<PAGE>   1
                                                                   EXHIBIT 10.75

                               TABLE OF CONTENTS

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

2.   TERM..................................................................  8
     a)    Initial and Renewal Term........................................  9
     b)    Continuation of Service.........................................  9
     c)    Right of First Refusal.......................................... 10

3.   GRANT OF RIGHT........................................................ 11
     a)    Exclusive Right................................................. 11
     b)    Right to Sublicense............................................. 12

4.   RESTRICTIONS AND LIMITATIONS.......................................... 12
     a)    Limitation on Rights............................................ 12
     b)    Competitive Services............................................ 13
     c)    Reservation of Rights........................................... 14
     d)    Requirement for Commercial Service Agreements................... 14

5.   MULTI-LOCATION ACCOUNTS............................................... 15

6.   CONTENT OF SERVICE.................................................... 16

7.   ADJUNCT SERVICES...................................................... 17

8.   TRANSMISSION OF SERVICE............................................... 18
     a)    Costs of Transmission........................................... 18
     b)    Technical Information to be provided............................ 19
     c)    Alternative distribution of the Service......................... 20
     d)    Changes in reception system..................................... 20
     e)    Interruption in Transmission of Service......................... 21
           (i)    Involuntary Minor Interruption........................... 21
           (ii)   Involuntary Major Interruption........................... 22
           (iii)  Voluntary Minor Interruption............................. 24
           (iv)   Voluntary Major Interruption............................. 25
     f)    Satellite Transition............................................ 27

9.   DELIVERY AND DISTRIBUTION OF THE SERVICE.............................. 28
     a)    Reception Equipment............................................. 28
     b)    No Additions, Deletions, etc.................................... 29
     c)    Pavment Required................................................ 29
     d)    Private Use or Recording........................................ 29
</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.


                                       i

<PAGE>   2


<TABLE>
<S>  <C>                                                                   <C>
10.  SERVICE FEES.......................................................... 29
           (i)    Basic Fees............................................... 29
           (ii)   Affiliate Fees........................................... 29
     b)    Time for payment................................................ 30
     c)    Payment in American Dollars..................................... 31
     d)    Service Fee Adjustment Dates.................................... 31
     e)    Best Rate....................................................... 31
     f)    Service fee exemption........................................... 32

11.  REPORTS AND RECORDS................................................... 33
     a)    Books, records and audits....................................... 33
     b)    Monthly accounting statements................................... 33
     c)    Dispute......................................................... 33

12.  COLLECTIONS........................................................... 34

13.  PAYMENT OF TAXES...................................................... 34
     
14.  MUSIC PERFORMANCE AND OTHER MUSIC RIGHTS.............................. 35

15.  RESEARCH.............................................................. 36
     a)    Each Party to Provide Information............................... 35
     b)    Other Research.................................................. 36

16.  PROPRIETARY MARKS..................................................... 36
     a)    Rights in Proprietary Marks..................................... 36
     b)    Acknowledgement of Rights....................................... 37
     c)    Quality Standards and Samples................................... 37
     d)    Protection of Proprietary Marks................................. 38
     e)    Form of Use..................................................... 38
     f)    Infringement Proceedings........................................ 39

17.  MARKETING AND PROMOTION............................................... 39

18.  TERMINATION, OBLIGATIONS UPON TERMINATION OR EXPIRATION............... 40
     a)    Right to Terminate.............................................. 40
     b)    Obligations Upon Termination or Expiration...................... 40
     c)    Effect of Expiration or Termination............................. 41

19.  WARRANTIES AND INDEMNITIES............................................ 41
</TABLE>



                                      ii




<PAGE>   3
<TABLE>
<S>  <C>                                                                   <C>
     a)    DMX US's Warranties............................................. 41
     b)    DMX CANADA's Warranties......................................... 43
     c)    DMX CANADA's Indemnification.................................... 43
     d)    DMX US's Indemnification........................................ 44
     e)    Notice of Claims................................................ 45
     f)    Limitation of Liability......................................... 45

20.  FORCE MAJEURE......................................................... 45

21.  NOTICES............................................................... 46

22.  CONFIDENTIALITY....................................................... 47

23.  ASSIGNMENT............................................................ 48
     a)    Assigment: Binding Effect; Reorganization....................... 48
     b)    Insolvency...................................................... 49

24.  MISCELLANEOUS......................................................... 49
     a)    Entire Agreement; Amendments; Waivers........................... 49
     b)    Governing Law................................................... 50
     c)    No Agency....................................................... 50
     d)    Jurisdiction for Disputes....................................... 50
     e)    Injunctive Relief............................................... 50
     f)    No Partnership.................................................. 50
     g)    Severability.................................................... 51
     h)    Headings and Captions........................................... 51
     i)    Counterparts.................................................... 51
     J)    No Inference Against Author..................................... 51
     k)    No Third Party Beneficiaries.................................... 51
     1)    Arbitration..................................................... 51
</TABLE>




                                      iii

<PAGE>   4
                 COMMERCIAL LICENSE AND DISTRIBUTION AGREEMENT

        This Agreement made as of the 1st day November, 1994, 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

The DMX Canada Partnership, a partnership with offices at Suite 900, 630 - 3rd
Avenue S.W. Calgary, Alberta T2P 4L4, Canada ("DMX CANADA")

RECITALS:

1.      WHEREAS, International Cablecasting Technologies Inc., 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 the
Service, as hereinafter defined, in Canada;

2.      AND WHEREAS, The DMX Canada Partnership has acquired or will acquire
all the rights and interests of DMX-Canada Ltd. under the Original License and
shall continue offering the Service under the name DMX CANADA;

3.      AND WHEREAS, DMX CANADA wishes to acquire from DMX US and DMX US wishes
to grant to DMX CANADA the exclusive right to distribute the Service directly or
indirectly, through Agents or Affiliates, to commercial Service Subscribers in
Canada, as such capitalized terms are hereinafter defined;
<PAGE>   5
                                       2

4.      AND WHEREAS, the parties hereto wish to replace the 1992 Agreement as
it relates to the distribution of the Service to Commercial Establishments by
way of this license and distribution agreement;

        NOW THEREFORE, in consideration of the representations, warranties and
covenants 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 CANADA, in its absolute and sole 
        discretion, who: (i) are licensed to operate in Canada by the CRTC; 
        (ii) market the Service and/or the Adjunct Service through a sales 
        force separate from that of DMX CANADA; (iii) enter into Commercial 
        Service Agreements, as hereinafter defined, directly with Service 
        Subscribers and not on behalf of DMX CANADA, and as a result have 
        direct contractual relationships with the Service Subscribers for the 
        distribution of the Service and/or the Adjunct Service, if any; and 
        (iv) execute an Affiliate Agreement with DMX CANADA, as defined in 
        Section 3 below, whereby the Affiliate is to pay a fee to DMX CANADA 
        for each Commercial
<PAGE>   6
                                       3

        Establishment, as defined below, to which it distributes the Service
        and/or Adjunct Service;

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

d)      Affiliate Fee has the meaning set out in Section 10(a)(ii) hereof.

e)      Agency Agreement has the meaning set out in Section 3(b) hereof.

f)      Agent(s) means any agents of DMX CANADA or any third parties, all as
        determined by DMX CANADA, in its absolute and sole discretion, who are 
        retained by DMX CANADA on contract or otherwise and paid a commission 
        or other performance-related fee for representing DMX CANADA in 
        selling, marketing or promoting the Service and/or the Adjunct Service
        to subscribers and have executed an Agency Agreement;

g)      Alternative Technologies means the transmission or distribution of the
        Service by means of: (i) satellite master antenna television systems, 
        multi point distribution services, multichannel multipoint 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.

h)      Approved Purposes means the distribution of the Service by DMX CANADA,
        its Agents or Affiliates for: (i) promotional purposes to: (A) certain
        directors, officers or employees of Shaw or other individuals as 
        determined by DMX CANADA in its absolute and sole
<PAGE>   7
                                       4

     discretion; (B) the corporate head office of Shaw wherever situated; (C)
     the branch offices of Shaw, wherever situated, if used for promotional
     purposes and not for background music; and (D) 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 CANADA or the Agents or Affiliates (all of such
     recipients of the Service identified in (A) through (D) above collectively
     referred to as the "Promotional Receivers"); and (ii) purposes of
     demonstrating the Service to potential Service Subscribers, as hereinafter
     defined, whether on-site at their respective Commercial Establishments or
     at some other location or locations, all as determined by DMX CANADA in its
     absolute and sole discretion (which recipients of the Service are referred
     to as the "Demonstration Receivers").

i)   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 Services in the Territory, as
     hereinafter defined, including, without limitation, the Society of
     Composers, Authors and Music Publishers of Canada (SOCAN).

j)   Claims has the meaning set out in Section 19(c) hereof.

k)   Commercial Establishment means each and every premise, including, without
     limitation, any restaurant, bar, office, work place, place of business,
     school, park, place frequented by the public, hotel, motel, club, nursing
     or rest home, or showroom, whether or not business is conducted at such
     premise, excepting only a Private Residence, as hereinafter defined, which
     a Service Subscriber designates as a location for receipt of the Service,
     it being understood that in the case of a shopping centre, industrial park
     or other multiple-business facility, each separate business occupying a
     distinct space within such facility shall be deemed to constitute a
     separate commercial establishment.
<PAGE>   8
                                       5

l)   Commercial Service Agreement means the standard commercial service
     agreement and multiple location commercial service agreement prepared and
     used by DMX CANADA from time to time for the provision of the Service to a
     Service Subscriber.

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

n)   Competitor has the meaning set out in Section 2(c) hereof.

o)   Demonstration Receivers has the meaning set out in the definition of
     "Approved Purposes" hereof.

p)   Footprint has the meaning set out in Section 8(a)(i) hereof.

q)   Inspection has the meaning set out in Section 11(a) hereof.

r)   Involuntary Major 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 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 operating life of the 402R Satellite or any successor thereof)
     that interferes with, interrupts or obstructs the transmission of the
     digital audio signal to the Territory: (A) which interference lasts for a
     period of Fourteen (14) or more consecutive calendar days; (B) which would
     require a realignment or replacement of, or modification to the reception
     equipment, technology or system utilized by DMX CANADA 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.

<PAGE>   9
                                       6

s)   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 an act of God or nature that
     interferes with, interrupts or obstructs the transmission of the digital
     audio signal to the Territory for a period equal to or greater than
     Twenty-four (24) consecutive hours but less than Fourteen (14) consecutive 
     calendar days.

t)   Lower Service Fee has the meaning set out in Section 10(e) hereof.

u)   Multi-Location Account means (i) a Service Subscriber that owns, operates,
     leases or licenses by way of a franchise or other license agreement, more
     than one (1) location that subscribes to and receives the Service, and (ii)
     that requires centralized decision making at its headquarters with respect
     to its subscription of the Service for all its locations.

v)   On-Premise Service has the meaning set out in the definition of "Service"
     hereof.

w)   Private Residence means any single or multiple dwelling unit or premise
     where any person is domiciled, except on a transient or temporary basis
     (such as a motel, hotel, nursing or rest home).

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

y)   Proprietary Marks has the meaning set out in Section 16(a) hereof.

z)   Purchaser has the meaning set out in Section 2(c) hereof.
<PAGE>   10
                                       7

aa)     Sale Notice has the meaning set out in Section 2(c) hereof.

bb)     Selling Party has the meaning set out in Section 5 hereof.

cc)     Service means: (i) the premium audio programming service offered by DMX
        US twenty-four (24) hours per day, seven (7) days per week consisting of
        a minimum of 70 channels (formats) of uninterrupted music, without any
        commercials or other announcements, transmitted in a digital signal; and
        (ii) the premium audio programming service offered by DMX US of
        uninterrupted music, without any commercials or other announcements,
        delivered by means of stand-alone hardware and related equipment and
        accessories, including, without limitation, tapes and compact discs (the
        latter stand-alone service hereinafter separately referred to as the
        "On-Premise Service");

dd)     Service Subscribers means those individuals, persons, associations,
        partnerships, corporations or legal representatives which subscribe to
        the Service and enter into and execute a Commercial Service Agreement.

ee)     Servicing Party has the meaning set out in Section 5 hereof.

ff)     Servicing Party Fees has the meaning set out in Section 5 hereof.

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

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

ii)     Territory means all of the country of Canada and its territories.
<PAGE>   11
                                       8

jj)     Third Party Distributor has the meaning set out in Section 10(e)
        hereof. 

kk)     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 Service to 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 the Territory: (A) for a period of Fourteen (14) or more
        consecutive calendar days; (B) which would require a realignment or
        replacement of, or modification to the reception equipment, technology
        or system utilized by DMX CANADA 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.

ll)     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 Service to 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 the Territory for a period equal to or greater than
        Twenty-four (24) consecutive hours but less than Fourteen (14)
        consecutive calendar days.

mm)     402R Satellite has the meaning set out in Section 4(b) hereof.


2.      TERM  
<PAGE>   12
                                       9

a)      Initial and Renewal Term:       Subject to the earlier termination of
        this Agreement as set forth in Section 18 hereof, the term of this
        Agreement shall commence on November 1, 1994 and shall terminate on
        March 31, 2012 (the "Term").  Provided that neither party hereof 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 hereto shall negotiate exclusively with each other
        for a renewal term of this Agreement for a period of Twelve (12) months
        (the "Negotiation Period") prior to the expiry of the Term.  For greater
        certainty, the parties acknowledge and agree that DMX CANADA shall not
        negotiate with a third party music service provider and DMX US shall not
        negotiate with a third party music service distributor regarding
        distribution of a music service in the Territory during the Negotiation
        Period.  The parties hereto shall undertake such negotiations at the
        commencement of the Negotiation Period and shall negotiate diligently
        and in good faith during the Negotiation Period for the renewal of the 
        Agreement. The Negotiation 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.

b)      Continuation of Service:        Notwithstanding the expiration or 
        earlier termination of the Term, DMX CANADA shall have the right and the
        obligation to continue providing the Service to all Service Subscribers
        pursuant to the terms and conditions of the Commercial Service 
        Agreements which were in effect as of such expiration or termination;
        provided that such right and obligation with respect to each such
        Service Subscriber shall expire upon the termination or expiry of such
        Service Subscriber's Commercial Service Agreement which may not be
        renewed or extended in any way.  It is understood and agreed that DMX US
        shall continue to transmit the Service after the Term pursuant to this
        Section 2 b) and in accordance with its obligations set out in Sections
        8 and 19.  DMX CANADA shall be obligated to pay to DMX US the service
        fees in accordance with
<PAGE>   13
                                       10

        Section 10 below, for so long as DMX US continues to provide the
        Service pursuant to this Section 2(b).

        Notwithstanding the expiration or earlier termination of the Term, the
        parties hereto further agree that DMX CANADA shall have the right to 
        enter into any new Commercial Service Agreements with Service 
        Subscribers provided that: (i) the terms of such new Commercial Service 
        Agreements do not exceed the longest term of any unexpired Commercial 
        Service Agreement existing at the date of the expiration or earlier 
        termination of the Term of this Agreement; and (ii) DMX CANADA obtains 
        the prior written approval of DMX US to any such new Commercial Service
        Agreement, which approval may be granted or withheld in its sole 
        discretion. The provisions of this Section 2(b) shall apply mutatis 
        mutandis to such new Commercial Service Agreements.

c)      Right of First Refusal: If during the Term, DMX CANADA desires to offer
        for sale its interest in the rights to distribute the Service or
        Adjunct Service to commercial Service Subscribers in the Territory or
        if a  third party submits an offer in writing to purchase the same
        which DMX CANADA in its absolute and sole discretion considers
        reasonable, DMX  CANADA shall give notice (the "Sale Notice") in
        writing to DMX US of  its intention to do so and set out therein the
        terms and conditions  upon which it is prepared to sell the same. DMX
        US shall have  Forty-five (45) days following the date of receipt of
        the Sale Notice  to accept in writing the right of first refusal with
        respect to the  sale of the business including the exclusive right to
        distribute the  Service and/or the Adjunct Services, if any, in the
        Territory upon the terms and conditions set out in the Sale Notice. If
        DMX US accepts the  terms and conditions of the Sale Notice, the
        parties hereto shall enter into an agreement of purchase and sale in
        accordance with the terms and  conditions of the Sale Notice. If DMX US
        had not accepted the terms and conditions set out in the Sale Notice,
        DMX CANADA may, at its option, sell the business to any other person
        (the "Purchaser") including, without  limitation, a person that offers
        an audio music service to
                
<PAGE>   14
                                       11

        Commercial Establishments in the Territory (the "Competitor") at such
        terms and conditions which are no more favourable to the Purchaser than 
        those set out in the Sale Notice. The terms of any such sale shall 
        require the Purchaser to assume and fulfill all of DMX CANADA's 
        obligations under this Agreement. If the Purchaser is a Competitor then
        all of the Purchaser's rights under this Agreement shall be 
        non-exclusive.

3.      GRANT OF RIGHT

a)      Exclusive Right: Subject to the terms and conditions contained herein,
        DMX US hereby grants to DMX CANADA, and DMX CANADA hereby accepts, the
        exclusive right within the Territory to distribute the Service, 
        directly or through any Agents or Affiliates by means of any equipment,
        technology or system including, without limitation, the Alternative 
        Technologies, to Commercial Establishments during the Term 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 Service or any Adjunct Service by 
        means of the "Internet" (i.e., a so-called "on-line" service) which
        would materially affect DMX CANADA's exclusive rights hereunder, DMX US
        shall immediately notify DMX CANADA 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 Service 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 Service 
        or the Adjunct Service which would materially affect DMX CANADA's 
        exclusive rights hereunder, the parties agree to
      

<PAGE>   15
                                       12

        negotiate in good faith with respect to revenue sharing in connection
        therewith. Neither DMX CANADA nor its Affiliates shall distribute the 
        Service 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 herein, DMX US
        hereby grants to DMX CANADA the right within the Territory to 
        sublicense the distribution rights related to the Service granted 
        herein to the Agents and the Affiliates. DMX CANADA shall enter into an
        agency agreement (the "Agency Agreement") with each Agent, and an 
        affiliate agreement (the "Affiliate Agreement") with each Affiliate, 
        the form and content of which shall be determined by DMX CANADA and 
        approved by DMX US both as to its original form and from time to time
        throughout the Term when such form is materially amended, such approval
        not to be unreasonably withheld. The Agency Agreement and the Affiliate
        Agreement shall include, without limitation, a requirement that the 
        Agent, or the Affiliate, as the case may be, honour certain prescribed
        installation and performance standards set out therein.
        
4.      RESTRICTIONS AND LIMITATIONS

a)      Limitation on Rights: The rights granted herein do not include any
        rights of DMX CANADA or any other person to:

        i)      record, make or manufacture any recording or other
                reproductions of any of the Service or any part thereof; or

        ii)     transmit, re-transmit, distribute, deliver or authorize the
                transmission, re-transmission, distribution or delivery of any 
                of the Service, in any manner, outside

<PAGE>   16
                                      13

              the Territory or within the Territory to any person which is not
              a Service Subscriber, except for the Approved Purposes pursuant
              to Subsection 10(f) hereof.

B)      Competitive Services: During the Term neither DMX CANADA, its
        Affiliates, nor Shaw shall transmit, re-transmit, distribute or deliver
        any multi-channel digital audio music service (the "Competitive
        Service") other than the Service (or any other DMX US music service
        which DMX CANADA may be authorized to distribute to Private Residences
        by separate agreement with DMX US) in the Territory, subject to the
        provisions set out in this paragraph.  Nothing herein, however, shall
        be deemed to prohibit Shaw, other than DMX CANADA, or the Affiliates or
        Shaw's successors from transmitting, re-transmitting, distributing or
        delivering or delivering any Competitive Service to any Private
        Residence.  Notwithstanding the foregoing, DMX CANADA and its
        Affiliates may, at their option, transmit, retransmit, distribute or
        deliver a Competitive Service to any Commercial Establishment located
        in the Territory, if, and only if: (A)(i) such Commercial Establishment
        falls outside the footprint or reception area of the Telstar 402R
        Transponder 15B, the direct broadcast satellite used by DMX US at the
        date of this Agreement (the "402R Satellite") or the footprint of any
        other direct broadcast satellite used by DMX US to transmit the
        Service, but only if and when such other direct broadcast satellite
        becomes operational; and (ii) DMX CANADA is not otherwise capable of
        distributing or delivering the On-Premise Service or distributing the
        Service by other Alternative Technologies to such Commercial
        Establishment on a basis which is economically profitable to DMX
        CANADA, as determined by it, in its reasonable business judgment; or
        (B) for any reason there is an Involuntary Major Interruption or a
        Voluntary Major Interruption as set out in Section 8(e) hereof. 
        Notwithstanding anything else contained herein to the contrary, neither
        DMX CANADA nor the Affiliates shall be required to distribute the
        Service to any subscriber of the Competitive service at any time during
        the Term even if such subscriber were originally a Service Subscriber.
        DMX US 


<PAGE>   17
                                       14

     covenants and agrees that 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 multi-channel
     digital audio music service of any nature, whatsoever, or the Adjunct
     Services to an Commercial Establishment in the Territory during the Term,
     subject only to the provisions of the right of first negotiation related to
     the Adjunct Services set out in Section 7 hereof and the provisions related
     to distribution of the Service via the Uncontrolled Distribution set out in
     Section 3(a) hereof. DMX US acknowledges and agrees that it shall include
     provisions in its license agreements related to the distribution of the
     Service or any Adjunct Services to be entered into with its agents,
     affiliates and licensees, from and after the date of this Agreement, which
     restrict such agents, affiliates and licensees from transmitting,
     retransmitting, distributing, delivering, or selling the Service or any
     Adjunct Service to or in the Territory, or any portion thereof, subject to
     the provisions of Section 7 hereof. DMX US further agrees that it shall
     assist DMX CANADA in locating any agent, affiliate or licensee of DMX US
     that distributes, delivers, transmits, retransmits or sells 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 CANADA in conducting such
     investigations and prosecutions of such agents, affiliates and licensees,
     subject to the provisions of Section 7.

c)   Reservation of Rights: Except as expressly set forth in this Agreement,
     DMX CANADA shall have no proprietary interest in the Service, including the
     accompanying program data, the 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.

d)   Requirement for Commercial Service Agreements: DMX CANADA shall only
     provide the Service to a Service Subscriber which has executed a Commercial
     Service Agreement in the form prepared and adopted by DMX CANADA, in its
     absolute and sole discretion, from time to time, subject to the provisions
     related to the Approved Purposes
<PAGE>   18
                                      15

        set out in Section 10 hereof.  DMX CANADA agrees that it shall provide
        DMX US with a copy of its standard form Commercial Service Agreement
        currently in use and with the amended form of the same whenever it is
        materially amended from time to time during the Term.  The Commercial
        Service Agreement shall contain appropriate terms for the protection of
        the Propriety Marks, referred to in Section 16 below.  DMX CANADA
        shall, in good faith, fulfill its obligations under and take such steps
        as may be practical and reasonable to enforce each Commercial Service
        Agreement in accordance with its terms.

5.      MULTI-LOCATION ACCOUNTS

        The parties hereto acknowledge that several Multi-Location Accounts may
have Commercial Establishments located both within and outside the Territory.
Accordingly, DMX CANADA and DMX US mutually agree that either party may enter
into Multi-Location Account agreements which provide for distribution of the
Service to Commercial Establishments located in each other's respective
territories or geographic areas (or those territories of their respective
agents, affiliates, or licensees as the case may be) provided that a decision
making headquarters for the Multi-Location Account is located in the territory
of the party entering into the Multi-Location Account agreement, and otherwise
subject to the provisions hereof.  The party which enters into such a
Multi-Location Account agreement (the "Selling Party") shall deliver notice to
the other party (the "Servicing Party") of such Multi-Location Account within
ten (10) days after execution of the Multi-Location Account agreement or when
notified by the Customer.  Such notice shall identify those Commercial
Establishments located in the Servicing Party's territory and the terms,
conditions and amounts payable under the Multi-Location Account agreement, and
sales commissions payable with respect to the Commercial Establishments located
in the Servicing Party's territory. Within ten (10) days after its receipt of
the Selling Party's notice the Servicing Party shall give notice to the Selling
Party indicating whether the Servicing Party will accept the terms and
conditions of the Multi-Location Account agreement and sales commissions

<PAGE>   19
                                       16


set forth in the Selling Party's notice. If the Servicing Party so accepts, the
Servicing Party shall have responsibility for the installation and servicing of
the Commercial Establishments of the Multi-Location Account located in its
territory and shall observe and perform the obligations of the supplier of the
Service under the Multi-Location Account agreement. The Servicing party will
invoice the Selling Party for all fees ("Servicing Party Fees") as provided in
the Multi-Location Account agreement in connection with the Commercial
Establishments of the Multi-Location Account in the Servicing Party's territory
and the Selling Party shall include such amounts (including any applicable
taxes) in each billing sent by the Selling Party to the Multi-Location Account.
Within thirty (30) days after the Selling Party's receipt of payment from the
Multi-Location Account for each applicable billing, the Selling Party shall pay
to the Servicing Party the Servicing Party Fees related to such billing. In
each instance in which DMX CANADA receives Servicing Party Fees, [***] subject
to such Multi-Location Account, and otherwise in accordance with Section 10(a)
below. The Servicing Party shall be directly responsible for paying the
applicable sales commissions. In the event that the Servicing Party declines to
accept the terms of the Selling Party's notice, the Selling Party shall then
have the right to retain a third party to perform the required services and to
receive the fees applicable thereto.

6.      CONTENT OF SERVICE

        DMX US acknowledges and agrees that the Service shall not contain any
obscenity or any other matter in violation of any law of any jurisdiction in
which the Service is distributed whether in the Territory or the United
States, but shall include programming, format and other content as may be, in
the sole discretion of DMX US, 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.

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


<PAGE>   20
                                         17


7.   ADJUNCT SERVICES

     If DMX US wishes to offer, provide, license, distribute, transmit, deliver
or re-transmit any Adjunct Service to Commercial Establishments within the
Territory, it shall give notice (the "Adjunct Service Notice") in writing to
DMX CANADA of its intention to do so and set out therein a description of the
Adjunct Service. DMX CANADA 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 CANADA wishes to obtain the exclusive
right to distribute the Adjunct Service to Commercial Establishments in the
Territory. If DMX CANADA 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 CANADA the exclusive license to distribute the
Adjunct Service to Commerical Establishments in the Territory to any
subscribers, including, without limitation, the Service Subscribers in
conjunction with and in addition to the Service and the Adjunct Service
Agreement shall include a reasonable time period for DMX CANADA to file an
application with and obtain the approval of the Canadian Radio-television and
Telecommunications Commission, if required. If DMX CANADA has not delivered the
Adjunct Service Reply on a timely basis, or if the parties have not agreed in
principle to the material terms and conditions of the Adjunct Service Agreement
within the Negotiating Period, subject only to the finalization of the document
related thereto, DMX US may, at its option: (i) grant the license for the
distribution of the Adjunct Service, but without right to distribute the same in
conjunction with the service, to Commerical Establishments in the Territory, to
any other person at such material terms and conditions which are no more
favourable to any other person than those offered to DMX CANADA; or (ii)
distribute the Adjunct Service to Commercial Establishments in the Territory
itself, but it is 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
<PAGE>   21
                                       18


CANADA acknowledges and agrees that if for any reason it discontinues its
distribution of the Service to Commercial Establishments in the Territory it
shall not continue to have a right of first refusal, as set forth in this
Section 7, with respect to the distribution of the Adjunct Service to
Commercial Establishments in the Territory nor the exclusive license to
distribute the Adjunct Service to Commercial Establishments 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 retransmission to Commercial Establishments 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 CANADA to distribute
any other Adjunct Service to Commercial Establishments in the Territory.

8.      TRANSMISSION OF SERVICE

a)      Costs of Transmission:

        i)      DMX US acknowledges and agrees that it shall transmit the
                Service without interruption Twenty-four (24) hours a day, Seven
                (7) days a week on the 402R Satellite, the footprint or
                reception area of which shall include the cities of Whitehorse,
                Yukon, Victoria, British Columbia and Halifax, Nova Scotia (the
                "Footprint"). For greater certainty, the Footprint of such
                satellite shall include all that area outlined in colour on the
                attached contour map. DMX US shall maintain the quality and
                integrity of the transmission of the digital audio signal
                throughout all the geographic region included in the Footprint
                such that there is no material variance in the quality of the
                Service in the Territory. DMX US acknowledges and agrees that it
                shall be solely responsible for all costs of whatsoever nature
                incurred in transmitting the Service from the DMX US studio in
                the United States to the point of reception at the land based
                equipment located at the Commercial Establishment in the
                Territory and that such costs shall include, without

<PAGE>   22
                                       19


                limitation, the costs of uplinking the Service 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 Service
                on such other transponder devices as provided in Section 8(f)
                below subject to the provisions of this Section 8.

        ii)     DMX CANADA acknowledges and agrees that it shall be solely
                responsible for any and all costs whatsoever incurred in
                connection with: (A) the installation of the land based
                reception equipment including the satellite dish and cable
                hook-up, at the Commercial Establishment located in the
                Territory; and (B) reception, distribution or retransmission of
                the Service from the point of reception at the land based
                equipment located in the Territory to any other location or site
                in the Territory. DMX CANADA agrees that it shall maintain the
                quality and integrity of the digital audio signal that it
                receives from DMX US if it retransmits the Service for purposes
                of distribution within the Territory.

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

        i)      A description, complete with all necessary or appropriate
                technical specifications, of the manner in which the Service
                will be provided to DMX Canada, including the identification of
                the satellite and transponder number which shall be used for
                transmitting the Service;

        ii)     All the technical specifications and information relating to the
                land-based equipment, technology and systems which DMX CANADA
                and/or its Service Subscribers will be required to use for
                reception, distribution or retransmission of 


<PAGE>   23
                                       20

                the Service 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 CANADA any right in DMX US's
                proprietary technology or to require DMX US to provide any
                information with respect thereto not required by DMX CANADA in
                order to fulfill its obligations under this Agreement, or those
                agreements made between DMX CANADA, its Agents, Affiliates and
                its Service Subscribers.

c)      Alternative distribution of the Service: DMX CANADA may, in its sole
        discretion, distribute the Service to Commercial Establishments within
        the Territory by means of Alternative Technologies at its sole cost and
        expense, subject to the provisions of Section 8(d) hereof, DMX US agrees
        that it shall provide DMX CANADA with such technical information as DMX
        US may have in order to assist DMX CANADA with such distribution by
        means of Alternative Technologies.

d)      Changes in reception system: Notwithstanding the provisions of Section 8
        (c) above, DMX US acknowledges and agrees that it shall be solely
        responsible for all costs incurred by DMX CANADA if, during the Term,
        DMX CANADA is required to make any changes or modifications to or
        replacements of, in any manner whatsoever, its reception and decoding
        equipment, technology or systems in order to make such equipment,
        technology or systems capable of receiving the Service from any
        Alternative Technology employed by DMX US to transmit the Service 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


<PAGE>   24

                                       21

        decoding equipment, technology or system, DMX US shall immediately
        deliver to DMX CANADA 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 CANADA. 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 CANADA, the Agents and Affiliates, in accordance with
        subsection b) (ii) and that regardless of what technology, system or
        method DMX US employs to transmit the Service in the Territory, DMX US
        shall maintain the quality and integrity of the transmission of the
        digital audio signal throughout a geographic region containing all of
        the capital cities of each of the Provinces of Canada or a geographic
        region representing a minimum of Ninety-five (95%) per cent of DMX
        CANADA's entire base of Service Subscribers existing at the date of such
        modification or replacement such that there is no variance in the
        quality of the Service perceptible to the Service Subscribers.

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

        (i)     Involuntary Minor Interruption: If there is an Involuntary Minor
                Interruption in the transmission of the Service in the Territory
                during the Term, DMX CANADA 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 CANADA
                credits the Service Subscribers effected by the Involuntary
                Minor Interruption for such service fees) notwithstanding any
                provision in this Agreement to the contrary. DMX CANADA
<PAGE>   25
                                       22


                shall not have any other rights or remedies available at law or
                equity against DMX US as a result of such Involuntary Minor
                Interruption in the transmission of the Service in the
                Territory.

        (ii)    Involuntary Major Interruption: If there is an Involuntary Major
                Interruption in the transmission of the Service in the Territory
                during the Term, the provisions of Section 20 hereof shall apply
                subject to the obligations of the parties hereto set out in this
                subsection (e)(ii), and DMX CANADA 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 CANADA credits the Service 
                Subscribers effected by the Involuntary Major Interruption for
                such service fees) notwithstanding any provision contained in
                the Agreement to the contrary; and (B) offer a Competitive
                Service to any Commercial Establishment located in the Territory
                in accordance with the provisions set out in Section 4 hereof
                except that the requirements set out in (A)(i) and (ii) of
                Section 4(b) shall not apply.

                Notwithstanding such Involuntary Major Interruption, if an
                alternate satellite with a comparable footprint or reception
                area to the Footprint exists such that DMX US is technically
                able to retransmit the Service to the Territory, DMX US shall
                engage in good faith prior consultations with DMX CANADA
                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
                alternate satellite without a comparable footprint or reception
                area to the Footprint but which would offer a reception area or
                footprint acceptable to DMX CANADA such that DMX US is
                technically able
<PAGE>   26
                                         23


                to retransmit the Service to the Territory, DMX US shall engage
                in good faith prior consultations with DMX CANADA regarding
                utilizing such alternate satellite and shall make commercially
                reasonable efforts to utilize such 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 retransmit the
                Service to the Territory, other than the On-Premise Service,
                with a reception area comparable in geographic area to the
                Footprint containing all of the capital cities of each of the
                Provinces of Canada or representing a minimum of Ninety-five
                (95%) per cent of DMX CANADA's entire base of Service
                Subscribers existing at the date of such Involuntary Major
                Interruption and 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
                CANADA regarding using such Alternative Technology and shall
                make commercially reasonable efforts to use such Alternative
                Technology to retransmit the Service 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 maximum period of Three Hundred and Sixty-Five
                (365) days from the first date of such Involuntary Major
                Interruption (the "Suspension Period") such that the provisions
                of Section 20 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 CANADA to pay to
                DMX US any service fees outstanding for periods prior to the
                Suspension Period and any obligations of either party hereto
                arising under this section. DMX CANADA 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
<PAGE>   27
                                       24



                DMX US fails to retransmit the Service 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 CANADA 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 to
                Commercial Establishments in the Territory such that if DMX US
                is able to retransmit the Service to the Territory using any
                manner of technology or systems whatsoever after the expiry of
                the Suspension Period, it shall so notify DMX CANADA in writing
                and the parties shall engage in diligent and good faith
                negotiations for the commencement of the transmission of the
                Service in 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 Service in the Territory
                during the Term, then: (A) DMX US shall give notice to DMX
                CANADA 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 CANADA as soon as reasonably possible; and (B) DMX
                CANADA 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 CANADA credits the Service
                Subscribers effected by the Voluntary Minor Interruption for
                such service fees) notwithstanding any provision in this
                Agreement to the contrary. Following completion of the Voluntary
                Minor Interruption, DMX US shall continue to transmit the
                Service to the Territory with a footprint or reception area
                comparable to the Footprint, all at its sole cost and expense.
                DMX CANADA shall not have any other rights or 
<PAGE>   28
                                       25

                remedies available at law or equity against DMX US as a result
                of such Voluntary Minor Interruption except that the indemnity
                granted by DMX US in favour of DMX CANADA as set out in Section
                19(d) hereof shall apply hereto.

        (iv)    Voluntary Major Interruption: If there is a Voluntary Major
                Interruption in the transmission of the Service to the Territory
                during the Term, then: (A) DMX US shall give notice to DMX
                CANADA 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 CANADA as soon as reasonably possible; and (B) DMX
                CANADA 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 CANADA credits
                the Service Subscribers effected by the Voluntary Major
                Interruption for such service fees) until: (a) the end of the
                Voluntary Major Interruption, if applicable; or (b) such time as
                DMX CANADA has recovered the direct costs it has 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) reestablishing the distribution of the Service in the
                Territory following such Voluntary Major Interruption, as
                reasonably determined by DMX CANADA, in tis sole discretion,
                including, without limitation, the costs incurred by DMX CANADA
                to realign its receiving equipment, if any, notwithstanding any
                provision in this Agreement to the contrary excepting only the
                provisions of Section 8(f) hereof; and (2) DMX CANADA may offer
                a Competitive Service to any Commercial Establishment located in
                the Territory in accordance with the provisions set out in
                Section 4 hereof except that the requirements set out in (A)(i)
                and (ii) of Section 4(b) shall not apply. DMX CANADA shall not
                have any other rights or remedies available at law or equity
                against DMX US as a result of such Voluntary Major Interruption 
<PAGE>   29
                                       26

                except that the indemnity granted by DMX US in favour of DMX
                CANADA as set out in Section 19(d) shall apply hereto.

                Notwithstanding such Voluntary Major Interruption, if an
                alternate satellite with a comparable footprint or reception
                area to the Footprint exists such that DMX US is technically
                able to retransmit the Service to the Territory, DMX US shall
                engage in good faith prior consultations with DMX CANADA
                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 an
                alternate satellite is not available and there exists an
                alternate satellite without a comparable footprint or reception
                area to the Footprint but which would offer a reception area or
                footprint acceptable to DMX CANADA such that DMX US is
                technically able to transmit the Service to the Territory, DMX
                US shall engage in good faith prior consultations with DMX
                CANADA regarding utilizing such alternate satellite and shall
                make commercially reasonable efforts to utilize such 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 Service to the Territory, other than the On-Premise
                Service, with a reception area comparable in geographic area to
                the Footprint containing all of the capital cities of each of
                the Provinces of Canada or representing a minimum of Ninety-five
                (95%) per cent of DMX CANADA's entire base of Service
                Subscribers existing at the date of such Voluntary Major
                Interruption, and 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 CANADA regarding
                using such Alternative Technology and shall make commercially
                reasonable efforts to use such Alternative Technology to
                transmit
<PAGE>   30
                                       27

                the Service 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") excepting only the obligation of DMX CANADA
                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 19. DMX CANADA 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 Service to the Territory
                using any manner of technology or systems whatsoever, then this
                Agreement shall be terminated. Notwithstanding such termination,
                the parties hereto agree that DMX CANADA 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 Service to the Territory using any manner of technology or
                systems whatsoever after the expiry of the Suspension Period, it
                shall so notify DMX CANADA in writing and the parties shall
                engage in diligent and good faith negotiations for the
                commencement of the transmission of the Service in 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 8(e)
        above to the contrary, DMX US may transmit the Service 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 8(f), DMX US
        shall be responsible, at its sole cost and expense, for the direct
        costs incurred by DMX CANADA

<PAGE>   31
                                       28


        in connection with the realignment of DMX CANADA's receiving equipment
        in order that it may receive the modified digital audio signal
        transmitted from such alternate satellite. DMX CANADA 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 Service 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 Service for
        any reason whatsoever. DMX US shall ensure, at its sole cost and
        expense, that the footprint or geographic area of the alternate
        satellite shall be comparable to the Footprint. DMX US shall deliver
        written notice to DMX CANADA, if possible, of such satellite transition
        as contemplated in this Section 8(f) at least Forty-five (45) days in
        advance, and shall provide DMX CANADA 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 that DMX CANADA may coordinate and complete the
        realignment of its receiving equipment necessary to receive the digital
        audio signal transmitted from such successor satellite(s).

9.      DELIVERY AND DISTRIBUTION OF THE SERVICE

a)      Reception Equipment: DMX CANADA shall provide by way of lease or sale to
        each Service Subscriber any and all land-based equipment or other
        equipment, which incorporates DMX proprietary technology and is
        manufactured by DMX US authorized and approved parties, as required for
        reception of the Service at the Commercial Establishment pursuant to the
        terms and conditions of the Commercial Service Agreement.
<PAGE>   32

                                       29

b)    No Additions, Deletions, etc.: DMX CANADA, its Agents and Affiliates shall
      distribute the Service together with the accompanying program data 
      throughout the Territory without addition, deletion, alteration, editing
      or amendment, unless specifically permitted to do so by DMX US in writing,
      in its sole discretion, or unless required to do so to comply with any 
      applicable law or regulation of any authority having jurisdiction.
  
c)    Payment Required: Except with respect to any Approved Purpose, as
      hereinafter set out, DMX CANADA 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 CANADA, or its Service Subscribers to record the Service for
      their private use or to install recording devices for the purposes of so
      doing. DMX CANADA shall not have any liability to DMX US for the 
      unauthorized recording of the Service by the Service Subscribers, the
      Agents or the Affiliates.
      
10    SERVICE FEES
  
a)    (i)    Basic Fees: DMX CANADA shall pay to DMX US each month during the
             Term commencing November 1, 1994 to and including October 31, 1999,
             [***] multiplied by the number of Commercial Establishments in the
             Territory to which DMX CANADA or the Agents distribute the Service,
             subject to the provisions of Section 10(f) hereof.
        
      (ii)   Affiliate Fees: In addition to the above, DMX CANADA shall pay to
             DMX US each month during the Term commencing November 1, 1994 a 
             service fee (the "Affiliate Fee") [***] multiplied by the number 
             of Commercial Establishments in the Territory to which an Affiliate
             
                          
***   Confidential portions omitted and filed separately with the Securities and
      and Exchange Commission pursuant to a request for confidential treatment.
             

<PAGE>   33
                                       30

                distributes the Service pursuant to executed Commercial Service
                Agreements; or [***] the fee charged by DMX CANADA to an
                Affiliate for each Commercial Establishment to which the
                Affiliate distributes the Service multiplied by the number of
                Commercial Establishments in the Territory to which the
                Affiliate distributes the Service. If DMX CANADA charges any
                Affiliates differing fees with respect to its Commercial
                Establishments, then the calculation for this subsection (B)
                shall be [***] of each of the differing fees charged by DMX
                CANADA to such Affiliate multiplied by the number of Commercial
                Establishments in each differing fee category. For example, if
                DMX CANADA charges a given Affiliate a monthly fee of [***] Can.
                for some Commercial Establishments, and [***] Can. for other
                Commercial Establishments, then the calculation of this
                subsection (B) for that Affiliate would be as follows: [***]
                (the number of Commercial Establishments for which DMX CANADA
                charges the Affiliate the [***] (the number of Commercial
                Establishments for which DMX CANADA charges the Affiliate the
                [***].
         
        The amount of the service fees payable under this Section 10(a) and
        otherwise in this Section shall be determined by DMX CANADA and a
        statement including reasonable detail as to the calculation thereof
        shall be delivered to DMX US in accordance with Section 11 hereof.

b)      Time for payment. The service fees payable by DMX CANADA 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



***     Confidential portions omitted and filed separately with the Securities
        and Exchange Commission pursuant to a request for confidential 
        statement.
<PAGE>   34
                                       31



     is less, from the due date until payment is received by DMX US, as the case
     may be. DMX CANADA 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 CANADA hereunder to 
     DMX US shall be made in American Dollars with the exception of the 
     Affiliate Fee which shall be paid in Canadian Dollars.

d)   Service Fee Adjustment Dates: Subject to the provisions of Section 10(e),
     the rates for the service fees payable by DMX CANADA to DMX US, excluding
     the Affiliate Fees, shall be increased on an annual basis during the Term
     commencing on November 1, 1999 and each anniversary date thereof by [***]
     of the then current rate but only with respect to those Commercial Service
     Agreements executed, renewed or extended on or after November 1, 1999
     subject to the limitations set out in this Section. The service fee payable
     with respect to a Commercial Service Agreement shall be determined in the 
     year of its execution, renewal or extension and shall be fixed for the 
     duration of the term of the  Commercial Service Agreement notwithstanding
     the increase of the rate of the service fee payable by DMX CANADA to DMX 
     US on an annual basis as set out hereunder. If the Commercial Service 
     Agreement is subsequently renewed or extended, then the service fee payable
     by DMX CANADA to DMX US with respect to such Commercial Service Agreement
     shall be at the rate determined in the year of renewal or extension and 
     shall be fixed for the balance of the renewal or extension of the term of
     such Commercial Service Agreement.
     
e)   Best Rate: DMX US agrees that if at any time during the Term it enters into
     an agreement with another party ("Third Party Distributor") which has the
     same number or a lesser number of Commercial Establishments in its
     distribution territory than are in the



***  Confidential portions omitted and filed separately with the Securities and
     Exchange Commission pursuant to a request for confidential treatment.
<PAGE>   35

                                       32

       Territory and for which DMX US grants a license to distribute the Service
       for a service fee that is less than that payable by DMX CANADA hereunder,
       whether by rebate, lower base service fee or any other means, (the "Lower
       Service Fee") regardless of where the Third Party Distributor's territory
       or geographic area of distribution may be located, DMX US shall 
       immediately notify DMX CANADA in writing of the Lower Service Fee. 
       Notwithstanding any other provision of this Agreement, the parties hereto
       agree that following the date of such notification until the earlier of
       the expiry of the Term or the date the Lower Service Fee charged to the
       Third Party Distributor is changed, the service fee payable by DMX
       CANADA to DMX US under this Agreement shall be fixed and equal to the
       Lower Service Fee commencing with the payment subsequent to  the date of
       notification.
       
f)     Service fee exemption:  Notwithstanding anything to the contrary 
       contained in this Agreement, DMX CANADA may transmit, distribute,
       retransmit or deliver the Service [***] DMX CANADA shall report on a
       monthly basis to DMX US the names and locations of the Demonstration
       Receivers and Promotional Receivers and the durations for which they 
       were offered. If DMX US is not satisfied, acting reasonably, with the
       numbers of Promotional Receivers and Demonstration Receivers it may
       request that DMX CANADA review its practices relating to the Promotional
       Receivers and Demonstration Receivers and question such terms if they 
       appear to it to be unreasonable.
       
       
       
***    Confidential portions omitted and filed separately with the Securities
       and Exchange Commission pursuant to a request for confidential treatment.
<PAGE>   36
                                       33

11.     REPORTS AND RECORDS

a)      Books, records and audits: DMX CANADA shall keep accurate and complete
        books and records of billings, Service Subscribers, numbers of
        Commercial Establishments, retired accounts, monthly service fee
        charges, interruptions or other failure in the delivery of the Service
        and all other records for each Service Subscriber necessary to
        substantiate the number of Commercial Establishments 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
        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 Canada 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 day
        period, and shall be conducted as to any statement delivered in
        accordance with Section 11(b) below within 3 years from the date of
        such statement.

b)      Monthly accounting statements; DMX CANADA shall, within Forty-five (45)
        days following the calendar month end provide DMX US with a statement
        containing the calculation of the service fees payable by DMX CANADA
        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 Commercial Establishments served by DMX
        CANADA and the service fees payable to DMX US pursuant to Section 10(a).

c)      Dispute: If any Inspection of DMX CANADA's records reveals that DMX
        CANADA has underpaid any monthly service fee or other amount payable
        hereunder, DMX US shall
<PAGE>   37
                                       34

        provide DMX CANADA with written notice thereof setting out in
        reasonable detail an invoice for any balance owing to DMX US and the
        reasons therefor.  DMX CANADA 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 CANADA 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,
        plus all applicable interest.  If DMX CANADA 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 24(1) hereof.  The remedies set forth
        in this paragraph shall be limited to a period of three (3) years from
        the date of such underpayment.

12.     COLLECTIONS

        DMX CANADA shall be responsible for billing and using commercially
reasonable efforts to collect all amounts due from the Service Subscribers.

13.     PAYMENT OF TAXES

        DMX CANADA 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 CANADA's distribution of the Service in the 
Territory.



<PAGE>   38
                                       35

14.     MUSIC PERFORMANCE AND OTHER MUSIC RIGHTS


        DMX CANADA shall be responsible for and shall pay all Canadian Rights
Payment arising out of the delivery and distribution of the Service in the
Territory. 

15.     RESEARCH

a)      Each Party to Provide Information:  DMX US shall provide DMX CANADA 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 CANADA
        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 CANADA.  DMX CANADA 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 CANADA may have with any third party.
        Any and all such information shall be provided by DMX CANADA to DMX US
        upon receipt of a written request therefor, subject to DMX US paying DMX
        CANADA for the costs of reproducing and shipping materials, or any other
        out-of-pocket costs which DMX CANADA 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.
<PAGE>   39
                                       36

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 CANADA
        with written notice Two (2) weeks in advance, setting out the nature and
        scope of each such project and DMX CANADA 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 CANADA 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 CANADA or any of the Agents
        or Affiliates in connection with such research as confidential and the
        sole and exclusive property of DMX CANADA and shall use such information
        solely for the purpose of conducting such marketing research.  DMX US
        shall provide DMX CANADA with the results of such research immediately
        upon the completion thereof.
   
16.     PROPRIETARY MARKS

a)      Rights in Proprietary Marks:  DMX US hereby grants to DMX CANADA the
        exclusive royalty-free license (and right to sublicense in accordance 
        with the terms of this Agreement) to use and display in connection with 
        and only in connection with, DMX CANADA's 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 16 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
        
<PAGE>   40
                                       37

     DMX CANADA, its Agents or Affiliates excepting only to a third party who
     may distribute an Adjunct Service pursuant to Section 7 hereof, and then
     only if: i) such Proprietary Mark is used strictly in connection with the
     Adjunct Service and not the Service; and ii) the Proprietary Marks used to
     identify the Adjunct Service are separately identifiable from the
     Proprietary Marks used to identify the Service. DMX US further grants to
     DMX CANADA the exclusive right to use, solely in accordance with the terms
     hereof, the "DMX" mark as part of DMX CANADA's tradename, or corporate name
     in connection with, and only in connection with, DMX CANADA's offering of
     the Services and any Adjunct Services offered according to the terms of
     this Agreement. DMX CANADA 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 CANADA shall
     enure to the benefit of and be on behalf of DMX US with the exception of
     the rights and benefits to which DMX CANADA is entitled pursuant to this 
     Agreement. DMX CANADA agrees further that nothing in this Agreement shall
     give DMX CANADA any right, title or interest in the Proprietary Marks other
     than in accordance with this Agreement and DMX CANADA 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 CANADA 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 CANADA and DMX US.

c)   Quality Standards and Samples: DMX Canada 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 goodwill
     associated with such Proprietary Marks in the United States and in the
     Territory. DMX CANADA agrees to review a copy of the
<PAGE>   41
                                       38

        policies and procedures manual established by DMX US with respect to the
        use of the Proprietary Marks and it shall report to DMX US within a
        reasonable time regarding exceptions by it in its use of the Proprietary
        Marks arising by virtue of Canadian customs, usage and law.

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 or display of the Proprietary Marks by the
        Agents or Affiliates.

e)      Form of Use:

        i)     DMX CANADA, its Agents and Affiliates shall use the Proprietary
               Marks only in the form and manner and with appropriate legends as
               prescribed herein or additionally from time to time by DMX US and
               not to use any other trademark, trade name, logo type, insignia,
               copyright, design, service mark or tradename in combination with
               any Proprietary Mark without prior written approval of DMX US.
               Notwithstanding the foregoing, DMX CANADA, its Agents and 
               Affiliates may use the Proprietary Marks in association with 
               their own positioning statements, tradenames, 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 the Territory.
               
        ii)    DMX CANADA, its Agents and 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      
<PAGE>   42
                                       39


                authority to take any action which would affect the ownership
                of any Proprietary Mark.

        iii)    DMX CANADA, its Agents and Affiliates shall at no time use or
                authorize the use of any trademark, tradename or other 
                designation identical to or reasonably similar to any of the
                Proprietary Marks.        

        iv)     DMX CANADA, its Agents and 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 CANADA becomes aware of any
        unauthorized use of any of the 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.

17.     MARKETING AND PROMOTION

        DMX CANADA shall use its best reasonable efforts to market and promote
the Service and if applicable, the Adjunct Services, to Commercial
Establishments within the Territory, including, without limitation, retaining
direct and indirect sales agents in keeping with the size of and concentration
of the population of the Territory at all times during the Term, as determined
by DMX CANADA, acting reasonably, and it 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.
Each party 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

        
<PAGE>   43
                                       40

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 
Service.

18.     TERMINATION, OBLIGATIONS UPON TERMINATION OR EXPIRATION
        -------------------------------------------------------

a)      Right to Terminate:  If either DMX US or DMX CANADA commits a
        substantial breach of any covenant or condition contained herein
        (substantial being understood to include but not limited to all matters
        related to payments, minimum obligations and covenants, inability of DMX
        US to transmit the Service for any reason whatsoever, time and
        warranties) on its part to be performed, and such breach shall not be
        remedied within Thirty (30) 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, subject to: (i) the rights of the parties hereto set out
        in Section 8 of this Agreement; (ii) DMX CANADA shall have a period of
        Six (6) months after the effective date of termination as set out in
        such notice to report the terms and conditions of any recent Commercial
        Service Agreements executed by a Service Subscriber and to distribute 
        the Service thereto pursuant to Section 2(b); and (iii) the provisions
        contained in Section 2 hereof related to the continuation of the Service
        following termination.

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 CANADA shall, subject only to the provisions of
        Section 2 hereof:  (i) permanently cease using the Proprietary Marks as
        defined in Section 16; (ii) permanently cease using any trademark,
        tradename, 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)


<PAGE>   44
                                       41

        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
        tradename which may include the Proprietary Marks or any component
        thereof; and (vii) cease using any tradename 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 CANADA
        hereunder, except any rights surviving termination pursuant to Section
        2 hereof, shall immediately terminate and revert to DMX US, and DMX
        CANADA shall undertake such further action as required to effect such
        revision.

19.     WARRANTIES AND INDEMNITIES

a)      DMX US's Warranties:  DMX US represents and warrants to DMX CANADA
        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 CANADA, 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


<PAGE>   45
                                     42


rules and regulations to which it is subject; (vii) neither the Service, any
program related thereto, or any component thereof is subject to, or the subject
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 Service 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 Service by DMX US, to the Territory, nor any
other rights or materials provided by DMX US to DMX CANADA hereunder, shall
violate any third party rights, including, without limitation, any
confidentiality, intellectual property, copyright, trademark, tradename,
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 CANADA 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 Service, the
Proprietary Marks, the Adjunct Services, if applicable, or any other rights or
privileges granted herein; (xi) the transmission of the Service is, and shall
be during the Term, fully compatible and functional with the reception and
decoding equipment or technology provided to DMX CANADA 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 manufacturers 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





<PAGE>   46
                                       43


        representations and warranties shall survive the expiration or earlier
        termination of this Agreement.

b)      DMX CANADA's Warranties: DMX CANADA represents and warrants to DMX US
        effective as of the date of this Agreement and throughout the Term as
        follows:  (i) DMX CANADA is a partnership formed under the laws of the
        Province of Alberta; (ii) DMX CANADA 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 CANADA 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 CANADA, shall promptly
        obtain any and all consents necessary to permit DMX CANADA, operating
        as DMX CANADA to fully, promptly and completely perform hereunder);
        (iv) the partners executing this Agreement on behalf of DMX CANADA has
        the authority to do so; (v) DMX CANADA is in material compliance with
        all laws to which it is subject; (vi) the obligations created by this
        Agreement, insofar as they purport to be binding on DMX CANADA,
        constitute valid and binding obligations of DMX CANADA enforceable
        against it in accordance with their terms.  The foregoing
        representations and warranties shall survive the expiration or earlier
        termination of this Agreement.

c)      DMX CANADA's Indemnification:  DMX CANADA shall indemnify and forever
        hold harmless DMX US, DMX US's affiliates, subsidiaries, successors
        and assigns and their respective officers, directors, employees and
        agents (the "DMX US Parties") from any and all liabilities, losses,
        damages, claims, actions, suits, costs, expenses and disbursements
        including reasonable legal fees and expenses on a solicitor and his
        client basis of whatsoever kind and nature which shall result from:
        (i) the incorrectness of any representation or breach of any warranty
        of DMX CANADA contained in this Agreement; (ii) the breach by DMX
        CANADA of any of its covenants or agreement


<PAGE>   47
                                       44

        contained in this Agreement; and (iii) the distribution, promotion or
        marketing of the Service by DMX CANADA, pursuant to (and as permitted 
        by) this Agreement. 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 CANADA, Shaw, its affiliates, as that term is defined in 
        the Companies Act, British Columbia, the Agents and the Affiliates and
        all of their respective successors, assigns, officers, directors, 
        employees and agents (collectively, the "DMX Canada Parties") from any
        and all liabilities, losses, damages, claims, actions, suits, costs, 
        expenses and disbursements including reasonable legal fees and 
        expenses on a solicitor and his client basis of whatsoever kind and 
        nature which arise in connection with or result from: (i) the   
        incorrectness of any representation or breach of any warranty of DMX US
        contained in this Agreement; (ii) the breach by DMX US of any 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 Service
        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 CANADA 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
        Service 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 CANADA to 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.
<PAGE>   48
                                       45

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 and 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.

20.     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
the 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 labour required to fulfil such
obligation or by reason of any statute, law or regulation of, or inability to
obtain any permission from, any governmental authority having lawful
jurisdiction including, without limitation, any order,



<PAGE>   49
                                       46

decision, or declaration by the Government of Canada or its agencies 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
circumstances 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.

21.     NOTICES
        -------

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

DMX CANADA
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
<PAGE>   50
                                       47


If to DMX US:

DMX Inc.
11400 W. Olympic Boulevard, Suite 1100
Los Angeles, California
90064-1S07
Attention: President

With a courtesy copy to:

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 in 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 there is or occurs a labour 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.


22.     CONFIDENTIALITY
        ---------------

        Without the prior consent of the other party, neither DMX US nor DMX
CANADA shall disclose to any third party (other than the Agents and Affiliates,
as the case may be, 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
  
<PAGE>   51
                                       48

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 Agents,
Affiliates and DMX US's agents and affiliates) or any other term, provision or
covenant hereof 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.

23.     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 affiliate of
either party hereto as the term "affiliate" is defined in the Companies Act,
British Columbia.  DMX US acknowledges and agrees that any sale by DMX CANADA
to a third person
<PAGE>   52
                                       49

        pursuant to section 2(c) hereof shall not constitute an assignment for
        the purposes of this section 23(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 at law or in equity or otherwise provided in this
        Agreement.

24.     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
        Commercial Establishments.  DMX US acknowledges that DMX CANADA retains
        the right to distribute the Service to Private Residences in the
        Territory in accordance with the 1992 Agreement, and any successor
        thereof and DMX US shall not distribute the Service to Private
        Residences in the Territory until such time as DMX CANADA's rights have
        expired under the 1992 Agreement or any successor thereof.  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
        CANADA 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.

<PAGE>   53
                                       50



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

c)       No Agency: Neither DMX CANADA 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 or DMX
         US's delivery of the Service to DMX CANADA 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 CANADA breaches the non-competition
         provisions of Section 4(b) hereof, or if DMX CANADA breaches Section
         16 hereof, then DMX CANADA 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 CANADA shall be entitled to seek injunctive relief in
         connection with such breach, and if DMX US breaches the provisions of
         Sections 4, 6, 7, 16, and 17 hereof, then DMX US agrees that DMX
         CANADA 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 CANADA 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.
<PAGE>   54
                                       51


g)       Severability: the invalidity under applicable law of any provision 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 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 CANADA 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:
<PAGE>   55
                                       52

(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 fees and expenses of the
        third arbitrator shall be paid in equal proportion by DMX US and DMX
        CANADA.

(iv)    Save as otherwise expressly provided, the provisions of the Commercial
        Arbitration Act of British Columbia shall apply provided that when 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. 
<PAGE>   56
                                       53

        (vi)    Notwithstanding any dispute or difference or arbitration
                proceeding 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

                                         THE DMX CANADA PARTNERSHIP
                                                
                                         BY ITS PARTNER, SHAW CABLESYSTEMS LTD.

                                         Per: /s/ HEATHER SHAW 
                                             ----------------------------------
                                         Title: Vice President, Televisual

                                         Per: /s/ MICHAEL OSTOPOWICH
                                             ----------------------------------
                                         Title: Senior V.P., Finance

                                         BY ITS PARTNER, 450714 B.C.LTD.

                                         Per: /s/ BRIAN IRWIN
                                             ----------------------------------
                                         Title: President/Secretary

                                         Per:
                                             ----------------------------------
                                         Title: