Exhibit 10.19  DATED 17 March 2005   BETWEEN  19 ENTERTAINMENT LIMITED  and  SIMON ROBERT FULLER  
  DIRECTORS SERVICE AGREEMENT  
  Baker &
McKenzie   London Ref: MRK / CDL


THIS
AGREEMENT is made on the 17th day of March, 2005  B E T W
E E N:  (1)19
ENTERTAINMENT LIMITED (company number: 1886042), a company registered in England, whose
registered office is at 33 Ransomes Dock, 35-37 Parkgate Road, London SW11 4NP
(the Company);  and  (2)SIMON
ROBERT FULLERof
19 The Mall, East Sheen, London SW14 (the Executive)  IT IS
HEREBY AGREED as follows:-  1.APPOINTMENT  The Company shall
employ the Executive and the Executive shall serve the Company as Chief
Executive Officer on and subject to the terms and conditions specified herein (the
Employment).  2.COMMENCEMENT
OF EMPLOYMENT  2.1The Employment will commenceon
17 March 2005 (the Commencement Date) and shall continue for a period of
six years, subject always to
earlier termination under Clause 16 below.  2.2The Executives period
of continuous employment began on 26 February 1985.  This includes the Executives employment with
the Company prior to 17 March 2005.  3.DUTIES  3.1The Executive shall be
employed in the post of Chief Executive Officer in which capacity he shall:  (a)devote all his time, attention and skill to his duties hereunder, and at
all times act in the interests of the Company and its Associated Companies, and
faithfully and diligently perform such duties and exercise such powers
consistent therewith as may from time to time be assigned to or vested in him
by the Board of the Company;  (b)have sole responsibility for the day to day management of the Company and
the business of the Company and its subsidiaries, subject to his remaining in
compliance with annual budgets as agreed or otherwise amended or limited by the
Board of the Company;  (c)use his best endeavours to promote the interests and welfare and maintain
the goodwill of the Company and any other Associated Company to which he has
provided his services in accordance with this Agreement;  (d)devote the whole of his time and attention and the full benefit of his
knowledge, expertise and skills to the proper performance of his duties;  (e)report to the Board of the Company and, as required, the Board of any
parent or holding company of the Company;  (f)use his best endeavours to maintain a good state of health;  1


(g)not engage in any hazardous or dangerous pursuits or any action which
might invalidate any insurance effected upon the Executive, the terms of which
have been notified to the Executive in writing, in connection with the
Executives services;  (h)do everything in his power to maintain his present prestige and
professional standing;  (i)ensure that all material produced by the Executive in the course of his
duties hereunder is not defamatory and is (in and so far as is applicable)
original to the Executive; and  (j)attend all meetings of
the Board of Directors of Sports Entertainment Enterprises, Inc.(CKX)
and all meetings pertaining to the office of the Chairman.  The parties acknowledge, for the avoidance of
doubt, that all references to CKX under this Agreement shall, upon any merger
of CKX with and into CKX, Inc. pursuant to laws of the state of Delaware,
be construed as references to CKX, Inc.  3.2The Executive shall obey
the reasonable and lawful orders of the Board of the Company, or the Board of
any parent or holding company of the Company, given by or with the authority of
the Board, and shall comply with all the Companys written rules, regulations,
policies and procedures from time to time in force which do not conflict with
the terms contained herein.  3.3The Executive may be
required in pursuance of his
duties, and without further fees or remuneration, to perform services not only
for the Company but also for any Associated Company, and to accept any office
or position in any Associated Company which is consistent with his position with the Company, as the
Board or the Company may from time to time reasonably require.  The Company may at its sole discretion loan
out the Executives employment to any Associated Company on the same terms and
conditions as set out herein.  3.4With effect from the
first meeting of the Board of Directors of CKX after the Commencement Date the
Executive shall be required, subject to the approval of the shareholders of
CKX, to accept the office of Director on the Board of Directors of CKX and
position in the office of the Chairman of CKX. 
The Executive shall be required, subject to the approval of the
shareholders, to continue in the offices of Director on the Board of CKX and
position in the office of the Chairman of CKX until such time as his employment
with the Company terminates, for whatever reason, whereupon the Executive shall
be required to resign this office in accordance with clause 17 below.  3.5The Executives normal
working hours are not fixed but shall be such hours as are necessary for the
proper performance of his duties
of employment.  The Executive acknowledges
that he may be required to work more than forty eight hours a week and agrees
to opt out of the maximum weekly working time for the purposes of Regulation 4
of the Working Time Regulations.  4.EXCLUSIVITY
OF SERVICE  4.1Subject to clause 4.2 below,
during the period of the Employment the Executive shall devote his full time and attention to his duties hereunder and shall not
(without the prior written consent of the Board) directly or indirectly either
on his own account or on behalf
of any other person, company, business entity or other organisation:  (a)(i) engage in, or (ii) be
concerned with, or (iii) provide services to, (whether as an employee,
officer, director, agent, partner, consultant or otherwise) any other business;
or  (b)accept any other
engagement or public office.  2


4.2Notwithstanding clause
4.1 above, during the period of the Employment the Executive may:  (a)hold up to 5% of any
securities in a company which is quoted on any recognised Stock Exchange; and  (b)be involved in the
companies listed in Schedule 2 provided that these companies do not
compete with any trade or business carried on by the Company, and the Executives
involvement with these companies does not affect his ability to perform his
duties under clause 3 of this Agreement.  4.3The Executive will not
at any time whilst a director or employee of the Company or any of its
subsidiaries or at any time thereafter, directly or indirectly, carry on a
business in any part of Europe, whether similar to any business carried on by
the Company or any Associated Company or otherwise, under a title containing
the words 19 or Nineteen or Idol or Idols or any other word or words
resembling the same and he will at all times procure that any company
controlled by him and (so far as he is able) any person connected with him will
not carry on such business under such title or name.  4.4Subject to any written
regulations issued by the Company which are applicable to him, neither the Executive nor his Immediate Relatives, nor any
company or business entity in which he
or they are interested, shall be entitled to receive or obtain directly or
indirectly any discount, rebate, commission or other benefit in respect of any
business transacted (whether or not by the Executive) by or on behalf of the
Company or any Associated Company, and if the Executive, his Immediate Relatives or any company
or business entity in which he
or they is/are interested, shall directly or indirectly obtain any such
discount, rebate, commission or other benefit the Executive shall forthwith
account to the Company or the applicable Associated Company for the amount
received or value of the benefit so obtained.  4.5The Executive confirms
that he has disclosed fully to the
Company all circumstances in respect of which there is, or there might be, a
conflict of interest between the Company or any Associated Company, and the
Executive or his Immediate Relatives, and he agrees to disclose fully to
the Company any such circumstances which may arise during the Employment.  5.REMUNERATION  5.1The Company shall pay to
the Executive a base salary of £480,000 (four hundred and eighty thousand
pounds)per annum, payable monthly
in arrears by equal instalments.  The Compensation
Committee of the Board of Directors of the Companys parent company, CKX, will
review the Executives salary on a periodic basis (not less frequently than
annually) without any undertaking that
the salary shall be automatically increased.  5.2The remuneration
specified in Clause 5.1 above shall be inclusive of any fees to which the
Executive may be entitled as a Director of the Company or of any Associated
Company.  5.3The Executive shall also
be eligible either to receive a bonus or to participate in a bonus plan as
determined by the Compensation Committee of the Board of CKX, on and subject to
the terms from time to time determined by the Committee.  6.EXPENSES  The Company shall
reimburse to the Executive (against receipts or other satisfactory evidence)
all reasonable business expenses properly incurred and defrayed by him in the course of the
Employment.  The Company agrees that the
Executive shall be entitled to first class flights and first class hotel suite
accommodation, and to a mileage allowance covering the costs of petrol and
insurance in using his private car in the course of his duties of employment.  3


7.DEDUCTIONS  The Company shall
be entitled at any time during the Employment, or in any event on termination,
to deduct from the Executives remuneration hereunder any monies due from him to the Company including but not
limited to any outstanding loans, advances, the cost of repairing any damage or
loss to the Companys property caused by him (and of recovering the same), excess holiday, and any other monies
owed by him to the Company.  8.PLACE
OF WORK  The Executives
place of work shall be 32 Ransomes Dock, 35-37 Parkgate Road, London SW11 4NPor any such place in London as the Company shall from time to time advise him.  In the performance of his duties
hereunder, the Executive may be required to travel both throughout and outside
the United Kingdom.  It is acknowledged
by the Company that the Executive may also elect from time to time to work at
the Executives homes in London and France provided that this shall not
prejudice the running of the Company or the discharge of the Executives duties
hereunder and provided that he gives reasonable notice and remains fully
contactable during any such period.  9.SICKNESS
BENEFITS  9.1In case of sickness or
other incapacity for work, the Executive must comply with the Companys rules,
from time to time in force, regarding sickness notification and doctors
certificates.  9.2In the event of sickness
or other incapacity for work exceeding 30 days in aggregate in any calendar
year of absence, the Company reserves the right to require the Executive to
undergo a medical examination by a doctor or consultant nominated by it, in
which event the Company will bear the cost thereof.  9.3Provided the Executive
has complied with the above rules, he will be entitled to receive Company Sick
Pay, based on his normal salary,
for the first 180 days in aggregate in any rolling twelve month period of absence.  Company Sick Pay will be deemed to include
any Statutory Sick Pay (SSP) which the Executive may be eligible to receive
under the legislation and regulations from time to time in force.In
the event of sickness or incapacity exceeding 180 days in aggregate in any
rolling twelve month period of absence, and provided always that medical
treatment of the Executive aimed at procuring his return to work is ongoing,
the Executive shall be entitled to receive Company Sick Pay of £50,000 per
annum, payable monthly in arrears, and subject to normal deductions for tax and
National Insurance.  The Executive shall
not be entitled to receive any other payments from the Company during such
period of absence.  9.4When calculating the
Executives normal salary, deductions will be made for any State sickness or
other benefits due to the Executive, as well as normal deductions for tax and
National Insurance.  9.5If the illness, accident or other incapacity shall be, or appear to be,
caused by actionable negligence of a third party in respect of which damages
are or may be recoverable, the Executive shall immediately notify the Board of
that fact and of any claim, compromise, settlement or judgement made or awarded
in connection with it.  The Executive
shall also give to the Board all particulars the Board may reasonably require
and shall, if required by the Board, refund all or such part of the sums paid
to or for the benefit of him by way of salary, bonus or benefits during the
relevant period as the Board may reasonably determine.  The amount to be refunded shall not, however,
exceed the amount of damages or compensation and interest thereon recovered by
the Executive, less any unrecovered costs borne by him, in connection with the
recovery of such damages or compensation, and shall not exceed the total  4


remuneration
paid to him by way of salary, bonus and benefits in respect of the period of
such illness, accident or other incapacity.  9.6Any outstanding or
prospective entitlement to private medical insurance or long term disability
benefits shall not prevent the Company from exercising its right to terminate
the Employment in accordance with Clause 16 hereof and the Company shall not be
liable for any loss arising from such termination.  10.HOLIDAYS  10.1The
Executive shall be entitled to receive his
normal remuneration for all Bank and Public holidays normally observed in
England and a further eight weeks
holiday in each holiday year (the period from 1 January to 31
December).  The Executive may only take
his holiday at such times as are agreed with the President or Chief Executive
Officer of CKX.  10.2In the holiday year in
which the Employment terminates the entitlement to holiday shall accrue on a
pro rata basis for each complete month of service.  10.3The Company reserves the
right, at its sole discretion, to require the Executive to take all or part of
any outstanding holiday during any notice period.  10.4Holiday entitlement for
one holiday year cannot be taken in subsequent holiday years without the prior
permission of the Board. Failure to take holiday entitlement in the appropriate
holiday year will lead to forfeiture of any accrued holiday not taken without
any right to payment in lieu thereof.  11.BENEFITS  11.1The Executive shall be
eligible to participate in any private medical insurance, life assurance or
long term disability insurance schemes established by the Company, subject to
the terms and conditions of such schemes from time to time in force.  The Company reserves the right to substitute
other scheme(s) for such scheme(s) or amend the scale of benefits of such
scheme(s) including the level of benefits. 
If any scheme provider (including but not limited to any insurance
company) refuses for any reason (whether based on its own interpretation of the
terms of the insurance policy or otherwise) to provide any benefits to the
Executive, the Company shall not be liable to provide any such benefits itself
or any compensation in lieu thereof.  11.2Any actual or
prospective loss of entitlement to long-term disability or private medical
insurance benefits shall not limit or prevent the Company from exercising its
right to terminate the Employment in accordance with Clause 16 hereof and the
Company shall not be liable for any such loss.  12.REASONABLENESS
OF RESTRICTIONS  The Executive
recognises that, whilst performing his
duties for the Company, he will
have access to and come into contact with trade secrets and confidential
information belonging to the Company or to Associated Companies and will obtain
personal knowledge of and may obtain influence over its or their customers
and/or employees.  The Executive
therefore agrees that the restrictions contained or referred to in Clauses 13 and 15 and Schedule 2 are reasonable
and necessary to protect the legitimate business interests of the Company and
its Associated Companies both during and after the termination of his
employment.  5


13.CONFIDENTIALITY  13.1The Executive shall
neither during the Employment (except in the proper performance of his duties) nor at any time (without
limit) after the termination thereof, directly or indirectly  (a)use for his own purposes or those of any other
person, company, business entity or other organisation whatsoever; or  (b)disclose to any person,
company, business entity or other organisation whatsoever;  any trade secrets
or confidential information relating or belonging to the Company or its
Associated Companies.  Confidential
Information includes but is not limited to any such information relating to
clients, client lists or requirements, price lists or pricing structures, sales
and marketing information, business plans or dealings, artists, suppliers,
employees or officers, source codes and computer systems, software, inventions,
financial information and plans, designs, formulae, prototypes, product lines,
services, research activities, programme formats and ideas, recording
agreements, songwriting agreements, licensing agreements, merchandising
agreements, management agreements, presenter agreements, broadcast agreements,
production agreements, artist management agreements, distribution agreements,
record label agreements, any document marked Confidential (or with a similar
expression), or any information which the Executive has been told is
confidential or which he might
reasonably expect the Company would regard as confidential, or any information
which has been given to the Company or any Associated Company in confidence by
customers, suppliers or other persons.  13.2The Executive shall not
at any time during the continuance of his employment with the Company make any
notes or memoranda relating to any matter within the scope of the Companys
business, dealings or affairs otherwise than for the benefit of the Company or
any Associated Company.  13.3The obligations
contained in Clause 13.1 shall not apply to any disclosures required by law, or
to the Executives legal advisers on terms that they agree to maintain the
confidentiality of such information, and shall cease to apply to any
information or knowledge which may subsequently come into the public domain
other than by way of unauthorised disclosure.  13.4The Executive
acknowledges that all documents containing or referring to Confidential
Information at any time in his control or possession are and shall at all times
remain the absolute property of the Company and the Executive undertakes, both
during the Employment and after the Termination Date:  (a)to exercise due care and
diligence to avoid any unauthorised publication, disclosure or use of
Confidential Information and any documents containing or referring to it;  (b)at the direction of the
Board, to deliver up any Confidential Information (including all copies of all
documents whether or not lawfully made or obtained) or to delete Confidential
Information from any re-usable medium; and  (c)to do such things and
sign such documents at the expense of the Company as shall be reasonably
necessary to provide evidence that this clause 13.4 has been complied with.  13.5The Executive agrees
that the restrictions set out in this clause 13 are without prejudice to any
other duties of confidentiality owed to the Company whether express or implied
and are to survive the termination of the Employment for any reason.  6


13.6The Executive shall not make or communicate any statement (whether
written or oral) to any representative of the press, television, radio, or other
media and shall not write any article for the press or otherwise for
publication on any matter connected with or relating to the business of the
Company or any Associated Company without obtaining the prior written approval
of the Board of CKX.  14.INTELLECTUAL
PROPERTY  14.1In this Clause Intellectual
Property means patents, utility models, trade marks, trade names, domain
names, designs, copyrights and related rights (including, without limitation,
rights in computer software), topography rights, rights in databases, know-how
and other intellectual property rights, in each case whether registered or
unregistered and including applications for the grant of any such rights and
all renewals and extensions, and all rights having equivalent or similar effect
anywhere in the world;.  14.2The Executive
acknowledges, having regard to the nature of the business of the Company and
its Associated Companies and the nature of his expertise, that:  (a)the duties of the
Executive during the Employment may include the making, discovering, producing,
processing, developing and creating of Intellectual Property;  (b)Intellectual Property
may reasonably be expected to result from the carrying out by the Executive of
his duties; and  (c)due to the nature of the
Executives duties and the particular responsibilities arising from them, the
Executive has a special obligation to further the interests of the Company,
both within the meaning of Section 39(1)(b) of the Patents Act 1977
and otherwise.  14.3The Executive shall disclose to the
Company full details of any Intellectual Property made, discovered, produced or
created by him in the course of the Employment, whether or not during normal
working hours or using office stationery or equipment belonging to the Company,
which is connected with or in any way affects or relates to the business of the
Company or any Associated Company.  14.4The Executive shall do all things
and execute all documents that may reasonably be necessary to enable the
Company to obtain the benefit of any right to which it may be entitled in
respect of any Intellectual Property made or acquired by the Executive in the
course of the Employment and to secure patent or other appropriate protection
for it.  14.5Without prejudice to the provisions
of clause 14.2, the Executive shall disclose to the Company full details of any
Intellectual Property made, discovered, produced or created by the Executive in
the course of his duties (whether or not during normal working hours or using
office stationery or equipment belonging to the Company) and the Executive
hereby assigns to the Company, by way of assignment of future copyright or
other Intellectual Property rights, all rights of copyright or other
Intellectual Property rights throughout the world in such copyright work or
Intellectual Property.  14.6The Executive shall, before
assigning or granting rights in relation to any invention or copyright work or
other Intellectual Property created by him to which the Company is not entitled
under this Agreement and/or at law, allow the Company a reasonable opportunity
to evaluate the same, and the Executive shall not dispose of any rights to any
third party unless he has first given written notice to the Company with full,
complete and bona fide details of the price and terms offered to or by the
third party and offered the Company, or any Associated Company, an opportunity
to purchase the rights concerned at the same price and on the same terms within
28 days of the date of the notice.  7


15.POST-TERMINATION
OBLIGATIONS  15.1The Executive agrees
that he will observe the
post-termination obligations set out in Schedule 1hereto.  15.2The Executive agrees
that in the event of receiving from any person, company, business entity or
other organisation an offer of employment either during the continuance of this
Agreement or during the continuance in force of any of the restrictions set out
in Schedule 1annexed hereto, he
will forthwith provide to such person, company, business entity or other
organisation making such an offer of employment a full and accurate copy of Clauses 13 and 14 hereof, and Schedule 1
annexed hereto.  16.TERMINATION  16.1Notwithstanding Clause 2
above, the Company may terminate the Employment in advance of expiry of the
term of this Agreement without notice, or pay in lieu of the unexpired period
of the term, if the Executive shall at any time:-  (a)commit any act of fraud
or dishonesty, or other gross misconduct; or  (b)after having been given
notice in writing of the Companys intention to terminate under this
sub-clause, fails to remedy within 30 days any repeated or continued breach or
non-observance of any of the duties or any of the express obligations specified
in such notice; or  (c)become bankrupt, apply
for or have made against him a receiving order under Section 286
Insolvency Act 1986, or have any order made against him to reach a voluntary
arrangement as defined by Section 253 of that Act; or  (d)resign as a director of
the Company or any Associated Company (without the written consent of the Board
of the Company or the Associated Company concerned); or  (e)be or become of unsound
mind; or  (f)for an aggregate period
of 180 days or more in any period of 12
consecutive months be incapable of performing his duties hereunder by
reason of ill health or other incapacity (whether accidental or otherwise); or  (g)be convicted of a
criminal offence punishable by a term of imprisonment (excluding an offence
under road traffic legislation in respect of which he is not sentenced to a
term of imprisonment); or  (h)be or become prohibited
by law from being a director; or  (i)directly or indirectly
advise or participate or act in concert with any person who makes or is
considering making any offer for the issued share capital of the Company or any
Associated Company including, for the avoidance of doubt, CKX.  Any reasonable
delay by the Company in exercising such right to termination shall not
constitute a waiver thereof.  16.2Subject to earlier
termination pursuant to the terms of this Agreement, the Executives Employment
shall be deemed to have terminated automatically and by mutual consent on the
date of the Executives 65th
birthday.  For the avoidance of doubt, if
the Executives Employment terminates pursuant to this Clause 16.2, the Company
shall pay the Executives remuneration and benefits up to and including the
date of his 65th birthday and
thereafter no amounts shall be due and owing from the Company to the Executive.  8


16.3On termination of the Employment,
the Executive shall forthwith return to the Company in accordance with its
instructions all equipment, correspondence, records, specifications, software,
models, notes, reports and other documents and any copies thereof and any other
property belonging to the Company or its Associated Companies (including but
not limited to keys, credit cards, equipment and passes) which are in his possession or under his control.  The Executive shall, if so required by the
Company, confirm in writing his compliance with his obligations under
this Clause 16.3.  16.4The Company shall have the right to
suspend the Executive on full pay for a period not exceeding three months
pending any investigation into any potential dishonesty or gross misconduct
which may give rise to a right to the Company to terminate pursuant to Clause
16.1 above.  16.5The termination of the Employment
shall be without prejudice to any right the Company may have in respect of any
breach by the Executive of any of the provisions of this Agreement which may
have occurred prior to such termination.  16.6The Executive agrees that he will not at any time after the termination
of the Employment represent himself as still having any connection with
the Company or any Associated Company, save as a former employee for the
purpose of communicating with prospective employers or complying with any
applicable statutory requirements.  17.DIRECTORSHIPS  17.1The Executive shall forthwith resign
in writing from all directorships, trusteeships and other offices he may hold from time to time with the
Company or any Associated Company without compensation for loss of office in
the event of:-  (a)the termination of his employment; or  (b)either the Company or
the Executive serving on the other notice of termination of the Employment.  17.2In the event of the Executive
failing to comply with his obligations under Clause 17.1 above, he hereby
irrevocably and unconditionally authorises the Company to appoint some person
in his name and on his behalf to sign or execute any documents and/or do all
things necessary or requisite to give effect to such resignations as referred
to in Clause 17.1 above.  18.LIQUIDATION
FOR RECONSTRUCTION OR AMALGAMATION  The Executive
shall have no claim against the Company if the Employment is terminated by
reason of the liquidation of the Company for the purposes of amalgamation or
reconstruction provided that he
is offered employment with any concern or undertaking resulting from such
amalgamation or reconstruction on terms and conditions which, taken as a whole,
are not substantially less favourable than the terms of this Agreement.  19.GRIEVANCE
AND DISCIPLINARY PROCEDURES  If the Executive
has any grievance relating to the Employment, he should raise it with the Chief Executive Officer of CKX and
thereafter (if the matter is not resolved) with the Board. In such a case the
Board will deal with the matter by discussion and majority decision of those
present and voting (but without the Executive being entitled to vote on that
issue).  There is no disciplinary procedure applicable to the Executive.  9


20.SEVERABILITY  The various
provisions and sub-provisions of this Agreement and the Schedules attached hereto are severable and if
any provision or sub-provision is held to be unenforceable by any court of
competent jurisdiction then such unenforceability shall not affect the
enforceability of the remaining provisions or sub-provisions in this Agreement
or Schedules.  21.WARRANTIES  21.1The Executive represents
and warrants that he is not prevented by any agreement, arrangement, contract,
understanding, Court Order or otherwise, which in any way directly or
indirectly restricts or prohibits him from fully performing the duties of the
Employment, or any of them, in accordance with the terms and conditions of this
Agreement.  21.2The Executive represents and
warrants that he has the full right to convey the rights granted hereunder to
the Company.  The Executive agrees to
indemnify and hold the Company harmless from any and all claims, losses,
damages or expenses sustained in consequence of a breach of this warranty
PROVIDED THAT this indemnity shall be limited to payments made pursuant to a
court order or a settlement made with the Executives prior written consent
(not to be unreasonably withheld).  21.3The Executive represents
and warrants that, as at the date of this Agreement:  (a)he has not brought any
claims against the Company or any Associated Company, or its or their
respective officers, employees or shareholders, including but not limited to
contractual claims, breach of contract, tort and Statutory Employment
Protection Claims which could be brought in an Employment Tribunal, in any
jurisdiction anywhere in the world; and  (b)he is not aware of any
facts or matters that may entitle him to bring a claim, 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, tort and
Statutory Employment Protection Claims which could be brought in an Employment
Tribunal, against the Company or any Associated Company, its or their officers,
employees or shareholders.  21.4For the purposes of this
clause, 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.  22.NOTICES  22.1Any notice to be given
hereunder may be delivered (a) in the case of the Company by first class
post addressed to its Registered Office for the time being and (b) in the
case of the Executive, either to him
personally or by first class post to his last known address.  10


22.2Notices served by post
shall be deemed served on the second business
day after the date of posting.  For the
purposes of this Clause, business day means a day on which banks are open for
business in the place of both the posting and the address of the notice.  23.DEFINITIONS  In this Agreement
the following words and cognate expressions shall have the meanings set out
below:-  23.1an Associated Company
includes any firm, company, corporation or other organisation :-  (a)which is directly or
indirectly controlled by the Company; or  (b)which directly or
indirectly controls the Company; or  (c)which is directly or
indirectly controlled by a third party who also directly or indirectly controls
the Company; or  (d)of which the Company or
any other Associated Company owns or has a beneficial interest in 20% or more
of the issued share capital or 20% or more of its capital assets; or  (e)which is the successor
in title or assign of the firms, companies, corporations or other organisations
referred to above.  23.2The Board shall mean
the Board of Directors of the Company (or, if the context requires, an
Associated Company).  23.3Control has the
meaning ascribed by Section 416 Taxes Act 1988 (as amended).  23.4Day to day management
shall mean authority to conduct, supervise and oversee all aspects of day to
day activities including (without limitation):-  (a)taking or approving
creative decisions;  (b)the right to employ or
engage and dismiss or terminate employees and contractors;  (c)contract negotiations;  (d)financial decisions
(within any budget or business plan approved by the Board); and  (e)determine identity of
third party suppliers and advisers  23.5Immediate Relatives
shall include husband, wife, common law spouse, children, brothers, sisters,
cousins, aunts, uncles, parents, grandparents, and the aforesaid relatives by
marriage.  23.6Termination Date shall
mean the date upon which the Executives employment with the Company
terminates.  24.CONSTRUCTION  24.1The provisions of Schedules 1 and 2 hereto and any additional
terms endorsed in writing by or on behalf of the parties hereto shall be read
and construed as part of this Agreement and shall be enforceable accordingly.  24.2The benefit of each agreement and
obligation of the Executive under Clause 13 and Schedule 1 hereto of this
Agreement may be assigned to and enforced by all successors and assigns for  11


the time being of the Company and its
Associated Companiesand such
agreements and obligations shall operate and remain binding notwithstanding the
termination of this Agreement.  25.PRIOR
AGREEMENTS  This Agreement
cancels and is in substitution for all previous letters of engagement,
agreements and arrangements (whether oral or in writing) relating to the
subject-matter hereof between the Company and the Executive, including but not
limited to the Directors Service Agreement dated 15 September 2001, all
of which shall be deemed to have been terminated by mutual consent.  This Agreement constitutesthe entire
terms and conditions of the Executives employment and no waiver or
modification thereof shall be valid unless in writing, signed by the parties
and only to the extent therein set forth.  26.GOVERNING
LAW AND JURISDICTION  This Agreement is
governed by and construed in accordance with the laws of England.  The parties hereto submit to the exclusive
jurisdiction of the English Courts.  IN
WITNESS
whereof the parties hereto have executed this Agreement as a Deed the day and
year first above written.  SIGNED AS A DEEDby
  }19
  ENTERTAINMENT LTD
  }
  /s/ Howard Tytelacting by Howard
  Tytel
  )and Thomas
  Benson
  }
  /s/ Thomas
  Benson   SIGNED AS A DEED
  and
  }DELIVERED AS A DEED
  }by SIMON FULLER in
  }the presence of
  }
  /s/ Simon Fuller   Witness
  Name
  J.
  BranniganAddress
  18C
  Roseleigh Ave,London
  N5 1SPOccupation
  SolicitorSignature
  /s/
  J. Brannigan  12


SCHEDULE 1  1.Non-Competition  The Executive
hereby agrees that he shall not,
without the consent in writing of the Board for the Relevant Period within the Prohibited Area and whether on his
own behalf or in conjunction with or on behalf of any other person, firm,
company or other organisation, and whether as an employee, director, principal,
agent, consultant or in any other capacity whatsoever, in competition with the
Company be directly or indirectly (i) employed or engaged in, or (ii) perform
services in respect of:-  1.1the discovery,
development and / or management of talent, and the operation of talent
management agencies;  1.2the development of
television and film formats and ideas and / or television and film production;  1.3the operation of
independent record labels;  1.4any licensing or
sponsorship which is the same or of similar type to that carried on by the
Company;  1.5any other business which
is the same or similar to any business of the Company carried on during the twelve months immediately preceding
the Termination Date;  1.6the development or
provision of any other services which are of the same or similar type to any
services provided by the Company during the twelve months immediately preceding the Termination Date;  PROVIDED ALWAYS
that the provisions of this paragraph 1 shall apply only in respect of
businesses or services with which the Executive was either personally concerned
or for which he was responsible
on behalf of the Company during the twelve
months immediately preceding the Termination Date.  2.Non-Solicitation of Artists  The Executive
hereby agrees that he shall not for the
Relevant Period whether on his own behalf or in conjunction with or on
behalf of any person, company, business entity or other organisation, and
whether as an employee, director, principal, agent, consultant or in any other
capacity whatsoever, directly or indirectly (i) solicit or, (ii) assist
in soliciting, or (iii) accept, or (iv) facilitate the acceptance of,
or (v) deal with, in competition with the Company, the custom or business
of any Artist or Prospective Artist:-  2.1with whom the Executive
has had material contact or dealings on behalf of the Company during the twelve months immediately preceding the Termination
Date; or  2.2for whom the Executive was, in a management capacity on behalf of the
Company, directly responsible during the twelve months immediately preceding the
Termination Date.  3.Non-Solicitation of Employees  The Executive
hereby agrees that he will not for the
Relevant Period either on his own behalf or in conjunction with or on
behalf of any other person, company, business entity, or other organisation
(and whether as an employee, principal, agent, consultant or in any other
capacity whatsoever), directly or indirectly:-  13


3.1(i) induce, or (ii) solicit,
or (iii) entice or (iv) procure, any person who is a Key Employee to
leave the Companys or any Associated Companys employment (as applicable);  3.2be personally involved
to a material extent in (i) accepting into employment or (ii) otherwise
engaging or using the services of, any person who is a Key Employee.  4.Associated Companies  4.1The provisions of
paragraphs 4.2 and 4.3 below shall only apply in respect of those Associated
Companies (i) to whom the Executive gave his services, or (ii) for whom he was responsible, or (iii) with
whom he was otherwise concerned, in the twelve monthsimmediately preceding the Termination Date.  4.2Paragraphs 1, 2, 3, 4
and 6 in this Schedule 2
shall apply as though references to the Associated Company were substituted
for references to the Company.  The
obligations undertaken by the Executive pursuant to this Schedule 2 shall, with respect to each
Associated Company, constitute a separate and distinct covenant and the
invalidity or unenforceability of any such covenant shall not affect the
validity or enforceability of the covenants in favour of the Company or any
other Associated Company.  4.3In relation to each
Associated Company referred to in paragraphs 4.1 and 4.2 above, the Company
contracts as trustee and agent for the benefit of each such Associated Company.
The Executive agrees that, if required to do so by the Company, he will enter into covenants in the
same terms as those set out in paragraphs 1, 2, 3, 4 and 6 hereof directly with
all or any of such Associated Companies, mutatis mutandis. If the Executive
fails, within 7 days of receiving such a request from the Company, to sign the necessary
documents to give effect to the foregoing, the Company shall be entitled, and
is hereby irrevocably and unconditionally authorised by the Executive, to
execute all such documents as are required to give effect to the foregoing, on his behalf.  5.Definitions  For the purposes
of this Schedule 1, the following words and cognate expressions shall have
the meanings set out below:  5.1Artist means any
recording artist, songwriter, producer, TV presenter or other person who, at
any time during the period of twelve months ending on the Termination Date, was
managed by or party to or the subject of a recording agreement, songwriting
agreement, licence agreement, merchandising agreement, management agreement or
a presenter agreement with the Company or any Associated Company and with whom
the Executive had contact during the period of twelve months ending on the date
of termination of the employment;  5.2Associated Company, Board,
and Company shall have the meanings set out in the Agreement attached hereto,
and shall include their successors in title and assigns (as applicable).  5.3Key Employee means any
person who was employed by (i) the Company or (ii) any Associated
Company, for at least 3 months prior to and on the Termination Date and  (a)with whom the Executive
had material contact or dealings in performing his duties of his employment;
and  (b)who had material contact
with Artists in performing his or her duties of employment with the Company or
any Associated Company (as applicable); or  14


(c)who was a member of the
management team of the Company or any Associated Company (as applicable).  5.4Prohibited Area means
anywhere in Europe or North America;  5.5Prospective Artist
shall mean any person with whom the Company or any Associated Company has had
any negotiations or material discussions regarding the possibility of entering
into a recording agreement, songwriting agreement, licence agreement,
merchandising agreement, management agreement or presenter agreement with the
Company or an Associated Company.  5.6The Relevant Period shall mean the lesser of:-  (a)the twelve months immediately following the Termination Date;  (b)six years after the Commencement Date.  5.7Commencement Date
shall have the meaning set out in Clause 2.1 of the Agreement.  5.8Termination Date shall
have the meaning set out in Clause 23 of the Agreement.  15