<PAGE>   1
                                                             EXHIBIT 10.76

                               TABLE OF CONTENTS

<TABLE>
<S>     <C>                                                             <C>
1.      DEFINITIONS ...................................................  2

2.      TERM ..........................................................  5
        Initial and Renewal Term ......................................  5

3.      GRANT OF RIGHT ................................................  5
        Exclusive Right ...............................................  5
        Right to Sublicense ...........................................  6

4.      RESTRICTIONS AND LIMITATIONS ..................................  6
        Limitation on Rights ..........................................  6
        Competitive Services ..........................................  7
        Reservation of Rights .........................................  7

5.      CONTENT OF SERVICE ............................................  8
        US Channels ...................................................  8
        Canadian Channels .............................................  8
        Compliance with CRTC Decision .................................  8
        Affiliate Distribution ........................................  8
        Distinction From Other Music Service ..........................  8

6.      ADJUNCT SERVICES ..............................................  9

7.      TRANSMISSION OF SERVICE .......................................  9
        Costs of Transmission .........................................  9
        Technical Information to be Provided .......................... 10
        Alternative Distribution of the Service ....................... 11
        Changes in Reception System ................................... 11
        Interruption in Transmission of Service ....................... 12
                Involuntary Minor Interruption ........................ 12
                Involuntary Major Interruption ........................ 12
                Voluntary Minor Interruption .......................... 13
                Voluntary Major Interruption .......................... 13
        Satellite Transition .......................................... 15

8.      DELIVERY AND DISTRIBUTION OF THE SERVICE ...................... 15
        Subscriber Equipment .......................................... 15
        No Additions, Deletions, etc. ................................. 15
        Payment Required .............................................. 16
        Private Use or Recording ...................................... 16
</TABLE>

***     Confidential portions of this document have been omitted and filed
        separately with the Securities and Exchange Commission pursuant to a
        request for confidential treatment.


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<PAGE>   2
<TABLE>
<S>    <C>                                                              <C>
 9.     SERVICE FEES.................................................... 16
                Basic Service Fees...................................... 16
                Discretionary Service................................... 16
                Premium Tier............................................ 17
        Time For Payment................................................ 17
        Payment in American Dollars..................................... 17
        Service Fee Renegotiation....................................... 17
        Service Fee Exemption........................................... 18

10.     REPORTS AND RECORDS............................................. 18
        Books, Records and Audits....................................... 18
        Monthly accounting statements................................... 19
        Dispute......................................................... 19

11.     COLLECTIONS..................................................... 19

12.     PAYMENT OF TAXES................................................ 19

13.     MUSIC PERFORMANCE AND OTHER MUSIC RIGHTS........................ 20

14.     RESEARCH........................................................ 20
        Each Party to Provide Information............................... 20
        Other Research.................................................. 20

15.     PROPRIETARY MARKS............................................... 20
        Rights in Proprietary Marks..................................... 20
        Acknowledgment of Rights........................................ 21
        Quality Standards and Samples................................... 21
        Protection of Proprietary Marks................................. 21
        Form of Use..................................................... 21
        Infringement Proceedings........................................ 22

16.     MARKETING AND PROMOTION......................................... 22

17.     TERMINATION, OBLIGATIONS UPON TERMINATION OR EXPIRATION......... 22
        Right to Terminate.............................................. 22
        Obligations Upon Termination or Expiration...................... 23
        Effect of Expiration or Termination............................. 23

18.     WARRANTIES AND INDEMNITIES...................................... 23
        DMX US's Warranties............................................. 23
</TABLE>


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<TABLE>
<S>     <C>                                                             <C>
        DMX '95's Warranties............................................24
        DMX '95's Indemnification.......................................25
        DMX US's Indemnification........................................25
        Notice of Claims................................................26
        Limitation of Liability.........................................26

19.     FORCE MAJEURE...................................................26

20.     NOTICES.........................................................26

21.     CONFIDENTIALITY.................................................28

22.     ASSIGNMENT......................................................28
        Assignment; Binding Effect; Reorganization......................28
        Insolvency......................................................28

23.     MISCELLANEOUS...................................................29
        Entire Agreement; Amendments; Waivers...........................29
        Governing Law...................................................29
        No Agency.......................................................29
        Jurisdiction for Disputes.......................................29
        Injunctive Relief...............................................29
        No Partnership..................................................29
        Severability....................................................29
        Headings and Captions...........................................30
        Counterparts....................................................30
        No Inference Against Author.....................................30
        No Third Party Beneficiaries....................................30
        Arbitration.....................................................30

</TABLE>



                                      iii
<PAGE>   4
                 RESIDENTIAL LICENSE AND DISTRIBUTION AGREEMENT


        This Agreement made as of April 18, 1997, by and between:

DMX INC., a Delaware Corporation with offices at 11400 W. Olympic Boulevard,
Suite 1100, Los Angeles, California 90064-1507 ("DMX US").

                                     -AND-

DMX CANADA (1995) LTD., a body corporate with offices at Suite 900, 
630 3rd Avenue S.W., Calgary, Alberta T2P 4L4, Canada ("DMX '95").

RECITALS

1.      WHEREAS, International Cablecasting Technologies Inc. ("ICT"), the
predecessor of DMX US, and DMX-Canada Ltd. entered into a license and
distribution agreement dated March 9, 1992, (the "Original License") under
which DMX US granted to DMX-Canada Ltd. the exclusive license and right to
distribute ICT's premium music service in Canada;

2.      AND WHEREAS, DMX '95 has acquired or will acquire all the rights and
interests DMX-Canada Ltd. under the Original License;

3.      AND WHEREAS, DMX '95 wishes to acquire from DMX US and DMX US wishes to
grant to DMX '95 the exclusive right to distribute the US Channels which in
combination with the Canadian Channels constitute the Service directly or
indirectly, through Affiliates, to Service Subscribers at Private Residences in
Canada, as such capitalized terms are hereinafter defined;

4.      AND WHEREAS, by a decision of the Canadian Radio-television and
Telecommunications Commission dated August 23, 1996, the CRTC confirmed the
CRTC Decision 95-911 dated December 20, 1995 approving the application by DMX
'95 for a broadcasting license to carry on a new pay audio programming
undertaking, subject to the conditions of license set out in the CRTC
Decision.

5.      AND WHEREAS, the parties hereto wish to replace the Original License
with respect to the distribution of the Service to Private Residences by way of
this amended and restated license and distribution agreement;

        NOW THEREFORE, in consideration of the representations, warranties and
covenants
<PAGE>   5
contained herein, and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties hereby agree as
follows:

1.      DEFINITIONS

        All capitalized terms used in this Agreement shall have the meanings set
        out in this Section or as otherwise defined in the Agreement.

a)      Adjunct Services means additional services or options, which are not
        simply additional music formats and which, subsequent to the date of
        this Agreement, are developed by DMX US for which DMX US expects
        subscribers will be charged separately or in addition to the Service;

b)      Affiliate(s) means any operators of Canadian cable systems or any third
        parties, all as determined by DMX '95, in its absolute and sole
        discretion, who: (i) hold a broadcast distribution undertaking license
        issued by the CRTC; (ii) market the Service and/or the Adjunct Service
        through a sales force separate from that of DMX '95; (iii) have direct
        billing relationships with the Service Subscribers for the distribution
        of the Service and/or the Adjunct Service, if any; and (iv) who execute
        an Affiliate Agreement with DMX '95, as defined in Section 3 below,
        whereby the Affiliate is to pay a fee to DMX '95 for each Private
        Residence to which it distributes the Service and/or Adjunct Service;

c)      Affiliate Agreement has the meaning set out in Section 3(b) hereof.

d)      Alternative Technologies means the transmission or distribution of the
        Service by means of (i) satellite master antenna television systems,
        multi point distribution services, multichannel multi point distribution
        services; (ii) other equipment, system or technology capable of
        receiving the Service, directly from a satellite including, but not
        limited to, C-Band or KU-Band Satellites; or (iii) any facility,
        apparatus or other thing, equipment, wire, cable, radio, optical,
        electromagnetic system or any other system or technology that is used or
        capable of being used for or in any operation directly connected with
        the emission, transmission, or reception of the Service, and with
        respect to all of (i), (ii) and (iii) above, whether existing at the
        date of this Agreement or developed in the future.

e)      Approved Purposes means the distribution of the Service by DMX '95, or
        its Affiliates for (i) promotional purposes to: (A) certain directors,
        officers or employees of Shaw and its Affiliates, wherever situated, if
        used for promotional purposes and not for background music; and (B)
        certain industry trade shows, conferences, or meetings of a promotional
        nature or related to marketing of the service attended by directors,
        officers, employees or representatives of DMX '95 or the Affiliates (all
        of such recipients of the Service identified in (A) and (B) above
        collectively referred to as the "Promotional Receivers"); and (ii)
        purposes of demonstrating the Service to potential Service Subscribers,
        as hereinafter defined, at locations determined by DMX '95 in its
        absolute and sole discretion (which

                                       2
<PAGE>   6
    recipients of the Service are referred to as the "Demonstration Receivers").

f)  Canadian Channels has the meaning set out in Section 5 hereof.

g)  Canadian Regulatory Law means the Broadcasting Act (Canada), or any
    successor thereof, the regulations under the Act, directions by the
    Governor in Council to the CRTC and any decision or order of, or any
    policy published or administered by the CRTC.

h)  Canadian Rights Payment means all music performance license fees, copyright
    fees, mechanical reproduction rights, if applicable, and other payments
    required to be paid under Canadian law, and performing rights fees, arising
    out of the distribution of the Service in the Territory, as hereinafter
    defined, including, without limitation, the Society of Composers, Authors
    and Music Publishers of Canada (SOCAN).

i)  Competitive Service has the meaning set out in Section 4(b) hereof.

j)  CRTC means the Canadian Radio-television and Telecommunications Commission
    and any successor thereof.

k)  CRTC Decision means decision 95-911 dated December 20, 1995 of the CRTC 
    relating to the distribution of the Service to Private Residences in the 
    Territory.

l)  Demonstration Receivers has the meaning set out in the definition of
    "Approved Purpose" hereof.

m)  Footprint has the meaning set out in Section 7(a)(i) hereof.

n)  FM Band Service has the same definition as "Service" except that it shall
    consist of up to and not a minimum of thirty (30) channels (formats)
    delivered in an analogue signal over the FM Band spectrum by the Affiliates.

o)  Inspection has the meaning set out in Section 10(a) hereof.

p)  Involuntary Major Interruption means any act, event or omission outside the
    direct of indirect control of or not initiated, either directly or
    indirectly, by DMX US, including any exercise of a contractual preemption
    right by a third party satellite provider, or such as an act of God or
    nature, including, without limitation, any non-planned event or failure of
    the 402R Satellite or any successor thereof (but excluding the expiration of
    the scheduled operative life of the 402R Satellite or any successor thereof)
    that interferes with, interrupts or obstructs the transmission of the
    digital audio signal to DMX '95's or the Affiliates' land based reception
    equipment in the Territory: (A) which interference lasts for a period of
    Fourteen (14) or more consecutive calendar days; (B) which would require a
    replacement of, or modification to the reception equipment, technology or
    system utilized by DMX '95 or the


                                       3
<PAGE>   7
        Affiliates at the time of such interference, interruption or     
        obstruction in order to receive the digital audio signal to the same
        standard and quality as is required pursuant to this Agreement; or (C)
        which changes in any material manner whatsoever the geographic area of
        the Footprint.

q)      Involuntary Minor Interruption: means any act, event or omission 
        outside the direct or indirect control of, or not initiated, either
        directly or indirectly, by DMX US, including any exercise of a
        contractual preemption right by a third party satellite provider, or
        such as an act of God or nature that interferes with, interrupts or
        obstructs the transmission of the digital audio signal to DMX '95's or
        the Affiliates' land based reception equipment in the Territory for a
        period equal to or greater than Twenty-four (24) consecutive hours but
        less than Fourteen (14) consecutive calendar days.
        
r)      Private Residence means any single or multiple dwelling unit or premise
        where any person is domiciled, except on a transient or
        temporary basis.

s)      Promotional Receivers has the meaning set out in the definition of
        "Approved Purposes" hereof.

t)      Proprietary Marks has the meaning set out in Section 15(a) hereof.

u)      Service means the premium audio programming service consisting of a
        minimum of thirty (30) channels (formats) of uninterrupted
        music, offered by DMX '95 and its Affiliates twenty-four (24) hours per
        day, seven (7) days per week, without any commercials or other
        announcements, transmitted in a digital signal comprised of Canadian
        Channels and US Channels provided on a one-to-one ratio.

v)      Service Subscribers means those individuals, persons, associations,
        partnerships, corporations or legal representatives which
        subscribe to the Service for delivery at a Private Residence.

w)      Shaw means Shaw Cablesystems Ltd. and its "affiliates" as such term is
        defined in the Companies Act, British Columbia.

x)      Term has the meaning set out in Section 2(a) hereof.

y)      Territory means all of the country of Canada and its territories.

z)      US Channels has the meaning set out in Section 7 hereof.

aa)     Voluntary Major Interruption: means any act or omission within the
        direct or indirect control of or initiated, either directly or
        indirectly, by  DMX US including, without limitation, a modification to
        the method of transmission of the US Channels to DMX '95's or the 




                                      4
<PAGE>   8
        Affiliates' land based reception equipment in the Territory or the
        entering into a license or other agreement for a replacement of the
        services of the 402R Satellite, or any successor thereof, that
        interferes with, interrupts or obstructs the transmission of the digital
        audio signal to DMX '95's or the Affiliates' land based reception
        equipment in the Territory: (A) for a period of Fourteen (14) or more
        consecutive calendar days; (B) which would require a replacement of, or
        modification to the reception equipment, technology or system utilized
        by DMX '95 or the Affiliates at the time of such interference,
        interruption or obstruction in order to receive the digital audio signal
        to the same standard and quality as is required pursuant to this
        Agreement; or (C) which changes in any material manner whatsoever the
        geographic area of the Footprint.

bb)     Voluntary Minor Interruption: means any act or omission within the
        direct or indirect control of or initiated, either directly or
        indirectly, by DMX US including, without limitation, a modification to
        the method of transmission of the US Channels to DMX '95's or the
        Affiliates' land based reception equipment in the Territory or the
        entering into a license or other agreement for the replacement of the
        services of the 402R Satellite, or any successor thereof, that
        interferes with, interrupts or obstructs the transmission of the digital
        audio signal to DMX '95's or the Affiliates' land based reception
        equipment in the Territory for a period equal to or greater than
        Twenty-four (24) consecutive hours but less than Fourteen (14)
        consecutive calendar days.

cc)     402R Satellite has the meaning set out in Section 7(a)(i) hereof.

2.      TERM

        Initial and Renewal Term: Subject to the earlier termination of this
Agreement as set forth in Section 18 hereof, the term Agreement shall commence
on the date hereof and shall terminate on March 31, 2012 (the "Term"). Provided
that neither party is in default in the observance and performance of its
obligations hereunder at the end of the Term, unless such default has been
waived by the other party, the parties shall negotiate exclusively with each
other for a renewal term of this Agreement (i.e. DMX '95 shall not negotiate
with a third party music service provider, and DMX US shall not negotiate with
a third party music service distributor) for a period of Twelve (12) months
prior to the expiry of the Term. The parties hereto shall commence negotiations
diligently and in good faith at the commencement of the Twelve (12) month
period for the renewal of the Agreement. The exclusive negotiating period shall
expire at the end of the Term, unless the parties hereto have agreed in
principle to the renewal of the Agreement and the material provisions thereof
have been completed subject only to finalization of the document related 
thereto.

3.      GRANT OF RIGHT

a)      Exclusive Right: Subject to the terms and conditions contained herein,
        DMX US hereby grants to DMX '95, and DMX '95 hereby accepts, the
        exclusive right within the Territory to distribute the US Channels,
        which in combination with the Canadian Channels constitute




                                       5
<PAGE>   9
        the Service directly or through any Affiliates by means of any
        equipment, technology or system including, without limitation, the
        Alternative Technologies, to Private Residences during the Term,
        subject to compliance with the CRTC Decision and any subsequent
        decision of the CRTC relating to the Service, and in accordance with
        the provisions of this Agreement. The parties hereto acknowledge and
        agree that in the event DMX US enters into an agreement for
        distribution of the US Channels or any Adjunct Service by means of the
        "Internet", (i.e., a so-called "on-line" service) which would
        materially affect DMX '95's exclusive rights hereunder, DMX US shall
        immediately notify DMX '95 of such agreement in writing together with a
        description of the agreement. The parties hereto shall thereafter
        negotiate in good faith with respect to an appropriate sharing of
        revenues related to the distribution of the US Channels or the Adjunct
        Service, as the case may be, by DMX US by means of the Internet.

        Further, in the event any technology is developed in the future for
        distribution of the Service or any Adjunct Service for which there would
        be no means of restricting the territory or geographic area of
        distribution or identifying the end user of the Service or Adjunct
        Service (an "Uncontrolled Distribution"), and in the event DMX US enters
        into an agreement for Uncontrolled Distribution of the US Channels or
        the Adjunct Service which would materially affect DMX '95's exclusive
        rights hereunder, the parties agree to negotiate in good faith with
        respect to revenue sharing in connection therewith. Neither DMX '95 nor
        its Affiliates shall distribute the US Channels or any Adjunct Service
        by means of an Uncontrolled Distribution (including any distribution by
        means of Internet distribution which could fall within the definition of
        Uncontrolled Distribution) without the written consent of DMX US.

b)      Right to Sublicense:    Subject to the terms and conditions contained
        herein, DMX US hereby grants to DMX '95 the right within the Territory
        to sublicense the distribution rights related to the Service granted
        herein to the Affiliates. DMX '95 shall enter into an affiliate
        agreement with each Affiliate (the "Affiliate Agreement"), the form and
        content of which shall be determined by DMX '95 provided that it shall
        not be inconsistent with this Agreement. The Affiliate Agreement shall
        include, without limitation, from and after the date of this Agreement,
        requirements that the Affiliate not compete directly with DMX US in
        distributing the US Channels outside the Territory nor distribute the
        US Channels on the Internet.

4.      RESTRICTIONS AND LIMITATIONS

a)      Limitation on Rights:   The rights granted herein do not include any
        rights of DMX '95, its Affiliates or any other person to:

        i)      record, make or manufacture any recordings or other
                reproductions of any of the US Channels or any part thereof;
  
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<PAGE>   10
        ii)     transmit, re-transmit, distribute, deliver or authorize the
                transmission, retransmission, distribution or delivery of any of
                the US Channels in any manner, outside the Territory; or

        iii)    transmit, re-transmit, distribute, deliver or authorize the
                transmission, retransmission, distribution or delivery of any of
                the Service within the Territory to any person which is not a
                Service Subscriber, except for the Approved Purposes pursuant
                to Subsection 9(e) hereof.

b)      Competitive Services: Subject to the provisions of this Section 4(b),
        during the Term neither DMX '95 nor Shaw shall offer, provide,
        transmit, re-transmit, distribute or deliver, directly or indirectly
        through any of its agents, affiliates or subsidiaries, to any location
        in the world any audio music service of any nature whatsoever other
        than the Service (the "Competitive Service"). Except in the case of DMX
        '95, nothing herein shall be deemed to prohibit Shaw or Shaw's
        successors, or DMX '95's Affiliates from offering, providing,
        transmitting, retransmitting, distributing or delivering any
        Competitive Service to any Private Residence located in the Territory.
        Further, DMX '95 may, at its option, transmit, retransmit, distribute
        or deliver a Competitive Service to any Private Residence located in
        the Territory if, and only if there is an Involuntary Major
        Interruption or a Voluntary Major Interruption as set out in Section
        7(e) hereof. Notwithstanding anything else contained herein to the
        contrary, neither DMX '95 nor the Affiliates shall be required to
        distribute the Service to any subscriber of a Competitive Service if
        such subscriber is a subscriber of a Competitive Service as a result of
        an Involuntary Major Interruption or a Voluntary Major Interruption
        pursuant to Section 7(e) hereof or is otherwise a subscriber of a
        Competitive Service through an Affiliate. DMX US covenants and agrees
        that, except as set forth in this Agreement, it shall not offer,
        provide, license, transmit, re-transmit, distribute or deliver,
        directly or indirectly through any of its agents, affiliates or
        subsidiaries, the Service or any audio music service of any nature,
        whatsoever, or the Adjunct Services to any Private Residence in the
        Territory during the Term, subject only to the provisions of the right
        of first refusal related to the Adjunct Services set out in Section 6
        hereof and the provisions related to an Uncontrolled Distribution of
        the US Channels set out in Section 3(a) hereof. DMX US acknowledges and
        agrees that it shall include in its standard form of license agreement
        related to the distribution of the US Channels to be entered into with
        its agents, affiliates and licensees, from and after the date of this
        Agreement, a provision whereby the agents, affiliates and licensees
        covenant not to distribute, deliver, transmit, or re-transmit the
        Service or the Adjunct Service in the Territory, or any portion
        thereof. DMX US further agrees that it shall assist DMX '95 in locating
        any agent, affiliate, or licensee of DMX US that distributes, delivers,
        transmits or re-transmits the Service or the Adjunct Service in the
        Territory at any time during the Term and it shall assist, to the best
        of its ability, DMX '95 in conducting such investigations and
        prosecutions of such agents, affiliates and licensees.

(c)     Reservation of Rights: Except as expressly set forth in this Agreement,
        DMX '95 shall have no proprietary interest in the US Channels including
        the accompanying program data, the 

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        Proprietary Marks, as hereinafter defined, or any other rights or
property of DMX US, all of which are reserved and shall remain the rights and
property of DMX US.

5.      CONTENT OF SERVICE

        (a)  US Channels:  DMX US shall produce the US Channels at its sole
cost and expense. DMX '95 may select any of the US Channels offered by DMX US
and may change its selection from time to time at its sole discretion. DMX US
shall ensure that the US Channels shall not contain any obscenity or any other
matter in violation of laws, regulations, decisions or orders of any authority
having jurisdiction in the Territory. The US Channels shall include
programming, format and other content as may be necessary or appropriate for
the transmission, reception and processing of the digital signals, including,
without limitation, transmission necessary for the display on the panel of the
DMX hand held remote control of the song, title, artist and other descriptive
information relating to the music segment.

        (b)  Canadian Channels:  DMX '95 shall produce the Canadian premium
audio music channels in digital format (collectively, the "Canadian Channels")
at its sole cost and expense. DMX '95 shall ensure that the Canadian Channels
shall not contain any obscenity or any other matter in violation of laws,
regulations, decisions or orders of any authority having jurisdiction in the
Territory. The Canadian Channels shall include programming, format and other
content as may be necessary or appropriate for the transmission, reception and
processing of the digital signals, including, without limitation, transmission
necessary for the display on the panel of the DMX hand held remote control of
the song, title, artist and other descriptive information relating to the music
segment. The parties hereto acknowledge and agree that DMX US shall have no
proprietary interest in the Canadian Channels which shall be reserved and
remain the rights and property of DMX '95.

        (c)  Compliance with CRTC Decision:  DMX '95 and the Affiliates shall
comply with the conditions of the CRTC Decision, and any subsequent decision of
the CRTC or its successor, relating to the manner of distribution of the
Service in the Territory. DMX '95 may increase above thirty (30) the total
number of channels to be provided as the Service in the Territory and the
rights and obligations of the parties hereto as set out in this Agreement shall
not otherwise be affected by such increase in the number of channels provided
as the Service.

        (d)  Affiliate Distribution:  DMX '95 acknowledges that it shall review
from time to time the package of channels offered by its Affiliates to their
Service Subscribers and DMX '95 shall use its best efforts to encourage the
Affiliates to offer a package of channels appropriate for the Affiliate's
particular market of Service Subscribers. In the event an Affiliate is unable
to carry thirty (30) channels or transmit the Service in digital format for
technological reasons, it may carry fewer channels or transmit the Service in
analogue format.

        (e)  Distinction From Other Music Service:  In the event Shaw or the
Affiliates offer to subscribers a Competitive Service, such Competitive Service
shall not be offered, packaged, advertised, promoted or otherwise distributed
by Shaw or the Affiliates in such a manner as to 


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identify the Competitive Service as being a part of the Service or in any way
associated with the DMX brand name.

6.      ADJUNCT SERVICES

        If DMX US wishes to offer, provide, license, distribute, transmit, 
deliver or re-transmit any Adjunct Service to Private Residences within the
Territory, it shall give notice (the "Adjunct Service Notice") in writing to DMX
'95 of its intention to do so and set out therein a description of the Adjunct
Service Notice. DMX '95 shall have Forty-five (45) days following the date of
receipt of the Adjunct Service Notice to deliver written notice to DMX US (the
"Adjunct Service Reply") that DMX '95 wishes to obtain the exclusive right to
distribute the Adjunct Service to Private Residences in the Territory. If DMX
'95 delivers the Adjunct Service Reply within such time period set out above,
the parties hereto shall negotiate in good faith, for a period of Sixty (60)
days following receipt by DMX US of the Adjunct Service Reply (the "Negotiating
Period") with respect to all material terms and conditions for a proposed
exclusive license agreement (the "Adjunct Service Agreement") granting to DMX
'95 the exclusive license to distribute the Adjunct Service to Private
Residences in the Territory in conjunction with and in addition to the Service
and the Adjunct Service Agreement shall include a reasonable time period for DMX
'95 to file an application with and obtain the approval of the CRTC, if
required. If DMX '95 has not delivered the Adjunct Service Reply on a timely
basis, or if the parties have not agreed to the material terms and conditions of
the Adjunct Service Agreement within the Negotiating Period, DMX US may, at its
option subject to compliance with all Canadian Regulatory Law: (i) grant the
license for the distribution of the Adjunct Service, but without right to
distribute the same in conjunction with the Service to Private Residences, in
the Territory, to any other person at such material terms and conditions which
are no more favorable to any other person than those offered to DMX '95; or (ii)
distribute the Adjunct Service to Private Residences in the Territory, but it
expressly agrees that it shall not distribute the Service in the Territory
whether in conjunction with the distribution of the Adjunct Service or in any
manner otherwise. DMX '95 acknowledges and agrees that if for any reason it
discontinues its distribution of the Service to Private Residences in the
Territory it shall not continue to have a right of first refusal, as set forth
in this Section 6, with respect to the distribution of the Adjunct Service to
Private Residences in the Territory nor the exclusive license to distribute the
Adjunct Service to Private Residences in the Territory. This right of first
refusal granted herein shall apply to each and every Adjunct Service offered,
developed or licensed by DMX US for transmission, distribution, delivery or
re-transmission to Private Residences in the Territory and is not limited in any
manner whatsoever to any one Adjunct Service, nor is it conditional upon the
acceptance by DMX '95 to distribute any other Adjunct Service in the Territory.

7.      TRANSMISSION OF SERVICE

a)      Costs of Transmission:

        i)      DMX US acknowledges and agrees that it shall transmit a minimum
                of 70 premium audio music channels in digital format (the "US
                Channels") without interruption 

                                       9
<PAGE>   13
                Twenty-four (24) hours a day, Seven (7) days a week on the
                Telstar 402R Transponder 15B, the direct broadcast satellite
                used by DMX US at the date of this Agreement to transmit the US
                Channels (the "402R Satellite") or its successor, the footprint
                or reception area of which shall include the cities of
                Whitehorse, Yukon, Victoria, British Columbia and Halifax, Nova
                Scotia (the "Footprint"). The Footprint shall include all that
                area outlined in color on the attached contour map. DMX US shall
                maintain the quality and integrity of the transmission of
                digital audio signal throughout all the geographic region
                included in the Footprint such that there is no material
                variance in the quality of the US Channels in the Territory. DMX
                US acknowledges and agrees that it shall be solely responsible
                for all costs of whatsoever nature incurred in transmitting the
                US Channels from the DMX US studio in the United States to the
                point of reception at DMX '95's or its Affiliates' land based
                reception equipment which shall be in the Footprint and that
                such costs shall include, without limitation, the costs of up
                linking the US Channels to a satellite transponder, the rental
                of the satellite transponder and all other costs incurred in
                connection with the use of the satellite transponder. DMX US
                may, from time to time, transmit the US Channels on such other
                transponder devices as provided in Section 7(f) below subject to
                the provisions of this Section 7.

        ii)     DMX '95 acknowledges and agrees that it shall be solely
                responsible for any and all costs whatsoever incurred in
                connection with: (A) installing its land based reception
                equipment in the Footprint; (B) selecting from the more than 70
                US Channels (the "Repackaged US Channels") as determined by DMX
                '95 in its sole discretion, and combining the same with the
                Canadian Channels to constitute the Service; (C) transmitting
                the Canadian Channels from the DMX '95 studio to the point of
                reception at the Affiliates' land based reception equipment
                located in the Territory including, without limitation, the
                costs of up linking the Canadian Channels to a satellite
                transponder, the rental of the satellite transponder and all
                other costs incurred in connection with the use of the satellite
                transponder; (D) transmitting the Repackaged US Channels to the
                point of reception at its Affiliates' land based reception
                equipment located in the Territory including, without
                limitation, the costs of re-up linking the Repackaged US
                Channels to a satellite transponder, the rental of the satellite
                transponder and all other costs incurred in connection with the
                use of the satellite transponder; and (E) whether directly or
                through its Affiliates, distributing or re-transmitting the
                Service from the point of reception at its and the Affiliates,
                land based equipment to Service Subscribers in the Territory.
                DMX '95 agrees that it shall maintain the quality and integrity
                of the digital audio signal that it receives from DMX US as it
                re-transmits the Service to its Affiliates or Service
                Subscribers within the Territory.

b)      Technical Information to be Provided: DMX US shall provide to DMX '95 in
        a timely manner, all information as may be necessary or appropriate
        concerning the following matters:

                                       10
<PAGE>   14
        i)      A description, complete with all necessary or appropriate
                technical specifications, of the manner in which the US Channels
                will be provided to DMX '95, including the identification of the
                satellite and transponder number which shall be used for
                transmitting the US Channels;

        ii)     All the technical specifications and information relating to the
                land-based equipment, technology and systems which DMX '95
                and/or its Affiliates will be required to use for reception,
                distribution or re-transmission of the US Channels in the
                Territory in accordance with the provisions of this Agreement;
                and

        iii)    All pertinent technical and other information necessary,
                appropriate or helpful for the deciphering or unscrambling of
                DMX US's encrypted code, it being specifically understood,
                however, that nothing in the foregoing provisions shall be
                deemed either to give DMX '95 any right in DMX US's proprietary
                technology or to require DMX US to provide any information with
                respect thereto not required by DMX '95 in order to fulfil its
                obligations under this Agreement, or those agreements made
                between DMX '95 and its Affiliates.

c)      Alternative Distribution of the Service: DMX '95 and its Affiliates may,
        in their sole discretion, distribute the Service within the Territory by
        means of Alternative Technologies at their sole cost and expense,
        subject to the provisions of Section 7(d) hereof. DMX US agrees that it
        shall provide DMX '95 with such technical information as DMX US may have
        in order to assist DMX '95 and its Affiliates with such distribution by
        means of Alternative Technologies.

d)      Changes in Reception System: Notwithstanding the provisions of Section
        7(c) above, DMX US acknowledges and agrees that it shall be solely
        responsible for all costs incurred by DMX '95 and the Affiliates if,
        during the Term, DMX '95 and, or the Affiliates are required to make
        any changes or modifications to or replacements of, in any manner
        whatsoever, its or their reception and decoding equipment, technology or
        systems in order to make such equipment, technology or systems capable
        of receiving the US Channels from any Alternative Technology employed by
        DMX US to transmit the US Channels to the Territory other than the
        method or format of transmission from the 402R Satellite utilized by DMX
        US at the date of this Agreement. If there is any such requirement to
        modify or replace the reception and decoding equipment, technology or
        system, DMX US shall immediately deliver to DMX '95 written notice
        thereof in reasonable detail explaining what modifications or
        replacements must be made, together with a written proposal outlining a
        reasonable time period within which it shall make such payments arising
        hereunder to DMX '95. DMX US shall ensure at its own cost and expense
        that the transmission format utilized by it will be compatible at all
        times during the Term with the reception and decoding equipment,
        technology or systems purchased and utilized by DMX '95 or the
        Affiliates, and that regardless of what technology, system or method DMX
        US employs to transmit the US Channels to the Territory, DMX US shall
        maintain the quality and integrity of the



                                       11

<PAGE>   15
        transmission of the digital audio signal.

e)      Interruption in Transmission of Service: With respect to the
        interruption or interference in the transmission of the US Channels to
        the Territory DMX US and DMX '95 agree as follows:

        (i)     Involuntary Minor Interruption: If there is an Involuntary Minor
                Interruption during the Term, DMX '95 may, at its option and
                without notice, withhold billing, collecting and paying all the
                service fees which would otherwise be accruing and payable to
                DMX US for the period of the Involuntary Minor Interruption
                until the end of the Involuntary Minor Interruption (provided
                DMX '95 credits the Affiliates affected by the Involuntary Minor
                Interruption for such service fees payable by the Affiliate)
                notwithstanding any provision in this Agreement to the contrary.
                DMX '95 shall not have any other rights or remedies available at
                law or equity against DMX US as a result of such Involuntary
                Minor Interruption.

        (ii)    Involuntary Major Interruption: If there is an Involuntary Major
                Interruption during the Term, the provisions of Section 19
                hereof shall apply subject to the obligations of the parties
                hereto set out in this subsection (e)(ii), and DMX '95 may, at
                its option and without notice: (A) withhold billing, collecting,
                and paying all the service fees which would otherwise be
                accruing and payable to DMX US for the period of the Involuntary
                Major Interruption until the end of the Involuntary Major
                Interruption, if applicable, (provided DMX '95 credits the
                Affiliates affected by the Involuntary Major Interruption for
                such service fees payable by the Affiliate) notwithstanding any
                provision contained in the Agreement to the contrary; and (B)
                offer a Competitive Service to any Private Residence located in
                the Territory in accordance with the provisions set out in
                Section 4 hereof.

                Notwithstanding such Involuntary Major Interruption, if an
                alternate satellite exists such that DMX US is technically able
                to re-transmit the US Channels to the Territory, DMX US shall
                engage in good faith prior consultations with DMX '95 regarding
                utilizing such alternate satellite and shall make commercially
                reasonable efforts to utilize such alternate satellite within a
                reasonable time period following the commencement of the
                Involuntary Major Interruption. If such an alternate satellite
                is not available and there exists an Alternative Technology to
                re-transmit the US Channels to the Territory, which would not
                reduce the quality and integrity of the transmission of the
                digital audio signal from that maintained prior to such
                Involuntary Major Interruption, DMX US shall engage in good
                faith prior consultations with DMX '95 regarding using such
                Alternative Technology and shall make commercially reasonable
                efforts to use such Alternative Technology to re-transmit the US
                Channels to the Territory. If the Involuntary Major Interruption
                continues for a period greater than or equal to Thirty (30)
                consecutive calendar days, then the rights and obligations set
                out in this Agreement shall be suspended for a 


                                       12

<PAGE>   16
                maximum period of Three Hundred and Sixty-Five (365) from the
                first date of such Involuntary Major Interruption (the
                "Suspension Period") such that the provisions of Section 19
                hereof shall apply without qualification and the parties hereto
                shall be relieved of observing and performing their respective
                obligations hereunder without liability therefor, excepting only
                the obligation of DMX '95 to pay to DMX US any service fees
                outstanding for period prior to the Suspension Period and any
                obligations of either party arising under this Section. DMX '95
                shall have the right, in its absolute and sole discretion, to
                terminate the Agreement at any time during the Suspension Period
                without any liability therefor. If after the expiry of the
                Suspension Period DMX US fails to re-transmit the US Channels to
                the Territory using any manner of technology or systems
                whatsoever, then this Agreement shall be terminated without
                liability of either party therefor. Notwithstanding such
                termination, the parties hereto agree that DMX '95 shall
                maintain the right of first negotiation during the remainder of
                the unexpired portion of the Term for the exclusive right to
                distribute the Service in the Territory such that if DMX US is
                able to re-transmit the US Channels to the Territory using any
                manner of technology or systems whatsoever after the expiry of
                the Suspension Period, it shall so notify DMX '95 in writing and
                the parties shall engage in diligent and good faith negotiations
                for the commencement of the transmission of the US Channels to
                the Territory. The provisions of this Section shall survive the
                expiration of the Term or early termination of this Agreement.

        (iii)   Voluntary Minor Interruption: If there is a Voluntary Minor
                Interruption in the transmission of the US Channels to the
                Territory during the Term, then: (A)DMX US shall give notice to
                DMX '95 in writing of the same Forty-five (45) days prior to the
                commencement of such interruption, unless such interruption is
                unavoidably imminent in which case DMX US shall give written
                notice to DMX '95 as soon as reasonably possible; and (B) DMX
                '95 may, at its option and without notice, withhold billing,
                collecting, and paying all the service fees which would
                otherwise be accruing and payable to DMX US for the period of
                the Voluntary Minor Interruption until the end of the Voluntary
                Minor Interruption (provided DMX '95 credits the Affiliates
                affected by the Voluntary Minor Interruption for such service
                fees payable by the Affiliate) notwithstanding any provision in
                this Agreement to the contrary. Following completion of the
                Voluntary Minor Interruption, DMX US shall continue to transmit
                the US Channels to the Territory. DMX '95 shall not have any
                other rights or remedies available at law or equity against DMX
                US as a result of such Voluntary Minor Interruption, except only
                that the indemnity granted by DMX US in favor of DMX '95 as set
                out in Section 18(d) hereof shall apply hereto.

        (iv)    Voluntary Major Interruption: If there is a Voluntary Major
                Interruption in the transmission of the US Channels to the
                Territory during the Term, then: (A) DMX US shall give notice to
                DMX '95 in writing of the same Forty-five (45) days prior to the
                commencement of such interruption, unless such interruption is
                unavoidably

                                       13
<PAGE>   17
                imminent in which case DMX US shall give written notice to DMX
                '95 as soon as reasonably possible; and (B) DMX '95 may, at its
                option and without notice; (1) withhold billing, collecting and
                paying all the service fees which would otherwise be accruing
                and payable to DMX US for the period of the Voluntary Major
                Interruption (provided DMX '95 credits the Affiliates affected
                by the Voluntary Major Interruption for such service fees
                payable by the Affiliate) until: (a) the end of the Voluntary
                Major Interruption, if applicable; or (b) such time as DMX '95
                has recovered the direct costs it and the Affiliates have
                incurred as a result of: (i) not being able to provide the
                Service in the Territory for the period of the Voluntary Major
                Interruption; and (ii) re-establishing the distribution of the
                Service in the Territory following such Voluntary Major
                Interruption, as reasonably determined by DMX '95, in its sole
                discretion, including, without limitation, the costs incurred by
                DMX '95 to realign its and the Affiliates' receiving equipment,
                if any, notwithstanding any provision in this Agreement to the
                contrary excepting only the provisions of Section 7(f) hereof;
                and (2) DMX '95 may offer a Competitive Service to any Private
                Residence located in the Territory in accordance with the
                provisions set out in Section 4 hereof. The indemnity granted by
                DMX US in favor of DMX '95 as set out in Section 18(d) shall
                apply hereto.

                Notwithstanding such Voluntary Major Interruption, if an
                alternate satellite exists such that DMX US is technically able
                to re-transmit the US Channels to the Territory, DMX US shall
                engage in good faith prior consultations with DMX '95 regarding
                utilizing such alternate satellite and shall make commercially
                reasonable efforts to utilize such alternate satellite within a
                reasonable time period following the commencement of the
                Voluntary Major Interruption. If such alternate satellite is not
                available and there exists an Alternative Technology to transmit
                the US Channels to the Territory, which would not reduce the
                quality and integrity of the transmission of the digital audio
                signal from that maintained prior to such Voluntary Major
                Interruption, DMX US shall engage in prior consultations with
                DMX '95 regarding using such Alternative Technology and shall
                make commercially reasonable efforts to use such Alternative
                Technology to transmit the US Channels to the Territory. If the
                Voluntary Major Interruption continues for a period greater than
                or equal to Thirty (30) consecutive calendar days, then the
                obligations of the parties set out in this Agreement shall be
                suspended for a maximum period of Three Hundred and Sixty-Five
                (365) days from the first date of such Voluntary Major
                Interruption (the "Suspension Period") such that the parties
                shall be relieved from observing and performing their
                obligations hereunder without liability therefor, excepting only
                the obligation of DMX '95 to pay to DMX US any service fees
                outstanding for periods prior to the Suspension Period and any
                obligations of either party arising under this Section and
                Section 18. DMX '95 shall have the right, in its absolute and
                sole discretion, to terminate this Agreement at any time during
                the Suspension Period without any liability therefor. If after
                the expiry of the Suspension Period DMX US fails to transmit the
                US Channels to the Territory using any manner of technology or


                                       14
<PAGE>   18
                systems whatsoever, then this Agreement shall be terminated.
                Notwithstanding such termination, the parties hereto agree that
                DMX '95 shall maintain the right of first negotiation during
                the remainder of the unexpired portion of the Term for the
                exclusive right to distribute the Service in the Territory such
                that if DMX US is able to transmit the US Channels to the
                Territory using any manner of technology or systems whatsoever
                after the expiry of the Suspension Period, it shall so notify
                DMX '95 in writing and the parties shall engage in diligent and
                good faith negotiations for the commencement of the
                transmission of the US Channels to the Territory. The
                provisions of this section shall survive the expiration of the
                Term or the early termination of this Agreement.

(f)     Satellite Transition: Notwithstanding any provision in Section 7(e)
        above to the contrary, DMX US may transmit the US Channels to the
        Territory using another satellite subject to the provisions hereof. It
        is the intention of the parties hereto that in the event of a change of
        a satellite by DMX US other than as set out in this Section 7(f), DMX US
        shall be responsible, at its sole cost and expense, for the direct costs
        incurred by DMX '95 and the Affiliates in connection with the
        realignment of DMX '95's and the Affiliates' receiving equipment in
        order that it may receive the modified digital audio signal transmitted
        from such alternate satellite. DMX '95 shall be responsible, at its sole
        cost and expense, for the realignment of its receiving equipment if, and
        only if: (i) DMX US transmits the US Channels on an alternate satellite
        as a result of the expiration of the scheduled operating life of the
        402R Satellite or its successor: and (ii) on one occasion only during
        the scheduled operating life of the 402R Satellite DMX US elects to
        change the satellite used to transmit the US Channels for any reason
        whatsoever. DMX US shall deliver written notice to DMX '95, if possible,
        of such satellite transition as contemplated in this Section 7(f) at
        least Forty-five (45) days in advance, and shall provide DMX '95 and the
        Affiliates with Sixty (60) consecutive calendar days of overlap of
        transmission using both the 402R Satellite and its successor satellite,
        and subsequently with such other alternate satellites, in order than DMX
        '95 may coordinate and complete the realignment of its receiving
        equipment necessary to receive the digital audio signal transmitted from
        such successor satellite(s).

 8.     DELIVERY AND DISTRIBUTION OF THE SERVICE

 a)     Subscriber Equipment: DMX US and DMX '95 acknowledge and agree that the
        Affiliates shall provide by way of lease or sale to each Service
        Subscriber any and all equipment as required for reception of the
        Service at Private Residences.    

 b)     No Additions, Deletion, etc.: Subject to the provisions of Section 5
        regarding the exclusive right of DMX '95 to program the Canadian
        Channels, DMX '95 and its Affiliates shall distribute the US Channels
        together with the accompanying program data throughout the Territory
        without deletion, alteration, editing or amendment, unless required to
        do so to comply with Canadian Regulatory Law and any other applicable
        law or regulation of any authority having jurisdiction.


                                       15
<PAGE>   19
c)      Payment Required: Except with respect to any Approved Purpose, as
        hereinafter set out, DMX '95 and the Affiliates shall
        distribute or deliver the Service only to Service Subscribers who pay a
        fee therefor.

d)      Private Use or Recording: Nothing in this Agreement shall be deemed to
        authorize DMX '95, or the Affiliates to record the US Channels
        for their private use or to install recording devices for the purposes
        of so doing. DMX '95 shall not have any liability to DMX US for the
        unauthorized recording of the Service by the Affiliates or the Service
        Subscribers.

9.      SERVICE FEES

        DMX '95 and its Affiliates shall have the option to distribute the
Service to Service Subscribers as a Basic Service or a Discretionary Service.
In addition, DMX '95 and its Affiliates may offer a Premium Tier supplementary
to the Service. "Basic Service" means the delivery of the Service to Service
Subscribers as part of a package of services for which no separate charge is
made. "Discretionary Service" means the delivery of the Service to Service
Subscribers sold on a "stand alone" basis for which there is a separate charge.
Premium Tier means the delivery of a selection of Canadian Channels and US
Channels in addition to the Basic Service and sold as a separate package from
the Basic Service for which there is a separate charge.

1)      (i)     Basic Service Fees: DMX '95 shall pay to DMX US each month
                during the Term through August 31, 2002, a service fee (the
                "Basic Fee") for the Basic Service consisting of Fifteen (15)
                (or fewer) US Channels [***] US multiplied by the number of 
                Private Residences in the Territory to which DMX '95 and its
                Affiliates distribute the Basic Service during such month; or
                [***] to DMX '95 by its Affiliate for the Service.

        (ii)    Discretionary Service: DMX '95 shall pay to DMX US each month 
                during the Term a service fee (the "Discretionary Fee") equal
                to:

                (A)     If DMX '95 records during such month, either directly
                        or through its Affiliates, [***] Service Subscribers,
                        [***] of the fees paid by the Service Subscribers, if 
                        directly, or the Affiliates, if  indirectly, to DMX '95
                        for such Discretionary Service; and

                (B)     If DMX '95 records and maintains during such month,
                        either directly or through its Affiliates, [***]
                        Service Subscribers, [***] of the fees paid by the 
                        Service Subscribers, if directly, or the Affiliates, if
                        indirectly, to DMX '95 for such Discretionary Service.

                The parties hereto agree that the minimum monthly fee payable
                by the Affiliates to DMX '95 shall be [***]


***     Confidential portions omitted and filed separately with the Securities 
        and Exchange Commission pursuant to a request for confidential 
        treatment.


                                      16
<PAGE>   20
                of the Discretionary Service.

        (iii)   FM Band Delivery: DMX '95 shall pay to DMX US each month during
                the Term a service fee of:

                (A)     [***] of the FM Band Service which consists of five (5)
                        or fewer US Channels; and

                (B)     [***] for each US Channel that a subscriber receives of
                        the FM Band Service [***]

                The service fee payable hereunder are only applicable to those
                subscribers receiving the FM Band Service.

        (iv)    Premium Tier: In the event that DMX '95 desires to offer a
                Premium Tier to Service Subscribers, the parties agree to
                negotiate in good faith with respect to the service fee payable
                by DMX '95 to DMX US for such Premium Tier. Notwithstanding
                anything to the contrary contained herein. DMX '95 shall not
                offer a Premium Tier or any other tier or level of the Service
                to Service Subscribers unless and until the parties agree in
                writing with respect to the fees payable by DMX '95 to DMX US
                for such level of service.

        The amount of the service fees payable under this Section 9(a) and
        otherwise in this Section shall be determined by DMX '95 and a statement
        including reasonable detail as to the calculation thereof shall be
        delivered to DMX US in accordance with Section 10 hereof.

b)      Time For Payment: The service fees payable by DMX '95 to DMX US
        hereunder shall be paid not later than Forty-five (45) days after the
        end of the respective calendar month for which they are payable. If any
        fees described in this section remain unpaid Five (5) business days
        after the due date, the delinquent amount shall accrue interest at the
        rate of 1 1/2% per month, being 18% per annum, or the highest lawful
        rate, whichever is less, from the due date until payment is received by
        DMX US, as the case may be. DMX '95 shall be liable for all reasonable
        costs and expenses (including, without limitation, reasonable counsel
        fees and arbitration or Court costs) in connection with the collection
        of any overdue amount.

c)      Payment in American Dollars: All payments made by DMX '95 hereunder to
        DMX US shall be made in American Dollars.

d)      Service Fee Renegotiation: Subject to the provisions of Section 9(e),
        the rates for the service fees payable by DMX '95 to DMX US set forth in
        Section 9(a), shall be effective for a Five (5) year period commencing
        on September 1, 1997 and ending on August 31, 2002. The parties agree to
        negotiate diligently and in good faith commencing on March 1, 2002 with


***     Confidential portions omitted and filed separately with the Securities 
        and Exchange Commission pursuant to a request for confidential 
        treatment.

                                       17
<PAGE>   21
    respect to the service fees ("New Rate") to be payable by DMX '95 after
    August 31, 2002. Until such time as the parties hereto agree to New Rate,
    the Basic Fees set forth in Section 9(a) shall continue in full force and
    effect. In the event that the parties are unable to agree upon such New
    Rate by August 31, 2003, the New Rate shall be an increase: [***] of the
    then current rate for the Basic Service Fee commencing on September 1, 2002
    and on each anniversary date thereof during the term, if there is no change
    in the condition of the license regarding the ratio of Canadian Channels to
    US Channels from those set out in the CRTC Decision or (ii) if there is a
    change in the condition of the CRTC license renewal regarding the ratio of
    Canadian Channels to US Channels from those set out in the CRTC Decision
    which change requires the Service to be comprised of more Canadian Channels
    than US Channels, by [***] on the Basic Service Fee of [***] US multiplied
    by the number of US Channels included in the Service on and after September
    1, 2002 for the first such year and thereafter on each anniversary date
    thereof until the end of the Term by [***] provided that in no event shall
    the New Rate be less than [***] US for the Basic Service Fee. The New Rate
    shall be retroactive to the effective date of the change of the condition
    of the license as established by the CRTC and the parties hereto shall make
    such adjustment payments as required within Ninety (90) days following the
    determination of the New Rate.

e)  Service Fee Exemption: Notwithstanding anything to the contrary contained
    in this Agreement. DMX '95 and the Affiliates may transmit, distribute, 
    re-transmit or deliver the Service to Promotional or Demonstration
    Receivers, in both cases, at the option of DMX '95, acting reasonably, 
    [***] for the distribution of the Service to the Promotional Receivers or
    the Demonstration Receivers, [***] with respect thereto and [***], DMX '95
    shall report on a quarterly basis to DMX US the names and locations of the
    Demonstration Receivers and Promotional Receivers and the durations for
    which they were offered and DMX US may question such terms if they appear
    to it to be unreasonable. DMX '95 may also provide "trial" periods for
    potential Affiliates for a period not to exceed Ninety (90) days with
    respect [***] from the potential Affiliate for such "trial" period, and
    further provided that each potential Affiliate [***].

10. REPORTS AND RECORDS

a)  Books, Records and Audits: DMX '95 shall keep accurate and complete books
    and records of billings, numbers of Private Residences, retired accounts, 
    monthly service fee charges, interruptions or other failure in the delivery
    of the Service and all other records for each Affiliate necessary to sub-
    stantiate the number of Private Residences served on the first and last days
    of each month and the calculation of the monthly service fee. All such
    records relating to the foregoing shall be kept in accordance with generally
    accepted accounting principles and the most recent Three (3) calendar years
    of such records shall be available for


***     Confidential portions omitted and filed separately with the Securities 
        and Exchange Commission pursuant to a request for confidential 
        treatment.



                                           18 
<PAGE>   22
        inspection, copy and audit (collectively, the "Inspection") by DMX US or
        its representatives, at its own expense, on at least two weeks notice to
        DMX '95 during normal business hours throughout the Term, and for three
        (3) years thereafter. The right of DMX US to conduct any Inspection
        shall be limited to only one opportunity during any 365 days period, and
        shall be conducted as to any statement delivered in accordance with
        Section 10(b) below within 3 years from the date of such statement.

b)      Monthly accounting statements: DMX '95 shall, within Sixty (60) days
        following the calendar month end provide DMX US with a statement
        containing the calculation of the service fees payable by DMX '95 for
        such earlier month pursuant to this Agreement and such additional
        account and statistical information as may be reasonably required by DMX
        US to monitor the number of Private Residences served by DMX '95 and the
        service fees payable to DMX US pursuant to Section 9.

c)      Dispute: If any Inspection of DMX '95's records reveals that DMX '95 has
        underpaid any monthly service fee or other amount payable hereunder, DMX
        US shall provide DMX '95 with written notice thereof setting out in
        reasonable detail an invoice for any balance owing to DMX US and the
        reasons therefor. DMX '95 shall have the right to review the report of
        the Inspection and satisfy itself, in its absolute and sole discretion,
        as to the findings thereof. If DMX '95 concurs with the findings of the
        Inspection it shall pay DMX US the amount of such underpayment within
        Ten (10) days of the date of the invoice therefor. If DMX '95 shall
        dispute the findings of the Inspection it shall provide DMX US with a
        written notice thereof within Ten (10) days of the date of the invoice
        therefor explaining in reasonable detail the reasons for such dispute.
        The parties hereto agree that they shall negotiate in good faith the
        amount of the underpayment, if any, failing which the matter shall be
        resolved by arbitration pursuant to Section 23(l) hereof. The remedies
        set forth in this paragraph shall be limited to a period of three (3)
        years from the date of such underpayment.

11.     COLLECTIONS

        DMX '95 shall be responsible for billing and using commercially
reasonable efforts to collect all amounts due from the Affiliates.

12.     PAYMENT OF TAXES

        DMX '95 or the Affiliates, as the case may be, shall be responsible for
collecting and paying any income, franchise, sales, use, occupational, general
service, value added, or other taxes, assessments, licenses or other charges
assessed, levied, or imposed by any government, agency or regulatory body
having jurisdiction within the Territory with respect to DMX '95's distribution
of the Service in the Territory.


                                       19
<PAGE>   23
13.     MUSIC PERFORMANCE AND OTHER MUSIC RIGHTS

        DMX US shall not be responsible for nor pay the Canadian Rights Payment
arising out of the delivery and distribution of the Service in the Territory.

14.     RESEARCH

a)      Each Party to Provide Information: DMX US shall provide DMX '95 with
        free access to and the right to use, pursuant to the terms hereof, all
        research and marketing information pertaining to the operation of the
        Service internationally, except where providing such information would
        violate any agreement DMX US may have with any third party. Any and all
        such information shall be provided by DMX US subject to DMX '95 paying
        DMX US for the costs of reproducing and shipping materials, or any other
        out-of-pocket costs which DMX US may incur in making such information
        available to DMX '95. DMX '95 shall provide DMX US with free access to
        and the right to use, pursuant to the terms hereof, all research and
        marketing information pertaining to the provision of the Service in the
        Territory except where providing such information would violate any
        agreement DMX '95 may have with any third party. Any and all such
        information shall be provided by DMX '95 to DMX US upon receipt of a
        written request therefor, subject to DMX US paying DMX '95 for the costs
        of reproducing and shipping materials, or any other out-of-pocket costs
        which DMX '95 may incur in making such information available to DMX US.
        Notwithstanding the foregoing, neither party hereto shall be obligated
        to provide the other with any materials which are considered by it to be
        confidential in nature or relate to its particular business plan.

b)      Other Research: DMX US may from time to time, wish to undertake
        marketing tests and surveys, ratings polls and other research in
        connection with the distribution of the Service or the Adjunct Services.
        With respect to any tests, surveys or research which applies to the
        Territory or a portion thereof, DMX US shall provide DMX '95 with
        written notice Two (2) weeks in advance, setting out the nature and
        scope of each such project and DMX '95 shall, to the extent permitted by
        applicable law, cooperate in such project by rendering such assistance
        as DMX US may reasonably request and which DMX '95 can reasonably
        provide, it being understood that the cost of which assistance shall be
        borne solely by DMX US. DMX US shall treat the Service Subscriber lists
        received from DMX '95 or any of the Affiliates in connection with such
        research as confidential and the sole and exclusive property of DMX '95
        and shall use such information solely for the purpose of conducting such
        marketing research. DMX US shall provide DMX '95 with the results of
        such research immediately upon the completion thereof.

15.     PROPRIETARY MARKS

a)      Rights in Proprietary Marks: DMX US hereby grants to DMX '95 the
        exclusive royalty-free license to use and display in connection with and
        only in connection with, DMX '95's

                                       20
<PAGE>   24
        offering of the Service and any Adjunct Service offered according to
        the terms of this Agreement, the trademarks, trade names, logo types,
        insignia, designs and service marks (collectively, the "Proprietary
        Marks") designated, from time to time, by DMX US as the Proprietary
        Marks, including, as of the date hereof, the marks "Digital Music
        Express", "DMX" and all marks or trade names containing the term "DMX"
        including "DMX CANADA" and the DMX logo. Notwithstanding anything in
        this Section 15 to the contrary, DMX US agrees that it shall not grant
        during the Term the right or license to use or display the Proprietary
        Marks in the Territory to any party other than DMX '95, or its
        Affiliates. DMX US further grants to DMX '95 the exclusive right to
        use, solely in accordance with the terms hereof, the "DMX" mark as part
        of DMX '95's trade name, or corporate name in connection with, and only
        in connection with, DMX '95's offering of the Services and any Adjunct
        Services offered according to the terms of this Agreement.  DMX '95
        acknowledges the ownership of the Proprietary Marks by DMX US, and the
        ownership by DMX US of the goodwill associated therewith and agrees 
        that it will do nothing  inconsistent with such ownership and that all 
        use of the Proprietary Marks by DMX '95 shall enure to the benefit of
        and be on behalf of DMX US with the exception of the rights and
        benefits to  which DMX '95 is entitled pursuant to this Agreement. DMX
        '95 agrees further that nothing in this Agreement shall give DMX '95
        any right, title or interest in the Proprietary Marks other than in
        accordance with this  Agreement and DMX '95 agrees that it will not
        attack the title of DMX US to the Proprietary Marks or attack the
        validity of this Agreement.

b)      Acknowledgement of Rights: DMX '95 covenants to execute such agreements
        and other documents which DMX US reasonably deems necessary to maintain
        or preserve DMX US's interest in the Proprietary Marks, provided
        that the form of any such document shall be agreed upon by DMX '95 and
        DMX US.

c)      Quality Standards and Samples: DMX '95 may use the Proprietary Marks in
        such manner as it may determine provided that any such use shall not, in
        the opinion of DMX US, acting reasonably, detract from the good will
        associated with such Proprietary Marks in the United States and in the
        Territory. DMX '95 agrees to review a copy of the policies and
        procedures manual established by DMX US with respect to the use of the
        Proprietary Marks immediately following execution of this Agreement and
        it shall report to DMX US within a reasonable time any exceptions by it
        in its use of the Proprietary Marks.

d)      Protection of Proprietary Marks: The parties shall cooperate in
        developing procedures necessary and appropriate for the protection of
        the Proprietary Marks in the Territory including, without
        limitation, in connection with the use of display of the Proprietary
        Marks by the Affiliates.

e)      Form of Use:

        (i)     DMX '95 and its Affiliates shall use the Proprietary Marks only
                in the form and manner and with appropriate legends as
                prescribed herein or additionally from time 




                                      21
<PAGE>   25
                to time by DMX US and not to use any other trademark, trade
                name, logo type, insignia, copyright, design, service mark or
                trade name in combination with any Proprietary Mark without
                prior written approval of DMX US. Notwithstanding the foregoing,
                DMX '95 and its Affiliates may use the Proprietary Marks in
                association with their own positioning statements, trade names,
                logo types, insignia, copyright, design or trade marks without
                the prior written approval of DMX US, provided that such use
                does not detract from the goodwill associated with the
                Proprietary Marks in the United States or Canada.

        ii)     DMX '95 and its Affiliates shall not at any time apply for any
                registration of any trademark or other designation which would
                affect the ownership of any Proprietary Mark nor file any
                document with any governmental authority to take any action 
                which would affect the ownership of any Proprietary Mark.

        iii)    DMX '95 and its Affiliates shall not use or permit the use of
                the Proprietary Marks in any unlawful or deceptive manner or in
                any way that shall directly or indirectly tend to impair or
                lessen the value of the Proprietary Marks.

f)      Infringement Proceedings: If DMX '95 becomes aware of any unauthorized
        use of any other Proprietary Marks by third parties, it shall
        immediately notify DMX US of such unauthorized use. DMX US shall have
        the sole right and discretion to take whatever action it deems
        necessary, at its sole cost, to deal with such unauthorized use.

16.     MARKETING AND PROMOTION

        DMX '95 shall require that the Affiliates: (a) use reasonable commercial
efforts to market and promote the Service and if applicable, the Adjunct
Services, to Private Residences within the Territory at all times during the
Term; (b) shall not cease distribution, marketing or promotional efforts of the
Service in the Territory during the Term unless required by law, regulation or
by any authority having jurisdiction; and (c) use best commercial reasonable
efforts to promote the DMX brand name. DMX '95 and DMX US shall provide to the
other party upon request thereof, at no cost, copies of all materials relating
to the marketing or promotion of the Service, including, without limitation,
print ads, radio and television commercials, brochures, literature, training
programs and sales kits, and the party receiving such materials shall have the
right to reproduce, and alter (except that the Proprietary marks shall not be
altered) such materials for its own use in the marketing or promotion of the
Services.

17.     TERMINATION, OBLIGATIONS UPON TERMINATION OR EXPIRATION

A)      Right to Terminate: If either DMX US or DMX '95 commits a substantial
        breach of any covenant or condition contained in this Agreement
        (substantial being understood to include but not limited to all matters
        related to payments, minimum obligations and covenants and warranties)
        on its part to be performed, and such breach shall not be remedied
        within Sixty





                                       22
<PAGE>   26
        (60) days after receipt of written notice thereof, then this Agreement
        shall, at the option of the party claiming breach, be deemed terminated
        on the effective date set out in such written notice. If DMX '95 fails
        to obtain any renewal or extension of the CRTC Decision such that it no
        longer holds a license from the CRTC or its successor to offer the
        Service in the Territory, DMX '95 may, at its option, terminate this
        Agreement without liability therefor and this Agreement shall thereafter
        be of no force or effect.

b)      Obligations Upon Termination or Expiration: Upon expiration, or in the
        event of termination for any cause, including but not limited to those
        specified above, DMX '95 shall (i) permanently cease using the
        Proprietary Marks as defined in Section 15; (ii) permanently cease using
        any trademark, trade name, service mark or other designation similar to
        the Proprietary Marks; (iii) make all alterations necessary to
        distinguish its business from any identity with DMX US; (iv) immediately
        return to DMX US all technical research and marketing materials, files
        and all other information or materials provided by DMX US or developed
        from materials provided by DMX US and related to the Service or any
        Adjunct Services; (v) render up or destroy, at the sole option of DMX
        US, any material and means for producing material bearing the
        Proprietary Marks; (vi) immediately cancel any registrations for its
        corporate name, or trade name which may include the Proprietary Marks 
        or any component thereof; and (vii) cease using any trade name which
        may include the Proprietary Marks or any component thereof.

c)      Effect of Expiration or Termination: Upon the expiration or earlier
        termination of this Agreement, all rights granted to DMX '95 hereunder,
        shall immediately terminate and revert to DMX US, and DMX '95 shall
        undertake such further action as required to effect such reversion.

18.     WARRANTIES AND INDEMNITIES      

a)      DMX US's Warranties: DMX US represents and warrants to DMX '95 effective
        as of the date of this Agreement and throughout the Term as follows: (i)
        DMX Inc. is a corporation duly organized and validly existing under the
        laws of the State of Delaware; (ii) DMX US has the right to grant the
        rights granted hereunder to DMX '95, and DMX US shall not grant such
        rights in the Territory to any other person or entity during the Term,
        subject to the provisions of Section 7 hereof; (iii) DMX US has the
        power and authority to enter into this Agreement and has taken all
        necessary action to authorize the execution and delivery of the same and
        the consummation of the transactions contemplated herein; (iv) DMX US is
        under no contractual or other legal obligation which shall in any way
        interfere with its full, prompt and complete performance hereunder (or
        to the extent that there are such obligations, DMX US shall promptly
        obtain any and all consents necessary to permit DMX US to fully, 
        promptly and completely perform hereunder); (v) the individual executing
        this Agreement on behalf of DMX US has the authority to do so; (vi) DMX
        US is in full compliance with all laws, including all rules and
        regulations to which it is subject; (vii) neither the US Channels, any
        program related thereto, or any component thereof is subject to, or the
        subject


                                       23

<PAGE>   27
        of, any lien, encumbrance, charge, lis pendens, or litigation pending or
        threatened which would affect, in any way, the ability of DMX US to
        observe and perform its obligations under this Agreement; (viii) the
        obligations created by this Agreement, insofar as they purport to be
        binding on DMX US, constitute valid and binding obligations of DMX US
        enforceable against it in accordance with their terms; (ix) the methods
        utilized by DMX US for recording and transmitting the US Channels do not
        violate any applicable law, regulation or ordinance or the rights of any
        third party; (x) neither the performance nor observance of any
        obligations of DMX US under this Agreement, nor the programming or
        transmission of the US Channels by DMX US, to the Territory, nor any
        other rights or materials provided by DMX US to DMX '95 hereunder, shall
        violate any third party rights, including, without limitation, any
        confidentiality, intellectual property, copyright, trademark, trade
        name, service mark, patent, statutory or equitable right of any person
        whatsoever or otherwise give rise to civil or criminal liability or to
        any additional payment of fees by DMX '95 to any copyright owner or
        collective, association or other body, other than as expressly provided
        in this Agreement, licensed to collect such payments on behalf of the
        copyright owner on account of the use of the copyrighted materials
        whether related in any way whatsoever to the US Channels, the
        Proprietary Marks, the Adjunct Services, if applicable, or any other
        rights or privileges granted herein; (xi) the transmission of the US
        Channels is, and shall be during the Term, fully compatible and
        functional with the reception and decoding equipment or technology
        provided to DMX '95 or the Affiliates pursuant to this Agreement,
        subject to the condition that such equipment and technology is
        manufactured, used and maintained in accordance with each of their
        respective operational, functional and technical specifications that
        have been agreed to between DMX US and such manufactures thereof; and
        (xii) DMX US has the exclusive right, title and interest in and to the
        Proprietary Marks and the goodwill associated therewith. The foregoing
        representations and warranties shall survive the expiration or earlier
        termination of this Agreement.

b)      DMX '95's Warranties: DMX '95 represents and warrants to DMX US
        effective as of the date of this Agreement and throughout the Term as
        follows: (i) DMX '95 is a body corporate duly organized and validly
        existing under the laws of Canada; (ii) DMX '95 has the authority to
        enter into this Agreement and has taken all necessary action to
        authorize the execution and delivery of the same and the consummation of
        the transactions contemplated herein; (iii) DMX '95 is under no
        contractual or other legal obligation which shall in any way interfere
        with its full, prompt and complete performance hereunder (or to the
        extent that there are such obligations, DMX '95 shall promptly obtain
        any and all consents necessary to permit DMX '95 to fully, promptly and
        completely perform hereunder); (iv) the individual executing this
        Agreement on behalf of DMX '95 has the authority to do so; (v) DMX '95
        is in full compliance with all laws to which it or its affiliates or
        subsidiaries are subject; (vi) the obligations created by this
        Agreement, insofar as they purport to be binding on DMX '95, constitute
        valid and binding obligations of DMX '95 enforceable against it in
        accordance with their terms; (vii) the methods utilized by DMX '95 for
        recording and transmitting the Canadian Channels do not violate any
        applicable law, regulation or ordinance or the rights of any third
        party; and (viii) neither the performance nor observance of any
        obligations of

                                       24
<PAGE>   28
        DMX '95 under this Agreement, nor the programming or transmission of the
        Canadian Channels by DMX '95 to the Territory shall violate any third
        party rights, including, without limitation, any confidentiality,
        intellectual property, copyright, trademark, trade name, service mark,
        patent, statutory or equitable right of any person whatsoever or
        otherwise give rise to civil or criminal liability or to any additional
        payment of fees by DMX US to any copyright owner or collective,
        association or other body, other than as expressly provided in this
        Agreement, licensed to collect such payments on behalf of the copyright
        owner on account of the use of the copyrighted materials whether related
        in any way whatsoever to the Canadian Channels. The foregoing
        representations and warranties shall survive the expiration or earlier
        termination of this Agreement.

c)      DMX '95's Indemnification: DMX '95 shall indemnify and forever hold
        harmless DMX US, DMX US's affiliates, subsidiaries, successors and
        assigns and their respective officer, directors, employees and agents
        (the "DMX US Parties") from any and all liabilities, losses, damages,
        claims, actions, suits, costs, expenses and disbursements of whatsoever
        kind and nature including, without limitation, reasonable legal fees and
        expenses on a solicitor and his client basis which arise in connection
        with or result from: (i) the incorrectness of any representation or
        breach of any warranty of DMX '95 contained in this Agreement; (ii) the
        breach by DMX '95 of any of its covenants or agreement contained in this
        Agreement or its failure to observe and perform any of its obligations
        or covenants hereunder; (iii) the distribution, promotion or marketing
        of the Service by DMX '95, pursuant to (and as permitted by) this
        Agreement; and (iv) the Canadian Rights payment obligations arising out
        of the delivery and distribution of the Canadian Channels in the
        Territory. The foregoing indemnification shall survive the expiration or
        earlier termination of this Agreement.

d)      DMX US's Indemnification: DMX US shall indemnify and forever hold
        harmless DMX '95, Shaw, its affiliates, as that term is defined in the
        Companies Act, British Columbia, the Affiliates and all of their
        respective successors, assigns, officers, directors, employees and
        agents (collectively, the "DMX '95 Parties") from any and all
        liabilities, losses, damages, claims, actions, suits, costs, expenses
        and disbursements of whatsoever kind and nature including, without
        limitation, reasonable legal fees and expenses on a solicitor and his
        client basis which arise in connection with or result from: (i) the
        incorrectness of any representation of breach of any warranty of DMX US
        contained in this Agreement; (ii) the breach by DMX US of its covenants
        or agreements contained in this Agreement or its failure to observe and
        perform any of its obligations or covenants hereunder; (iii) a Voluntary
        Major Interruption in the transmission of the US Channels to the
        Territory, including, without limitation, all direct losses and costs
        arising in connection with the realignment, modification, alteration or
        change made to the reception equipment, technology or system used by DMX
        '95 or its Affiliates to distribute the Service in the Territory or to
        receive the digital audio signal transmitted by DMX US; and (iv) a
        Voluntary Minor Interruption in the transmission of the US Channels to
        the Territory, including, without limitation, all direct losses and
        identifiable costs arising in connection with the realignment,
        modification, alteration, or change made to the reception equipment,
        technology or system used by DMX '95 or the Affiliates to


                                       25
<PAGE>   29
        distribute the Service in the Territory or to receive the digital audio
        signal transmitted by DMX US. The foregoing indemnification shall
        survive the expiration or earlier termination of this Agreement.

e)      Notice of Claims: In connection with any indemnification provided in
        this Agreement, each party shall so indemnify the other only if such
        other party claiming indemnity shall give the indemnifying party prompt
        notice of any claim or litigation to which its indemnity applies; it
        being agreed that the indemnifying party shall have the right to assume
        the defence of any or all claims or litigation to which its indemnity
        applies and that the indemnified party will cooperate fully (at the cost
        of the indemnifying party) with the indemnifying party in such defence
        and in the settlement of such claim or litigation. 

f)      Limitation of Liability: Each party's entire liability and the exclusive
        remedies of either party against the other for any damages caused by any
        defect or failure in the Service or arising from the performance or
        nonperformance of any obligation under this Agreement, regardless of the
        form of action, whether in contract, tort, including negligence, strict
        liability or otherwise, except as specifically provided for otherwise in
        this Agreement, shall be the actual direct damages which are proven.
        Neither party shall be liable for any costs of the procurement of
        substitute services, incidental, indirect, special or consequential
        damages, or for lost profits or revenues of any kind, however caused,
        whether for breach of contract, or otherwise, and whether or not such
        party was previously advised of the possibility of such damages. 

19.     FORCE MAJEURE

        Except as herein otherwise expressly provided, if and whenever and to
the extent that the parties hereto shall be prevented, delayed or restricted in
fulfillment of any obligation hereunder in respect of the supply or provision
of any service or the observance or performance of any of the terms and
conditions hereunder by reason of strikes or work stoppages or being unable to
obtain any material, service, utility or labor required to fulfil such
obligation or by reason for any statute, law or regulation of, or inability to
obtain any permission from, any governmental authority having lawful
jurisdiction including, without limitation, any order, decision, or declaration
by the Government of Canada or its agencies, commissions or tribunals having
jurisdiction, regarding maintaining or regulating the Canadian content of the
Service which prevents, delays or restricts such fulfillment, or by reason of
any other cause beyond the control of such party, the time for fulfillment of
such obligation shall be extended during the period in which such circumstance
operates to prevent, delay or restrict the fulfillment thereof, and the other
party to this Agreement shall not be entitled to compensation for any
inconvenience, nuisance or discomfort thereby occasioned.

20.     NOTICES

        Any notice or other communication required or permitted to be given
hereunder shall be in 


                                       26
<PAGE>   30
writing and shall be delivered in person, transmitted by telecopy or similar
means of recorded electronic communication or sent by registered mail, charges
prepaid, addressed as follows:

        If to DMX '95:

        DMX Canada (1995) Ltd.
        Suite 900
        630 - 3rd Avenue S.W.
        Calgary, Alberta
        T2P 4L4
        Attention: The President

        With a courtesy copy to:

        Shaw Communications Inc.
        Suite 900
        630 - 3rd Avenue S.W.
        Calgary, Alberta
        T2P 4L4

        Attention: Corporate Counsel

        If to DMX US:

        DMX Inc.
        11400 W. Olympic Boulevard, Suite 110
        Los Angeles, California 90064-1507
        Attention President

        With a courtesy copy to:

        Gerald F. Edelstein, Esq.
        Peter Laird, Esq.
        Edelstein, Laird & Sobel, LLP
        9255 Sunset Boulevard, Suite 800        
        Los Angeles, California 90069

        Any such notice or other communication shall be deemed to have been
given and received on the day on which it was delivered or transmitted (or, if
transmitted and such day is not a business day, on the next following business
day) or, if mailed, on the fifth business day following the date of mailing;
provided, however, that if at the time of mailing or within five business days
thereafter




                                       27
        
<PAGE>   31
there is or occurs a labor dispute or other event that might reasonably be
expected to disrupt the delivery of documents by mail, any notice or the
communication hereunder shall be delivered or transmitted by means of recorded
electronic communication as aforesaid. Any party may at any time change its
address for service from time to time by giving notice to the other parties in
accordance with this Section.

21.     CONFIDENTIALITY

        Without the prior consent of the other party, neither DMX US nor DMX
'95 shall disclose to any third party (other than the Affiliates and each
party's respective employees, agents, and professional advisors, in their
capacity as such, with a need to know in the performance of their ordinary
employee functions, or parties with which such party is participating in a
joint venture, which need to know as part of such joint venture, provided in
either case, such employees and parties agree to be bound by the provisions of
this paragraph), including, without limitation, any municipality or other
governmental entity, any information with respect to DMX US's proprietary
technology, any research or other information provided by either party
hereunder (including information with respect to the Affiliates and DMX US's
agents and affiliates) except: (i) to the extent required by the other party to
perform its obligations under this Agreement or approved in writing by the
other party; (ii) to the extent necessary to comply with law, administrative
rules, regulations or requirements, or the valid order of a court of competent
jurisdiction, in which event the party making such disclosure shall so notify
the other as promptly as practicable (and, if possible, prior to making such
disclosure) and shall seek confidential treatment of such information and of
this Agreement; (iii) as part of its normal reporting or review procedure to
its auditors, its attorneys or to performing rights societies; (iv) in order to
enforce its rights pursuant to this Agreement; or (v) to the extent the
information has already been publicly released by the other party.

22.     ASSIGNMENT

a)      Assignment; Binding Effect; Reorganization: This Agreement, including
        both its obligations and benefits, shall enure to the benefit of, and be
        binding on, the respective assignees, transferees and successors of the
        parties, except that neither this Agreement nor either party's rights or
        obligations hereunder shall be assigned or transferred by either party
        without the prior written consent of the other party provided, however,
        no consent shall be necessary in the event of any assignment to a
        successor entity resulting from a merger, acquisition or consolidation
        by either party or assignment to any person under common control,
        controlled by or in control of either party. DMX US acknowledges and
        agrees that any sale by DMX '95 to a third person pursuant to Section
        2(c) hereof shall not constitute an assignment for the purposes of this
        Section 22(a).

b)      Insolvency: If either party makes an assignment for the benefit of its
        creditors, or commences bankruptcy, receivership, insolvency,
        reorganization, dissolution or liquidation proceedings, that party shall
        be deemed to be in default of its obligations under this Agreement, and
        the other party shall be entitled to exercise any and all remedies
        provided




                                       28
<PAGE>   32
        at law or in equity or otherwise provided in this Agreement.

23.     MISCELLANEOUS

a)      Entire Agreement; Amendments; Waivers: This Agreement contains the
        entire understanding of the parties hereto relating to the subject
        matter hereof and supersedes and replaces the Original License and the
        various letter agreements amending the same (collectively, the "1992
        Agreement") but only with respect to the distribution of the Service to
        Private Residences. This Agreement shall be amended, modified or
        terminated only in writing signed by both parties. Any waiver must be in
        writing and signed by the party whose rights are being waived and no
        waiver by either DMX '95 or DMX US of any breach of any provision hereof
        shall be or be deemed to be a waiver of any preceding or subsequent
        breach of the same or any other provision of this Agreement.

b)      Governing Law: The obligations of DMX '95 and DMX US under this
        Agreement and all matters collateral thereto shall be governed by the
        laws of the Province of British Columbia.

c)      No Agency: Neither DMX '95 nor DMX US shall be or hold itself out as the
        agent of the other under this Agreement. No Service Subscriber shall be
        deemed to have any privity of contract or direct contractual or other
        relationship with DMX US by virtue of this Agreement of DMX US's
        delivery of the Service to DMX '95 hereunder.

d)      Jurisdiction for Disputes: In the event of any controversy or claim
        arising out of or relating to this Agreement or the making, performance
        or interpretation thereof, the parties hereto shall recognize and be
        subject to the laws in force in the Province of British Columbia,
        Canada.

e)      Injunctive Relief: If DMX '95 breaches the non-competition provisions of
        Section 4(b) hereof, or if DMX '95 breaches Section 16 hereof, then DMX
        '95 agrees that DMX US shall be entitled to seek injunctive relief in
        connection with such breach. If DMX US breaches the exclusivity
        provisions of Section 3 hereof, then DMX US agrees that DMX '95 shall be
        entitled to seek injunctive relief in connection with such breach, and
        if DMX US breaches the provisions of Sections 6, 8, 16 and 17 hereof,
        then DMX US agrees that DMX '95 shall be entitled to seek specific
        performance in connection with such breach.

f)      No Partnership: Nothing contained herein shall be deemed to create, and
        the parties do not intend to create, any partnership or joint venture as
        and between DMX '95 and DMX US and neither party is authorized to or
        shall act toward third parties or the public in any manner which would
        indicate any such relationship with the other.

g)      Severability: The invalidity under applicable law of any provisions of
        this Agreement shall not affect the validity of any other provision of
        this Agreement, and in the event that any provision hereof is determined
        to be invalid or otherwise illegal, this Agreement shall remain

                                       29
<PAGE>   33
        effective and shall be construed in accordance with its terms; provided
        however, that the provision of this Agreement which is affected shall,
        to the extent possible, be curtailed and limited only to the extent 
        necessary to bring it within the requirements of the law.

h)      Headings and Captions: The titles and headings of the paragraphs in this
        Agreement are for convenience only and shall not in any way affect the
        interpretation of this Agreement.

i)      Counterparts: This Agreement may be executed in one or more
        counterparts, each of which shall be deemed an original and all of which
        shall constitute one and the same Agreement, and shall become effective
        when each party has received an original counterpart which has been
        executed by the other party. In proving this Agreement, it shall not be 
        necessary to produce or account for more than one such counterpart.

j)      No Inference Against Author: DMX US and DMX '95 each acknowledge that
        this Agreement was fully negotiated by the parties and, therefore, no
        provision of this Agreement shall be interpreted against any party
        because such party or its legal representative drafted such provision.

k)      No Third Party Beneficiaries: The provisions of this Agreement are for
        the exclusive benefit of the parties hereto and their permitted
        assigns, and no third party shall be a beneficiary of, or have any
        rights by virtue of, this Agreement.

l)      Arbitration: In the event that a dispute arises between the parties
        hereto pursuant to this Agreement, differences or unresolved matters
        shall be referred to arbitration which arbitration shall be conducted
        in accordance with the following procedures and principles:

        (i)     Upon the written demand of either party and within ten (10) days
                from the date of such demand, each party shall appoint an
                arbitrator and the two appointed arbitrators shall then promptly
                appoint a third. If either party shall fail to appoint an
                arbitrator within ten (10) days from the date of the demand,
                then the arbitrator shall, upon the application of the other
                party, be appointed by a Justice of the Supreme Court of British
                Columbia. If the two arbitrators shall fail, within ten (10) 
                days from the appointment of the second of them, to agree upon
                and appoint the third arbitrator, then upon the application of
                either party, the third arbitrator shall be appointed by a
                Justice of the Supreme Court of British Columbia.

        (ii)    The arbitrators shall proceed promptly to hear and shall 
                determine the matter in dispute subject to any reasonable delay.

        (iii)   The award of the arbitrators shall be drawn up in writing and
                signed by the arbitrators, or a majority of them, and shall be
                final and binding on the parties, and the parties shall abide by
                the award and perform its terms and conditions. Each party shall
                be responsible for the fees and expenses of the arbitrator named
                by it and the

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<PAGE>   34
                fees and expenses of the third arbitrator shall be paid in equal
                proportion by DMX US and DMX '95.

        (iv)    Save as otherwise expressly provided, the provisions of the
                Commercial Arbitration Act of British Columbia shall apply
                provided that then there is a conflict between the provisions of
                this section and the Act, the provisions of this section shall
                apply.

        (v)     When appointing arbitrators and in nominating persons for
                consideration for appointment by the Supreme Court of British
                Columbia the parties shall use their best efforts to appoint or
                nominate persons who by experience or profession are qualified
                to hear and determine the dispute or difference brought before
                them.

        (vi)    Notwithstanding any dispute or difference or arbitration
                proceedings arising from this Agreement, the parties shall
                continue to perform their respective obligations under this
                Agreement while any matter is the subject of negotiation,
                discussion or arbitration and prior to the rendering of the
                arbitral award.

        IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.


                                        DMX INC.

                                        Per: /s/ LON A. TROXEL
                                             ------------------------------
                                        Title: COO


                                        DMX CANADA (1995) LTD.

                                        Per: /s/ HEATHER SHAW
                                             ------------------------------
                                        Title: President


                                        
                                        Per: /s/ J. R. SHAW
                                             ------------------------------
                                        Title: Director




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