DATED 22nd January 1993





                       (1) THE HOME VIDEO CHANNEL LIMITED


                          (2) RICHARD CHRISTOPHER YATES






                                SERVICE AGREEMENT





THIS AGREEMENT is made on 22nd January 1993

BETWEEN:-

(1)      THE HOME VIDEO CHANNEL LIMITED (company number 2412178) whose 
         registered office is at Pembroke House, 11 Northlands Pavement, 
         Pitsea, Basildon, Essex (the "Company"); and

(2)      RICHARD CHRISTOPHER YATES of Woodbarn Cottage, Pump Lane North, Marlow,
         Buckinghamshire SL7 3RD (the "Executive").

WHEREBY IT IS AGREED as follows:

1.       INTERPRETATION

1.1      In this Agreement:-

         the "Board"       means the board of directors of the Company from 
                           time to time;

         "Employment"      means the Executive's employment under this 
                           Agreement;

         "Financial Year"  has the meaning set out in Section 223 of the 
                           Companies Act 1985 as in effect on the date of 
                           this Agreement;

         "Intellectual     includes letters patent, trade marks, service marks, 
         Property"         designs, copyrights, design rights, applications for 
                           registration of any of the foregoing and the right 
                           to apply for them in any part of the world
                           and rights of a like nature; and

         "Net Profits"     means (in relation to any financial year of the 
                           Company) a sum calculated in accordance with the 
                           provisions of the Schedule.

1.2      So far as the context allows or requires:-

1.2.1    the singular includes the plural and vice versa and a reference to 
         one gender includes a reference to any gender;

1.2.2    references to Clauses are to the clauses of this Agreement and 
         references to this Agreement include the Schedule;

1.2.3    references to a person include references to an individual, firm, 
         body corporate, or unincorporated association.

1.3      The headings in this Agreement are for ease of reference only and 
         shall not be used in the interpretation or construction of any of the
         provisions of this Agreement.

2.       EMPLOYMENT

         The Company shall continue to employ the Executive and the Executive
         shall continue to be employed by and serve the Company as its Managing
         Director.

3.       TERM

3.1      Subject always to earlier termination pursuant to Clause 11.1, the
         employment may be determined at any time by the Executive giving to the
         Company at least six months' notice in writing or the Company giving to
         the Executive at least twelve months' notice in writing in either case
         so as to expire on or at any time after 1st March 1995.

3.2      The Employment forms part of a continuous period of employment within
         the meaning of the Employment Protection (Consolidation) Act 1978 which
         began on 1st August 1989.

4.       DUTIES

         During the term of the Employment:

4.1      The Executive shall perform and observe such powers, duties and
         restrictions and shall conduct and manage such of the affairs of the
         Company as may from time to time reasonably be required of him by the
         Board and he shall obey and carry out the reasonable directions of the
         Board;

4.2      Unless prevented by illness or accident and except during holidays
         provided for under Clause 7 the Executive shall, during normal working
         hours and at such other reasonable times as may be necessary, devote
         the whole of his time attention and abilities to his duties at such
         place or places within the United Kingdom and, if appropriate and for
         the benefit of the Company, at such place or places abroad as the Board
         may reasonably determine, except that the Executive may not be required
         without his prior consent to devote so large a percentage of his time
         to the performance of his duties abroad as to make it necessary or
         desirable for him to take up residence abroad;

4.3      The Executive shall faithfully serve the Company to the best of his 
         ability and endeavour to promote the business of the Company;

4.4      The Executive shall give to the Board or such persons as the Board may
         direct such information regarding the affairs of the Company as the
         Board shall require; and

4.5      The Executive shall also act without further remuneration or fees as a 
         director of the Company.

5.       OFFICE OF DIRECTOR

         During his Employment the Executive shall not:

5.1      Voluntarily resign as a director of the Company unless the Executive
         reasonably considers it necessary or appropriate to do so to avoid any
         or any continuing personal liability (in which case such a resignation
         shall not constitute a breach of this Agreement by the Executive);

5.2      Be subject to retirement by rotation pursuant to the articles of 
         association of the Company; or

5.3      Do anything that would cause the Executive to be disqualified from 
         continuing to act as a director of the Company.

6.       REMUNERATION, EXPENSES AND CAR

6.1      The Company shall pay the Executive a salary at the rate of
         (pound)100,000 per annum to accrue from day to day and to be paid by
         equal monthly installments in arrears on the last working day of each
         calendar month by bank transfer. The Board shall review the Executive's
         salary once a year on or as near as reasonably practicable to the 1st
         day of August in each year (with the first such review being on 2nd
         August 1993) but shall not decrease the Executive's salary.

6.2      The Executive shall be reimbursed on a monthly basis all expenses
         properly incurred by him in the performance of his duties hereunder
         such reimbursement to be made against the production of relevant
         receipts or other evidence of expense.

6.3      During the period of this Agreement the Company shall place at the
         disposal of the Executive a car with a car telephone for both the
         business and personal use of the Executive. The car initially shall be
         a Porsche 944 Cabriolet and shall be replaced forthwith after the
         earliest of (a) the date that the mileage that such car has traveled
         (as shown on the car's odometer) is equal to 40,000 miles or (b) on (or
         as near as reasonably practicable to) 1st August 1994. Thereafter the
         Executive shall receive successive replacements forthwith after the
         earliest of (a) the third anniversary of the date that the Executive's
         then current car was first provided or (b) the date that the mileage
         that the Executive's then current car has traveled (as shown on the
         car's odometer) is equal to 40,000 miles. All such replacement cars
         shall be Porsche 944 Cabriolet (or the nearest equivalent then
         available) or a car chosen by the Executive having equivalent value.
         The Company shall pay all road tax, insurance premiums, maintenance,
         repair, servicing and petrol expenses in respect of the car and (as
         appropriate) the car telephone. Upon termination of the Employment for
         whatever reason the Executive shall immediately return the car (with
         the car telephone) and all keys to it to the Company.

6.4      The Company shall cause its auditors for the time being to certify the
         Net Profits of the Company for each financial year of the Company
         starting on or after 31st July 1993 on or within 7 days of the date on
         which accounts of the Company for that financial year are laid before
         the Company in general meeting. Such certificate shall be final and
         binding on the parties.

6.5      Subject to Clause 6.6, the Company shall pay the Executive by way of
         additional remuneration a sum equal to 7.5 percent of the increase in
         the Net Profits of the Company as so certified in respect of the
         immediately preceding financial year starting. Such sum shall be paid
         by bank transfer within 30 days of the certification in question.

6.6      If the Employment is terminated for any reason during any financial
         period starting on or after 31st July, the sum otherwise payable to the
         Executive by way of additional remuneration pursuant to Clause 6.5
         shall be reduced by an amount equal to the proportion of the financial
         period in question falling after termination of the Employment.

6.7      In the event that the Company changes its accounting reference date at
         any time after the date of this Agreement the parties shall agree
         appropriate adjustments to the provisions of Clauses 6.4 - 6.6 and in
         default of agreement within 14 days such adjustments shall be
         determined by the Company's auditors for the time being whose decision
         shall be final and binding on the parties and whose costs shall be
         borne by the Company.

7.       PENSION, LIFE INSURANCE AND PRIVATE HEALTH SCHEME

7.1      The Company shall provide to the Executive annually during the term of
         the Employment a further sum equal to 10% of the Executive's salary
         from time to time under Clause 6.1 for the purposes of investing in any
         pension plan of his own choice, such sum to be paid by equal monthly
         installments in arrears on the last working day of each calendar month
         to any pension plan nominated from time to time by the Executive
         provided always that in the event that the Company or any holding
         company of the Company shall establish its own pension scheme then the
         Executive shall be entitled to become a member of such scheme (at the
         Executive's option) in which case the Company shall pay all
         contributions to such scheme in respect of the Executive such
         contributions being not less than 10% of the Executive's salary from
         time to time under Clause 6.1. No contracting-out certificate pursuant
         to the provisions of the Social Security Pensions Act 1975 is in force
         in respect of the Employment.

7.2      The Company shall at its own cost procure that throughout the term of 
         the Employment the Executive shall:

7.2.1    be a member of a reputable private medical care scheme on the
         highest scale provided by such scheme under which he, his wife
         and his children under the age of 18 years shall be eligible
         to benefit;

7.2.2    have the benefit of term life insurance cover in the amount of 4 
         times his basic salary under Clause 6.1 from time to time;

7.2.3    have the benefit of permanent disablement cover conferring
         salary continuance benefits of 75% of his basic salary from
         time to time (provided always that the Company shall not be
         obliged to pay the amount of any premium therefor in excess of
         a reasonable and usual premium for an individual of equivalent
         age and seniority as the Executive).

8.       HOLIDAYS AND HOLIDAY PAY

8.1      In addition to all bank and other public holidays the Executive shall
         be entitled to 25 working days holiday during each calendar year to be
         taken at such time or times as the Board may approve during which his
         remuneration under Clause 6 shall continue to be payable. The Executive
         may with the approval of the Board carry forward any unused part of his
         holiday entitlement in any calendar year to the next calendar year.

8.2      During the calendar year in which the Employment terminates the
         Executive shall be entitled to such proportion of his annual holiday
         entitlement as the period of the Employment for such year shall bear to
         one calendar year. Upon termination of the Employment for whatever
         reason the Executive shall be entitled to salary in lieu of any then
         outstanding holiday entitlement and for the purposes of calculating any
         such entitlement the Executive's holiday entitlement shall be treated
         as accruing pro rata through the year on a daily basis.

8.3      Any days forming part of a holiday period taken by the Executive in
         respect of which he is ill or incapacitated by accident and for which a
         doctor's certificate of illness or incapacity is provided by him shall
         not be set against his holiday entitlement but will be treated as
         illness or accident for the purposes of Clause 9 below.

9.       ILLNESS/INCAPACITY

9.1      If the Executive becomes unable properly to perform his duties under
         the Agreement as a result of illness, accident or other incapacity for
         more than 7 consecutive days he shall send to the Company a certificate
         of his incapacity signed by a registered medical practitioner and
         during any continued absence the Executive shall send a further
         certificate every week. In respect of such absences of 7 or less
         consecutive days, the Executive will be required to comply with such
         procedures within the Company as may be in force from time to time
         governing the self certification of reasons for absence .

9.2      If the Executive shall be prevented by illness, accident or other
         incapacity from properly performing his duties hereunder the Executive
         shall be entitled to his salary at the full rate, less any social
         security, statutory sick pay or other benefits received by him for up
         to 190 working days in respect of all periods of absence in any period
         of 12 consecutive months and thereafter his salary shall continue to be
         paid at 50% of the then full rate for a further period of up to 65
         working days and thereafter the payment of his salary during any
         further period of absence shall be at the discretion of the Board.

9.3      For the purposes of calculation of statutory sick pay the days on which
         the Executive could qualify for payments are Monday, Tuesday,
         Wednesday, Thursday and Friday.

10.      RESTRICTIONS AND CONFIDENTIAL INFORMATION

10.1     During the continuance of his Employment the Executive shall not
         without the prior written consent of the Board, directly or indirectly,
         in any capacity engage in any other business or be concerned, engaged
         or interested in any trade, business or occupation of a similar nature
         to or competitive with that carried on by the Company.

10.2     The Executive shall not for a period of one year after the termination
         howsoever caused of the Employment whether alone or with any other
         person or as principal, agent, partner, director, employee or
         consultant and whether directly or indirectly be engaged, concerned or
         interested in any business directly competing in material respects with
         the business of the Company as carried on at the date of such
         termination.

10.3     Nothing in Clauses 10.1 and 10.2 shall prohibit the Executive from
         holding (a) any number of shares of common stock or debentures in Graff
         Pay-Per-View Inc. or (b) shares or debentures quoted or dealt in on a
         recognized stock exchange (whether in the United Kingdom or elsewhere)
         if not more than 2% of the shares or debentures of any class of any
         company is so held or (c) shares or debentures in respect of which he
         is eligible for relief from income tax under the Business Expansion
         Scheme.

10.4     The Executive shall not during the term of the Employment (except in
         the proper course of his duties as a director or employee of the
         Company) nor at any time after the termination for whatever reason of
         the Employment use for his own or other purposes or disclose or publish
         to any person at all any trade secret or any other confidential
         information concerning the business or management or finances of the
         Company which may have come to his knowledge during or in the course of
         his employment with the Company (whether prior to the commencement of
         this Agreement or not).

10.5     Clause 10.4 above shall not apply or shall cease to apply to any 
         such trade secret or confidential information:

10.5.1   once it falls into the public domain otherwise than through the 
         Executive's default;

10.5.2   which the Executive can show he obtained from an independent
         third party without any direct or indirect breach of an
         obligation of confidentiality owed to the Company; or

10.5.3   which the Executive is obliged to disclose pursuant to an order of 
         any court of competent jurisdiction.

11.      TERMINATION IN SPECIFIC CASES

11.1     In all or any of the following cases the Company may, subject to Clause
         14 below, terminate the Employment by giving the Executive written
         notice to operate and take effect from the date of its service
         whereupon the Executive shall not be entitled to any further payment
         under this Agreement except for salary (including any holiday pay)
         accrued due but unpaid as at the date of termination and any payment
         due as reimbursement of expenses:

11.1.1   if he is in serious or (after warning) repeated breach of any of his 
         material obligations under this Agreement;

11.1.2   if he refuses without good cause to carry out any lawful and 
         reasonable instructions given to him in the course of the Employment 
         by the Board;

11.1.3   if he commits any fraudulent act in connection with the business of 
         the Company as the result of which the Company suffers any loss;

11.1.4   if he is convicted of any criminal offense (other than an
         offense under the Road Traffic Acts for which a penalty of
         imprisonment is not imposed), such as being an offense which
         materially affects the Company's business;

11.1.5   if he is prevented from properly performing his duties under
         this Agreement as a result of illness/accident or other
         incapacity in respect of periods of absence totaling 190
         working days or more in any period of 12 consecutive months;

11.1.6   if he shall have a disqualification order (as defined in Section 1 of 
         the Directors Disqualification Act 1986) made against him.

12.      TERMINATION PAYMENT

12.1     Upon expiration or termination howsoever of the Employment for whatever
         reason and by which ever party, the Company shall pay to the Executive
         a lump sum (after deduction by the Company of all tax payable thereon
         but with no other deduction or withholdings whatsoever) equal to one
         year's gross salary. For this purpose one year's gross salary means the
         salary per annum of the Executive as at the date of such termination
         without any tax deductions or other deductions of any kind (but
         excluding the cash value of any non-cash benefit for which the
         Executive is entitled as at the date immediately prior to such
         termination). The Company shall be responsible for paying all taxes
         arising in respect of any payment to the Executive under this Clause
         12.1.

12.2     The payment referred to in Clause 12.1 shall be without prejudice (and
         in addition) to any payment to which the Executive is or becomes
         entitled under or in connection with this Agreement (including, without
         limitation, payment for the remainder of the Term if the Employment is
         terminated prior to the expiry of the Term).

13.      EXECUTIVE'S OBLIGATIONS UPON TERMINATION OF EMPLOYMENT

         If on the termination of the Employment for whatever reason the
         Executive is a director of the Company he shall forthwith resign such
         directorship and shall not be entitled to any compensation or other sum
         in respect thereof and should the Executive fail to do so the Company
         or anyone authorized by it is hereby irrevocably appointed as his agent
         and attorney to execute any documents and do any things necessary or
         desirable to give effect to such resignation.

14.      GRIEVANCE PROCEDURE

         If the Executive is dissatisfied with any disciplinary decision
         relating to him or to the Employment he may apply with reference to
         such matters by letter to the Board and the Board shall reasonably
         consider the contents of any such letter.


15.      AMALGAMATION/RECONSTRUCTION

         If before the expiration of this Agreement the employment of the
         Executive shall be terminated by reason of the liquidation of the
         Company for the purpose of amalgamation or reconstruction or as any
         part of an arrangement for the amalgamation of the undertaking of the
         Company not involving liquidation and the Executive shall be offered
         employment with the amalgamating or reconstructed company for a period
         not less than the unexpired term of this Agreement and on terms no less
         favorable than the terms of this Agreement the Executive shall have no
         claim against the Company in respect of the termination of his
         employment by the Company.

16.      ASSIGNMENT

         The Company may not assign or otherwise transfer any of its rights or
         obligations under this Agreement and any such assignment or other
         transfer shall be null and void.

17.      NOTICES

         Any notice to be served under or pursuant to this Agreement shall be in
         writing. In the case of notice to the Company it shall be sent by
         recorded delivery to or left at the Company's registered office and in
         the case of notice to the Executive it shall be handed to him
         personally or sent - by recorded delivery to his last known residential
         address.

18.      PREVIOUS AGREEMENTS

         This Agreement supersedes all previous agreements and arrangements (if
         any) between the Company and the Executive relating to his employment
         by the Company which are hereby terminated by mutual consent and the
         Executive acknowledges that he has no claim whatsoever against the
         Company in respect of such termination.

19.      INTELLECTUAL PROPERTY

19.1     In accordance with the provisions of the Patents Act 1977, the
         Registered Designs Act 1949 and the Copyright, Designs and Patents Act
         1988 if at any time in the course of his Employment the Executive makes
         or discovers or participates in the making or discovery of any
         Intellectual Property relating to or capable of being used in the
         business for the time being carried on by the Company full details of
         the Intellectual Property shall immediately be communicated by him to
         the Company and shall be the absolute property of the Company. At the
         request and expense of the Company the Executive shall give and supply
         all such information, data, drawings and assistance as may be requisite
         to enable the Company to exploit the Intellectual Property to the best
         advantage and shall execute all documents and do all things which may
         be necessary or desirable for obtaining patent or other protection for
         the Intellectual Property in such parts of the world as may be
         specified by the Company and for vesting the same in the Company or as
         it may direct.

19.2     The Executive irrevocably appoints the Company to be his attorney in
         his name and on his behalf to sign, execute or do any such instrument
         or thing and generally to use his name for the purpose of giving to the
         Company (or its nominee) the full benefit of the provisions of this
         Clause.

19.3     The Executive waives all of his Moral Rights as defined in the
         Copyright, Designs and Patents Act 1988 in respect of any acts of the
         Company or any acts of third parties done with the Company's authority
         in relation to the Intellectual Property the property of the Company by
         virtue of Clause 19.1 hereof.

19.4     Rights and obligations under this Clause shall continue in force after
         termination of this Agreement in respect of Intellectual Property made
         or discovered during the Executive's employment under this Agreement
         and shall be binding upon his representatives.

20.      GOVERNING LAW AND JURISDICTION

         This Agreement shall be governed by and construed in accordance with
         English law and shall be subject to the exclusive jurisdiction of the
         English courts.

IN WITNESS whereof the duly authorized representative of the Company has
executed this Agreement and the Executive has hereunto set his hand and seal the
day and year first before written.

                                  THE SCHEDULE

                                   Net Profits


1. Net Profits, in respect of any financial year, shall mean the amount of
profit before (a) taxation of the Company and/or (b) the payment of any dividend
or other distribution as shown in the Company's annual accounts for such
financial year to which amount:

1.1      shall be EXCLUDED (so as to increase the amount of profit) any costs
         shown in such accounts in respect of (a) payments made by the Company
         pursuant to the consultancy agreement of even date herewith and made
         between the Company and Pay Per View International Inc. and (b)
         auditors' fees (but only if and to the extent that the auditors of the
         Company are changed after the date of this Agreement and such fees
         exceed the auditors' fees shown in the audited accounts of the Company
         for the year ended 31st July 1992) and (c) conducting a second audit of
         the Company (in addition to an audit as at 3lst July) as a consequence
         of any change in the accounting reference date of the Company;

1.2      shall be EXCLUDED (so as to increase the amount of profit) the amount
         of any provision in such accounts in respect of which Graff
         Pay-Per-View Inc. is entitled to make a claim under the investment and
         option agreement dated 22nd January 1993 and made between (1) the
         Executive, Andrew Donald Wren and Stephen Philip Kay ("the Vendors")
         (2) Graff Pay-Per-View Inc. and (3) the Company ("the Agreement")
         against one or more of the Vendors;

1.3      shall be EXCLUDED (so as to increase the amount of profit) any costs
         shown or provision made in such accounts in respect of any claims made
         by Graff Pay-Per-View Inc. against the Company under or in connection
         with the Agreement or any other arrangement or agreement;

1.4      shall be EXCLUDED (so as to increase or reduce the amount of profit as 
         the case may be) any extraordinary item shown in such accounts;

1.5      shall be EXCLUDED (so as to increase or reduce the amount of profit as
         the case may be) any costs and/or revenue directly arising as a result
         of business activities undertaken by the Company at the instigation of
         Graff Pay Per View Inc. and formally noted as such by the Board;

1.6      shall be ADDED (so as to increase the amount of profit) an amount equal
         to any sum claimed during the financial year of such accounts against
         any of the Vendors under the deed of covenant of even date herewith and
         made between the Vendors, the Company and Graff Pay-Per-View Inc.

2. From the amount ("the Initial Amount") resulting from or otherwise determined
by the application of the provisions of paragraph 1 of this Schedule shall be
further deducted (so as to decrease the amount of profit) an amount equal to the
charge to Corporation Tax (at the rate applying in respect of the financial year
to which such accounts relate and assuming that the Company is able to take
advantage of the provisions of section 13 of the Taxes Act 1988 - small
companies' relief) that would have been made in respect of the Initial Amount if
the Inland Revenue had determined that the Initial Amount was the amount of the
profits of the Company properly chargeable to Corporation Tax.

3. The amount resulting from or otherwise determined by the application of the
provisions of paragraph 2 of this Schedule shall be the amount of "Net Profits"
for the purposes of this Agreement.

4. Within ten (10) working days of the date of adoption of the Company's annual
accounts the parties shall seek to agree the amount of "Net Profits" in
accordance with the above provisions but either party shall be entitled to apply
to the President for the time being (or other proper officer) of the Institute
of Chartered Accountants in England and Wales to appoint an independent
Chartered Accountant to determine the matter in dispute and the decision of the
Chartered Accountant so appointed shall be final and binding on the parties
except in the case of manifest error.



SIGNED by Andrew D. Wren        )
for and on behalf of THE HOME   )    /s/ Andrew D. Wren
                                     ------------------
VIDEO CHANNEL, LIMITED          )
in the presence of:             )

Guy P. Bastable
4 John Carpenter Street
New York, New York  USA
Solicitor


SIGNED as of Deed by the said   )   /s/ Richard Christopher Yates
                                    -----------------------------
RICHARD CHRISTOPHER YATES       )
in the presence of:             )

Guy P. Bastable
4 John Carpenter Street
New York, New York  USA
Solicitor



                                   APPENDIX A

                               Material Contracts


         Parties                    Description                        Date

1.       Societe                    Transponder              20th January 1992
         Europeenne des             Capacity on Astra
         Satellites S.A. (1)                1B


         The Home Video
         Channel Limited (2)

(together with side letter of even date and letter of 1st October 1992
exercising option to extend the term)

2.       British                       International        [   ] January 1992
         Telecommunications            Satellite Uplink
         Plc (1)                       Service; Earth
                                       Segment

         The Home Video
         Channel Limited (2)
 
         (together with side letter of even date)

3.       Electric                      License of Films     11th December 1989
         Video Limited (1)

         The Home Video
         Channel Limited (2)

4.       Film Investors                License of Films         1st April 1992
         Overseas Service S.A. (1)

         The Home Video
         Channel Limited (2)



     THIS SUPPLEMENTAL AGREEMENT is made the 16th day of June One thousand nine
hundred and ninety-four BETWEEN (1) THE HOME VIDEO CHANNEL LIMITED (Company No.
2412178) whose registered office is at Pembroke Home 11 Northlands Pavement
Pitsca Basildon Essex (the "Company") and (2) RICHARD CHRISTOPHER YATES of
Woodbarn Cottage Pump Lane North Marlow Buckinghamshire SL7 3RD (the
"Executive"). RECITALS

(1) By an Agreement (the "Principal Agreement") dated 22nd January 1993 made
between the parties hereto the Company agreed to employ and the Executive agreed
to serve the Company as its managing director. (2) The parties have agreed that
the Principal Agreement shall be varied in manner hereinafter appearing.
NOW WHEREBY IT IS HEREBY DECLARED AND AGREED as follows:
1. CLAUSE 3.1 of the Principal Agreement shall be varied by deleting therefrom
the words and figures "1st March 1995" and substituting therefor the words and
figures "1st March 1997." 2. CLAUSE 6.1 of the Principal Agreement shall be
deleted and replaced by the following: "With effect from and including 1st
August 1993 the Company shall pay the Executive a salary at the rate of
(pound 125,000.00 per annum to accrue from day to day and to be paid by equal
monthly installments in arrears on the last working day of each calendar month
by bank transfer. The Board shall review the Executive's salary once a year on
or as near as reasonably practicable to the 1st day of August in each year but
shall not decrease the Executive's salary and provided that at 1st August 1994
no review shall take place but instead the Executive's salary shall be increased
(such increase being adjusted to the nearest(pound 100) by the same percentage
increase as the pre-tax profits certified by the Board for the financial year
ending 31st July 1994 over the pre-tax profits certified by the Board for the
financial year ended 31st July 1993." 3. THERE shall be deleted from Clause 12.1
of the Principal Agreement the words "equal to one year's gross salary" and
there shall be substituted therefor the words "ONE HUNDRED AND TWENTY FIVE
THOUSAND POUNDS (pound 125,000.00)." 4. THE second sentence of Clause 12.1 of
the Principal Agreement shall be deleted in its entirety. 5. EXCEPT as hereby
varied the Principal Agreement shall remain in full force and effect. IN WITNESS
whereof the duly authorized representative of the Company has executed this
Agreement and the Executive has hereunto set his hand and seal the day and year
first before written. SIGNED by Philip Callaghan ) for and on behalf of THE )
/s/ Philip Callaghan HOME VIDEO CHANNEL, LIMITED ) in the presence of: )

Robinson G. Strong
401 East 65th Street
New York, New York  USA
Occupation:  Secretary


SIGNED as of Deed by the said )              /s/ Richard Christopher Yates
                                             -----------------------------
RICHARD CHRISTOPHER YATES     )
in the presence of:           )

Ruth Huggett
Flat Two
64 Granville Road
London
N12 0HT
Occupation:  Secretary