Exhibit 4.2

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DATED        25
June 2008







BRITISH SKY BROADCASTING GROUP PLC



and



D. J. DARROCH





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SERVICE AGREEMENT

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TABLE OF CONTENTS

|Clause | Headings                                             | Page
|------ | ---------------------------------------------------- | ----
|       |                                                      |     
|1.     | INTERPRETATION                                       | 1   
|       |                                                      |     
|2.     | APPOINTMENT AND TERM                                 | 2   
|       |                                                      |     
|3.     | DUTIES                                               | 2   
|       |                                                      |     
|4.     | SALARY AND BONUS                                     | 3   
|       |                                                      |     
|5.     | PENSION SCHEME                                       | 4   
|       |                                                      |     
|6.     | LIFE ASSURANCE AND HEALTH
    INSURANCE              | 4   
|       |                                                      |     
|7.     | CAR                                                  | 4   
|       |                                                      |     
|8.     | ADDITIONAL BENEFITS                                  | 5   
|       |                                                      |     
|9.     | OTHER EXPENSES                                       | 5   
|       |                                                      |     
|10.    | HOLIDAYS                                             | 5   
|       |                                                      |     
|11.    | SICKNESS AND INJURY                                  | 5   
|       |                                                      |     
|12.    | OTHER ACTIVITIES AND INTERESTS
    IN OTHER BUSINESS | 6   
|       |                                                      |     
|13.    | SHARE DEALINGS                                       | 6   
|       |                                                      |     
|14.    | CONFIDENTIALITY                                      | 7   
|       |                                                      |     
|15.    | PROTECTION OF INTERESTS OF
    COMPANY, ETC          | 8   
|       |                                                      |     
|16.    | GARDEN LEAVE                                         | 9   
|       |                                                      |     
|17.    | TERMINATION                                          | 10  
|       |                                                      |     
|18.    | INDEMNITY                                            | 12  
|       |                                                      |     
|19.    | DISCIPLINE AND GRIEVANCES                            | 12  
|       |                                                      |     
|20.    | ADDITIONAL PARTICULARS                               | 12  
|       |                                                      |     
|21.    | ENTIRE AGREEMENT                                     | 12  
|       |                                                      |     
|22.    | ASSIGNMENT                                           | 13  
|       |                                                      |     
|23.    | NOTICES                                              | 13  
|       |                                                      |     
|24.    | GOVERNING LAW                                        | 14  
|       |                                                      |     
|25.    | COUNTERPARTY                                         | 14  
|       |                                                      |     

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|AGREEMENTdated |  | 2008
|-------------- |  | ----
|               |  |     
|BETWEEN:       |  |     

|(1) | BRITISH SKY BROADCASTING GROUP PLC(Company Number 2247735) whose
    registered office is at Grant Way, Isleworth, Middlesex TW7 5QD (the "Company");
    and
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                              
|(2) | D. J. DARROCHof Tangley, West Road, St Georges Hill, Weybridge, Surrey KT13 0LZ (the "Executive").                                                           
|   

|WHEREAS:
|--------
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|(A)     
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|(B)     
|        

|IT IS AGREED as follows:
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|    | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | "Remuneration Committee"means the committee of the Board which is so titled or such other body
      having similar functions as the Board may from time to time designate by
      notice in writing to the Executive;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    | (j)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | a reference to the employment
      of the Executive is to his employment by the Company or, if appropriate,
      any assignee pursuant to clause 22 below under this Agreement;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    | (k)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | unless the context otherwise
      requires, words in the singular include the plural and vice versa, and a
      reference to a person includes a reference to a body corporate and to an
      unincorporated body of persons;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    | (l)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | a reference to a statute
      or statutory provision includes a reference to that statute or provision
      as from time to time modified or re-enacted;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    | (m)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | clause headings are for
      convenience only and have no legal effect.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|2.  | APPOINTMENT
      AND TERM                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|2.1 | The Company agrees
      to employ the Executive and the Executive agrees to provide his services
      as Chief Executive and Managing Director of the Company (and of each member
      of the Group) or in such other capacity as the Executive and the Company
      may from time to time agree. During his employment under this Agreement
      the Executive shall be the most senior person with executive responsibility
      for the Company and each member of the Group.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|2.2 | The employment
      of the Executive on the terms of this Agreement will be deemed to have begun
      on 7 December 2007 and will continue, subject to the terms of this Agreement
      (and in particular clause 17), until determined by either party giving to
      the other at any time not less than 12 months written notice.                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|3.  | DUTIES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   
|    | During the continuance
      of his employment as Chief Executive and Managing Director of the Company,
      the Executive will:                                                                                                                                                                                                                                                                                                                                                     
|   
|    | 3.1.1                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | provide his services to
      and be responsible for the management and operation of the affairs and business
      of the Company and each of the other members of the Group from time to time;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   
|    | 3.1.2                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | be responsible for the
      recruitment, terms of appointment and dismissal of staff in the Group provided
      that the approval of any payments or benefits offered to employees in excess
      of £250,000, which are of an unusual nature and do not form part of
      that employees expected remuneration benefits and the key terms of
      employment (including the remuneration package in all its form), the termination,
      settlement or compromise package of any person who would be a direct report
      of the Executive and the terms of their employment (and any modification
      thereto) shall be upon the recommendation of the Executive and shall be
      subject to approval of the Remuneration Committee;
|   
|    | 3.1.3                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | perform such duties as
      are generally held by and/or delegated to chief executives and/or managing
      directors of UK companies whose shares are publicly listed;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   

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|    | 3.1.4                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | perform such other duties
      as may from time to time be necessary to implement the decisions of the
      Board provided that such duties are consistent with the Executives
      position as the Chief Executive and Managing Director of the Group;                                                         
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|    | 3.1.5                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | in all respects comply
      with the reasonable and lawful directions given by or under the authority
      of the Board which do not otherwise derogate from the terms of this Agreement,
      including complying with the Companys corporate governance policies
      adopted from time to time by the Board;
|   
|    | 3.1.6                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | use his best endeavours
      to promote the interests of the Group;                                                                                                                                                                                                                                                
|   
|    | 3.1.7                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | unless prevented by incapacity
      devote such of his business time and efforts as shall be necessary to perform
      his duties under this Agreement;                                                                                                                                                           
|   
|    | 3.1.8                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | subject to removal as permitted
      under this Agreement or pursuant to the Articles of Association of the Company
      or by law, be entitled to be a director of the Company during the continuance
      of this Agreement; and                                                                               
|   
|    | 3.1.9                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | refer to the Board of the
      Company all matters which require Board approval.                                                                                                                                                                                                                                   
|   
|3.2 | The agreed hours
      of work of the Executive will be such hours as may be required for the proper
      performance of his duties under this Agreement and these may be in excess
      of 48 hours per week on average or over any 17 week period. The Executive
      will perform those duties at such place or places in the United Kingdom
      or elsewhere as the Board may from time to time determine PROVIDED THAThe shall be based at the principal executive offices of the Company
      located in London, England.                                                                                                                                                                                                                                                                                                                                                                                                            
|   
|4.  | SALARY AND
      BONUS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   
|4.1 | During the continuance
      of his employment, the Executive will be entitled to a salary at the rate
      of £750,000 per annum (or such higher rate as may from time to time
      to be agreed between the parties hereto) subject to an annual review in
      July in each year and such further merit reviews as the Board (acting in
      consultation with the Remuneration Committee) may in its sole discretion
      deem appropriate.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   
|4.2 | The Executive's
      salary will accrue from day to day and shall be payable by equal monthly
      instalments in accordance with Company policy in effect from time to time.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   
|4.3 | The Executive
      shall be eligible to be considered for a bonus. Such bonus (if any) is awarded
      at the absolute discretion of the Remuneration Committee. Any such bonus
      would be based on performance criteria adopted by the Remuneration Committee
      for each financial year during which the Executive is employed which may
      include earnings growth, subscriber growth, magnitude of free cash flow
      and such other criteria as agreed with the Executive. For guidance only,
      if the Executive met all performance criteria specified and the discretion
      to award a bonus was exercised, a bonus could be up to 200% of salary. This
      is not a contractual commitment. The Executive will be treated consistently
      as regards the application of the relevant criteria with other senior executives
      of the Company having regard to his own level of responsibility and seniority.
|   
|4.4 | The bonus (if
      any) due to the Executive will be paid after the adoption of the accounts
      for the relevant year. For the avoidance of doubt but subject always to
      the provisions                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
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|    | of clause 17, when the Executives
        employment ends he will receive a bonus, as and when the amount of the
        same is calculated, which is pro rata to his length of service during
        the year in which the Date of Termination
occurs.                                                                                                                                                                                                                                                                                                                                                                           
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|4.5 | The Executive shall be entitled to
        participate in the Companys Long Term Incentive Plan for senior
        executives (the LTIP), in accordance with the rules of the
        LTIP from time to time, the vesting of which shall be subject to performance
    criteria to be set by the Remuneration Committee.                                                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|5.  | PENSION SCHEME AND PERMANENT DISABILITY
    INSURANCE                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|5.1 | The Executive shall be eligible to
        be a member of the BSkyB Pension Scheme (which is contracted out under
        the Social Security (Pensions) Act 1975) and to be a member of such scheme
        upon the terms and conditions from time to time applicable under such
    scheme.                                                                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|5.2 | The Company shall make contributions
        to such scheme at a rate of 8% of the annual pensionable salary of the
    Executive from time to time.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|5.3 | The Executive shall be entitled to
        make contributions to such scheme at the rate of up to 4% of the annual
        salary of the Executive from time to time, or such lesser amount as may
        be permitted from time to time under such
scheme.                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|5.4 | For as long as the Company continues
        to offer permanent disability insurance to members of its pension scheme
        and the Executive continues to be a member of the pension scheme he will
        be eligible for membership of such insurance scheme. His membership and
        any payment under such insurance scheme are subject to the rules of the
        insurance scheme and the Insurers discretion. The Company reserves
        the right to withdraw, discontinue or vary its permanent disability insurance
    at any time.                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|6.  | LIFE ASSURANCE AND HEALTH INSURANCE                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|6.1 | Subject to cover being available at
        rates reasonably acceptable to the Company and to any conditions the
        Company may from time to time reasonably prescribe, the Company will
        provide and maintain, at its own expense, life assurance for the Executive
        with coverage equivalent to that which is provided to other senior executives
        of the Company but in no event less than twice the basic salary, (enhanced
        to four times on membership of the pension scheme) such provision to
        be subject to the terms and conditions from time to time of the insurance
    policy.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|6.2 | The Executive shall be entitled to
        membership of any medical insurance scheme in force for the time being
        and applicable for full-time employees or officers of the Company, for
        himself and his spouse and their unmarried children aged under 21 and
    the Company shall pay the subscriptions therefor.                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|7.  | CAR                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | The Company shall provide the Executive
        with the use of a motor car of a make and type to be agreed between the
        parties up to a value of £60,000 hereto during the term of this
        Agreement. The replacement of the motor car and the terms on which it
        is used will be subject to the Companys Car Policy for the time
        being in force which is notified to the Executive in writing. As an alternative
        the Executive may elect to take a car allowance of £10,000
per
annum.                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     

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|8.   | ADDITIONAL BENEFITS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|8.1  | The Company shall also provide personal
        computer and facsimile machine facilities for the Executive at his residence(s)
        together with a mobile telephone and shall pay all costs associated with
    the ownership, maintenance and operation of such equipment.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|8.2  | The Executive shall be entitled to
    free Sky Plus subscriptions.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|9.   | OTHER EXPENSES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     | In addition to his remuneration hereunder
        the Executive shall be provided or reimbursed all travelling, hotel and
        other expenses properly and reasonably incurred by him in the discharge
        of his duties hereunder in accordance with the relevant rules and policies
        of the Company for the time being in force which are notified to the
        Executive in writing, which said expenses shall be evidenced in such
        manner as the Company may reasonably require. Any credit and charge cards
        supplied to the Executive by the Company shall be returned to the Company
        on the termination of his employment. Any money paid to the Executive
        to meet expenses incurred on a Company credit or charge card shall be
        used for that purpose and no other. The Executive shall be liable for
        the discharge of any personal expenses incurred by him using the Company
    credit or charge card.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|10.  | HOLIDAYS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|10.1 | In addition to public holidays, the
        Executive will be entitled to 30 days holiday in each holiday year (being
        1stJuly to 30thJune in each year) to be taken
        at such times as the business of the Company reasonably permits. A record
        of the holidays taken by the Executive shall be maintained by the Company.
        Holidays may not be carried over
without the prior approval of the Board.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|10.2 | On the termination of the Executive's
        employment for any reason, payment in lieu of holiday accrued but not
        taken in the years up to the Date of Termination (and any preceding years)
    will be made.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|11.  | SICKNESS AND INJURY                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|11.1 | If the Executive is absent from work
        due to sickness or injury he will be paid sick pay (at the rate of the
        Executive's then current salary and benefits but excluding bonus) for
    up to twenty six weeks by the company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     | Payment of company sick pay will be
        based on a 12 month rolling period (i.e. any paid absence for sickness
        or injury in the 12 months immediately preceding the commencement of
        a new period of such absence will be deducted from the sickness payment
    above).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|11.2 | The Executive shall comply with the
        Company's illness and sickness reporting requirements as are notified
    to him in writing and in force from time to time.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|11.3 | The Company shall be entitled (but
        no more frequently than once in any twelve month period) to require the
        Executive to submit himself to a medical examination at the expense of
    the Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 

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|12.  | OTHER ACTIVITIES AND INTERESTS IN OTHER BUSINESS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    
|12.1 | Save with the written consent of the Board, the Executive will not during the
    continuance of his employment be engaged or interested (except as the holder
    for investment of up to five percent (5%) of any class of quoted or unquoted
    securities) either directly or indirectly in any business or occupation in
    competition with the Company and its subsidiaries.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    
|12.2 | To the extent that the Executive is engaged or interested in any other non-competing
    business or occupation during his employment, such engagement or interest
    shall in no way impinge on his working day at the Company nor detract from
    the proper performance of his duties.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    
|12.3 | The Executive hereby agrees with the Company that if, at any time during his
    employment hereunder, he becomes aware of any ideas or proposals that could
    be exploited by the Group in relation to its United Kingdom and the Republic
    of Ireland satellite broadcasting or telecommunications or portal business,
    he shall ensure that any such idea or proposal is offered to the Group.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    
|12.4 | Subject always to clauses 12.2 and 12.3 it is agreed that the Executive may hold
    one non-executive Directorship provided that the identity of that company
    is agreed in advance by the Board. Any fees that become due or payable to
    the Executive for performing such non-executive role shall be retained exclusively
    by the Executive.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    
|13.  | SHARE DEALINGS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    
|13.1 | The Executive shall at all times comply
	    with the requirements of Chapter 3 of the FSA Disclosure and Transparency
	    Rules (DTR3) and will not act so as to
    commit an offence of insider dealing under Part V of the Criminal Justice
    Act 1993 nor engage in behaviour amounting to market abuse under Part VIII
    of the Financial Services and Markets Act 2000 (FSMA 2000).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    
|13.2 | During his employment the Executive will not (and will procure, so far as he
    is able, that his spouse, dependent children and persons connected with him
    will not) deal or trade in any shares or other securities of the Company
    or any subsidiary or associate of the Company except in accordance with the
    Company's Code of Practice in force from time to time in relation to such
    transactions, a copy of which is available from the Secretary of the Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    
|13.3 | During his employment the Executive will notify the Secretary of the Company
    immediately of any dealing in the shares or other securities of the Company
    including the grant, acceptance, exercise or disposal of any option or other
    right or obligation to acquire or dispose of shares or securities. The notification
    shall include the nature of the dealing, the nature and extent of the Executive's
    interest in it, the date on which the dealing was effected and the price,
    number
(or amount) and class of shares or securities. The Executive will take all reasonable
    steps to notify the Secretary of the Company of any such dealing by persons
    connected with the Executive and to ensure that such persons are aware of
    his obligation to notify such dealing and to secure their co-operation in
    discharging it. In addition to the details required above, the notification
    of any such dealing shall include the identity of the person connected with
    the Executive.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          

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|13.4 | For the purposes of this clause
	    13, connected has the meaning attributed to it by section 96B(2)
    of FSMA 2000.                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    
|14.  | CONFIDENTIALITY                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    
|14.1 | The Executive will not during the continuance of his employment or afterwards
    (unless authorised to do so by the Board or by a court of competent jurisdiction):                                                                                                                                                                                                                                                                                                                                                                                                            
|    
|     | 14.1.1                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    
|     | 14.1.2                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    
|     | 14.1.3                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    
|     | any confidential information of the Company or any of its subsidiaries which
    he has obtained by virtue of his employment or in respect of which the Company
    is bound by an obligation of confidence to a third party (Confidential
    Information). Confidential Information shall include, without limitation, information relating to research projects, prices, discounts, mark-ups, future business strategy,
marketing, tenders and any price sensitive information.                                                                                            
|    
|14.2 | The Executive shall not during
	    the continuance of this Agreement contribute or otherwise provide material
	    (other than is required for the purposes of performing
    the Executives duties) for any reason whatsoever without the
permission of the Board to:                                                                                                                                                                                                                                                                                                        
|    
|     | 14.2.1                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    
|     | 14.2.2                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    
|     | 14.2.3                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    
|14.3 | The Executive shall not during the continuance of this Agreement make otherwise
    than for the benefit of the Company any notes, memoranda, records and writings
    relating to any matter within the scope of the business of the Group or concerning
    any of the Group's dealings or affairs, it being agreed by the parties that
    all such notes or memoranda made by the Executive shall be the property of
    the Company and shall be handed over by the Executive to the Company from
    time to time
on demand and in any event upon the Date of Termination.
|    
|14.4 | The restriction in this clause will not prevent the Executive, after the Date
    of Termination, from using for his own or another's benefit, any information
    which becomes available to the public generally other than by reason of a
    breach by the Executive of his obligations under this Agreement but any such
    use will be subject to the restrictions contained in clause 15 below.                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 

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|15.  | PROTECTION OF INTERESTS OF COMPANY, ETC.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    
|15.1 | In this clause:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    
|     | 15.1.1                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    
|     | 15.1.2                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    
|15.2 | Until the expiration of 12 months from the Date of Termination, except in the
    event of a termination of this Agreement by the Company in repudiatory breach
    of its terms, the Executive shall not directly or indirectly:                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    
|     | 15.2.1                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    
|     | 15.2.2                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    
|     | 15.2.3                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    
|     | Provided always that nothing in this clause 15.2 shall be read or construed as
    preventing the Executive from acting as a consultant, employee or officer
    of, or for,
    that part, and that part only, of a business which does not compete,
    directly or indirectly, with any business which at the Date of Termination
    the Company or any of its subsidiaries or associates carries on or proposes
    to carry on provided further that the Executive demonstrates to the reasonable
    satisfaction of the Company that his duties or work are not likely to involve
    disclosure or
use of any of the Confidential Information possessed by the Executive.
|    
|15.3 | References in this clause to acting directly or indirectly include (without prejudice
    to the generality of that expression) references to acting alone or jointly
    with or by means of any other person.                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    
|15.4 | Until the expiration of 12 months from the Date of Termination, the Executive
    will not directly or indirectly solicit or entice away or endeavour to solicit
    or entice away from the Company or any member of the Group, in competition
    with the Company or, as the case may be, in competition with the relevant
    member of the Group, any person employed by the Company or any member of
    the Group in a senior executive capacity at the Date of Termination with
    whom the
Executive has had material dealings during the year preceding the Date of Termination
    with a view to inducing that person to                                             
|    

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|     | leave such employment and to act for another employer in the same, or a similar,
    capacity in relation to the same field of work.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    
|15.5 | After the Date of Termination or, if later, the date of his ceasing to be a director
    of the Company or any other member of the Group the Executive will not falsely
    represent himself or permit himself to be held out as being in any way connected
    with or interested in the business of the Company or the business of any
    member of the Group.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    
|15.6 | The period of the restrictions set out in clause 15.2 and 15.4 above shall be
    reduced pro rata by any period during which the Company suspends the Executive
    from the performance of his duties pursuant to clause 16
below.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    
|15.7 | The restrictions in sub-clauses 15.2.1, 15.2.2, 15.2.3, 15.4 and 15.5 hereof
    are separate and severable and in the event of any such restriction (including
    clause 15.3) being determined as being unenforceable in whole or in part
    for any reason such unenforceability shall not affect the enforceability
    of the remaining restrictions or in the case of part of a restriction being
    unenforceable, the remainder of that restriction.                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    
|15.8 | The restrictions entered into by the Executive in sub-clauses 15.2.1, 15.2.2,
    15.2.3, 15.4 and 15.5 are given to the Company for itself and as trustee
    for any member of the Group and the Executive agrees that he will at the
    request and cost of the Company enter into a further agreement with any such
    company whereby he will accept restrictions corresponding to the restrictions
    in this Agreement (or such of them as that company in its discretion shall
    deem appropriate).
The Company declares that insofar as these restrictions relate to any member
    of the Group it holds the benefit of them as trustee. In exercising any right
    as trustee hereunder the Company shall be entitled to limit the action it
    takes to such action
as it may, in its absolute discretion, consider reasonable.                                                          
|    
|16.  | GARDEN LEAVE                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    
|16.1 | If either the Executive or the Company
	    gives notice to terminate the Executives employment the Company may require the Executive to take Garden Leave for all or part of the remaining period of the
Executives employment. If the Executive is asked to take Garden Leave he
may not attend at his place of work or any of the Company premises (as well as
any associate). The Executive may not be required to carry out duties during
the remaining period of employment. During any period of Garden Leave the Executive
will continue to receive full salary and benefits and all of the obligations
that the Executive has to the Company by virtue of this Agreement and at common
law remain in full
force and effect. For the avoidance of doubt the Executive will continue to be
eligible to be considered for a bonus in accordance with clause 4.3 during any
period of Garden Leave.
|    
|16.2 | If the Company gives notice to terminate
	    this Agreement the maximum period for which the Executive can be on Garden
	    Leave is that which is stated as the
    Executives notice period.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    

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|17.  | TERMINATION                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    
|17.1 | (Termination by the Executive for Cause)                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    
|     | The Executive will be entitled to terminate this Agreement immediately by notice
    in writing if the Company commits a serious or persistent breach of any term
    of this Agreement which is not rectified within twenty (20) business days
    of the written notice requiring remedy (if capable of remedy), provided,
    however, if the same or substantially similar breach has previously occurred
    and notice has been given, then no additional notice shall be required.
|    
|17.2 | (Termination by BSkyB for Cause)                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    
|     | The Company will be entitled to terminate the employment of the Executive immediately
    by notice in writing if he:                                                                                                                                                                                                                                                                                                                                                                    
|    
|     | 17.2.1                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    
|     | 17.2.2                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    
|     | 17.2.3                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    
|     | 17.2.4                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    
|17.3 | On due termination by the
	    Company for Cause under clause 17.2, the Executive shall be entitled to
	    receive such amount of his basic salary together with
    the benefits described in clauses 5 to 8 inclusive of this Agreement accrued
    due to him up to the Date of Termination but, for the avoidance of doubt,
    excluding the Executives annual bonus in accordance with clause 4.3
    and the right to participate in the LTIP award pursuant to clause 4.5.     
|    
|17.4 | On the Date of Termination (and without affecting the rights or remedies of either
    party in respect of such termination or rights or remedies accrued as at
    such Date of Termination) the Executive will promptly:                                                                                                                                                                                                                                                               
|    
|     | 17.4.1                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    
|     | 17.4.2                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
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|     | and the Executive irrevocably authorises the Company in his name and on his behalf
    to execute all documents and do all things necessary to effect the resignations
    referred to above, in the event of his failure to do
so.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    
|17.5 | Any rights or obligations
	    of the Executive under this Agreement which are expressed to continue after
	    the Date of Termination shall continue in full force and
    effect notwithstanding the termination of his employment, provided that any
    such obligations shall not continue if the Executives employment is
    terminated by the Executive for Cause under clause 17.1 or is otherwise terminated
    by the Company in breach of the terms of this Agreement.                                                                                                                                                                                                                                                                                                                                                                             
|    
|17.6 | The Executive agrees that for the purposes of the Employment Rights Act 1996,
    the Company may apply any sums which may be due from the Company to the Executive
    (including, without limitation, accrued salary and/or holiday pay) at the
    Date of Termination against any sums which may be due from the Executive
    to the Company in respect of any overpayment of any amounts paid under this
    Agreement, any loans to the Executive made by the Company or any of its associates
    and any
amounts in respect of income tax and PAYE liabilities.                                                                                                                                                                                                                                                                                          
|    
|17.7 | (Termination for No Cause)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    
|     | The Company may, in its discretion, terminate the Executive's employment forthwith
    at any time by giving him a written communication to that effect together
    with a compensation payment of:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    
|     | 17.7.1                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    
|     | 17.7.2                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    
|     | 17.7.3                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    
|     | 17.7.4                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    
|     | Any such payment (less any deductions which the Company may be required to make
    including, without limitation, in respect of income tax and less any amounts
    owed by the Executive to the Company in respect of any overpayment of any
    amounts paid under this Agreement, any loans to the Executive made by the
    Company or any of its associates and any amounts in respect of income tax
    and PAYE liabilities) shall be accepted by the Executive in full and final
    settlement of all claims
which he may have against the Company or any subsidiary or associate of the Company
    arising out of his employment or its termination other than in respect of
    pension rights accrued up to the Date of Termination, any personal injury
    claims and any claims pursuant to the indemnity or policy referred to in
    clause 18.
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|     | The discretion to terminate
      the Executive's employment given to the Company by this clause shall not
      preclude the Company from exercising any right which it may have validly
      to terminate the Executive's employment pursuant to clause 17.2 of this
      Agreement.                                                                                             
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    
|18.  | INDEMNITY                                                                                                                                                                                                                                                                                                                                                                            
|    
|18.1 | The Company shall to the fullest
      extent permitted by law indemnify and hold harmless the Executive from and
      in respect of any liability (including but not limited to legal costs on
      a full indemnity basis) that may be incurred by him in the due and proper
      performance of his duties hereunder and otherwise in giving effect to this
      Agreement.   
|    
|18.2 | The Company shall from time
      to time effect and maintain in the name of the Executive with a reputable
      insurance company a directors' and officers' liability policy in the name
      of the Company and so as to insure the Executive in respect of such risks
      as may be generally insured against for persons occupying similar positions
      to the Executive.
|    
|19.  | DISCIPLINE AND GRIEVANCES                                                                                                                                                                                                                                                                                                                                                            
|    
|19.1 | The Board will be responsible
      for communicating any disciplinary warnings to the Executive. Any dismissal
      will be communicated by the Board with a right of appeal to the Chairman
      of the Company.                                                                                                                                                                 
|    
|19.2 | If the Executive has any grievance
      relating to his employment he may raise it initially with the Board. If
      the grievance is not thereby resolved the Executive may appeal to the Chairman
      of the Company whose decision will be final.                                                                                                                             
|    
|20.  | ADDITIONAL PARTICULARS                                                                                                                                                                                                                                                                                                                                                               
|    
|     | The following additional particulars
      are given for the purposes of The Employment Rights Act 1996:                                                                                                                                                                                                                                                                             
|    
|     | 20.1.1                                                                                                                                                                                                                                                                                                                                                                               
|    
|     | 20.1.2                                                                                                                                                                                                                                                                                                                                                                               
|    
|21.  | ENTIRE AGREEMENT                                                                                                                                                                                                                                                                                                                                                                     
|    
|21.1 | The Executive confirms that:                                                                                                                                                                                                                                                                                                                                                         
|    
|     | 21.1.1                                                                                                                                                                                                                                                                                                                                                                               
|    
|     | 21.1.2                                                                                                                                                                                                                                                                                                                                                                               
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| |  | has in relation to any representation,
      warranty, assurance, covenant, indemnity, undertaking or commitment given
      or action taken in connection with the entering into or performance of this
      Agreement are under this Agreement and, for the avoidance of doubt and without
      limitation, the Executive does not have any right or remedy (whether by
      way of a claim for contribution or otherwise) in tort (including negligence)
      or for misrepresentation (whether negligent or otherwise, and whether made
      prior to, and/or in, this Agreement).
| |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|    
|----
|22. 
|    
|    
|    
|23. 
|    
|23.1
|    
|    
|    
|    
|    
|    
|    
|    
|    
|    
|    
|    
|    
|    
|    
|    
|    
|    
|    
|23.2
|    
|23.3
|    
|    
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|                                                                                                                                  | 23.3.2                                                                                                                                                                                                                                                | in the case of a posted letter, on the third
    day after posting or, if posted from a place outside the United Kingdom, the
    seventh day after posting;                                                                                                                                                                                                                                    
|--------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                 
|                                                                                                                                  | 23.3.3                                                                                                                                                                                                                                                | in the case of a facsimile, on production of a transmission report from
    the machine from which the facsimile was sent which indicates that the facsimile
    was sent in its entirety to the facsimile number of the recipient provided
    that a confirmatory copy of such facsimile shall have been sent by post in
    accordance with clause 23.1 within 24 hours of such transmission.
|                                                                                                                                 
|23.4                                                                                                                              | A Notice received or deemed to be received in accordance with clause 23.3 above
    on  aday which is not a Business
    Day or after 5 p.m. on any Business Day, shall be
deemed to be received on the next following Business Day.                 
|                                                                                                                                 
|23.5                                                                                                                              | For the purposes of this clause, "Business
	      Day" shall
	    mean a day not being a Saturday on which trading banks are generally
	    open for business in the City of
London.                                                                 
|                                                                                                                                 
|23.6                                                                                                                              | Each party undertakes to notify the other party by Notice served in accordance
    with this clause if the address or other details specified herein are no
    longer appropriate for the service of a Notice.                                      
|                                                                                                                                 
|24.                                                                                                                               | GOVERNING LAW                                                                                                                                                                                                                                        
|                                                                                                                                 
|                                                                                                                                  | This Agreement shall be governed by and interpreted in accordance with the laws
    of England and each of the parties irrevocably submits to the jurisdiction
    of the English Courts as regards any claim or matter arising under this
Agreement.
|                                                                                                                                 
|25.                                                                                                                               | COUNTERPARTY                                                                                                                                                                                                                                         
|                                                                                                                                 
|                                                                                                                                  | This Agreement may be signed in counterparts and each counterpart shall be valid
    and effective as if it had been executed by each of the parties and both
    such counterparts shall together constitute one document.                          
|                                                                                                                                 
|IN WITNESSwhereof the
      parties hereto have executed this Agreement as a Deed as of the day and
    year first above written.
|                                                                                                                                 

|SIGNEDas a DEEDby JEREMY | ) | 
|------------------------ | - | 
|DARROCH                  | ) | 
|in the presence of:-     | ) | 
|                         |   | 
|                         |   | 
|                         |   | 

|SIGNEDas a DEEDby BRITISH SKY | ) | 
|----------------------------- | - | 
|BROADCASTING GROUP PLCby its  | ) | 
|duly authorised agent         | ) | 
|                              |   | 
|                              |   | 
|                              |   | 
|                              |   | 
|                              |   | 

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