Exhibit 10.21  DATED 17 March, 2005   SIMON ROBERT FULLER  FULLER NOMINEES LTD  INGENIOUS VENTURES LTD  SPORTS ENTERTAINMENT ENTERPRISES, INC.  and  CKX UK HOLDINGS LIMITED   
  AGREEMENT for the sale and purchase
of the entire issued share
capital of 19 Entertainment Limited  
   Baker & McKenzie  London Ref: TEDG/JTB/TAS


CONTENTS  Clause1.
  Interpretation2.
  Sale and Purchase of
  Shares3.
  Consideration4.
  Completion5.
  Restrictive Covenants6.
  The
  Warrantors and Ingenious Warranties and Indemnity7.
  Purchasers Warranties8.
  Guarantee
  by CKX9.
  Time of the Essence10.
  Announcements11.
  Counterparts12.
  Further Assurance13.
  Variation, Waiver
  and Consent14.
  Rights and
  Remedies of the Parties15.
  Entire
  Agreement16.
  Default
  Interest17.
  Withholding and
  Grossing-Up18.
  Notices19.
  Costs20.
  Third Party Rights21.
  Continuing Effect22.
  Severability23.
  Liability and Release24.
  Assignment25.
  Currency
  Conversion and Euro/Substituted Lawful Currency26.
  Set
  Off27.
  Governing
  Law and Submission to JurisdictionScheduleSCHEDULE 1The Company, the Subsidiaries and the
  SellersPart 1: Details
  of the CompanyPart 2: Details
  of the SubsidiariesPart 3: Details
  of the Shareholding CompaniesPart 4: The
  SellersPart 5: The
  PurchasersSCHEDULE
  2Part 1:
  Sellers Obligations at CompletionPart
  2: Sellers Further Obligations at CompletionPart 3:
  Purchasers Obligations at CompletionSCHEDULE
  3WarrantiesPart 1: General WarrantiesPart 2: Employment
  WarrantiesPart 3: IP & IT
  WarrantiesPart 4: Pensions
  WarrantiesPart 5: Property
  WarrantiesPart 6: Tax Warranties


SCHEDULE 4Ingenious WarrantiesSCHEDULE 5Limitations
  on the liability of the Warrantors under the WarrantiesSCHEDULE 6Purchasers WarrantiesSCHEDULE 7Limitations
  on the liability of the Purchasers under the Purchasers WarrantiesSCHEDULE 8Share Option HoldersSCHEDULE 9PropertiesPart
  1: LeaseholdPart
  2: Occupational LeasesPart
  3: Overseas PropertiesSCHEDULE 10Intellectual
  PropertyPart
  1: Trade MarksPart
  2: Pop Idol Trademarks


DATE:  17 March 2005  PARTIES:  (1)THE SEVERAL PERSONSwhose respective names
and addresses are set out in column 1  of
part 4 of schedule 1 (together the Sellers);  (2)CKX UK HOLDINGS LIMITED
a company incorporated under the laws of England and Wales with registered
number 5389449 and having its registered office at 100 New Bridge Street,
London EC4V 6JA (CKXUK); and  (4)SPORTS ENTERTAINMENT
ENTERPRISES, INC a company incorporated in the state of Colorado and with its principal executive offices at 650 Madison Avenue, New York, New York 1022, USA (CKX, which expression shall include its successor if any).  RECITALS:  (A)The Sellers have agreed
to sell and CKX and CKXUK have agreed to purchase the Shares on the terms set
out in this agreement.  (B)CKXUK is a subsidiary of
CKX. CKX is a publicly traded US company and currently intends to merge with
and into CKX, Inc., a Delaware corporation, which will be its successor for all
purposes.  (C)Ingenious is the parent
company of Ingenious Ventures Limited, one of the Sellers under this agreement.  IT IS AGREEDas follows:  1.INTERPRETATION  1.1Defined terms  In this agreement, the following words and expressions shall have
the following meanings:  Accounting Date means in relation
to any Financial Year of any member of the Group, the last day of that
Financial Year;  Accounts means in relation to any
Financial Year of any member of the Group:  (1)the audited consolidated
balance sheet of the Group as at the Accounting Date in respect of that
Financial Year;  (2)the audited consolidated
profit and loss account and cash flow statement of the Group in respect of that
Financial Year;  (3)the audited balance
sheets of each member of the Group as at the Accounting Date in respect of that
Financial Year; and  (4)the audited profit and
loss accounts and cash flow statements of each member of the Group in respect
of that Financial Year,  together in each case with all notes, reports and statements
required by law or Relevant Accounting Standards to be included in or annexed
to them;  Business Day means a day
(excluding Saturday) on which banks generally are open in the City of London
for the transaction of normal banking business;  4


Beneficiary means the beneficiary
of the Shares owned by Fuller Nominees;  Beneficiary Guarantee Deed means
the deed of guarantee in the agreed form between the Beneficiary and the
Purchasers;  Beneficiary  Put and Call
Option Agreement the lock-in and put and call option agreement in
the agreed form between the Beneficiary and CKX;  CA85 means the Companies Act
1985;  CHAPS means the clearing houses
automated payment system or any other method of electronic transfer for
same-day value;  CKX Group means the group of
companies comprising CKX , any holding company from time to time of CKX and any
subsidiary of CKX (including, following Completion, any member of the Group) or
of any such holding company and member of the CKX Group
shall be construed accordingly;  Claim meansany claim made by the Purchasers against any or all of the Sellers
under this agreement or the Tax Deed including in particular (but without
prejudice to the generality of the foregoing) any claim for breach of the
Warranties or under the Tax Deed;  Companies Acts means CA85, Part V
of the Criminal Justice Act 1993, the Companies Consolidation (Consequential
Provisions) Act 1985 and the Companies Act 1989;  Company means 19 Entertainment
Limited, a private company limited by shares and incorporated in England and
Wales, short particulars of which are set out in part 1 of schedule 1;  Completion means completion of
the sale and purchase of the Shares in accordance with clause 4;  Completion Date means the date
upon which Completion takes place;  Confidential Information means
know-how, trade secrets and other information of a confidential nature wherever
in the world enforceable (including, without limitation, all proprietary
technical and commercial information and techniques in whatever form held, such
as paper, electronically stored data, magnetic media film and microfilm or
orally);  Consideration means the sum of
the Initial Consideration, the Deferred Consideration, the total Option Share
Initial Consideration and the total Option Share Deferred Consideration;  Continuing Directormeans Simon Robert Fuller, being
one of the Directors;  Continuing Directors Employment Contract
means the service agreement in the agreed form between the Company and Simon
Robert Fuller;  Data Room means the
data room maintained at and by the Sellers Solicitors (including replies to
enquiries supplied to the Purchaser or its advisers by or on behalf of the
Sellers);  Deferred Consideration means the
amount of £17,630,879 payable in accordance with clause 3.4;  Deferred Consideration Payment Date
means the earlier of (i) the 30th day after the accounts of the
Group for the Financial Year ended 30 June 2005 have been completed and
audited in accordance with Part VII of the CA85 (unless such day is not a
Business Day in which case it shall be the next Business Day after such 30th
day) and (ii) 30 December 2005;  5


Deferred Consideration Shares
means such number (if any) of shares of common stock in CKX to be issued
pursuant to clause 3.4;  Deferred Issue Price
means the average closing price per share of common stock in CKX quoted on Nasdaq
calculated based on the 5 Trading Days prior to the Deferred Consideration
Payment Date;  Directors means the persons
listed as directors of the Company and each Subsidiary in parts 1 and 2 of
schedule 1;  Disclosed means fairly disclosed
to an appropriate level of detail by the Disclosure Letter (in the case of the
Warrantors) or by the Purchasers Disclosure Letter (in the case of the
Purchasers) as the case may be and Disclosure
shall be construed accordingly;  Disclosure Letter means the letter
in the agreed form of the same date as this agreement (including the contents
of any schedule or appendix thereto) from the Warrantors to the Purchasers
together with all documents annexed to it;  Encumbrance means any Security
Interest, Pre-emption Right, restriction, assignment, hypothecation, or any
other interest, equity or other right of any person, or any agreement or
arrangement to create any of the same and Unencumbered
shall be construed accordingly;  Equity Offering
means any public sale or offering of equity securities in CKX in excess of
US$40,000,000;  Escrow Account means a separate
interest bearing account to be opened by the Escrow Agent in the circumstances
specified in clause 3.8(c) to hold the Escrow Deposit;  Escrow Agent means such Escrow
Agent as shall be jointly agreed upon by the Warrantors and the Purchasers or,
if no such Escrow Agent is agreed between the parties within 5 Business Days of
such appointment being required under clause 3.8, such Escrow Agent shall be such
person as shall be appointed by the President for the time being of the Law
Society in England and Wales on the application of either the Purchasers or the
Warrantors;  Existing Ingenious Consulting Agreement
means the consulting agreement entered into between 19 Entertainment Limited
(then called 19 Management Limited) and Ingenious Media Consulting Limited on
15 August 2001;  Financial Year shall be construed
in accordance with s223 CA85;  Fuller means Simon Robert Fuller
of 19 The Mall, East Sheen, London SW14 7EN;  Fuller Compromise Agreement means
the compromise agreement, in agreed form, between Fuller and the Company;  Fuller Nominees means Fuller
Nominees Limited , a company incorporated under the laws of England and Wales
with registered number 4264633 and having its registered office at Hanover
House, 14 Hanover Square, London W1S 1HP;  Fuller  Put and Call
Option Agreement the lock-in and put and call option agreement in
the agreed form between Fuller and CKX;  Group means the group of
companies comprising the Company and the Subsidiaries and member of
the Group shall be construed accordingly;  Ingenious Consulting Agreement
means the new consulting agreement in the agreed form between Ingenious Media
Consulting Limited and the Company;  6


Ingenious Group means Ingenious,
its subsidiaries and holding companies and the subsidiary undertakings of such
holding companies from time to time, all of them and each of them as the
context admits;  Ingenious means Ingenious
Ventures Limited, a company incorporated under the laws of England and Wales
with registered number 4018420 and having its registered office at 12 New
Fetter Lane, London EC4A 1AG as manager of the Ingenious Ventures Limited
Partnership;  Ingenious Warranties means the
warranties given by Ingenious in Clause 6 and Schedule 4;  Initial Consideration means the
amount of £59,706,899 and the Initial Consideration Shares;  Initial Consideration Shares
means the number of shares of common stock in CKX calculated in accordance with
clause 3.2;  Intellectual Property means
rights in and in relation to Confidential Information, trade marks, service
marks, trade and business names, logos and get up (including any and all goodwill
associated with or attached to any of the same), domain names, patents,
inventions (whether or not patentable), designs, copyrights (including, without
limitation, rights in software), database rights, semi-conductor topography
rights, utility models and all rights or forms of protection having an
equivalent or similar nature or effect anywhere in the world, whether
enforceable, registered, unregistered or registrable (including, where
applicable, all renewals, extensions and applications for registration) and the
right to sue for damages for past and current infringement (including passing
off and unfair competition) in respect of any of the same;  Intra-Group Guarantees means all
guarantees, indemnities, counter-indemnities and letters of comfort of any
nature whatsoever (1) given to any third party by any member of the Group in
respect of a liability of the Sellers and/or as the context may require (2)
given to any third party by the Sellers in respect of a liability of any member
of the Group;  Intra-Group Indebtedness means
all borrowing or indebtedness in the nature of borrowing (including any
indebtedness for monies borrowed or raised under any bank or third party
guarantee, acceptance credit, bond, note, bill of exchange or commercial paper,
letter of credit, finance lease, hire purchase agreement, forward sale or
purchase agreement or conditional sale agreement or other transaction having
the commercial effect of borrowing and all finance, loan and other obligations
of a kind required to be included in the balance sheet of a company or other
entity pursuant to UK Relevant Accounting Standards) outstanding between any
member of the Group on the one hand and any of the Sellers and the Ingenious
Group on the other hand;  Issue Price means US$16.48, being
the average closing price per share of common stock in CKX quoted on Nasdaq
calculated based on the 5 Trading Days prior to the date of this agreement;  Last Accounting Date means 30
June 2004;  Last Accounts means the Accounts
of the Company in respect of the Financial Year ended on the Last Accounting
Date a true copy of which is annexed to the Disclosure Letter;  Losses includes, in
respect of any matter, event or circumstance, all demands, claims, actions,
proceedings, damages, payments, fines, penalties, losses (including direct,
indirect  7


and consequential), costs (including legal costs), expenses
(including taxation), disbursements or other liabilities in any case of any
nature whatsoever;  Management Accounts means the
unaudited balance sheet of the Company and the unaudited consolidated balance
sheet of the Group as at 31 January 2005 and the unaudited profit and loss
account of the Company and the unaudited consolidated profit and loss account
of the Group for each of the monthly periods from 1 July 2004 to 31 January
2005 inclusive in the agreed form;  Moral Rights means the rights of
an author of a copyright literary, dramatic, musical or artistic work or a
director of a copyright film (Work) to be
identified as the author or director (as the case may be) of the Work, not to
have Work subjected to derogatory treatment and not to have a Work falsely
attributed to him as the author or director (as the case may be) in each case
wherever in the world enforceable;  Nasdaq means the National Market
System of The Nasdaq Stock Market Inc;  Non-compete Agreement means the
agreement, in the agreed form, relating to certain non-compete restrictions to
be entered into between Fuller and CKX;  Option Shares means the ordinary
shares of £0.01 in the share capital of the Company to be issued upon exercise
of the Share Options;  Option Share Deferred Consideration
means the aggregate deferred consideration payable to Share Option Holders
calculated in accordance with clause 3.6;  Option Share Initial Consideration
means the aggregate initial consideration payable to Share Option Holders
calculated in accordance with clause 3.5;  Pearson Agreement means the
agreement between 19 TV Limited and Pearson Television Operations B.V. (now known as Fremantle Media Operations BV) dated 6 July 2001 and
which has been assigned by Fremantle Media Operations B.V. to Fremantle Media
Limited as subsequently amended;  Planning Acts means the Town and
Country Planning Act 1990, the Planning (Listed Buildings and Conservation
Areas) Act 1990, the Planning (Hazardous Substances) Act 1990, the Planning
(Consequential Provisions) Act 1990 and the Planning and Compensation Act 1991
and any amendment or substitution of such act from time to time and the Rules,
Regulations and Orders made under them or continued by them as they apply from
time to time;  Pre-emption Right
means any right to acquire, option, right of first refusal or other right of
pre-emption or any agreement or legally binding arrangement to create any of
the same;  Proceedings means any
proceedings, suit or action arising out of or in connection with this
agreement;  Properties means the property or
properties short particulars of which are set out in schedule 9;  Purchasers means CKX and CKXUK;  Purchasers Disclosure
Letter means the letter in the agreed form of the same date as this
agreement (including the contents of any schedule or appendix thereto) from the
Purchasers to the Sellers together with all documents annexed to it;  8


Purchasers Senior Managementmeans each of Robert F.X. Sillerman, Howard Tytel, Tom
Benson, Mitchell Slater and Kraig Fox  Purchasers Solicitors means
Baker & McKenzie of 100 New Bridge Street, London EC4V 6JA;  Purchasers Warranties the
warranties given by the Purchasers in clause 7 and schedule 6;  Relevant Contracts
means (i) the Pearson Agreement; (ii) the agreement dated 22 April 2002 as subsequently
amended between Fox Broadcasting Company, Fremantle Media North America, Inc.
and 19 TV Limited relating to the production by Fremantle Media North America
Inc. and the licensing by Fremantle Media North America Inc. and 19 TV Limited
of episodes of American Idol; and (iii) the agreement dated 8 February 2002
between 19 Recordings Limited and Ronagold Limited as amended by notices
relating to specific territories and the amendment agreement and settlement
agreement dated 14 October 2004;  Registration Rights Agreement
means the registration rights agreement, in the agreed form, between CKX,
Fuller and Fuller Nominees;  Relevant Accounting Standards
means, in relation to any Accounts or Management Accounts or any balance sheet
or profit and loss account of any company or other entity, any of the following
in force on the relevant Accounting Date or the date of those Management
Accounts, such balance sheet or profit and loss account, namely any applicable
Statement of Standard Accounting Practice, Financial Reporting Standard, Urgent
Issues Task Force Abstract or Statement of Recommended Practice issued by the
UK Accounting Standards Board (or any successor body) or any committee of it or
body recognised by it and, to the extent that any member of the Group is not
required to comply with any of the foregoing, the relevant accounting standards
applicable to that member of the Group;  SEC means the Securities and
Exchange Commission;  Security Interest
means any mortgage, charge, pledge, lien, title retention, sale and leaseback
arrangement or any other agreement or arrangement having the effect of
conferring security;  Sellers Solicitors means
Harbottle & Lewis LLP of Hanover House, 14 Hanover Square, London, W1S 1HP;  Senior Management means each of
Simon Robert Fuller, Paul Nicholas Bedford, Patrick Anthony McKenna, Andrew
Ronald Stinson, Sanjay Wadhwani, Tom Manwaring and Charles Garland;  Service Document means a document
relating to or in connection with any Proceedings;  Shares means the entire issued
share capital of the Company as shown in part 1 of schedule 1;  Share Options means the options
granted under the Option Agreements entered into between the Company and the
Share Option Holders;  Share Option Holders means the
persons holding options over the unissued shares in the share capital of the
Company pursuant to the Share Options as listed at schedule 8;  Share Option Exercise Form means
the irrevocable option exercise form in the agreed form;  9


Shareholding Companies means
those companies whose names are listed in part 3 of schedule 1;  Subsidiaries means the companies
details of which are given in part 2 of schedule 1 and any reference to a
Subsidiary is a reference to any of them;  Tax has the meaning given to that
term in the Tax Deed;  Tax Authority has the meaning
given to that term in the Tax Deed;  Tax Deed means the deed relating
to Tax in the agreed form;  Taxes Act means the Income and
Corporation Taxes Act 1988;  Trading Day means a day on which
Nasdaq is open for the transaction of business;  Transaction Documents means this
agreement, the Tax Deed, the Disclosure Letter, the Purchasers Disclosure
Letter the Continuing Directors Employment Contract, Fuller Compromise
Agreement, the Ingenious Consulting Agreement, the Fuller Put and Call Option
Agreement, the Beneficiary Put and Call Agreement, the Beneficiary Guarantee
Deed,  the Non-compete Agreement, the Registration
Rights Agreement and the Share Option Exercise Form;  VATA means the Value Added Tax
Act 1994;  Warranties means the warranties
given in clause 6 and schedule 3; and  Warrantors means Fuller and
Fuller Nominees.  1.2Statutory provisions  All references to statutes, statutory provisions, enactments, EU
Directives or EU Regulations shall include references to any consolidation,
re-enactment, modification or replacement of the same, any statute, statutory
provision, enactment, EU Directive or EU Regulation of which it is a consolidation,
re-enactment, modification or replacement and any subordinate legislation in
force under any of the same from time to time except to the extent that any
consolidation, re-enactment, modification or replacement enacted after the date
of this agreement would extend or increase the liability of any party to
another under this agreement.  1.3Holding company and
subsidiary  A company or other entity shall be a holding
company for the purposes of this agreement if it falls within
either the meaning attributed to that term in ss736 and 736A CA85 or the
meaning attributed to the term parent undertaking
in s258 CA85, and a company or other entity shall be a subsidiary
for the purposes of this agreement if it falls within either the meaning
attributed to that term in ss736 and 736A CA85 or the meaning attributed to the
term subsidiary undertaking in s258 CA85,
and the terms subsidiaries and holding companies are to be construed accordingly.  1.4Agreed form  Any reference to a document in the agreed form
is to the form of the relevant document in the terms agreed between the Sellers
and the Purchasers prior to the execution of this agreement.  10


1.5Recitals, schedules,
etc.  References to this agreement include the recitals and schedules
which form part of this agreement for all purposes.  References in this agreement to the parties,
the recitals, schedules and clauses are references respectively to the parties
and their legal personal representatives, successors and permitted assigns, the
recitals and schedules to and clauses of this agreement.  1.6Meaning of references  Save where specifically required or indicated otherwise:  (a)words importing one
gender shall be treated as importing any gender, words importing individuals
shall be treated as importing corporations and vice versa, words importing the
singular shall be treated as importing the plural and vice versa, and words
importing the whole shall be treated as including a reference to any part
thereof;  (b)references to a person
shall include any individual, firm, body corporate, unincorporated association,
government, state or agency of state, association, joint venture or
partnership, in each case whether or not having a separate legal personality.  References to a company shall be construed so
as to include any company, corporation or other body corporate wherever and
however incorporated or established;  (c)references to the word include or including (or
any similar term) are not to be construed as implying any limitation and
general words introduced by the word other (or any
similar term) shall not be given a restrictive meaning by reason of the fact
that they are preceded by words indicating a particular class of acts, matters
or things;  (d)references to any
English statutory provision or legal term for any action, remedy, method of
judicial proceeding, legal document, legal status, court, official or other
legal concept, state of affairs or thing shall in respect of any jurisdiction
other than England be deemed to include that which most nearly approximates in
that jurisdiction to the English statutory provision or legal term or other
legal concept, state of affairs or thing;  (e)any reference to writing or written
includes any method of reproducing words or text in a legible and
non-transitory form but, for the avoidance of doubt, shall not include e-mail;  (f)references to indemnify and to indemnifying
any person against any Losses by reference to any matter, event or circumstance
includes indemnifying and keeping that person indemnified against all Losses
from time to time made, suffered or incurred as a direct or indirect
consequence of or which would not have arisen but for that matter, event or
circumstance;  (g)references to sterling or £ or pounds are to the lawful currency of the United Kingdom as
at the date of this agreement. 
References to Euro or  are to the single currency of the European Union
constituted by the Treaty on European Union; and  (h)references to times of
the day are to that time in London and references to a day are to a period of
24 hours running from midnight to midnight.  11


1.7Headings  Clause and paragraph headings and the table of contents are
inserted for ease of reference only and shall not affect construction.  1.8Connected persons  Section 839 Taxes Act is to apply to determine whether one person
is connected with another for the purposes of this agreement.  1.9Awareness  (a)Where any statement is
qualified by the expression to the best of the knowledge of the Warrantors or
so far as the Warrantors are aware or any similar expression, the Warrantors
shall be deemed to have knowledge of:  (i)anything of which the
Warrantors have actual knowledge; and  (ii)anything of which they
would have had knowledge had they made due and careful enquiry of the Senior
Management immediately before giving the statement.  (b)Where any statement is
qualified by the expression to the best of the knowledge of the Purchasers or
so far as the Purchasers are aware or any similar expression, the Purchasers
shall be deemed to have knowledge of:  (i)anything of which the
Purchasers have actual knowledge; and  (ii)anything of which they
would have had knowledge had they made due and careful enquiry of the
Purchasers Senior Management immediately before giving the statement.  2.SALE AND
PURCHASE OF SHARES  2.1Sale and purchase of
Shares  (a)Each Seller shall at
Completion sell (relying on the Purchasers Warranties and the other
obligations of the Purchasers under this agreement) and the Purchasers in the
proportions shown in column 2(a) of Part 4 of schedule 1 (relying on the
Warranties and Ingenious Warranties) and the other obligations of the Sellers
under this agreement) shall purchase the entire legal and beneficial ownership
in the Shares listed against that Sellers name in column 2 of part 3 of
schedule 1 with the rights and subject to the restrictions attaching to those
Shares in the articles of association of the Company but otherwise free from
all Encumbrances.  (b)Each Seller covenants
with the Purchasers that he/it has now and at all times up to and at Completion
shall have full power and the right to sell and transfer the legal and
beneficial title in the Shares listed against that Sellers name in column 2 of
part 4 of schedule 1 on the terms set out in this agreement.  2.2Rights attaching to the
Shares  The Shares shall be sold together with all rights now or hereafter
attaching to them, including all rights to any dividend or other distribution
declared, made or paid after the date of this agreement.  12


2.3Waiver of restrictions
on transfer  Each Seller hereby irrevocably waives and agrees to procure the
waiver of any restrictions on transfer (including rights of pre-emption) which
may exist in relation to the Shares or the Option Shares, whether under the
articles of association of the Company or otherwise.  2.4Purchase of the Option
Shares  Each of the Sellers undertake to take all reasonable steps to
procure execution by the Share Option Holders of the Share Option Exercise
Forms in each case prior to Completion and each of the Purchasers undertake to
take all reasonable steps to procure execution of the Share Option Exercise
Forms in each case and agrees to acquire the Option Shares on the terms of the
Share Option Exercise Forms.  2.5Sale of all the Shares
and Option Shares  The Purchasers shall not be obliged to complete the purchase of
any of the Shares and Option Shares unless the sale of all the Shares is
completed simultaneously in accordance with this agreement and the Option
Exercise Forms.  2.6Title to the shares in
the Subsidiaries  Each Seller covenants with the Purchasers that the Shares
represent the entire issued and allotted share capital of the Company and the
Company is (or a Subsidiary is) the sole legal and beneficial owner of the
relevant shares in the issued share capital of each of the 19 TV Limited, 19
Merchandising Limited, 19 Recordings Limited and 19 Touring LLC free from all
Encumbrances.  3.CONSIDERATION  3.1Total price  The total price for the Shares to be paid by the Purchasers to the
Sellers and the Share Option Holders shall be the Consideration.  3.2Calculation of Initial
Consideration Shares  The number of Initial Consideration Shares shall be such number of
shares of common stock in CKX as shall at the Issue Price have a value in
aggregate of £14,443,016 on the Completion Date.  3.3Satisfaction of Initial Consideration  The Initial
Consideration shall be satisfied by the allotment and issue of the Initial
Consideration Shares by CKX to Fuller and Fuller Nominees in the proportions
set out in column 3 of part 4 of schedule 1 and the payment of £59,706,899 in
cash in the proportions shown in column 3 of part 4 of schedule 1 by the
Purchasers to the Sellers on the basis and to the extent indicated in column 3
of part 4 of schedule 1. No fraction of an Initial Consideration Share shall be
allotted or issued to the Sellers and the number of Consideration Shares shall
be rounded to the nearest whole number.  3.4Calculation and satisfaction of Deferred Consideration  (a)The Deferred Consideration shall be equal to £17,630,879 to be
satisfied by payment in cash (subject to clause 3.4(b) to (e) below) by the
Purchasers in the proportions shown in column 2(b) of part 5 of schedule 1 to
the Sellers in the proportions indicated in column 4 of part 4 of schedule 1 on
the Deferred Consideration Payment  13


Date, 
PROVIDED THAT thePurchasers shall not have notified the
Sellers and/or Warrantors in writing of a Claim in good faith.  If by such time such a Claim shall have been
so notified, the provisions of clause 3.8 shall apply.  (b)Fuller may, by notice in writing to the Purchasers
at least 5 Business Days before the Deferred Consideration Payment Date,
specify that the Deferred Consideration (but not some of it) due to Sellers
(other than Ingenious Ventures) should be satisfied by the allotment and issue
by CKX of such number of Deferred Consideration Shares at the Issue Price as
are equal to the total amount of the Deferred Consideration payable to the
Sellers (other than Ingenious Ventures) (the Deferred
Share Notice).  In which
event, the Purchasers may, in their absolute discretion, by notice in writing to Fuller
at least 2 Business Days prior to the Deferred Consideration Date, specify
that, notwithstanding the Deferred Share Notice, the Deferred Consideration due
to the Sellers (other than Ingenious Ventures) shall be settled in cash.  No fraction of a Deferred Consideration Share
shall be allotted or issued and the number of Deferred Consideration Shares
shall be rounded to the nearest whole number.  (c)In the event that CKX has not, on or before 30 June 2005, completed
an Equity Offering, and Fuller shall not have elected to receive the Deferred
Consideration in the form of Deferred Consideration Shares in accordance with
clause 3.4(b) above, the Purchasers may, in their absolute discretion, by
notice in writing to the Sellers at least 2 Business Days prior to the Deferred
Consideration Payment Date, specify that the Deferred Consideration shall be
settled by the allotment and issue by CKX of such number of Deferred
Consideration Shares at the Deferred Issue Price as are equal to the total
amount of the Deferred Consideration payable to the Sellers (including
Ingenious), provided that any Deferred Consideration Shares received by the
Sellers in connection with this clause 3.4(c) shall be fully registered with
the SEC, (which rights shall be in addition to and not in replacement of the
rights set out in the Registration Rights Agreement) freely tradeable and shall
not be subject to the Fuller Put and Call Option Agreement or the Beneficiary
Put and Call Option Agreement.  (d)If one or more of the Sellers (including Ingenious) holding in
excess of 50% of the Deferred Consideration Shares received under clause 3.4(c)
above intend to transfer in excess of 50% of such Deferred Consideration Shares
at any time before 1 January 2006, such Sellers (the Selling Shareholders) shall, by the
notice in writing to the Purchasers, notify the Purchasers of such intention
and specify the number of such Deferred Consideration Shares they intend to
transfer (the Sale Notice).  The Purchasers may, within 5 Business Days of
receipt of a Sale Notice specify, by notice in writing to the relevant Seller
or Sellers, that they shall only sell such Deferred Consideration Shares
through the underwriting services of a reputable underwriting firm of the
Purchasers choice. All expenses, other than underwriting discounts and commissions relating
to the registration of any Deferred
Consideration Shares, incurred in connection with registrations, filings or qualifications
pursuant to clause 3.4(c) and (d), including, without limitation, all
registration, filing and qualification fees, printers and accounting fees,
fees and disbursements of counsel for CKX, and the reasonable fees and
disbursements of one counsel for the Sellers, shall be borne by CKX.  (e)In the event that the price per Deferred Consideration Share received
by the Selling Shareholders upon such a sale in accordance with Section 3.4(d)
above shall be less than the Deferred Issue Price, the Purchasers shall be
required, within ten (10) days following the date of such sale, to pay to the
Selling Shareholders, by delivery of cash an amount equal to the shortfall per
share in respect of each such Deferred Consideration Share.  14


3.5Calculation of Option
Share Initial Consideration  The Option Share Initial Consideration shall be £4,798,701 and
such number of shares of common stock in CKX as shall at the Issue Price have a
value of £1,683,384 on the Completion Date.  3.6Calculation of Option Share Deferred Consideration  The Option
Share Deferred Consideration shall be equal to £1,537,121.  The Option Share Deferred Consideration shall
be settled in cash or shares of common stock in CKX in accordance with and on
the same basis as the Deferred Consideration due to the Sellers (other than
Ingenious Ventures).  3.7Satisfaction of the Option Share Initial Consideration and Option
Share Deferred Consideration  The Option
Share Initial Consideration and the Option Share Deferred Consideration shall
be satisfied in accordance with the terms of the Share Option Exercise Form
and, in the case of the cash element of such payments in such proportions as
shown in column 2(b) of part 4 of schedule 1.  3.8Deferred Consideration settlement in the event of a Claim:  (a)If a Claim is so notified and is settled or otherwise determined (as
defined below) prior to the Deferred Consideration Payment Date, there shall be
deducted pro-rata from the Deferred Consideration payable to the Seller(s) in
respect of whom the relevant Claim could have been made against an amount equal
to the amount of the Claim (as so settled or determined) in satisfaction of the
relevant liability or, if the aggregate amount of Deferred Consideration
payable to the Seller(s) in respect of whom the relevant Claim could have been
made against is less than the amount of the Claim (as so settled or
determined), the aggregate amount of the Deferred Consideration payable to the
Seller(s) in respect of whom the relevant Claim could have been made against
will be credited towards satisfaction of the relevant liability.  (b)If a Claim is so notified prior to the Deferred Consideration
Payment Date but such Claim is not settled or otherwise determined prior to
such date, then within 10 Business Days of such date the Purchasers shall notify the relevant Sellers in writing of its good faith
estimate of the amount of such Claim such notice to be accompanied by the
written opinion of Counsel of not less than 10 years call to the effect that
the Purchasers have, in Counsels opinion, a valid basis for asserting the
Claim and have a reasonable prospect of succeeding on the Claim to the extent
of the amount so estimated or, if less, the amount stated in the opinion.  If no opinion is served within this time then
the Purchaser shall forfeit its entitlement to delay payment of the Deferred
Consideration to the relevant Seller(s) pursuant to this Clause 3.8.  Subject to receipt by the relevant Sellers of
such notice and opinion within such period, there shall be retained pro rata
from the Deferred Consideration an amount equal to the lesser of (i) the amount
so estimated or stated and (ii) the aggregate amount of the Deferred
Consideration payable to the Seller(s) in respect of whom the relevant Claim
could have been made against (the lesser of (i) and (ii), the Escrow Deposit).  The
balance, if any, (subject to any adjustments in accordance with clause 3.8(a)
above) shall be paid to the relevant Sellers pro rata to their entitlement to
the same on the Deferred Consideration Payment Date.  (c)If a Claim is so notified prior to the Deferred Consideration
Payment Date but such Claim is not settled or otherwise determined prior to
such date, then on such date the Escrow Deposit shall be deposited by the Purchasers into the Escrow Account to be  15


operated in accordance with clause 3.8(d)
below until such Claim or Claims is or are settled or otherwise determined.  (d)The Purchasers and Sellers agree that:  (i)No amount shall be released from the Escrow
Account except as provided in this clause 3.8. 
As soon as practicable after any Claim is
settled or otherwise determined (but in any event no more than 5 Business Days
thereafter), the Purchasers and Sellers shall instruct the Escrow Agent to
release the Escrow Deposit in accordance with clauses 3.8(d) and 3.8(e).  (ii)Any bank or other charges arising on the Escrow
Account shall be charged to the Escrow Account.  (iii)Any interest or profit accruing to the Escrow
Account (subject to any deduction of tax at source and any bank or other charges
properly charged to the Escrow Account) shall be retained in the Escrow
Account.  Each time funds are paid out of
the Escrow Account such funds shall have added to them the corresponding
proportion of the interest and profit accrued to the Escrow Account (subject to
any deductions as above).  (iv)The Escrow Deposit shall be held by the Escrow Agent for the benefit of
the Sellers and the Purchasers and on the terms set out in this clause 3.8(d).  (v)The Purchasers and Sellers shall direct the Escrow Agent to maintain
a ledger (the Escrow Ledger) setting forth (i) all income or other items earned on and
distributions from or other items charged against the Escrow Account and (ii)
with respect to any distribution pursuant to this agreement, the provision of
this agreement pursuant to which such distribution has been made.  The Purchasers and
Sellers shall each have access to the Escrow Ledger from time to time during
business hours.  (e)On settlement or other determination of any such Claim there shall
be deducted from the Escrow Account an amount equal to the amount of the
Claim(s) (as so settled or determined) in satisfaction of the relevant
liability or, if the aggregate amount in the Escrow Account is less than the
amount of the Claim(s) (as so settled or determined), the total amount in the
Escrow Account shall be credited towards satisfaction of the relevant
liability.  Once all such Claims have
been settled or otherwise determined, any remaining balance (if any) of the
Escrow Account (subject to any adjustments in accordance with clause 3.8(a)
above) shall be paid to the relevant Seller(s) pro rata to their entitlement to
Deferred Consideration on the later of (i) the Deferred Consideration Date and
(ii) the earliest practicable Business Day after the date on which all such
Claims have been settled or otherwise determined.  In the event that a Deferred Share Notice
shall have been accepted by the Purchasers in accordance with clause 3.4(b),
such payment to the Sellers (other than Ingenious Ventures) shall be satisfied
by the issue of Deferred Consideration Shares in accordance with clause 3.4(b)
and after full satisfaction thereof the cash held in the Escrow Account in
respect of the payment of Deferred Consideration to such relevant Sellers shall
be released to the Purchasers.  (f)For the avoidance of doubt nothing contained in this clause 3.8
shall prejudice the right of the Purchasers to recover against any Seller
in respect of any Claim (whether such Claim is made before or after the
Deferred Consideration Payment Date) otherwise than in accordance with the
provisions of this clause 3.8.  16


3.9Off- Set of Initial
Consideration Shares and Deferred Consideration Shares  (a)The Purchasers agree with
each of the Warrantors that if a Claim or Claims against either or both of the
Warrantors are settled or determined then upon written notice by the Warrantors (exercisable in their sole and absolute
discretion) to
the Purchasers within ten Business Days of the day the Claim is settled or
determined each of the Warrantors shall be entitled to satisfy the
Claim (as so settled or determined) in whole or in part
by transferring back to CKX for nil consideration such number of the Initial
Consideration Shares and the Deferred Consideration Shares (if any) (the CKX Shares) as will at the Issue Price satisfy the relevant liability or specified part thereof in respect
of the Claim PROVIDED THAT each of
the Warrantors may only give notice with respect to such transfer or transfers
of CKX Shares in respect of a total in aggregate of 25% of the number of CKX
Shares received by him. For the avoidance of doubt nothing in this clause
3.9(a) shall prejudice the right of the Purchasers to recover against the
Sellers for the balance of any Claim or in any respect to any further Claims
subject to the limitations set out in schedule 5 and clauses 3 or 6 of the Tax
Deed.  (b)Completion of the
transfer of the CKX Shares referred to in clause 3.9(a)  above shall take place at the offices of CKX
at 650 Madison Avenue, New York, New York 1022, USA at 10 am (NY time) on the
date that is the third Business Day after the service of the relevant notice
under clause 3.9(a).  (c)At completion, Mr Fuller
shall deliver or procure the delivery to CKX of:  (i)a duly executed transfer
or transfers in respect of the relevant CKX Shares in favour of CKX or such
person(s) as the CKX may direct;  (ii)the share certificate(s)
representing the relevant CKX Shares; and  (iii)such other documents as
may be necessary to enable CKX or its nominee(s) to obtain a good title to the
relevant CKX Shares.  (d)If for any reason Mr
Fuller fails to comply with the provisions of clause 3.9(c), CKX may, as the
attorney of Mr Fuller, execute a transfer or transfers of the CKX Shares to CKX
or to its order and/or direct the registered holder of the CKX Shares to
transfer the same to CKX or to its order.  (e)Notwithstanding anything to the contrary set
forth in this agreement or in any of the other Transaction Documents, any
transfer of CKX Shares by the Warrantors to the Company pursuant to this clause
shall be a permitted transfer and shall not be subject to any restrictions
hereunder or thereunder.  (f)For the purposes of clauses 3.8 and 3.9, settlement
shall mean an agreement in writing signed by or on behalf of the relevant
Sellers and the Purchasers in respect of one or more relevant Claims and a determination shall mean a judgement of the Supreme Court
in England and Wales or other court of competent jurisdiction and settled and determined
shall be construed accordingly.  4.COMPLETION  4.1Timing  Completion shall take place immediately after the signing of this
agreement.  17


4.2Location  Completion shall take place at the offices of the Purchasers
Solicitors when all (but not some only) of the events detailed in this clause 4
shall occur.  4.3Sellers obligations at
Completion  At Completion, the Sellers shall:  (a)deliver (or cause to be
delivered) to the Purchasers the items listed in part 1 of schedule 2 (the
Purchasers receiving those items, where appropriate, as agent of the Company);
and  (b)procure that all
necessary steps have been taken properly to effect the matters listed in part 2
of schedule 2 at board meetings of the Company and each member of the Group and
deliver to the Purchasers duly signed minutes of such board meetings.  4.4Purchasers obligations
at Completion  At Completion, the Purchasers shall do or deliver (or cause to be
delivered) to the Sellers the matters or items listed in part 3 of schedule 2.  4.5Receipt of funds and
stock certificates  The Sellers hereby confirm that the Sellers Solicitors are
irrevocably authorised by the Sellers to receive:  (a)the payment of the cash
elements of the Initial Consideration and Deferred Consideration on the
Sellers behalf and the receipt by the Sellers Solicitors shall be an absolute
discharge for the Purchasers who shall not be concerned to see to the
application thereof or be answerable for the loss or misapplication of such
sum; and  (b)the share certificates
in respect of the Initial Considerations Shares and Deferred Consideration
Shares allotted and issued to any of the Sellers.  4.6Failure to complete  Without prejudice to any other remedies available to any party, if
the provisions of clause 4.3 or 4.4 (as the case may be) are not complied with
in any respect on the Completion Date, the other parties shall not be obliged
to complete the sale or purchase of the Shares or pay any of the Consideration
(as appropriate) and the other parties may in their absolute discretion (in
addition and without prejudice to any other right or remedy available to it) by
written notice to the party in default:  (a)defer Completion by a period
of not more than 28 days to such other date as it may specify in such notice
(and so that the provisions of this clause 4.6 shall apply to Completion as so
deferred);  (b)waive all or any of the
requirements contained or referred to in clause 4.3 or 4.4 (as the case) may be
at its discretion (and without prejudice to its rights under this agreement)
and proceed to Completion so far as practicable; or  (c)terminate this agreement
without liability on its part.  18


4.7Effect of termination  All rights and obligations of the parties shall cease to have
effect immediately upon termination of this agreement save that:  (a)clauses which are
expressed to survive its termination or expiry, or which from their nature or
context it is contemplated that they are to survive termination (including,
without limitation, clauses 10,18, 19, 20 and 26); and  (b)any provision of this
agreement necessary for its interpretation or enforcement  shall continue in force following termination of this agreement
(for whatever reason) and further save that termination of this agreement (for
whatever reason) shall be without prejudice to the respective rights and
liabilities of each of the parties accrued prior to such termination.  4.8No Waiver  If, notwithstanding the occurrence of any fact, matter or event
which would otherwise give rise to a right to terminate this agreement under
this clause 4, any party proceeds to Completion, the fact that they have
proceeded to Completion shall not constitute a waiver of any right or
entitlement of that party to make any claim under the Transaction Documents.  5.RESTRICTIVE
COVENANTS  5.1Restrictions of Fuller  Fuller covenants with each of the Purchasers and the Company (with
the intention of assuring to the Purchasers the full benefit and value of the
goodwill and connections of the Group and as a constituent part of the
agreement for the sale of the Shares) that, except with the consent in writing
of the Purchasers or in the proper performance of his duties under the
Continuing Directors Employment Contract:  (a)for the period of two
years after Completion, he will not within any country in which the Company or
any of the Subsidiaries is carrying on business at Completion or in any Relevant
Territory at the date of this agreement as defined in the Pearson Agreement
either on his own account or in conjunction with or on behalf of any other
person, carry on or be engaged, concerned or interested, directly or
indirectly, whether as shareholder, director, partner, agent or otherwise, in
carrying on any business which competes with the business carried on by the
Company or any of the Subsidiaries at Completion (other than as a holder of
shares in a company carrying on such a business where the shareholding is for
investment purposes only and does not confer any control over the business in
question) save that Fuller shall not be in breach of any of the restrictions
set out in this clause 5.1(a) or 5.1(f) by reason of his continued involvement
as a shareholder and director of Popworld Limited provided that Fuller is not
involved in the management or oversight of Popworld Limited.  (b)for the period of two
years after Completion, he will not, either on his own account or in
conjunction with or on behalf of any other person, interfere or seek to
interfere with the continuance of supplies to the Company or any of the
Subsidiaries from any person who shall at any time within the 12 months
preceding Completion have been a supplier of goods or services to the Company
or any of the Subsidiaries;  (c)for the period of two
years after Completion, he will not, either on his own account or in
conjunction with or on behalf of any other person, solicit or entice away or
attempt to solicit or entice away from any member of the Group, offer
employment to or  19


employ
any person who is at Completion or who was at any time during the period of
twelve months immediately preceding Completion employed in a managerial,
supervisory, technical or sales capacity by, or engaged as a consultant to, any
member of the Group and who remains so employed or engaged immediately prior to
the relevant breach of this clause 5.1(c) (whether or not such person would
commit a breach of contract by reason of leaving such employment or
engagement);  (d)he will not at any time
hereafter make use of or disclose or divulge to any person (other than to
officers or employees of any member of the Group whose province it is to know
the same) any Confidential Information relating to any member of the Group
unless:  (i)required by law or any
governmental or regulatory body in any jurisdiction; or  (ii)the relevant information
was or becomes in the public domain (other than by reason of a breach of this
clause by Fuller);  (e)if, in connection with
the business or affairs of any member of the Group, he shall have obtained
Confidential Information belonging to any third party under an agreement
purporting to bind any member of the Group which contained restrictions on
disclosure, he will not without the previous written consent of the Purchasers
and, if appropriate, the relevant third party at any time infringe such
restrictions;  (f)he will not at any time
hereafter in relation to any trade, business or company use a trade name, trade
or service mark, design or logo including the words 19, Pop Idol or
Idol or any words confusingly similar thereto in such a way as to be capable
of or likely to be confused with any trade name, trade or service mark, design
or logo used by any member of the Group at Completion (whether registered or
not); and  (g)for the period of two
years after Completion, he will not be involved in or concerned in any
television programme or with any artist or artists selected as part of a
television programme which competes with the Format (as defined in the Pearson
Agreement).  For the purposes of this
clause 5.1(g), it is understood that a programme competes with the Format if it
involves a search for a recording and/or song writing artist (whether an
individual artist or a group of more than one) and the making of commercial
recordings by that artist(s) or exploitation of songs written by that artist(s)
or the signature of a recording and/or publishing agreement by that artist(s).  5.2Restrictions of
Ingenious  Ingenious
covenants with each of the Purchasers the Company, each member of the Group
and any other of the CKX Group (with the intention of assuring to the
Purchasers the full benefit and value of the goodwill and connections of the
Group and as a constituent part of the agreement for the sale of the Shares)
that, except with the consent in writing of the Purchasers, they will not and
they will procure that no member of the Ingenious Group shall:  (a)for the period of two years after Completion, produce on its own
account any television programme utilising creative elements which are
substantially similar to the Format;  (b)for the period of two years after Completion directly invest on is
own account in any business which at such time it knows does or intends to
produce a television programme with elements substantially similar to the
Format;  20


(c)for a period of two years after Completion, knowingly permit any entity,
in circumstances where it can control the relevant activities of that entity,
in which it has an interest from promoting its affiliation with the Ingenious
Groups affiliation with the Company and/or the Format but, for the avoidance
of doubt, Ingenious may, for the purposes of publicising its prior investment
and advisory credentials, mention in any of its own publications the fact that
it has previously been an investor in or advisor to the Company and the names
of television programmes with which the Group has been involved, or any such
factual matter about the Company that is in the public domain (but such
publicity may not include without the prior written consent of the Purchasers
and the Company use of any of the trademarks in which any member of the Group
has an interest). In publicising Ingenious prior investment credentials,
Ingenious may make reference to the history of its investment in the Group, the
timing of its investment and exit, and the IRR realised on the exit;  (d)at any time hereafter in
relation to any trade, business or company use a trade name, trade or service
mark, design or logo including the word 19, Pop Idol or Idol or any word
confusingly similar thereto in such a way as to be capable of or likely to be
confused with any trade name, trade or service mark, design or logo of any
member of the Group (whether registered or not).  5.3Severance  Each of the restrictions contained in clauses 5.1(a) to 5.1(g) and
5.2(a) to 5.2(d) is separate and severable an91d in the event of any such
restriction being determined to be unenforceable in whole or in part for any
reason, that unenforceability shall not affect the enforceability of the
remaining restrictions or (in the case of restrictions unenforceable in part)
the remainder of that restriction.  5.4Modification of
restrictions  While the restrictions contained in this clause 5 are considered
by the parties to be reasonable in all the circumstances, it is recognised that
restrictions of the nature in question may fail for technical reasons and
accordingly it is hereby agreed and declared that if any of such restrictions
shall be adjudged to be void as going beyond what is reasonable in all the
circumstances for the protection of the interests of the Purchasers but would
be valid if part of the wording thereof were deleted or the periods thereof
reduced or the range of activities or area dealt with thereby reduced in scope,
the said restriction shall apply with such modifications as may be necessary to
make it valid and effective.  5.5Exception from
restrictions  The restrictions contained in clause 5.1 shall be without
prejudice to performance by and shall not limit the restrictions on the
Continuing Director under the terms of agreements entered into pursuant to this
agreement.  5.6Acknowledgement  The Purchaser
and Sellers each acknowledge that, as a result of certain business
activities of the Group, which activities represent a small percentage of the
overall turnover of the Group, members of the Group may be deemed a Competitive
Company as such term is defined in that certain Non-Compete Agreement
dated as of 10 April 2001 by and among Clear Channel Communications, Inc., SFX
Entertainment, Inc., FXM, Inc. and Robert F.X. Sillerman, and that, from the
Completion Date until 1 August 2005 (inclusive), each of CKX and Mr. Sillerman,
in accordance with the terms of such non-compete agreement, will limit its or
his involvement with respect to such minor business activities to the
supervision of the financial, tax, accounting and similar non-operational
aspects thereof. During such period, Fuller agrees  21


to assume
responsibility for the oversight of all other areas related to such business
operations.  6.THE WARRANTORS
AND INGENIOUS WARRANTIES AND INDEMNITY  6.1Warranties of the
Warrantors  (a)Each of the Warrantors
warrants jointly and severally to the Purchasers that, except as Disclosed,
each of the statements set out in schedule 3 will at Completion be true and
accurate and for the purposes of the Warranties, references in schedule 3
to the Company shall be deemed to include a reference to each of the
Subsidiaries.  (b)For the purposes of this
clause 6.1(b), references in schedule 3 to the Company shall be deemed to
refer only to the Shareholding Companies. 
Each of the Warrantors warrants jointly and severally to the Purchasers
that, so far as they are aware, each of the statements set out in
schedule 3 will at Completion be true and accurate.  6.2Warranties of Ingenious  Ingenious warrants to the Purchasers that each of the statements
set out in schedule 4 will at Completion be true and accurate.  6.3Reliance upon the
Warranties  The Warrantors and Ingenious acknowledge that the Purchasers have
entered into this agreement on the basis of and in reliance upon (among other
things) the Warranties and the Ingenious Warranties and have been induced by
them to enter into this agreement.  6.4Disclosures  No letter, document or other communication (whether or not in
writing) shall be deemed to constitute a Disclosure unless it is expressly
incorporated in or annexed to the Disclosure Letter.  6.5Warranties separate  Each of the Warranties and Ingenious Warranties shall be separate
and independent and, save as expressly provided to the contrary in this
agreement, shall not be limited by reference to or inference from any other
Warranty or anything in the Transaction Documents.  6.6Information supplied to
the Warrantors and Ingenious  The Warrantors and Ingenious shall not be entitled to raise as a
defence to a claim by the Purchasers under any of the Transaction Documents the
fact that they had relied on information provided to them by any member of the
Group or any of their officers, employees, workers or agents (including advisers).  6.7No claim against the
Group or employees  The Warrantors and Ingenious hereby irrevocably waive any and all
claims against each member of the Group and any of its officers, employees,
workers and, in connection only with the sale of the Shares, its agents
(including advisers) and undertake (if any claim is made against any of them in
connection with the sale of the Shares to the Purchasers) not to make any claim
against or seek any contribution from any such person (and undertake that no
other person claiming under or through them will make any such claim or seek
any such contribution).  22


6.8Information to be
provided by the Warrantors and Ingenious  The Warrantors and Ingenious shall give to the Purchasers and
their advisers after Completion all such reasonable information and
documentation relating to each member of the Group which is in their possession
or control at the relevant time as the Purchasers shall reasonably require to
enable it to satisfy itself as to the accuracy and due observance of the
Warranties (in the case of the Warrantors) and the Ingenious Warranties (in the
case of Ingenious).  6.9Limitation on liability
of the Warrantors under the Warranties.  The liability of the Warrantors and Ingenious in respect of any
claim under the Warranties shall be limited as set out in schedule 5 and the
liability of the Warranties in respect of any claim under the Warranties set
out in part 6 of Schedule 3 (in relation to Tax) shall be further limited by
clauses 3 and 6 of the Tax Deed.  6.10Warrantors Indemnity to
Purchasers  (a)The Warrantors hereby covenant with and
undertake to indemnify the Purchasers, 
the Company and all members of the Group fully on demand for themselves
and as trustee for their respective successors in title, officers, directors,
employees and agents and to keep them indemnified against any and all
liabilities and Losses incurred, suffered or sustained by them or asserted
against them, or any or all of them arising directly or indirectly out of any
existing arrangement or agreement (whether legally binding or not) which may
exist with Nigel Lythgoe relating to the acquisition by him of any interest in
any of the issued or unissued shares in 19 TV Limited or options, warrants or
any other right to subscribe for or acquire any such shares or an interest in
any such shares. It is acknowledged that the Warrantors do not believe any such
agreement or arrangement exists.  (b)No matter disclosed against any of the
Warranties or any other knowledge (actual or constructive) on the part of the
Purchasers and no investigation by or on behalf of the Purchasers shall
prejudice any claim made by the Purchasers or affect or reduce any liability
arising under the indemnity in clause 6.10(a).  7.PURCHASERS
WARRANTIES  7.1Each of the Purchasers
warrants jointly and severally to the Warrantors (and to Ingenious in respect
of paragraphs 2, 3, 4 and 5 of schedule 6 only) that:  (a)except as Disclosed by
the Purchasers Disclosure Letter, each of the statements set out in schedule 6
will at Completion be true and accurate; and  (b)they have no actual
knowledge of any facts, matters or circumstances as at Completion which may
give rise to a Claim under any of the Warranties or Ingenious Warranties except
that they shall not be deemed to have any knowledge of any matter set out or
referred to in the documents in the Data Room (unless, in respect only of the
Warranties, such matter has been Disclosed).  7.2Reliance upon the
Purchasers Warranties  The Purchasers acknowledge that the Sellers have entered into this
agreement on the basis of and in reliance upon (among other things) the
Purchasers Warranties and have been induced by them to enter into this
agreement.  23


7.3Disclosures  No letter, document or other communication (whether or not in
writing) shall be deemed to constitute a disclosure against any of the
Purchasers Warranties unless it is expressly incorporated in or annexed to the
Purchasers Disclosure Letter.  7.4Purchasers Warranties
separate  Each of the Purchasers Warranties shall be separate and
independent and, save as expressly provided to the contrary in this agreement,
shall not be limited by reference to or inference from any other Purchasers
Warranty or anything in the Transaction Documents.  7.5Limitation on liability
of the Purchasers under the Purchasers Warranties.  The liability of the Purchasers in respect of any claim under the
Purchasers Warranties shall be limited as set out in schedule 7.  8.GUARANTEE BY CKX  8.1Guarantee  CKX irrevocably and unconditionally:  (a)guarantees to the Sellers punctual performance by
CKXUK of all CKXUKs obligations under the Transaction Documents;  (b)undertakes with the Sellers that:  (i)whenever CKXUK does not pay any amount when due under
or in connection with the Transaction Documents, CKX shall immediately on
demand pay that amount as if it was the principal obligor; and  (ii)whenever CKXUK fails to perform any other obligation
under the Transaction Documents, CKX shall immediately on demand perform (or
procure performance of) and satisfy (or procure the satisfaction of) that
obligation,  so that the same benefits are conferred on
the Sellers as he or it would have received if such obligation had been
performed and satisfied by CKXUK; and  (c)undertakes with the Sellers to indemnify the Sellers
immediately on demand against any Losses suffered by the Sellers:  (i)in consequence of CKXUKs failure to perform any of
its obligations under the Transaction Documents;  (ii)if any obligation guaranteed by CKXUK is or becomes
unenforceable, invalid or illegal.  The amount of the Losses shall be equal to
the amount which the Sellers would otherwise have been entitled to recover.  8.2Continuing guarantee  This guarantee is a continuing guarantee
and will extend to the ultimate balance of sums payable by CKXUK under the
Transaction Documents, regardless of any intermediate payment or discharge in
whole or in part.  24


8.3Reinstatement  If any payment by CKXUK and/or CKX or any
discharge given by the Sellers (whether in respect of the obligations of CKXUK
and/or CKX or any security for those obligations or otherwise) is avoided or reduced
as a result of insolvency or any similar event:  (a)the liability of CKX shall continue as if the payment
or discharge and avoidance or reduction had not occurred; and  (b)the Sellers shall be entitled to recover the value or
amount of that security or payment from CKXUK, as if the payment, discharge,
avoidance or reduction had not occurred.  8.4Waiver of defences  The obligations of CKX under this clause 8
will not be affected by any act, omission, matter or thing which, but for this
clause 8.4, would reduce, release or prejudice any of its obligations under
this clause 8 including (without limitation and whether or not known to it or
the Sellers):  (a)any time, waiver or consent granted to, or composition
with, CKXUK or any other person;  (b)the release of CKXUK or any other person under the
terms of any composition or arrangement with any creditor of CKXUK;  (c)the taking, variation, compromise, exchange, renewal
or release of, or refusal or neglect to perfect, take up or enforce, any rights
against, or security over assets of, CKXUK or other person or any
non-presentation or non-observance of any formality or other requirement in
respect of any instrument or any failure to realise the full value of any security;  (d)any incapacity or lack of power, authority or legal
personality of, or dissolution or change to, the CKXUK or any other person or
to the members or status of CKXUK or any other person;  (e)any amendment (however fundamental) or replacement of
any of the Transaction Documents or any other document or security;  (f)any unenforceability, illegality or invalidity of any
obligation of any person under any of the Transaction Documents or any other
document or security; or  (g)any insolvency or similar proceedings.  8.5Change in status  The obligations of CKX under this clause 8
will remain binding upon it notwithstanding any change in the constitution of
any of CKXUK, CKX or the Sellers or their absorption in, amalgamation with or
merger into, or the acquisition of all or part of its or their undertaking by,
any other person.  8.6Immediate recourse  CKX waives any right it may have of first
requiring the Sellers to proceed against or enforce any other rights or
security or claim payment from any person before claiming from CKX under this
clause 8.  This waiver applies
irrespective of any law or any provision of any of the Transaction Documents to
the contrary.  25


8.7Appropriations  Until all amounts which may be or become
payable by CKXUK under or in connection with the Transaction Documents have
been irrevocably paid in full, the Sellers may:  (a)refrain from applying or enforcing any other moneys,
security or rights held or received by the Sellers in respect of those amounts,
or apply and enforce the same in such manner and order as it sees fit (whether
against those amounts or otherwise) and CKX shall not be entitled to the
benefit of the same; and/or  (b)hold in an interest-bearing suspense account any
moneys received from CKX or on account of CKXs liability under this clause 8.  8.8Deferral of CKXs rights  Until all amounts which may be or become
payable by CKXUK under or in connection with the Transaction Documents have
been irrevocably paid in full, CKX will not exercise any rights which it may
have by reason of performance by it of its obligations under the Transaction
Documents:  (a)to be indemnified by CKXUK;  (b)to claim any contribution from any other guarantor of
CKXUKs obligations under the Transaction Documents; and/or  (c)to take the benefit (in whole or in part and whether
by way of subrogation or otherwise) of any rights of the Sellers under the
Transaction Documents or of any other guarantee or security taken pursuant to,
or in connection with, the Transaction Documents by the Sellers.  8.9CKX to hold security on behalf of the Sellers  CKX undertakes to hold any security taken
from CKXUK in connection with this guarantee and indemnity in trust for the
Sellers pending discharge in full of all of CKXs obligations under this clause
8 with respect to the Transaction Documents.  8.10Additional security  This guarantee and
indemnity is in addition to and is not in any way prejudiced by any other
guarantee or security now or subsequently held by the Sellers.  8.11Property Guarantee  In respect of the Lease of Unit 33 Ransomes Dock and the
Underlease of Unit 32 Ransomes Dock referred to in Schedule 9 (together the Guaranteed Leases) the Purchasers
shall within 90 days following Completion use reasonable endeavours to obtain
the full release of Fuller from his obligations under the guarantee provisions
of the Guaranteed Leases, including (if required) using reasonable endeavours
to provide a substitute guarantor or other security for the performance of the
tenants obligations under each of the Guaranteed Leases reasonably acceptable
to the landlord under each of the Guaranteed Leases PROVIDED THAT in the event
that and for so long as Fuller remains the guarantor or continues to have any
liability under either or both of the Guaranteed Leases then the Purchasers
shall fully and effectively indemnify and keep indemnified Fuller against all
losses claims actions costs liabilities damages and expenses incurred or
sustained by Fuller in respect of the period following Completion as a
consequence of any liability which arises after Completion and which Fuller has
in relation to him continuing as guarantor or having previously acted as
guarantor under the Guaranteed Leases.  26


9.TIME OF THE
ESSENCE  9.1Time shall not be of the essence of this agreement, either as
regards times, dates and periods specified in the agreement or as regards any
times, dates or periods that may by agreement between the parties be
substituted for any of them unless:  (a)time is expressly stated to be of the essence in relation to that
obligation; or  (b)one party fails to perform an obligation by the time specified in
this agreement and the other parties serve a notice on the defaulting party
requiring it to perform the obligation by a specified time and stating that
time is of the essence in relation to that obligation.  9.2The provisions of clause 9.1 shall not apply to any claim relating
to the failure by the Purchasers to pay any Consideration when due and time for
payment of any of the Consideration shall be of the essence.  10.ANNOUNCEMENTS  10.1Prior approval of
announcements  Subject to the provisions of clauses 10.2, 10.3 and 10.4 below, no
disclosure or announcement relating to the existence or subject matter of this
agreement shall be made or issued by or on behalf of the Sellers or the
Purchasers or any member of the Ingenious Group or any member of the Group
without the prior written approval of the other parties (which approval may be subject
to reasonable conditions but shall otherwise not be unreasonably withheld or
delayed) provided that these restrictions shall not apply to any disclosure or
announcement if required by any law, applicable securities exchange,
supervisory, regulatory or governmental body provided further that any such
disclosure shall be consistent with any disclosure previously approved by the
other party and, if such disclosure includes a press release, such press
release shall first be subject to this clause 10.1.  10.2Announcement by CKX  Without limitation to clause 10.1, the parties agree that only CKX
shall have the right and be responsible for the preparation and release of an
announcement in the agreed form announcing the signing of this agreement.  10.3Disclosure in Form S-1
and other SEC filings  Nothing in this agreement shall prevent CKX from disclosing
information regarding the Group and its businesses, the terms of this
transaction and all other relevant information necessary for the Form S-1 and
any other SEC filings CKX is required to carry out either pursuant to this
transaction or any proposed offering of further equity in CKX.  10.4Notices to customers
etc.  Nothing in this agreement will prohibit CKX from making or sending
after Completion any announcement to a contract counter party, customer, client
or supplier of any member of the Group informing it that the Purchasers has
purchased the Shares.  10.5Consultation  Except in relation to clause 10.3 the party making the
communication shall use its reasonable endeavours to consult with the other
party in advance as to the form, content and timing of the communication.  27


11.COUNTERPARTS  This agreement may be executed in any number of counterparts and
by the parties to it on separate counterparts and each such counterpart shall
constitute an original of this agreement but all of which together constitute
one and the same instrument.  This
agreement shall not be effective until each party has executed at least one
counterpart.  12.FURTHER
ASSURANCE  Each of the parties agree to perform (or procure the performance
of) all further acts and things, and execute and deliver (or procure the
execution and delivery of) such further documents, as may be required by law or
as any other party may reasonably require, whether on or after Completion, to
implement and/or give effect to this agreement and the transaction contemplated
by this agreement and for the purpose of vesting in the parties the full
benefit of the assets, rights and benefits to be transferred to them under or
pursuant to this agreement.  13.VARIATION,
WAIVER AND CONSENT  13.1No variation or waiver
of any provision or condition of this agreement shall be effective unless it is
in writing and signed by or on behalf of each of the parties (or, in the case
of a waiver, by or on behalf of the party waiving compliance).  13.2Unless expressly agreed,
no variation or waiver of any provision or condition of this agreement shall
constitute a general variation or waiver of any provision or condition of this
agreement, nor shall it affect any rights, obligations or liabilities under or
pursuant to this agreement which have already accrued up to the date of
variation or waiver, and the rights and obligations of the parties under or
pursuant to this agreement shall remain in full force and effect, except and
only to the extent that they are so varied or waived.  13.3Any consent granted
under this agreement shall be effective only if given in writing and signed by
the consenting party and then only in the instance and for the purpose for
which it was given.  14.RIGHTS AND
REMEDIES OF THE PARTIES  14.1No failure or delay by
any party in exercising any right or remedy provided by law under or pursuant
to this agreement shall impair such right or remedy or operate or be construed
as a waiver or variation of it or preclude its exercise at any subsequent
time.  No single or partial exercise of
any right or remedy by any party shall preclude any other or further exercise
of such right or remedy or the exercise of any other right or remedy.  14.2The rights and remedies
of the parties under or pursuant to this agreement are cumulative, may be
exercised as often as the parties consider appropriate and are in addition to their
rights and remedies under general law.  14.3The rights and remedies
of the parties under this agreement shall not be affected, and none of the
parties liabilities under this agreement shall be released, discharged or
impaired, by:  (a)Completion;  (b)any failure to terminate
this agreement;  (c)any event or matter
whatsoever which otherwise might have affected such rights and remedies other
than a specific and duly authorised written waiver or release by the
Purchasers;  28


(d)subject to clause 7.1(b)
of this agreement, in the case of a liability of the Sellers or the Warrantors,
any investigation made by or on behalf of the Purchasers into the affairs of
any member of the Group; or  15.ENTIRE AGREEMENT  15.1Entire agreement  Subject to any terms implied by law, the Transaction Documents and
any other documents relating to the subject matter of any of the Transaction
Documents and dated the same date as this agreement together represent the
whole and only agreement between the parties in relation to their subject
matter and supersede any previous agreements (whether written or oral) between
all or any of the parties in relation to the subject matter of any such
document.  Each of the parties acknowledge that:  (a)in entering into this Agreement they do not rely on any statement or
representation (in any case whether oral or written, express or implied and
whether negligently or innocently made) of any person (whether a party to this
Agreement or not) which is not expressly set out in this Agreement;  (b)any remedy available to them for any misrepresentation or untrue
statement shall be a claim for breach of contract unless such misrepresentation
or untrue statement is made in the Agreement in which case any remedies for
misrepresentation will be unaffected; and  (c)nothing in this Clause 15 shall operate to limit or exclude and
liability arising from any fraudulent or dishonest statement, act or omission.  16.DEFAULT
INTEREST  16.1If any parties which are
required to pay any sum under this agreement fail to pay any sum payable by
them under this agreement on the due date for payment (the Defaulting Parties), they shall pay interest on such sum
for the period from and including the due date up to the date of actual payment
(after as well as before judgement) in accordance with this clause.  16.2The Defaulting Parties
shall pay interest at the annual rate which is the aggregate of 4 per cent. per
annum and the base rate from time to time of National Westminster Bank Plc.  16.3Interest under this
clause 16 shall accrue on the basis of the actual number of days elapsed and a
365-day year and shall be paid by the Defaulting Parties on demand.  Unpaid interest shall compound monthly.  17.WITHHOLDING AND
GROSSING-UP  17.1Save as otherwise
permitted under the terms of this agreement, each party shall to the other
shall pay all sums payable by them under this agreement free and clear of all
deductions or withholdings unless the law requires a deduction or withholding
to be made.  Otherwise than in relation
to a payment of interest, if a deduction or withholding is so required the
paying party shall pay such additional amount as will ensure that the net
amount the payee receives equals the full amount which it would have received
had the deduction or withholding not been required.  17.2If any Tax Authority
brings any sum (except for the Consideration) paid by any party under or
pursuant to this agreement into charge to Tax, then the party liable to pay shall
pay such  29


additional
amount as will ensure that the total amount paid, less the Tax chargeable on
such amount, is equal to the amount that would otherwise be payable under this
agreement.  18.NOTICES  18.1Save as otherwise
provided in this agreement, any notice, demand or other communication (Notice) to be given by any party under, or in connection
with, this agreement shall be in writing and signed by or on behalf of the
party giving it. Any Notice shall be served by sending it by fax to the number
set out in clause 18.2, or delivering it by hand to the address set out in
clause 18.2 and in each case marked for the attention of the relevant party set
out in clause 18.2 (or as otherwise notified from time to time in accordance
with the provisions of this clause 18). 
Any Notice so served by fax or hand shall be deemed to have been duly
given or made as follows:  (a)if sent by fax, at the
time of transmission; or  (b)in the case of delivery
by hand, when delivered,  provided that in each case where delivery by fax or by hand occurs
after 6 pm on a Business Day or on a day which is not a Business Day, service
shall be deemed to occur at 9 am on the next following Business Day.  References to time in this clause are to local time in the country
of the addressee.  18.2The addresses and fax
numbers of the parties for the purpose of clause 18.1 are as follows:  (a)Fuller Address:c/o Andrew Stinson 33 Ransomes Dock 35-37 Parkgate Road London SW11 4NP  Fax: +44 (0)20 7667 5100  +44 (0)20 7228 3649  For the attention of: Andrew Stinson  Copy to be sent (for information only) to:
Lisa Bennett and Colin Howes of Harbottle & Lewis LLP, Hanover House, 14
Hanover Square, London WIS 1HP (Fax: +44 (0)20 7667 5100)  (b)Fuller Nominees Address:c/o Harbottle &
Lewis LLP Hanover House 14 Hanover Square London WIS 1HP  Fax: +44 (0)20 7667 5100  For the attention of: Lisa Bennett/Colin
Howes  Copy to be sent (for information only) to:
Andrew Stinson, 33 Ransomes Dock, 35-37 Parkgate Road, London SW11 4NF (Fax:
+44 (0)207 228 3649)  30


(c)Ingenious Address:100 Pall Mall London SW1Y 5NQ  Fax: +44 (0)20 7024 3647  For the attention of: Patrick McKenna  (d)CKX and CKXUK Address:650 Madison Avenue New York NY 10022 USA  Fax:+1 212 319 6517  For the attention of: the General Counsel  A copy to be sent (for information only)
to James Burdett and Tim Gee at Baker & McKenzie, 100 New Bridge Street,
London EC4V 6JA. (Fax: +44 (0)20 7919 1999)  18.3A party may notify all
other parties to this agreement of a change to its name, relevant addressee,
address or fax number for the purposes of this clause 18, provided that such
notice shall only be effective on:  (a)the date specified in
the notification as the date on which the change is to take place; or  (b)if no date is specified
or the date specified is less than five Business Days after the date on which
notice is given, the date following five Business Days after notice of any
change has been given.  18.4In proving service it
shall be sufficient to prove that the envelope containing such notice was
properly addressed and delivered to the address shown thereon or that the
facsimile transmission was made and a facsimile confirmation report was
received, as the case may be.  18.5CKX hereby irrevocably
designates, appoints and empowers CKXUK as agent to receive for and on its
behalf service of process in any legal action, matter or proceedings with
respect to this agreement and any of the other Transaction Documents, service
on whom shall be deemed completed whether or not received by it.  CKX shall inform each of the other parties of
this agreement in writing of any change in the address of its process agent
within 5 Business Days of the date of any such change.  If such process agent ceases to have an
address in England, CKX hereby irrevocably agrees to appoint a new process
agent in England and to deliver to such parties within 5 Business Days a copy
of a written acceptance of appointment by its process agent.  Nothing contained in this agreement shall
however affect the right to serve process in any other manner permitted by law
or the right to bring proceedings in any other jurisdiction for the purposes of
the enforcement or execution of any judgement or other settlement in any other
courts.  19.COSTS  19.1Each of the parties
shall be responsible for its own legal, accountancy and other costs, charges
and expenses incurred in connection with the negotiation, preparation and
implementation of this agreement and any other agreement incidental to or
referred to in this agreement.  31


19.2Each Seller undertakes
to the Purchasers that neither the Company nor any member of the Group has paid
or will pay (in connection with the sale and purchase contemplated by this
agreement) any legal, accounting or other professional charges, fees, expenses
or commissions relating to the sale of the Shares including, without
limitation, any such costs incurred in connection with any investigation of the
affairs of the Group or the negotiation, preparation, execution and carrying
into effect of this agreement.  19.3Each Purchaser
undertakes to the Seller that neither the Company nor any member of the Group
has paid or will pay (in connection with the sale and purchase contemplated by
this agreement) any legal, accounting or other professional charges, fees,
expenses or commissions relating to the sale of the Shares including, without
limitation, any such costs incurred in connection with any investigation of the
affairs of the Group or the negotiation, preparation, execution and carrying
into effect of this agreement.  20.THIRD PARTY
RIGHTS  20.1Subject to the remaining
provisions of this clause 20, the Company, any member of the Group, any other
member of the CKX Group and any of their officers, employees, workers or agents
(including advisers) (Third Parties)
may enforce the terms and accordingly shall have the benefit of those
provisions in this agreement contained in clauses 5 and 6.11, which is, or is
stated to be, for their benefit subject to and in accordance with the
provisions of the Contracts (Rights of Third Parties) Act 1999.  20.2For the avoidance of
doubt, it is intended that (with respect to any breach by the Sellers of the
provisions identified in clause 20.1) 
Third Parties shall be entitled to seek to recover their own Losses
arising from such breach but without prejudice to the right of the Purchasers
to recover in its own right any Losses it may suffer or incur arising from such
breach.  20.3The parties may by
agreement terminate, rescind or vary the terms of this agreement (including
this clause 20) at any time and in any way without the prior consent of or
notice to any Third Party.  20.4Except as provided in
this clause 20 the Parties do not intend that any terms of this agreement shall
be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by
any person who is not a party to this agreement.  21.CONTINUING
EFFECT  Each provision of this agreement shall continue in full force and
effect after Completion, except to the extent that a provision has been fully
performed on or before Completion.  22.SEVERABILITY  If any provision of this agreement is held by a court of competent
jurisdiction to be illegal, invalid or unenforceable in any respect under the
law of any jurisdiction, then such provision shall (so far as it is invalid or
unenforceable) be given no effect and shall be deemed not to be included in
this agreement but without invalidating any of the remaining provisions of this
agreement.  Any provision of this agreement
held invalid or unenforceable only in part or degree will remain in full force
and effect to the extent not held invalid or unenforceable.  The parties shall then use all reasonable
endeavours to replace the invalid or unenforceable provision(s) by a valid and
enforceable substitute provision the effect of which is as close as possible to
the intended effect of the invalid or unenforceable provision.  32


23.LIABILITY AND
RELEASE  23.1Several liability of the
Sellers  Unless otherwise stated in this agreement, the obligations of the
Sellers under this agreement are several. 
If any liability of one or some but not all of the Sellers is, or
becomes, illegal, invalid or unenforceable in any respect, that shall not
affect or impair the liabilities of the other Sellers under this agreement.  23.2Release of Sellers and
Ingenious  Any liability of the Sellers and/or Ingenious to any person under
this agreement may in whole or in part be released, compromised or compounded
or time or indulgence given by that person in its absolute discretion as
regards any of the Sellers in respect of such liability without in any way
prejudicing or affecting that persons rights against any other or others of
the Sellers and/or Ingenious under the same or like liability, whether joint or
several or otherwise, or any other persons rights against any of them in any
respect.  23.3Joint and Several
Liability of the Purchasers  The obligations of the Purchasers under this agreement are joint
and several.  If any liability of one but
not both of the Purchasers is, or becomes illegal, invalid or unenforceable in
any respect, that shall not affect or impair the liabilities of the other
Purchaser under this agreement.  23.4Release of Purchasers  Any liability of the Purchasers to any person under this agreement
may in whole or in part be released, compromised or compounded or time or
indulgence given by that person in its absolute discretion as regards any of
the Purchasers in respect of such liability without in any way prejudicing or
affecting that persons rights against any other or others of the Purchasers
and/or Ingenious under the same or like liability, whether joint or several or
otherwise, or any other persons rights against any of them in any respect.  24.ASSIGNMENT  24.1Subject to clauses 24.2
and 24.3, no party shall be entitled to assign the benefit or burden of any
provision of this agreement without the prior written consent of each other
party.  24.2All or any of the
Purchasers rights under this agreement (including, without limitation, in
respect of the Warranties) may (notwithstanding any other provisions contained
in this agreement) be assigned or transferred by either or both of the
Purchasers to, or made the subject of a trust created in favour of:  (a)any other member of CKX
Group (or by any such member to or in favour of any other member of CKX Group)
provided that if such assignee company leaves CKX Group, such rights are
assigned or transferred to or made the subject of a trust in favour of another
member of CKX Group; and/or  (b)by succession upon a
merger with and into another member of the CKX Group; and/or  (c)any person by way of
security for borrowings of CKX Group;  provided that such assignment shall not increase to any extent the
liability of any of the Sellers pursuant to any provision of this agreement or
any of the other Transaction Documents.  33


24.3The parties to this
agreement acknowledge, for the avoidance of doubt, that all of CKXs rights and
obligations under this agreement and the other Transaction Documents will be
assumed by CKX, Inc. upon any merger of CKX with and into CKX, Inc. pursuant to
laws of the state of Delaware and that such merger is permitted by the clause
25.  25.CURRENCY
CONVERSION AND EURO/SUBSTITUTED LAWFUL CURRENCY  25.1Rate of exchange  For the purpose of converting amounts specified in one currency
into another currency where required, the rate of exchange to be used in
converting amounts specified in one currency into another currency shall be the
average closing mid-point rate for exchanges between those currencies quoted in
the Financial Times (London edition) for the 30 days for which that rate is so
quoted prior to the date of the conversion.  25.2Euro  If the United Kingdom becomes a participating member state for the
purposes of European Monetary Union and the Euro accordingly becomes the lawful
currency of the United Kingdom, then:  (a)that shall not affect
the validity of the Transaction Documents or the rights and obligations of the
parties under them, nor shall it give any party the right to alter or terminate
any Transaction Document unilaterally; and  (b)with effect from the
date on which it occurs, any amount referred to in any Transaction Document in
sterling shall be redenominated in Euros at the rate and in the manner
determined by the relevant legislation.  26.SET OFF  26.1Without prejudice to
clause 3.9, the Purchasers shall be entitled but not obliged at any time or
times to set off any liability of the Purchasers to any of Sellers in his or
its capacity as Seller and/or Warrantor (where applicable) (in each case
howsoever arising and whether any such liability is present or future,
liquidated or unliquidated and irrespective of the currency of its
denomination) against any liability of any of the Seller in any such capacity
to the Purchasers and may for such purpose convert or exchange any
currency.  Any exercise by the Purchasers
or either of them of their rights under this clause shall be without prejudice
to any other rights or remedies available to the Purchasers under this
agreement or otherwise.  26.2Each of the Sellers
shall be entitled but not obliged at any time or times to set off any liability
of that Seller to the Purchasers in their capacity as Purchasers (in each case
howsoever arising and whether any such liability is present or future,
liquidated or unliquidated and irrespective of the currency of its
denomination) against any liability of the Purchasers in any capacity to that
Seller and may for such purpose convert or exchange any currency.  Any exercise by that Seller or any of them of
their rights under this clause shall be without prejudice to any other rights
or remedies available to any of the Sellers under this agreement or otherwise.  27.GOVERNING LAW
AND SUBMISSION TO JURISDICTION  27.1Governing law  The construction, validity and performance of this agreement shall
be governed by the laws of England and Wales.  34


27.2Submission to
jurisdiction  The parties to this agreement irrevocably agree that the courts of
England and Wales shall have exclusive jurisdiction over any claim or matter
arising under or in connection with this agreement and that accordingly any
proceedings in respect of any such claim or matter may be brought in such
court.  The parties have
shown their acceptance of the terms of this agreement by executing it at the
end of the schedules.  35


SCHEDULE 2  Part 1:  Sellers Obligations at Completion  At Completion, the
Sellers and Ingenious shall deliver to the Purchasers:  1.duly executed transfers
of all of the Shares and the Option Shares into the name of the Purchaser in
the proportions set out in column 2(b) of part 4 of Schedule 1 with the
relevant share certificates (or indemnities in respect thereof in the agreed
form);  2.share certificates in
respect of all the issued capital in each of the Subsidiaries (or indemnities
in respect thereof in the agreed form);  3.Share Option Exercise
Forms executed by each of the Share Option Holders and the Company;  4.the title deeds to the
Properties;  5.all the statutory and
other books (duly written up to, but not including, Completion) of the Company
and the Subsidiaries and their respective certificates of incorporation and
common seals in its possession;  6.certified copies of any
powers of attorney under which any of the documents referred to in this
schedule is executed or evidence satisfactory to the Purchasers of the
authority of any person signing on behalf of the Sellers and any member of the
Ingenious Group;  7.duly executed
irrevocable powers of attorney in the agreed form in respect of the Shares;  8.an unconditional letter
of release from the Companys bankers evidencing the release and discharge of
all guarantees and indemnities granted by the Company and any member of the
Group;  9.duly executed releases
under seal, in the agreed form, releasing the Company and each of 19
Merchandising Limited, 19 TV Limited, Brilliant 19 Limited, 19 Recordings
Limited, 19 Productions Limited, 119 Management Limited, 19 Touring Limited,
Double Vision Film Limited, 19 Artist Tours Limited, Animal Beat Limited, S
Club Limited, 19 Loves Music Limited, Shy Records Limited and 19 Brands Limited
from the charge created by the debentures dated 3 July 2003 between each
of the above and National Westminster Bank PLC together with forms 403a duly
completed and sworn in respect of the same;  10.a duly executed release
under seal, in the agreed form, releasing the Company and each Subsidiary from
any liability whatsoever (whether actual or contingent) which may be owing to
the Sellers by the Company or the Subsidiaries at Completion;  11.letters of resignation
in the agreed form from each of the Directors (other than the Continuing
Director) and the secretary of the Company and the directors and secretary of
each Subsidiary, such resignations to take effect from the close of the meeting
of the Board referred to in part 2 of this schedule 2.  12.the Continuing Directors
Service Agreement duly executed by Fuller and the Company;  13.the Fuller Put and Call
Option Agreement executed by Fuller;  14.the Tax Deed duly
executed by each of the Warrantors;  15.an executed deed of
termination, in the agreed form, of the Investment Agreement dated 15 August
2001 between Ingenious, Fuller, Fuller Nominees and the Company;  36


16.the Ingenious Consulting
Agreement duly executed by the Company and Ingenious Media Consulting Limited;  17.the Registration Rights
Agreement executed by Fuller;  18.the Non-compete
Agreement executed by Fuller;  19.the Beneficiary Put and
Call Option Agreement executed by the Beneficiary  20.the Beneficiary
Guarantee Deed executed by the Beneficiary;  21.an undertaking, in the
agreed form, from the Sellers Solicitors relating to the payment of the Option
Share Initial Consideration;  22.a consent letter, in the
agreed form, from Deloitte & Touche LLP consenting to the inclusion of all
necessary financial information on the Group in CKXs Form S-1  23.a copy of a resolution
of the board of directors of Ingenious and Fuller Nominees Limited (certified
by a duly appointed officer as true and correct) authorising the execution of
and the performance by the Ingenious and Fuller Nominees Limited of each of
their respective obligations under this agreement and each of the other
documents to be executed by each of them;  24.copies of all existing
bank mandates and statements of the balances of any bank accounts in the name
of the Company and of each member of the Group, as at the close of business on
the last Business Day before the Completion Date, together with a list of all
unpresented cheques and uncleared cheques which upon presentation or clearance
would be debited or credited to those accounts and the relevant cheque books;  37


Part 2:  Sellers Further Obligations at Completion  At Completion, the
Sellers and Ingenious shall:  1.pay and shall procure
that all members of the Ingenious Group shall pay all Intra-Group Indebtedness
(if any) then owing by them to each member of the Group, whether due for
payment or not;  2.release each member of
the Group from any Intra-Group Guarantees to which it is party.  3.cause the Directors to hold a meeting of the
board of the Company and of each Subsidiary at which the Directors shall pass
resolutions in the agreed form to:  3.1in the case of the Company only, approve the
registration of the Purchaser or its nominees as members of the Company subject
only to the production of duly stamped and completed transfers in respect of
the Shares;  3.2appoint such persons as the Purchaser may
nominate as directors and secretary of the Company and of the relevant
Subsidiary;  3.3approve and authorise the changing of the
address of the registered office of the Company and each of the Subsidiary to
100 New Bridge Street, London, EC4V 6JA;  3.4do and perform any other business which may be
necessary or desirable to give full and valid effect to the sale and purchase
of the Shares or as the Purchasers may reasonably require  3.5and the Sellers shall
furnish to the Purchasers on Completion duly signed minutes of all necessary
meetings  4.Share Option Exercise
Forms executed by the Purchasers  38


Part 3:  Purchasers Obligations at Completion  At Completion, the
Purchasers shall:  1.pay the cash elements of
the Initial Consideration and the total Option Share Initial Consideration by
CHAPS to the Sellers Solicitors account at National Westminster Bank plc
(Sort Code: 50-41-06 Account Number: 12465189 Swift Code: NWBK GB 2L);  2.deliver to the Sellers
the Tax Deed duly executed by the Purchasers;  3.deliver to Fuller the
Fuller Put and Call Option Agreement duly executed by CKX;  4.deliver to Fuller the
Registration Rights Agreement executed by CKX.  5.two Business Days
following Completion, deliver to the Sellers Solicitors a certificate or
certificates in definitive form and suitably legended and registered in the
name of each of Sellers receiving Initial Consideration Shares, representing
each of their Initial Consideration Shares.  6.deliver to the Sellers
an extract of the resolutions of the board of directors of CKXUK and CKX
(certified in each case by a duly appointed officer as true and correct)
authorising the execution of and the performance by each of the Purchasers of
each of their respective obligations under this agreement and each of the other
documents to be executed by each of them.  7.deliver to the Sellers a
copy of the press release to be issued by CKX upon Completion and publicly
filed with the SEC.  39


SCHEDULE 3  Warranties  Part 1: General Warranties  1.INFORMATION  Quality of information  All information contained in Parts 1, 2 and 3 of Schedule 1
(Details of the Company, the Subsidiaries and Shareholding Companies) and
Schedules 9 (Properties) is true, complete and accurate in all material
respects and not misleading in any material respect.  2.THE WARRANTORS  2.1Power to contract  The Warrantors have full power and authority to enter into and
perform each of the Transaction Documents to which they are a party and each of
such Transaction Documents constitutes or will, when executed, constitute
binding obligations on the Warrantors in accordance with their terms, subject
to any principles of equity or insolvency law.  2.2Authorisations  The Warrantors have obtained all applicable governmental,
statutory, regulatory or other consents, licences, waivers or exemptions
required to empower them to enter into and to perform their obligations under
the Transaction Documents.  2.3Simon Fuller  So far as Fuller and Ingenious are aware, Fuller is not suffering
from any medical or other condition or disability nor is he affected by any
other circumstance which would materially impair his ability to perform his
duties as a full time senior executive of the Company.  3.THE COMPANY  3.1Duly constituted  The Company has been duly incorporated, is duly organised and is
validly existing under the laws of England and Wales.  The Company has all requisite corporate
powers and authority to own its assets and to conduct the business being
carried on by it at Completion.  3.2Memorandum and articles  The copies of the memorandum and articles of association of the
Company which are attached to the Disclosure Letter are accurate, complete and
up-to-date in all respects and have attached to them copies of all resolutions
and agreements which are required to be so attached.  The Company has complied with its memorandum
and articles of association in all material respects and none of the activities,
agreements, commitments or rights of the Company is ultra vires or
unauthorised.  3.3Statutory and other
books and records  (a)The register of members
and all other statutory books of the Company have been properly kept and are up
to date and the register of members contains true and accurate records of all
matters required to be dealt with therein.  40


(b)The Company has not
received any notice of any application or intended application under the
Companies Acts for rectification of the Companys register.  (c)All annual or other
returns in relation to the Company required to be filed with the Registrar of
Companies have been duly and properly filed.  (d)The Company has complied
with all legal requirements relating to the issue of shares and other
securities.  (e)The Company has complied
with the material requirements of all other statutes, regulations or laws
binding on it as to the keeping of records and filing of documents with any
other agency or authority and the conduct of its business and affairs
generally.  3.4No records outside
Companys control  The Company does not have any of its material records, systems,
controls, data or information recorded, stored, maintained, operated or
otherwise wholly or partly dependent on or held by any means (including any
electronic, mechanical or photographic process whether computerised or not)
which (including all means of access) are not under the exclusive ownership and
direct control of the Company.  3.5All charges registered  All Security Interests granted to or by the Company have (if
appropriate) been registered in accordance with CA85 or comply with all
necessary formalities as to registration or otherwise in any foreign
jurisdiction.  3.6Original documents in
possession of Company  All title deeds relating to the material assets of the Company and
an executed copy of all material agreements to which the Company is a party are
in the possession of the Company or the Companys professional advisers.  3.7Directors of the Company  The only directors of the Company are the persons listed as such
in the Disclosure Letter and no person is a shadow director (within the meaning
of s741 CA85) or an alternate or de facto director of the Company.  4.SHARE CAPITAL  4.1Shares allotted and fully
paid  All of the issued shares in the capital of the Company are validly
allotted and issued and fully paid or properly credited as fully paid.  4.2Freedom from
Encumbrances  All unissued shares and any debentures or other securities of the
Company are free from and unaffected by any Encumbrance other than under its
articles or under an agreement between shareholders which has been Disclosed.  4.3No options, etc.  Other than the Share Options as set out in Appendix 8, there are
in existence no rights to or options for the issue, allotment or transfer of
any loan or share capital of the Company nor  41


any rights to convert any loan or share capital into share capital
or share capital of a different description.  4.4Repayment, redemption
and capitalisation  The Company has not:  (a)at any time repaid or
redeemed or agreed to repay or redeem any shares of its capital or in any way
effected any reduction of its issued share capital;  (b)at any time purchased
its own shares.  4.5Commissions  No person is entitled to receive from the Company any fee,
brokerage or commission in connection with the Transaction Documents or
anything contained in them.  4.6Option Shares  The Option Shares will be allotted and issued fully paid and free
from and unaffected by any Encumbrance other than under the articles of the
Company or under an agreement between shareholders which has been Disclosed.  5.CONNECTED BUSINESS  5.1Interests in other
companies  Details of all shares or other securities held by the Company and
of any shares or other securities agreed to be acquired by the Company anywhere
in the world are set out in the Disclosure Letter.  5.2No shareholders
agreement  Save as Disclosed, the Company is not a party to any shareholders
agreement or similar arrangement or agreement which purports to regulate,
control or otherwise affect the voting or disposition of its shares.  5.3Relationship with
Ingenious  Details of all contractual arrangements under which services are
provided by Ingenious to any member of the Group (including as to fees payable)
are set out in the Disclosure Letter.  5.4Permanent establishment
outside of jurisdiction of incorporation  The Company does not have any permanent establishment from which
it conducts business outside its jurisdiction of incorporation.  5.5Warrantors not
interested in other related businesses  Save as Disclosed, the Warrantors are not at the date hereof
either on their own account or in conjunction with or on behalf of any person,
firm or company engaged, concerned or interested, directly or indirectly,
whether as shareholder, director, partner, agent or otherwise (save as the
holder of not more than 3% of the issued share capital of any company whose
shares are quoted on any public stock exchange where such holding is for
investment purposes only) in (i) any business of a similar nature to or
competitive with that carried on by the Company, or (ii) which has a close
trading relationship with the Company or (iii) the American Idol or Pop Idol TV
programmes in any territory in the world or (iv) a television  42


programme which competes with the Format (as defined in the
Pearson Agreement)(for the purposes of this paragraph 5(a), it is understood
that a programme competes with the Format if it involves a search for a (i)
recording and/or song writing artiste (whether an individual artist or a group
of more than one) or (ii) a comedian or (iii) a dancer and the making of commercial
recordings by that artist(s), comedian or dance or exploitation of songs
written by that artist(s) or the signature of a recording and/or publishing
and/or broadcast agreement by that artist(s) or person.  5.6No management of other
companies  Save for any member of the Group and any company listed in the
Disclosure Letter as being a company in which the Company has any shareholding,
the Company does not take part in or control the management of any other
company or business organisation other than performers, sportspersons, other
individuals with a public profile and any company or business organisation set
up in connection with their services or rights relating to their personalities,
names, services or creative activities.  6.ACCOUNTING AND RECORDS  6.1Accounting records  All the accounts, ledgers and other financial records of the
Company required to be kept by law and Relevant Accounting Standards have been
properly and accurately kept and all the material records and books of the
Company are in the possession of the Company.  6.2Accounting reference
date  Under s224 CA85, the accounting reference date of the Company has
been, during the last five years, the date specified in schedule 1.  6.3The Last Accounts  The Last Accounts:  (a)give a view of the state
of affairs of the Group as at the Last Accounting Date and of its profits or
losses for the Financial Year ended on the Last Accounting Date which the
Directors generally and the Continuing Director individually believe is true
and fair;  (b)make adequate provision
or reserve for all actual liabilities;  (c)make, to the extent
required by Relevant Accounting Standards, appropriate provision or reserve for
(or note in accordance with all Relevant Accounting Standards) all contingent,
unquantified or disputed liabilities, all capital commitments and deferred Tax;  (d)make, to the extent
required by Relevant Accounting Standards, appropriate provision or reserve for
all Tax in respect of all accounting periods ended on or before the Last Accounting
Date for which the Company and the Group was then or would at any time
thereafter become liable including (to that extent but otherwise without
limitation) Tax:  (i)on or in respect of or
by reference to the profits, gains or income for any period ended on or before
the Last Accounting Date;  (ii)in respect of any event
on or before the Last Accounting Date or provided for in the Last Accounts; and  43


(iii)in respect of
distributions declared, made or deemed to be made on or before the Last
Accounting Date or provided for in the Last Accounts; and  (e)have, to the extent
appropriate for a group of companies growing and developing in the manner in
which the Group has grown and developed, been prepared in a manner consistent
with that used in preparing the Accounts for the Financial Year preceding the
Financial Year ended on the Last Accounting Date.  6.4Accounts  The Accounts for each of the three Financial Years ended on the
Last Accounting Date:  (a)comply with all the
requirements of CA85, all other relevant laws and all Relevant Accounting
Standards and in all other respects have been prepared in accordance with
generally accepted accounting practices in the United Kingdom;  (b)are not affected by any
extraordinary or exceptional item, other than to the extent items are
categorised in those Accounts as extraordinary or exceptional, or by
transactions entered into otherwise than on normal commercial terms; and  (c)were prepared under the
historical cost convention.  6.5Valuation of fixed
assets  In the Last Accounts, each of the fixed assets is included at a
value no higher than its current market value and at a value which is net of
depreciation in accordance with the depreciation policy applied in the
preceding three Financial Years.  6.6Work-in-progress  (a)Work-in-progress  All work-in-progress valued in the Last Accounts was valued on the
lower of cost and the amounts which could in the circumstances existing at the
Last Accounting Date reasonably be expected to be realised in the normal course
of carrying on the business of the Company. There are no amounts of work in
progress in relation to abandoned projects.  (b)Consistency  The method of valuing work-in-progress adopted in the Last Accounts
was the same as that adopted in the Accounts for each of the three Financial
Years preceding the Financial Year ended on the Last Accounting Date.  6.7Bad debt provisions and
write-offs  The Last Accounts contain appropriate
provision for bad and doubtful debts.  6.8Management Accounts  (a)The Management Accounts
were prepared in accordance with the accounting policies of the Company to a
standard of detail appropriate for management accounts of a group of companies
of the size and nature of the Group and in a manner consistent with that
adopted in the preparation of its management accounts for all periods ended
during the twelve months prior to the Last Accounting Date.  44


(b)Having regard to the level
of detail to which the Management Accounts were prepared, they are not
misleading in any material respect and neither materially overstate the value
of the assets nor materially understate the liabilities of the Group as at the
date to which they were drawn up and do not materially overstate the profits of
the Group in respect of the period to which they relate.  (c)All work-in-progress
valued in the Management Accounts was valued on the lower of cost and the
amounts which could in the circumstances existing at 31 January 2005 reasonably
be expected to be realised in the normal course of carrying on the business of
the Company.  7.POSITION SINCE
MANAGEMENT ACCOUNTS AND LAST ACCOUNTING DATE  Since 31 January 2005:  7.1there has been no
material adverse change in the financial or trading position of the Group and
no event, fact or matter has occurred which is likely to give rise to any such
change, and there has been no damage, destruction or loss (whether or not
covered by insurance) affecting the same. For the purposes of this Warranty, a material
adverse change shall mean any change which would adversely affect the balance
sheet or gross income of the Group by at least £1,000,000 compared to the
position which would have obtained if the change had not taken place; the loss
of any opportunity is not to be regarded as a change for this purpose;  7.2there has been no
interruption or material alteration in the nature, scope or manner of the
business of the Group as a whole which business has been carried on in the
ordinary and usual course of business so as to maintain it as a going concern;  7.3the Company has not
changed the timescales within which it generally pays its creditors and no
material undisputed amounts are owed by the Company which are overdue for
payment by more than 60 days;  7.4the Group has not repaid
or become bound or liable to pay any borrowing or indebtedness in advance of
its stated maturity excluding any recoupable advances made to members of the
group under any ordinary course contract (other than financing or banking type
contracts);  7.5the Company has not,
except in the ordinary course of business, acquired, sold, transferred or
otherwise disposed of any material assets of whatsoever nature;  7.6the Company has not
cancelled, waived, released, compromised, assigned or discontinued any material
debts or claims nor cancelled, waived, released, compromised, assigned or
discontinued any material rights other than in the ordinary course of its
business;  7.7no contract, liability
or commitment (whether in respect of capital expenditure or otherwise) has been
entered into by the Company which is of an unusual nature and involved or would
be likely to involve an obligation of a material nature or magnitude (a
liability for expenditure in excess of £1,500,000 being regarded as material
for this purpose);  7.8 (except for any
dividends provided for in the Last Accounts) no dividends, bonuses or other
distributions have been declared, paid or made by the Company;  7.9save for any of the
Share Options referred to in Schedule 8, no share or loan capital of the
Company has been allotted or issued or agreed to be allotted or issued nor has
any option or right thereover been granted;  7.10the Company has not
undergone any capital reorganisation or change in its capital structure;  45


7.11no resolution of the
members of the Company has been passed (whether in general meeting or
otherwise);  7.12the Company has so
conducted its affairs that, if a balance sheet were to be prepared as at the
Completion Date in a manner consistent in all respects with that adopted in the
preparation of the Last Accounts, the net assets of the Company and the Group
would be shown to be not materially less than those shown by the Last Accounts;  7.13there has been no
material increase or decrease in the levels of debtors or creditors or in the
average collection or payment periods for the debtors and creditors
respectively of the Group as a whole outside the range of levels or periods
normally experienced by the Group as a whole;  7.14no fees or other
payments have been made to any member of the Ingenious Group other than any
fees or payments payable pursuant to the terms of the Existing Ingenious
Consulting Agreement;  7.15there has been no
material reduction in the cash balances of the company from those set out in
the Management Accounts or any unusual and unplanned increase or decrease in
the level of work in progress of the Group;  7.16there have been no capital
injections from or forgiveness of debt by the Sellers or any member of the
Ingenious Group.  Since the last Accounting Date and up to 31 January 2005:  7.17there has been no
development or event which should have been reflected in the Management Accounts
but was not that has had or could reasonably be expected to have a material
adverse effect on the business of the Group. 
For the purposes of this Warranty, a material adverse effect shall
mean any event which would adversely affect the balance sheet or gross income
of the Group by at least £1,000,000 compared to the position which would have
been obtained if the event had not taken place.  8.FINANCIAL MATTERS  In this Schedule 3, the word Indebtedness
means, in respect of any company or other entity, any borrowing or indebtedness
in the nature of borrowing (including any indebtedness for monies borrowed or
raised under any bank or third party guarantee, acceptance credit, bond, note,
bill of exchange or commercial paper, letter of credit, finance lease, hire
purchase agreement, forward sale or purchase agreement or conditional sale
agreement or other transaction having the commercial effect of a borrowing and
all finance, loan and other obligations of a kind required to be included in
the balance sheet of a company or other entity pursuant to Relevant Accounting
Standards);  8.1All dividends lawful  All dividends and distributions declared, made or paid by the
Company at any time were, when declared, made or paid, in accordance with the
requirements of general law and the articles of association of the Company.  8.2Borrowing  (a)Banking and other
facilities  Details of and copies of all relevant documentation relating to
the Indebtedness of the Company are contained in the Disclosure Letter.  46


(b)Borrowing within limits  The aggregate Indebtedness of the Company does not exceed any
maximum stipulated in any debenture, charge or other document binding on the
Company.  (c)No factoring, etc  The Company has not factored any debts, or engaged in any
financing arrangements or arrangements having the commercial effect of
borrowing, not shown in the Last Accounts.  8.3No liability to
affiliates or employees  There is no outstanding Indebtedness or liability (actual or
contingent) between the Company and the Sellers or any member of the Ingenious
Group or between the Company and any directors, officers or employees of the
Company or the Sellers or any member of the Ingenious Group (save for accrued
salary) or any relatives or controlled companies of any such persons and no
security for any such Indebtedness or liability has been given and remains
outstanding.  8.4Grants  No act or transaction has been effected or agreed to be effected
by the Company or the Sellers including the sale of the Shares in consequence
of which:  (a)the Company is or will
be liable to refund or repay the whole or part of any investment or other
grant, subsidy or allowance; or  (b)any such grant, subsidy
or allowance for which application has been made by the Company will not be
paid or will be reduced.  8.5No guarantees, etc.  There is not outstanding any agreement or arrangement which
establishes any guarantee, indemnity, suretyship, form of comfort or support
(whether or not legally binding):  (a)given by the Company in
respect of the obligations or solvency of any person outside the Group;  (b)given by any person
outside the Group in respect of the obligations or solvency of the Company; or  (c)given by the Sellers or
any member of Ingenious Group in respect of any liability of the Company.  8.6Debts owed to the
Company  There are no debts owing to the Company (by any entity other than
a member of the Group) other than trade debts incurred in the ordinary and
usual course of business which trade debts do not exceed £3,000,000 in
aggregate for the Group as a whole.  8.7No deal bonus or finders
fee  There is not outstanding any agreement or arrangement, not has
there been any agreement or arrangement in the nature of a so-called finders
fee in relation to the proposed sale of the Company payable by or on behalf of
the Company or in the nature of a transaction related  47


bonus or payment due to any director, employee or consultant of
the Company in relation to the proposed sale of the Company.  9.CONTRACTUAL MATTERS  9.1Effect of executing this
agreement  So far as the Warrantors are aware, the execution of and
compliance with the terms of this agreement will not:  (a)result in a breach of or
give rise to any right of termination under the terms of any subsisting
agreement, arrangement or instrument binding on the Company;  (b)cause the Company to
lose the benefit of any material contractual right, licence or privilege;  (c)relieve any person of
any material contractual obligation to the Company or enable any person to
determine such obligation or any material contractual right or benefit enjoyed
by the Company or to exercise any material contractual right otherwise in respect
of the Company; or  (d)result in any material
liability of the Company being created or increased;  (e)prejudicially affect the attitude or actions of contract counter-parties,
clients, customers, suppliers and employees with regard to the Company.  9.2Significant
counter-parties  (a)Other than as
Disclosed no counter party on any contractual arrangements (including any
person connected in any way with any such party) accounts directly or
indirectly either for more than ten per cent. of the annual aggregate turnover
or for more than ten per cent. of the annual aggregate expenses of the Group
taken as a whole.  (b)No loss of significant
counter-parties  No significant counter-party of the Company (that is to say a
contractual counter-party who contributes directly or indirectly to the Group
as a whole income representing more than ten per cent in value of turnover of
the Group as a whole or representing payments by the Group of more than ten per
cent in value of the costs of sale of the Group as a whole over any given
period of 12 consecutive months within the last five years prior to this
agreement) has, during the period of 12 months prior to this agreement, ceased
to trade with or indicated an intention to cease to trade with, the Company
either in whole or in part.  During the
period of 12 months prior to the date of this agreement, the terms of trade of
the Company with each significant counter-party (as defined above) have not
significantly changed to the detriment of the Company.  The Sellers are not aware that any cessation
or substantial reduction in trade or change in terms of dealing as described
above is likely after Completion.  9.3Stand-alone business  The assets and rights of the Group as a whole and the facilities
and services to which the Company or any member of the Group has a contractual
right are all that have been necessary to operate the businesses of the Group
as it has been operated historicallyand as reflected
in the Accounts for the last 3 Financial Yearsincluding, without limitation, with
respect to the Companys involvement in the Pop Idol and American Idol formats.  48


9.4Relationships with key
partners  (a)So far as the Warrantors
are aware, no direct or indirect statements (orally or in writing) have been
made to the Company or any of the Sellers regarding the intentions of Fox Broadcasting Company (or any affiliate or related party),
members of the FremantleMedia group, Ronagold Limited (or any member of the BMG
group), ITV plc (or any affiliate or related party) or any of on-air talent
(excluding contestants) of any of the Pop Idol or American Idol programmes
worldwide to (i) cease to continue their existing contractual relationship
(whether directly or indirectly) with the Group; (ii) no longer participate in
the relevant Pop Idol or American Idol programme or as far as the Sellers are
aware related arrangements; or (iii) materially adversely alter the terms on
which they operate with respect to the Group.  (b)The Group has a happy relationship with David and Victoria Beckham
and, to the knowledge of the Warrantors (without having made specific enquiry
of David or Victoria Beckham), neither David nor Victoria Beckham intends or
seeks to alter the terms of their relationship with the Group.  9.5Characteristics of
contracts  There is not outstanding any contract, liability or arrangement to
which the Company is a party or by which it is bound which:  (a)is outside the ordinary
course of business of the Company;  (b)currently commits the
Company to expenditure which is not capable of being funded out of the Groups
existing levels of working capital;  (c)requires expenditure of
in excess of £1million per year;  (d)is otherwise than by way
of a bargain at arms length;  (e)is one pursuant to which
the Company has sold or otherwise disposed of any company or business in
circumstances such that it remains subject to any liability (whether contingent
or otherwise) which is not fully provided for in the Last Accounts;  (f)is a currency and/or
interest rate swap agreement, asset swap, future rate or forward rate
agreement, interest cap, collar and/or floor agreement or other exchange or
rate protection transaction or combination thereof or any option with respect
to any such transaction or any other similar transaction to which the Company
is a party; and  (g)is a bid, tender,
proposal or offer entered into otherwise than in the ordinary course of
business of the Company which, if accepted, would result in the Company
becoming a party to any agreement or arrangement of a kind described in any of
paragraphs 9.5(a) to 9.3(d) above.  9.6Nature of Relevant
Contracts  The Relevant Contracts
are the only key framework agreements regulating the commercial arrangements
surrounding the America Idol and Pop Idol worldwide programmes.  9.7Compliance with Relevant
Contracts  With respect to each of the Relevant Contracts:  49


(i)the Company has duly
performed and complied in all respects with each of its material obligations
thereunder;  (ii)there has been no
material delay, negligence or other default on the part of the Company and no
event has occurred which, with the giving of notice or passage of time, would
constitute a material default thereunder;  (iii)so far as the Warrantors
are aware, there are no grounds for rescission, avoidance, repudiation or
termination and the Company has not received any notice of termination; and  (iv)the Warrantors are not
aware of any of the other parties thereto is in material default or, so far as
the Warrantors are aware, is likely to become in material default thereunder.  9.8Fox Arrangement  (a)The unsigned draft
agreement dated 22 April 2002 between Fox Broadcasting Company (FBC), Fremantle Media North America Inc. (FMNA) and 19 TV Limited (19 TV) relating to the production by FMNA
and 19 TV of episodes of American Idol, as amended by the letter agreement
dated as of May 15, 2003 between FBC, FMNA and 19 TV are the main framework
agreements between Fox, 19 TV and FMNA in relation to American Idol.  19 TV and FMNA have treated these framework
agreements as binding.  (b)Pursuant to the terms of
the agreements referred to above, in relation to American Idol 3 and subsequent
series of American Idol ordered by FBC, the flat non-auditable licence fee and
any format fees are paid by FBC to FMNA. 
19 TV and FMNA co-produce American Idol through American Idol
Productions Inc (AIP).  FMNA (through AIP) pays all costs of
production and other related expenses from the flat non-auditable licence fee
and format fees and then pays to 19 TV 50% of the amount leftover, with such
accounting normally being completed within 6 months after the end of the
Series.  FMNA and 19 TV share any
executive producer fees received from FBC in the proportions 40% to 19 TV and
60% to FMNA.  19 TV receives from FMNA
100% of any executive producer fees for the services of Nigel Lythgoe.  FBC pays direct to 19 TV and FMNA their
respective shares of ranking and rating bonuses.  9.9Offers and tenders  No offer or tender issued by the Company and still outstanding is
or will be capable of giving rise to a contract merely by an order or
acceptance or other action by another party which would, once accepted, result
in the Company being committed to expenditure of £500,000 or more.  9.10Contracts - connected
persons  (a)Save as Disclosed, there
is not outstanding any material agreement, arrangement or understanding
(whether legally enforceable or not) to which the Company is a party and in
which:  (i)any current director of
the Company or any connected person is interested, whether directly or
indirectly (save for any service or employment agreement between the Company
and any such persons); or  (ii)any of the Sellers or
any member of the Ingenious Group are interested.  50


(b)Save as Disclosed, the
Company does not depend in any material respect upon the use of assets owned
by, or facilities or services provided by, the Sellers or any member of the
Ingenious Group, the cessation of which would materially adversely affect the
Company or the replacement of which would require material effort or
expenditure by the Company.  (c)The Groups profits or
financial position in each of the three financial years ended on the Last
Accounting Date have not been materially affected by any material agreement
which is not entirely of an arms length nature.  9.11Partnerships  The Company is not a member of, or party to, any partnership.  9.12Competition and fair
trading  (a)There are no contracts
or obligations, agreements, arrangements or concerted practices involving the
Company and no practices in which the Company is or has been engaged which are
void, illegal, unenforceable, registrable or notifiable under or which
contravene any competition, anti-trust, anti-monopoly or anti-cartel
legislation or regulations in either the United Kingdom or the United States of
America, nor has the Company received any written threat or complaint or
request for information or investigation in relation to or in connection with
any such legislation or regulations.  (b)The Company is not
subject to any order, judgment, decision or direction given by any court or
governmental or regulatory authority in any jurisdiction other than one
generally affecting the industries in which it operates, nor is it party to any
undertaking or assurance given to any such court or authority, in relation to
competition matters which is still in force.  9.13Vulnerable antecedent
transactions  So far as the Warrantors are aware, the Company has not at any
time in the two year period prior to Completion:  (a)entered into any
transaction at an undervalue (within the meaning of s238 or s339 or s423
Insolvency Act 1986) with any other person;  (b)been given any
preference (within the meaning of s239 or s340 Insolvency Act 1986) by any
other person; or  (c)entered into any other
material transaction which is void or voidable (whether in whole or in part) or
received any benefit or acquired any asset which is or will be liable to be
returned or repaid (whether in whole or in part).  9.14Payments/political
donations  No act or transaction has been effected by or on behalf of the
Company involving the making or authorising of any payment, or the giving of
anything of value, to any government official, political party, party official
or candidate for political office for the purpose of influencing the recipient
in his or its official capacity in order to obtain business, retain business or
direct business to the Company or any other person or firm.  9.15Termination of
Investment Agreement  The parties to the deed of termination of the investment agreement
referred to in paragraph 15 of part 3 of schedule 2 are all the parties whose
consent is required to give the Company an  51


effective release from its obligations under such agreement, and
to waive any claims against the Company thereunder.  10.ASSETS  10.1Title to physical assets  All of the material physical assets owned by the Company are the
sole, absolute property of the Company and there is not now outstanding any
Encumbrance over the whole or any part of any material physical assets of the
Company and none of the material physical assets now owned or used by the
Company is subject of any Encumbrance or any hire purchase, leasing, lease,
purchase or credit sale agreement.  10.2Possession and third
party facilities  (a)All of the material
physical assets owned by the Company, or in respect of which the Company has a
right of use, are in the possession or under the control of the Company.  (b)Where any material
physical assets are used but not owned by the Company or any facilities or
services are provided to the Company by any third party, there has not so far
as the Warrantors are aware occurred any event of default or any other event or
circumstance which would entitle any third party to terminate any agreement or
licence in respect of the provision of such facilities or services (or any event
or circumstance which with the giving of notice and/or the lapse of time and/or
a relevant determination would constitute such an event or circumstance).  11.LITIGATION  11.1No litigation  The Company is not engaged, either on its own account or vicariously,
in any suit, action, litigation, arbitration or tribunal proceedings or any
governmental investigations.  In addition
so far as the Warrantors are aware, the Company has not received notice of any
such suit, action, litigation, arbitration or tribunal proceedings or
governmental investigations which are pending or threatened, by or against the
Company.  12.INSOLVENCY ETC.  12.1Company not insolvent  The Company has not stopped payment, nor is it insolvent or deemed
unable to pay its debts within the meaning of s123 of the Insolvency Act 1986
other than immaterial debts being contested by appropriate action.  12.2No winding up  No order has been made, petition presented or meeting convened for
the purpose of considering a resolution for the winding up of the Company or
for the appointment of any provisional liquidator.  No petition has been presented for an
administration order to be made in relation to the Company, and no
administrator or receiver (including any administrative receiver) has been
appointed in respect of the whole or any part of any of the property, assets
and/or undertaking of the Company.  52


12.3No composition, etc.  No composition in satisfaction of the debts of the Company, or scheme
of arrangement of its affairs, or compromise or arrangement between it and its
creditors and/or members or any class of its creditors and/or members, has been
proposed, sanctioned or approved.  12.4No distress, etc.  No distress, distraint, charging order, garnishee order, execution
or other process has been levied or applied for in respect of the whole or any
part of any of the property, assets and/or undertaking of the Company.  12.5No disqualification  No person who now is, or who at any time within the last three
years was, a director or officer of the Company is, or at any material time
was, subject to any disqualification order under CA85, the Insolvency Act 1986
or the Company Directors Disqualification Act 1986.  12.6Analogous events  No events or circumstances analogous to any of those referred to
in the preceding paragraphs 12.1 to 12.5 have occurred in any jurisdiction
outside England and Wales.  12.7So far as the Warrantors
are aware, no circumstances exist which will give rise to the occurrence of any
events or circumstances described in the preceding paragraphs 12.1 to 12.6.  13.POWERS OF ATTORNEY  The Company has given no powers of attorney and no other authority
express, implied or ostensible which is still outstanding or effective to any
person to enter into any contract or commitment to do anything on its behalf
other than the authority of employees and officers to enter into contracts in
the ordinary course of their duties.  14.REGULATORY MATTERS  14.1Licences  (a)The Company has obtained
all material licences, permissions, authorisations and consents required for
carrying on its business effectively in the places and in the manner in which
such business is now carried on.  (b)The licences,
permissions, authorisations and consents referred to in paragraph 14.1(a) are
in full force and effect, are not subject to any unusual or onerous conditions
which would not ordinarily be present in such licences, permissions,
authorisations or consents, and have been complied with in all material
respects.  (c)So far as the Warrantors
are aware, the Company has not received any notice that there are any
circumstances currently existing which indicate that any of the licences,
permissions, authorisations or consents referred to in paragraph 14.1(a) will
be suspended, cancelled or revoked or not renewed, in whole or in part, in the
ordinary course of events.  (d)This clause 14.1 shall
not refer to any licences, permissions, authorisations or consents which relate
to the Intellectual Property or to the Properties.  53


14.2Compliance with laws  (a)The Company has
conducted its business and corporate affairs in accordance with its memorandum
and articles of association and in all material respects in compliance with all
applicable laws and regulations (whether of the United Kingdom or any other
jurisdiction).  (b)The Company is not in
breach of any order, decree or judgement of any court or any governmental or
regulatory authority (whether of the United Kingdom or any other jurisdiction).  (c)So far as the Warrantors
are aware, neither the Company nor any of its officers, agents or employees
during the course of carrying out duties for the Company has done or omitted to
do any act or thing, the commission or omission of which is a contravention of
any law or regulation (whether of the United Kingdom or any other
jurisdiction).  (d)So far as the Warrantors
are aware, no commissions, discounts, rebates or other inducements, whether of
cash or in kind, have been given by the Company or its officers or employees
during the course of carrying out duties for the Company where the same are
capable of forming the basis of criminal prosecution of, or civil action
against, the Company or any of its officers or employees.  15.INSURANCE  15.1The Company has at all
times been adequately covered against accident, third party, public liability,
product liability and other risks normally covered by insurance and nothing has
been done or omitted to be done by or on behalf of the Company which would make
any policy of insurance void or voidable or enable the insurers to avoid the
same and there is no material claim outstanding under any such policy and the
Sellers are not aware of any circumstances which will give rise to such a claim
or (other than generally applicable market factors) result in a material
increase in the rate of any premium.  15.2All information
furnished in obtaining or renewing the Insurance Policies was correct and
accurate when given and any change in that information required to be given was
correctly given. The Company is not in default under any of those policies,
which are in full force and effect.  15.3There is set out in the
Disclosure Letter a summary of the Insurance Policies and copies of those
policies have been delivered with the Disclosure Letter and are true and
complete in all material respects.  15.4The Company has not
suffered any material uninsured losses nor waived any rights of material or
substantial value.  54


Part 2: Employment Warranties  1.INTERPRETATION  In this part 2 of schedule 3, the following words and expressions
shall have the following meanings:  Employees means those persons
employed by the Company;  Employment Law means all and any
laws, common law, statutes, directives, regulations, notices, judgments,
decrees or orders, whether of the European Community or the United Kingdom or
any other relevant jurisdiction, relating to or connected with the employment
of employees and workers and/or their health and safety at work;  Employment Liabilities means all
Losses connected with or arising from any Employment Law;  Senior Employee means any
employee whose annual salary exceeds £75,000.  2.TRADE UNION RECOGNITION  The Company does not recognise any trade union or other body
representing its Employees (or any of them) for the purpose of collective
bargaining or other negotiating purposes, nor has the Company done any act
which might be construed as recognition or received a request for recognition
of any such body and, so far as the Warrantors are aware, no such request is
pending.  3.TRADE DISPUTES  No dispute, strike or other industrial action exists or is
threatened between the Company and a significant number or category of its
Employees or a trade union representing such Employees and no such dispute,
strike or other industrial action has occurred in the last 12 months.  4.COMPLIANCES WITH
APPLICABLE LAW  The Company has complied with all material obligations imposed on
it by Employment Law, collective agreements, recognition agreements and all
material contractual obligations applying to the jurisdiction in which such
entity is incorporated or carries on business which are owed to or in respect
of its Employees.  5.INFORMATION  5.1The Disclosure Letter
contains:  (a)the names and dates of
birth and commencement of employment of all persons who are at the Completion
Date Employees of the Company;  (b)details of all the
remuneration paid and benefits (including, for the avoidance of doubt,
permanent health insurance) provided to or which the Company is bound to
provide to each of the Employees;  (c)copies of the contracts
of Employment of each of the Senior Employees;  55


(d)details of the terms on
which all individual consultants providing to the Company personal services
which are considered by the Warrantors to be materially significant in the
context of the businesses of the Group are engaged;  all of which information is true and complete in all material
respects.  5.2There is no person other
than those listed in the Disclosure Letter who is employed in the business of
the Company other than the Employees.  5.3No full time Senior
Employee is engaged for any material part of his usual working time in the
business of any company outside the Group.  6.VARIATION OF TERMS OF
EMPLOYMENT  6.1The Company is not involved in negotiations (whether with Employees
or any trade union or other Employees representatives) to materially vary the
terms and conditions of employment or engagement of any of its Employees,
directors or consultants, nor has it during the three months up to Completion
entered into any obligation nor made any representations, promises, offers or
proposals to any of its Employees, directors or consultants or to any trade
union or other Employees representatives concerning or affecting the terms and
conditions of employment or engagement of any of its Employees, directors or
consultants.  6.2During the last three months, the Company has not
promised but failed to implement prior to Completion any salary review in
respect of any Employees.  7.INCENTIVE SCHEMES  Save for the EMI Share Options, the Company has not introduced any
share incentive scheme, share option scheme or profit sharing, bonus,
commission or other such incentive scheme for any of its directors or Employees
which remains in effect.  8.RESIGNATIONS  8.1No Senior Employee or
director of the Company has resigned in the last 12 months.  8.2The Company has not
received any notice of resignation from any director or Senior Employee that
has not expired.  8.3During the last 6
months, the Company has not dismissed any employees nor is it under any
contractual or other obligation to change the term of service of any Senior
Employee.  9.BENEFITS  The Company has discharged its obligations in full in relation to
salary, wages, fees, commission, bonuses, overtime pay, holiday pay, sick pay
and all other benefits and emoluments relating to its Employees, directors and
consultants in respect of all prior periods.  10.REDUNDANCIES  10.1The Company has neither
given notice of any redundancies to the Secretary of State or any other
appropriate body in any other jurisdiction nor started consultations with any
independent trade union or Employees representatives within the last 12 months
in relation to any of the Companys Employees.  10.2The Company has not
adopted, whether informally or formally and whether in writing or otherwise,
any policy or practice of making redundancy payments in excess of statutory
minima nor has it historically made any such redundancy payments.  56


10.3The Company does not
have, either formally or informally and whether or not reduced to writing, any
custom or practice of implementing redundancies on a selective basis in
accordance with specific procedures, criteria or formulae.  11.CLAIMS  11.1No circumstances have
arisen or exist under which the Company will be required to pay damages or
compensation, or suffer any penalty or be required to take corrective action or
be subject to any form of sanction under Employment Law. The Company has not
received notice of any current, pending or threatened claims of any type against
the Company by any existing or former Employees or directors of the Company or
by any existing or former consultants to the Company.  11.2So far as the Warrantor
is aware no circumstances have arisen under which the Company is likely to be
required to pay damages for wrongful dismissal or breach of contract, to make
any contractual or statutory redundancy payment or make or pay any compensation
in respect of unfair dismissal, to make any other payment under any Employment
law or to reinstate or re-engage any former Employee.  12.GRIEVANCE PROCEDURES  No Employee has instituted any internal grievance procedure,
corporate information disclosure procedure or malpractice notification
procedure nor has any Senior Employee been the subject of disciplinary proceedings
in the last 12 months by reason of misconduct or suspected misconduct.  13.EFFECT OF COMPLETION  Other than in relation to the Share Options, Completion will not
give rise to the payment of any remuneration, payments or benefits (including
severance payments or benefits) or any enhancements or accelerations thereof to
any Employee whether in accordance with the standard terms and conditions of
employment of such Employee or otherwise or entitle any Employee to terminate
his employment without serving his full notice period.  14.CHARLES GARLAND AND
SIMON FULLER  For the purposes of this Warranty, Statutory Employment Protection
Claim means any claim under the Employment Rights Act 1996 (as amended), Sex
Discrimination Act 1975 (as amended), Equal Pay Act 1970 (as amended), Race
Relations Act 1976, Disability Discrimination Act 1995 (as amended), Transfer
of Undertakings (Protection of Employment) Regulations 1981 (as amended),
Working Time Regulations 1998 (as amended), Employment Relations Act 1999,
Art.141 of the EC Treaty, Equal Pay Directive No 75/117, other EU Directives,
Trade Union & Labour Relations (Consolidation) Act 1992 (as amended),
National Minimum Wage Act 1998, Public Interest Disclosure Act 1998, Data
Protection Act 1998, Part-Time Workers (Prevention of Less Favourable)
Treatment Regulations 2000, Fixed-Term Employees (Prevention of Less Favourable
Treatment) Regulations 2002, Employment Act 2002, Employment Equality (Religion
or Belief) Regulations 2003 and Employment Equality (Sexual Orientation)
Regulations 2003.  14.1Fuller has no claims or rights of action
(whether under statute, common law or otherwise) in any jurisdiction in the
world, howsoever arising, (including but not limited to contractual claims,
breach of contract including for breach of his Service Agreement dated 15
August 2001 and amendments thereto, tort and Fullers prospective entitlement
to bring any other Statutory Employment Protection Claim which could be brought
in an Employment Tribunal) against the Company or any Subsidiary, its or their
officers, employees or shareholders, arising from or connected with the
Executives current employment with the Company or any  57


Subsidiary,
the termination thereof or any other matter concerning the Company or any
Subsidiary.  14.2Fuller has no claims against the Company, its
purchasers or successors in title, concerning his pension entitlement under his
Service Agreement dated 15 August 2001 or otherwise, and including any tax
liabilities or national insurance contributions that arise or may have arisen
in respect thereof.  14.3Charles Garland has no claims or rights of action (whether under
statute, common law or otherwise) in any jurisdiction in the world, howsoever
arising, (including but not limited to contractual claims, breach of contract
including for breach of his Service Agreement dated 15 August 2001 and
amendments thereto, tort and his prospective entitlement to bring any other
Statutory Employment Protection Claim which could be brought in an Employment
Tribunal) against the Company or any Subsidiary, its or their officers,
employees or shareholders, arising from or connected with the Executives
current employment with the Company or any Subsidiary, the termination thereof
or any other matter concerning the Company or any Subsidiary.  62


Part 3: IP & IT Warranties  1.DEFINITIONS  In this part 3 of schedule 3, the following words and expression
shall have the following meanings:  Company Systems means the
computer and data processing systems and information and communications
technologies used in or for the business of the Company including hardware,
Software (whether proprietary or third party owned), networks, data storage
devices, printers, VDUs, firmware, dedicated power supplies, cabling,
peripherals and associated documentation;  Registered Intellectual Property
means those Intellectual Property rights which have been applied for or which
are registered with any national or international registry, (including all
renewals, extensions and applications for registration) and which are owned by
the Company, for the avoidance of doubt, the Pop Idols trademarks are not
within this definition; and  Pop Idol Trademarks means all registered
Trade Marks in which any member of the Group has a two thirds beneficial
interest pursuant to the Pearson Agreement as set out in Part 2 of Schedule 10.  Software means any and all forms
of computer program, including, without limitation, applications and operating
systems and in each case whether in source, object or machine-readable form.  2.INTELLECTUAL PROPERTY  2.1General  Part 1 of schedule 10 contains a complete and accurate list of all
Registered Intellectual Property.  2.2Registered Intellectual
Property  (a)So far as the Warrantors
are aware, none of the Registered Intellectual Property used by the Company has
been wrongfully or unlawfully acquired by the Company.  (b)So far as the Warrantors
are aware no Moral Rights have been asserted or are capable of being asserted
which could materially affect the use or value of any of the Companys
Registered Intellectual Property and the Company has not received notice from
any third party that the Company is engaged in any activities which infringe
the Moral Rights belonging to any third party.  (c)All fees which have
fallen due relating to the Registered Intellectual Property have been paid in
full.  (d)All the Registered Intellectual
Property is free from Security Interests.  (e)The material particulars
as to registration of (and applications to register) the Registered
Intellectual Property (including application and, where appropriate, renewal
dates) are set out in part 1 of schedule 10 and the Company is the sole
registered proprietor of the Registered Intellectual Property.  63


(f)Neither the validity or
subsistence of the Registered Intellectual Property, nor the right, title and
interest of the Company in the Registered Intellectual Property, is the subject
of any current, pending or threatened challenge, claim or proceedings of which
the Company has received written notice (including for opposition,
cancellation, revocation or rectification) nor has it been in the last 6 years.  (g)So far as the Warrantors
are aware the rights and the ability of the Company to use any Registered
Intellectual Property Rights will not be affected solely by reason of the
acquisition of the Shares by the Purchasers.  2.3Pop Idol Trade Marks  (a)So far as the Warrantors
are aware, the schedule of registered trade marks and applications for
registered trade marks relating to the Format (as defined in the Pearson
Agreement) which FremantleMedia Limited (or entities connected or affiliated to
such company) have registered pursuant to the terms of the Pearson Agreement as
sent to the Company by FremantleMedia Limited on 9 March 2005 set out in Part 2
of Schedule 10 is true and accurate in all material respects;  (b)The Pearson Agreement
sets out all contractual terms agreed between the parties to such agreement in
relation to Trade Marks (as defined in the Pearson Agreement).  (c)So far as the Warrantors are aware, none of the
Pop Idol Trademarks used by the Company has been wrongfully or or unlawfully acquired
by the Company.  (d)The Companys interest in the Pop Idol
Trademarks is free from Security Interests.  (e)Neither the validity or subsistence of the Pop
Idol Trademarks, nor the right, title and interest of the Company in the Pop
Idol Trademarks, is the subject of any current, pending or threatened
challenge, claim or proceedings of which the Company has received written
notice (including for opposition, cancellation, revocation or rectification)
nor has it been in the last 6 years.  (f)So far as the Warrantors are aware the rights
and the ability of the Company to use any Pop Idol Trademarks will not be
affected solely by reason of the acquisition of the Shares by the Purchasers.  2.4Intellectual Property  (a)The Company owns or has
authority to use all the Intellectual Property it requires to carry on its
business following Completion as such business has been carried on in the last
2 years.  (b)Any persons who have
been commissioned by the Company to create, develop or invent any Intellectual
Property for the Company in connection with any ongoing projects of the Company
to which any value is attributed in the work in progress referred to in the
Last Accounts have entered into a written agreement with the Company which
obliges them to assign such Intellectual Property to the Company.  (c)All existing Employees
have, as a matter of course, entered into a written agreement with the Company
which obliges them to assign to the Company any Intellectual Property created
by them whilst carrying out duties in the course of their employment with the
Company.  (d)The Pop Idol Format (as
such term is defined in the Pearson Agreement) was independently created by
Fuller on behalf of the Company prior to 1999 and without  64


reference to any
proposal submitted by Mr Alistair Curry or European Business Consultancy
Limited.  2.5Infringement  (a)Save as Disclosed,  no claim has been made by any third party
which alleges that the operations of the Company infringe or misuse or are
likely to infringe or misuse the Intellectual Property of a third party or
which otherwise disputes the right of the Company to use any Intellectual
Property owned or used by it.  (b)No claim has been made
by the Company which alleges that a third party is infringing or misusing or is
likely to infringe or misuse the Registered Intellectual Property owned by the
Company. So far as the Warrantors are aware, no third party has served notice
on the Company of any circumstances which are likely to give rise to such a
claim.  (c)Save as Disclosed, the
operations of the Company do not infringe or misuse nor are they likely to
infringe or misuse any Intellectual Property.  2.6Nigel Lythgoe  Nigel Lythgoes arrangements and understandings with the Company
and the Group are completely and accurately set out in the documents relating
to him, copies of which are annexed to the Disclosure Letter and there are no
terms of such arrangements or understandings which have not been Disclosed.  3.CONFIDENTIAL
INFORMATION  The Company has
not used any processes and is not engaged in any activities which involve the
misuse of any Confidential Information belonging to any third party, nor so far
as the Warrantors are aware does the Company otherwise have in its possession
or control any such Confidential Information without the licence or authority
or the relevant owner.  4.INFORMATION
TECHNOLOGY  4.1The Company Systems are
either owned by, or properly licensed or leased to the Company and there are no
circumstances of which the Warrantors are aware in which the ownership,
benefit, or right to use the Company Systems may be lost solely by virtue of
the acquisition of the Shares by the Purchaser. The Company Systems are covered
under current maintenance and support agreements, copies of which are
Disclosed.  4.2The Company has taken
all reasonable steps to ensure that the Software used by the Company in the
carrying on of its business is free of any virus which would threaten the
ability of the Company to operate its normal business activities.  4.3The Company Systems are
Date Compliant in all material respects. 
For the purposes of this paragraph 4.3 Date Compliant means the
ability of a computer system and/or related hardware and/or Software to be
unaffected, either in its performance or in its functionality, by any dates
(past, present and future) and in particular (but without prejudice to the
generality of the foregoing):  (a)no value for current
date causes or will cause any interruption in operation;  (b)date-based functionality
behaves and will behave consistently for all dates;  65


(c)in all interfaces and
data storage, the century in any date is and will be specified either
explicitly or by unambiguous algorithms or inferencing rules; and  (d)all leap years are and
will be recognised as a leap year.  5.RECORDS  Adequate records, files and documents have been maintained, for
the prosecution or maintenance of all registrations and applications to
register the Registered Intellectual Property as well as all source codes,
tapes, indices, descriptive memoranda, original listings, development and
working papers, calculations and other documents or media necessary to prove
authorship and ownership of the Software owned by the Company and the records,
files and documents are in the possession of the Company or under its control.  6.DATA PROTECTION  6.1The Company has notified
or applied to notify itself under the Data Protection Act 1998 and any other
relevant data protection legislation having similar effect anywhere in the
world, details of which are Disclosed. The Company complies with all material
applicable data protection laws, guidelines and industry standards.  6.2No notice or allegation
has been received by the Company from a competent authority alleging that the
Company has not complied with any applicable data protection laws.  6.3The Company has not
received any written notice from any individual claiming from the Company
compensation for breaches of applicable data protection laws.  66


Part 4:
Pensions Warranties  1.DEFINITIONS  In this part 4 of schedule 3, the following words and expressions
shall have the following meanings:  Employee means any past or
present officer or employee of the Company, including any person who is on
secondment overseas; and  Pension Arrangements means each
of the pension, retirement gratuity, life assurance and termination indemnity
schemes, plans or arrangements set out in the Disclosure Letter.  2.DISCLOSURE OF PENSION
ARRANGEMENTS  Other than any mandatory government or social security pension
arrangements and the Pension Arrangements, there is no scheme, arrangement or
agreement to which the Company is a party or by which it is bound or under
which it has an obligation or liability (whether actual, contingent or
prospective) to contribute or to provide funding for the provision of life
assurance, retirement, death, disability or other like benefits (in the form of
a pension, lump sum, gratuity or otherwise) in respect of any Employee.  3.INFORMATION RELATING
TO PENSION ARRANGEMENTS  Details of all material documentation which the Company is holding
in relation to Pension Arrangements have been Disclosed and the details of all
such Pension Arrangements which have been Disclosed are sufficient to enable
the Purchasers to ascertain benefits provided under each of the Pension
Arrangements in respect of the Employees and the value of such benefits.  4.COMPLIANCE WITH
DOCUMENTATION  The Company and any persons having legal ownership of the Pension
Arrangements have complied with their respective material obligations under the
governing documentation of the relevant Pension Arrangement.  5.COMPLIANCE WITH
LEGISLATION  Each of the Pension Arrangements complies with and has at all
times complied with the provisions of the relevant legislation and tax
requirements governing or applicable to that Pension Arrangement including (but
not limited to) Article 141 of the Treaty of Amsterdam (where applicable), the
local Tax Authority requirements, any collective agreements to which it or the
Employees are a party or subject, social security requirements and any statutory
and/or local governmental requirements.  6.FUNDING  All amounts
due to or payable in respect of each of the Pension Arrangements or to any
insurance company or other relevant third party in connection with each of the
Pension Arrangements have been paid.  7.DISPUTES  The Company is not a party to any ombudsman, litigation or
arbitration proceedings in respect of the Pension Arrangements or benefits
provided under the Pension Arrangements  67


and the Company has not received written or oral notice of any
such ombudsman, litigation or arbitration proceedings which may be made against
the Company.  8.DISCONTINUANCE  No plan, proposal or intention to amend or discontinue (in whole
or in part) any of the Pension Arrangements has been communicated to any
Employee nor has any act or event occurred which will give rise to a full or
partial discontinuance of any of the Pension Arrangements under applicable law.  9.LIFE
INSURANCE  All life insurance
arrangements set out in the Disclosure Letter are established under trust.  68


Part 5:
Property Warranties  1.TITLE  1.1The Properties comprise
all the land and premises owned or occupied or otherwise used by the Company
and all the estate, interest, right and title whatsoever of the Company in,
under, over or in respect of any land or premises and the descriptions set out
in schedule 9 are correct.  The Company
does not have any other interest in any other land or buildings other than the
Properties and the Company has not entered into any legally binding agreement
for the purchase of any such interest.  1.2The documents of title
to the Properties are in the possession or under the control of the Company and
such documents are original documents or properly examined abstracts.  2.ENCUMBRANCES  2.1The Properties are free
and clear of all claims, Encumbrances, leases, tenancies, licences or other
rights of occupation, and other agreements affecting the same and the Company
has exclusive possession of the whole of the Properties.  2.2The Properties are not
subject to any outgoings other than business and water rates, rent, insurance
and service charges and those outgoings referred to the Companys leases of the
Properties.  2.3As far as the Warrantor is aware there are no material covenants
restrictions burdens stipulations wayleaves easements grants conditions terms
rights or licences affecting the Properties listed at part 1 of Schedule 10
which are of an unusual or onerous nature or which have a material adverse
affect on the use of the Properties listed at part 1 of Schedule 10.  2.4There are no material covenants restrictions burdens stipulations
wayleaves easements grants conditions terms rights or licences affecting the
Properties listed at part 3 of Schedule 10 which are of an unusual or
onerous nature or which have a material adverse affect on the use of the
Properties listed at part 3 of Schedule 10.  2.5The Warrantors have not
received written notice that any covenants, restrictions, stipulations,
conditions and other terms affecting the Properties and the uses of the
Properties have not been duly observed and performed.  2.6So far as the Warrantors
are aware, the Company has not received written notice of any outstanding
disputes, notices or complaints which affect the use of any of the Properties
for the purposes for which they are now used and which would prevent or impede
the Company from operating and carrying on the business currently carried out at
each of the Properties.  3.PLANNING AND OTHER
STATUTORY OBLIGATIONS  So far as the
Warrantors are aware the Properties comply with statutes, regulations, bye-laws
and other relevant legislation with requirements as to fire precautions and
means of escape in case of fire.  4.LEASEHOLD
PROPERTIES  4.1Each of the Properties
is held under the lease details of which are set out in part 1 of schedule 9
and no licence or supplementary agreements and concessions have been entered
into or granted in respect of those leases as far as the Warrantors are aware.  4.2There are outstanding
rent reviews.  69


5.CONTINGENT
LIABILITIES  5.1The Company has not at
any time assigned or otherwise disposed of any property, leasehold or
otherwise, in respect of which it has a continuing liability (contingent or
otherwise) for payment of rent and/or for any other liability.  5.2The Company is not the
guarantor of or surety for any other partys liability (contingent or otherwise)
for any obligations under any lease, tenancy, agreement or any other deed or
under any agreement relating to the assignment of any lease or tenancy.  6.OCCUPATIONAL LEASES  All leases and tenancies and all agreements for leases and
tenancies granted by the Company (or any predecessor) in respect of the
Properties are correctly summarised in the particulars set out in part 2 of
schedule 9.  7.INSURANCE  The Warrantors
have not received written notice that any current policies of insurance
relating to any of the Properties (including fixtures fittings and contents)
which have not been effected by the Company are not current and valid nor cover
the full reinstatement value thereof (including, where the relevant property is
let, loss of rent cover for a minimum of three years) and have not received
written notice that they are subject to any special or unusual terms or
restrictions or to the payment of any premium in excess of the normal rate for
policies of the same kind and where the Properties are insured by a landlord
under the terms of a lease as far as the Warrantors are aware the policy
conforms in all respects with the requirements of the relevant lease.  70


Part 6: Tax Warranties  1.GENERAL  1.1Provision or reserve (as
appropriate) has been made in the Last Accounts for (i)
all Tax for which the Company is liable or accountable (whether primarily or
otherwise) in respect of all income, profits or gains earned, accrued or
received on or before the Last Accounting Date or in respect of any Event
occurring on or before the Last Accounting Date and (ii) for all deferred Tax
assets and liabilities of the Company in accordance with generally accepted
accounting practice and all Relevant Accounting Standards.  1.2The Company has made all instalment payments required by the
Corporation Tax (Instalment Payments) Regulations 1998 and all such instalment
payments were made on the basis of a reasonable estimate of the Companys total
liability for the relevant accounting period.  1.3Since the Last Accounting Date the Company has not incurred any
material expenditure which is not deductible for Tax purposes.  2.COMPLIANCE  2.1So far as the Warrantors are aware, all information, notices,
computations, claims, assessments (including self-assessments), registrations
and returns which ought to have been submitted have been punctually submitted
by or on behalf of the Company to the relevant Tax Authority and all
information, notices, computations claims, assessments (including
self-assessments), registrations and returns submitted are so far as the
Warrantors are aware complete and accurate and, in the case of information,
remain complete and accurate in all material respects, and are not and so far
as the Warrantors are aware nor are likely to be or become the subject of any
dispute.  2.2The Company has not been subject to any
non-routine audit, investigation, discovery or access order by any Tax
Authority or any non-routine visit by any VAT or customs authority.  2.3The Warrantors are aware of no dispute at the
date of this Agreement with any Tax Authority regarding:  (i)the computation of any gains profits or losses
of the Company for the purposes of Tax;  (ii)any liability or potential liability to Tax
(including interest or penalties) recoverable from the Company; or  (iii)the availability to the Company of any relief
from Tax.  2.4The Company has not been a party to any scheme
or arrangement in respect of which the main purpose or one of the main purposes
was the avoidance of a liability to Tax.  2.5No Tax Authority has
agreed to operate any special arrangement in relation to the Company other than
an arrangement which is wholly in accordance with a strict interpretation of
the relevant law, published statements of practice or published extra-statutory
concessions of a relevant Tax Authority.  3.CAPITAL GAINS  3.1The book value in or
adopted for the purposes of the Last Accounts as the value of each of the
assets of the Company on the disposal of which a chargeable gain or allowable
loss could  71


arise does not exceed the amount deductible under s38 TCGA in
respect of each such asset.  So far as
the Warrantors are aware, no chargeable gain would (or would but for any
relief, allowance, deduction or credit other than amounts falling to be
deducted under s38 TCGA) arise on the disposal of any asset acquired by the
Company since the Last Accounting Date for a consideration equal to that paid
on its acquisition.  3.2So far as the Warrantors
are aware, the Company has not disposed of or acquired any asset to or from any
person in circumstances such that ss17 or 18 TCGA apply to such disposal or
acquisition.  3.3The value of the consideration for the acquisition of any asset
included in the Last Accounts or acquired after the Last Accounting Date is not
deemed for Tax purposes to have been reduced by reason of any claim made to
defer Tax whether in relation to that or any other asset.  4.INTERNATIONAL  4.1The Company is and
always has been resident for all Tax purposes only in the jurisdiction in which
it was incorporated and so far as the Warrantors are aware has never been
regarded as being resident for Tax purposes in a jurisdiction outside its
country of incorporation.  4.2So far as the Warrantors
are aware, the Company is not liable to, and has at no time incurred any
liability to Tax in any jurisdiction other than the jurisdiction in which it
was incorporated.  So far as the Warrantors
are aware, the Company has never had a permanent establishment in any
jurisdiction other than in the jurisdiction in which it was incorporated.  4.3The Company has not,
without the prior consent of HM Treasury, caused or permitted any such body
corporate as is referred to in Section 765 Taxes Act 1988 to enter into any
transaction specified therein, nor has it entered into a transaction of the
type referred to in Section 765A Taxes Act 1988 without fully complying with
the information reporting requirements prescribed therein.  5.TRANSFER
PRICING  No Company has
paid any amount for goods, services, or business or financial facilities which
amount has been disallowed or so far as the Warrantors are aware will be
disallowed by any relevant Tax Authority under relevant transfer pricing
legislation nor has any Company received any amount for goods, services or
business or financial facilities which amount has been increased or so far as
the Warrantors are aware will be increased under relevant transfer pricing
legislation.  6.GROUPS OF COMPANIES  Since the Last Accounting Date, the Company has not ceased to be a
member of a group of companies or undergone a change of control such that: (i)s179 TCGA; or (ii) paragraph 58 of Schedule 29 Finance Act 2002; or
(iii) ss111 or 113 Finance Act 2002;has effect in relation to any asset
of the Company.  7.VALUE ADDED TAX  The Company is
a taxable person duly registered for the purposes of VAT andhas complied in all material respects with all
statutory provisions, rules, regulations, orders and directives in respect of
VAT, has promptly submitted accurate returns and maintains full and accurate
VAT records and has not suffered any liability to any interest, forfeiture,
surcharge or penalty.  VAT has been duly paid or provision has been made in the Accounts for all
amounts of VAT for which the Company is liable.  72


8.CLOSE COMPANIES  8.1The
Company is not, nor has it ever been liable to make a payment to any Tax
Authority under the provisions of Sections 418 to 422 Taxes Act.  8.2The Company has never made any transfer of the kind described in
Section 125 TCGA.  9.INHERITANCE TAX AND GIFTS  9.1So far as the Warrantors
are aware, there are not in existence any circumstances whereby any such power
as is mentioned in s212 Inheritance Tax Act 1984 could be exercised in relation
to any shares in, securities of or assets of the Company.  9.2Neither the assets owned
by nor the shares of the Company are subject to an outstanding Inland Revenue
charge as defined in s237 Inheritance Tax Act 1984.  10.INTANGIBLES  10.1There are no assets held by the Company in respect of which it has
brought into account, or will before Completion be entitled to bring into
account, any debits under Schedule 29 FA 2002.  11.TRANSFER TAXES  11.1There is no instrument
which is necessary to establish the Companys right or title to any asset which
is or may become liable to stamp duty (or any like duty or tax in a
jurisdiction outside the United Kingdom) which has not been duly stamped or
which would attract stamp duty, interest or penalties if brought within the
relevant jurisdiction.  11.2Any stamp, stamp duty land, documentary, securities or other
transfer Taxes which any Company is required to pay have been duly paid.  12.EMPLOYEES  12.1All income tax deductible and payable in respect of employee Tax
has, so far as it is required to be deducted, been deducted from all payments
made or treated as made by each Company and all amounts so due to be paid to
the relevant Tax Authority prior to Completion have been so paid, including all
Tax chargeable on benefits provided for directors, employees or former
employees of each Company or any persons required to be treated as such.  12.2Any expenditure that has been incurred or that has been agreed to be
incurred by the Company in remunerating employees, officers, ex-employees and
ex-officers of the Company, including any salaries, bonuses, emoluments and any
gratuitous payments paid to such persons, is or will, so far as the Warrantors
are aware, be deductible for Tax purposes.  12.3All deductions and payments required to be made under any Tax
legislation in respect of national insurance and social security contributions
(including employers contributions) have been so made.  12.4All payments by each Company to any person which are required to
have been made under deduction of Tax have been so made and each Company (if
required by law to do so) has accounted to the Tax Authority for the Tax so
deducted.  12.5The Company has not been granted any dispensations by any Tax
Authority relating to the taxation of its employees or the reporting of
benefits provided to such employees.  73


12.6Proper records have been maintained in respect of all such
deductions and payments in accordance with all applicable Tax legislation.  12.7The Inland Revenue have not amended any notice sent by the Company
giving details of options granted as Enterprise Management Incentive options (EMI
Options) under the provisions of Schedule 5, ITEPA 2003 (Schedule 5).  12.8No notice of enquiry was issued by the Inland Revenue to the Company
in relation to EMI Options granted by the Company.  12.9So far as the Warrantors are aware, the return of benefits forms
reporting benefits provided for directors, employees or former employees of the
Company have been correctly reported to the Inland Revenue.  74


SCHEDULE 4  Ingenious Warranties  1.1Power to contract  Ingenious has full power and authority to enter into and perform
each of the Transaction Documents to which it is a party and each of the
Transaction Documents constitutes or will, when executed, constitute binding
obligations on Ingenious in accordance with their terms, subject to any
principles of equity or insolvency law.  1.2Authorisations  Ingenious has obtained all applicable governmental, statutory,
regulatory or other consents, licences, waivers or exemptions required to
empower it to enter into and to perform its obligations under the Transaction
Documents.  1.3Title to Shares  Ingenious the sole legal and beneficial owner of the
number of Shares set out against its name in part 3 of schedule 1 which are
free from and unaffected by any Encumbrance other than under the Articles of
the Company.  75


SCHEDULE 5  Limitations
on the liability of the Warrantors under the Warranties  1.SCOPE  1.1Save as otherwise
expressly provided in this schedule, the provisions of this schedule shall
operate to limit the liability of the Warrantors in respect of any claim under
the Warranties (including, for the avoidance of doubt, clause 6 and references
in this Schedule 5 to claim and claims shall be construed accordingly.)  1.2Paragraphs 2.2, 2.3,
2.4, 5 and 6 of this Schedule 5 shall not apply to any claim under the
Warranties set out in part 6 of schedule 3 (relating to Tax).  Clauses 3 and 6  of the Tax Deed shall apply to claims under
the Warranties as set out in part 6 of schedule 3 as they apply to claims under
the Tax Deed.  1.3All of the limitations
on the liability of the Warrantors contained in this schedule are subject to
paragraph 13 of this Schedule 5.  2.LIMITATIONS OF
QUANTUM  2.1The maximum aggregate
liability of the Warrantors in respect of all Claims including under the Tax
Deed shall not exceed the amount of the Consideration received by the Sellers
at the time the relevant claims are made and, for this purpose, any
Consideration satisfied by issue of shares of common stock of CKX shall be
treated as having the value attributed to it at the time the number of such
shares was calculated in accordance with this agreement.  2.2The liability of each of
the Warrantors in respect of claims under paragraph 2 of part 1 of schedule 3
shall not exceed £69,155,057 in respect of Fuller and £7,702,504 in respect of
Fuller Nominees.  2.3The liability of each of
the Warrantors in respect of all claims (other than with respect to paragraph 2
of part 1 of schedule 3) shall not exceed £89,798,253 in respect of Fuller and
£10,001,747 in respect of Fuller Nominees.  2.4The liability of
Ingenious shall not exceed £22,942,439.  2.5No liability shall
attach to the Warrantors in respect of any claim:  (a)unless the loss
sustained which is the subject matter of the claim shall exceed £25,000; and  (b)until the aggregate
amount of all claims for which they would, in the absence of this provision
2.8(b), be liable shall exceed £800,000 and in such event the Warrantors shall
be liable for the whole of such amount in respect of a claim under the
Warranties and not merely the excess over £800,000.  (Save in respect to paragraphs 14.1, 14.2 and 14.3 of part 2 of
schedule 3, where no limitations shall apply)  3.TIME LIMITS  3.1The Warrantors shall be
under no liability in respect of any claim unless notice of such claim giving
reasonable details of the relevant facts, matters or circumstances giving rise
to the claim (including an estimate of the amount of such claim if practicable
and without prejudice to any claim either Purchaser might actually make) shall
have been served upon the  76


Warrantors by the Purchasers within 25 Business Days of
either of the Purchasers becoming aware that such facts, matters or
circumstances may give rise to a claim and:  (a)in the case of a claim
under the Warranties (other than the Warranties set out in part 6 of schedule 6
(relating to Tax)) by no later than the second anniversary of the Completion
Date; and  (b)in the case of a claim
under the Warranties set out in part 6 of schedule 6 (relating to Tax) by no
later than the seventh anniversary of the Completion Date.  3.2Any claim notified in
accordance with Paragraph 3.1 of this Schedule and not satisfied, settled
or withdrawn shall be unenforceable against the Warrantors on the expiry of the
period of 9 months starting on the date of notification of the claim
unless proceedings in respect of such claim have been issued and served on the
Warrantors in accordance with the terms of this agreement.  4.GENERAL  4.1Neither of the
Purchasers shall be entitled to make any claim in respect of any facts, matters
or circumstances if such facts, matters or circumstances have been Disclosed in
this agreement and/or any of the other Transaction Documents or any other
letter, document or communication Disclosed pursuant to the Disclosure Letter.  4.2The Warrantors shall not
be liable  (a)in respect of any claim:  (i)where the Purchasers had
actual knowledge of the facts, matters or circumstances which might give rise
to such claim at completion except that the Purchases shall not be deemed to
have any knowledge of any matter set out or referred to in the documents in the
Data Room (unless such matter shall have been Disclosed);  (ii)if and to the extent
that such claim arises directly or indirectly from any voluntary act,
transaction or arrangement, in each case which is outside the ordinary course
of business of the relevant company at that time, after Completion by either of
the Purchasers, the Company or any member of the Group or any of their
respective directors, officers, employees or agents (other than a voluntary
act, transaction or arrangement carried out by Mr. Fuller or Mr. Charles
Garland without the authority of the relevant Group Company);  (iii)if and to the extent
that the claim arises directly or indirectly from any act, transaction or
arrangement, in each case which is outside the ordinary course of business of
the relevant company at that time, authorised by or carried out at the request
of either of the Purchasers;  (iv)to the extent that
either of the Purchasers have recovered under an indemnity against any loss or
damage suffered by arising out of such breach or claim under the terms of any
insurance policy of either of the Purchasers (net of any costs of such
recovery, including any increased premium payable as a result of such
recovery);  77


5.CONDUCT OF CLAIMS  5.1Subject to any obligations
that either of the Purchasers may have under any applicable policy of
insurance, if either of the Purchasers becomes aware that any claim has been
made against any member of the Group by a third party after Completion which is
likely to result in either of the Purchasers being entitled to make a claim
against the Warrantors by virtue of a breach of any Warranty the Purchasers
shall, and shall procure that any relevant member of the Group shall:  (a)give notice of such
claim to the Warrantors as soon as reasonably practicable;  (b)not make any admission
of liability, agreement or compromise with any person, body or authority in
relation thereto without, where practicable, having first notified the
Warrantors of its intention to do so (unless to so notify would be to the
material detriment of the Purchasers or either of them or any member of the CKX
Group);  (c)take such action as the
Warrantors shall reasonably request to avoid, dispute, resist, compromise,
defend or mitigate any such claim (other than any claim the avoidance, dispute,
resistance, compromise, defence or mitigation of which would be likely to
materially adversely affect the goodwill of the business of the relevant member
of the CKX Group or any claim which seeks or in respect of which there has been
granted injunctive relief) (and subject to the relevant member of the Group
being entitled to employ its own legal advisers and being indemnified and
secured to its reasonable satisfaction by the Warrantors against all Losses
incurred in connection with such claim) provided that the Warrantors shall
jointly and severally indemnify and hold harmless all members of the CKX Group
against all Losses incurred by any of them arising from any action taken by any
member of the CKX Group at the request of the Warrantors pursuant to this
paragraph 5; and  (d)consult as fully as is
reasonably practicable with the Warrantors as regards the conduct of any
proceedings arising out of such claim.  5.2Notwithstanding the
preceding provisions of this Schedule, if at any time any of the Warrantors pay
to either of the Purchasers an amount in respect of any claim and either of the
Purchasers, the Company and/or any member of the Group subsequently becomes
entitled to recover from any third party any sum in respect of the facts,
matters or circumstances giving rise to the claim then the Purchasers shall or
shall procure that the Company and/or any member of the Group shall take all
necessary steps to enforce such recovery unless to do so would, in the opinion
of the Purchasers (acting reasonably) be to the material detriment of the
Company or any member of the CKX Group. 
If the Purchasers, the Company and/or any Group Company shall at any
time recover any sum from a third party which is referable to the facts, matters
or circumstances giving rise to any claim in respect of which any of the
Warrantors have paid any sum to either of the Purchasers then provided that
there are no outstanding claims or disputes between the Purchasers or either of
them and the Warrantors or either of them (or, if there are any such disputes
or claims, following the final adjudication or settlement of them):  (a)if the amount paid by
the Warrantors in respect of the claim is more than the Sum Recovered, the
Purchasers shall immediately pay to the Warrantors the Sum Recovered; and  (b)if the amount paid by
the Warrantors in respect of the claim is less than or equal to the Sum
Recovered, the Purchasers shall immediately pay to the Warrantors an amount
equal to the amount paid by the Warrantors;  78


For the purpose of this Clause Sum
Recovered means an amount equal to the total of the amount
recovered from the relevant third party plus any repayment, supplement or
interest in respect of the amount recovered from the person under Section 825
or 826 of ICTA less any tax computed by reference to the amount recovered from
the person payable by the Purchasers or the Warrantors in recovering the amount
from the third party and all costs payable by the Purchasers, the Company
and/or any member of the Group in making any such recovery.  6.CHANGE IN LEGISLATION  No liability shall attach to any of the Warrantors in respect of
any claim to the extent that such claim would not have arisen (or the amount of
the claim would not have been increased) but for a change in legislation made
after the date hereof or a change in the interpretation of the law after the
date hereof (whether or not such change purports to be effective
retrospectively in whole or in part) or if such claim would not have arisen (or
the amount of the claim would not have been increased) but for any judgement
delivered after the date hereof.  7.CONTINGENT AND
UNQUANTIFIABLE LIABILITIES  No liability shall attach to any of the Warrantors in respect of
any claim to the extent that the claim is based upon a liability which is
contingent only or is otherwise not capable of being quantified unless and
until such liability ceases to be contingent and becomes an actual liability or
becomes capable of being quantified, as the case may be, provided that this
paragraph shall not operate to avoid a claim made in respect of a contingent or
unquantifiable liability within the applicable time limits specified in
paragraph 3 of this schedule if the notice of such claim has been served before
the expiry of the relevant period (even if such liability does not become an
actual or quantifiable liability, as the case may be, until after the expiry of
such period).  8.NO DOUBLE RECOVERY  8.1The Warrantors shall not
be liable in respect of any claim if and to the extent that the loss occasioned
thereby has been recovered under the Tax Deed and they shall not be liable in
respect of any claim under the Tax Deed if and to the extent that such claim
has been recovered under the Warranties.  8.2No member of the CKX
Group shall be entitled to recover damages or obtain payment, reimbursement,
restitution or indemnity more than once for the same Loss.  9.PAYMENT OF CLAIM TO
BE IN REDUCTION OF CONSIDERATION  If any of the Warrantors pay any sum to either of the Purchasers
pursuant to a claim, that part of the Consideration received by such Warrantor
for the sale of its Shares shall be deemed to be reduced by the amount of such
payment.  10.WAIVER  Each of the Purchasers irrevocably and unconditionally waives any
right it may have to rescind this agreement.  11.SURVIVAL OF THESE
PROVISIONS  The provisions of this schedule 5 apply notwithstanding any other
provision of this agreement and will not be discharged or cease to have effect
in consequence of any termination or rescission of any other provisions of this
agreement.  79


12.MITIGATION NOT
AFFECTED  Nothing in this agreement shall affect the application of the common
law rules on mitigation in respect of any claim or any matter giving rise to a
claim.  13.FRAUD  None of the limitations on the liability of the Warrantors set out
in this schedule (whether as to the quantum of the claim, the time limit for
notification of the claim, the procedures or requirements for making a claim or
otherwise) shall apply to any claim against a Warrantor or Ingenious to the
extent that the liability of any of that Warrantor or Ingenious in respect of
that claim arises from fraud, wilful default, concealment, dishonesty or
deliberate non-disclosure on the part of any of that Warrantor or Ingenious.  80


SCHEDULE 6  Purchasers Warranties  1.DEFINITIONS  In this schedule 6, the following words and expressions shall have
the following meanings:  Capital
Stock means, with respect to any Person, any and all shares,
interests, warrants, options, participations, rights to acquire or other
equivalents (however designated, whether voting or non-voting) in equity of
such Person, whether now outstanding or issued subsequent hereto, including,
without limitation, all series and classes of common stock and preferred stock;  CKXSubsidiaries means members of the CKX Group
(but excluding for all purposes of this schedule the Company and the Group;  CKX Shares means the Initial Consideration Shares and the
Deferred Consideration Shares (if any);  Common Stock
means the common stock, no par value, of CKX;  Contribution
Agreement means the Contribution and Exchange Agreement, dated as
of December 15, 2004, by and between CKX, RFX Acquisition LLC (RFX) and The Promenade Trust (the Trust);  Exchange Actmeans
the U.S. Securities Exchange Act of 1934, as amended, and the rules and
regulations promulgated thereunder, all as the same shall be in effect at the
time;  Form 8-K means that certain Form 8-K filed by the Company on
February 8, 2005, as amended by that certain Form 8-K filed by the Company on
February 11, 2005, but in each case excluding the financial statements included
therein and the exhibits attached thereto and any documents incorporated
therein by reference.  Person
means any individual, partnership, limited liability company, corporation,
joint venture, association, trust, unincorporated organization, government or
agency or political subdivision thereof or any other entity of whatever nature;  Securities
Act means the Securities Act of 1933, as amended, or any similar
federal statute and the rules and regulations promulgated thereunder, all as
the same shall be in effect at the time;  Series A
Preferred Stock means the Series A Convertible Redeemable Preferred
Stock, no par value, of CKX, having the number of votes per share equal to the
number of shares of Common Stock into which one share of Series A Convertible
Preferred Stock is convertible;  Series B
Preferred Stock means the Series B Convertible Preferred Stock, no
par value, of CKX;  Series C
Preferred Stock means the Series C Convertible Preferred Stock, no
par value, of CKX; and  SOXA means the U.S. Sarbanes-Oxley Act
of 2002 and the rules and regulations promulgated thereunder, all as the same
shall be in effect from time to time.  81


2.ORGANIZATION, GOOD
STANDING AND QUALIFICATION  Each of the Purchasers is a corporation duly incorporated, validly
existing and, in the case of CKX, is in good standing under the laws of the
jurisdiction of its incorporation, and has all requisite corporate power and
authority to own its properties and to carry on its business as now conducted
and as currently proposed to be conducted after giving effect to the
consummation of the transactions contemplated by this agreement.  3.AUTHORISATION  Each of the Purchasers has all requisite power and authority to
execute and deliver this Agreement and the other Transaction Documents to which
it is a party and to carry out and perform its obligations under this Agreement
and the Transaction Documents to which it is a party and to consummate the
transactions contemplated hereby and thereby. 
The execution and delivery of and the performance under this Agreement
and the Transaction Documents to which they are a party and the consummation of
the transactions contemplated hereby and thereby have been duly and validly
authorised by all necessary corporate action and any required stockholder
action on the part of each of the Purchasers. 
This Agreement and the Transaction Documents to which they are a party have
been duly executed and delivered by each of the Purchasers and are legal, valid
and binding obligations of each such Purchaser, enforceable against such
Purchaser in accordance with their respective terms, except as limited by (i)
status of limitation, lapse of time, bankruptcy, insolvency, reorganization,
moratorium, fraudulent conveyance, and other laws of general application
affecting the rights of creditors generally or by general principles of equity
and (ii) laws relating to the availability of specific performance, injunctive
relief or other equitable remedies.  The
CKX Shares, when issued in compliance with the provisions of this Agreement,
will be duly authorised, validly issued, fully paid and nonassessable.  The CKX Shares will be free of any
Encumbrances, charges or liens other than those created by or imposed upon the
holders thereof through no action of the Purchaser, and the CKX Shares will be
free of restrictions on transfer, other than the restrictions on transfer under
the Transaction Documents and pursuant to applicable US federal and state
securities laws.  4.ABSENCE OF DEFAULTS
AND CONFLICTS  The Purchasers and the CKX Subsidiaries are not in violation of
their respective articles of incorporation, memorandum of association,
certificate of formation, bylaws, operating agreement or other organizational
documents or in default in the performance or observance of any obligation,
agreement, covenant or condition contained in any contract, agreement, lien,
indenture, mortgage, loan agreement, note, lease or other instrument to which
it is a party or by which it is bound, or to which either of the property or
assets of CKX or any of the CKX Subsidiaries is subject (collectively, the Agreements and Instruments), except where the violation
could not reasonably be expected to have a material adverse effect; and the
execution and delivery of and performance under this Agreement, the Transaction
Documents and any other Agreements and Instruments, and the consummation of the
transactions contemplated herein or therein (including without limitation the
issuance of the CKX Shares) and compliance by the CKX and the CKX Subsidiaries
with their respective obligations hereunder and thereunder, do not and will
not, whether with or without the giving of notice or passage of time or both,
conflict with or constitute a breach of or a default under, or result in the
creation or imposition of any Encumbrance upon any property or assets of the
Purchasers or any CKX Subsidiary pursuant to such Agreements and Instruments,
nor will such actions result in any violation of or require any notice, consent
or waiver or trigger any change of control provisions of the articles of
incorporation or formation, bylaws, operating agreement or other organizational
documents of CKX or any CKX Subsidiary or any applicable law, statute, rule,
regulation, judgment, order, writ or decree of any court or  82


governmental authority having jurisdiction over CKX, any CKX
Subsidiary or any of their respective assets or properties.  5.ABSENCE OF
PROCEEDINGS  There is no action, suit or
proceeding, claim, arbitration or investigation before or by any court,
arbitrator, arbitrational body or governmental authority, pending or so far as
the Purchaser Warrantors are aware, threatened in writing, against CKX or any
of the CKX Subsidiaries, or affecting any of the properties or assets of CKX or
the CKX Subsidiaries which individually or in the aggregate would have a
material adverse effect or relating to the transactions contemplated by this
Agreement or the other Transaction Documents. 
So far as CKX is aware, there is no action pending or threatened in
writing against any of its officers, directors or employees in connection with
such officers, directors or employees relationship with, or actions taken on
behalf of the Purchasers.  None of CKX,
the CKX Subsidiaries or any of their respective assets or properties is subject
to the provisions of any order, writ, injunction, judgment, ruling, decision or
decree of any court, arbitrator, arbitrational body or governmental body which
would reasonably be expected to have a material adverse effect.  6.CONSENTS  No governmental approval, consent or authorization or other
approval, consent or authorization is required on the part of CKX or any of the
CKX Subsidiaries in connection with the execution, delivery or performance of
this Agreement or the other Transaction Documents to which they are a party and
the transactions to be consummated hereby and thereby, other than filings
required to be made after the Completion under applicable federal and state
securities or blue sky laws (which filings will be made by the Purchasers in
accordance with such laws).  7.CAPITALIZATION  7.1The authorised, issued
and outstanding Capital Stock of the CKX as of the date hereof and is, and on
the Completion Date prior to the Completion will be as set forth in the
Purchasers Disclosure Letter, hereof under Actual Capitalization. All
outstanding shares of Capital Stock of CKX have been duly authorised and validly
issued and are fully paid and non-assessable.  7.2The authorised, issued
and outstanding Capital Stock of CKX immediately after the Completion will be
as set forth in the Purchasers Disclosure Letter, hereof under Pro Forma
Capitalization.  All shares of Capital
Stock of CKX outstanding immediately after the Completion will be duly
authorised, validly issued, fully paid and non-assessable.  7.3Other than as described
in the Form 8-K, CKX does not have outstanding any securities convertible into
or exercisable or exchangeable for any shares of its Capital Stock nor does it
have outstanding any rights to subscribe for or to purchase, or any options for
the purchase of, or any agreements providing for the issuance (contingent or
otherwise) of, or any calls, commitments or claims of any character relating
to, any of its Capital Stock or securities convertible into or exercisable or
exchangeable for any of its Capital Stock. Other than as described in the Form
8-K, no shares of CKXs outstanding Capital Stock, or stock issuable upon
exercise or exchange of any outstanding options, warrants or rights, or other
stock issuable by CKX, are subject to any rights of first refusal or other
rights to purchase such stock (whether in favour of CKX or any other Person),
pursuant to any agreement or commitment of CKX. 
Except as described in the Form 8-K, CKX has no obligation to pay any
dividend on or make any distribution in respect of any Capital Stock.  83


7.4Except as described in
the Form 8-K, there are no pre-emptive or other outstanding rights, options,
warrants, conversion rights, stock appreciation rights, redemption rights,
repurchase rights, agreements, arrangements, evidences of indebtedness or
commitments of any character, written or oral, under which CKX is or may become
obligated to issue or sell, or giving any Person a right to subscribe for or
acquire, or in any way dispose of any shares of the Capital Stock or other
equity interests, or any securities or obligations exercisable or exchangeable
for or convertible into any shares of the Capital Stock or other equity
interests of CKX, and no securities or obligations evidencing such rights are
authorised, issued or outstanding. 
Except as described in the Form 8-K, the outstanding Capital Stock of
CKX is not subject to any voting trust agreement or other agreement or
commitment restricting or otherwise relating to the voting, dividend rights or
disposition of such Capital Stock.  There
are no outstanding or authorised stock appreciation, phantom stock or similar
rights providing economic benefits based, directly or indirectly, on the value
or price of the stock or other equity interests of CKX.  Other than the transactions contemplated by
this Agreement and the Transaction Documents, there are no outstanding
obligations or other commitments of CKX to make any investment (in the form of
a loan, capital contribution or other obligation to provide funds) in, any
other Person.  7.5Upon issuance thereof,
the CKX Shares will be free of any Encumbrances other than restrictions on
transfer under U.S. federal and state securities laws and the Transaction
Documents.  The CKX Shares will be duly
authorised, validly issued, fully paid and nonassessable, and owned by the
Sellers, free from Encumbrances other than restrictions on transfer under U.S.
federal and state securities laws and the Transaction Documents.  7.6To the best of the
knowledge of CKX, with respect to all times prior to February 8, 2005, all of
the issued and outstanding shares of Capital Stock of CKX have been offered and
sold in compliance with applicable federal and state securities or blue sky
laws.  With respect to all times from and
after February 8, 2005, all of the issued and outstanding shares of Capital
Stock of CKX have been offered and sold in compliance with applicable federal
and state securities or blue sky laws. 
The offer, sale and issuance of the CKX Shares will be made in
compliance with all applicable federal and state securities or blue sky
laws.  Neither CKX nor any Person or
entity acting on its behalf has taken or will take any action which would
subject the offering, sale and issuance of the CKX Shares to the registration
requirements of the Securities Act.  7.7Other than the rights of
holders of Common Stock, Series A Preferred Stock, Series B Preferred Stock and
Series C Preferred Stock, no Person has any rights to vote for the election of
members of the CKXs Board of Directors.  8.CERTAIN CHANGES OR
EVENTS  Save as Disclosed or in the SEC Reports or pursuant to this
transaction from and after February 8, 2005, (i) none of the Purchasers and the
CKX Subsidiaries have authorised or made any distributions, or declared or paid
any dividends, upon or with respect to any of its Capital Stock or other equity
interests, nor has the Purchasers or the CKX Subsidiaries redeemed, purchased
or otherwise acquired, or issued or sold, any of its Capital Stock or other
equity interests; (ii) none of the Purchasers and the CKX Subsidiaries have
entered into any material transaction, other than the other agreements related
hereto; (iii) none of the Purchaser and its CKX Subsidiaries have incurred any
indebtedness for borrowed money or made any loans or advances to any Person
which are individually in excess of $500,000 or in excess of $1,000,000 in the
aggregate; (iv) there has been no waiver by the Purchasers or any of the CKX
Subsidiaries of a material right or of a material debt owed to it; (v) none of
the Purchasers and the CKX Subsidiaries have failed to satisfy or discharge any
Encumbrance, other than in the ordinary course of business and would not
reasonably be expected to cause a material adverse effect; (vi) there has been
no material change in any compensation,  84


arrangement or agreement with any employee, director, stockholder
or affiliate thereof; (vii) from and after February 8, 2005, none of the
Purchasers and the CKX Subsidiaries have made any loans to any executive
officer (as defined in Rule 3b-7 under the Exchange Act) or director of the
Purchasers or any of the CKX Subsidiaries; and (viii) there has been no
agreement or commitment by the Purchasers or any of the CKX Subsidiaries to do
or perform any of the acts described in this Section 8.  9.FINANCIAL STATEMENTS
AND REPORTS  9.1The Purchasers Disclosure Letter
has attached to it (i) the audited balance sheet of CKX as of December 31,
2003 and the related audited statements of income, changes in stockholders
equity and cash flows for the fiscal year then ended (the Audited Financial Statements); and
(ii) the unaudited balance sheet of CKX as of September 30, 2004 and the
related audited statements of income, changes in stockholders equity and cash
flows for CKX for the nine-month period then ended (the Interim Financial Statements, together
with the Audited Financial Statements, the Financial Statements).  The Financial Statements
have been prepared by CKX in accordance with US GAAP, consistently applied, and
fairly present in all material respects the financial condition and results of
operations of CKX as of the dates thereof, and, with respect to the Interim
Financial Statements, subject to normal year-end adjustments that are not
material in amount or effect and the absence of footnotes and similar
presentation items therein.  Except as set forth in the Financial
Statements or Disclosed, CKX does not have any liabilities or obligations of
any nature (absolute, accrued, fixed, contingent or otherwise) required by US GAAP
to be set forth on a balance sheet of CKX, or disclosed in the notes thereto
or, even if not so required to be set forth or disclosed, that are material to
CKX.  Other than as set forth in the Financial Statements or as Disclosed,
CKX has no off balance sheet arrangements (as defined by item 303(a)(4) of
Regulation S-K promulgated by the SEC).  9.2CKX has in place the disclosure
controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the
Exchange Act) required in order for the principal executive officer and
principal financial officer of CKX to engage in the review and evaluation
process mandated by Section 302 of SOXA.  CKXs disclosure controls and
procedures are reasonably designed to ensure that material information (both
financial and non-financial) relating to CKX required to be disclosed by CKX in
the reports that it files or submits under the Exchange Act is recorded,
processed, summarized and reported within the time periods specified in the
rules and forms of the SEC, and that such information is accumulated and
communicated to CKXs principal executive and principal financial officers, or
persons performing similar functions, as appropriate to allow timely decisions
regarding required disclosure and to make the certifications of the principal
executive officer and principal financial officer of CKX required by Section
302 of SOXA with respect to such reports.  10.SEC REPORTS  CKXhas filed on a timely basis with the SEC
all forms, reports, schedules, registration statements, definitive proxy or
information statements and other documents required to be filed byCKX with
the SEC since January 1, 2001 (as they have been amended since the time of
their filing, and including any documents filed as exhibits thereto as well as
any Current Reports on Form 8-K that have been filed with or furnished to the
SEC, collectively, the SEC Reports).    With respect to each SEC Report (including,
without limitation, any financial statements or schedules included or
incorporated by reference therein) filed prior to February 8, 2004, to the best
of CKXs knowledge, and with respect to each SEC Report (including, without
limitation, any financial statements or schedules included or incorporated by
reference therein) filed on or after February 8, 2004, each such SEC Report
complied in all material respects with the requirements of the Exchange Act and
the Securities Act that are or were applicable to such SEC Report, and none of
the SEC Reports contained when  85


filed or
contains any untrue statement of a material fact or omitted to state a material
fact required to be stated therein or necessary to make the statements made
therein, in light of the circumstances under which they were made, not misleading.  11.CONTRIBUTION AND
EXCHANGE AGREEMENT ANDSTOCK PURCHASE AGREEMENT  All of the
representations and warranties of (i) the Trust made in Article IV of the
Contribution Agreement and of CKX and RFX made in Article V of the Contribution
Agreement and (ii) of CKX made in Article 3 of the Stock Purchase Agreement, in
each case that are qualified as to materiality or a material adverse effect
were true and correct, and those not so qualified were true and correct in all
material respects as of the date first made and as of the closing contemplated
under each such agreement.  To the best
knowledge of CKX, each of such representations and warranties made by the Trust
with respect to, or otherwise related to, the Transferred Subsidiaries are true
and correct in all material respects as of the date hereof.  Neither CKX, RFX nor, to the best knowledge
of CKX, any of the other parties to the Contribution Agreement or Stock
Purchase Agreement were in material breach of any representation or warranty
made therein at the time made or as of the closing of the transactions
contemplated thereby and, to the best knowledge of CKX, no claim (or basis
thereof) in respect of the breach or inaccuracy of any such representations or
warranties has arisen.  12.CKXUK  CKXUK is an indirect wholly owned
subsidiary of CKX.  13.FINANCING  At the Completion, the Purchasers shall have available third party
financing for the payment of the Deferred Consideration.  14.EMPLOYMENT AGREEMENT  Subject to the approval of the Compensation Committee of the Board of
Directors of CKX, Inc., the definitive employment agreement entered into
between CKX and Robert F.X. Sillerman shall (i) provide for a term of not less
than five (5) years and (ii)  include
customary non-compete provisions which shall generallylimit Mr. Sillermans ability to
purchase, invest or otherwise participate in any significant manner, in
investments, businesses and commercial operations in the media or entertainment
sectors, other than by or through CKX or its subsidiaries, except for certain
activities currently conducted by Mr. Sillerman and previously disclosed to
Sellers or as may be approved by the Board of Directors of CKX.  86


SCHEDULE 7  Limitations
on the liability of the Purchasers under the Purchasers Warranties  1.SCOPE  1.1Save as otherwise
expressly provided in this schedule, the provisions of this schedule shall
operate to limit the liability of the Purchasers in respect of any claim under
the Purchasers Warranties (including, for the avoidance of doubt, clause 7 and
references in this Schedule 7 to claim and claims shall be construed
accordingly.)  1.3All of the limitations
on the liability of the Warrantors contained in this schedule are subject to
paragraph 13 of this Schedule 7.  2.LIMITATIONS OF
QUANTUM  2.1The maximum aggregate
liability of the Purchasers in respect of all claims shall not exceed the
amount of the Consideration received by the Sellers at the time the relevant
claims are made and, for this purpose, any Consideration satisfied by issue of
shares of common stock of CKX shall be treated as having the value attributed
to it at the time the number of such shares was calculated in accordance with
this agreement.  2.2The liability of each of
the Purchasers shall not exceed the proportion of total Consideration paid by
each of them.  2.3No liability shall
attach to the Purchasers in respect of any claim:  (a)unless the loss
sustained which is the subject matter of the claim shall exceed £25,000; and  (b)until the aggregate
amount of all claims for which they would, in the absence of this provision
2.4(b), be liable shall exceed £800,000 and in such event the Purchasers shall
be liable for the whole of such amount in respect of a claim under the
Purchasers Warranties and not merely the excess over £800,000.  3.TIME LIMITS  3.1The Purchasers shall be
under no liability in respect of any claim unless notice of such claim giving
reasonable details of the relevant facts, matters or circumstances giving rise
to the claim (including an estimate of the amount of such claim if practicable
and without prejudice to any claim any of the Sellers might actually make)
shall have been served upon the Purchasers by the Sellers within 25 Business Days
of any of the Sellers becoming aware that such facts, matters or circumstances
may give rise to a claim and by no later than the second anniversary of the
Completion Date; and  3.2Any claim notified in
accordance with Paragraph 3.1 of this Schedule and not satisfied, settled or
withdrawn shall be unenforceable against the Purchasers on the expiry of the
period of 9 months starting on the date of notification of the claim
unless proceedings in respect of such claim have been issued and served on the
Purchasers in accordance with the terms of this agreement.  4.GENERAL  4.1None of the Sellers
shall be entitled to make any claim in respect of any facts, matters or
circumstances if such facts, matters or circumstances have been Disclosed in
this agreement and/or any of the other Transaction Documents or any other
letter, document or communication Disclosed pursuant to the Disclosure Letter.  87


4.2The Purchasers shall not
be liable in respect of any claim: where the Sellers had actual knowledge of
the facts, matters or circumstances which might give rise to such claim at
completion  5.CONDUCT OF CLAIMS  5.1Subject to any
obligations any of the Sellers may have under any applicable policy of
insurance, if any of the Sellers becomes aware that any claim has been made
against any member of the CKX Group by a third party after Completion which is
likely to result in any of the Sellers being entitled to make a claim against
the Purchasers by virtue of a breach of any Purchasers Warranty the Sellers
shall:  (a)give notice of such
claim to the Purchasers as soon as reasonably practicable;  (b)not make any admission
of liability, agreement or compromise with any person, body or authority in
relation thereto without, where practicable, having first notified the
Purchasers of its intention to do so (unless to so notify would be to the
material detriment of the Sellers or any of them or any member of the Ingenious
Group);  (c)take such action as the
Purchasers shall reasonably request to avoid, dispute, resist, compromise,
defend or mitigate any such claim (other than any claim the avoidance, dispute,
resistance, compromise, defence or mitigation of which would be likely to
materially adversely affect the goodwill of the business of the relevant Seller
or any claim which seeks or in respect of which there has been granted
injunctive relief) provided that the Purchasers shall jointly and severally
indemnify and hold harmless all the Sellers and members of the Ingenious Group
against all Losses incurred by any of them arising from any action taken by any
Seller at the request of the Purchasers pursuant to this paragraph 5; and  (d)consult as fully as is
reasonably practicable with the Purchasers as regards the conduct of any
proceedings arising out of such claim.  5.2Notwithstanding the
preceding provisions of this Schedule, if at any time any of the Purchasers pay
to any of the Sellers an amount in respect of any claim and either of the
Sellers or a member of the Ingenious Group subsequently becomes entitled to
recover from any third party any sum in respect of the facts, matters or
circumstances giving rise to the claim then the Sellers shall or shall procure
that any member of the Ingenious Group shall take all necessary steps to
enforce such recovery unless to do so would, in the opinion of the Sellers
(acting reasonably) be to the material detriment any member of the Ingenious
Group.  If the Sellers and/or any member
of the Ingenious Group shall at any time recover any sum from a third party
which is referable to the facts, matters or circumstances giving rise to any
claim in respect of which either of the Purchasers have paid any sum to any of
the Sellers then provided that there are no outstanding claims or disputes between
the Purchasers or either of them and the Sellers or any of them (or, if there
are any such disputes or claims, following the final adjudication or settlement
of them):  (a)if the amount paid by
the Purchasers in respect of the claim is more than the Sum Recovered, the
Sellers shall immediately pay to the Purchasers the Sum Recovered; and  (b)if the amount paid by
the Purchasers in respect of the claim is less than or equal to the Sum
Recovered, the Sellers shall immediately pay to the Purchasers an amount equal
to the amount paid by the Purchasers;  For the purpose of this Clause Sum
Recovered means an amount equal to the total of the amount
recovered from the relevant third party plus any repayment, supplement or
interest in  88


respect of the amount recovered from the person under Section 825
or 826 of ICTA less any tax computed by reference to the amount recovered from
the person payable by the Purchasers or the Sellers in recovering the amount from
the third party and all costs payable by the Sellers and/or any member of the
ingenious Group in making any such recovery.  6.CHANGE IN LEGISLATION  No liability shall attach to either of the Purchasers in respect
of any claim to the extent that such claim would not have arisen (or the amount
of the claim would not have been increased) but for a change in legislation
made after the date hereof or a change in the interpretation of the law after
the date hereof (whether or not such change purports to be effective
retrospectively in whole or in part) or if such claim would not have arisen (or
the amount of the claim would not have been increased) but for any judgement
delivered after the date hereof.  7.CONTINGENT AND
UNQUANTIFIABLE LIABILITIES  No liability shall attach to either of the Purchasers in respect
of any claim to the extent that the claim is based upon a liability which is
contingent only or is otherwise not capable of being quantified unless and
until such liability ceases to be contingent and becomes an actual liability or
becomes capable of being quantified, as the case may be, provided that this
paragraph shall not operate to avoid a claim made in respect of a contingent or
unquantifiable liability within the applicable time limits specified in
paragraph 3 of this schedule if the notice of such claim has been served before
the expiry of the relevant period (even if such liability does not become an
actual or quantifiable liability, as the case may be, until after the expiry of
such period).  8.NO DOUBLE RECOVERY  8.1No Seller shall be
entitled to recover damages or obtain payment, reimbursement, restitution or
indemnity more than once for the same Loss.  9.WAIVER  Each of the Sellers irrevocably and unconditionally waives any
right it may have to rescind this agreement.  10.SURVIVAL OF THESE
PROVISIONS  The provisions of this schedule 7 apply notwithstanding any other
provision of this agreement and will not be discharged or cease to have effect
in consequence of any termination or rescission of any other provisions of this
agreement.  11.MITIGATION NOT
AFFECTED  Nothing in this agreement shall affect the application of the
common law rules on mitigation in respect of any claim or any matter giving
rise to a claim.  12.FRAUD  None of the limitations on the liability of the Purchasers set out
in this schedule (whether as to the quantum of the claim, the time limit for
notification of the claim, the procedures or requirements for making a claim or
otherwise) shall apply to any claim against a Purchaser or Ingenious to the
extent that the liability of any of that Purchaser in respect of that claim
arises from fraud, wilful default, concealment, dishonesty or deliberate
non-disclosure on the part of any of Purchasers.  89


SIGNED by)
  )
  /s/ Simon FullerSIMON ROBERT FULLER)
  )SIGNEDby)
  )duly authorised for and on behalf)
  )
  /s/ Simon Fullerof FULLER NOMINEES
  LIMITED)
  )SIGNED by
  )duly authorised for and on behalf)
  )
  /s/ Patrick Bradleyof INGENIOUS VENTURES
  LIMITED)
  )SIGNED by  Howard Tytel
  )duly authorised for and on behalf)
  )
  /s/ Howard Tytelof SPORTS ENTERTAINMENT
  )ENTERPRISES, INC.)
  )SIGNED by   Howard Tytel
  )duly authorised for and on behalf)
  )
  /s/ Howard Tytelof CKX UK  HOLDINGS  LIMITED)
  )  90