Exhibit 10.16  Portions of this exhibit have
been omitted pursuant to a request for confidential treatment filed with the
Securities and Exchange Commission. The omissions have been indicated by (***),
and each page containing confidential information is footnoted with the phrase FOIA
Confidential Treatment. The omitted text has been filed separately with the
Securities Exchange Commission.  From:
  19 TV Limited33 Ransomes Dock35-37 Parkgate RoadLondon SW11 4NPPearson Television Operations BV1 Stephen StreetLondon W1T 1AL6 July 2001  Dear Sirs  Pop Idol/Idols  We write to confirm our agreement with you as follows:  1.Definitions  In this agreement the following words or expressions shall have the
meaning set against them below:  1.1
  
  19 TV
  
  19 TV Limited1.2
  
  Artist
  
  a singer taking part in a Competition1.3
  
  Artist Merchandise
  
  products bearing the name or likeness of a
  Winning Artist or Finalist and otherwise touching or concerning a Winning
  Artist or Finalist (excluding Programme Merchandise)1.4
  
  Artist Sponsorship
  
  advertising, endorsement or sponsorship
  using the name or likeness of a Winning Artist or Finalist1.5
  
  Competition
  
  the competition forming part of the Series
  to find a Winning Artist in the Relevant Territory1.6
  
  Domain Names
  
  domain names registered by 19 TV or Pearson
  including the Names or any names similar to the Names that may be registered1.7
  
  Finalists
  
  the [ten] Artists reaching the final stages
  of the Competition in the Relevant Territory1.8
  
  Format
  
  the television format Pop Idol or Idols
  created by 19


TV and developed by 19 TV and Pearson1.9
  
  Format Fee
  
  *** per cent (***%) of all gross monies
  (excluding VAT or similar sales tax) received by the Local TV Company from a
  broadcaster for the production and transmission of a Programme or Series
  based on the Format1.10
  
  Format Owners
  
  19 TV and Pearson jointly1.11
  
  Gross Receipts
  
  gross monies received by or credited to 19
  TV or Pearson (as appropriate) from exploitation of the relevant rights
  including (without limitation) any contributions by third parties to
  expenditure in relation to such rights1.12
  
  Local Management Company
  
  the person, firm or corporation with whom
  the Winning Artist or Finalist in the Relevant Territory enters into a
  Management Agreement1.13
  
  Local Record Company
  
  the person, firm or corporation with whom
  the Winning Artist or Finalist in the Relevant Territory enters into a
  Recording Agreement1.14
  
  Local Merchandising and Sponsorship
  Company
  
  the person firm or corporation with whom
  the Winning Artist or Finalist in the Relevant Territory enters into a
  Merchandising and Sponsorship Agreement1.15
  
  Local TV Company
  
  the person firm or corporation authorised
  to make Programmes or a Series in the Relevant Territory1.16
  
  Management Agreement
  
  an agreement for the worldwide management
  of the career of the Winning Artist in a Relevant Territory1.17
  
  Masters
  
  sound recordings featuring the Winning
  Artist released in the Relevant Territory upon which 19 Recordings Limited
  receives a royalty payment from the record company or any other entity
  undertaking the distribution of records1.18
  
  Merchandising and Sponsorship Agreement
  
  an agreement for the exclusive worldwide
  right to use the name and likeness of the Winning Artist in a Relevant
  Territory for advertising, endorsement, merchandising and sponsorship1.19
  
  Names
  
  Pop Idol, Idols and any other name
  approved by 19 TV and Pearson used in the Relevant Territory in connection
  with Programmes or a Series  
 *** FOIA Confidential Treatment  2


1.20
  
  Net Advance
  
  the gross advance received by 19 Recordings
  in respect of Masters after the deduction of:-1.20.1  VAT;1.20.2  advances paid to the Winning
  Artist;1.20.3  advances to producers, mixers or
  remixers;1.20.4  recording costs;1.20.5  video costs;1.20.6  tour support;1.20.7reserves in relation to royalties
  payable to the Winning Artist or producers, mixers or remixers;1.20.8other payments to third parties in relation
  to the Masters or any record embodying the Masters1.21
  
  Net
  Receipts
  
  Gross Receipts
  after the deduction of:-1.21.1  VAT or other sales taxes forming
  part of Gross Receipts;1.21.2  out of pocket expenses
  reasonably incurred by 19 TV or Pearson (as appropriate) in relation to
  exploitation of the relevant rights;1.21.3  payments required to be paid to
  third parties (for example to broadcasters) from the appropriate
  exploitation;1.21.4  (in relation to merchandising
  and sponsorship) costs of style guide, production of marketing materials and
  trade mark registration;1.21.5  (in relation to Websites)
  Pearson shall be entitled to:(a)  recoup the
  budget for production of the core site agreed with 19 TV;(b)  recoup the costs
  of versioning the core site to produce local Websites which costs may
  include, for the avoidance of doubt, a reasonable charge (approved by 19 TV)
  for the services of Pearsons in-house web team in producing and operating
  the versioned Website;  3


(c)  deduct
  commissions paid to third parties for services provided in generating
  revenues, such as advertising and sponsorship sales;(d)  deduct third
  party costs, which may for the avoidance of doubt include a percentage of
  revenues paid to a third party in lieu of direct fees or services provided,
  such as hosting.1.22
  
  Net Royalty
  
  the gross royalty (expressed as a
  percentage of dealer price) payable to 19 Recordings Limited less the royalty
  (expressed as a percentage of dealer price) payable by 19 Recordings Limited
  to the Winning Artist, producers, mixers, remixers, Pearson and the
  broadcaster1.23
  
  Pearson
  
  Pearson Television
  Operations BV1.24
  
  Pearson Associate
  
  a subsidiary of the RTL Group SA which is
  also a company in the group of companies providing the production businesses
  of the RTL Group falling under the responsibilities of the CEO of the RTL
  Production Businesses and, for the avoidance of doubt, specifically excluding
  any other company of the RTL Group, including any broadcasting company1.25
  
  Producer Margin
  
  Pearsons gross profit from production of
  any Programme or Series made for transmission in the United Kingdom (in
  calculating gross profit Pearson shall deduct all costs associated with the
  production of the Programme or Series including ***% overhead contribution in
  the United Kingdom1.26
  
  Programme
  
  a television programme based on the Format1.27
  
  Programme Merchandise
  
  products bearing, the Name(s) of a
  Programme or Series and developed from the Format, a Programme or Series such
  as books on the Programme or Series but excluding Video Rights and Artist
  Merchandise1.28
  
  Programme Sponsorship
  
  third party sponsorship of Programmes or
  any Series but excluding Artist Sponsorship and on-air sponsorship1.29
  
  Recording Agreement
  
  the exclusive recording agreement between
  the Local Record Company and the Winning Artist or Finalist for the Relevant
  Territory  
 *** FOIA Confidential Treatment  4


1.30
  
  Relevant Territory
  
  the country or countries for which
  Television Rights are granted to a Local TV Company1.31
  
  Series
  
  a Series of Programmes based on the Format1.32
  
  Telephony Rights
  
  the right to select and receive income from
  a telecommunications company for such company providing premium rate phone
  lines for a Programme or Series in the Relevant Territory1.33
  
  Television Rights
  
  the right to develop and produce and
  license others to develop and produce and arrange for the broadcast or other
  transmission of a Programme or a Series in the Relevant Territory on any and
  all platforms including (without limitation) any form of cable, terrestrial
  or satellite TV (whether analogue or digital transmission) whether free to
  air on any form of pay television [and for the avoidance of doubt any
  streaming of Programmes or Series by way of internet protocols or any other
  transmission protocol of any kind]1.34
  
  Territory
  
  the World1.35
  
  Trade Marks
  
  the registered and unregistered trade marks
  in Pop Idol, Idols or any other Names1.36
  
  Video Rights
  
  the right to make, distribute and sell
  mechanical audio-visual devices (including VHS and DVD) of a Programme or a
  Series in the Relevant Territory1.37
  
  Website
  
  the official website for a Programme or
  Series in the Relevant Territory1.38
  
  Winning Artist
  
  the winner of the Competition in the
  Relevant Territory  2.Ownership  2.1The Format shall be
owned by 19 TV and Pearson in the indivisible shares two thirds to 19TV and one
third to Pearson.  To the extent required
19 TV hereby irrevocably assigns to Pearson with full title guarantee such
share of the Copyright and other intellectual property rights in and to the
Format throughout the Territory for the full period of copyright (including all
renewals and extensions thereof).  2.2The
Domain Names shall be owned by 19 TV and Pearson in the shares two thirds to 19
TV and one third to Pearson.  5


2.3The Trade
Marks shall be owned by 19 TV and Pearson in the shares two thirds to 19 TV and
one third to Pearson.  2.4The
ownership pursuant to 2.1, 2.2 and 2.3 above shall be as tenants in
common.  Neither party shall exploit or
sell its share of the Format except as provided herein.  3.License
of Television Rights  3.1The
Format Owners license to Pearson the sole and exclusive right to exploit the
Television Rights throughout the Territory. 
Pearson Television Productions Limited shall be the Local TV Company for
the United Kingdom and shall enter into an agreement with ITV Network Limited
for broadcast of the first Series in the United Kingdom in a form consistent
with the Letter of Intent attached as Exhibit A.  Pearson shall sub-licence Television Rights
to Local TV Companies approved by 19 TV. 
Pearson Associates are deemed approved by 19 TV.  Any Local TV Company not being a Pearson
Associate shall be deemed approved by 19 TV if the agreement with such company
guarantees the Programme or Series is to be broadcast on free to air TV.  3.2The Local TV Company
shall pay the Format Fee to the Format Owners in consideration of the licence
of Television Rights.  If the Local TV
Company is not a Pearson Associate, Pearson shall be entitled to retain ***% of
the Format Fee and shall pay to the Format Owners ***% of the Format Fee. The ***%
of Format Fee retained by Pearson shall be in consideration of Pearson selling
the Television Rights and supervising the quality of the production of
Programmes or Series by the Local TV Company.  3.3Pearson shall pay to 19
TV ***% of the Producer Margin on all Programmes or Series made by Pearson for
transmission in the United Kingdom.  3.4Pearson will account to
19 TV for *** of all Format Fees received by Pearson from Local TV Companies.  3.5Pearson will procure
the following co-producer credit appears on the first or last roll credit (at
19 TVs election) on all copies of any Programme or Series made for
transmission in the United Kingdom:  Produced In
Association with 19 TV Limited or Co Produced by 19 TV Limited (at 19 TVs
election)  3.6Pearson will procure
the following credits appear on all copies of Programmes in the first Series
made for transmission in the United Kingdom:  Co-Executive Producers Richard Holloway and
Nigel Lythgoe  Associate Producer - Simon Fuller  
 *** FOIA Confidential Treatment  6


3.7Pearson will pay to 19
TV a fee of £*** for the services of Nigel Lythgoe as Executive Producer and a
fee of £*** for the services of Simon Fuller as Associate Producer.  3.819 TV will have the
right to select all musical compositions to be used in each Programme or Series
made for transmission in the United Kingdom or the United States of
America.  19 TV will have the right to
approve all musical compositions to be used in each Programme or Series made
for transmission outside the United Kingdom or USA (such approval not to be
unreasonably withheld). Pearson undertake to include such selection or approval
right in each licence of Television Rights. 
It is acknowledged musical compositions selected or approved have to be
cleared for use in the Programme or Series concerned.  4.The
Competition  4.1Each Local TV Company
shall be entitled to operate the Competition as part of the licence of
Television Rights.  The form of the
Competition is to take in each Relevant Country and (other than those set out
in 4.2 below) the prizes to be awarded to the Winning Artist shall be approved
by Pearson and 19 TV.  4.2Each Local TV Company
will be required to enter into a TV Contract with each Finalist pursuant to
which each Finalist will:-  4.2.1enter into a Recording
Agreement with the Local Record Company;  4.2.2enter
into a Merchandising and Sponsorship Agreement with the Local Merchandising and
Sponsorship Company in a form approved by Pearson and 19 TV;  4.2.3enter
into a Management Agreement with the Local Management Company in a form
approved by Pearson and 19 TV;  4.2.4agree
restrictions on that Artists appearances on television or ability to release
records for at least 3 months after transmission of the Programme or Series;  4.2.5agree
to keep all aspects of the Programme or Series strictly confidential.  4.3It is agreed that for
the United Kingdom:-  4.3.1the
Local Record Company will be 19 Recordings Limited;  4.3.2the
Local Merchandising and Sponsorship Company will be 19 Merchandising Limited;
and  4.3.3the
Local Management Company will be 19 Management Limited.  4.4It is agreed that for
the United States of America: -  
 *** FOIA Confidential Treatment  7


4.4.1the
Local Record Company shall be 19 Recordings Limited or its nominee;  4.4.2the
Local Merchandising and Sponsorship Company shall be 19 Merchandising Limited
or its nominee;  4.4.3the
Local Management Company shall be 19 Management Limited or its nominee.  4.5It is agreed that for
each Relevant Territory outside the United Kingdom and the United States of
America:  4.5.1the
Local Record Company shall be designated by 19 TV after consultation with
Pearson;  4.5.2the
Local Merchandising and Sponsorship Company shall be a Pearson Associate or
such other company selected by mutual agreement between 19 TV and Pearson;  4.5.3the
Local Management Company shall be selected by mutual agreement between 19 TV
and Pearson.  5.Licence
of Programme Merchandise and Programme Sponsorship Rights  5.1Pearson shall be
entitled to exploit Programme Merchandise in relation to Programmes or Series
made for transmission in the United Kingdom.  5.219 TV shall be entitled
to Programme Sponsorship rights in relation to Programmes or Series made for
transmission in the United Kingdom.  5.3In each Relevant
Territory outside the United Kingdom Pearson or a Pearson Associate shall
exploit Programme Merchandise and Programme Sponsorship.  If Pearson or a Pearson Associate does not
wish to exploit such rights the identity of the third party to be granted such
rights shall be approved by 19 TV and the terms of such grant shall be approved
by 19 TV.  5.4Pearson shall pay to 19
TV: -  5.4.1***%
of Net Receipts from exploitation of Programme Merchandise in the Programmes or
Series made for transmission in the United Kingdom;  5.4.2***%
of Net Receipts from exploitation of Programme Merchandise in Programmes or
Series made for transmission outside the United Kingdom;  5.4.3***%
of Net Receipts from exploitation of Programme Sponsorship in Programmes or
Series made for transmission outside the United Kingdom.  
 *** FOIA Confidential Treatment  8


5.519 TV shall pay to
Pearson ***% of Net Receipts from exploitation of Programme Sponsorship for
Programmes or Series made for transmission in the United Kingdom.  5.619 TV and Pearson shall
consult each other in relation to the negotiation of agreements with third
parties for Programme Sponsorship and Programme Merchandise.  5.7Pearson acknowledge
that 19 TV may negotiate Programme Sponsorship agreements that include elements
of exploitation of Programme Merchandise or Internet Rights.  19 TV shall obtain Pearsons approval (not to
be unreasonably withheld) of the contract and terms for such elements and the
Net Receipts from such elements will be divided in the appropriate shares
pursuant to this agreement.  6.License
of Video Rights  6.1The Video Rights for
Programmes or Series made for transmission in the United Kingdom and United
States of America are exclusively licensed to 19 TV.  6.2The Video Rights for
Programmes or Series made for transmission in the Territory excluding the
United Kingdom and United States of America are exclusively licensed to
Pearson.  6.319 TV agree to pay to
Pearson ***% of Net Receipts from exploitation of Video Rights pursuant to 6.1
above.  6.4Pearson agree to pay to
19 TV ***% of Net Receipts from exploitation of Video Rights pursuant to 6.2 above.  7.Internet
Rights  7.1Pearson will build all
Websites using the Domain Names at Pearsons sole expense including the
building of the core site, versioning the core site for each Relevant Territory
and maintenance, updating and running costs for each Website.  7.2The design of the core
site will be approved by 19 TV.  7.3Pearson will pay to 19
TV ***% of Net Receipts from the operation of Websites.  8.Telephony
Rights  8.1Pearson
will have the exclusive right to exploit Telephony Rights throughout the
Territory.  8.2Pearson
will pay to 19 TV ***% of Net Receipts from exploitation of Telephony Rights.  
 *** FOIA Confidential Treatment  9


9.Winning
Artist Rights  9.119 TV agrees to procure
the payment to Pearson by 19 Recordings Limited or other Local Record Company
of a royalty of ***% of dealer price on records embodying Masters on the first
album or associated singles released by the Winning Artist (First Album
Masters) in the Relevant Territory.  9.219 TV agrees to procure
the payment to Pearson by 19 Recordings Limited or other Local Record Company
of a royalty on records embodying Masters (other than First Album
Masters).  The royalty will be ***% of
dealer price subject to 9.3 below.  9.3The royalty payable to
Pearson pursuant to 9.2 above shall reduce pro rata if the Net Royalty payable
to 19 Recordings Limited is reduced from that payable on Masters embodied on
First Album Masters.  9.4The royalties to
Pearson will be calculated and accounted on the same price and subject to the
same reductions, deductions and pro-rations as the royalty payable to 19
Recordings Limited by any record company or other entity undertaking the
distribution of records.  The royalties
will be paid to Pearson at the same time as the royalties payable to 19
Recordings Limited and will be subject to recoupment of advances to Winning
Artists, payments to producers, mixers or remixers, recording costs, video
costs, tour support and TV or radio advertising costs to the same extent as
recouped from the royalty payable to 19 Recordings.  9.519 TV agrees to procure
the payment to Pearson by 19 Recordings Limited or Other Local Record Company
of a pro rata share of any Net Advance received by 19 Recordings Limited.  The share shall be pro rata according to the
Net Royalty and the royalty payable to Pearson pursuant to 9.1 or 9.2 above (as
appropriate).  9.6For the United Kingdom
and the United States of America, 19 Merchandising Limited and 19 Management
Limited shall be entitled to retain 100% of monies arising from the Artist
Merchandising and Sponsorship Agreements or Artist Management Agreements and
shall be under no obligation to account to Pearson or any Local TV Company for
any monies arising from exploitation of Artist Merchandise and Artist
Sponsorship rights or from management of Winning Artists.  9.7For the Territory
outside the United Kingdom and United States of America, Pearson shall account
to 19 TV for ***% of monies received from the Local Merchandising and
Sponsorship Company or the Local Management Company. Pearson shall ensure that
the Local Merchandising and Sponsorship Company and the Local Management
Company shall be obliged to remit to Pearson at least ***% of such Companys
net profits from rights in respect of the Winning Artist or Finalist.  9.819 TV agrees to procure
the payment to the broadcaster in the Relevant Territory of a royalty on First
Album Masters at the same rate and calculated on the same basis as the royalty
referred to in 9.1 above.  
 *** FOIA Confidential Treatment  10


10.Distribution
of Finished Programmes  10.1Pearson or a Pearson
Associate shall distribute all Programmes or Series produced.  10.2Pearson shall account (or
shall procure that the Pearson Associate shall account) to the Format Owners
for ***% of revenues received after deduction off the top of a selling
commission of ***% of gross revenues, any share payable to a commissioning
broadcaster and any third party costs associated with the licence.  11.Accounting
and Audit  11.1Pearson will account to 19
TV for all sums due to 19 TV from Pearson as at 31 March, 30 June, 30 September
and 31 December in each year. Pearson will prepare reasonably detailed
accounting statements showing Gross Receipts and the calculation of Net
Receipts from Pearsons (or Pearsons associated companys) exploitation of the
relevant rights.  Pearson will send such
statements to 19 TV within 45 days after each accounting date accompanied by
payment of sums shown to be due to 19 TV.  11.219 TV will account to
Pearson for all sums due to Pearson from 19 TV as at 31 March, 30 June, 30
September and 31 December in each year. 
19 TV will prepare reasonably detailed accounting statements showing
Gross Receipts and the calculation of Net Receipts from 19 TVs exploitation of
the relevant rights.  19 TV will send
such statements to Pearson within 45 days after each accounting date
accompanied by payment of sums due to Pearson.  11.319 TV will have the right
to inspect Pearsons (or Pearsons associated companys) books and records
insofar as they relate to the exploitation of rights in or production of
Programmes or Series.  Any such
inspection shall take place no more than once per year on reasonable prior
notice.  11.4Pearson will have the
right to inspect 19 TVs (or 19 TVs associated companys) books and records
insofar as they relate to the exploitation of rights in Programmes or
Series.  Any such inspection shall take
place no more than once per year on reasonable prior notice.  11.5All payments from Pearson
to 19 TV or from 19 TV to Pearson are exclusive of VAT which shall be paid in
addition upon receipt of a valid VAT invoice.  12.Consultation  Pearson and 19 TV shall at all times consult
each other in relation to the exploitation of their respective rights under
this agreement.  
 *** FOIA Confidential Treatment  11


13.Miscellaneous  13.1Either party may assign
this agreement and its rights in the Format to a parent, subsidiary or
associated company or to a person, firm or corporation purchasing all of that
partys stock or assets.  13.2The parties agree that
the provisions of this agreement are not intended to confer any rights of
enforcement on any third party.  The
Contracts (Rights of Third Parties) Act 1999 shall not apply to this Agreement
or to any of its provisions.  13.3This agreement shall be
governed by and construed in accordance with the Laws of England and Wales and the
parties submit to the exclusive jurisdiction of the High Court of Justice in
England.  If the above correctly reflects your
understanding of our agreement please sign where indicated below.  Yours faithfully
  Accepted and Agreed/s/ Simon Fuller
  
  
  /s/for and on behalf of 19 TV Limited
  for and on behalf of Pearson Television
  Operations BV  12