period shall commence upon the expiration of the Exclusive Negotiation Period
and shall continue until the expiration of FBCs First Refusal Rights under
paragraph 1(d)(l) above.  Once such First
Refusal Period expires, FBCs rights of First Negotiation and of First Refusal
shall expire.  (e)Certain
Definitions.  As used in this
Agreement, a motion picture, program or series is Based Substantially Upon The
Series And The Format if and only if such motion picture, program or series
bears the American Idol title or fits the following description in all
respects: such motion picture, program or series is a singing talent
competition among aspiring pop singers, all of whom are resident in the United
States; the viewing public votes to eliminate contestants and select a final
winner after viewing performances of popular songs by the contestants; the
performances are judged and commented upon by a panel of judges from the music
industry; and the prize for the final winner is a recording agreement; and the
primary initial market for the motion picture, program or series is the United
States.  As used in this Agreement, the
term Home Video Exploitation means the exploitation a motion picture or
program, whether by means of a pre-recorded Cassette (as defined below)
(including without limitation the manufacture, distribution, lease, rental,
sale and/or other disposition or delivery of Cassettes) or by means of downloading,
streaming or otherwise transmitting such motion picture or program to a viewer,
whereby the viewer can view the motion picture or program in an non-public
setting at any time (subject only to exhibition period length limits, if any)
selected by  
 *** FOIA Confidential Treatment  13


the viewer (as opposed to
selecting from a pre-established exhibition schedule).  As used in this Agreement, the term Cassette
means a copy (whether temporary or permanent, in any form or made by any
process now known or hereafter devised) of a motion picture or program stored
in a cassette, cartridge, videogram, video disc, tape, magnetic disc or storage/retrieval
device now known or hereafter devised and designed to be used in conjunction
with a reproduction apparatus which cause a motion picture or program to be
visible on the screen of a television receiver, television monitor, portable
viewing device or any comparable devise now known or hereafter devised.  4.Telephony.***  5.Off-Network
Television Distribution,  Merchandising
and Print Publication Rights.  (a)Division
of Ancillary Net Proceeds.  Fremantle
shall pay to FBC *** of the Ancillary Net Proceeds (as defined below), if
any.  Ancillary Net Proceeds means
Ancillary Gross Receipts less Ancillary Distribution Fees and less Ancillary
Costs (as such terms are defined below), determined on non-cross-collateralized
basis among Television Distribution, Merchandising and Print Publication rights
(as such terms are defined below).  Ancillary
Gross Receipts means all non-returnable revenues actually received by or
credited to Fremantle or any Defined Fremantle Affiliates (as defined below)
from third parties (other than FBC) on account of (i) the distribution and
exhibition of the Episodes on television (Television Distribution),
(ii) the exploitation of merchandise (excluding record albums and other
sound recordings and including any merchandise sold though promotions on the
Internet) during the Exclusivity Term that both bears the name of the Series
and is based on the Series (excluding merchandise that bears the name or
likeness of a Series winning artist or finalist or otherwise touches or
concerns a Series winning artist or finalist and relates primarily to such
Series winning artist or finalist) (Merchandising), and (iii) the
exploitation of print publications during the Exclusivity Term that both bears
the name of the Series and are based on the Series (excluding publications that
bears the name or likeness of a Series winning artist or finalist or otherwise
touches or concerns a Series winning artist or finalist and relates primarily
to such Series winning artist or finalist) (Print Publication).  A finalist is any of the contestants
reaching the final stages of the Series competition pursuant to any Production
Order.  For the Initial Order, there were
ten (10) finalists.  Ancillary
Distribution Fees means a distribution fee of *** (***%) of Ancillary Gross
Receipts from Television Distribution and *** percent (***%) of all other
Ancillary Gross Receipts.  Ancillary Costs
means all costs and expenses incurred by Fremantle or 19TV in connection with
Television Distribution, Merchandising and Print Publication, including without
limitation all costs of style guides, production and marketing materials,
trademark registration, residuals, royalties and other third party payments,
taxes, participations (including without limitation the CAA back-end package
commission but excluding any participation in Ancillary Net Proceeds payable to
19TV), and deferments.  Defined Fremantle
Affiliates means affiliates of Fremantle engaged in the distribution of motion
pictures or television programs for exhibition by third parties or in the
licensing of Merchandising or Print Publication rights for manufacture,  
 *** FOIA Confidential Treatment  14


distribution and other
exploitation by third parties; provided, however, that the term Defined
Fremantle Affiliates does not include the following: television broadcast
stations, electronic transmission systems (including cable, direct broadcast
satellite, microwave and master antenna) and program delivery services (and
other exhibitors of motion pictures and television programs to viewers by any
means now known or hereafter devised), or laboratories producing and/or
distributing motion picture copies, or merchandisers, manufacturers, sellers,
wholesale dealers or retail dealers of cassettes, discs or of any other
products, or book or music publishers, or parties producing or distributing
sound records, or pay television or home video marketers, or any other parties
similar to any of the foregoing excluded parties (whether or not any of the
foregoing excluded parties are affiliates of Fremantle), or subdistributors.  (b)Print
Publishing.  Notwithstanding the
provisions of paragraph 5(a) above, the parties acknowledge and agree that, if
no publishing company affiliated with Bertelsmann AG exploits Print Publication
rights, then Fremantle shall afford Harper Collins a fifteen (15)-business day
right of negotiation with respect to the exploitation of Print Publication
rights commencing upon Fremantles written notice to Harper Collins.  If Fremantle and Harper Collins fail to reach
an agreement within such fifteen (15)-business day period, then Fremantle shall
be free to negotiate and enter into a license or other agreement with any third
party with respect to the exploitation of Print Publication rights without any
further obligation to Harper Collins except as set forth in the next
sentence.  Fremantle shall not enter into
any such agreement with a third party within one (1) year after the expiration
of such fifteen (l5)-business day negotiation period on terms that are equal or
less favorable to Fremantle than those set forth in Fremantles final written
offer submitted to Harper Collins during such negotiation period without first
offering such terms to Harper Collins. 
Harper Collins shall have five (5) business days in which to accept such
offer in writing, and if Harper Collins does not so accept such offer, then
Fremantle shall be free to enter into such agreement with such third
party.  If Fremantle and Harper Collins
enter into any agreement with respect to the exploitation of Print Publication
rights, then (notwithstanding anything to the contrary contained in paragraph
5(a) above), Print Publication shall be excluded from the calculation of
Ancillary Net Proceeds.  (c)U.S.
Syndication Subdistribution.  In the
event that Fremantle elects to engage a third party subdistributor that is not
an affiliate of Fremantle to syndicate Episodes of the Series in the free
television market in the United States, Fremantle will discuss in good faith
with FBC the possibility of engaging a FBC affiliate to be such subdistributor;
provided, however, that Fremantle shall have no obligation to conclude any such
arrangement with any FBC affiliate and shall be free to engage any
subdistributor it elects to engage.  6.Home
Video.  ***.  7.Record
Royalty.  ***.  8.Sponsorships.  Fremantle and 19TV may, with FBCs approval
and involvement, elect to develop one or more sponsorship packages to offer to
FBCs third party sponsors buying traditional advertising time from FBC on the
Series (Ad Time Sponsors), which sponsorship  
 *** FOIA Confidential Treatment  15


packages shall include product
placements in the Series and other forms of in-show promotions for the Ad Time
Sponsor and may include off-air sponsorship opportunities in connection with
the Series for the Ad Time Sponsor (it being understood that FBC shall have no
interest in any advertising, endorsement or sponsorships using the name or
likeness of a Series winning artist or finalist).  Such sponsorship packages offered to Ad Time
Sponsors that include product placements in the Series and other forms of
in-show promotions shall hereinafter be referred to as the Sponsorship
Packages.  Fremantle, 19TV and FBC shall
mutually approve, in advance of the making of any offer, the offering price and
all Other Sponsorship Components (as defined below) of such Sponsorship
Packages to be offered to Ad Time Sponsors. 
Fremantle, 19TV and FBC shall coordinate their respective efforts in
soliciting Ad Time Sponsors and potential Ad Time Sponsors for such Sponsorship
Packages.  Without the approval of FBC,
Fremantle and 19TV may not enter into a Sponsorship Package agreement with any
third party that includes product placements in the Series as aired on FBC or
in-show promotions in the Series as aired on FBC.  Without the approval of Fremantle and 19TV,
FBC may only enter into sponsorship agreements relating to the Series with
third parties that contain a traditional advertising time buy plus, at FBCs
election, additional sponsorship components that are customarily part of an exclusively
advertising time buy in the U.S. network television industry (Pure Advertising
Time Buys).  The terms of each
Sponsorship Package agreement with any Ad Time Sponsors that includes product
placements in the Series and other forms of in-show promotions shall be jointly
negotiated by Fremantle, 19TV and FBC, and such parties shall mutually approve
a reasonable, good faith allocation of revenues between the traditional
advertising time buy and the other sponsorship components (the Other Sponsorship
Components) in any such agreement based on the relative values of these
components; provided, however, that no less than *** percent (***%) of the
total revenues from each such agreement shall be allocated to the Other
Sponsorship Components and all such Sponsorship Package agreements with Ad Time
Sponsors shall be entered into in FBCs name. 
For purposes of such allocation, the Other Sponsorship Components shall
be considered to include only such components that are not customarily part of
Pure Advertising Time Buys.  Any proposed
modification in the terms of any Sponsorship Package agreement with any Ad Time
Sponsor that would reduce the Other Sponsorship Component fees payable by the
Ad Time Sponsor shall require the prior written approval of Fremantle and
19TV.  Subject to the next sentence, FBC
shall pay to Fremantle *** percent (***%) of Shared Sponsorship Net Proceeds
(i.e., all nonreturnable revenues (other than revenues from Pure Advertising
Time Buys) actually received by or credited to FBC in connection with
sponsorship rights related to the Series (including without limitation the
revenues mutually-agreed to be allocated to the Other Sponsorship Component in
any Sponsorship Packages), after the deduction of all direct, out-of-pocket
costs and expenses actually paid by FBC to unaffiliated third parties solely in
connection with such Other Sponsorship Components).  For avoidance of doubt and notwithstanding
anything to the contrary contained herein, it is understood and agreed that in
the event any such Sponsorship Package includes any merchandising, telephony
(wireless or otherwise), voting or call-in, website, or non-sponsorship
components (which it may do only with the prior approval of FBC, Fremantle and
19TV), the revenue allocable to such components shall be controlled and split
as otherwise provided in other paragraphs of this Agreement or as agreed among
the parties.  Notwithstanding  
 *** FOIA Confidential Treatment  16


the foregoing, it is agreed
that if any such Sponsorship Package includes a wireless telephony component,
FBC shall pay to Fremantle *** percent (***%), and to 19TV *** percent (***%),]
of Wireless Telephony Net Proceeds (i.e., the non-returnable revenue
allocable to such wireless telephony component (as mutually agreed among FBC,
Fremantle and 19TV), after the deduction of all direct, out-of-pocket costs and
expenses actually paid by FBC to unaffiliated third parties solely in
connection with such wireless telephony component); provided, however, that
such percentages above in this sentence shall be *** percent (***%) with
respect to Wireless Telephony Proceeds from the agreement with AT&T
relating to the Second Production Order.  9.On-Air
Tour Promotion.  FBC hereby consents
to the inclusion in any one or more Episodes of the Series produced for initial
broadcast during the last five (5) weeks of any Production Order of up to ten
(10) seconds in each such Episode promotional mentions (which may include dates
and venues) of any concerts or concert tours featuring Series contestants (it
being understood and agreed that references to the Series website hall not
count towards such ten (10)-second limitation). 
The form and substance of all such promotional mentions shall be subject
to the approval of FBC, which approval shall not be unreasonably withheld or
delayed.  19TV shall pay to FBC ***
percent (***%) of one hundred percent (100%) of 19TVs tour net proceeds, if
any, in connection with concerts or concert tours featuring contestants who
appeared in any of the Episodes, which concerts or concert tours are actually
promoted in one or more Episodes as contemplated above.  10.On-Air
Promotion of Contestant Single.  FBC
hereby consents to the inclusion in any one or more Episodes of the Series of
up to ten (10) seconds in each such Episode of promotional mentions of any
single containing sound recordings featuring one or more contestants from
Episodes of the Series (each, a Contestant Single).  The form and substance of all such
promotional mentions shall be subject to the approval of FBC, which approval
shall not be unreasonably withheld or delayed. 
Notwithstanding the foregoing, it is understood and agreed that FBC
consent is not required for the inclusion in any Episodes of promotions for any
Series-Branded Compilation Album/Single and that references to any
Series-Branded Compilation Album/Single shall not count towards such ten
(10)-second limitation.  19TV shall pay,
or cause 19 Recordings Limited or its nominee (as applicable) to pay, to FBC a
royalty of *** percent (***%) of the dealer price of any and all Contestant
Single(s) (other than any Series-Branded Compilation Album(s)/Single(s) on
which the royalty provisions set forth in paragraph 7 above shall apply) that is/are
actually promoted in one or more Episodes as contemplated above and for which
19 Recordings Limited or its nominee receives a royalty payment from the record
company or other entity undertaking the distribution of such Contestant
Single(s).  11.Accounting
and Audit Rights.  (a)Ancillary
Net Proceeds.  Fremantle shall
account to FBC with respect to FBCs share of Ancillary Net Proceeds, if any,
on a semi-annual calendar year basis within ninety (90) days following the end
of each such semi-annual period provided there are payments due FBC, and such
accounting shall be accompanied by payment of FBCs share of Ancillary  
 *** FOIA Confidential Treatment  17


Net Proceeds payable for such
semi-annual period.  During the term of
this Agreement, FBC or its designated certified public accountant may, at
Fremantles principal place of business and at reasonable times during business
hours upon reasonable advance, written notice, but no more than once per year,
inspect any relevant portions of books and records of Fremantle relating to
Ancillary Net Proceeds.  Any statement or
report submitted to FBC by Fremantle hereunder shall be deemed conclusively
true, accurate and binding as to all of the items and information contained
therein if not disputed in writing by FBC within eighteen (18) months after
such statement or report shall have been provided to FBC, which written notice
shall state with specificity the basis of such objection and the transactions
concerned.  FBC must commence an action
in a court of competent jurisdiction within twelve (12) months of the date of
such dispute or any claim or cause of action in connection therewith shall be
deemed waived.  (b)Record
Royalties.  During the term of this
Agreement, FBC or its designated certified public accountant may at reasonable
times during business hours upon reasonable advance, written notice, but no
more than once per year, inspect any relevant portions of books and records of
19TV or 19 Recordings Limited or its nominee (as applicable) relating to the
royalty payable to FBC under paragraphs 7 and 10 above.  Any statement or report submitted to FBC by
19TV or 19 Recordings Limited or its nominee, as applicable, hereunder shall be
deemed conclusively true, accurate and binding as to all of the items and
information contained therein if not disputed in writing by FBC within eighteen
(18) months after such statement or report shall have been provided to FBC,
which written notice shall state with specificity the basis of such objection
and the transactions concerned.  FBC must
commence an action in a court of competent jurisdiction within twelve (12)
months of the date of such dispute or any claim or cause of action in connection
therewith shall be deemed waived.  (c)Shared
Sponsorship Net Proceeds, Call-In Sponsorship Net Proceeds and Wireless
Telephony Net Proceeds.  FBC shall
account to Fremantle and 19TV with respect to Fremantles share of Shared
Sponsorship Net Proceeds and Fremantle and 19TVs share of Call-In Sponsorship
Net Proceeds and Wireless Telephony Net Proceeds, if any, on a semi-annual
calendar year basis within ninety (90) days following the end of each such
semi-annual period provided there are payments due Fremantle and/or 19TV, and
such accounting shall be accompanied by payment of Fremantles share of Shared
Sponsorship Net Proceeds and Fremantle and 19TVs share of Call-In Sponsorship
Net Proceeds and Wireless Telephony Net Proceeds payable for such semi-annual
period.  During the term of this
Agreement, Fremantle and/or 19TV (or their designated certified public
accountant(s)) may, at FBCs principal place of business and at reasonable
times during business hours upon reasonable advance, written notice, but no
more than once per year, inspect any relevant portions of books and records of
FBC relating to Shared Sponsorship Net Proceeds, Call-In Sponsorship Net
Proceeds and Wireless Telephony Net Proceeds. 
Any statement or report submitted to Fremantle and 19TV by FBC hereunder
shall be deemed conclusively true, accurate and binding as to all of the items
and information contained therein if not disputed in writing by Fremantle
and/or 19TV within eighteen (18) months after such statement or report shall
have been provided to Fremantle and 19TV, which written notice shall state with
specificity the basis of such objection and the transactions concerned.  Fremantle and/or 19TV must commence an action
in a court of competent jurisdiction within twelve (12) months of the date of
such dispute or any claim or cause of action in connection therewith shall be
deemed waived.  18


12.Approvals.  FBC shall have an approval right with respect
to the key elements of the Series, including the budget for each Episode (each,
an Approved Budget), host(s), contestants, executive producers (Cecile
Frot-Coutaz, Simon Fuller and Simon Jones are hereby pre-approved),
co-executive producers (Nigel Lythgoe, Ken Warwick and Brian Gadinsky are
hereby pre-approved), producers, director(s), music compositions (which musical
compositions are to be selected by 19TV, subject to budgetary and clearance
constraints, and approved by FBC after consultation with Fremantle), and
production sets for the Series.  FBCs
approval rights under this Agreement shall be exercised reasonably and in good
faith so as not to prevent Fremantles on-schedule and on-budget production and
delivery of the Episodes.  13.Talent.  (a)Publicity
Services.  Fremantle shall include in
its agreements with the host(s), judges and each contestant appearing in any
Episode an obligation to appear on FBC programs to promote the Series.  (b)Performing
Services.  Fremantle shall include in
its agreements with each of the final thirty (30) contestants appearing in Episodes
produced pursuant to any Production Order, provisions whereby each such
contestant agrees ***.  14.Third
Party Obligations.  (a)Advertising
and Promotion.  FBC shall comply with
all of Fremantles contractual restrictions and requirements of which FBC is
notified in writing and approves (which approval shall not to be unreasonably
withheld or delayed), and all guild and union restrictions and requirements, in
connection with the advertising and promotion of the Series and the Episodes,
including without limitation with regard to the use of music, clips, and names,
likenesses and other personal identification of individuals appearing in,
performing services in, or providing rights or materials in connection with,
the Series.  Fremantle will inform FBC if
Fremantle is unable to obtain music clearances within the Approved Budget for
use of any music contained in the Series in connection with advertising and
promotion of the Series, in which case, notwithstanding anything to the
contrary contained herein, FBC shall be responsible for obtaining and paying
for such music clearances if FBC elects to use such music in connection with
advertising and promoting the Series.  (b)Credit.  FBC acknowledges that, unless and until
Fremantle and 19TV notify FBC to the contrary, Simon Fuller, Cecile Frot-Coutaz
and Simon Jones shall be entitled to executive producer credit on-screen in
each Episode on a shared card, that Nigel Lythgoe, Ken Warwick and Brian
Gadinsky shall be entitled to co-executive producer credit on-screen in each
Episode on a shared card, that Simon Fuller shall be entitled to created by
credit on-screen in each Episode, and that Fremantle and 19TV shall be entitled
to receive a company in association with credit (which may be in the form of
a logo or animated logo) on-screen in each Episode on a separate card at the
end of each Episode.  No casual or
inadvertent failure by FBC to comply with the credit obligations hereunder
shall be deemed a material breach of this  
 *** FOIA Confidential Treatment  19


Agreement; provided that FBC
shall make reasonable efforts to cure on a prospective basis any such failure
to accord credit by altering future prints and ads.  15.Residuals
and Music Performance Clearance.  FBC
hereby agrees to reimburse Fremantle or its designee for all guild and union
residual and reuse obligations (including fringes and taxes thereon) arising
out of FBCs exploitation of the Series and the Episodes hereunder.  FBC shall be solely responsible for clearing
and paying all music performance rights and fees related to FBCs exploitation
of the Series and Episodes hereunder. 
Fremantle shall be responsible for obtaining all music synchronization
licenses necessary for FBCs exhibition of the Episodes as permitted hereunder.  16.Miscellaneous.  (a)Assignment.  FBC may not assign or otherwise transfer this
Agreement or any of its rights or obligations hereunder in whole or in part
without the prior written consent of Fremantle and 19TV; provided, however,
that FBC may assign or otherwise transfer this Agreement and/or its rights or
obligations hereunder in whole or in part without Fremantles or 19TVs consent
in connection with the sale or other transfer of all or substantially all of
FBCs assets.  Fremantle and 19TV may not
assign or otherwise transfer this Agreement and/or any of its rights or
obligations hereunder in whole or in part without the prior written consent of
FBC; provided, however, that Fremantle may assign or otherwise transfer this
Agreement and/or their rights or obligations hereunder in whole or in part
without FBCs consent in connection with the sale or other transfer of all or
substantially all of Fremantles assets and 19TV may assign or otherwise
transfer this Agreement and/or their rights or obligations hereunder in whole
or in part without FBCs consent in connection with the sale or other transfer
of all or substantially all of 19TVs assets. 
This Agreement will bind and inure to the benefit of the parties hereto
and their respective successors and permitted assigns.  (b)Notices.  All notices, demands, and other
communications to any party hereunder shall be in writing and shall be given to
such party at the address set forth below, or such other address as either
party may hereafter specify in writing, and may be given by means of hand
delivery, air mail, express mail, express courier service or facsimile.  All such notices will be deemed given only
upon receipt by the appropriate party.  If to Fremantle:        If to 19TV:       20


If to FBC:       (c)Governing
Law.  This Agreement shall be deemed
to have been made under and shall be interpreted in accordance with and
governed by the internal laws of the State of California and shall be deemed by
the parties and for purposes of choice of law, to be executed and performed
wholly in the County of Los Angeles.  Any
action or proceeding related to or arising out of this Agreement shall be
brought and maintained in the state and federal courts located in Los Angeles
County, California.  The parties
stipulate that either such forum is convenient to them.  Any process in such proceeding may be served
by, among other methods, delivering it or mailing it, by registered or certified
mail, directed to, as applicable, Fremantles, or FBCs address as designated in
this Agreement.  Any such delivery or
mail service shall have the same effect as personal service within the State of
California.  The foregoing shall not
preclude any party hereto from seeking enforcement of any order or judgment
rendered by any California court in any other court or forum.  (d)Counterparts.  This Agreement may be executed by facsimile
and in separate counterparts, each of which will be deemed an original, and
when executed, separately or together, all of such counterparts will constitute
a single original instrument, effective in the same manner as if all parties
hereto had executed one and the same instrument.  Any executed faxed copy hereof shall be deemed
to be an original.  (e)Withholdings.  All payments to any party hereunder shall be
subject to such withholdings and deductions as may be permitted or required by
law.  (f)No
Partnership.  Nothing herein shall
constitute a partnership between or joint venture among any of the parties
hereto or constitute any party the agent of any other.  No party hereto shall hold itself out
contrary to the terms of this paragraph. 
No party hereto shall become liable by any representation, act or
omission of any other party contrary to the provisions hereof.  (g)Waivers,
Amendments, Prior Agreement and More Formal Agreement.  No waiver of any term or condition of this
Agreement shall be construed as a waiver of any other term or condition; nor
shall any waiver of any default under this Agreement be construed as a waiver
of any other default.  The descriptive
headings of the sections of this Agreement are for convenience only and do not
constitute a part of this Agreement.  The
parties hereto anticipate entering into a more formal agreement with respect to
the subject matter hereof, which such agreement shall contain additional FBC
standard provisions for agreement of this type consistent with the terms
hereof, subject to good faith negotiations. 
Until such more formal agreement is prepared and executed by all
parties, or if for any reason it is not prepared and executed by all parties,
it is agreed that this Agreement constitutes a binding contract between the
parties, contains the full and complete understanding among the parties hereto
with respect to the subject matter hereof, supersedes all prior agreements and
understandings, whether written or oral,  21


pertaining thereto and cannot
be modified except by a written instrument signed by each party hereto.  22


Please indicate your acceptance of and agreement with the foregoing by
signing in the space provided below and returning an executed copy hereof to
Fremantle.  Sincerely,FremantleMedia North America, Inc.By:Its:19TV LimitedBy:Its:ACCEPTED AND AGREED TO
  AS OF THE DATE HEREOF:Fox Broadcasting CompanyBy:Its:  23