<PAGE>

                                                                     Exhibit 4.2


                   _________________________________________

                    NON-PRINCIPAL SHARE PURCHASE AGREEMENT
                  ___________________________________________


                                 By and Among


                              JAMES BEVERIDGE (1)
                             HOWARD WATERFALL (2)
                            CHRISTIAN FERNANDEZ (3)
                                NOAH HARRIS (4)
                              NICHOLAS BRIGGS (5)
                              WAYNE THORNHILL (6)
                               ANDREW FEARON (7)
                        SKY NEW MEDIA VENTURES PLC (8)
                         HSBC INVESTMENT BANK PLC (9)
        CAZENOVE NEW EUROPE ACCESS FUND NO. 1 LIMITED PARTNERSHIP (10)
        CAZENOVE NEW EUROPE ACCESS FUND NO. 2 LIMITED PARTNERSHIP (11)
                               OPENTV CORP. (12)


                           DATED as of 13 June 2001
<PAGE>

                                    CONTENTS
                                    --------
<TABLE>
<CAPTION>
Clauses                                                                                  Pages
-------                                                                                  -----
<S>                                                                                      <C>

1.    Definitions and Interpretation........................................................   3
2.    Sale of Sale Shares, Sale of the Loan Notes and surrender of Options..................  10
3.    Consideration.........................................................................  11
4.    Conditions............................................................................  13
5.    Completion............................................................................  15
6.    United States Securities Law Compliance...............................................  19
7.    Warranties............................................................................  20
8.    Restriction on Announcements..........................................................  23
9.    Confidentiality of Information Received...............................................  24
10.     Costs...............................................................................  24
11.     General.............................................................................  25
12.     Notices.............................................................................  28
13.     Governing Law and Submission to Jurisdiction........................................  30

SCHEDULE 1A
           The Vendors......................................................................  32
SCHEDULE 1B
           Principal Shareholders and Optionholders.........................................  34
SCHEDULE 2
           Details of the Company...........................................................  36
SCHEDULE 3
           The Subsidiaries.................................................................  38
SCHEDULE 4A
           Warranties.......................................................................  41
SCHEDULE 4B
           Additional Acknowledgements of the Canadian Shareholder..........................  45
SCHEDULE 4C
           Purchaser's Warranties...........................................................  46
SCHEDULE 5
           Principal Share Purchase Agreement...............................................  51
</TABLE>
<PAGE>

DATE: 13 June 2001

PARTIES:

(1)  JAMES BEVERIDGE of Westwood, Hedgerow, Buckinghamshire SL9 OHD ("JB");

(2)  HOWARD WATERFALL, of Flat 3, 50 Dorchester Road, London W2 6ET ("HW");

(3)  CHRISTIAN FERNANDEZ, of Flat 10, 24 Rathbone Street, London W1T 1NY ("CF");

(4)  NOAH HARRIS, of Flat 1, 6 King Edwards Road, London Fields, London E9 7SF
     ("NH");

(5)  NICHOLAS BRIGGS, of Unit 3, 6-12 Triangle Road, London E8 3RP ("NB")

(6)  WAYNE THORNHILL, of 62A Clapham Common, West Side, London SW4 9AV ("WT");

(7)  ANDREW FEARON, of "Brooms" Langley Lower Green, Saffron Walden CB11 1JB
     ("AF");

(8)  SKY NEW MEDIA VENTURES PLC, a company registered in England with number
     387976 whose registered office is at Grant Way, Isleworth, Middlesex  TW7
     5QD ("Sky");

(9)  HSBC INVESTMENT BANK PLC, a company registered in England with number
     976092 whose registered office is at Thames Exchange, 10 Queen Street,
     London  EC4R 1BL ("HSBC");
<PAGE>

(10) CAZENOVE NEW EUROPE ACCESS FUND NO. 1 LIMITED PARTNERSHIP acting by its
     general partner Cazenove New Europe (GP) Limited, a company registered in
     England and Wales, whose registered office is at 12 Tokenhouse Yard, London
     EC2R 7AN;

(11) CAZENOVE NEW EUROPE ACCESS FUND NO. 2 LIMITED PARTNERSHIP acting by its
     general partner Cazenove New Europe (GP) Limited, a company registered in
     England and Wales, whose registered office is at 12 Tokenhouse Yard, London
     EC2R 7AN (together with Cazenove New Europe Access Fund No.1 Limited
     Partnership, "Cazenove"); and

(12) OPENTV CORP., an international business company incorporated under the laws
     of the British Virgin Islands having its registered office at the offices
     of Havelet Trust Company (BVI) Limited, P.O. Box 3186, Road Town, Tortola,
     British Virgin Islands (the "Purchaser").

RECITALS:

(A)  The Vendors are the registered holders and beneficial owners of some of the
     issued shares in and options over the capital of Static 2358 Holdings
     Limited ("the Company").  Particulars of the Company are set out in
     Schedule 2.

(B)  The Vendors wish to sell or procure the sale of and the Purchaser wishes to
     purchase the said shares and the Optionholders wish to surrender their
     Options in accordance with the terms and conditions of this Agreement and
     the Option Surrender Agreements.

(C)  The Principal Shareholders (as defined below) wish to sell and the
     Purchaser proposes to buy their shareholdings in the Company in accordance
     with the terms and conditions of the Principal Share Purchase Agreement (as
     defined below).

                                       2
<PAGE>

TERMS AGREED:

1.        Definitions and Interpretation
          ------------------------------

1.1       In this Agreement where the context so admits the following words and
          expressions shall have the following meanings:

          "Associate"              the meaning given to that term in section
                                   430E(4) of the Companies Act 1985;

          "BSB"                    British Sky Broadcasting Limited, a company
                                   registered in England with number 2906991
                                   whose registered office is at Grant Way,
                                   Isleworth, Middlesex TW7 52D or its
                                   subsidiaries and Associates;

          "Cash Component"         the aggregate amount in Pounds Sterling
                                   payable on Completion as part of the
                                   Consideration as set out in column (4) of
                                   Schedule 1A;

          "Company"                Static 2358 Holdings Limited, details of
                                   which are set out in Schedule 2;

          "Company Shares"         all issued shares in the capital of the
                                   Company, including the Sale Shares;

          "Companies Acts"         the Companies Act 1985, Part V of the
                                   Criminal Justice Act 1993, the Companies
                                   Consolidation (Consequential Provisions) Act
                                   1985 and the Companies Act 1989;

          "Completion"             completion of the sale and purchase of the
                                   Sale Shares as specified in clause 5;

          "Completion Date"        the later of 1 July 2001 and the date of
                                   satisfaction of the Conditions (or, subject
                                   to clause 3, such

                                       3
<PAGE>

                                   later date as the parties may agree);

       "Completion Schedules
       and Calculations"           shall take its meaning from the Principal
                                   Share Purchase Agreement;

       "Conditions"                the conditions specified in clause 4.1;

       "Consideration"             the aggregate of the consideration for the
                                   Sale Shares to be sold by the Vendors and for
                                   the entering into of the Option Surrender
                                   Agreements by the Optionholders, being as
                                   calculated in accordance with clause 3 and
                                   Schedule 1C and as set out in columns (4) and
                                   (5) of Schedule 1A;

       "Directors"                 the persons listed as directors of the
                                   Company in Schedule 2;

       "Earnout Component"         shall take its meaning from the Principal
                                   Share Purchase Agreement;

       "Escrow Shares"             those shares set out in column (5) of
                                   Schedule 1B, as adjusted pursuant to clause
                                   3;

       "First Series Convertible   the 2,450,000 zero coupon convertible
       Loan Notes"                 unsecured loan notes issued to HSBC pursuant
                                   to the terms of a loan note instrument
                                   executed by the Company on 26 May 2000;

       "Greenwood"                 Greenwood Nominees Limited (Account CNEAF);

       "Group"                     the group of companies comprising the
                                   Company and its Subsidiaries. The expression
                                   "member of the Group" shall be construed
                                   accordingly;

                                       4
<PAGE>

"HSBC Fees"                   the fees and expenses payable by the Company to
                              HSBC in connection with its services to the
                              Company pursuant to an engagement letter dated 6
                              April 2000 (including HSBC's legal fees and
                              expenses) in the agreed amount of
                              (Pounds)1,047,983.34 plus any applicable VAT;

"Interim Bridge Loan"         the loan of up to (Pounds)1,000,000 and further
                              funding to be advanced of up to (Pounds)2,050,664
                              made or to be made by the Purchaser to the
                              Company pursuant to loan documentation in the
                              approved terms;

"Loan Notes Consideration     the full face value of the Loan Notes at their
                              maturity date, being, in aggregate
                              (Pounds)3,650,000;

"Loan Notes"                  the First Series Convertible Loan Notes and the
                              Second Series Convertible Loan Notes;

"material"                    with respect to any entity or group of entities
                              means any material event, change, condition or
                              effect related to the condition (financial or
                              otherwise), properties, assets (including
                              intangible assets), liabilities, business,
                              operations, results of operations or prospects of
                              such entity or group of entities;

"Material Adverse Event"      with respect to any entity or group of entities
                              means any event, change or effect that, when
                              taken individually or together with all other
                              adverse changes and effects, is or is reasonably
                              likely to be materially adverse to the condition
                              (financial or otherwise), properties, assets
                              (including intangible assets), liabilities,
                              business, operations, results of operations or
                              prospects of such entity and its subsidiaries,
                              taken as a whole,

                                       5
<PAGE>

                              or to prevent or materially delay consummation of
                              the transactions contemplated under this Agreement
                              (including the sale of shares by other
                              shareholders of the Company to the Purchaser on
                              the date of Completion) or otherwise to prevent
                              such entity and its subsidiaries from performing
                              their obligations under this Agreement;

"New OpenTV Shares"           new OpenTV Shares issued pursuant to this
                              Agreement;

"OpenTV Shares"               Class A Ordinary Shares in the share capital of
                              the Purchaser;

"Optionholder"                a holder of Options;

"Options"                     all the options, warrants and convertible
                              securities over unissued shares in the capital of
                              the Company (excluding the Loan Notes) as set out
                              in column (3) of Schedule 1A;

"Option Surrender Agreements" agreements in the approved terms between the
                              Optionholders and the Company for the surrender
                              of Options;

"Principal Shareholders"      all holders of shares in the capital of the
                              Company other than the Vendors as set out in
                              column (1) of Schedule 1B;

"Principal Share Purchase
Agreement"                    the Principal Share Purchase Agreement in the
                              approved terms between the Purchaser and the
                              Principal Shareholders to be dated on the date
                              hereof in the form attached to this Agreement at
                              Schedule 5;

"Purchaser's Conditions"      the conditions set out in clause 4.4;

                                       6
<PAGE>

     Purchaser's Solicitors"              Baker & McKenzie of 100 New Bridge
                                          Street, London EC4V 6JA;

     "Registration Rights Agreement"      the Registration Rights Agreement
                                          between the Purchaser and the Vendors
                                          and the Principal Shareholders in the
                                          approved terms;

     "Sale Shares"                        in aggregate, all those shares in the
                                          capital of the Company set out in
                                          column (2) of Schedule 1A opposite
                                          each of the names of the Vendors;

     "Schedule 1C"                        Schedule 1C of the Principal Share
                                          Purchase Agreement;

     "Second Series Convertible           the 1,200,000 zero coupon convertible
     Loan Notes                           unsecured loan notes issued to HSBC
                                          pursuant to the terms of a loan note
                                          instrument executed by the Company on
                                          24 October 2000;

     "Securities Act"                     the US Securities Act of 1933, as
                                          amended;

     "Shareholders' Agreement"            the subscription and shareholders'
                                          agreement dated 4 February 2000 made
                                          between Jasper Smith, Mark Rock, Paul
                                          Bustin, Media & Technology Group
                                          Limited, BSB, Sky and Static 2358
                                          Limited, as amended by supplemental
                                          agreements dated 7 April 2000, 7
                                          August 2000 and 25 August 2000
                                          respectively;

     "Shares Component"                   the aggregate number of New OpenTV
                                          Shares payable as part of the
                                          Consideration, as set out in column
                                          (5) of Schedule 1A;

     "Subsidiaries"                       the subsidiaries and subsidiary
                                          undertakings of the Company, all of
                                          which are listed in Schedule 3;

                                       7
<PAGE>

     "subsidiary undertaking"             the meaning given to that term in
                                          section 258 Companies Act 1985;

     "Sky Commercial Agreements"          (i) the Shareholders' Agreement
                                          (including, without limitation,
                                          Schedule 5 of the Shareholders'
                                          Agreement, being the Capacity,
                                          Uplinking and Facilities Agreements)
                                          as amended by a side letter dated
                                          today's date between the parties to
                                          the Shareholders' Agreement, as
                                          referred to in Clause 5.2.1.12, (ii)
                                          the EPG Services Agreement, (iii) the
                                          Application Signing Agreement
                                          (including the side letter dated 7
                                          December 2000 thereto), (iv) the
                                          Marketing Agreement and (v) the letter
                                          dated 6 March 2001 from BSB agreeing
                                          to lease 1 megabit of additional
                                          bandwidth at the rates set out in the
                                          Schedule 5 of the Shareholders'
                                          Agreement;

     "Tax"                                all forms of taxation, withholdings,
                                          duties, imposts, levies, social
                                          security contributions and rates
                                          imposed by any local, municipal,
                                          governmental, state, federal, or other
                                          body in the United Kingdom or
                                          elsewhere and any interest, penalty,
                                          surcharge or fine in connection
                                          therewith;

     "Total Consideration"                the total consideration payable in
                                          Pounds Sterling and New OpenTV Shares
                                          for the entire share capital of the
                                          Company (comprising the Company Shares
                                          and the surrender of the Options)
                                          pursuant to this Agreement, the
                                          Principal Share Purchase Agreement and
                                          the Option Surrender Agreements, as
                                          adjusted in accordance with the
                                          provisions of clause 3;

                                       8
<PAGE>

     "Vendors"                            JB, HW, CF, NH, NB, WT, AF, Sky, HSBC
                                          and Cazenove;

     "Vendors' Representative"            Berwin Leighton Paisner of Adelaide
                                          House, London Bridge, London, EC4R
                                          9HA;

     "Warranties"                         the warranties contained or referred
                                          to in clause 7 and Schedules 4A and
                                          4B.

1.2  Save where the context otherwise requires words and phrases the definitions
     of which are contained or referred to in Part XXVI of the Companies Act
     1985 shall be construed as having the meaning thereby attributed to them.

1.3  Any references, express or implied, to statutes or statutory provisions
     shall be construed as references to those statutes or provisions as
     respectively amended or re-enacted or as their application is modified from
     time to time by other provisions (whether before or after the date hereof)
     and shall include any statutes or provisions of which they are re-
     enactments (whether with or without modification) and any orders,
     regulations, instruments or other subordinate legislation under the
     relevant statute or statutory provision, except to the extent that the
     liability of any party is thereby increased or extended. References to
     sections of consolidating legislation shall wherever necessary or
     appropriate in the context be construed as including references to the
     sections of the previous legislation from which the consolidating
     legislation has been prepared.

1.4  References in this Agreement to clauses and schedules are to clauses in and
     schedules to this Agreement (unless the context otherwise requires). The
     recitals and schedules to this Agreement shall be deemed to form part of
     this Agreement.

1.5  Headings are inserted for convenience only and shall not affect the
     construction of this Agreement.

1.6  The expression "the Vendors" includes their respective personal
     representatives in the case of JB, HW, CF, NH, NB, WT and AF and their
     successors and assigns in the case

                                       9
<PAGE>

     of Sky, HSBC and Cazenove and the expression "the Purchaser" includes its
     successors and assigns.

1.7  References to "persons" shall include bodies corporate, unincorporated
     associations and partnerships (whether or not having separate legal
     personality).

1.8  References to writing shall include any methods of reproducing words in a
     legible and non-transitory form.

1.9  The masculine gender shall include the feminine and neuter and the singular
     number shall include the plural and vice versa.

1.10 All warranties, representations, indemnities, covenants, agreements and
     obligations given or entered into by more than one person are given or
     entered into severally only and not jointly and the respective liability of
     the Vendors shall be several.

1.11 A document expressed to be "in the approved terms" means a document the
     terms of which have been approved by or on behalf of the parties to this
     Agreement and a copy of which has been signed for the purposes of
     identification by or on behalf of those parties.

1.12 Each reference to "(Pounds)10.43" in this Agreement is to the exact amount
     in Pounds Sterling arising from the division of 15.00 by 1.438.

2.   Sale of Sale Shares, Sale of the Loan Notes and surrender of Options
     --------------------------------------------------------------------

2.1  Subject to the terms of this Agreement and with effect from the Completion
     Date, each of the Vendors holding Sale Shares shall sell or shall procure
     the sale of with full title guarantee and the Purchaser shall purchase the
     number of Sale Shares set opposite his or its name in column (2) of
     Schedule 1A, free from all liens, charges and encumbrances and together
     with all rights now or hereafter attaching to them, including all rights to
     any dividend or other distribution declared, made or paid after the date of
     this Agreement.

                                      10
<PAGE>

2.2  Subject to the terms of this Agreement and with effect from the Completion
     Date, HSBC shall sell with full title guarantee and the Purchaser (or the
     Purchaser's nominee) shall purchase all of the Loan Notes free from all
     liens, charges and encumbrances and together with all rights now or
     hereafter attaching to them.

2.3  Each of the Vendors hereby waives, and in the case of Cazenove, Cazenove
     agrees to procure the waiver by Greenwood, of any restrictions on transfer
     (including pre-emption rights) which may exist in relation to the Company
     Shares and the Loan Notes, whether under the articles of association of the
     Company, the Shareholders' Agreement, the instruments constituting the Loan
     Notes or otherwise.

2.4  Each of the Vendors holding Options shall with effect from the Completion
     Date surrender all those Options set opposite his name in column (3) of
     Schedule 1A.

3.   Consideration
--   -------------

3.1  Subject to the provisions of this clause, the Consideration for the Sale
     Shares attributable to each Vendor shall be that amount of the Cash
     Component and the Shares Component as shall be set out in columns (4) and
     (5) of Schedule 1A, as calculated in accordance with Schedule 1C.


3.2  A pro forma example (extracted from the attached Excel spreadsheet in the
     approved terms) of inter alia the allocation of the Cash Component and the
     Shares Component among each of the Vendors, Principal Shareholders and
     Optionholders is set out in Schedule 1C.  The basis used to calculate the
     numbers in that pro-forma example is set out in that Schedule.  The sale of
     the Company Shares, other than the Sale Shares, is dealt with by the
     Principal Share Purchase Agreement and not this Agreement.

3.3  At any time prior to the date two days before the Completion Date, the
     Purchaser may give notice to the Vendors' Representative in writing that,
     instead of delivering New OpenTV Shares at Completion, it will deliver cash
     in Pounds Sterling in lieu of such New OpenTV Shares, in relation to any
     proportion of such New OpenTV Shares up to and including 100% of such New
     OpenTV Shares.  If the Purchaser delivers such notice, the Purchaser's
     obligations to deliver such New OpenTV Shares shall be replaced with an
     obligation to deliver cash in Pounds Sterling for the relevant number


                                      11
<PAGE>

        of New OpenTV Shares on the basis of (Pounds)10.43 for each New OpenTV
        Share (or such other Pounds Sterling amount as the Purchaser's
        Accountants determine to be fair and reasonable in the event of any
        consolidation, sub-division, stock split, reclassification or reduction
        of the share capital of the Purchaser or any rights issue, taking place
        after the date of this Agreement). If the Purchaser exercises its rights
        under this clause 3.3, the additional cash payable in accordance with
        this clause 3.3 shall be allocated amongst the Vendors in proportion to
        that part of the Total Consideration payable to them respectively.

3.4     The terms of clauses 3.4, 3.5, 3.7 and 3.8 of the Principal Share
        Purchase Agreement are hereby acknowledged and agreed. The parties agree
        that upon the final determination of the Total Consideration to be made
        pursuant to clauses 3.4, 3.5, 3.7 and 3.8 of the Principal Share
        Purchase Agreement, Schedules 1A and 1B hereof shall be adjusted to
        reflect:

3.4.1      the effect of any notice served by the Purchaser in accordance with
           clause 3.3 hereof; and

3.4.2      the revised Schedule 1A which arises from the application of clauses
           3.4, 3.5, 3.7 and 3.8 of the Principal Share Purchase Agreement.

3.5     The Consideration shall be due and payable on Completion in accordance
        with clause 5.3 on the basis of the Completion Schedules and
        Calculations prepared by the Purchaser and delivered at Completion and
        shall be calculated in accordance with clauses 3.4, 3.5, 3.7 and 3.8 of
        the Principal Share Purchase Agreement.

3.6     Within seven days of the determination of the Completion Schedules and
        Calculations in accordance with clause 3.8 of the Principal Share
        Purchase Agreement;

3.6.1      if, according to the Completion Schedules and Calculations, any
           Vendor has received too little Consideration, the Purchaser will, for
           the account of the relevant Vendor:

3.6.1.1    pay to the Vendors' Representative (whose receipt shall be an
           absolute discharge therefor) an amount in Pounds Sterling equal to
           the Cash

                                      12
<PAGE>

           Component element of such shortfall and, if applicable, interest
           thereon as specified in clause 3.7 and the Purchaser shall not be
           concerned to see to the distribution of the monies so paid; and

3.6.1.2    cause to be transferred or issued to such Vendor New OpenTV Shares
           (valued at (Pounds)10.43 per New OpenTV Share) equal to the Shares
           Component element of such shortfall (but excluding any fractional
           entitlements) and cause OpenTV Certificates representing such New
           OpenTV Shares (as defined in clause 5.3.2 below) to be delivered to
           the Vendors' Representative in accordance with the provisions of
           clause 5.3.2, subject to clause 6.3;

3.6.2      if, according to the Completion Schedules and Calculations, any
           Vendor has received too much Consideration, such Vendor will:

3.6.2.1    pay to the Purchaser an amount in Pounds Sterling equal to the Cash
           Component element of such excess, and, if applicable, interest
           thereon as specified in clause 3.7; and

3.6.2.2    transfer to the Purchaser New OpenTV Shares (valued at (Pounds)10.43
           per New OpenTV Share) equal to the Shares Component element of such
           excess (but excluding any fractional entitlements) and cause OpenTV
           Certificates (as defined in clause 5.3.2 below) representing such New
           OpenTV Shares to be delivered to the Purchaser as soon as
           practicable, having regard to the provisions of clauses 5.3.2 and
           6.3.

3.7    The interest payable on the amount of any excess or shortfall pursuant to
       clause 3.6 shall accrue from day to day and be compounded at monthly
       intervals at the Base Rate from time to time of National Westminster Bank
       plc from and including the Completion Date to the date of payment, save
       that if such interest payable by or to all parties is less than
       (Pounds)1,000 in aggregate, then no interest shall be due or payable.

4.     Conditions
       ----------

4.1    The sale and purchase of the Sale Shares is conditional upon:

                                      13
<PAGE>

4.1.1     the Warranties remaining true, accurate and not misleading in all
          material respects at Completion as if they were deemed repeated at
          Completion; and

4.1.2     all Principal Shareholders having satisfied the conditions contained
          in clause 4.1 of the Principal Share Purchase Agreement and all steps
          for Completion having been completed, save for the obligations of the
          Purchaser under clauses 6.3.1 and 6.3.2 of the Principal Share
          Purchase Agreement.

4.2    The Purchaser may waive either or both of the Conditions contained in
       clause 4.1 at any time by notice in writing to the Vendors'
       Representative, save that in the event that the Purchaser agrees to waive
       the Condition in clause 4.1.2, it will complete under both the Principal
       Share Purchase Agreement and this Agreement.

4.3    Each Vendor shall use his or its reasonable endeavours to procure the
       fulfilment of the Conditions applicable to his or its Associates on or
       before the Completion Date.

4.4    The sale and purchase of the Sale Shares is conditional on:

4.4.1     the representations and warranties of the Purchaser set out in
          Schedule 4C remaining true and accurate and not misleading in all
          material respects at Completion as if they were deemed repeated at
          Completion; and

4.4.2     in the reasonable opinion of the Vendors, there shall not have
          occurred since the date of this Agreement any Material Adverse Event
          in respect of the Purchaser's Group, other than any Material Adverse
          Event caused solely by a deterioration in general worldwide economic
          conditions or comprising any fluctuation in the price of OpenTV Shares
          on the NASDAQ National Market (other than as a result of a Material
          Adverse Event).

4.5  The Vendors acting jointly (and not alone) may waive all or any of the
     Purchaser's Conditions at any time by notice in writing to the Purchaser's
     Solicitors.

4.6  The Purchaser shall use its reasonable endeavours to procure the fulfilment
     of the Purchaser's Conditions on or before the Completion Date.

                                      14
<PAGE>

4.7       In the event that any of the Conditions or Purchaser's Conditions
          shall not have been fulfilled (or waived pursuant to clauses 4.2 or
          4.5) prior to 31 August 2001 then the Purchaser and the Vendors shall
          not be bound to proceed with the sale or purchase of the Sale Shares,
          and this Agreement shall cease to be of any effect except clauses 1,
          9, 10, 11, 12 and 13 which shall remain in force and save in respect
          of claims arising out of any antecedent breach of this Agreement.

5         Completion
          ----------

5.1       Subject to the provisions of clause 4, Completion shall take place on
          the Completion Date at the offices of the Purchaser's Solicitors when
          all (but not some only) of the events described in this clause 5 shall
          occur.

5.2       At Completion, each Vendor shall (to the extent applicable to him or
          it):

5.2.1          deliver to the Purchaser:

5.2.1.1        (in respect of the Vendors owning Sale Shares) duly executed
               transfers of all of the Sale Shares set opposite that Vendor's
               name in column (2) of Schedule 1A in favour of the Purchaser or
               its nominees together with the relative share certificates;

5.2.1.2        in the case of HSBC, duly executed transfers in respect of all
               the Loan Notes in favour of the Purchaser or its nominee,
               together with the Certificates representing the Loan Notes and
               written resolutions signed by HSBC as the sole holder of all the
               outstanding Loan Notes, in the approved terms, modifying the
               terms of the Loan Notes in respect of transfers and the Company's
               confirmation of its consent to such modifications, in the
               approved terms;

5.2.1.3        (in respect of the Vendors holding Options) duly executed Option
               Surrender Agreements together with a banker's draft in respect of
               any tax liability owing pursuant to the terms of such Option
               Surrender Agreements;

                                      15
<PAGE>

5.2.1.4   written confirmation from each Vendor that he or it is not aware of
          any matter or thing which is a material breach of or materially
          inconsistent with any of the Warranties given by him or it;

5.2.1.5   waiver of all restrictions on transfer by Greenwood, as the registered
          holder of the Sale Shares set opposite Cazenove's name in column (2)
          of Schedule 1A;

5.2.1.6   a certified copy of any power of attorney under which any of the
          documents referred to in this clause 5.2 is executed or evidence
          satisfactory to the Purchaser of the authority of any person signing
          on each Vendor's behalf;

5.2.1.7   a duly executed power of attorney, in the approved terms, in favour of
          the Purchaser or such person as may be nominated by the Purchaser
          generally in respect of the Sale Shares and in particular to enable
          the Purchaser (or its nominees) to attend and vote at General Meetings
          of the Company;

5.2.1.8   releases duly executed as deeds in the approved terms, releasing the
          Company and the Subsidiaries from any liability whatsoever (whether
          actual or contingent) which may be owing to the relevant Vendor by the
          Company or the Subsidiaries at Completion, save in respect of the Sky
          Commercial Agreements or in respect of their capacity as Directors,
          employees or consultants to any member of the Group;

5.2.1.9   a Registration Rights Agreement in the approved terms duly executed by
          it;

5.2.1.10  a transfer duly executed by AF, and in a form acceptable to the
          Purchaser, transferring all rights, title and interest in the shares
          in Static 2358 France Sarl held by AF to OpenTV Holdings B.V.;

5.2.1.11  a letter in the approved terms from BSB relating to certain
          confirmations regarding the Sky Commercial Agreements;

5.2.1.12  a letter in the approved terms amongst the parties to the
          Shareholders' Agreement amending the terms of that agreement and duly
          executed by it;

                                      16
<PAGE>

5.2.1.13  an undertaking from the Vendors' Representative not to release to any
          person the OpenTV Certificates (as defined in clause 5.3.2 below) for
          a period of 40 days after the Completion Date;

5.2.1.14  subject to compliance by the Purchaser with its obligations under this
          Agreement, written confirmation from the Vendors' Representative of
          receipt of the cash referred to in clause 5.3.1; and

5.2.2     pay and shall procure that their respective Associates shall pay all
          monies (if any) then owing by them to each member of the Group,
          whether due for payment or not, save in respect of the Sky Commercial
          Agreements.

5.3  At Completion, the Purchaser shall:

5.3.1     pay or procure the payment of (i) the Cash Component and (ii) the Loan
          Notes Consideration and procure the payment by the Company of the HSBC
          Fees in Pounds Sterling by CHAPS automated transfer to the Vendors'
          Representative (whose receipt shall be an absolute discharge therefor
          and the Purchaser shall not be concerned to see to the distribution of
          the moneys represented thereby), such payment to be made
          simultaneously as one single payment by the Purchaser together with
          the consideration due and payable under the Principal Share Purchase
          Agreement;

5.3.2     deliver, if available, the certificates representing the Shares
          Component to the Vendors' Representative (the "OpenTV Certificates")
          (whose receipt shall be an absolute discharge therefor and the
          Purchaser shall not be concerned to see to the distribution of the
          OpenTV Certificates), failing which such certificates shall be
          delivered as soon as reasonably practicable after Completion and the
          provisions of clause 5.4 below shall apply;

5.3.3     deliver to the Vendors' Representative certified copies of any powers
          of attorney under which any of the documents referred to in this
          clause 5.3 is executed or other evidence satisfactory to the Vendors'
          Representative of the authority of the person signing on the
          Purchaser's behalf;

                                      17
<PAGE>

5.3.4     sign and deliver the Registration Rights Agreement; and

5.3.5     deliver to the Vendors' Representative a copy of the Purchaser's
          irrevocable instructions to its Transfer Agent requesting the issue of
          the New OpenTV Shares.

5.4  In the event that prior, to the delivery of the OpenTV Certificates to the
     Vendors' Representative, the Purchaser discovers a breach by any of the
     Vendors of any of the Warranties or any provision of this Agreement, the
     Purchaser undertakes and agrees not to withhold or delay delivery of any of
     the OpenTV Certificates to the Vendors' Representative or to apply any form
     of set-off, against the Vendors in respect of the OpenTV Certificates.

5.5  Following Completion, the Purchaser shall make on a timely basis all
     applicable or required filings for the New OpenTV Shares with the NASDAQ
     National Market and the Amsterdam Stock Exchange.

5.6  Without prejudice to any other remedies available to the Purchaser, if in
     any material respect the provisions of clause 5 are not complied with by
     any of the Vendors on the Completion Date the Purchaser may:

5.6.1     defer Completion to a date not more than 28 days after the Completion
          Date (and so that the provisions of this clause 5.6 shall apply to
          Completion as so deferred); or

5.6.2     proceed to Completion so far as practicable (without prejudice to its
          rights under this Agreement); or

5.6.3     give notice to each defaulting Vendor specifying its failure to comply
          and if such failure is not remedied within seven (7) business days it
          shall be entitled to rescind this Agreement, subject to clause 10.1.1,
          provided that if each such defaulting Vendor remedies the relevant
          breach within seven (7) business days of such request the provisions
          of clauses 5.6.1 and 5.6.2 shall then apply.

                                      18
<PAGE>

5.7  Without prejudice to any other remedies available to the Vendors, if in any
     material respect the provisions of clause 5.3 are not complied with by the
     Purchaser on the Completion Date the Vendors may:

5.7.1     defer Completion to a date not more than 28 days after the Completion
          Date (and so that the provisions of this clause 5.7 shall apply to
          Completion as so deferred); or

5.7.2     proceed to Completion so far as practicable (without prejudice to its
          rights under this Agreement); or

5.7.3     give notice to the Purchaser specifying its failure to comply and if
          such failure is not remedied within seven (7) business days the
          Vendors (or any one of them, and the exercise of this right by one
          Vendor shall operate as the exercise of this right by all Vendors)
          shall be entitled to rescind this Agreement, subject to clause 10.1.2,
          provided that if the Purchaser remedies the relevant breach within
          seven (7) business days of such request, the provisions of clauses
          5.7.1 and 5.7.2 shall then apply.

6.   United States Securities Law Compliance
     ---------------------------------------

6.1  The New OpenTV Shares to be issued pursuant to this Agreement shall not be
     registered under the Securities Act, in reliance upon the exemption
     contained in Section 4(2) of the Securities Act and/or Regulation S
     promulgated thereunder and in reliance upon the representations and
     warranties of the Vendors contained in paragraph 2.5 of Schedule 4A.

6.2  The OpenTV Certificates issued pursuant to this Agreement shall bear such
     restrictive legend or legends as required by the securities laws of any
     applicable state or any other applicable jurisdiction provided that if:

6.2.1     the OpenTV Certificates are held in escrow by the Vendor's
          Representative for 40 days after the Completion Date; and

6.2.2     the Warranties set out in paragraph 2.5 of Schedule 4A remain true and
          correct,
                                      19
<PAGE>

     then the OpenTV Certificates shall not bear any restrictive legends in
     respect of any United States Federal or state securities laws.

6.3  Each Vendor due to receive New OpenTV Shares in accordance with the
     provisions of this Agreement hereby severally undertakes to the Purchaser
     and agrees not to, for a period of 40 days after the Completion Date:

6.3.1     instruct the Vendors' Representative to release to any person any of
          the OpenTV Certificates; or

6.3.2     transfer any interest (whether legal or equitable) or right attaching
          to any New OpenTV Shares for a period of 40 days after the Completion
          Date.

7.   Warranties
     ----------

7.1  Each of the Vendors severally warrants to the Purchaser that each of the
     statements set out in Schedule 4A and, in the case of HW who resides in the
     province of Ontario, Canada, each of the statements in Schedule 4B, is now
     and will at Completion be true and accurate on the basis that references to
     the "Vendor" therein are references to himself or itself only and not to
     any other Vendor, provided that HSBC only shall give the Warranties in
     paragraphs 1.3 and 1.4 of Schedule 4A.

7.2  The Vendors acknowledge that the Purchaser has entered into this Agreement
     in reliance upon the Warranties and has been induced by them to enter into
     this Agreement.  The Purchaser acknowledges separately to each Vendor that
     in entering into this Agreement it has not relied on any warranties,
     representations and covenants from that Vendor except to the extent set out
     or referred to in this Agreement.

7.3  Each of the Warranties shall be separate and independent and, save as
     expressly provided to the contrary, shall not be limited by reference to or
     inference from any other Warranty or any other term of this Agreement.

7.4  Each of the Vendors hereby agrees with the Purchaser (for itself and as
     trustee for the Company and each of the Subsidiaries) to waive any rights
     which he may have in

                                      20
<PAGE>

     respect of any misrepresentation or inaccuracy in, or omission from, any
     information or advice supplied or given by the Company or its Subsidiaries
     or its or their officers, employees or advisers in connection with the
     giving of the Warranties.

7.5  Each Vendor shall procure that (save only as may be necessary to give
     effect to this Agreement) he shall not do, allow or procure any act or
     omission before Completion which would constitute a breach of any of the
     Warranties given by it or him if they were given at Completion or which
     would make any of those Warranties inaccurate or misleading if they were so
     given.

7.6  Each of the Vendors hereby agrees to disclose promptly to the Purchaser in
     writing as soon as reasonably practicable upon becoming aware of the same,
     any matter, event or circumstance (including any omission to act) which may
     arise or become known to it after the date of this Agreement and before
     Completion which constitutes a breach of or is inconsistent with any of the
     Warranties given by him or it in any material respect.

7.7  In the event of it becoming apparent on or before Completion that any
     Vendor is in  material breach of any of the Warranties which is not
     remedied before Completion the Purchaser may (without any liability on its
     part) rescind this Agreement by notice in writing to the Vendors'
     Representative whereupon the obligations of the parties shall automatically
     terminate to the intent that no party shall have any claim or right of
     action against another save as provided in clause 10.1.1.

7.8  The benefit of the Warranties (subject to clause 7.10) may be assigned in
     whole or in part and without restriction by the person for the time being
     entitled thereto provided that the Purchaser provides notice to the Vendors
     thereof (but no such notice is required if the Warranties are assigned to a
     direct or indirect subsidiary of the Purchaser).

7.9  If any sum payable by the Vendors under this clause 7 shall be subject to
     Tax (whether by way of deduction or withholding or direct assessment of the
     person entitled thereto) such payment shall be increased by such an amount
     as shall ensure that after deduction, withholding or payment of such Tax
     the recipient shall have received a net
<PAGE>

     amount equal to the payment otherwise required hereby to be made, but
     subject to the limitation in clause 7.10.

7.10 No Vendor shall have liability in respect of a claim for breach of Warranty
     to the extent that the breach in respect of which the claim is made is
     remedied by that relevant Vendor within 30 days of the date on which such
     Vendor is given written notice by the Purchaser of the circumstances to
     which the claim relates.  The maximum liability of each Vendor in the event
     of a breach of Warranty by it or him shall be limited to:

7.10.1    the aggregate amount of the Cash Component received by that Vendor (as
          set out in column (4) of Schedule 1A), and the amount of the realised
          proceeds actually received by the relevant Vendor in cash from the
          sale of New OpenTV Shares issued to the Vendor pursuant to this
          Agreement ("Prior Realised Proceeds") prior to the date on which the
          claim for breach of Warranty is settled or agreed (the "Settlement
          Date"); or

7.10.2    if the Vendor has not sold all such New OpenTV Shares on or before the
          Settlement Date, the aggregate of the Cash Component, the Prior
          Realised Proceeds and the amount of the value of the remaining New
          OpenTV Shares not sold by such Vendor at the last sale price on the
          NASDAQ National Market on the Settlement Date,

     unless the relevant claim or claims has arisen by reason of fraud, wilful
     concealment, dishonesty or deliberate non-disclosure on the part of the
     relevant Vendor in which event there shall be no limit on the amount
     recoverable by the Purchaser from the relevant Vendor in respect of such
     claim.

7.11 The Purchaser represents, warrants and undertakes to and with the Vendors
     that each of the statements set out in Schedule 4C is now and will at
     Completion be true and accurate (the "Purchaser Warranties").

7.12 The liability of the Purchaser under the Purchaser Warranties to each
     Vendor who has a claim against the Purchaser for breach of a Purchaser
     Warranty shall be limited to

                                      22
<PAGE>

     the value of the Consideration due to that Vendor, as calculated in
     accordance with clause 3 and Schedule 1C.

7.13 The Purchaser may at its sole option satisfy any Purchaser Warranty claim
     by cash in Pounds Sterling or with New OpenTV Shares valued at
     (Pounds)10.43 per share.  Any payment or delivery of an OpenTV Share under
     this clause shall be made by the delivery of a certificate therefor in the
     name of the relevant Vendor and delivered to the Vendors' Representative,
     whose receipt shall be an absolute discharge therefor and the Purchaser
     shall not be concerned to see the distribution of the moneys represented
     thereby.

7.14 In the event of it becoming apparent on or before Completion that the
     Purchaser is in  material breach of any of the Purchaser Warranties, the
     Vendors (or any one of them, and the exercise of this right by one Vendor
     shall operate as the exercise of this right by all Vendors) may (without
     any liability on its or their part) rescind this Agreement by notice in
     writing to the Purchaser whereupon the obligations of the parties shall
     automatically terminate to the intent that no party shall have any claim or
     right of action against another save as provided in clause 10.1.2.

7.15 If any sum payable by the Purchaser under this clause 7 shall be subject to
     Tax (whether by way of deduction or withholding or direct assessment of the
     person entitled thereto) such payment shall be increased by such an amount
     as shall ensure that after deduction, withholding or payment of such Tax
     the recipient shall have received a net amount equal to the payment
     otherwise required thereby to be made, but subject to the limitation in
     clause 7.12.

8.   Restriction on Announcements
     ----------------------------

Each of the parties undertakes that he or it will not (save as required by law
or by any securities exchange or any supervisory or regulatory body to whose
rules any party to this Agreement is subject) make any announcement in
connection with this Agreement unless in the approved terms.

                                      23
<PAGE>

9.   Confidentiality of Information Received
     ---------------------------------------

9.1  Each of the parties undertakes with each other that they shall treat as
     strictly confidential all information received or obtained by them or their
     employees, agents or advisers as a result of entering into or performing
     this Agreement which relates to the provisions of this Agreement, the
     negotiations leading up to this Agreement, the subject matter of this
     Agreement or the business or affairs of the parties or, in the case of the
     Vendors only, any of the Purchaser's Associates or any member of  the
     Group (post Completion) and subject to the provisions of clause 9.2 that
     they will not at any time hereafter make use of or disclose or divulge to
     any person any such information and shall use their best endeavours to
     prevent the publication or disclosure of any such information.

9.2  The restrictions contained in clause 9.1 shall not apply so as to prevent
     the parties from:

9.2.1     making any disclosure required by law or by any securities exchange or
          supervisory or regulatory or governmental body pursuant to rules to
          which the relevant party is subject; or

9.2.2     making any disclosure to any professional adviser for the purposes of
          obtaining advice or making any disclosure for the purposes of
          clearance or consents from a tax or governmental authority (provided
          always that the provisions of this clause 9 shall apply to, and the
          parties shall procure that, they apply to and are observed in relation
          to, the use or disclosure by such professional adviser of the
          information provided to him).

9.3  The restrictions contained in clause 9.1 shall not apply in respect of any
     information which was in the public domain before it was furnished to the
     parties or comes into the public domain otherwise than by a breach of this
     clause 9 by any party.

10.  Costs
     -----

10.1 Each party to this Agreement shall pay its own costs of and incidental to
     this Agreement and the sale and purchase hereby agreed to be made provided
     that:

                                      24
<PAGE>

10.1.1    if the Purchaser shall lawfully exercise its right not to proceed with
          the purchase of the Sale Shares pursuant to this Agreement, the Vendor
          or Vendors whose breach has entitled the Purchaser to rescind this
          Agreement shall indemnify, and if more than one Vendor has so breached
          this Agreement, in proportion to their respective entitlements to the
          Consideration the Purchaser against all reasonable fees, expenses and
          disbursements incurred by the Purchaser in the preparation and
          negotiation of this Agreement and the Vendors shall have no other
          liabilities to the Purchaser pursuant to this Agreement; or

10.1.2    if the Vendors (or any one of them, and the exercise of the right by
          one Vendor shall operate as the exercise of the right by all Vendors)
          shall lawfully exercise their, his or its right not to proceed with
          the sale of the Sale Shares pursuant to this Agreement, the Purchaser
          shall indemnify the Vendors against all reasonable fees, expenses and
          disbursements incurred by the Vendors in the preparation and
          negotiation of this Agreement and the Purchaser shall have no other
          liabilities to the Vendors pursuant to this Agreement.

10.2 The Vendors confirm that no expense of whatever nature relating to the sale
     of the Sale Shares has been or is to be borne by any member of the Group.

11.  General
     -------

11.1 Save as expressly provided in clause 11.2 a person who is not a party to
     this Agreement shall not have or acquire any right to enforce any term of
     this Agreement (including but not limited to any right to enforce or have
     the benefit of any exclusion or limitation of liability contained in this
     Agreement).  This clause shall override any other clause in this Agreement,
     which is or may be inconsistent with it.

11.2 This Agreement shall be binding upon and ensure for the benefit of the
     estates, personal representatives or successors of the parties.  No party
     shall be entitled to assign the benefit of this Agreement save that the
     Purchaser shall be entitled to assign the benefit of this Agreement in
     whole or in part and without restriction.  Nothing in


                                      25
<PAGE>

     this clause shall prohibit or restrict the sale by any of the Vendors of
     its New OpenTV Shares (subject, however, to clause 6.3 and any applicable
     securities law of the United States).

11.3 This Agreement (together with any documents referred to herein or executed
     contemporaneously by the parties in connection herewith) constitutes the
     whole agreement between the parties hereto and supersedes any previous
     agreements or arrangements between them (whether written or oral) relating
     to the subject matter hereof; it is expressly declared that no variations
     hereof shall be effective unless made in writing signed by duly authorised
     representatives of the parties.

11.4 Each party waives its rights against the other in respect of warranties and
     representations (whether written or oral) relating to the sale of the Sale
     Shares and the Loan Notes not expressly set out or referred to in this
     Agreement or the Registration Rights Agreement.

11.5 Unless and to the extent only expressly provided otherwise in this
     Agreement or in the Registration Rights Agreement:

11.5.1    the Vendors give no promise, warranty, undertaking or representation
          to the Purchaser;

11.5.2    to the extent allowable, all other warranties on the part of the
          parties express or implied by law or otherwise are expressly excluded.

11.6 Nothing in clauses 11.4 and 11.5 limit or exclude liability for fraud,
     wilful concealment or deliberate non-disclosure.

11.7 The Purchaser and the Vendors acknowledge that they have had the benefit of
     legal advice on the effects of clauses 11.4, 11.5 and 11.6 and confirm that
     they consider such clauses to be reasonable in all the circumstances of
     this Agreement.

11.8 All of the provisions of this Agreement shall remain in full force and
     effect notwithstanding Completion (except insofar as they set out
     obligations which have been fully performed at Completion).


                                      26
<PAGE>

11.9  If any provision or part of a provision of this Agreement shall be, or be
      found by any authority or court of competent jurisdiction to be, invalid
      or unenforceable, such invalidity or unenforceability shall not affect the
      other provisions or parts of such provisions of this Agreement, all of
      which shall remain in full force and effect.

11.10 If any liability of one or more but not all of the Vendors shall be or
      become illegal, invalid or unenforceable in any respect, such circumstance
      shall not affect or impair the liabilities of the other Vendors under this
      Agreement.

11.11 No failure to exercise any right of rescission expressly conferred upon
      the Purchaser under this Agreement shall constitute a waiver by the
      Purchaser of any other right or remedy. No party shall have any right to
      rescind this Agreement after Completion, provided that this sentence shall
      not apply to any warranty given fraudulently.

11.12 The Purchaser may release or compromise the liability of any of the
      Vendors hereunder or grant to any Vendor time or other indulgence without
      affecting the liability of any other Vendor hereunder.

11.13 No failure of the Purchaser to exercise, and no delay or forbearance in
      exercising, any right or remedy in respect of any provision of this
      Agreement shall operate as a waiver of such right or remedy.

11.14 Upon and after Completion each Vendor and the Purchaser shall do and
      execute or procure to be done and executed all such further acts, deeds
      and documents and things as may be necessary to give effect to the
      performance of the relevant party's obligations under the terms of this
      Agreement and, pending the registration (in the name of the Purchaser (or
      its nominee)) of the transfer of the Sale Shares owned by such Vendor,
      such Vendor shall as from Completion hold the legal estate in the Sale
      Shares in trust for the Purchaser.

11.15 This Agreement may be executed in one or more counterparts, and by the
      parties on separate counterparts, but shall not be effective until each
      party has executed at least


                                      27
<PAGE>

       one counterpart and each such counterpart shall constitute an original of
       this Agreement but all the counterparts shall together constitute one and
       the same instrument.

11.16  The parties acknowledge and agree that to the extent the Purchaser
       suffers or incurs any loss as a result of a breach by more than one
       Vendor of any of the Warranties or of its obligations under this
       Agreement (a "Defaulting Vendor"), the liability of each of the
       Defaulting Vendors to the Purchaser for such loss shall be limited
       proportionately to the amount of Consideration received by all such
       Defaulting Vendors respectively as set out in columns (4) and (5) of
       Schedule 1A.

11.17  The Purchaser undertakes to the Vendors that it shall not alter or vary
       any material term of the Principal Share Purchase Agreement to the extent
       that such term directly affects Cazenove, HSBC or Sky, without the prior
       written consent of Cazenove, HSBC and Sky, such consent not to be
       unreasonably withheld or delayed.

12.    Notices
       -------

12.1   Save as otherwise provided in this Agreement any notice, demand or other
       communication to be served under this Agreement shall be in writing in
       the English language and shall be served upon any party hereto only by
       posting by first class post (if to an address in the same country) or air
       mail (if to an address in a different country) or delivering the same by
       hand or by courier, to its address given or referred to in this clause or
       sending the same by facsimile transmission to the number given in this
       clause for the addressee or at such other address or number as it may
       from time to time notify in writing to the other parties hereto.

12.2   A notice, demand or other communication served by first class post shall
       be deemed duly served on an address in the same country 48 hours
       (disregarding days which are not business days) after posting, a notice,
       demand or other communication served by air mail shall be deemed duly
       served on an addressee in a different country five business days after
       posting and a notice, demand or other communication sent by facsimile
       transmission shall be deemed to have been served at the time of
       transmission (save that if the transmission occurs after 6.00 p.m. the
       notice, demand


                                      28
<PAGE>

       or other communication shall be deemed to have been served at 8.30 a.m.
       on the next business day following transmission) and in proving service
       of the same it will be sufficient to prove, in the case of a letter, that
       such letter was left at or delivered to the correct address of the party
       to be served as provided in this Agreement or, in the case of properly
       stamped or franked first class post or air mail, addressed to the address
       of the party to be served given in this clause and placed in the post
       and, in the case of facsimile transmission, that such facsimile was duly
       transmitted to the number of the party to be served given in this clause
       and an electronic acknowledgement was received.

12.3   All notices, demands or other communications given under this Agreement,
       shall be given to the following addresses:


                         If to the Vendors:     the Vendors' Representative
                                                Berwin Leighton
                                                Adelaide House
                                                London Bridge
                                                London EC4R 9HA

                         Fax Number:            020 7760 1111
                         Telephone Number:      020 7760 1000
                         For the attention of:  Antony Grossman


                         If to the Purchaser:   c/o Havelet Trust Company
                                                (BVI) Limited
                                                P.O. Box 3186
                                                Road Town, Tortola
                                                British Virgin Islands
                         For the attention of:  General Counsel


                         Copy to:               (1) James Brown
                                                401 East Middlefield Road
                                                Mountain View


                                      29
<PAGE>

                                             California, USA 9403
                       Fax Number:           +1 650 230 8944
                       Telephone Number:     +1 650 424 5500

                                             (2) Lawrence Kane
                                             Orrick, Herrington & Sutcliffe
                                             LLP
                                             Old Federal Reserve Bank
                                             Building
                                             400 Sansome Street
                                             San Francisco
                                             CA 94111-3143
                       Fax Number:           +1 415 773 5759

                       Telephone Number:     +1 415 392 1122

                       If to Sky:            British Sky Broadcasting Ltd
                                             Grant Way
                                             Isleworth
                                             Middlesex  TW7 5QD

                       Fax Number:           020 7705 3254

                       Telephone Number:     020 7705 3467

                       For the attention of: Deanna Bates, Legal & Business
                                             Affairs

12.4 For the purposes of this clause "business day" means a day (other than a
     Saturday or a Sunday) on which banks are generally open for business in
     London.

13.  Governing Law and Submission to Jurisdiction
     --------------------------------------------

13.1 This Agreement shall be governed by and construed in accordance with
     English law. The parties submit to the non-exclusive jurisdiction of the
     English courts for the purpose of enforcing any claim arising hereunder.
     The Purchaser hereby appoints Baker & McKenzie of 100 New Bridge Street,
     London, EC4V 6JA to be its agent for service of process in England. CF and
     HW hereby appoint Berwin Leighton Paisner



                                      30
<PAGE>

     of Adelaide House, London Bridge, London, EC4R 9HA to be their agent for
     service of process in England. Should the agent for service appointed
     pursuant to this clause, or should a party who has not appointed an agent,
     leave England permanently, the Appointor or party, as the case may be,
     shall forthwith appoint another agent for service of process resident in
     England, failing which its solicitors pursuant to this transaction shall
     become such agent for service. Any change of the appointment of agent for
     service of process in England to any other such agent resident in England
     may be made on notice to the other parties at any time.



                                      31
<PAGE>

                                  SCHEDULE 1A

                                  The Vendors

<TABLE>
<CAPTION>
         (1)                         (2)                (3)                  (4)              (5)

 Name and Address of            Number of Sale     Cash Component           Shares           Escrow
        Vendor                      Shares                                Component
                                                                          (including         Shares
                                                                        Escrow Shares)

                                                                           Open TV          Open TV
                                                                            shares           shares
                                                      (Pounds)
<S>                          <C>                   <C>                  <C>                 <C>
Mr Jasper Smith              15,774,589 ordinary
96 Oakley Street             shares
London SW3 5NR                                           963,822           627,775          108,028
England                      3,183 "A" ordinary
                             shares

Mr Mark Rock                 15,774,589 ordinary
20 Berwyn Road               shares                      963,627           627,648          108,006
London SE24 9DB
England

Media &                      11,771,242                  719,073           468,361           80,596
Technology Group Limited     ordinary shares
Tropic Isle Building
PO Box 438
Road town
Tortola
British Virgin Islands
</TABLE>
<PAGE>

                                   SCHEDULE 1B

                 Non-Principal Shareholders and Option holders

<TABLE>
<CAPTION>
            (1)                   (2)                      (3)                      (4)             (5)

   Name and Address of         Number of            Number of Options               Cash           Shares
          Vendor                Company                                           Component       Component
                                Shares
                                                                                   (Pounds)       (Open TV
                                                                                                   shares)
<S>                            <C>           <C>                                  <C>             <C>
James Beveridge
Westwood Hedgerow
Buckinghamshire SL9 OHD          324,750                                    -       19,838           17,620

Howard Waterfall                 955,148                                            58,347           51,825
Flat 3
50 Dorchester Road                           19,102 Options (approved)               1,706 (*)            -
London W2 6ET                                granted at (Pounds)0.157 per share

                                             159,191 Options (approved)                  -                -
                                             granted at (Pounds)1.04 per share

Christian Fernandez              955,148                                            58,347           51,825
Flat 10
24 Rathbone Street                           191,029 Options (approved)             16,929 (*)            -
London W1P 1NA                               granted at (Pounds)0.157 per share

                                             420,262 Options (approved)             37,680 (*)            -
                                             granted at (Pounds)0.157 per share

                                             1,273,528 Options (unapproved)
                                             granted at                            227,538 (*)       34,131 (*)
                                             (Pounds)0.157 per share

Noah Harris                      716,361                                            43,761           38,868
Flat 1
6 King Edwards Road                          19,102 Options (approved)               1,706 (*)            -
London Fields                                granted at (Pounds)0.157 per share
London E9 7SF

Nicholas Briggs                  716,361                                            43,761           38,868
Unit 3
6-12 Triangle Road                           19,102 Options (approved)               1,706 (*)            -
London E8 3RP                                granted at (Pounds)0.157 per share

Wayne Thornill                               477,600 Options
</TABLE>
<PAGE>

<TABLE>
<S>                            <C>           <C>                                <C>               <C>
62A Clapham Common                           (unapproved) granted at             113,775 (*)       17,066 (*)
West Side                              0     (Pounds)0.157 per share
London SW4 9AV                               159,200 Options (unapproved)
                                             granted at (Pounds)0.157 per share

Andrew Fearon                                608,144 Options (unapproved)
"Brooms"                               0     granted at (Pounds)0.157 per share  108,655 (*)       16,298 (*)
Langley Lower Green
Saffron Waldon
Essex CB11 4JB

Sky New Media Ventures Plc     5,969,677                                -        364,671          323,903
Grant Way
Isleworth
Middlesex  TW7 QD

HSBC Investment Bank Plc       2,654,058                                -        162,129          144,004
Thames Exchange
10 Queen Street
London EC4R 1BL

Greenwood Nominees             4,807,692                                -        293,689          260,856
Limited (Account CNEAF)
</TABLE>

(*) Tax to be withheld at source by the Company on the aggregate value of these
gross amounts based on the marginal tax rates of the Optionholders on the date
of Completion.
<PAGE>

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------
      Name of Option holder with            Number of Options                 Cash Component (*)
           Approved Options
-------------------------------------------------------------------------------------------------------------
<S>                                    <C>                                   <C>
 Options granted at (Pounds)0.157 per
 share
-------------------------------------------------------------------------------------------------------------
D   Park                                            57,308                (Pounds)                  5,120
-------------------------------------------------------------------------------------------------------------
T  Swift                                            57,308                (Pounds)                  5,120
-------------------------------------------------------------------------------------------------------------
D  Toll                                             57,308                (Pounds)                  5,120
-------------------------------------------------------------------------------------------------------------
N   Scott                                           57,308                (Pounds)                  5,120
-------------------------------------------------------------------------------------------------------------
A   McKechnie                                       57,308                (Pounds)                  5,120
-------------------------------------------------------------------------------------------------------------
S   McCarthy                                        19,102                (Pounds)                  1,706
-------------------------------------------------------------------------------------------------------------
S   Hollowell                                      114,617                (Pounds)                 10,239
-------------------------------------------------------------------------------------------------------------
S   Lebreton                                        19,102                (Pounds)                  1,706
-------------------------------------------------------------------------------------------------------------
A   Sandoz                                          19,102                (Pounds)                  1,706
-------------------------------------------------------------------------------------------------------------
A   Wilcox                                          57,308                (Pounds)                  5,120
-------------------------------------------------------------------------------------------------------------
D   McSweeney                                      318,381                (Pounds)                 28,442
-------------------------------------------------------------------------------------------------------------
N   Garrigan                                        19,102                (Pounds)                  1,706
-------------------------------------------------------------------------------------------------------------
A   Parker                                          19,102                (Pounds)                  1,706
-------------------------------------------------------------------------------------------------------------
A   Welch                                          318,381                (Pounds)                 28,442
-------------------------------------------------------------------------------------------------------------
S   Law                                                                                                 0
-------------------------------------------------------------------------------------------------------------
D   Capstick                                        19,102                (Pounds)                  1,706
-------------------------------------------------------------------------------------------------------------
C   Rose                                            19,102                (Pounds)                  1,706
-------------------------------------------------------------------------------------------------------------
N   Wheeler                                         19,102                (Pounds)                  1,706
-------------------------------------------------------------------------------------------------------------
A   Fox                                             19,102                (Pounds)                  1,706
-------------------------------------------------------------------------------------------------------------
C   Cardwell                                        57,308                (Pounds)                  5,120
-------------------------------------------------------------------------------------------------------------
D   Still                                           19,102                (Pounds)                  1,706
-------------------------------------------------------------------------------------------------------------
M   Charras                                         19,102                (Pounds)                  1,706
-------------------------------------------------------------------------------------------------------------
C   Biscoe                                          19,102                (Pounds)                  1,706
-------------------------------------------------------------------------------------------------------------
D   Synnott                                         19,102                (Pounds)                  1,706
-------------------------------------------------------------------------------------------------------------
A   Park                                            19,102                (Pounds)                  1,706
-------------------------------------------------------------------------------------------------------------
Jeff Zie                                           120,985                (Pounds)                 10,808
-------------------------------------------------------------------------------------------------------------
David Bishop                                        57,308                (Pounds)                  5,120
-------------------------------------------------------------------------------------------------------------
Philippe Fau                                        57,308                (Pounds)                  5,120
-------------------------------------------------------------------------------------------------------------
Laurence Pasinisi                                   9,551                 (Pounds)                    853
-------------------------------------------------------------------------------------------------------------
Lisa Howell                                         9,551                 (Pounds)                    853
-------------------------------------------------------------------------------------------------------------

-------------------------------------------------------------------------------------------------------------

                                          Number of Options (Approved)
Name of Option holder with              Options granted at (Pounds)1.04 per
          Approved Options                            share)                                 Cash Component
-------------------------------------------------------------------------------------------------------------
Eric Zie                                            57,308                (Pounds)                    0
-------------------------------------------------------------------------------------------------------------
Caroline Rominelli                                  19,102                (Pounds)                    0
-------------------------------------------------------------------------------------------------------------
Russell Haskins                                     57,308                (Pounds)                    0
-------------------------------------------------------------------------------------------------------------
Peter Lilley                                       114,617                (Pounds)                    0
-------------------------------------------------------------------------------------------------------------
Mark Fone                                           31,828                (Pounds)                    0
-------------------------------------------------------------------------------------------------------------
</TABLE>

(*)  Tax to be withheld at source by the Company on the aggregate value of these
gross amounts based on the marginal tax rates of the Optionholders on the date
of Completion.
<PAGE>

                                  SCHEDULE 2

                            Details of the Company

THE COMPANY
-----------


1.    Registered number:     03982630

2.    Address of registered office: Static 2358 Holdings Limited
                                    5 Old Street
                                    London
                                    EC1V 9HL

3.    Date and place of incorporation:      28/04/2000  England and Wales

4.    Authorised share capital:     (Pounds)15,000,000
                                    120,600,000 Ordinary Shares of 10p each
                                    6,000,000 A Ordinary Shares of 10p each; and
                                    2,340,000 B Shares at (Pound)1 each.

5.    Issued share capital:         60,422,797 Ordinary Shares
                                    3,183 A Ordinary Shares


6.    First Series Zero Coupon

      Convertible Unsecured Loan

      Notes 2002:                           2,450,000 (issued on 26 May 2000) in
                                            the name of HSBC Investment Bank Plc



      Second Series Zero Coupon

      Convertible Unsecured Loan

      Notes 2002:                           1,200,000 (issued on 24 October
                                            2000) in the name of HSBC Investment
                                            Bank Plc

                                      36
<PAGE>

7.     Directors:     Paul Bustin
                      Jasper Smith
                      Wayne Thornhill

8.     Secretary:     Andrew Fearon

9.     Accounting Reference Date:  31 December

10.    Auditors:      Ernst & Young

                                      37
<PAGE>

                                  SCHEDULE 3

                               The Subsidiaries



Name of Subsidiary:                 Static 2358 Limited

Registered Number:                  03364451

Date and place of Incorporation:    28/04/1997 - England and Wales

Address of Registered Office:       Static 2358 Limited
                                    The Ground Floor, 5 Old Street
                                    London
                                    EC1V 9HL

Directors:                          Paul Bustin
                                    Andrew Fearon
                                    Mark Rock
                                    Jasper Smith
                                    Wayne Thornhill

Secretary:                          Andrew Fearon

Auditors:                           Ernst & Young

Accounting Reference Date:          30/06/2001

Authorised Share Capital:           200,000 Ordinary Shares of 10p each
                                    25,000 A Ordinary Shares of 10p each

Issued Share Capital:               174,670 Ordinary Shares of 10p each and 11 A
                                    Ordinary Shares of 10p each

Registered Shareholders & identity of beneficial owners:  The Company

                                      38
<PAGE>

Company number:                     B430 085 191

Registered name:                    STATIC 2358 FRANCE SARL

Registered address:                 48 rue Montmartre, 75002, Paris

Date of incorporation:              28 March 2000

Former name(s) (if any)             N/A

Date of name changes (if any):      N/A

Authorised share capital:           765,294 Euros

Shareholders:                       (1) Static 2358 Limited
                                    (2) Andrew Fearon

Directors and Co. Sec:              Jasper Smith
                                    Wayne Thornhill
                                    Andrew Fearon
                                    Christian Fernandez

Auditors:                           Ernst & Young

                                      39
<PAGE>

Company number:                   001432106

Registered name:                  STATIC 2358 (US) Inc

Former name(s) (if any):          Static 2358 (US) Ltd Inc

Date of name changes (if any):    25 August 2000

Date of incorporation:            10 July 2000

Registered Office:                615 South Dupont Highway, City of Dover,
                                  County of Kent, State of Delaware, 19901

Executive Office:                 30 West 21/st/ Street, 5/th/ Floor, New York,
                                  10020

Authorised share capital:         1,000 shares of common stock of the par value
                                  of US$0.01 each
                                  100 shares allocated

Shareholders:                     Static 2358 Limited

Directors and Co. Sec:            Jasper Smith (Chairman, President and CEO)
                                  Wayne Thornhill (CFO and treasurer)
                                  Andrew Fearon (General Counsel and Secretary)
                                  Howard Waterfall (Chief Technology Officer)

Fiscal year:                      ends 31/st/ December

Auditors:                         Ernst & Young

                                      40
<PAGE>

                                  SCHEDULE 4A


                                  Warranties


1.   Corporate Matters
     -----------------


1.1  The Vendor is the beneficial owner of the Sale Shares set opposite his or
     its name in column (2) of Schedule 1A, and sells, or procures the sale,
     free and clear of any lien, charge, option, right of pre-emption or other
     encumbrance or third party right whatsoever (other than those set out in
     the Articles of Association and/or the Shareholders' Agreement).  The Sale
     Shares of the Vendor that are being sold to the Purchaser hereunder when
     sold and delivered in accordance with the terms hereof for the
     consideration expressed herein, will be duly and validly issued, fully paid
     and free of restrictions on transfer (other than those set out in the
     Articles of Association of the Company and/or the Shareholders' Agreement)
     and will be sold in compliance with all applicable UK securities laws.

1.2  The information set out opposite the relevant Vendor's name in Schedule 1A,
     columns (1), (2) and (3) is true, complete and accurate.

1.3  HSBC is the beneficial owner of the Loan Notes, free and clear of any lien,
     charge, option, right of pre-emption or other encumbrance or third party
     right whatsoever.  The Loan Notes that are being assigned to the Purchaser
     hereunder when assigned and delivered in accordance with the terms hereof
     for the consideration expressed herein, will be duly and validly
     transferred and free of restrictions on transfer.  [This Warranty is given
     by HSBC only]

1.4  The information regarding the Loan Notes set out in Schedule 2 is true and
     accurate.  True, complete and accurate copies of the Loan Notes have been
     supplied to the Purchaser.  [This Warranty is given by HSBC only.]

                                      41
<PAGE>

2.   Power, Title, Authorisation and Regulation S
     --------------------------------------------

2.1  The Vendor has all requisite legal and, to the extent applicable, corporate
     power, and authority to enter into and perform its obligations under this
     Agreement and to consummate the transactions contemplated by this Agreement
     to be consummated by the Vendor.  The execution, delivery and performance
     of this Agreement by the Vendor and the consummation of such transactions
     have been duly and validly authorised by all necessary action, including,
     if applicable, corporate action, by or on behalf of the Vendor.  This
     Agreement and the agreements contemplated hereby to which the Vendor is a
     party has been duly executed and delivered by the Vendor and constitutes a
     valid and binding obligation of the Vendor, subject to the laws of general
     application relating to bankruptcy, insolvency and the relief of debtors
     and rules of law governing specific performance, injunctive relief and
     equitable remedies.  No consent, approval, order or authorisation of, or
     registration, declaration or filing with, any governmental entity or third
     party is required by or with respect to the Vendor in connection with the
     execution and delivery of this Agreement by the Vendor or the consummation
     by each Vendor of the transactions contemplated hereby.

2.2  The Vendor represents that he has or will have, as at Completion, full
     right, power and authority to sell, transfer and deliver such Sale Shares
     to the Purchaser, and, upon delivery of the certificate or certificates
     therefor to the Purchaser and the Purchaser's payment for and acceptance
     thereof, will transfer to the Purchaser the Sale Shares with full title
     guarantee free and clear of any restriction, claim, lien, charge,
     encumbrance or equity whatsoever.  No Vendor is party to any voting trust,
     agreement or arrangement affecting the exercise of the voting rights of the
     relevant shares.

2.3  There is no action, proceeding, claim or, to the Vendor's knowledge and
     belief, investigation against the Vendor or any of the Vendor's assets,
     properties or, as applicable, any of the Vendor's respective officers or
     directors, pending or, to the Vendor's knowledge and belief, threatened, at
     law or in equity, or before any court, arbitrator or other tribunal, or
     before any administrative law judge, hearing officer or administrative
     agency relating to or in any other manner impacting upon the ability of the
     Vendor to sell, and/or the title to, the Sale Shares owned by the Vendor.

                                      42
<PAGE>

2.4    The Vendor hereby acknowledges that he or it has read this Agreement and
       the other documents to be delivered by him or it in connection with the
       consummation of the transactions contemplated hereby and has made an
       independent examination of the transactions contemplated hereby
       (including the tax consequences thereof). The Vendor acknowledges that he
       has had an opportunity to consult with and has relied solely upon the
       advice, if any, of the Vendor's legal counsel, financial advisors, or
       accountants with respect to the transactions contemplated hereby to the
       extent the Vendor has deemed necessary, and has not been advised or
       directed by the Purchaser, the Company or their respective legal counsel
       or other advisors in respect of any such matters and has not relied on
       any such parties in connection with this Agreement and the transactions
       contemplated hereby.

2.5    The Vendor represents in respect of the New OpenTV Shares that:

2.5.1  the Vendor acknowledges that none of the New OpenTV Shares to be issued
       to him or it have been or will be registered under the Securities Act,
       and such securities, to the extent offered, are being offered to the
       Vendor outside the United States in reliance on Regulation S under the
       Securities Act ("Regulation S");

2.5.2  the Vendor is not a US person (as defined in Regulation S) and is not
       acquiring the New OpenTV Shares for the account or benefit of any such US
       person, and, if the Vendor is a resident of Ontario, Canada, each the
       Vendor makes the additional acknowledgements set out in Schedule 4B.

2.5.3  for a period of 40 days following the Completion, the Vendor will not
       resell the New OpenTV Shares except: (i) pursuant to registration of the
       New OpenTV Shares under the Securities Act, (ii) in offshore transactions
       outside the United States in accordance with Rule 903 or 904 of
       Regulation S, or (iii) pursuant to another available exemption from the
       registration requirements of the Securities Act; and the Vendor will not
       engage in hedging transactions with regard to the New OpenTV Shares
       unless in compliance with the Securities Act;

2.5.4  the Vendor acknowledges and accepts that the Purchaser is required
       pursuant to Regulation S to refuse to register the transfer of any New
       OpenTV Shares in violation of the restrictions stated in paragraph 2.5.3
       of this Schedule, and in the event any

                                      43
<PAGE>

       Vendor breaches either paragraph 2.5.2 or 2.5.3 of this Schedule, then
       such Vendor accepts that the Purchaser is entitled to legend any relevant
       Certificate with the appropriate and applicable US securities legend.

                                      44
<PAGE>

                                  SCHEDULE 4B


            Additional Acknowledgements of the Canadian Shareholder


In addition to the representations set out in Schedule 4A, HW who is a resident
of Ontario, Canada hereby acknowledges and confirms his agreement with the
Purchaser that:


1.1  the New OpenTV Shares are being issued pursuant to exemptions from the
     prospectus filing and dealer registration requirements of applicable
     Canadian securities legislation; and


1.2  the New OpenTV Shares will be subject to resale restrictions under
     applicable Canadian securities legislation.

                                      45
<PAGE>

                                  SCHEDULE 4C

                             Purchaser's Warranties

1.   The Purchaser and each subsidiary of the Purchaser which is a significant
     subsidiary as such term is defined under Rule 1.02 of Regulation S-X
     promulgated under the Exchange Act (collectively, the "Purchaser
     Subsidiaries") has been duly organised and is validly existing and in good
     standing under the laws of its jurisdiction of incorporation or
     organisation, as the case may be, and has the requisite power and authority
     and all necessary governmental approvals to own, lease and operate its
     properties and to carry on its business as it is now being conducted.  The
     Purchaser and each Purchaser Subsidiary is duly qualified or licensed to do
     business, and is in good standing, in each jurisdiction where the character
     of the properties owned, leased or operated by it or the nature of its
     business makes such qualification or licensing necessary, except for such
     failures to be so qualified or licensed and in good standing that,
     individually or in the aggregate, have not resulted and could not
     reasonably be expected to result in a Material Adverse Event for the
     Purchaser.


2.   The copies of the Purchaser's Memorandum of Association and Articles of
     Association, each as amended through the date of this Agreement, that are
     available with the SEC, are current, complete and correct copies of those
     documents.  The Purchaser is not in violation of any of the provisions of
     such Memorandum of Association and Articles of Association.


3.   The authorized capital stock of the Purchaser consists of (i) 500,000,000
     Class A Ordinary Shares, (ii)  200,000,000 Class B Ordinary Shares, and
     (iii)  500,000,000 Preference Shares.  As of 31 December, 2000 34,829,632
     Class A Ordinary Shares, 30,631,746 Class B Ordinary Shares and no
     Preference Shares were issued and outstanding, all of which issued and
     outstanding Shares were validly issued and are fully paid, nonassessable
     and, except as set forth in the Investors' Rights Agreement included as an
     Exhibit to the Purchaser's SEC Reports (as defined in clause 10 below), not
     subject to pre-emptive rights.

                                      46
<PAGE>

4.   The New OpenTV Shares, upon issuance on the terms and conditions specified
     in this Agreement (i) will be duly authorised, validly issued, fully paid,
     nonassessable, (ii) will not be subject to pre-emptive rights, and (iii)
     will be free and clear of all security interests, liens, claims, pledges,
     options, rights of first refusal, agreements, charges and other
     encumbrances or any nature whatsoever, other than as specifically
     contemplated by this Agreement or by law.


5.   The Purchaser has all necessary corporate power and authority to execute
     and deliver this Agreement and to perform its obligations under this
     Agreement and to consummate the transactions contemplated by this Agreement
     to be consummated by the Purchaser.  The execution and delivery of this
     Agreement by the Purchaser and the consummation by the Purchaser of such
     transactions have been duly and validly authorised by all necessary
     corporate action and no other corporate proceedings on the part of the
     Purchaser are necessary to authorise this Agreement or to consummate such
     transactions.  This Agreement has been duly authorised and validly executed
     and delivered by the Purchaser and constitutes a legal, valid and binding
     obligation of the Purchaser, enforceable against the Purchaser in
     accordance with its terms.


6.   The execution and delivery of this Agreement by the Purchaser does not, and
     the performance of this Agreement by the Purchaser will not:


6.1. conflict with or violate any provision of the Purchaser's Memorandum of
     Association or Articles of Association;


6.2. assuming that all relevant consents, approvals, authorisations and other
     actions have been obtained and all relevant filings and obligations have
     been made, conflict with or violate any law applicable to the Purchaser or
     by which any property or asset of the Purchaser is or may be bound or
     affected, except for any such conflicts or violations that, individually or
     in the aggregate, have not resulted and could not reasonably be expected to
     result in a Material Adverse Event for the Purchaser; or


6.3. result in any breach of or constitute a default (or an event which with or
     without notice or lapse of time or both would become a default) under, or
     give to others any right of termination, amendment, acceleration or
     cancellation of, or result in the

                                      47
<PAGE>

     creation of a lien on any property or asset of the Purchaser under, any
     contract to which the Purchaser is a party or by which any of them or their
     assets or properties is or may be bound or affected, except for any such
     breaches, defaults or other occurrences which, individually or in the
     aggregate, have not resulted and could not reasonably be expected to result
     in a Material Adverse Event for the Purchaser.


7.   The execution and delivery of this Agreement by the Purchaser does not, and
     the performance of this Agreement by the Purchaser will not, require any
     consent, approval, authorisation or permit of, or filing with or
     notification to, any third party or governmental entity except (i) for
     applicable requirements of the Exchange Act, applicable requirements of the
     Securities Act, applicable requirements of Blue Sky Laws, the rules and
     regulations of the NASDAQ National Market and the Amsterdam Stock Exchange,
     applicable requirements of takeover statutes, applicable notification
     requirements of the anti-trust laws or any other laws, and (ii) where
     failure to obtain such consents, approvals, authorisations or permits, or
     to make such filings or notifications, individually or in the aggregate,
     have not resulted and could not reasonably be expected to result in a
     Material Adverse Event for the Purchaser.


8.   The Purchaser is a "Foreign Issuer" as that term is defined in Regulation S
     promulgated under the Securities Act.


9.   Each of the Purchaser and the Purchaser Subsidiaries is in possession of
     all franchises, grants, authorisations, licenses, permits, easements,
     variances, exceptions, consents, certificates, approvals and orders of any
     governmental entity necessary for the Purchaser or any Purchaser Subsidiary
     to own, lease and operate its properties or to carry on its business as it
     is now being conducted (collectively, the "Purchaser Permits"), except
     where the failure to have, or the suspension or cancellation of, any of the
     Purchaser Permits, individually or in the aggregate, has not resulted and
     could not reasonably be expected to result in a Material Adverse Event for
     the Purchaser, and, as of the date of this Agreement, no such suspension or
     cancellation of any of the Purchaser Permits is pending or, to the
     knowledge of the Purchaser, threatened, except where the failure to have,
     or the suspension or cancellation of, any of the Purchaser Permits,
     individually or in the aggregate, has not resulted and could not reasonably
     be expected to result in a Material Adverse Event for the Purchaser.
     Neither the

                                      48
<PAGE>

     Purchaser nor any Purchaser Subsidiary is in conflict with, or in default
     or violation of, (i) any law applicable to the Purchaser or any Purchaser
     Subsidiary or by which any property or asset of the Purchaser or any
     Purchaser Subsidiary is or may be bound or affected or (ii) any Purchaser
     Permits, except for any such conflicts, defaults or violations that,
     individually or in the aggregate, have not resulted and could not
     reasonably be expected to result in a Material Adverse Event for the
     Purchaser.


10.  The Purchaser has filed all forms, reports, schedules, statements and other
     documents (including all exhibits, annexes, supplements and amendments to
     such documents) required to be filed by it under the Exchange Act and the
     Securities Act (collectively, including any such documents filed subsequent
     to the date of this Agreement, the "Purchaser SEC Reports").  The Purchaser
     SEC Reports, including any financial statements or schedules included or
     incorporated therein by reference, at the time they were filed, (i)
     complied in all material respects with the requirements of the Exchange Act
     or the Securities Act or both, as the case may be, applicable to those
     Purchaser SEC Reports and (ii) did not contain any untrue statement of a
     material fact or omit to state a material fact required to be stated or
     necessary in order to make the statements made in those Purchaser SEC
     Reports, in the light of the circumstances under which they were made, not
     misleading.  No Purchaser Subsidiary is subject to the periodic reporting
     requirements of the Exchange Act or is otherwise required to file any
     documents with the SEC or any national securities exchange or quotation
     service or comparable governmental entity.


11.  Each of the consolidated balance sheets included in or incorporated by
     reference into the Purchaser SEC Reports (including the related notes and
     schedules) fairly presented, in all material respects, the consolidated
     financial position of the Purchaser as of the dates set forth in those
     consolidated balance sheets.  Each of the consolidated statements of income
     and of cash flows included in or incorporated by reference into the
     Purchaser SEC Reports (including any related notes and schedules) fairly
     presented, in all material respects, the consolidated results of operations
     and cash flows, as the case may be, of the Purchaser for the periods set
     forth in those consolidated statements of income and of cash flows, in each
     case in conformity with US Generally Accepted Accounting Principles
     ("GAAP") consistently applied throughout the periods indicated.  All of
     such balance sheets and statements complied

                                      49
<PAGE>

     as to form in all material respects with applicable accounting requirements
     and with the published rules and regulations of the SEC with respect
     thereto; provided, however, that the quarterly and annual profit and loss
     statements contained in those Purchaser SEC Reports made on Form 6-K and
     Form 6-K/A that have incorporated the Purchaser's quarterly earnings press
     releases were accounted in accordance with GAAP but presented in a format
     alternative to GAAP presentation.


12.  Except as and to the extent set forth on the consolidated balance sheet of
     the Purchaser as of December 31, 2000, including the related notes, neither
     the Purchaser nor any Purchaser Subsidiary has any liabilities or
     obligations of any nature (whether accrued, absolute, contingent or
     otherwise) that would be required to be reflected on a balance sheet or in
     the related notes prepared in accordance with GAAP, except for liabilities
     or obligations incurred in the ordinary course of business since December
     31, 2000 that, individually or in the aggregate, have not resulted and
     could not reasonably be expected to result in a Material Adverse Event for
     the Purchaser.


13.  Since 31 December, 2000 except as set forth in the Purchaser SEC Reports,
     the Purchaser has conducted its business only in the ordinary course and in
     a manner consistent with past practice and, since such date, there has not
     been any Material Adverse Event for the Purchaser.


                                      50
<PAGE>

                                  SCHEDULE 5


                      Principal Share Purchase Agreement

                                      51
<PAGE>

IN WITNESS WHEREOF the parties hereto have executed this document on the date
------------------
appearing at the head hereof.


Signed by

/s/ James Beveridge
------------------------
JAMES BEVERIDGE


Signed by

/s/ Howard Waterfall
------------------------
HOWARD WATERFALL


Signed by

/s/ Christian Fernandez
------------------------
CHRISTIAN FERNANDEZ


Signed by

/s/ Noah Harris
------------------------
NOAH HARRIS


Signed by

/s/ Nicholas Briggs
------------------------
NICHOLAS BRIGGS

Signed by

/s/ Wayne Thornhill
------------------------
WAYNE THORNHILL

Signed by

/s/ Andrew Fearon
------------------------
ANDREW FEARON

                                      52
<PAGE>

Signed by

/s/ Roger Blundell
---------------------------
for and on behalf of
SKY NEW MEDIA VENTURES PLC



Signed by

/s/ [Illegible]
---------------------------
for and on behalf of
HSBC INVESTMENT BANK PLC



Signed by

CAZENOVE NEW EUROPE ACCESS FUND NO. 1 LIMITED PARTNERSHIP
acting by its general partner
CAZENOVE NEW EUROPE (GP) LIMITED,
acting by its duly authorised attorney Catrina Holme
                                       -------------------
(without personal liability)

/s/ Catrina Holme
--------------------------
in the presence of:

Signature of Witness: /s/ Hilary Meyrick

Name: Hilary Meyrick

Address: 12 Tokenhouse Yard, London EL2R 7AN

Occupation: Venture Capitalist

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Signed by
CAZENOVE NEW EUROPE ACCESS FUND NO. 2 LIMITED PARTNERSHIP acting by its general
partner
CAZENOVE NEW EUROPE (GP) LIMITED,
acting by its duly authorised attorney Catrina Holme
                                       ----------------------
(without personal liability)

/s/ Catrina Holme
----------------------
in the presence of:

Signature of Witness: /s/ Hilary Meyrick

Name: As above

Address: As above

Occupation: As above


Signed by

/s/ Scott Ray
-----------------------
for and on behalf of
OPENTV CORP

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