<PAGE>   1

                                                                   EXHIBIT 10.11



                              AMENDED AND RESTATED
                                COMPANY AGREEMENT

                                       of

                            ODYSSEY HOLDINGS, L.L.C.,
                      a Delaware limited liability company



<PAGE>   2

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                    PAGE
                                                    ----

<S>                                                  <C>
ARTICLE I
          FORMATION ..................................1
     1.1  Organization ...............................1
     1.2  Name .......................................1
     1.3  Effective Date .............................1
     1.4  Term .......................................1
     1.5  Registered Agent and Office ................1
     1.6  Principal Place of Business ................2

ARTICLE II
         DEFINITIONS .................................2
     2.1  Acceptance Notice ..........................2
     2.2  Act ........................................2
     2.3  Additional Member ..........................2
     2.4  Additional NICC Budget .....................2
     2.5  Affiliate ..................................2
     2.6  Articles ...................................2
     2.7  Bank .......................................2
     2.8  Bankrupt Member ............................3
     2.9  Base NICC Budget ...........................3
     2.10 Business Day ...............................3
     2.11 Business Plan ..............................3
     2.12 Budget .....................................3
     2.13 Capital Account ............................3
     6.14 Capital Contribution .......................3
     2.15 Capital Interest ...........................3
     2.16 Change of Control ..........................3
     2.17 Channel ....................................4
     2.18 Code .......................................4
     2.19 Common Interest ............................4
     2.20 Company ....................................4
     2.21 Company Agreement ..........................4
     2.22 Company Property ...........................4
     2.23 Continuing Member ..........................4
</TABLE>

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<TABLE>
<S>                                                  <C>
     2.24 Contribution Agreement .....................4
     2.25 CPI ........................................4
     2.26 Credit Facility ............................4
     2.27 Default Date ...............................4
     2.28 Deficit Capital Account ....................4
     2.29 Depreciation ...............................5
     2.30 Dissociation ...............................5
     2.31 Distributable Cash .........................5
     2.32 Effective Date .............................6
     2.33 Fiscal Year ................................6
     2.34 F&V Reserved Time ..........................6
     2.35 Faith and Values Programming ...............6
     2.36 Governance Committee .......................6
     2.37 Gross Asset Value ..........................6
     2.38 Hallmark ...................................7
     2.39 Hallmark Program License Agreement .........7
     2.40 Hallmark Sub ...............................7
     2.41 Henson .....................................7
     2.42 Henson Program License Agreement ...........7
     2.43 Henson Sub .................................7
     2.44 HSR ........................................8
     2.45 Information ................................8
     2.46 Initial Acceptance Notice ..................8
     2.47 Initial Budget .............................8
     2,48 Initial Business Plan ......................8
     2.49 Initial Capital Contribution ...............8
     2.50 Initial Members ............................8
     2.51 Liberty ....................................8
     2.52 Losses .....................................8
     2.53 Major Decisions ............................8
     2.54 Mandatory Capital Contribution .............8
     2.55 Member .....................................8
     2.56 Membership Interest ........................8
     2.57 Mission Statement ..........................8
     2.58 Money ......................................8
     2.59 NDTC .......................................9
     2.60 Net Profits or Net Losses ..................9
     2.61 New Member .................................9
     2.62 NICC.......................................10
</TABLE>

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<TABLE>
<S>                                                 <C>
     2.63  NICC Budget ..............................10
     2.64  NICC Programming .........................10
     2.65  NICC Program License Agreement ...........10
     2.66  NICC Reserved Time .......................10
     2.67  Offered Interest .........................10
     2.68  Offer Price ..............................10
     2.69  Offerees .................................10
     2.70  Offering Member ..........................10
     2.71  Offer Notice .............................10
     2.72  Organization .............................10
     2.73  Permitted Transfer .......................10
     2.74  Permitted Transferee .....................10
     2.75  Person ...................................10
     2.76  Preferred Interest .......................10
     2.77  Preferred Liquidation Preference .........11
     2.78  Prime Rate ...............................11
     2.79  Principal Office .........................11
     2.80  Proceeding ...............................11
     2.81  Programming Advisory Committee ...........11
     2.82  Programming Philosophy ...................11
     2.83  Program Schedule .........................11
     2.84  Projections ..............................11
     2.85  Property .................................11
     2.86  Purchase Agreement .......................11
     2.87  Purchasing Members .......................12
     2.88  Regulations ..............................12
     2.89  Reserves .................................12
     2.90  ROFO Acceptance Period ...................12
     2.91  Roll-Over Budget .........................12
     2.92  Second Acceptance Notice .................12
     2.93  Second Offer Notice ......................12
     2.94  Second ROFO Acceptance Period ............12
     2.95  Service Agreements .......................12
     2.96  Sharing Ratio ............................12
     2.97  Standards and Practices ..................12
     2.98  Substitute Member ........................12
     2.99  Tax Distribution .........................12
     2.100 Taxable Year .............................13
     2.101 Taxing Jurisdiction.......................13
</TABLE>

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<TABLE>
<S>                                                  <C>
     2.102 Third-Party Sale .........................11
     2.103 Transaction Documents ....................13
     2.104 Transfer .................................13
     2.105 Transferred Assets .......................13
     2.106 Transferring Member ......................13
     2.107 Ultimate Beneficial Owner ................13
     2.108 Unpaid Amount ............................13
     2.109 VGI ......................................14
     2.110 VMC ......................................14
     2.111 Voting Power .............................14
     2.112 Yearly Preferred Liquidation Payment .....14

ARTICLE III
           NATURE OF BUSINESS .......................14

ARTICLE IV
           ACCOUNTING AND RECORDS ...................14
     4.1   Records to be Maintained .................14
     4.2   Reports to Members........................15

ARTICLE V
           MEMBERS ..................................15
     5.1   Members ..................................15
     5.2   Classes ..................................16
     5.3   Liability of Members .....................16
     5.4   Indemnification ..........................16
     5.5   Representations and Warranties ...........18
     5.6   Conflicts of Interest ....................19
     5.7   Terms of the Preferred Interest ..........20

ARTICLE VI
           MANAGEMENT AND CONTROL OF COMPANY ........21
     6.1   Governance Committee .....................21
     6.2   Authority to Bind the Company ............23
     6.3   Appointment of Vice President of
           Religious Affairs ........................25
</TABLE>


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<TABLE>
<S>                                                 <C>
     6.4  Actions of the Governance Committee .......25
     6.5  Approval of Business Plan .................25
     6.6  NICC Budget ...............................26
     6.7  Programming ...............................26
     6.8  Programming Advisory Committee ............27
     6,9  NICC and Faith and Values Programming .....28
     6.10 Compensation of the Governance Committee
          and Programming Advisory Committee ........28
     6.11 Standard of Care ..........................29
     6.12 Part-Time Subscribers .....................29

ARTICLE VII
          CONTRIBUTIONS AND CAPITAL ACCOUNTS ........29
     7.1  Members' Initial Capital Contribution .....29
     7.2  Mandatory Capital Contributions ...........30
     7.3  Capital Accounts ..........................31
     7.4  Capital Account Deficit ...................32
     7.5  Withdrawal or Reduction of Members'
          Contributions .............................32

ARTICLE VIII
          ALLOCATIONS AND DISTRIBUTIONS, ELECTIONS AND
          REPORTS ...................................32
     8.1  Allocations of Profits and Losses .........32
     8.2  Special Allocations to Capital Accounts
          and Certain Other Income Tax Allocations,
          Notwithstanding Section 8.1 Hereof ........34
     8.3  Distributions .............................36
     8.4  Limitation Upon Distributions .............37
     8.5  Accounting Principles .....................37

ARTICLE IX
          TAXES .....................................38
     9.1  Elections .................................38
     9.2  Taxes of Taxing Jurisdictions .............38
     9.3  Tax Matters Partner .......................38
</TABLE>

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<TABLE>
<S>                                                 <C>
ARTICLE X
           TRANSFER OF MEMBERSHIP INTERESTS .........39
     10.1  General ..................................39
     10.2  Change of Control ........................40
     10.3  Permitted Transfers ......................40
     10.4  Right of First Offer .....................41
     10.5  Requirements of Transfer .................43
     10.6  Transfers not in Compliance with this
           Article Void .............................43

ARTICLE XI
           DISSOCIATION OF A MEMBER .................43
     11.1  Dissociation .............................43

ARTICLE XII
           ADMISSION OF ADDITIONAL MEMBERS ..........43
     12.1  Admission of Substitute Members ..........44
     12.2  Admission of Additional Members ..........44

ARTICLE XIII
           DISSOLUTION AND WINDING UP ...............44
     13.1  Dissolution ..............................44
     13.2  Effect of Dissolution ....................44
     13.3  Distribution of Assets on Dissolution ....44
     13.4  Winding Up and Certificate of
           Dissolution ..............................45

ARTICLE XIV
           AMENDMENT ................................45
     14.1  Company Agreement May Be Modified ........45
     14.2  Amendment or Modification of Company
           Agreement ................................45

ARTICLE XV
           MISCELLANEOUS PROVISIONS .................45
     15.1  Entire Agreement .........................45
     15.2  No Partnership Intended for Nontax
           Purposes .................................45
</TABLE>

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<TABLE>
<S>                                                 <C>
     15.3  Rights of Creditors and Third Parties
           under Company Agreement ..................46
     15.4  Confidentiality ..........................46
     15.5  Public Announcements .....................47
     15.6  Agreement, Effect of Inconsistencies
           with Act .................................47
     15.7  Notice ...................................48
     15.8  Legend ...................................48
     15.9  Interpretation ...........................49
     15.10 Binding Effect ...........................49
     15.11 Severability .............................49
     15.12 Multiple Counterparts ....................49
     15.13 Remedies Cumulative ......................49
     15.14 Waiver ...................................49
     15.15 Acknowledgment ...........................49
</TABLE>

    EXHIBITS

    A   Member Summary
    B   Mission Statement
    C   Programming Philosophy
    D   Standards and Practices
    E   Projections
    F   Intentionally Omitted
    G   Mandatory Capital Contributions

                                     -vii-

<PAGE>   9


                              AMENDED AND RESTATED
                                COMPANY AGREEMENT

     This Amended and Restated Company Agreement (the "COMPANY AGREEMENT") of
Odyssey Holdings, L.L.C., a limited liability company organized pursuant to the
Delaware Limited Liability Company Act (the "C0MPANY"), is entered into and
shall be effective as of the Effective Date, by and among the Company and the
persons executing this Company Agreement as Members.

     NOW THEREFORE, in consideration of the mutual covenants and agreements
contained herein and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the persons executing this Company
Agreement as Members, intending to be legally bound hereby, agree as follows:

                                    ARTICLE I
                                    FORMATION

     1.1 ORGANIZATION - The Members hereby organize the Company as a Delaware
limited liability company pursuant to the provisions of the Act.

     1.2 NAME - The name of the Company is Odyssey Holdings, L.L.C., and all
business of the Company shall be conducted under that name or under any other
name, but in any case, only to the extent permitted by applicable law.

     1.3 EFFECTIVE DATE - This Company Agreement shall become effective on
November 13, 1998 (the "EFFECTIVE DATE").

     1.4 TERM - The term of the Company commenced on June 20, 1995, the date of
filing the Certificate of Formation, and shall continue until the Company is
dissolved and its affairs wound up in accordance with the Act and this Company
Agreement.

     1.5 REGISTERED AGENT AND OFFICE - The Company's initial registered office
shall be the office of its registered agent at 32 Loockerman Square, Suite
L-100, Dover, Delaware 19904 and the name of its initial registered agent at
such address shall be The Prentice-Hall Corporation System, Inc. The Governance
Committee may, by unanimous consent, change the registered agent or office
through appropriate filings with the Secretary of State. In the event the
registered agent ceases to act as such for any reason or the registered office
shall change, the Governance Committee shall promptly designate a replacement
registered agent or file a notice of change of address as the case may be. If
the Governance Committee shall fail to designate a replacement

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registered agent or change of address of the registered office, any Member may
designate a replacement registered agent or file a notice of change of address
upon notice to the other Members.

     1.6 PRINCIPAL PLACE OF BUSINESS - The principal place of business of the
Company shall be the City of Los Angeles (the "PRINCIPAL OFFICE"). The Company
may locate its places of business and registered office at any other place or
places as the Governance Committee may, by unanimous consent, deem advisable.

                                   ARTICLE II
                                   DEFINITIONS

     For purposes of this Company Agreement, unless the context clearly
indicates otherwise, the following terms shall have the following meanings:

     2.1 ACCEPTANCE NOTICE - has the meaning set forth in Section 10.4.1 below.

     2.2 ACT - The Delaware Limited Liability Company Act, as amended from time
to time.

     2.3 ADDITIONAL MEMBER - A Member other than an Initial Member or a
Substitute Member who has acquired a Membership Interest from the Company.

     2.4 ADDITIONAL NICC BUDGET - has the meaning set forth in Section 6.6.

     2.5 AFFILIATE - with respect to any Person, any other Person directly or
indirectly controlling, controlled by or under common control with such Person.
For purposes of this definition, the term "controls," "controlled by," or "under
common control with" shall mean the power to direct or cause the direction of
the management and policies of a person or a person or entity, whether through
the ownership of voting securities, by contract or otherwise.

     2.6 ARTICLES - The Certificate of Formation of the Company as properly
adopted and amended from time to time by the Members and filed with the
Secretary of State of Delaware.

     2.7 BANK - Any domestic commercial bank of recognized standing having
capital and surplus in excess of $250 million and commercial paper issued by
others rated at least A-2 or the equivalent thereof by Standard & Poor's
Corporation or at least P-2 or the equivalent thereof by Moody's Investors
Service, Inc.

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     2.8 BANKRUPT MEMBER - A Member who: (1) institutes proceedings to be
adjudicated voluntarily bankrupt, (2) consents to the filing of a bankruptcy
proceeding against such Member, (3) files a petition, answer or consent seeking
reorganization under any bankruptcy or similar law or statute, consents to the
filing of any such petition, or to the appointment of a custodian, receiver,
liquidator, trustee, or assignee in bankruptcy or insolvency against such Member
or any substantial part of such Member's assets or property, (4) makes a general
assignment for the benefit of creditors or (5) takes any action in furtherance
of any of the foregoing.

     2.9 BASE NICC BUDGET - has the meaning set forth in Section 6.6 below.

     2.10 BUSINESS DAY - Any day other than Saturday, Sunday or any legal
holiday observed in the States of Colorado, California or New York.

     2.11 BUSINESS PLAN - has the meaning set forth in Section 6.5 below.

     2.12 BUDGET - has the meaning set forth in Section 6.5 below.

     2.13 CAPITAL ACCOUNT - As of any given date, the Capital Contribution to
the Company by a Member as adjusted up to the date in question pursuant to
Article VII.

     2.14 CAPITAL CONTRIBUTION - Any contribution to the capital of the
Company in cash or property by a Member whenever made.

     2.15 CAPITAL INTEREST - The proportion that a Member's positive Capital
Account bears to the aggregate positive Capital Accounts of all Members whose
Capital Accounts have positive balances as may be adjusted from time to time.

     2.16 CHANGE OF CONTROL - shall be deemed to occur (i) with respect to any
Member, if no Ultimate Beneficial Owner of such Member beneficially owns (as
defined in Rule 13d-3 of the Securities Exchange Act of 1934, as amended) in
the aggregate at least 50% of the voting rights or disposition rights with
respect to such Member's Membership Interests on the date hereof and (ii)
additionally, with respect to VMC, if NICC or any acquiror or successor of
NICC ceases to be a broadly-based, multi-denominational religious coalition.
Notwithstanding the foregoing, a Change of Control shall not be deemed to occur
if a Member's Ultimate Beneficial Owner Transfers a group of assets including
the Membership Interests (the "TRANSFERRED ASSETS"), which transfer may be
effected through a corporate reorganization, a sale of assets, distribution of
equity interests or otherwise, (a) if the Transferred Assets

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constitute a business engaged principally in the media, entertainment, cable or
telecommunications business, and (b) the fair market value of the Membership
Interests comprise no more than 15% of the fair market value of the Transferred
Assets.

     2.17 CHANNEL - A 24-hour-per-day cable television channel program service
to be initially called the Odyssey Channel, the programming of which shall be
consistent with the Mission Statement and the Programming Philosophy.

     2.18 CODE - The Internal Revenue Code of 1986, as amended from time to
time.

     2.19 COMMON INTEREST - The rights of a Member in distributions (liquidating
or otherwise) and allocations of the profits, losses, gains, deductions and
credits of the Company as set forth in Section 5.2.2 and Article VIII.

     2.20 COMPANY - has the meaning set forth in the Preamble.

     2.21 COMPANY AGREEMENT - has the meaning set forth in the Preamble.

     2.22 COMPANY PROPERTY - Any Property owned by the Company.

     2.23 CONTINUING MEMBER - Each of VMC and VGI.

     2.24 CONTRIBUTION AGREEMENT - The Contribution Agreement by and among NICC,
VMC, Liberty and VGI dated the Effective Date.

     2.25 CPI - has the meaning set forth in Section 6.6.

     2.26 CREDIT FACILITY - The Credit Agreement providing for a credit facility
of $30 million to be entered into by the Company and the Bank of New York
pursuant to that certain commitment letter by and between the Company and the
Bank of New York dated November 10, 1998.

     2.27 DEFAULT DATE - has the meaning set forth in Section 7.2.2.

     2.28 DEFICIT CAPITAL ACCOUNT - The deficit balance, if any, in a Capital
Account as of the end of the taxable year, after giving effect to the following
adjustments:

     (1) credit to such Capital Account any amount that such Member is

                                       4

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         obligated to restore under section 1.704-1(b)(2)(ii)(c) of the
         Regulations, as well as any addition thereto pursuant to the next to
         last sentence of sections 1.704-2(g)(1) and (i)(5) of the Regulations
         after taking into account thereunder any changes during such year in
         partnership minimum gain (as determined in accordance with section
         1.704-2(d) of the Regulations) and in the minimum gain attributable to
         any partner nonrecourse debt (as determined under section 1.704-2(i)(3)
         of the Regulations); and

     (2) debit to such Capital Account the items described in sections
         1.704-l(b)(2)(ii)(d)(4), (5) and (6) of the Regulations.

     This definition of Deficit Capital Account is intended to comply with the
     provision of the Regulations section 1.704-1(b)(2)(ii)(d) and 1.704-2, and
     will be interpreted consistently with those provisions.

     2.29 DEPRECIATION - For each Fiscal Year, an amount equal to the
depreciation, amortization, or other cost recovery deduction allowable with
respect to an asset for such Fiscal Year, except that if the Gross Asset Value
of an asset differs from its adjusted basis for Federal income tax purposes at
the beginning of such Fiscal Year. Depreciation with respect to such asset shall
be an amount that bears the same ratio to such beginning Gross Asset Value as
the Federal income tax depreciation, amortization, or other cost recovery
deduction with respect to such asset for such Fiscal Year bears to such
beginning adjusted tax basis; provided, however, that if the adjusted basis for
Federal income tax purposes of an asset at the beginning of such Fiscal Year
is zero, Depreciation shall be determined with reference to such beginning
Gross Asset Value using any reasonable method selected by the Governance
Committee.

     2.30 DISSOCIATION - Any action which causes a Person to cease to be Member
as described in Article XI hereof

     2.31 DISTRIBUTABLE CASH - All cash, revenues and funds received by the
Company, less the sum of the following to the extent paid or set aside by the
Company: (i) all principal and interest payments on indebtedness of the Company
and all other sums paid to lenders; (ii) all cash expenditures incurred incident
to the operation of the Company's business, including, but not limited to,
program acquisition, production and operation of Company's network channel
business; and (iii) such Reserves as the Governance Committee deems reasonably
necessary to the proper operation of the Company's business consistent with the
Budget and Business Plan.

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     2.32 EFFECTIVE DATE - has the meaning set forth in Section 1.3 above.

     2.33 FISCAL YEAR - The year beginning January 1 and ending December 31 of
that year (except as provided in Section 6.5).

     2.34 F&V RESERVED TIME - has the meaning set forth in Section 6.9.1.

     2.35 FAITH AND VALUES PROGRAMMING - Faith and value-based television
programming as determined by the CEO (or such other officer designated by the
CEO as the Head of Programming) in consultation with the Programming Advisory
Committee that informs, empowers and inspires at the same time it
entertains, including, but not limited to, programming focusing on parenting
skills, racism, poverty, life achievement, spirituality, healthy living,
marriage and family, religious expression, business ethics, interpersonal
relations, social issues, justice issues and peace.

     2.36 GOVERNANCE COMMITTEE - has the meaning Set forth in Section 6.1.1.

     2.37 GROSS ASSET VALUE - With respect to any asset, the asset's adjusted
basis for Federal income tax purposes, except as follows:

     (1) The initial Gross Asset Value of any asset contributed by a Member to
         the Company shall be the gross fair market value of such asset, as
         agreed upon by the contributing Member and the Governance Committee,
         provided, that the initial Gross Asset Values of the assets contributed
         to the Company pursuant to Section 7.1 hereof shall be as set forth in
         Exhibit A.

     (2) The Gross Asset Values of all Company Property shall be adjusted to
         equal their respective gross fair market values as determined by the
         Governance Committee as of the following times: (a) the acquisition of
         an additional interest by any new or existing Member in exchange for
         more than a de minimis contribution of Property; (b) the distribution
         by the Company to a Member of more than a de minimis amount of Property
         as consideration for an interest; (c) the liquidation of the Company
         within the meaning of Regulations section 1.704-1(b)(2)(ii)(g); and (d)
         at such other times as the Governance Committee shall reasonably
         determine is necessary or advisable in order to comply with Regulation
         section 1.704-1(b) and 1.704-2; provided, however, that adjustments
         pursuant to clauses (a) and (b) above shall be made only if the
         Governance Committee reasonably determines that such adjustments

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<PAGE>   15


         are necessary or appropriate to reflect the relative economic interests
         of the Members of the Company;

     (3) The Gross Asset Value of any Company Property distributed to any Member
         shall be adjusted to equal the gross fair market value of such asset on
         the date of distribution, as agreed upon by the distributee and the
         Governance Committee.

     (4) The Gross Asset Values of Company Property shall be increased (or
         decreased) to reflect any adjustments to the adjusted basis of such
         assets pursuant to section 734(b) of the section 743(b) of the Code;
         but only to the extent that such adjustments are taken into account in
         determining Capital Accounts pursuant to Regulation section
         1.704-1(b)(2)(iv)(m) and Section 7.3; provided, however, that Gross
         Asset Values shall not be adjusted pursuant to this definition to the
         extent the Governance Committee determines that an adjustment pursuant
         to subparagraph (2) of this definition is necessary or appropriate in
         connection with a transaction that would otherwise result in an
         adjustment pursuant to this subparagraph (4).

         If the Gross Asset Value of an asset has been determined or adjusted
         pursuant to subparagraph (1), (2) or (4) of this definition, then such
         Gross Asset Value shall thereafter be adjusted by the Depreciation
         taken into account with respect to such asset for purposes of computing
         Net Profits and Net Losses.

     2.38 HALLMARK - Hallmark Entertainment Networks, Inc., a Delaware
corporation.

     2.39 HALLMARK PROGRAM LICENSE AGREEMENT - The Program License Agreement by
and between Hallmark Entertainment Distribution Company and the Company dated
the Effective Date.

     2.40 HALLMARK SUB - HEN Domestic Holdings, Inc., a Delaware corporation.

     2.41 HENSON - The Jim Henson Company Inc., a New York corporation.

     2.42 HENSON PROGRAM LICENSE AGREEMENT - The Program License Agreement by
and between Henson and the Company dated the Effective Date.

     2.43 HENSON SUB - Henson Cable Networks, Inc., a California corporation.

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     2.44 HSR - The Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
amended.

     2.45 INFORMATION - has the meaning set forth in Section 15.4.

     2.46 INITIAL ACCEPTANCE NOTICE - has the meaning set forth in Section
10.4.1.

     2.47 INITIAL BUDGET - has the meaning set forth in Section 6.2.1.

     2.48 INITIAL BUSINESS PLAN - has the meaning set forth in Section 6.2.1.

     2.49 INITIAL CAPITAL CONTRIBUTION - The Capital Contribution agreed to be
made as of the date of this Company Agreement by the Continuing Members and New
Members as described in Article VII and as initially set forth on Exhibit A
hereto.

     2.50 INITIAL MEMBERS - Those Continuing Members and New Members identified
on Exhibit A hereto and which have executed this Company Agreement.

     2.51 LIBERTY - Liberty Media Corporation, a Delaware corporation.

     2.52 LOSSES - has the meaning set forth in Section 5.4.1.

     2.53 MAJOR DECISIONS - has the meaning set forth in Section 6.2.2.

     2.54 MANDATORY CAPITAL CONTRIBUTION - has the meaning set forth in Section
7.2.1 below.

     2.55 MEMBER - A Continuing Member, New Member, Substitute Member or
Additional Member.

     2.56 MEMBERSHIP INTEREST - Common Interests or the Preferred Interest.

     2.57 MISSION STATEMENT - The Company's Mission Statement attached hereto as
Exhibit B, as amended from time to time in accordance with Section 6.2.2.1.

     2.58 MONEY - Cash or other legal tender of the United States or any
obligation that is immediately reducible to legal tender without delay or
discount. Money shall be considered to have a fair market value equal to its
face amount.

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     2.59 NDTC - has the meaning set forth in Section 7.3.

     2.60 NET PROFITS OR NET LOSSES - For each taxable year of the Company, an
amount equal to the Company's not taxable income or loss for such year as
determined for Federal income tax purposes (including separately stated items)
in accordance with the accounting method and rules used by the Company and in
accordance with sections 703 and 704 of the Code with the following adjustments:

     (1) Any items of income, gain, loss and deduction allocated to Members
         pursuant to Section 8.2 shall not be taken into account in computing
         Net Profits or Net Losses under this Company Agreement;

     (2) Any income of the Company that is exempt from Federal income tax and
         not otherwise taken into account in computing Net Profits and Net
         Losses under this Company Agreement shall be added to such taxable
         income or loss;

     (3) Any expenditure of the Company described or deemed described in section
         705(a)(2)(B) of the Code and not otherwise taken into account in
         computing Net Profits and Net Losses under this Company Agreement shall
         be subtracted from such taxable income or loss;

     (4) In the event the Gross Asset Value of any Company Property is adjusted
         pursuant to clause (2) or (3) of the definition of Gross Asset Value,
         the amount of such adjustment shall be taken into account as gain or
         loss from the disposition of such asset for purposes of computing Net
         Profits and Net Losses under this Company Agreement;

     (5) Gain or loss resulting from any disposition of any Company asset with
         respect to which gain or loss is recognized for Federal income tax
         purposes shall be computed with reference to the Gross Asset Value of
         the asset disposed of, notwithstanding that the adjusted tax basis of
         such asset differs from its Gross Asset Value; and

     (6) In lieu of the depreciation, amortization and other cost recovery
         deductions taken into account in computing taxable income or loss,
         there shall be taken into account Depreciation for such Fiscal Year.

     2.61 NEW MEMBER - Each of Hallmark Sub and Henson Sub.

                                       9

<PAGE>   18


     2.62 NICC - The National Interfaith Cable Coalition, a Maryland nonprofit
corporation.

     2.63 NICC BUDGET - has the meaning set forth in Section 6.6.

     2.64 NICC PROGRAMMING - Television programming (i) acquired by NICC or (ii)
produced by NICC and paid for out of the NICC Budget that meets the repeat
patterns of the Channel and is of similar technical broadcast quality as the
other programming on the Channel.

     2.65 NICC PROGRAM LICENSE AGREEMENT - The Program License Agreement by and
between NICC and the Company dated the Effective Date.

     2.66 NICC RESERVED TIME - has the meaning set forth in Section 6.9.1.

     2.67 OFFERED INTEREST - has the meaning set forth in Section 10.4.

     2.68 OFFER PRICE - has the meaning set forth in Section 10.4.1.

     2.69 OFFEREES - has the meaning set forth in Section 10.4.1.

     2.70 OFFERING MEMBER - has the meaning set forth in Section 10.4.

     2.71 OFFER NOTICE - has the meaning set forth in Section 10.4.1.

     2.72 ORGANIZATION - Any corporation (both non-profit and other
corporations), partnership (both limited and general), joint venture, limited
liability company, trust, unincorporated association or other entity other
than joint tenancies and tenancies by the entirety.

     2.73 PERMITTED TRANSFER - has the meaning set forth in Section 10.3.

     2.74 PERMITTED TRANSFEREE - The assignee of a Membership Interest who
acquires such interest in a Permitted Transfer.

     2.75 PERSON - Any natural person or Organization,

     2.76 PREFERRED INTEREST - An ownership interest in the Company that is
entitled to receive the Preferred Liquidation Preference.

                                       10

<PAGE>   19
     2.77 PREFERRED LIQUIDATION PREFERENCE - With respect to the Preferred
interest, at the date of issuance, (a) $25,000,000 in the aggregate (the
"INITIAL LIQUIDATION PREFERENCE") and, (b) at any date of determination
thereafter (i) the Initial Liquidation Preference, minus (ii) all payments of
the Yearly Preferred Liquidation Payment and any payments pursuant to Section
5.7.3 in respect of such Preferred Interest prior to such determination date.

     2.78 PRIME RATE - The rate of interest per annum publicly announced from
time to time by The Bank of New York as its prime rate in effect at its
principal office in New York City, New York; each change in the Prime Rate shall
be effective on the date such change is publicly announced as being effective.

     2.79 PRINCIPAL OFFICE - has the meaning set forth in Section 1.6.

     2.80 PROCEEDING - Any judicial or administrative trial, hearing or other
activity, civil, criminal or investigative, the result of which may be that a
court arbitrator or governmental agency may enter a judgment, order, decree or
other determination which, if not appealed and reversed, would be binding upon
the Company, a Member or other Person subject to the jurisdiction of such court,
arbitrator or governmental agency.

     2.81 PROGRAMMING ADVISORY COMMITTEE - has the meaning set forth in Section
6.8.1.

     2.82 PROGRAMMING PHILOSOPHY - The Company's Programming Philosophy,
attached hereto as Exhibit C, as amended from time to time in accordance with
Section 6.2.2.1.

     2.83 PROGRAM SCHEDULE - has the meaning set forth in Section 6.7.3.

     2.84 PROJECTIONS - has the meaning set forth in Section 6.2.1.

     2.85 PROPERTY - Any property real or personal, tangible or intangible,
including Money and any legal or equitable interest in such property, but
excluding services and promises to perform services in the future.

     2.86 PURCHASE AGREEMENT - The Purchase Agreement by and among Henson,
Henson Sub, Hallmark, Hallmark Sub, NICC, VMC, Liberty and VGI dated the
Effective Date.

                                       11

<PAGE>   20


     2.87 PURCHASING MEMBERS - has the meaning set forth in Section 10.4.1.

     2.88 REGULATIONS - Except where the context indicates otherwise, the
permanent, proposed or temporary regulations of the Department of the Treasury
promulgated under the Code, as such regulations may be lawfully changed from
time to time.

     2.89 RESERVES - With respect to any fiscal period, funds set aside or
amounts allocated during such period to reserves which shall be maintained in
amounts reasonably deemed sufficient by the Governance Committee for working
capital, anticipated capital outlays and to pay taxes, insurance, debt service,
or other costs or expenses incident to the ownership or operation of the
Company's business consistent with the Budget and Business Plan.

     2.90 ROFO ACCEPTANCE PERIOD - has the meaning set forth in Section 10.4.1.

     2.91 ROLL-OVER BUDGET - has the meaning set forth in Section 6.5 below.

     2.92 SECOND ACCEPTANCE NOTICE - has the meaning set forth in Section
10.4.1.

     2.93 SECOND OFFER NOTICE - has the meaning set forth in Section 10-4.1.

     2.94 SECOND ROFO ACCEPTANCE PERIOD - has the meaning set forth in Section
10.4.1.

     2.95 SERVICE AGREEMENTS - has the meaning set forth in Section 7.3.

     2.96 SHARING RATIO - With respect to any Member, a fraction (expressed as a
percentage), the numerator of which is the total of the Member's Capital Account
and the denominator of which is the total of all Capital Accounts of all
Members, excluding for this purpose any portion of a Member's Capital Account
attributable to a Member's Preferred Interest.

     2.97 STANDARDS AND PRACTICES - The Company's Standards and Practices,
attached hereto as Exhibit D, as amended from time to time in accordance with
Section 6.2.2.1.

     2.98 SUBSTITUTE MEMBER - A Permitted Transferee of Common Interests.

     2.99 TAX DISTRIBUTION - has the meaning set forth in Section 8.3.

                                       12

<PAGE>   21


     2.100 TAXABLE YEAR - The taxable year of the Company as determined pursuant
to Section 706 of the Code.

     2.101 TAXING JURISDICTION -Any Federal, state, local or foreign government
that collects tax or any similar assessments, interest or penalties, however
designated, on any Member's share of the income or gain attributable to the
Company.

     2.102 THIRD-PARTY SALE - has the meaning set forth in Section 10.4.

     2.103 TRANSACTION DOCUMENTS - The Hallmark Program License Agreement, the
Henson Program License Agreement, the NICC Program License Agreement, the
Transponder License Agreement by and between VGI and Western Tele-
Communications, Inc., dated as of May 18, 1990 and the subsequent Bill of Sale
and General Assignment of such document by VGI in favor of the Company dated as
of June 30, 1995, the Affiliation Agreement by and between the Company and
Satellite Services, Inc. dated as of the Effective Date, and this Company
Agreement, the Initial Business Plan and the Initial Budget,

     2.104 TRANSFER - to sell, assign, transfer, exchange, mortgage, pledge,
grant, hypothecate, gift, bequeath or otherwise transfer (including transfers by
reorganizations or operation of law).

     2.105 TRANSFERRED ASSETS - has the meaning set forth in Section 2.16.

     2.106 TRANSFERRING MEMBER - has the meaning set forth in Section 6.1.2.

     2.107 ULTIMATE BENEFICIAL OWNER - means (i) with respect to VGI: Liberty or
Tele-Communications, Inc. ("TCI"), or any acquiror of substantially all of the
common stock or assets of Liberty or TCI, or any successor to any of them by
merger or consolidation, (ii) with respect to Hallmark Sub: Hallmark or Hallmark
Cards, Incorporated, or any acquiror of substantially all of the common stock or
assets of Hallmark or Hallmark Cards, Incorporated, or any successor to any of
them by merger or consolidation, (iii) with respect to Henson Sub: Henson, or
any acquiror of substantially all of the common stock or assets of Henson or any
successor to either Henson or any such acquiror by merger or consolidation and
(iv) with respect to VMC: NICC or any acquiror of substantially all of the
assets of NICC, or any successor to either NICC or any such acquiror by merger
or consolidation.

     2.108 UNPAID AMOUNT - has the meaning set forth in Section 10.4.3.

                                       13

<PAGE>   22


     2.109 VGI - Vision Group Incorporated, a Colorado corporation, and a
wholly-owned subsidiary of Liberty.

     2.110 VMC - VISN Management Corp., a Delaware corporation, and a
wholly owned subsidiary of NICC.

     2.111 VOTING POWER - Voting or similar control rights.

     2.112 YEARLY PREFERRED LIQUIDATION PAYMENT - has the meaning set forth in
Section 5.7.4.

                                   ARTICLE III
                               NATURE OF BUSINESS

     The Company's purpose is to develop, own and operate the Channel and, in
connection therewith, to produce, license, or otherwise acquire programming and
to exploit all of the rights in and of the Channel and in such programming in
all manners and for all purposes. The Company shall have the authority to do all
things necessary or convenient to accomplish its purposes and operate its
business as described in this Article III and to do anything incidental thereto.
The Company exists only for the purposes specified in this Article III and may
not conduct any other business without obtaining the unanimous approval of the
votes entitled to be cast by the Governance Committee representatives.

                                   ARTICLE IV
                             ACCOUNTING AND RECORDS

     4.1 RECORDS TO BE MAINTAINED - The Company shall maintain the following
records at the Principal Office:

         4.1.1 A current list of the full name and last known business address
of each Member, former Member and other holder of a Membership Interest;

         4.1.2 A copy of the Articles and all amendments thereto, together with
executed copies of any powers of attorney pursuant to which the Articles have
been executed;

         4.1.3 Copies of the Company's Federal, foreign, state and local income
tax returns and reports, if any, for the six most recent years;

                                       14

<PAGE>   23

         4.1.4 Copies of this Company Agreement including all amendments
thereto;

         4.1.5 Any financial statements of the Company for the six most recent
years;

         4.1.6 The general ledger and subsidiary ledgers of the Company; and

         4.1.7 Copies of the Budget for the current and past six fiscal years
and, if applicable, copies of any Roll-Over Budgets for such periods.

     4.2 REPORTS TO MEMBERS:

         4.2.1 The Company shall provide reports to the Members consisting of
the following:

               4.2.1.1 (i) monthly financial reports within 15 days after the
     end of each calendar month, (ii) quarterly financial reports within 30 days
     after the end of each calendar quarter, and (iii) an annual report, within
     seventy-five (75) days after the end of each of the Company's Fiscal Years,
     which describes the Company's activities during the Company's most recent
     Fiscal Year and which includes audited financial statements of the Company
     for such period, prepared in accordance with generally accepted accounting
     principles (such statements to include a balance sheet, income statement
     and statement of cash flows); and

         4.2.2 The Governance Committee shall provide all Members sufficiently
in advance of each Member's requirement to file its tax returns with (i) those
information returns required by the Code and the laws of any state and (ii)
information concerning the Company's income, gain, loss, deduction or credit
when relevant to reporting a Member's share of such items for Federal, state or
local tax purposes.

                                    ARTICLE V
                                     MEMBERS

     5.1 MEMBERS - The Members of the Company shall consist of the Initial
Members and such additional persons as shall be admitted to the Company as
Members in accordance with Article XII hereof. Exhibit A shall be amended from
time to time to reflect the admission of any Member or the removal, expulsion,
retirement or death of any Member, the receipt by the Company of notice of any
change of name or address

                                       15

<PAGE>   24

of a Member and any additional Capital Contributions.

     5.2 CLASSES - The Company shall have two classes of Membership Interests
which are entitled to the rights and privileges set forth in this Company
Agreement.

         5.2.1 The holder of a Preferred Interest shall be entitled to receive
the Yearly Preferred Liquidation Payment pursuant to Section 5.7.4 and/or the
Preferred Liquidation Preference pursuant to Section 5.7.3 or 5.7.4, as
applicable, or upon the liquidation of the Company. Except as may otherwise be
required by law, nothing contained in this Company Agreement shall confer upon
the holder of a Preferred Interest the right to vote on any matters relating to
the Company.

         5.2.2 Holders of Common Interests shall be entitled:

               (i) for any Fiscal Year ending on or after December 31, 2004, to
share in any distributions declared by the Company in accordance with Section
8.3 or upon a liquidation of the Company in accordance with Section 13.3
provided, however that the Company may make Tax Distributions to Members for any
Fiscal Year ending on or after the Effective Date; and

               (ii) to vote on matters relating to the Company.

     5.3 LIABILITY OF MEMBERS - The debts, obligations and liabilities of the
Company, whether arising in contract, tort or otherwise, shall be solely the
debts, obligations and liabilities of the Company and no Member of the Company
shall be obligated personally for any such debt, obligation or liability of
the Company solely by reason of being a Member, except as otherwise required by
law. The failure of the Company to observe any formalities or requirements
relating to the exercise of its powers or management of its business or affairs
under this Company Agreement or the Act shall not be grounds for imposing
personal liability on the Members for liabilities of the Company.

     5.4 INDEMNIFICATION

         5.4.1 The Company shall, to the fullest extent permitted by law,
indemnify, defend and hold harmless any Person (or the estate, heirs executor
or similar entity in respect of any Person) who was or is a party to, or is
threatened to be made a party to, a threatened, pending or completed action,
suit or proceeding, whether or not by or in the right of the Company, whether
civil, criminal, administrative, investigative or otherwise, by reason of the
fact that such Person is or was a Member or an affiliate

                                       16

<PAGE>   25

of a Member, an officer, employee or agent of the Company, a Member, an
affiliate of a Member, or was serving at the request of the Company as a
manager, director, officer, employee, agent or fiduciary of another
Organization, from and against any and all claims, liabilities, losses, damages,
costs or expenses (including attorneys' fees, judgments, fines and amounts paid
in settlement) ("LOSSES"), actually and reasonably incurred by such Person in
connection with such action, suit or proceeding unless such Losses were incurred
as a direct result of such Person's breach of this Company Agreement or such
Person's gross negligence, bad faith or willful misconduct. The Company may, to
the full extent permitted by law, purchase and maintain insurance on behalf of
any such Person against any liability which may be asserted against him or her.
Any expenses covered by the foregoing indemnification shall be paid by the
Company in advance of the final disposition of such action, suit or proceeding
upon receipt of an undertaking by or on behalf of the Persons seeking
indemnification to repay such amounts if it is ultimately determined that he or
she is not entitled to be indemnified. The indemnification provided herein shall
not be deemed to limit the right of the Company to indemnify any other Person
for any such expenses to the full extent permitted by law nor shall it be
deemed exclusive of any other rights to which any Person seeking indemnification
from the Company may be entitled under any agreement, vote of disinterested
representatives to the Governance Committee or otherwise, both as to action in
his, her or its official capacity and as to action in another capacity while
service as a Member, officer, or agent. Notwithstanding anything to the contrary
herein, this Section 5.4 shall not apply to any claim for Losses incurred under
the Purchase Agreement or the Contribution Agreement and all claims for Losses
thereunder must be made pursuant to the indemnity provisions of such agreements.

         5.4.2 If any Person (the "INDEMNITEE") receives notice of any claim,
assertion or other commencement of any action or proceeding or becomes aware of
any matter with respect to which the Company is obligated to provide
indemnification (the "INDEMNIFYING PARTY") pursuant to Section 5.4, the
Indemnitee shall promptly give the Indemnifying Party written notice thereof.
Failure to give such notice shall not affect a party's right to be indemnified
hereunder; provided, however, that the Indemnifying Party's liability hereunder
shall be limited to that which would have existed had prompt notice been given,
and the Indemnitee shall be solely responsible for, and shall indemnify the
Indemnifying Party from, such increased liability, if any, as shall have been
occasioned by its failure to provide the Indemnifying Party with prompt notice.
The Indemnifying Party shall defend, at such Indemnifying Party's own expense
and by such Indemnifying Party's own counsel, any such matter involving the
asserted liability of the Indemnitee. In such event, the Indemnitee, the
Indemnifying Party and the Indemnifying Party's counsel shall cooperate in the
compromise of, or defense against, any such asserted liability. The Indemnitee
may participate in the defense of such

                                       17

<PAGE>   26


asserted liability at its own expense; provided, however, that if the Indemnitee
elects not to participate in such defense, the Indemnifying Party shall keep the
Indemnitee fully appraised at all times as to the status of the defense or any
settlement negotiations with respect thereto. If the Indemnifying Party does not
notify the Indemnitee within thirty (30) days, or within such shorter
response period as is required to avoid prejudice to the ability to defend
against such claim, assertion, action or proceeding, after receipt of
Indemnitee's notice of an action or proceeding that the Indemnifying Party
intends to assume the defense of such claim, action, assertion or proceeding,
then the Indemnitee may defend such claim, action, assertion or proceeding at
the Indemnifying Party's sole expense. The Indemnifying Party shall have the
right to compromise any action or suit provided that it shall not effect a
settlement of any action or claim without the prior written consent of the
Indemnitee which consent shall not be unreasonably withheld and shall include an
unconditional release of the Indemnitee for any claim, action, assertion or
proceeding. If the Indemnifying Party is defending any claim, the Indemnitee
shall make available to the Indemnifying Party any books, records or other
documents within its control that are reasonably necessary or appropriate for
such defense.

         5.4.3 The officers of the Company shall be authorized, on behalf of the
Company to enter into indemnity agreements from time to time with any Person
entitled to be indemnified by the Company hereunder, upon such terms and
conditions as the Governance Committee deems appropriate in this business
judgment.

         5.4.4 The Company shall have the power to purchase and maintain
insurance on behalf of any Person who is or was an agent of the Company
against any liability asserted against such Person and incurred by such Person
in any such capacity, or arising out of such Person's status as an agent,
whether or not the Company would have the power to indemnify such Person against
such liability under the provisions of Section 5.4 or under applicable law.

     5.5 REPRESENTATIONS AND WARRANTIES - Each Member executing this Company
Agreement, hereby represents and warrants to the Company and each other Member
that: (a) the Member is an Organization that is duly organized, validly existing
and in good standing under the law of its state of organization and that it has
full organizational power to execute and agree to this Company Agreement and to
perform its obligations hereunder; (b) the Member is acquiring its interest in
the Company for the Member's own account as an investment and without an intent
to distribute the interest in violation of the Securities Act of 1933, as
amended, (the "ACT"); and (c) the Member acknowledges that the interests have
not been registered under the Securities Act of 1933, as amended or any state
securities laws, and may not be resold or transferred by the Member without
appropriate registration or the availability of an

                                       18

<PAGE>   27


exemption from such requirements.

     5.6 CONFLICTS OF INTEREST

         5.6.1 Members shall not use or possess any property or benefit of the
Company, other than for a Company purpose, without obtaining the unanimous
approval of the votes entitled to be cast by the Governance Committee
representatives.

         5.6.2 A Member does not violate a duty or obligation to the Company
merely because the Member's conduct furthers the Member's own interest. With the
approval of the Governance Committee in accordance with Section 6.2.2.10, a
Member may lend Money to and transact other business with the Company, but no
Member is obligated to loan any Money to, or incur any financial obligations for
the benefit of, the Company except as set forth herein. The rights and
obligations of a Member who lends Money to or transacts business with the
Company are the same as those of a person who is not a Member, subject to other
applicable law. No transaction with the Company shall be voidable solely because
a Member has a direct or indirect interest in the transaction if either the
transaction is (i) on terms no less favorable than would be available to the
Company from an unrelated third party and (ii) authorized, approved or ratified
by the Governance Committee, knowing the material facts of the transaction, in
accordance with Section 6.2.2.10 hereof

         5.6.3 Notwithstanding anything to the contrary contained herein, the
Members recognize that Affiliates of the Members have and anticipate having
substantial non-broadcast video distribution facilities and operations,
substantial investments in a number of cable programming networks and cable
systems, substantial interests in video programming development projects for
cable networks and new specialized programming ventures. In addition, the
Members recognize that such Affiliates may in the future have a number of other
interests in programing and distribution. The Members recognize that many of the
interests by their very nature must compete with each other. Because of these
interests, the Members recognize and agree that such Affiliates may undertake
activities that could be deemed to be in competition with the Company, whose
planned programming activities potentially cover extensive subjects. By virtue
of their investment in the Company, the Members intend to use reasonable efforts
to facilitate the Company's creation and acquisition of programming and other
activities, although the Members recognize and agree that such effort will not
be to the exclusion of effort by their respective Affiliates to facilitate other
similar and dissimilar businesses. Nothing in this Company Agreement or
otherwise will restrict the ability of Affiliates of the Members to establish,
acquire or retain an interest in any business that may be deemed to compete with
the Company.

                                       19

<PAGE>   28


Affiliates of the Members may engage in or possess interests in other businesses
or ventures of any nature or description or develop or market any products or
services without regard to whether such businesses, ventures, products or
services are or may be deemed to be competitive with the business of the
Company. In addition, Affiliates of the Members may do business with any client,
customer or supplier of the Company or employ or otherwise engage any former
officer or employee of the Company. Affiliates of the Members shall not be
obligated to present to the Company any particular investment or business
opportunity, regardless of whether such opportunity is of a character that the
Company could take advantage of if it were presented to the Company, but
instead, Affiliates of the Members will have the right to take such opportunity
for their own account. Affiliates of the Members shall not have any obligation,
or be liable to, the Company or the other Member for or arising out of the
conduct described in this Section 5.6.3, for breach of any fiduciary or other
duty to the Company or its Members by reason of such conduct or for exercising
its rights under any agreement between any of Affiliates of the Members and the
Company.

     5.7 TERMS OF THE PREFERRED INTEREST.

         5.7.1 Designation. Subject to any restrictions in the instruments
governing the Company's Credit Facility and any other outstanding indebtedness,
the holder of the Preferred Interest shall be entitled to receive the Preferred
Liquidation Preference, upon the terms and subject to the conditions set forth
therein and in this Section 5.7.

         5.7.2 Rank. The Preferred Interest shall, with respect to
distributions (other than Tax Distributions to the extent provided herein) and
distributions upon liquidation, winding-up and dissolution of the Company, rank
(i) senior to the Common Interests and to all other ownership units or equity
interests hereafter created by the Company, unless otherwise determined by the
unanimous vote of the Governance Committee representatives pursuant to this
Agreement and (ii) junior to all indebtedness of the Company, including the
Credit Facility.

         5.7.3 Optional Redemption of the Preferred Interest by the Company.
The Company shall have the right to redeem the Preferred Interest, at any time,
in whole (but not in part) for cash at 100% of the Preferred Liquidation
Preference on the date of redemption.

                                       20

<PAGE>   29


         5.7.4 Mandatory Redemption of the Preferred Interest

         If during any Fiscal Year ending after January 1, 2005, and on or prior
to December 31, 2009, the Company has Net Profits in excess of $10 million
and the Preferred Interest has not been redeemed pursuant to Section 5.7.3,
the Company will redeem the Preferred Interest in an amount equal to the lesser
of (i) such excess, (ii) $5 million and (iii) the amount equal to the Preferred
Liquidation Preference on the date of redemption (each, a "YEARLY PREFERRED
LIQUIDATION PAYMENT") within 60 days following the end of such Fiscal Year.

         Notwithstanding anything to the contrary contained herein, the Company
shall redeem the entire Preferred Interest at the Preferred Liquidation
Preference on the date of redemption by December 31, 2010. If, at such date,
funds are not legally available for the redemption of the entire Preferred
Interest, (i) the Preferred Interest will be redeemed in an amount equal to the
Preferred Liquidation Preference on the date of redemption before any other
distributions are paid to Members, as soon as funds are legally available and
(ii) until the Preferred Interest has been so redeemed in full, the Company will
not make any other distributions to its Members,

                                   ARTICLE VI
                        MANAGEMENT AND CONTROL OF COMPANY

     6.1 GOVERNANCE COMMITTEE

         6.1.1 The ordinary and usual decisions concerning the business affairs
of the Company shall be made exclusively by a governance committee (the "GOVER-
NANCE COMMITTEE"). The Governance Committee shall be comprised of eight persons,
initially consisting of two representatives appointed by each of the Members.
The initial representatives appointed by each of the Members are listed on
Exhibit A attached hereto. Unless otherwise agreed by the Governance Committee,
the representatives appointed to the Governance Committee shall include the
ultimate decision maker of, or such other Person who has authority to make
decisions at the time of any meeting of the Governance Committee convened in
accordance with Section 6.1.3 hereof on behalf of, the Member appointing such
representative. The representatives to the Governance Committee shall serve
until such representative's resignation, death, disability or until the
respective successors are named and elected by the Member with the right to
appoint such representative. No Person may be designated as the representative
of a Member unless such Person is an officer or full-time employee of (a) such
Member or (b) an entity controlling such Member, as the term "control" is
defined in 16 C.F.R. section 801.1(b). If a Member loses its right to appoint
two representatives

                                       21

<PAGE>   30


to the Governance Committee pursuant to Sections 7.2.2, 10.2 or 10.3.4, the size
of the Governance committee shall be reduced by two.

         6.1.2 Each Member may at any time remove either or both of its
Governance Committee representatives and appoint substitute representatives in
their stead by delivering written notice of such substitution to the other
Members. In the event any Member transfers its Common Interest (a "TRANSFERRING
MEMBER") to a Permitted Transferee that is admitted as a Substitute Member
pursuant to the terms of this Company Agreement subject to the restrictions set
forth in Sections 7.2.2, 10.2 and 10.3.4, the Substitute Member shall thereafter
have the right to designate both of the Transferring Member's representatives to
the Governance Committee. In the event a Transferring Member transfers its
entire Common Interest to another Member pursuant to Section 10.3.3 or 10.4, the
receiving Member shall thereafter have the right to designate both of the
Transferring Member's representatives on the Governance Committee in addition to
such receiving Member's representatives. In the event a Transferring Member
transfers its Common Interest pro rata to two or more remaining Members pursuant
to Section 10.4, the Transferring Member shall no longer have the right to
designate representatives on the Governance Committee and the Programming
Advisory Committee.

         6.1.3 Each Governance Committee representative shall have the authority
to act on behalf of and bind the Member that designated such representative with
regard to matters relating to the Company. The presence or participation of at
least one representative representing each Member shall constitute a quorum for
the taking of any action, provided, that all Members have received prior written
notice of such meeting in accordance with the notice requirements adopted by the
Governance Committee as provided in Section 6.1.3. The Governance Committee
representatives of each Member shall collectively have one vote in all actions
required or permitted to be taken by the Governance Committee. All actions taken
by the Governance Committee must be by the vote of the representatives of the
Governance Committee at a meeting at which a quorum of such representatives is
present. A Member shall vote only through its appointed representatives in
connection with any matter discussed and voted on at any such meeting of the
Governance Committee. No representative of the Governance Committee shall be
entitled to compensation from the Company for serving in such capacity.

         6.1.4 The Governance Committee shall meet with regard to the operation
of the business and the management of the Company and shall establish
requirements and adopt rules or meeting times, dates and places and requisite
notice procedures as it deems necessary. Any Member may call a special meeting
of the

                                       22
<PAGE>   31
Governance Committee for any purpose by giving the other Members at least ten
business days' notice thereof, except in the case of an emergency, in which
case, such notice as is practicable shall be sufficient. The Governance
Committee may meet by means of conference telephone call, and any representative
thereto may participate in any such meeting by conference telephone call.

     6.2 AUTHORITY TO BIND THE COMPANY - Only the Governance Committee and
agents of the Company authorized by the Governance Committee shall have the
authority to bind the Company. No Member who is not acting on behalf of the
Governance Committee or otherwise authorized as an agent shall take any action
to bind the Company, and each Member shall indemnify the Company for any costs
or damages incurred by the Company as a result of the unauthorized action of
such Member.

          6.2.1 Upon the approval of a majority of the votes entitled to be cast
by the Governance Committee representatives, the Governance Committee shall have
the authority to approve on behalf of the Company, or delegate decision-making
authority to qualified officers or executive committees of the Company, all
things necessary or convenient to carry out the business and affairs of the
Company other than the Major Decisions set forth in Section 6.2.2 hereof but
including, without limitation, the Business Plan (other than the Initial
Business Plan (the "INITIAL BUSINESS PLAN") which shall be approved by all
Members in accordance with Section 6.2.2 based upon the projections which are
attached hereto as Exhibit E (the "PROJECTIONS") and the Budget for the
Company's operations, (other than the Initial Budget (the "INITIAL BUDGET")
which shall be approved by all Members in accordance with Section 6.2.2 based
upon the Projections and any Roll-Over Budget in accordance with Section 6.5 of
this Company Agreement).

          6.2.2 Notwithstanding anything to the contrary contained herein,
approval of all of the votes entitled to be cast by the Governance Committee
representatives is necessary for the Governance Committee to approve, on behalf
of the Company, the following decisions (the "MAJOR DECISIONS"):

               6.2.2.1 Any change in the Company's purpose as set forth in
          Article III hereof or adoption of or change in, the Company's Mission
          Statement, Programming Philosophy or Standards and Practices;

               6.2.2.2 Any change in the NICC Reserved Time;

               6.2.2.3 Admitting an Additional Member as described in Article
          XII or accepting any Capital Contributions other than the Mandatory
          Capital Contributions;



                                       23
<PAGE>   32



               6.2.2.4 Creating or issuing any equity interests other than the
          Common Interests or the Preferred Interest, including any interest
          senior to the Preferred Interest, pursuant to Section 5.7.4 of this
          Company Agreement;

               6.2.2.5 Incurring debt by the Company (a) in an aggregate amount
          in excess of $50 million or (b) which restricts payments made in
          connection with the NICC Budget or payments made under the Hallmark
          Program License Agreement or the Henson Program License Agreement;

               6.2.2.6 Entering into any merger, consolidation or reorganization
          with respect to the Company or any of its subsidiaries;

               6.2.2.7 Transfer of all or substantially all of the assets of the
          Company, or of any assets in a single transaction or series of related
          transactions valued in excess of $500,000;

               6.2.2.8 The appointment of the initial chief executive officer of
          the Channel;

               6.2.2.9 Approving any amendment or change of the Company's
          governance documents including this Company Agreement;

               6.2.2.10 Approving any transaction whereby a Member or its
          Affiliates have a direct or indirect interest (economic or otherwise)
          in the outcome (other than the Company's purchase of any programs from
          any Member or Affiliate of any Member in the ordinary course of
          business) provided, that, for the purposes of any approval of a
          transaction where a Member or any of its Affiliates has a
          direct interest, such Member's representatives on the Governance
          Committee shall not vote and the unanimous approval of the votes
          entitled to be cast by the remaining disinterested Members'
          representatives on the Governance Committee shall be required; and

               6.2.2.11 Distributing the programming through any free broadcast
          or transmission medium.

               6.2.2.12 The dissolution, liquidation, filing of a voluntary
          petition in bankruptcy or seeking protection from the Company's
          creditors under other insolvency laws.




                                       24
<PAGE>   33
               6.2.2.13 Approving and adopting the Initial Budget and the
          Initial Business Plan.

     6.3 APPOINTMENT OF VICE PRESIDENT OF RELIGIOUS AFFAIRS - Notwithstanding
anything to the contrary contained herein, VMC shall have the right to appoint,
in its sole discretion after consultation with the other Members, a Vice
President of Religious Affairs who will be treated and paid on the level of
other Vice Presidents.

     6.4 ACTIONS OF THE GOVERNANCE COMMITTEE

          6.4.1 The Governance Committee and its authorized agents have the
power to bind the Company as provided in this Article VI.

          6.4.2 Notwithstanding anything to the contrary contained herein, for
the purpose of asserting and taking action with respect to an asserted breach
of, any proposed amendment of, or any other action on behalf of the Company
pursuant to any agreement between a Member or any Affiliate of such Member, on
the one hand, and the Company, on the other hand, such action shall be taken
solely by the unanimous approval of the votes entitled to be cast by the
disinterested Members' representatives on the Governance Committee.
Notwithstanding the foregoing, any actions brought pursuant to the Purchase
Agreement shall be governed solely by the Purchase Agreement.

          6.4.3 Except as otherwise approved by the Governance Committee in
accordance with Section 6.2.2.10, any transaction between the Company and a
Member or an Affiliate of any Member, other than the Transaction Documents,
shall be on terms and conditions that are no less favorable to the Company than
it could obtain in a transaction with an unrelated party.

     6.5 APPROVAL OF BUSINESS PLAN The Initial Members hereby agree on the
Initial Business Plan, covering the period from the date of this Company
Agreement until December 31, 2003, and the Initial Budget for the first Fiscal
Year. On or prior to the date which is sixty (60) days before the end of each
Fiscal Year, except that the first Fiscal Year following the Effective Date
shall be from the Effective Date to December 31, 1999, the Chief Executive
Officer of the Company shall present a revised business plan (the "BUSINESS
PLAN") for each of the four succeeding Fiscal Year and a budget (the "BUDGET")
for the following Fiscal Year. The Budget included in such revised Business Plan
for the next succeeding Fiscal Year, upon the approval of the Governance
Committee in accordance with Section 6.2 hereof, shall become the current



                                       25
<PAGE>   34

Budget for such Fiscal Year for the purposes of this Company Agreement. If the
Governance Committee does not approve a Budget for any Fiscal Year prior to the
commencement of such year, then the Budget for that Fiscal Year shall be the
Budget from the prior Fiscal Year (excluding the prior Fiscal Year's
extraordinary and nonrecurring items, but including any contractually obligated
or legally required commitments or expenditures of the current year in the
Business Plan), adjusted by increasing by five percent all fixed expenses
(together with any adjustment of all variable expenses in accordance with the
projected variances in their bases and contractual commitments in accordance
with their terms) (a "ROLL-OVER BUDGET"). Notwithstanding anything to the
contrary contained herein, during the term of this Company Agreement, the
Company shall maintain an annual production budgets for the NICC Programming
pursuant to Section 6.6 below.

     6.6 NICC BUDGET (a) The Company shall pay to NICC annually in equal
quarterly installments an amount equal to: the sum of (i) $3.5 million (the
"BASE NICC BUDGET") and (b) so long as VMC owns the Preferred Interest, $1.5
million multiplied by the ratio of the Preferred Liquidation Preference on the
date of Payment over $25 million (the "ADDITIONAL NICC BUDGET" and, together
with the Base NICC Budget, the "NICC BUDGET") which shall be used by NICC solely
for programming or programming related activities.

          (b) Each of the Base NICC Budget and the Additional NICC Budget shall
be increased annually on each anniversary of the Effective Date by an amount
that corresponds to actual increases in the United States consumer price index
(as published by the Bureau of Labor Statistics in the United States Department
of Labor) (the "CPI") from the previous anniversary. In the event the Preferred
Interest has not been redeemed in fall after December 31, 2004, the Additional
NICC Budget shall not be increased by the CPI but shall instead be increased
annually on each anniversary of the Effective Date thereafter by the amount, if
any, by which (i) the Preferred Liquidation Amount multiplied by the Prime Rate
plus 1% exceeds (ii) the Preferred Liquidation Amount multiplied by 6%.

     6.7 PROGRAMMING

          6.7.1 The ordinary and usual decisions concerning the programming of
the Company shall be made by the Head of Programming under the direction of the
President and Chief Executive Officer of the Company.

          6.7.2 All programming, advertising and other Channel announcements
shall comply with the Standards and Practices. All programming decisions shall
be




                                       26
<PAGE>   35

guided by the best interests of the Company in achieving its purposes and goals.
The Governance Committee shall direct the CEO and Head of Programming to make
certain that no willful, systematic or repeated failure by the Company to comply
with the Programming Philosophy and the Standards and Practices exists.

          6.7.3 The Programming Advisory Committee shall advise the CEO and the
Head of Programming with respect to a Program Schedule (the "PROGRAMMING
SCHEDULE") on or prior to the earlier of (a) the date which is sixty (60) days
before the end of each Fiscal Year and (b) a date which is sufficiently timely
to permit contemplation of the immediately following fall season.

     6.8 PROGRAMMING ADVISORY COMMITTEE

          6.8.1 The "PROGRAMMING ADVISORY COMMITTEE" shall be comprised of eight
persons, consisting of two representatives appointed by each of the Members. The
initial representatives appointed by each Member are listed on Exhibit A
attached hereto. The initial representatives of each Member are identified on
Exhibit A hereto. The representatives to the Programming Advisory Committee
shall serve until such representative's resignation, death, disability or until
the respective successors are named and elected by the Member originally
appointing such representative. If a Member loses its right to appoint two
representatives to the Programming Advisory Committee pursuant to Sections
7,2.2, 10.2.3 or 10.3.4, the size of the Programming Advisory Committee shall be
reduced by two,

          6.8.2 Each Member may at any time remove either or both of its
Programming Advisory Committee representatives and appoint substitute
representatives in their stead by delivering written notice of such substitution
to the other Members. In the event a Transferring Member transfers its
Membership Interest to a Permitted Transferee that is admitted as a Substitute
Member pursuant to the terms of this Company Agreement, subject to the
restrictions set forth in Sections 7.2.2, 10.2.3 and 10.3.4, the Substitute
Member shall thereafter have the right to designate both of the Transferring
Member's representatives to the Programming Advisory Committee. No
representative of the Programming Advisory Committee shall be entitled to
compensation from the Company for serving in such capacity.

          6.8.3 The Programming Advisory Committee shall meet with regard to
advising on the programming at the same regular meeting times, dates and places




                                       27

<PAGE>   36

established by the Governance Committee for Governance Committee regular
meetings.

          6.8.4 The Programming Advisory Committee will be responsible advising
and making recommendations to the CEO and Head of Programming with respect to
the Program Schedule and the implementation of the Company's Programming
Philosophy and the Channel's overall approach.

     6.9 NICC AND FAITH AND VALUES PROGRAMMING

          6.9.1 The Channel shall be obligated to broadcast (i) a minimum of 30
hours per week of NICC Programming and (ii) an additional 10 hours per week of
Faith and Values Programming. At least 60% of the NICC Programming will be
scheduled between 8:00 a.m. and 12:00 midnight Monday through Sunday (the "NICC
RESERVED TIME") in regularly scheduled time periods to be determined by the CEO
or such other officer designated by the CEO as the Head of Programming. The
Faith and Values Programming will be scheduled between 3:00 p.m. and 11:00 p.m.
Monday through Sunday (the "F&V RESERVED TIME") in regularly scheduled time
periods. Notwithstanding anything to the contrary contained herein, if NICC
cannot fill the NICC Reserved Time with NICC Programming, the CEO or such other
officer designated by the CEO as the Head of Programming shall have the right,
after consultation with the NICC, to fill such time.

          6.9.2 Notwithstanding anything to the contrary contained herein, NICC
shall have sole authority over the application of the funds pursuant to the NICC
Budget in developing the NICC Programming to be licensed to the Channel pursuant
to the NICC Program License Agreement. If NICC does not use all of any year's
budget, such unused amount shall be used for programming or programming related
activities as soon as reasonably practicable and the quarterly budget payments
provided for in Section 6.6 shall continue. NICC will own the NICC Programming
and, other than pursuant to its use of the NICC Budget in accordance with
Section 6.6 of this Company Agreement, will independently finance the NICC
Programming.

          6.9.3 The Company shall retain all advertising income and other
revenue derived from the exhibition on the Channel of the NICC Programming.
Notwithstanding anything to the contrary herein, any other revenues derived from
the exploitation of any rights in any programming to the extent not licensed to
the Company shall be for the account of the provider of such programming.

     6.10 COMPENSATION OF THE GOVERNANCE COMMITTEE AND PROGRAMMING ADVISORY
COMMITTEE - No Member nor any of its representatives to the Governance




                                       28
<PAGE>   37
Committee or the Programming Advisory Committee shall be entitled to any
compensation by reason of its performance of its duties pursuant to this Company
Agreement, unless otherwise determined by the Governance Committee. Members
shall bear the costs and expenses of such representatives incurred in connection
with the performance of their duties pursuant to this Company Agreement, unless
otherwise determined by the Governance Committee.

     6.11 STANDARD OF CARE - In discharging their duties, the representatives to
the Governance Committee and the Programming Advisory Committee shall be fully
protected in relying in good faith upon the records required to be maintained
under Article IV and upon such information, opinions, reports or statements by
any of the other Members or agents, or by any other Person, as to matters such
Persons reasonably believe are within such other Person's professional or expert
competence and who has been selected with reasonable care by or on behalf of the
Company, including information, opinions, reports or statements as to the value
and amount of the assets, liabilities, profits or losses of the Company or any
other facts pertinent to the existence and amount of assets from which
distributions to members might properly be paid.

     6.12 PART-TIME SUBSCRIBERS - Notwithstanding anything to the contrary
contained herein, each Member shall have the right, in its sole discretion after
consultation with the other Members, to elect to terminate the part-time
carriage of the Channel on a system operated by a Multiple System Operator
Customer if (i) the agreement with such Multiple System Operator Customer
allows such termination without penalties any more severe than those provided in
Section 4 of the Affiliation Agreement by and between the Company and Satellite
Services, Inc. dated as of the Effective Date and (ii) such Multiple System
Operator Customer also distributes programming on the same channel that (a) is
adults-only programming or has received, or had it been rated would have
received, an MPA "X" or "NC-17" rating or is, in whole or in part, obscene,
indecent or pornographic or (b) such Member reasonably believes, in the exercise
of good faith, could have an adverse effect on the reputation of the Channel or
its programming brands.

                                   ARTICLE VII
                       CONTRIBUTIONS AND CAPITAL ACCOUNTS

     7.1 MEMBERS' INITIAL CAPITAL CONTRIBUTION - As of the Effective Date, each
Member has contributed such assets and amounts as are set forth in Exhibit A
hereto as its share of the Initial Capital Contribution. The value of the
Capital Contributions shall be as set forth on Exhibit A. No interest shall
accrue on any Capital Contribution and no Member shall have the right to
withdraw or be repaid any Capital Contribution except as provided in this
Company Agreement.



                                       29

<PAGE>   38
     7.2 MANDATORY CAPITAL CONTRIBUTIONS

          7.2.1 Capital Contribution Amounts - Hallmark Sub and Henson Sub shall
each be required to make additional capital contributions ("MANDATORY CAPITAL
CONTRIBUTIONS") in the amounts and on the dates set forth on Exhibit G hereto,
provided, however, that the Chief Executive Officer shall have the right to call
upon both Henson Sub and Hallmark Sub, with not less than thirty (30) days
written notice, to contribute their March 31, 2000 Mandatory Capital
Contribution to the Company if such Chief Executive Officer determines in good
faith that such monies are required by the Company, at any time after January
1, 2000. The obligation to make such Mandatory Capital Contributions is
unconditional except that each of Hallmark Sub and Henson Sub shall not be
required to make its year 2000 Mandatory Capital Contribution until each of
Hallmark Entertainment Distribution Company and Henson have received the
respective programming license fees due it pursuant to the Hallmark Program
License Agreement or Henson Program License Agreement, as the case may be.

          7.2.2 Failure to Make Mandatory Capital Contributions - If either
Henson Sub or Hallmark Sub fails to make a Mandatory Capital Contribution under
this Company Agreement, after written notice and an opportunity to cure (which
opportunity to cure shall be set forth in such notice and shall provide a cure
period of not less than fourteen (14) days from the receipt of the notice (the
"DEFAULT DATE")), the Company may elect at its sole discretion, either of the
following remedies.

          (a) (x) such Member shall lose its right to appoint two
representatives to the Governance Committee and the Programming Advisory
Committee, (y) the defaulting Member's Sharing Ratio shall be decreased by an
amount equal to the product of its Sharing Ratio multiplied by a fraction, the
numerator of which is the amount of the defaulted Mandatory Capital Contribution
and the denominator of which is 50 million and (z) each of the non-defaulting
Member's Sharing Ratio shall be increased by an amount equal to the product of
such Member's Sharing Ratio multiplied by an amount equal to the difference
between the defaulting Member's original Sharing Ratio and its adjusted Sharing
Ratio; or

          (b) such Member shall be obligated to sell to the Company its entire
Common Interest for a purchase price equal to 75% of the lesser of (i) the fair
market value of such Member's Common Interest as determined by an appraisal
performed by an investment banking firm of recognized national standing selected
by the Company or (ii) the amount of such Member's Capital Account.

          In addition, the Company shall have the right for a period of six
months



                                       30

<PAGE>   39

from each Default Date to terminate the Hallmark Program License Agreement or
the Henson Program License Agreement, as applicable.

     7.3 CAPITAL ACCOUNTS

          7.3.1 A separate Capital Account will be maintained far each Member.
Each Member's original Capital Account shall equal the Member's Initial Capital
Contributions, as set forth in Exhibit A, disregarding any Mandatory Capital
Contributions until such contributions are actually made, provided that the
Capital Account of each of VMC and VGI shall be increased to reflect the fair
market value of the Company's assets as of the date hereof, as determined by
reference to the Initial Capital Contributions of Henson Sub and Hallmark Sub
(which, for this purpose, will include the Mandatory Capital Contributions). The
respective Capital Accounts of each Member will thereafter be increased by (1)
the amount of Money contributed by such Member to the Company; (2) the Gross
Asset Value of property contributed by such Member to the Company (net of
liabilities secured by such contributed property that the Company is considered
to assume or take subject to under section 752 of the Code); (3) allocations to
such Member of Net Profits; and (4) any items in the nature of income and gain
which are specially allocated to the Member pursuant to Sections 8.2.1, 8.2.2,
8.2.3, 8.2.4, 8.2.5 and/or 8.2.10. The Capital Account of each Member will be
decreased by (1) the amount of Money distributed to such Member by the Company;
(2) the Gross Asset Value of property distributed to such Member by the Company
(net of liabilities secured by such distributed property that such Member is
considered to assume or take subject to under section 752 of the Code); (3) any
items in the nature of deduction and loss that are specially allocated to the
Member pursuant to Sections 8.2.1, 8.2.2. 8.2.3, 8.2.4, 8.2.5 and/or 8.2.10;
and (4) allocations to the account of such Member of Net Losses.

          7.3.2 In the event of a Permitted Transfer of a Membership Interest in
the Company, the Capital Account of the transferor shall become the Capital
Account of the transferee to the extent it relates to the transferred Membership
Interest in accordance with section 1.704-1(b)(2)(iv) of the Regulations.

          7.3.3 The manner in which Capital Accounts are to be maintained
pursuant to this Section 7.3 is intended to comply with the requirements of
section 704(b) of the Code and the Regulations promulgated thereunder. If, in
the opinion of the Company's accountants, the manner in which Capital Accounts
are to be maintained pursuant to the preceding provisions of this Section 7.3
are required to be modified in order to comply with section 704(b) of the Code
and the Regulations thereunder, then notwithstanding anything to the contrary
contained in the preceding provisions of this




                                       31

<PAGE>   40
Section 7.3, the method in which Capital Accounts are maintained shall be so
modified to the minimum extent necessary to comply with the Code and the
Regulations; provided, however, that any change in the mariner of maintaining
Capital Accounts shall not materially alter the economic agreement between or
among the Members.

          7.3.4 As set forth in Exhibit A, VGI shall make an additional Capital
Contribution to the Company which shall be used to pay all amounts due and
payable to National Digital Television Center, Inc. (formerly known as Western
TeleCommunications, Inc.) ("NDTC") as of October 31, 1998 pursuant to the C-3
Satellite Transponder Service Agreement dated May 18, 1990, and the Service
Agreement dated December 21, 1990 (as amended by amendments dated as of February
19, 1991, July 29, 1991 and July 19, 1995), each by and between NDTC and the
Company (as successor in interest to VGI), as amended (the "Service
Agreements"). Any expenses attributable to the payment of amounts due to NDTC
pursuant to the Service Agreements shall be specifically allocated to VGI in
accordance with Section 8.1.4 of this Agreement.

     7.4 CAPITAL ACCOUNT DEFICIT - No Member shall be required to contribute any
additional capital to the Company to restore a deficit balance in such Member's
Capital Account upon liquidation of the Company pursuant to Section 13.3 or
otherwise.

     7.5 WITHDRAWAL OR REDUCTION OF MEMBERS' CONTRIBUTIONS.

          7.5.1 A Member shall not receive out of the Company's Property any
part of its Capital Account until all liabilities of the Company, except
liabilities to Members on account of their Capital Accounts, have been paid or
there remains Company Property sufficient to pay them.

          7.5.2 Upon withdrawal or liquidation, a Member, irrespective of the
nature of its Capital Contributions, has only the right to receive cash in
return for its Capital Account.

                                  ARTICLE VIII
              ALLOCATIONS AND DISTRIBUTIONS, ELECTIONS AND REPORTS

     8.1 ALLOCATIONS OF PROFITS AND LOSSES.

          8.1.1 The Net Profits of the Company for each fiscal year shall be
allocated as follows:




                                       32

<PAGE>   41
          First, to the Members who have Deficit Capital Accounts, in
          proportions to the respective amounts required to eliminate such
          Deficit Capital Accounts.

          Second, the balance, if any, 32 1/2% to VG1, and 22 1/2% to each of
          Hallmark Sub, Henson Sub, and VMC.

          8.1.2 The Net Losses of the Company for each fiscal year shall be
allocated as follows:

          First, an amount of Net Loss up to an amount equal to the respective
          Capital Contributions actually made by Hallmark Sub and Henson Sub in
          the following proportions: 50% to Hallmark Sub, and 50% to Henson Sub
          (if one of such Member's Capital Account is reduced to zero prior to
          that of the other Members, the amount otherwise allocated to such
          Member shall be allocated to the Member with a remaining positive
          Capital Account); and

          Second, any remaining Net Losses shall be allocated 32 1/2% to VG1,
          and 22 1/2% to each of Hallmark Sub, Henson Sub and VMC.

          8.1.3 Notwithstanding subparagraphs 8.1.1 and 8.1.2 of this Section
8.1, upon liquidation of the Company or upon sale of all or substantially all of
the Company's assets, items of income, gain, loss and deduction shall be
allocated in the following order:

          First, to VMC an amount so that the positive balance of its capital
          account is at least equal to the Preferred Liquidation Preference.

          Second, to VMC, VGI, Hallmark Sub, and Henson Sub amounts so that the
          balances of their respective Capital Accounts (less, in the case of
          VMC, the Preferred Liquidation Preference plus, in the case of each
          Member, all Tax Distributions received by such Member) are in the
          ratio of 32 1/2% for VGI, and 22 1/2% for each of VMC, Hallmark Sub
          and Henson Sub.




                                       33
<PAGE>   42

          Third, the balance 32 1/2% to VGI, and 22 1/2% to each of VMC,
          Hallmark Sub, and Henson Sub.

          For purposes of this Article VIII, "substantially all of the Company's
assets" shall mean operating assets of the Company having a fair market value
equal to or greater than 50% of aggregate fair market value of all the assets of
Company, determined at the time of the sale of such assets.

          8.1.4 Notwithstanding anything in this Company Agreement to the
contrary, any expenses attributable to the payment of amounts due and payable to
WTCI pursuant to the Service Agreements shall be specially allocated to VGI.

          8.1.5 Any modifications of the allocations of the Net Profits or Net
Losses of the Company upon the admission of any Additional Member to the Company
shall be determined by the unanimous approval of the votes entitled to be cast
by the Governance Committee representatives.

     8.2 SPECIAL ALLOCATIONS TO CAPITAL ACCOUNTS AND CERTAIN OTHER INCOME TAX
ALLOCATIONS, NOTWITHSTANDING SECTION 8.1 HEREOF:

          8.2.1 In the event any Member unexpectedly receives any adjustments,
allocations, or distributions described in sections 1.704-1(b)(2)(ii)(d)(4),
(5), or (6) of the Regulations, which create or increase a Deficit Capital
Account of such Member, then items of Company income and gain (consisting of
a pro rata portion of each item of Company income, including gross income, and
gain for such year and, if necessary, for subsequent years) shall be specially
allocated to such Member in an amount and manner sufficient to eliminate, to the
extent required by the Regulations, the Deficit Capital Account so created as
quickly as possible. It is the intent that this Section 8.2.1 be interpreted to
comply with the alternate test for economic effect set forth in section
1.704-1(b)(2)(ii)(d) of the Regulations.

          8.2.2 In the event any Member would have a Deficit Capital Account at
the end of any Company taxable year, the Capital Account of such Member shall be
specially credited with items of Membership income (including gross income) and
gain in the amount of such excess as quickly as possible.

          8.2.3 Notwithstanding any other provision of this Section 8.2, if
there is a net decrease in the Company's minimum gain as defined in either
Regulation section 1.704-2(d) or Regulation section 1.704-2(i)(4) during a
taxable year of the Company, then, the Capital Accounts of each Member shall be
allocated items of income



                                       34

<PAGE>   43


(including gross income) and gain for such year (and if necessary for subsequent
years) equal to that Member's share of the net decrease in Company minimum gain
as determined under Regulation section 1.704-2(g)(2). This Section 8.2.3 is
intended to comply with the minimum gain chargeback requirement of section
1.704-2(f) of the Regulations and shall be interpreted consistently therewith.
If in any taxable year that the Company has a net decrease in the Company's
minimum gain, if the minimum gain chargeback requirement would cause a
distortion in the economic arrangement among the Members and it is not expected
that the Company will have sufficient other income to correct that distortion,
the Governance Committee may in its discretion (and shall, if requested to do so
by a Member) seek to have the Internal Revenue Service waive the minimum gain
chargeback requirement in accordance with Regulation section 1.704-2(f)(4).

          8.2.4 Items of Company loss, deduction and expenditures described in
section 705(a)(2)(B) of the Code which are attributable to any nonrecourse debt
of the Company and are characterized as partner (Member) nonrecourse deductions
under section 1.704-2(i) of the Regulations shall be allocated to the Members'
Capital Accounts in accordance with section 1.704-2(i) of the Regulations.

          8.2.5 Beginning in the first taxable year in which there are
allocations of "nonrecourse deductions" (as described in section 1.704-2(b)
of the Regulations) such deductions shall be allocated to the Members in the
same manner as Net Profit or Net Loss is allocated for such period.

          8.2.6 In accordance with section 704(c)(1)(A) of the Code and section
1.704-1(b)(2)(i)(iv) of the Regulations, if a Member contributes property with a
Gross Asset Value that differs from its adjusted basis at the time of
contribution, income, gain, loss and deductions with respect to the property
shall, solely for Federal income tax purposes (and not for Capital Account
purposes), be allocated among the Members so as to take account of any variation
between the adjusted basis of such property to the Company and its fair market
value at the time of contribution in accordance with section 1.704-3(b) of the
Regulations. In accordance with section 1.704-1(b)(2)(iv)(f) and (g) of the
Regulations, if Company Property is properly reflected on the books of the
Company at a book value that differs from the adjusted tax basis of such
Property for Federal income tax purposes, depreciation, amortization and gain
or loss, as computed for Federal income tax purposes, with respect to such
Property, including "reverse" section 704(c) allocations, shall be determined so
as to take account of the variation between the adjusted tax basis of such
property to the Company and the book value of such Property in accordance with
section 1.704-3(b) of the Regulations.



                                       35

<PAGE>   44

          8.2.7 Pursuant to section 704(c)(1)(B) of the Code, if any contributed
property is distributed by the Company other than to the contributing Member
within seven years of being contributed, then, except as provided in section
704(c)(2) of the Code, the contributing Member shall, solely for Federal income
tax purposes (and not for Capital Account purposes), be treated as recognizing
gain or loss from the sale of such property in an amount equal to the gain or
loss that would have been allocated to such Member under section 704(c)(1)(A) of
the Code if the property had been sold at its fair market value at the time of
the distribution.

          8.2.8 All recapture of income tax deductions resulting from sale or
disposition of Company Property shall be allocated to the Member(s) to whom the
deduction that gave rise to such recapture was allocated hereunder to the extent
that such Member is allocated any gain from the sale or other disposition of
such property.

          8.2.9 Notwithstanding the foregoing, if, upon the final dissolution
and termination of the Company and after taking into account all allocations
of Net Income and Net Losses (and other tax items) under this Article VIII, the
distributions to be made in accordance with the positive Capital Account
balances would result in a distribution that would be different from a
distribution under Section 8.3 below, then gross items of income and gain (and
other tax items) for the taxable year of the final dissolution and termination
(and, to the extent permitted under section 761(c) of the Code, gross items of
income and gain (and other tax items) for the immediately preceding taxable
year) shall be allocated to the Members or Permitted Transferees to increase or
decrease Capital Account balances, as the case may be, so that the final
distribution will occur in the same manner as a distribution under Section 8.3
below.

          8.2.10 Any credit or charge to the Capital Accounts of the Members
pursuant to Sections 8.2.1, 8.2.2, 8.2.3, 8.2.4 and/or 8.2.5 hereof shall be
taken into account in computing subsequent allocations of Net Profits and Losses
pursuant to Section 8.1, so that the net amount of any items charged or credited
to Capital Accounts pursuant to Sections 8.1 and 8.2.1, 8.2.2, 8.2.3, 8.2.4
and/or 8.2.5 and shall to the extent possible, be equal to the net amount that
would have been allocated to the Capital Account of each Member pursuant to the
provisions of this Article VIII if the special allocations required by Sections
8.2.1, 8.2.2, 8.2.3, 8.2.4 and/or 8.2.5 hereof had not occurred.

     8.3 DISTRIBUTIONS - Except as provided in Section 8.4, in the case of Tax
Distributions (as defined below) for any Fiscal Year ending on or after the
Effective Date, and in the case of all other distributions for any Fiscal Year
ending on or after December 31, 2004, all Distributable Cash shall be
distributed as of the end of the




                                       36
<PAGE>   45

Company's Fiscal Year and Distributable Cash and other property may be
distributed at such other times as determined by the unanimous approval of the
votes entitled to be cast by the Governance Committee representatives. Except as
provided in Section 13.3, all distributions of Distributable Cash shall be
made to the Members in the following order of priority:

          First, not later than five Business Days after the Company's
          Schedule K-1 for its preceding Fiscal Year has been completed, an
          amount to each Member equal to its Federal, state and local income tax
          liability attributable to the net taxable income (determined on an
          annual basis) allocable to such Member in the Fiscal Year for which
          such Schedule K-1 is being filed, provided, however, that such
          distributions shall not be made with respect to any federal, state or
          local income tax liability attributable to net taxable income
          allocable to such Member for the Fiscal Year in which there is a
          liquidation of the Company or a sale of substantially all of the
          Company's assets and, provided, further, that with respect to net
          taxable income allocable to the Fiscal Year ending on or after
          December 31, 2010, such distribution shall be made only after the
          Preferred Liquidation Preference has been paid in full. Such liability
          shall be calculated assuming that each Member is subject to tax at the
          highest combined Federal, state and local income tax rates applicable
          to an individual subject to tax at the highest marginal rates (a "TAX
          DISTRIBUTION");

          Second, to VMC the full amount of the Preferred Liquidation Preference
          or alternatively, the Yearly Preferred Payment in the full amount of
          $5 million per year as set forth in Section 5.7 above and, the
          balance, if any, 32 1/2% to VGl, and 22 1/2% to each of Hallmark,
          Henson, and VMC.

     8.4 LIMITATION UPON DISTRIBUTIONS - No distribution shall be declared and
paid unless, after the distribution is made, the assets of the Company are in
excess of all liabilities of the Company, except liabilities to Members on
account of their Capital Contributions.

     8.5 ACCOUNTING PRINCIPLES - The profits and losses of the Company shall be
determined in accordance with accounting principles applied on a consistent
basis using





                                       37
<PAGE>   46

the accrual method of accounting.

                                   ARTICLE IX
                                      TAXES

     9.1 ELECTIONS - The Governance Committee may make any tax elections for the
Company allowed under the Code or the tax laws of any state or other
jurisdiction having taxing jurisdiction over the Company.

     9.2 TAXES OF TAXING JURISDICTIONS - All amounts withheld pursuant to the
Code or any provisions of any state or local tax law with respect to any
distribution to the Members shall be treated as amounts distributed to the
Members pursuant to Article VIII hereof for all purposes under this Company
Agreement. The Governance Committee may, where permitted by the rules of any
Taxing Jurisdiction, file a composite, combined, or aggregate tax return
reflecting the income of the Company and pay the tax, interest and penalties of
some or all of the Members on such income to the Taxing Jurisdiction, in which
case the Company shall inform the Members of the amount of such tax interest
and penalties so paid.

     9.3 TAX MATTERS PARTNER - Hallmark Sub shall be designated the tax matters
partner of the Company pursuant to section 623(1)(a)(7) of the Code. If Hallmark
Sub is no longer a Member or resigns as the tax matters partner, the Governance
Committee shall designate one Member as the tax matters partner. Any Member
designated as tax matters partner shall take such action as may be necessary to
cause each other Member to become a notice partner within the meaning of section
6223) of the Code. Any Member who is designated tax matters partner may not
take any action contemplated by sections 6222 through 6232 of the Code without
the consent of the other Members. Hallmark Sub or any successor tax matters
partner shall keep the Members apprised of any tax proceedings affecting the
Company and consult with the other Members regarding the filing of any material
tax elections not expressly addressed in the provisions of this Company
Agreement. In addition, it shall provide a copy of the Company Tax Return thirty
days prior to the filing of such return to the other Members, Hallmark Sub or
the successor tax matters partner shall have discretion regarding the elections
or the filing of tax returns, provided, however, that in preparing the tax
returns of the Company, the tax matters partner will make those tax elections
(or refrain from making those elections), and will only take reporting
positions, which are in the overall best interests of the Members as a group. In
determining the overall best interests of the Members, the tax matters partner
will assume that all Members are subject to tax at the highest combined Federal.
state and local income tax rates applicable to an individual subject to tax at
the highest marginal rates. Hallmark Sub or the successor tax matters



                                       38

<PAGE>   47
partner shall comply with all provisions of the Company Agreement with respect
to taxes in the performance of its duties as tax matters partner. Hallmark Sub
or the successor tax matters partner will not be liable to any other Member for
any act or omission associated with its role as tax matters partner except to
the extent that any action it takes or fails to take is in violation of this
Agreement or constitutes gross negligence, fraud or a willful violation of law.
Any reasonable cost or expense incurred by the tax matters partner in connection
with its duties, including the preparation for or pursuance of administrative
or judicial proceedings and the preparation of income tax returns, shall be paid
by the Company. Notwithstanding the above, the calculation of the increase to
the Capital Account of each of VMC and VGI to reflect the fair market value of
the Company's assets, as set forth in Section 7.3.1 of this Company Agreement,
shall be subject to the review and consent of VMC and VGI, which consent shall
not be unreasonably withheld.

                                    ARTICLE X
                        TRANSFER OF MEMBERSHIP INTERESTS

     10.1 GENERAL

          10.1.1 PREFERRED INTEREST - Prior to the fifth anniversary of the
Effective Date, no Member may Transfer all or any part of its Preferred Interest
other than in connection with its Transfer of all of its Common Interests, by
way of a Permitted Transfer in accordance with Section 10.3; provided, however,
that (i) a Preferred Interest may be Transferred in whole (but not in part)
separate from the Common Interest upon the unanimous consent of the votes
entitled to be cast by the Governance Committee representatives, which consent
shall not be unreasonably withheld or delayed, provided that the proceeds of any
such Transfer shall be used solely to fund NICC Programming and activities
related thereto and (ii) a Member may pledge all or any part of its Preferred
Interest apart from its Common Interest without the consent of the Governance
Committee as provided in Section 10.3.4. Each Member hereby acknowledges the
reasonableness of the restrictions on the Transfer of the Preferred Interest
imposed by this Company Agreement in view of the Company's purposes and the
relationship of the Members. Accordingly, the restrictions on Transfer contained
herein shall be specially enforceable.

          10.1.2 COMMON INTERESTS - Notwithstanding anything to the contrary
contained herein, except as specifically provided by this Article X, no Member
may, directly or indirectly, Transfer any part of its Common Interest other than
by way of a Permitted Transfer or any Change of Control or other Transfer of any
Ultimate Beneficial Owner. Each Member hereby acknowledges the reasonableness
of the


                                       39


<PAGE>   48
restrictions on Transfer of the Common Interests imposed by this Company
Agreement in view of the Company's purposes and the relationship of the Members.
Accordingly, the restrictions on Transfer contained herein shall be specifically
enforceable.

     10.2 CHANGE OF CONTROL - Upon a Change of Control of any Member, such
Member shall no longer be entitled to representation on either the Governance
Committee or the Programming Advisory Committee; provided that for the purposes
of the Hallmark Program License Agreement and the Henson Program License
Agreement, such Member shall still be deemed to own its Membership Interests,

     10.3 PERMITTED TRANSFERS - Notwithstanding anything to the contrary
contained herein, the following transfers of Membership Interests shall be
permitted ("PERMITTED TRANSFERS") and the Permitted Transferee of a Membership
Interest shall have the same rights as the Transferring Member had in respect
thereof under this Company Agreement except as otherwise provided herein;

          10.3.1 Transfers After Five Years - At any time after the fifth
anniversary of the Effective Date, the Members may Transfer all, but not less
than all, of their Common Interest, provided such Transfer is otherwise in
compliance with Section 10.4 of this Company Agreement.

          10.3.2 Transfers to Affiliates - A Member may Transfer all or part of
its Membership Interest, directly or indirectly, to an Affiliate of such Member.

          10.3.3 Transfers between Members - Each Member may Transfer all, but
not less than all, of its Membership Interests, directly or indirectly, to
another Member or to an Affiliate of another Member.

          10.3.4 Pledging - A Member may Transfer, by way of a bona fide pledge,
all or any part of its Preferred Interest or Common Interests to any Bank as
collateral for a loan from such Bank, and upon foreclosure upon such loan,
without any further action of the Members, such Bank shall be deemed to be a
Substitute Member hereunder in respect of that portion of the Preferred Interest
or Common Interest foreclosed upon; provided, however, that such Bank shall not
be entitled to representation on the Governance Committee or the Programming
Advisory Committee.

          10.3.5 Transfers between VMC and a NICC successor - VMC may Transfer
all, but not less than all, of its Membership Interest to any successor entity
of NICC as long as such entity is a broadly-based multi-denominational religious
coalition.




                                       40
<PAGE>   49


     10.4 RIGHT OF FIRST OFFER - At any time after the fifth anniversary of the
Effective Date, a Member (the "OFFERING MEMBER") may offer to Transfer to any
Person who is not an Affiliate of such Member all of the Common Interest of the
Offering Member (the "OFFERED INTEREST") in a bonafide, arm's-length sale
transaction (a "THIRD-PARTY SALE"), subject to the right of first offer set
forth in this Section 10.4;

          10.4.1 Priority consummating any Third-Party Sale, an Offering Member
shall deliver to each other Member (the "OFFEREES") a written notice (an "OFFER
NOTICE") specifying (i) the aggregate amount of consideration (the "OFFER
PRICE") for which such Offering Member proposes to Transfer the Offered Interest
in such proposed Third-Party Sale, (ii) the identity of the purchaser in such
proposed-Third Party Sale, and (iii) all other material terms of such proposed
Third-Party Sale.

          10.4.2 Each Offeree shall have thirty (30) days following the delivery
of the Offer Notice (the "ROFO ACCEPTANCE PERIOD") in which to accept its pro
rata share of the Offered Interest (proportionate to each Offeree's Sharing
Ratio). Such acceptance shall be by delivery of a written notice (an "INITIAL
ACCEPTANCE NOTICE") to such Offering Member. If any Offeree does not accept
its pro rata share of the Offered Interest, the Offering Member shall deliver to
the Offer who delivered Initial Acceptance Notices a written notice (a
"SECOND OFFER NOTICE") specifying the portion of the Offered Interest that was
not accepted during the ROFO Acceptance Period. Such Offerees shall have (30)
days following the delivery of the Second Offer Notice (the "SECOND ROFO
ACCEPTANCE PERIOD") in which to accept the entire Offered Interest. Such
acceptance shall be by delivery of a written notice (a "SECOND ACCEPTANCE
NOTICE" and, together with the Initial Acceptance Notice, an "ACCEPTANCE
NOTICE") to such Offering Member. If the Offerees, individually or in the
aggregate, deliver Acceptance Notices within the ROFO Acceptance Period or the
Second ROFO Acceptance Period, as applicable, accepting all (and not less than
all) of the Offered Interest, the Offering Member will Transfer the Offered
Interest to such electing Offeree(s) (the "PURCHASING MEMBERS") in their
proportionate shares in accordance with the Acceptance Notice(s) and the terms
and conditions set forth in Sections 10.4.3 and 10.4.4 below, provided, that if
two Offerees deliver Second Acceptance Notices, the pro rata share of the
non-accepting Offeree shall be allocated pro rata to each such Offeree
(proportionate to its Sharing Ratio).

          10.4.3 If an Acceptance Notice is timely given, the Purchasing
Member(s) and the Offering Member shall schedule a closing to be held on or
before (i) the later of 180 calendar days after delivery of the latest
Acceptance Notice to the Offering Member, or (ii) if HSR or other regulatory
requirements are applicable to the Transaction, then within 10 calendar days
after the expiration or early termination of the




                                       41

<PAGE>   50

HSR waiting period or the completion of other applicable regulatory proceedings.
The parties agree to cooperate with each other in filing all necessary notices
and related materials to comply with the provisions of HSR or other regulatory
requirements, if applicable. At such closing, the parties shall execute
appropriate documents to effectuate such sale, and the Offering Member shall
represent and warrant in writing that the Offering Member is the owner and
holder of the Offered Interest, free and clear of all claims, liens, options,
charges, encumbrances or rights of others and that the Offering Member is the
record and beneficial owner of the Offered Interest and has the full right,
power and authority to convey the Offered Interest to the Purchasing Members.

          10.4.4 The Purchasing Members shall pay to the Offering Member at the
closing the price for the Offered Member's Offered Interest by delivery of
same-day funds; provided, however, that any Purchasing Member may elect to pay
up to 50% of the purchase price by delivery of common stock of such Member (or
its parent company having the largest equity market capitalization) having an
equivalent market value, but only if (a) such stock is traded on a national
securities exchange (including the NASDAQ National Market System), (b) such
stock is either registered for resale or otherwise freely transferable without
registration or has mutually agreeable registration rights and (c) the aggregate
market value of such stock held by non-affiliates of such Member is equal to or
greater than $2 billion. If a Purchasing Member elects to make a partial payment
of the purchase price by delivery or such common stock, such Member shall
arrange for the sale of the common stock as soon as reasonably practicable but
in any event within 90 days to or through an investment banking firm of
recognized national standing selected by such Member and will pay in cash to the
Offering Member out of the proceeds of such sale, the amount of the purchase
price payable by it and not previously paid in cash (the "UNPAID AMOUNT"). If
the proceeds of such sale are less than the Unpaid Amount, then such Member
shall pay to the Offering Member an amount equal to the Unpaid Amount (and any
additional cash paid to such Purchasing Member shall, for all tax purposes, be
treated as an adjustment to the purchase price). If the proceeds of such sale
are more than the Unpaid Amount, then such Member shall pay to the Offering
Member an amount equal to the Unpaid Amount plus 50% of any such excess. In
addition, the Purchasing Member shall be responsible for all costs, fees and
expenses (including without limitation commissions, charges, and fees and
expenses of any brokers, attorneys and other advisors and any transfer taxes
associated with the issuance of the common stock in lieu of cash) incurred or
suffered by such Purchasing Member or the Offering Member, in connection with
the Purchasing Member's use of common stock as payment in lieu of cash, such
that the amount received by the Offering Member shall be equal to the amount
that the Offering Member would have received (net of any taxes that would have
been applicable thereon) had



                                       42
<PAGE>   51

such Purchasing Member paid the entire amount of the purchase price payable by
cash.

          10.4.5 If the Offerees, individually or in the aggregate, do not
accept the total Offered Interest, then the Offering Member may transfer the
Offered Interest in a Third-Party Sale on terms and conditions no more favorable
to the unaffiliated third party purchaser than those contained in the Offer;
provided, however, that if such transfer is not consummated within 120 days of
the date on which the Offering Member first becomes entitled to effect such
transfer, then any subsequent transfer by the Offering Member shall again become
subject to the Offerees' right of first offer set forth in this Section 10.4.

          10.4.6 The permitted Transfers set forth in Sections 10.3.2 through
10.3.5 of this Company Agreement shall not be subject to the right of first
offer set forth in this Section 10.4.

     10.5 REQUIREMENTS OF TRANSFER - In addition to the other requirements
hereunder, no transfer of a Membership Interest in the Company shall be
effective unless and until (a) the Company and the non-Transferring Members have
received written notice (including the name and address of the proposed
transferee of donee and the date of such transfer) of such transfer; (b) the
Company has received an opinion of counsel satisfactory to the Governance
Committee that such assignment is subject to an effective registration under, or
exempt from the registration requirements of, the applicable state and Federal
securities laws; and (c) the Company has received from the transferee the
information and agreements that the Governance Committee may reasonably require,
including but not limited to any taxpayer identification number and any
agreement that may be required by any Taxing Jurisdiction.

     10.6 TRANSFERS NOT IN COMPLIANCE WITH THIS ARTICLE VOID - Any attempted
Transfer of a Membership Interest, or any part thereof, not in compliance with
this Article X shall be, and is declared to be, null and void ab initio.

                                   ARTICLE XI
                            DISSOCIATION OF A MEMBER

     11.1 DISSOCIATION - A Person shall cease to be a Member upon the happening
of the Member's becoming a Bankrupt Member.

                                   ARTICLE XII
                         ADMISSION OF ADDITIONAL MEMBERS


                                       43

<PAGE>   52

     12.1 ADMISSION OF SUBSTITUTE MEMBERS - Subject the provisions; of Article
X hereof, an assignee of all of the Common Interests of an Initial Member shall
be admitted as a Substitute Member and have all the rights and powers and be
subject to all the restrictions and liabilities of the Member originally holding
the Common Membership Interests.

     12.2 ADMISSION OF ADDITIONAL MEMBERS - An Additional Member shall be
admitted as a Member and have all the rights and powers and be subject to all
the restrictions and liabilities pursuant to this Company Agreement upon
unanimous approval of the votes entitled to be cast by the Governance Committee
representatives pursuant to Section 6.2 hereof.

                                  ARTICLE XIII
                           DISSOLUTION AND WINDING UP

     13.1 DISSOLUTION - The Company shall be dissolved and its affairs wound
up upon the first to occur of the following events:

          13.1.1 written document indicating the unanimous written consent of
all of the votes entitled to be cast by the Governance Committee
representatives; and

          13.1.2 the entry of a decree of dissolution pursuant to Section 18-802
of the Act.

     13.2 EFFECT OF DISSOLUTION - Upon dissolution, the Company shall cease
carrying on its business except insofar as may be necessary to complete the
winding up of the affairs of the Company, but its separate existence shall
continue until the Certificate of Dissolution has been issued by the Delaware
Secretary of State.

     13.3 DISTRIBUTION OF ASSETS ON DISSOLUTION - Upon the winding up of the
Company, the Company Property shall be distributed as follows:

          13.3.0.1 to creditors, including Members who are creditors, to the
extent permitted by law, in satisfaction of Company Liabilities; and

          13.3.0.2 to VMC, the Preferred Liquidation Preference

          13.3.0.3 to all Members in accordance with positive Capital Account
balances taking into account all allocations under Article VIII and Capital
Account adjustments for the Company's taxable year in which the


                                       44
<PAGE>   53
liquidation occurs.

          13.3.1 Liquidation proceeds shall be paid by the end of the Company's
taxable year or, if later, within 90 days after the date of liquidation. Such
distributions shall be in cash or Property or partly in both, as determined by
the Governance Committee.

     13.4 WINDING UP AND CERTIFICATE OF DISSOLUTION - The winding up of the
Company shall be completed when all debts, liabilities and obligations of the
Company have been paid and discharged or reasonably adequate provision therefor
has been made and all of the remaining property and assets of the Company have
been distributed to the Members. Upon the Completion of winding up of the
Company, a certificate of dissolution shall be delivered to the Secretary of
State for filing. The certificate of dissolution shall set forth the information
required by the Act.

                                   ARTICLE XIV
                                    AMENDMENT

     14.1 COMPANY AGREEMENT MAY BE MODIFIED - This Company Agreement may be
modified as provided in this Article XIV (as the same may, from time to time be
amended). No Member shall have any vested rights in this Company Agreement
which may not be modified through an amendment to this Company Agreement.

     14.2 AMENDMENT OR MODIFICATION OF COMPANY AGREEMENT - This Company
Agreement may be amended or modified from time to time only by a written
instrument executed by the representatives of the Governance Committee
representing 100% of the votes entitled to be cast by the Governance Committee
representatives.

                                     ARTICLE XV
                              MISCELLANEOUS PROVISIONS

     15.1 ENTIRE AGREEMENT - This Company Agreement represents the entire
agreement among all the Members and between the Members and the Company.

     15.2 NO PARTNERSHIP INTENDED FOR NONTAX PURPOSES - The Members have formed
the Company under the Act and expressly do not intend hereby to form a
partnership under either the Delaware Uniform Partnership Act nor the Delaware
Uniform Limited Partnership Act. The Members do not intend to be partners one to
another, or partners as to any third party. To the extent any Member, by word or
action, represents to another Person that any other Member is a partner or that
the Company is



                                       45
<PAGE>   54

a partnership, the Member making such wrongful representation shall be liable
to any other Member who incurs personal liability by reason of such wrongful
representation.

     15.3 RIGHTS OF CREDITORS AND THIRD PARTIES UNDER COMPANY AGREEMENT - This
Company Agreement is entered into among the Company and the Members for the
exclusive benefit of the Company, its Members and their successors and
assignees. This Company Agreement is expressly not intended for the benefit of
any creditor of the Company or any other Person (other than Indemnitees pursuant
to Section 5.4). Except and only to the extent provided by applicable statute,
no such creditor or third party shall have any rights under this Company
Agreement (other than Indemnitees pursuant to Section 5.4) or any agreement
between the Company and any Member with respect to any Capital Contribution or
otherwise.

     15.4 CONFIDENTIALITY - Each of the Members acknowledges that, in their
capacity as such, they will have access to trade secrets and confidential
information of the Company (collectively, the "INFORMATION"), and they each
agree that such Information belongs exclusively to the Company. The Information
shall include any information which is or has been disclosed to a Member, or of
which such Member became aware as a consequence of or through its status as a
Member of the Company, which has value to the Company, is not generally known by
the public or the Membership's competitors and which is treated by the Company
as confidential, whether or not such material or information is marked
"confidential," including, but not limited to, information concerning: (a)
existing and proposed programming concepts and marketing techniques; (b)
existing or potential distributors of such programming and relationships with
the Company's advertisers and key contacts; (c) the business or operations of
the Company; or (d) the sales methodology, products, methods, price lists,
contract terms, pricing strategy, quoting procedures and financing of the
Company; provided, however, that this obligation shall not apply to any
information (and, as used in this Company Agreement, the term Information shall
not include any information) that is: (1) ascertainable from public or published
information or trade sources (provided such information has not been made public
from any act or omission of the disclosing Member), (ii) required to be
disclosed by law, rule, regulation or court order; or (iii) is already known to
such Member prior to disclosure in accordance with this Company Agreement or is
independently developed by such Member. Each Member acknowledges and agrees that
the Information is a unique asset of the Membership which is of a confidential
nature and has significant value and that the disclosure of all or any part of
the Information to third Persons may be damaging to the Company. Each Member
agrees that, during the term of the Company, it will keep confidential and not
directly or indirectly divulge, furnish or make accessible to anyone any of the
Information, unless (i) the Governance Committee determines that such disclosure
would be in the




                                       46
<PAGE>   55



best interest of the Company; (ii) such disclosure is necessary in order for
such Member to enforce its rights or perform its obligations under this Company
Agreement, (iii) such disclosure is required by law, rule, regulation or court
order or by rule of any stock exchange or similar entity listing the securities
of an Affiliate of such Member, or (iv) such disclosure is to financial
representatives, counsel, accountants or business advisors of such Member or to
a prospective acquiror of such Member's or any of its parent's business or
assets, provided, that such Persons agree to be bound by a similar, appropriate
confidentiality agreement.

     15.5 PUBLIC ANNOUNCEMENTS - No Members shall issue any press release or
otherwise make any public statements with respect to the Company without the
prior consent of all of the votes entitled to be cast by the Governance
Committee representatives, which consent shall not be unreasonably withheld;
provided, however, that a Member may, without such prior consent, issue such
press release or make such public statement as may be required by law or any
listing agreement to which such Member (or any parent of such Member) is a party
with a national securities exchange if such Member has used all reasonable
efforts to obtain such consent but has been unable to do so in a timely manner.

     15.6 AGREEMENT, EFFECT OF INCONSISTENCIES WITH ACT - For and in
consideration of the mutual covenants herein contained and for other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the Members executing this Company Agreement hereby agree to the
terms and conditions of this Company Agreement, as it may from time to time be
amended according to its terms. It is the express intention of the Members that
this Company Agreement shall be the sole source of agreement of the parties,
and, except to the extent a provision of this Company Agreement expressly
incorporates Federal income tax rules by reference to sections of the Code or
Regulations or is expressly prohibited or ineffective under the Act, this
Company Agreement shall govern, even when inconsistent with, or different than
the provisions of the Act or any other law or rule. To the extent any provision
of this Company Agreement is prohibited or ineffective under the Act, this
Company Agreement shall be considered amended to the smallest degree possible in
order to make the Agreement effective under the Act. In the event the Act is
subsequently amended or interpreted in such a way to make any provision of this
Company Agreement that was formerly invalid valid, such provision shall be
considered to be valid from the Effective Date of such interpretation or
amendment. The Members hereby agree that each Member shall be entitled to rely
on the provisions of this Company Agreement, and no Member shall be liable to
the Company or to any other Member for any action or refusal to act taken in
good faith reliance on the terms of this Company Agreement. The Members and the
Company hereby agree that the duties and



                                       47
<PAGE>   56


obligations imposed on the Members of the Company as such shall be those set
forth in this Company Agreement, which is intended to govern the relationship
among the Company and the Members, notwithstanding any provision of the Act or
common law to the contrary.

     15.7 NOTICE

          15.7.1 Any notice to any Member shall be at the address of such Member
set forth in Exhibit A hereto or such other mailing address of which such Member
shall advise the Company in writing. Any notice to the Company shall be at the
Principal Office of the Company as set forth in Section 1.6 hereof or such
other address as amended by the Governance Committee, upon due notice to each
Member in accordance with this Section 15.7.

          15.7.2 Any notice hereunder shall be in writing and shall be deemed to
have been duly given if personally delivered, sent by overnight courier or sent
by United States mail, or by facsimile transmission, and will be deemed
received, unless earlier received, (i) if sent by certified or registered mail,
return receipt requested, when actually received, (ii) if sent by overnight
courier, when actually received, (iii) if sent by facsimile transmission, on the
date sent, and (iv) if delivered by hand, on the date of receipt.

     15.8 LEGEND Any and all membership certificates currently held or
subsequently acquired representing Membership Interests subject to the
provisions hereof will bear the following legend on each of their respective
reverse sides:

     "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
     UNDER THE SECURITIES ACT OF 1933, AS AMENDED, NOR REGISTERED NOR QUALIFIED
     UNDER ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE OFFERED FOR
     SALE, SOLD, DELIVERED AFTER SALE, TRANSFERRED, PLEDGED, OR HYPOTHECATED
     UNLESS QUALIFIED AND REGISTERED UNDER APPLICABLE STATE AND FEDERAL
     SECURITIES LAWS OR UNLESS, IN THE OPINION OF COUNSEL SATISFACTORY TO THE
     COMPANY, SUCH QUALIFICATION AND REGISTRATION IS NOT REQUIRED. ANY TRANSFER
     OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS FURTHER SUBJECT TO
     OTHER RESTRICTIONS, TERMS AND CONDITIONS WHICH ARE SET FORTH HEREIN."




                                       48
<PAGE>   57

     15.9 INTERPRETATION. The Table of Contents and headings contained in this
Company Agreement are for reference purposes only and shall not affect in any
way the meaning or interpretation of this Company Agreement. Whenever the words
"include," "includes," or "including" are used in this Company Agreement,
they shall be deemed to be followed by the words "without limitation".

     15.10 BINDING EFFECT. Subject to the provisions of this Company Agreement
relating to transferability, this Company Agreement shall be binding upon and
inure to the benefit of the Members, and their respective successors and
assigns.

     15.11 SEVERABILITY. If any provision of this Company Agreement or the
application of any such provision to any Person or circumstance shall be held
invalid, the remainder of this Company Agreement or the application of such
provision to Persons or circumstances other than those to which it is held
invalid shall not be affected thereby.

     15.12 MULTIPLE COUNTERPARTS. This Company Agreement may be executed in one
or more counterparts, each of which shall be deemed an original, with the same
effect as if signatures thereto and hereto were upon the same instrument.

     15.13 REMEDIES CUMULATIVE. The remedies under this Company Agreement are
cumulative and shall not exclude any other remedies to which any Person may be
lawfully entitled.

     15.14 WAIVER. Any waiver, or claimed waiver, sought to be enforced against
a Member shall not be effective unless contained in a signed writing made by
such Member.

     15.15 ACKNOWLEDGMENT. The Members hereby expressly acknowledge that
payments to be made to VMC in respect of the Preferred Interest pursuant to
Section 5.7 may be made directly to any party to which VMC owes amounts pursuant
to the indemnification provisions of the Purchase Agreement or the Contribution
Agreement.


                                   * * * * *


                                       49
<PAGE>   58

                                   CERTIFICATE

     The undersigned hereby agree, acknowledge and certify that the foregoing
Company Agreement constitutes the Amended and Restated Company Agree of Odyssey
Holdings, L.L.C. adopted by the Members of the Company November 13, 1998.



                                           MEMBERS:

                                           VISION GROUP INCORPORATED

                                           By: /s/ DAVID B. KOFF
                                              --------------------------------
                                              Name: David B. Koff
                                              Title: Senior Vice President

                                           VISN MANAGEMENT CORP.

                                           By: /s/ WILFORD V. BANE, JR.
                                              --------------------------------
                                              Name:  Wilford V. Bane, Jr.
                                              Title: President VMC

                                           HEN DOMESTIC HOLDINGS, INC.

                                           By: /s/ WILLIAM J. ALIBER
                                              --------------------------------
                                              Name: William J. Aliber
                                              Title: Vice President

                                           HENSON CABLE NETWORKS, INC.

                                           By: /s/ CHARLES RIVKIN
                                              --------------------------------
                                              Name:  Charles Rivkin
                                              Title: Co-President and Chief
                                                     Operating Officer