<PAGE>
                                                                    Exhibit 4.59
February 3, 2003

                                                               WITHOUT PREJUDICE
                                                               -----------------
PRIVATE & CONFIDENTIAL
----------------------

Mr. Gerry Noble
54 Forest Heights Boulevard
Toronto, Ontario
M2L 2K6

Dear Gerry:

Further to our conversation of January 13, 2003, this letter confirms that, in
accordance with paragraph 5 of your employment agreement dated April 18, 2000
(the "Contract"), CanWest Global Communications Corp. ("CanWest") on behalf of
Global Television Network Inc. (the "Company"), does not wish to renew your
employment arrangements after the current term of your engagement ends, being
August 31, 2003 and, hence, the Contract will not be renewed upon its expiry.

With respect to the expiry of the Contract on August 31, 2003, and the
associated arrangements for the transition of your responsibilities and
severance, we confirm and propose the following:

1.       During the week of January 27, 2003 (or at such later time as
         determined by CanWest), as part of a larger announcement (the
         "Announcement") in respect of the restructuring of the management of
         CanWest's Canadian Media operations, we will jointly announce our
         mutual intention to not renew your Contract as President and Chief
         Executive Officer of the Company when it expires on August 31, 2003.

2.       As of the date of the Announcement, you will relinquish your position
         as President & CEO of the Company and be appointed as Special Advisor
         to the Chief Operating Officer ("COO") of CanWest. Notwithstanding the
         relinquishment of such position, you will make yourself available to
         provide assistance, advice and consultation to the COO and other
         CanWest executives in connection with transitioning your position.

3.       Following the Announcement, the Company will make available to you an
         office at one of its business premises in Toronto (or Don Mills),
         together with access to secretarial assistance, in order to permit you
         to use same for seeking new employment following the expiry of the
         Contract. The Company confirms your advice to it that you will prefer
         to relocate to these alternate premises, though you will be available
         to assist the COO in transitioning your position to him or his
         designatee. Between now and August 31, 2003, you will be entitled to
         accept employment with a new employer; provided that you make it a
         condition of such new employment, and your new employer accepts such
         condition, that prior to August 31, 2003, you will be available, both
         during normal and outside
<PAGE>

         normal business hours, to provide assistance, advice and consultation
         to the COO, as may be reasonably requested from time to time by the
         COO.

4.       Notice of the Company's intention not to renew the Contract will be
         deemed to be given on January 14, 2004, for the purpose of paragraph 5
         of the Contract.

5.       Your compensation (including "Base Salary", "Salary Bonus" and
         "Incentive", all as defined in accordance with the Contract), benefits,
         vacation entitlement and perquisites to August 31, 2003 will continue
         to be determined and paid to August 31, 2003 in accordance with the
         Contract; further, however, the Company agrees that:

         (a)  in no event shall the Salary Bonus amount be less than $685,000;

         (b)  commencing February 1, 2003, your monthly draw against the Salary
              Bonus shall be $54,230 (95% x $685,000 /12); and

         (c)  the aggregate amount of your Base Salary, Salary Bonus and
              Incentive for the August 31, 2003 fiscal year shall not be less
              than $1,275,000.

         Accordingly, the minimum sum of $687,500 ($1,275,000 - ($500,000 x
         5/12) - ($650,000 x 7/12), being $1,275,000 - $208,333 - $379,166) in
         respect of the Incentive component of your compensation for the period
         ending August 31, 2003 shall be paid to you on or before December 31,
         2003, and any additional amounts payable to you shall be paid as soon
         as determined in accordance with the Contract. Your Salary Bonus and
         Incentive shall be determined in a manner consistent with Rick
         Camilleri's e-mail of December 17, 2002 regarding shared services
         charge backs, the determination thereof for the August 31, 2002 fiscal
         year and the Company's past practices.

6.       On August 31, 2003, you will return to the Company, all Company-owned
         property in your possession; provided however, that should you elect
         prior to August 31, 2003, the Company shall sell to you on a "where is,
         as is" basis, the following equipment at the noted prices (plus
         applicable taxes):

                    HDTV located at your residence       $3,000
                    IBM laptop computer                  to be determined
                    Home computer                        to be determined

         The purchase price of any such property purchased by you shall be
         deducted from the minimum payment of $687,500 due to you on or before
         December 31, 2003 referred to in paragraph 5 above. In the case of the
         purchase price noted "to be determined", the Company will determine the
         purchase price after consultation with you.

7.       The Company will continue to pay for the leasing and insuring of the
         two (2) vehicles currently being leased for your and your family's use,
         until the earlier of the expiry of the said leases and August 31, 2004
         (the lease costs to continue being treated as taxable benefits to you
         for tax purposes, as is currently the case); at which time, the
         vehicles shall be returned to the Company. Commencing September 1,
         2003, you will be responsible for the cost of operating and maintaining
         (including fuel) the vehicles.

                                       2
<PAGE>

8.       In addition, notwithstanding the expiry of the Contract and without
         acknowledging any liability for same, and subject to your complying
         with the provisions of this letter and the Contract, including
         paragraph 12 of the latter (Non-competition), the Company will:

         (a)  continue to pay monthly your Base Salary of $41,666.66 per month
              for the period from September 1, 2003 to August 31, 2004; and

         (b)  pay to you a fixed amount equal to the Salary Bonus, if any,
              payable for the fiscal year ending August 31, 2003, which the
              Company agrees shall not be less than an additional $185,000
              ($685,000 - $500,000, based on the Company's agreement that the
              Salary Bonus in respect of August 31, 2003 shall not be less than
              $685,000); provided however, that in no event shall the payments
              to you under subparagraph 8(a) and this subparagraph 8(b) exceed,
              in the aggregate, $1.5 million. This payment will be paid prior to
              December 31, 2004:

9.       The Company shall continue to provide you with group life insurance
         (including in the case of long-term disability coverage, either
         maintaining coverage with the Company's current insurer, or obtaining
         separate coverage for you), extended health care and other employee
         benefits currently received by you, for a period expiring on the
         earlier of August 31, 2004 and the effective date on which any
         subsequent employer of yours may provide you with similar group
         benefits or reimburse you the costs of acquiring such benefits. The
         cost of providing the foregoing benefits shall be allocated between the
         Company and you in accordance with the current arrangements applicable
         thereto. Notwithstanding the generality of the foregoing, for greater
         certainty, for the purposes of determining your entitlement under the
         Company's Pension Plan and Retirement Compensation Arrangement, your
         continuous years of service shall be credited to August 31, 2004, which
         the Company calculated to be 19.333 years as of such date.

10.      All payments made to you, or to your estate or on your behalf, shall be
         subject to the Company's making all income tax remittances and
         applicable deductions at source.

11.      Any of the stock options to acquire 100,000 subordinated voting shares
         of the Company previously granted to you pursuant to your employment
         contract that are unvested as at August 31, 2003 will vest on that
         date, in accordance with paragraph 11 of the Contract. In accordance
         with the terms of the Company's Share Compensation Plan, your right to
         exercise these and other stock options will expire ninety (90) days
         after the expiration of the Contract on August 31, 2003.

12.      For the remaining period of the Contract, and for a period of twelve
         (12) months thereafter, namely, prior to August 31, 2004, you will, in
         accordance with paragraph 12 of the Contract, not engage in the
         competitive activities described in such paragraph, without the prior
         written consent of CanWest.

13.      You will continue to be bound by your covenant of confidentiality with
         the Company, as described in paragraph 13 of the Contract, both during
         the remaining period of your employment and thereafter. As part of your
         continuing fiduciary obligations to the Company, you agree to support
         the Company in its restructuring efforts in respect of its

                                       3
<PAGE>

         Canadian operations, and agree not make any disparaging remarks in
         respect of the Company, its proprietors, directors or management,
         either during the remaining period of the Contract or thereafter.
         The Company will not, either during the period of the Contract or
         thereafter, make any disparaging remarks about you. The Company
         acknowledges, should you be retained in a position such as an
         investment advisor or investment analyst, that you may be required
         to comment on the financial and business performance of the
         Company, which the Company agrees you may do at any time following
         August 31, 2004.

14.      The Company agrees that, notwithstanding the provisions of paragraph 13
         of the Contact, you shall not be prohibited from hiring employees of
         the Company or its affiliates pursuant to:

         (a)  general calls or any public advertisements of employment
              opportunities; or

         (b)  unsolicited applications for employment received by any subsequent
              employer(s) of yours.

15.      The Company agrees that, should you die prior to receiving the payments
         provided for in this letter agreement, all such remaining unpaid
         amounts shall be paid to your estate and all benefits described in
         paragraph 9 above shall be subject to the provisions in such Plan
         applicable to your death.

16.      For greater certainty, a copy of the Contract is attached as Schedule 1
         to this letter agreement.

17.      You will resign as an officer and director of all companies affiliated
         with the Company forthwith, upon being requested to do so by the
         Company.

18.      Notwithstanding your ceasing to be an officer, director or employee of
         the Company, the Company shall continue to indemnify you in accordance
         with the Indemnification Agreement dated January 11, 2001 (copy
         attached as Schedule 2) between yourself and CanWest. You agree that
         you will assist the Company, both prior to and after August 31, 2003,
         in any litigation pertaining to events occurring while you were an
         employee of the Company or any of its affiliates; including as a
         witness on behalf of the Company; provided that in such event, the
         Company shall reimburse you for all legal fees and disbursements
         incurred by you in providing such assistance.

19.      You will continue to abide by all other terms of the Contract. Except
         as noted herein, all of the terms of the Contract shall continue to
         apply to your employment and the applicable termination provisions.

20.      The foregoing shall supersede, and be paid to you in lieu of, all other
         claims and amounts associated with your ceasing to be an employee of
         the Company, save and except those arising pursuant to any pension
         arrangements with the Company or CanWest, including the terms of
         CanWest's Retirement Compensation Agreement.

                                       4
<PAGE>

21.      In accepting this letter, you acknowledge having received independent
         legal advice in respect of the terms and content of this letter.

22.      The Company and its affiliates and subsidiaries hereby release you and
         your successors, assigns and executors from and forever compromise any
         and all claims and demands whatsoever, whether monetary or otherwise,
         including claims for damages and also from all manner of action or
         actions, suit or suits, complaint or complaints, cause or causes of
         action, whether before any judicial or quasi-judicial or administrative
         tribunal or otherwise, which it now has, ever had or can or may have,
         against you in respect of your employment with the Company and any
         predecessor employer for which the Company may be responsible or a
         successor employer, matter or thing arising out of or connected
         therewith, save and except:

         (a)  the terms of this letter; and

         (b)  any fraudulent act committed by you or any criminal act of the
              nature of an indictable offence committed by you while you were an
              employee of the Company or any of its, affiliates.

23.      Subject to the foregoing, upon your acceptance of this letter, you
         hereby release the Company and its affiliates, successors, assigns,
         directors and employees from and forever compromise any and all claims
         and demands whatsoever, whether monetary or otherwise, including claims
         for damages, wages, salary, commissions, bonuses, and other
         remuneration, as well as any benefits or sums due under the Company or
         its affiliates' plans or policies, and also from all manner of action
         or actions, suit or suits, complaint or complaints, cause or causes of
         action, whether before any judicial or quasi-judicial or administrative
         tribunal or otherwise, which you now have, ever had or can or may have,
         against the Company in respect of your employment with the Company and
         any predecessor employer for which the Company may be responsible or a
         successor employer, and separation thereof, or any cause, matter or
         thing arising out of or connected therewith, save and except the terms
         of this letter and any right or entitlement you have under any
         applicable pension or retirement plan.

Yours truly,

CANWEST GLOBAL COMMUNICATIONS CORP.
ON BEHALF OF GLOBAL TELEVISION NETWORK INC.



Per:
       Thomas C. Strike
       Chief Operating Officer, Corporate

Attachments:
Schedule 1 - Contract
Schedule 2 - Indemnification Agreement


The foregoing is accepted and agreed to this __ day of February, 2003.


 /s/ GERRY NOBLE
-----------------
Gerry Noble

                                       5

<PAGE>


                                   SCHEDULE 1





April 18, 2000



Mr. Gerry Noble
CanWest Pacific
  Communications Pty Limited
Suite 2502, 44 Market Street
P.O. Box Q276, QVB Post Office
Sydney, NSW  1230
Australia

Dear Gerry:

Subject: Employment Arrangements

Further to our several discussions, I am setting out below what we agreed would
be the principle terms of your employment arrangement.

1.       Title

         President and Chief Executive Officer, Global Television Network
         Limited (the "Company").

2.       Responsibilities

         Those customarily exercised by a President and Chief Executive Officer,
         which principally are to increase the Company's revenues and earnings,
         and specifically:

         o    Corporate development of the Canadian assets and operations of
              CanWest Global Communications Corp. ("CG"), which fall under the
              Company's purview and responsibility, excluding CanWest
              Entertainment and its subsidiaries. For clarification, assets
              under the purview of the Company will include those assets and
              operations acquired by the Company in New Media opportunities and
              in respect of which your incentive bonus will be determined.

         o    Manage the relationship that the Company has with government,
              regulators, the media and the communities in which it carries on
              business. To a lesser extent, you will be involved in maintaining
              and promoting investor relations.

         o    Day-to-day operational matters. Your duties should focus primarily
              on programming and sales. You should spend no more than 50% of
              your time on operational matters,
<PAGE>

              with the balance of your time being spent on items contained in
              the two preceding sub-paragraphs.

         You will have such other duties which may be delegated to you by the
         Board of Directors of the Company or CG, and will be expected to devote
         your entire business time, attention and skill exclusively to the
         Company's business. However, nothing will prevent you from engaging in
         additional activities in connection with personal investments and
         community affairs that are not inconsistent with your duties; provided
         that such personal investments shall not exceed more than 1% of any
         class of securities of any enterprise whose shares are listed on any
         national or recognized stock exchange.

         You will report to CG's COO, unless otherwise directed by the CEO.

         If elected as an officer or director of the Company or any of its
         affiliates, you will fulfill such duties as an officer or director
         without additional compensation.

3.       Term

         Commencing May 1, 2000 to August 31, 2003.

4.       Location

         Toronto, Ontario. However, given the national scope of the Company's
         operations, both present and future, you will be expected to travel a
         reasonable amount of time.

5.       Renewal

         The term of your employment will end on August 31, 2003. If either the
         Company or you do not wish to renew the agreement, we will so inform
         the other no later than February 28, 2003. In the event that we both
         wish to renew the term, then we will both use our best efforts to
         initiate renewal discussions by March 1, 2003 and to complete them by
         May 31, 2003.

6.       Base Salary

         $500,000 (Cdn.) per annum throughout the term of the agreement ("Base
         Salary"), subject to the next following paragraphs.

7.       Salary Bonus

         The salary component of your remuneration will be the greater of
         $500,000 per annum and 0.33% of the consolidated earnings of the
         Company's Canadian operations (excluding CanWest Entertainment and its
         subsidiaries) before interest, depreciation and taxes ("EBITDA") for
         each fiscal year, commencing September 1, 2000 (the "Salary Bonus").
         For the purposes of this calculation, EBITDA will include both earnings
         and losses from acquisitions and start-up operations. However, because
         the next year will involve a transition in respect of WIC and its
         assets, for the purposes of determining your Salary Bonus, the earnings
         from the WIC assets will not be included in EBITDA for the

                                       2
<PAGE>

         fiscal year ending August 31, 2001 (but will be included for subsequent
         years). Further, EBITDA will not be reduced by reasons of CG disposing
         of assets (for instance, CKVU-TV) in order to comply with the CRTC's
         decision in respect of CG's pending license application regarding WIC.
         In the case of any such dispositions, the earnings from such disposed
         of business will be annualized if such disposition occurs during the
         fiscal year ending August 31, 2001.

8.       Draw

         You will be entitled to draw monthly, the greater of (a) $41,660, being
         1/12 of the Base Salary; and (b) 95% of the estimated Salary Bonus,
         based upon the approved EBITDA budget for the applicable year. The
         amount of the draw will be reviewed every six months and adjusted to
         reflect any anticipate change in the forecasted EBITDA for the ensuing
         six months, with a final adjustment of your Salary Bonus to be made
         following the completion of the Company's audited financial statements.
         Any over-payment of the Salary Bonus, as confirmed by the Company's
         audited financial statements, will be effected by adjusting the draw
         payable to you for the six months following finalization of the audited
         statement.

9.       Incentive

         In addition to the Base Salary and the Salary Bonus, you will be
         entitled in each year, commencing in respect of the year ending August
         31, 2002, to an incentive payment ("Incentive") equal to 5% of the
         year-over-year annual increase in the Company's consolidated EBITDA.
         The base line for the Incentive payment calculation shall be August 31,
         2001, with the first Incentive payment, if any, being determined for
         the fiscal year ending August 31, 2002. In recognition of the Incentive
         not being available to you until the year ending August 31, 2002, you
         will receive an additional payment on account of your Base Salary of
         $300,000 (the "Special Payment") for the fiscal year ending August 31,
         2001, paid to you by way of 12 equal monthly payments of $8,333.33,
         commencing September 1, 2000, with the balance of the Special Payment
         to be paid within six (6) months following the August 31, 2001
         year-end.

         In calculating the Incentive, we both acknowledge that:

         (a)  increases in EBITDA derived through acquiring a business (a "New
              Business") with earnings should be excluded; but that once
              acquired, the Incentive calculation should apply to any increase
              in earnings of a New Business following its acquisition;

         (b)  increases in EBITDA derived through acquiring a New Business with
              a loss, or a loss pertaining to a start up operation (a
              "Start-up"), reducing earnings in one year and thereby possibly
              "inflating" EBITDA in the next year should be excluded from the
              calculation;

         (c)  decreases in EBITDA derived through acquiring a New Business with
              existing losses, or disposing of a business with earnings, should
              be excluded from the calculation; and

                                       3
<PAGE>

         (d)  WIC Assets will be included in the base year, August 31, 2001.

         (e)  The earnings from dispositions of WIC Assets occurring in the
              August 31, 2001 base year will be deducted on an annualized basis
              from the EBITDA calculation for the August 31, 2001 base year;
              and,

         (f)  An adjustment will be made (by deducting the applicable EBITDA
              earnings, on annualized basis) in respect of a disposition of any
              WIC Asset which, though not completed until subsequent to the
              August 31, 2001, was the subject of a sale agreement entered into
              prior to August 31, 2001.

         Accordingly, to reflect the foregoing principles, in calculating the
         Incentive in respect of any New Business or Start-up, a separate
         calculation and account will be established for each New Business and
         Start-up. The Incentive will be calculated, without duplication, on the
         basis of 5% of the year-over-year increase in EBlTDA for each
         segregated New Business and Start-up. No fee will be payable in respect
         of any segregated entity unless it attains positive EBITDA. The
         calculation will be pro rated by annualizing the results of any
         Start-up or New Business which is started or acquired during the fiscal
         year.

         All amounts owing under the Incentive component will be paid following
         completion of each annual audited financial statements and within six
         months of the then completed year end. In the event that there is any
         dispute or difference regarding the calculation of the Incentive, then
         such dispute shall be determined by the Company's auditors, acting as a
         sole arbitrator whose decision shall be final. The detailed wording
         associated with the calculation of the Incentive will be added as an
         appendix to this letter with accompanying examples so there is no
         uncertainty regarding its implementation.

10.      Cap and Minimum

         The total Base Salary and Salary Bonus shall not exceed, for the year
         ending August 31, 2001 - $800,000 (inclusive of the Special Payment);
         the total Base Salary, Salary Bonus and Incentive shall not exceed for
         the year ending August 31, 2001 - $1 million; and for the year ending
         August 31, 2003 - $1.5 million. As well, for the period May 1, 2000 to
         August 31, 2000, you will be entitled to a special one-time payment for
         these 4 months of $8,333.33 per month.

11.      Stock Options

         You will be granted, on May 1, 2000, an option to acquire 100,000
         subordinate voting shares of CG at a price equal to the Toronto Stock
         Exchange ("TSE") closing trading price for such shares on the later of
         May 1, 2000 and the date the granting of such option is approved by the
         CG board. These options will be granted to you pursuant to CG's
         executive stock option plan ("ESOP") and will be subject thereto,
         including the applicable vesting rights described therein, except as
         provided in this paragraph. In the event that the Company is not
         prepared to renew your employment agreement on reasonable terms (but
         for greater certainty "reasonable term" need not be on terms as
         favorable to you as this agreement, provided the Company negotiates any
         terms of renewal with you in good faith) other than for "just cause",
         the, options will be vested at

                                       4
<PAGE>

         the expiration of the term. In the event that this agreement is
         renewed, then the vesting provisions in the ESOP will apply to the
         option granted pursuant to this paragraph. In the event that the
         foregoing vesting provision requires TSE approval, the Company will use
         it's best efforts to obtain such approval. In the event that
         notwithstanding the Company has offered you reasonable terms of
         renewal, you choose not to renew the term of this agreement, then any
         options which are not vested on August 31, 2003 will lapse.

12.      Non-competition

         In the event that you resign, or your agreement is not renewed, or is
         terminated by the Company, you will not, for a period of 12 months
         thereafter, engage in, consult to, give advice to, or be employed by an
         entity or business engaged in television broadcasting (including
         specialty cable operations, satellite or other means of television
         broadcasting) in any market where CG or its affiliates then, in respect
         of a television broadcasting business or undertaking, (a) has a
         material interest (being an interest in excess of a 10% economic
         interest), and (b) operates or has an influence over (including board
         representation). For certainty, the non-competition covenant will not
         apply in respect of a market where CG may own a material interest in a
         television undertaking, but is not engaged in its operation or does not
         have an influence over or have representation on such entity's Board.

13.      Confidentiality and Non-solicitation

         You will not divulge, either during the term of your employment or
         thereafter, any confidential information regarding CG or its
         affiliates, and will not seek to employ or assist any entity in seeking
         to employ any person who is an employee of CG or any of its affiliates
         at the time your employment ceases.

14.      Vehicles

         The Company shall either reimburse you the cost of leasing, or shall
         lease for your use, up to two vehicles, having a combined retail
         purchase price of $80,000.

         The Company shall also, at its cost or by way of reimbursement, pay for
         all amounts necessary to operate, maintain and ensure such vehicles.

15.      Benefits

         You will be entitled to participate in such pension, group life
         insurance, extended health care and other employee benefit plans of CG
         that may be in effect from time to time and available to the Company's
         senior executives. In the event that your employment term is not
         renewed, the Company shall either extend these benefits to you for the
         lesser of one year following such, termination and the effective date
         on which your subsequent employer may provide you with similar group
         benefits, or shall reimburse you the cost of your acquiring equivalent
         coverage through a private insurer for such period.

                                       5
<PAGE>

16.      Termination

         The Company shall be entitled to terminate, your employment in the
         event of:

         (a)  your death,

         (b)  your disability,

         (c)  for just cause, or

         (d)  without cause upon not less than 12 months' notice.

         You will be entitled to terminate this agreement on ,not less than six
         months' notice to the Company. For the purposes of this paragraph,
         "disability" and "cause" shall be defined in accordance with the
         employment agreement between yourself and CanWest Pacific
         Communications PTY Limited, dated April 1, 1998 (the "CPC Agreement").

         In the event of termination by either the Company or you, for any
         reason other than by the Company for cause, you will be entitled to
         receive a pro rated (to the date of termination) Base Salary
         ($500,000), Incentive amount and Salary Bonus for the fiscal year in
         which termination is effective, but not for any subsequent fiscal
         years. In the event that the Company terminates the agreement for
         cause, you will be entitled to your Base Salary ($500,000) prorated to
         the date of termination, but no Salary Bonus or Incentive. In the event
         that you resign, you will be entitled to receive your Base Salary
         ($500,000) pro rated to the date of termination, but no Salary Bonus or
         Incentive for the year in which you resign. In the event that the
         Company terminates the agreement without cause, you will be entitled to
         receive your Base Salary ($500,000) to the end of the term (August 31,
         2003), as well as a pro rated (to the date of termination) Salary Bonus
         and Incentive for the fiscal year during which termination is
         effective, but not for any subsequent fiscal years.

17.      Relocation

         The Company will reimburse you in respect of all moving and related
         costs (supported by proper voucher) pertaining to you and your family
         locating to Canada in an amount not exceeding $50,000 (Cdn.). It will
         also reimburse you for any costs associated with canceling your
         existing residential lease in Sydney. The Company shall also provide to
         you and each member of your immediate family, two round trip economy
         airfares between Sydney and Toronto to be used prior to August 31,
         2000.

18.      Vacations

         You will be entitled to six weeks' paid vacation for each fiscal year,
         provided, however, that no more than three weeks' vacation will be
         taken by you at any one time, without the express prior consent of CG.
         You may only carry unused vacation time forward from year to year with
         the express consent of CG.

                                       6
<PAGE>

19.      Announcement

         The timing of the announcement of this engagement will be mutually
         agreed upon, but both parties agree that they will attempt to make the
         announcement during the week of April 17, 2000. The terms of this
         agreement will be kept confidential by both parties, except where
         disclosure is required by law.

20.      Binding Effect

         On the strength of this letter, and your acceptance of this position,
         we will be giving a public notice of your engagement. Accordingly, upon
         your acceptance of this letter, there will be a binding agreement
         between both parties in accordance with its terms, even though it may
         be ultimately replaced by a formal agreement. In the event that there
         is any dispute or difference regarding the terms of any more formal
         agreement, both parties agree that the CPC Agreement will be applied in
         respect of matters such as non-disclosure by you, obligations on
         termination, and general provisions. In the event of any inconsistency
         between the terms of this letter and the CPC Agreement, the terms of
         this letter shall prevail. In the event that there is any dispute or
         difference regarding the terms of any more formal agreement, then the
         same shall be submitted to a sole arbitrator mutually acceptable to
         both parties; failing which, appointed by the President of the Law
         Society of Manitoba. Upon this agreement becoming effective, the CPC
         Agreement shall be deemed to be at an end, save and except for the
         calculation and payment of any incentive payments payable to you for
         the period prior to the end of the CPC Agreement.

21.      Counterpart

         This agreement may be signed in counterpart by the parties.

Gerry, I believe that this letter contains all of the substantive points that we
discussed. If so, please sign a copy so we can move forward with the exciting
prospect of your coming back to Canada for many productive and enjoyable years
together.

Yours very truly,



Leonard Asper
President & Chief Executive Officer


Agreed to and accepted this __ day of April, 2000.

 /s/GERRY NOBLE
________________
Gerry Noble

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                                   SCHEDULE 2

                            INDEMNIFICATION AGREEMENT

                  THIS AGREEMENT is made as of this        day of January, 2001,

B E T W E E N:

                                    CANWEST GLOBAL COMMUNICATIONS CORP., a
                                    corporation incorporated under the Canada
                                    Business Corporations Act

                                    (the "Corporation")

                                    - and -

                                    GERALD NOBLE

                                    (the "Indemnified Party")

RECITALS:

A.       The Canada Business Corporations Act (the "CBCA") permits, and in some
         cases requires, the Corporation to indemnify individuals who are or
         were directors and officers of the Corporation, or who act or acted at
         the Corporation's request as directors or officers of other
         corporations of which the Corporation is or was a shareholder or a
         creditor (a "Body Corporate", a term which, for the purposes of this
         indemnification agreement (the "Agreement") shall include a corporation
         that becomes a Body corporate in the future). In this Agreement:

         (i)    all such individuals are referred to as "Directors" and
                "Officers", respectively, and the phrase "Director and Officer"
                means an individual who is or was a Director and not an Officer,
                an individual who is or was an Officer and not a Director, or an
                individual who is both a Director and an Officer;

         (ii)   unless the context otherwise requires, words importing the
                singular include the plural and vice versa and words importing
                gender include all genders; and

         (iii)  unless otherwise indicated, references to sections are to
                sections in this Agreement.

B.       The Corporation's By-laws require the Corporation to indemnify
         Directors and Officers;

C.       It is generally agreed that, because of the ambiguities and
         uncertainties of the indemnification provisions of the CBCA and the
         uncertainties in relying upon an indemnity in a corporation's by-laws,
         it is desirable for Directors and Officers to obtain a contractual
         indemnity from the corporations they serve;
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D.       It is in the best interest of the Corporation to attract and retain
         responsible and capable Directors and Officers, and the entering into
         of an agreement containing broad indemnification provisions of the kind
         contained in this Agreement is of vital importance to achieving these
         goals. Accordingly, the Corporation and Indemnified Party wish to enter
         into this Agreement, and in so doing affirm that they intend that all
         the provisions of this Agreement be given legal effect to the full
         extent permitted by applicable law.

                   NOW THEREFORE in consideration of the sum of $1.00 now given
by the Indemnified Party to the Corporation, and of the mutual covenants and
agreements contained in this Agreement and other good and valuable consideration
(the receipt and sufficiency of which are hereby acknowledged), the parties
agree as follows:

1.       Subject to section 2, the Corporation agrees to indemnify and save
         harmless the Indemnified Party:

         1.1. from and against all costs, charges and, expenses reasonably
         incurred by the Indemnified Party in respect of any civil, criminal or
         administrative action or proceeding to which the Indemnified Party is
         made a party by reason of being or having been a Director and Officer;
         and

         1.2. from and against all liabilities, damages, costs, charges and
         expenses whatsoever that the Indemnified Party may sustain or incur as
         a result of serving as a Director and Officer in respect of any act,
         matter, deed or thing whatsoever made, done, committed, permitted or
         acquiesced in by the Indemnified Party as a Director and Officer,
         whether before or after the effective date of this Agreement.

2.       Indemnification under section 1 shall be made only if the Indemnified
         Party:

         2.1. acted honestly and in good faith with a view to the best interests
         of the Corporation; and

         2.2. in the case of a criminal or administrative action or proceeding
         that is enforced by a monetary penalty, the Indemnified Party had
         reasonable grounds for believing that the Indemnified Party's conduct
         was lawful.

         Sections  2.1  and  2.2  are  referred  to in  this  Agreement  as  the
"Standards of Conduct".

3.       For the purposes of this Agreement:

         3.1. "action or proceeding" shall include a claim, demand, suit,
         proceeding or investigation, whether anticipated, threatened, pending,
         commenced, continuing or completed, and any appeal or appeals
         therefrom;

         3.2. "costs, charges and expenses" shall include:

              3.2.1. an amount paid to settle au action or satisfy a judgment;

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              3.2.2. a fine, penalty, levy or charge paid to any domestic or
              foreign government (federal, provincial, municipal or otherwise)
              or to any regulatory authority, agency, commission or board of any
              domestic or foreign government, or imposed by any court or any
              other law, regulation or rule-making entity having jurisdiction in
              the relevant circumstances (collectively, a "Governmental
              Authority"), including as a result of a breach or alleged breach
              of any statutory or common law duty imposed on directors or
              officers or of any law, statute, rule or regulation or of any
              provision of the articles, by-laws or any resolution of the
              Corporation or a Body Corporate;

              3.2.3. an amount paid to satisfy a liability arising as a result
              of the failure of the Corporation or a Body Corporate to pay
              wages, vacation pay and any other amounts that may be owing to
              employees or to make contributions that may be required to be made
              to any pension plan, retirement income plan or other benefit plan
              for employees or to remit to any Governmental Authority payroll
              deductions, income taxes or other taxes, or any other amounts
              payable by the Corporation or a Body Corporate;

              3.2.4. legal costs on a solicitor and his own client basis,
              including those incurred in enforcing the Indemnified Party's
              rights under this Agreement;

         3.3. the Indemnified Party shall be considered to have been made a
         "party" to any action or proceeding if the Indemnified Party has any
         participation whatsoever in such action or proceeding, including merely
         as a witness.

4.       The indemnities in section 1 shall also apply in respect of offices
         held or functions performed by the Indemnified Party, at the
         Corporation's request, similar to those held or performed by a Director
         and Officer, for a partnership, trust, joint venture or other
         unincorporated entity of which the Corporation is or was a creditor or
         in which the Corporation has or had an interest (an "Unincorporated
         Entity"). For this purpose, in this Agreement:

         4.1. "Body Corporate" shall include an Unincorporated Entity; and

         4.2. "Director and Officer" shall include an individual who holds an
         office or performs a function for an Unincorporated Entity that is
         similar to an office held or function performed by a director or
         officer of a corporation.

5.       The parties wish to facilitate the payment by the Indemnified Party of
         ongoing costs in connection with matters for which indemnification
         under this Agreement is provided. Accordingly, the parties agree as
         follows:

         5.1. Subject to section 5.2 below, the Corporation shall, upon demand,
         make advances ("Expense Advances") to the Indemnified Party of all
         reasonable legal fees and disbursements and all other out-of-pocket
         costs, charges and expenses for which the Indemnified Party seeks
         indemnification under this Agreement before the final disposition of
         the relevant action or proceeding. In connection with such demand, the
         Indemnified Party shall provide the Corporation with a written
         affirmation of the

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<PAGE>

         Indemnified Party's good faith belief that the Indemnified Party has
         met the Standards of Conduct, along with sufficient particulars of the
         costs, charges and expenses to be covered by the proposed Expense
         Advance to enable the Corporation to make an assessment of its
         reasonableness.

         5.2. The Corporation shall make Expense Advances to the Indemnified
         Party unless a resolution is passed by the affirmative vote of a
         majority of those members of the Corporation's board of directors who
         have no interest in the relevant action or proceeding, determining that
         the Indemnified Party did not comply with the Standards of Conduct or
         is otherwise not entitled to indemnification. The board of directors
         shall make any determination under this section acting reasonably, in
         light of all relevant circumstances, and in good faith. In particular,
         the board of directors shall retain independent counsel and make
         reasonable inquiries before making such a determination.

         5.3. The Indemnified Party shall repay to the corporation, upon demand,
         all Expense Advances if and to the extent that it is determined, either
         by the Corporation's board of directors or by a court of competent
         jurisdiction, that the Indemnified Party had not met the Standards of
         Conduct or is otherwise not entitled to indemnification.

6.       The indemnities in section 1 shall not apply in respect of any action
         or proceeding initiated by the Indemnified Party:

         6.1. against the Corporation or a Body Corporate, unless it is brought
         to establish or enforce any right under this Agreement;

         6.2. against any Director or Officer unless the Corporation or the Body
         Corporate, as the case may be, has joined in or consented to the
         initiation of such action or proceeding; or

         6.3. against any other corporation, partnership, trust, joint venture,
         unincorporated entity or person, unless it is a counterclaim.

7.       The settlement of any action or proceeding shall not create a
         presumption that the Indemnified Party did not meet or would not have
         met the Standards of Conduct.

8.       The Corporation shall ensure that all liabilities of the Corporation
         under this Agreement are at all times covered by directors' and
         officers' liability insurance with a responsible insurer. In this
         regard, the parties agree that:

         8.1. the responsibility for obtaining and maintaining directors' and
         officers' liability insurance shall rest with a senior manager of the
         Corporation, who shall retain an insurance broker or other person
         having expertise and experience in directors' and officers' liability
         insurance;

         8.2. the Corporation shall provide to the Indemnified Party a copy of
         each policy of insurance providing the coverages contemplated by this
         section 8 promptly after such coverage is obtained, and shall promptly
         notify the Indemnified Party if the insurer cancels or refuses to renew
         such coverage (or any part of such coverage);

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<PAGE>

         8.3. coverage need not be obtained for any liabilities of the
         Corporation under this Agreement if the coverage is not generally
         available from responsible insurers, or is available from one or more
         responsible insurers but at a cost which, in the opinion of the
         Corporation, acting reasonably and taking into account the financial
         condition and size of the Corporation and the nature of its business,
         is excessive and

         8.4. the Corporation shall not do any act or thing (including changing
         insurers) or fail to do any act or thing that could cause or result in
         a denial of insurance coverage or of any claim under such coverage;
         without limiting the generality of the foregoing, the Corporation shall
         give prompt and proper notice to the insurer of any claim against the
         Indemnified Party.

9.       Should any payment made pursuant to this Agreement, including the
         payment of insurance premiums or any payment made by an insurer under
         an insurance policy, be deemed to constitute a taxable benefit or
         otherwise be or become subject to any tax or levy, then the Corporation
         shall pay any amount as may be necessary to ensure that the amount
         received by or on behalf of the Indemnified Party, after the payment of
         or withholding for such tax, fully reimburses the Indemnified Party for
         the actual cost, expense or liability incurred by or on behalf of the
         Indemnified Party.

10.      Each of the provisions contained in this Agreement is distinct and
         severable and a declaration of invalidity or unenforceability of any
         such provision or part thereof by a court of competent jurisdiction
         shall not affect the validity or enforceability of any other provision
         hereof. To the extent permitted by applicable law, the parties waive
         any provision of law which renders any provision of this Agreement
         invalid or unenforceable in any respect. The parties shall engage in
         good faith negotiations to replace any provision which is declared
         invalid or unenforceable with a valid and enforceable provision, the
         economic effect of which comes as close as possible to that of the
         invalid or unenforceable provision which it replaces.

11.      This Agreement shall be governed by and construed in accordance with
         the laws of the Province of Manitoba and the laws of Canada applicable
         therein.

12.      The obligations of the Corporation under this Agreement shall continue
         after the Indemnified Party ceases to be a Director or Officer and
         shall survive indefinitely.

13.      Except as expressly provided in this Agreement, no amendment or waiver
         of this Agreement shall be binding unless executed in writing by the
         party to be bound thereby. No waiver of any provision of this Agreement
         shall constitute a waiver of any other provision nor shall any waiver
         of any provision of this Agreement constitute a continuing waiver
         unless otherwise expressly provided.

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14.      This Agreement shall ensure to the benefit of the Indemnified Party and
         the Indemnified Party's heirs, administrators, executors and personal
         representatives and shall be binding upon the Corporation and its
         successors.

         IN WITNESS WHEREOF, the parties hereto have executed this Agreement.


                                       CANWEST GLOBAL COMMUNICATIONS CORP.



                                       by: /s/ LEONARD J. ASPER
                                           -------------------------------------
                                           LEONARD J. ASPER
                                           President & Chief Executive Officer


                                           /s/ GERALD NOBLE
                                           -------------------------------------
                                           GERALD NOBLE


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