Exhibit 10.15  Portions of
this exhibit have been omitted pursuant to a request for confidential treatment
filed with the Securities and Exchange Commission. The omissions have been
indicated by (***), and each page containing confidential information is
footnoted with the phrase FOIA Confidential Treatment. The omitted text has
been filed separately with the Securities Exchange Commission.  As of May 15, 2003  VIA MESSENGER  Mr. Ira Kurgan Executive Vice President Fox Broadcasting Co. 10201 West Pico Blvd. Executive Building 100 Rm. 4570 Los Angeles, CA 90035  Re:American Idol Re-Negotiation  Dear Ira:  This will confirm that Fox, 19 Television and FremantleMedia have
agreed to modify certain terms of the parties agreement in connection with American
Idol (AI), as follows:  I.License
Term:  A perpetual exclusive license
term (Term) in the U.S. and its territories and possessions.  During the Term, Fox will have a right of
first negotiation/last refusal to license for U.S. broadcast any non-scripted
television programs substantially featuring the AI brand or contestants who
appear in their roles as American Idols, or such programs that are based
substantially on the series and format as defined in the prior AI agreement.  II.AI 2 Payments:
Subject to 19 and Fremantles execution of this agreement (as approved in form
by Fox) and receipt of appropriate invoices, Fox shall promptly pay
19/Fremantle the following sums due in connection with AI2:  A.Ratings Bonus:
Calculated per current deal on *** hours for AI 3.  If fewer than *** are produced, Fox may
offset the difference between the amount paid and the amount based on actual
hours produced against any monies owed 19/Fremantle.  B.Ranking Bonus:
$*** per hour if ranked number *** in the 18-49 demo, or $*** per hour if
ranked ***, calculated on *** hours for AI 3. 
If fewer than *** hours are produced, Fox shall have same offset right
as above.  
 *** FOIA Confidential Treatment


C.Production
Savings: Fox will allow 19/Fremantle to retain all production underages, which
shall be calculated after Fox bears all breakage to be mutually approved by
19/Fremantle and Fox.  D.Fox will pay
directly to 19 and to Fremantle each their respective halves or A.  and B.  above.  Fox shall pay the entire sum in C.  above to Fremantle.  III.AI 3 and Subsequent
Cycles:  A.Episodic Order:
Initial order for AI 3 and each subsequent cycles
(i.e.  AI 4, AI 5,
etc.)  shall be *** hours.  The contractual minimum order shall be ***
hours, reducible to *** hours if 19/Fremantle and Fox mutually agree that the
relevant cycle has fewer than 10 finalists.  
However, 19/Fremantle hereby approve a total of *** hours per
cycle.  Each cycle shall have ten
finalists unless, following good faith consultation with Fox l9/Fremantle and
Fox agree that twelve finalists are preferable, based on the quality of the ten
finalists.  Each cycle shall have no more
than three specials, subject to III.C.  below.  l9/Fremantle
shall have reasonable creative approval on the content of the specials, and
prior meaningful consultation on how the series episodes shall be
expanded.  No more than one cycle per
broadcast season.  B.License Fee:  Flat, non-auditable $*** per hour, pro-rata
increases/decreases, plus auditable breakage pre-approved by Fox (e.g.  judges, hosts, auditions, and the breakage
categories, such as judges and auditions approved for AI 2, and the host
category to the extent Fox approves such breakage for AI 3 or subsequent
cycles).  The executive producer fee is
deemed to be $*** for AI 3.  ***% cumulative increases in each subsequent cycle.  C.Extended and
Additional Episodes:  1.Extended/additional
episodes and specials in excess of the pre-approved total hours set forth in
III.A.  above may be ordered and produced
only if approved in writing by Simon Fuller or Chrissie Harwood on behalf of
19, and by Cecile Frot-Coutaz on behalf of FremantleMedia (or a designated
substitute of which Fox is given prior written notice).  (Email from these individuals is acceptable
written approval.)  19/Fremantle shall
notify Fox of its decision in a timely manner. 
For between *** and *** hours, 19/Fremantle may withhold their approval
only for reasonable creative reasons or for concerns of diluting or otherwise
harming the franchise.  19/Fremantle may
not withhold approval on grounds they want additional compensation.  Hours in excess of *** may be ordered only if
19/Fremantle approve such additional hours in writing by the individuals
identified above; said approval may be withheld for any reason in 19/Fremantles
sole discretion.  
 *** FOIA Confidential Treatment


2.For each hour
produced in excess of the initial order of *** hours, Fox shall pay
19/Fremantle a premium license fee, which shall equal the flat license fee
described above plus the following:  a.***: hours: ***%
of the executive producer fee and format fee;  b.***: ***% of the
executive producer and format fees;  c.***: ***% of the
executive producer and format fees;  d.***: ***% of the
executive producer and format fees.  3.Additionally,
for each hour in excess of *** hours produced in AI 3 or subsequent cycles, Fox
shall pay 19/Fremantle an excess hour fee equal to the ratings and ranking
bonuses for the immediately preceding cycle. 
Such excess hour fee shall be due after broadcast of the applicable
hour, payable 10 business days after receipt of appropriate invoice.  D.Ratings/Ranking
Bonuses:  If the average 18-49 rating
for all episodes in an order (including specials) reaches the following levels,
Fox shall pay ratings and ranking bonuses as follows:  1.Ratings bonuses
for AI 3 and subsequent years shall increase ***% each cycle on a cumulative
basis.  All other terms of such bonus
shall be per the prior AI Agreement.  2.A ranking bonus
of $*** per hour if in *** in the 18-49 demo; or $*** per hour if ranked *** in
the 18-49 demo; or $*** per hour if in top *** in the 18-49 demo.  Ranking is the average during the regular
September-May season as defined in Attachment A.  3.If any episode
is re-run by FBC, l9/Fremantle shall receive bonuses equal to *** of the
original bonus for that episode, regardless of the rating for the rerun
episode.  4.Within ten
business days of receipt of appropriate invoice, Fox shall pay the total
ratings and ranking bonuses due for a season promptly after broadcast of the
final episode of that season, subject only to a pick-up for the following
season.  The bonus shall be calculated on
the number of broadcast hours 19/Fremantle pre-approved for the following
season.  Fox shall have the right to
offset as set forth in paragraphs II.A. and II.B. above.  E.AI Promotion:  Fox shall allow 19/Fremantle to do the
following promotion during each series order of AI 3 and subsequent cycles:  
 *** FOIA Confidential Treatment


1.Per current
deal, ten seconds per episode of verbal mention of tour dates, venues and
ticket information per episode during the last five weeks of each cycle.  These ten seconds may now include tour
mentions during contestant interviews.  2.Up to 15 seconds
of vertical scroll per episode listing tour dates and venues, and telephone
numbers for ticket purchase and concert information, during the last five weeks
of each cycle.  Additionally, for each
hour in excess of ***, 19/Fremantle may add a fifteen second scroll per episode
promoting any American Idol-branded items, 19/Fremantle and Fox shall mutually
determine which extended episodes and specials during the cycle shall contain
these additional fifteen second scrolls. 
In no event will there be more than 30 seconds of promotional time per
hour between the items in sub-paragraphs 1 and 2.  3.Date, venue and
ticket information shall be listed on the idolonfox.com website.  The website shall also contain a hyperlink to
Ticketmaster.  4.Promotional
ticket giveaways in episodes and on the website.  Any such ticket giveaways shall comply with
all relevant state laws, and FBC Standards and Practices for in-episode
giveaways, and 19 shall fully indemnify and hold harmless Fox and its
affiliates in connection with any claims or actions fit connection with such
giveaways.  F.Subject to
appropriate invoice, payments shall be as follows:  the ratings and ranking bonuses due to
19/Fremantle per the prior AI Agreement and this agreement shall be paid ***%
to 19 and ***% to Fremantle.  Ancillary
revenues payable by Fox to 19/Fremantle shall be paid to each entity in
percentages as instructed by the parties. 
The license fee, breakage and other production-related out-of-pocket
costs shall be paid to Fremantle.  IV.Fox Backend Participation:  Fox agrees to relinquish its participation in
all AI ancillary revenue streams retroactively and prospectively, i.e.  off-network
television distribution, merchandising, home video, recorded music, tours,
print and electronic publishing.  Fox shall
continued to participate in internet, sponsorship and
wireless revenues per the parties prior agreements.  All other terms and conditions shall be pursuant to the parties prior
AI Agreement.  To the extent said
Agreement conflicts with the terms set forth herein, this letter agreement
shall govern.  As I am concurrently sending this to my clients and their counsel, I
must reserve their right to modify the foregoing.  
 *** FOIA Confidential Treatment


Please contact me immediately if the above is in any way inconsistent
with your understanding of the agreement. 
Otherwise, please execute this letter in the space provided below.  This letter shall constitute a firm and binding
agreement until such time, if any, as a more formal document is executed by all
parties.  Best
  regards,Daniel J.
  GroverCREATIVE
  ARTISTS AGENCY


AGREED TO AND ACCEPTED:  Fox
  Broadcasting CompanyBy:
  /s/
  
  Date:
  8/15/03FremantleMedia
  North America, Inc.By:
  /s/
  
  Date:
  8/14/0319 TV
  LimitedBy:
  /s/
  
  Date:
  26 August
  2003cc:
  Simon FullerChrissie
  HarwoodAndy StinsonCecile
  Frot-CoutazMike Hobel,
  Esq.Lee GablerSteve
  LaffertyJeff FrascoSteve SmookeAlix Hartley