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                                                                   EXHIBIT 10.17





         [*Deleted pursuant to a request for confidential treatment.]


HARPO, INC.                                                         [HARPO LOGO]
110 North Carperman Street
Chicago, Illinois 60607
312.633.1030   Fax 312.633.1141


Jeffrey D. Jacobs
President



January 28, 1991

Mr. Steve Palley
King World
1700 Broadway
35th Floor
New York, NY 10019

Dear Steve:

Pursuant to our conversations, may the following serve as a deal memorandum for
the services of Oprah Winfrey and HARPO Productions for an extension of The
Oprah Winfrey Show for the 1993/94 and 1994/95 television seasons, expiring on
August 31, 1995.

1.      HARPO will produce and Oprah Winfrey will host 200 episodes in each of 
        the two additional television seasons.

2.      The production costs for The Oprah Winfrey Show shall be as follows:
                1990/1991 season        *****        
                1991/1992 season        *****
                1992/1993 season        *****
                1993/1994 season        *****
                1994/1995 season        *****

3.      King World to lend HARPO ***** interest free; loan repayable by HARPO
        ***** on ***** and ***** on *****. The loan will be secured by all
        revenues payable to HARPO at any time under the HARPO/King World
        agreement, as well as by the stock issuable under the options set forth
        in paragraph 5 below.

4.      For the 1993/1994 and 1994/1995 broadcast season extensions, King World
        guarantees that HARPO will receive payments of gross revenues of not
        less than ***** in the aggregate for both seasons. At least ***** of
        such guarantee shall be payable not later than December 31, 1994 and the
        balance not later than December 31, 1995.
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          [*Deleted pursuant to a request for confidential treatment.]


Mr. Steve Palley
January 28, 1991
Page 2

5.      King World to grant to HARPO options for one million shares of King
        World stock exercisable at the lowest closing price the week of January
        28, 1991, and which will vest as follows:

                August 31, 1991         12.5%
                August 31, 1992         ***** 
                August 31, 1993         ***** 
                August 31, 1994         ***** 
                August 31, 1995         *****
                August 31, 1996         ***** 

        a)      HARPO has the right to pay the exercise price in cash or in King
                World stock if permitted by King World's stock option plan.

        b)      The shares subject to the option will be publicly registered. 
                HARPO and King World shall negotiate in good faith towards
                establishing volume limitations on sales by HARPO of such shares
                commensurate with the size of its holdings of King World stock.

6.      ***** 

7.      The ***** for The Oprah Winfrey Show for the two additional seasons
        shall be split ***** between King World and HARPO *****. Payment
        provisions shall be the same as outlined in paragraph 16 of the July 29,
        1988 amendment modifying paragraph 11 to the January 30, 1987 agreement.


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          [*Deleted pursuant to a request for confidential treatment.]


Mr. Steve Palley
January 28, 1991
Page 3

8.      King World agrees that, except for its worldwide first run television
        distribution efforts during the extended term ending August 31, 1995
        (August 31, 1997 for territories outside the United States), it cannot
        distribute or license for distribution the produced episodes of The
        Oprah Winfrey Show in any medium without the express written permission
        of HARPO. Such restrictions shall reciprocally apply to HARPO if HARPO
        acquires any of the episodes of The Oprah Winfrey Show produced by
        WLS-TV. If HARPO and King World mutually agree to distribute shows
        produced during the term after August 31, 1995 (August 31, 1997 for
        territories outside the United States), or in other media; then *****
        shall be paid from ***** and *****. 

9.      HARPO, Inc. shall continue in its role as provider of services to the
        show in the affiliate relations, public and media relations, fan mail
        and on-air promotion services areas.

10.     HARPO and King World agree to increase the on-air promotion and co-op
        budget in an amount to be negotiated in good faith to prepare for the
        additional talk show competition.

11.     There will be no further syndicated HARPO specials following "Nine".

12.     The references to the "Seventh Period" in paragraph 8(b) of the
        existing HARPO/King-World agreement shall be amended to refer to the 
        1994/1995 television season (with the exception to such paragraph 
        being deleted).

Developments

1.      HARPO grants the right of first look/first negotiation to King World
        for the period ending August 31, 1995 In the area of syndicated
        first-run products produced by HARPO. If HARPO and King World fail to
        reach agreement on business terms following any such negotiation, then
        HARPO shall not enter into an agreement with any third party with
        respect to the rights in question unless King



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          [*Deleted pursuant to a request for confidential treatment.]

Mr. Steve Palley
January 28, 1991
Page 4


        World has failed, within two business days following its receipt of
        notice of the material financial barriers of the offer made by such
        third party, to match such offer. Except as set forth in the first
        sentence of this paragraph, all retroactive and prospective obligations
        relating to project development and submissions and development fund 
        recoupment and payment shall end, except that HARPO agrees that 
        syndicated first run and home video development costs will come out of
        existing development fund money and that, if HARPO produces a 
        syndicated first run or home video project with a third party, King 
        World shall recoup the portion of such money allocable to develop or 
        produce such project.

2.      Provided that such rights are available, HARPO grants the worldwide
        off-network distribution rights (including home video rights for
        territories outside the United States when King World deems necessary)
        for up to four (4) HARPO-produced network television films designated by
        HARPO to be produced on or before December 1, 1995. King World shall pay
        distribution advances on a cross-collateralized basis among all such
        films distributed, payable by the completion of principal photography of
        ***** for the first television film, ***** for the second, ***** for the
        third, and ***** for the fourth. King World shall receive a *****
        distribution fee for U.S. distribution and ***** for all other
        territories throughout the world.

3.      HOME VIDEO
        King World and HARPO shall mutually agree on the exploitation and
        distribution of Oprah Winfrey Show videos, best of, anthologies and the 
        like, using actual footage.

        King World and HARPO shall split said revenue *****. HARPO shall receive
        a reasonable production fee when shows are edited or re-produced and/or
        a talent fee when Oprah Winfrey appears in new on-camera footage.

        Other home video production will be subject to good faith negotiation.
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Mr. Steve Palley
January 28, 1991
Page 5


King World will promptly prepare and submit a document that will endeavor to
combine all previous documents and agreements into one document that includes
all the operative language of previous documents and incorporate the terms,
conditions and amendments contained in this deal memorandum, while removing any
ambiguities identified by HARPO that exist in the boilerplate. Except as
expressly modified by this letter, the agreement between King World and HARPO,
as amended to date, shall remain in full force and effect unless and until
superseded by such combining document.

If the foregoing meets with your approval, please sign a copy of this document
and return it to me.

Thank you for your cooperation in this matter.

Very truly yours,

HARPO, INC.

/s/ Jeffrey D. Jacobs

Jeffrey D. Jacobs
President

ACCEPTED AND APPROVED

King World Productions, Inc.

By: /s/ Jonathan Birkhahn 

I hereby confirm that all of the representations, warranties and agreements
made by me in the acknowledgement, dated January 30, 1987, apply to the
foregoing letter agreement.

Dated:  Jan. 29, 1991             /s/ Oprah Winfrey
      --------------------       ------------------------ 
                                  Oprah Winfrey