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                                                                    Exhibit 10.6

           AMENDMENT NO. 1 TO EMPLOYMENT CONTRACT FOR SHUKI Y. LEVY

THIS AMENDMENT NO. 1 TO EMPLOYMENT CONTRACT FOR SHUKI Y. LEVY (the "Amendment")
is made and entered into by and between Fox Family Worldwide, Inc. ("we," "us,"
or "Company") and Shuki Y. Levy ("you" or "your") effective June 19, 2000.  This
Amendment is entered into with reference to that certain undated Employment
Contract (the "Contract") between you and us the Initial Term under which began
on September 1, 1999 and continues through May 31, 2002.  You and we agree as
follows:

     1.   Amendment. Section 3(d)(3) of the Contract is amended to read in full
as follows:

          "(3) Exercisability of Option.  During your lifetime, the Option may
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          be exercised only by you and may not be transferred, assigned, pledged
          or hypothecated (whether by operation of law or otherwise) other than
          by will or the applicable laws of descent or distribution, except that
                                                                     ------
          you may grant a security interest in, pledge and hypothecate the
          Option in favor of Haim Saban for the purpose of securing your
          obligations to Haim Saban under that certain Reimbursement and
          Indemnity Agreement proposed to be entered into by you in favor of
          Haim Saban dated effective as of April 7, 2000, as such agreement may
          be amended, amended and restated, substituted and/or replaced from
          time to, and that you may transfer the Option, to the extent of
          granting such security interest, pledge and hypothecation, and to the
          extent of any exercise by Haim Saban or his successors and assigns of
          any remedies pursuant to such security interest, pledge and
          hypothecation, and upon any transfer by reason of any such exercise by
          Haim Saban or his successors and assigns of any such remedies, the
          transferee may exercise the Option on the terms set forth herein for
          your exercise of the Option. If you die, subject to any transfer
          permitted under the immediately preceding sentence, the Option shall
          be exercisable by your executors, personal representatives, legatees
          or distributes, as applicable."

     2.   Contract Remains in Force. The Contract, as amended by this Amendment,
shall remain in full force and effect.

     3.   Defined Terms. Capitalized terms used herein without definition shall
have the meanings ascribed to such terms in the Contract.
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IN WITNESS WHEREOF, you and we have entered into this Amendment effective as of
the date first above written.


                                         FOX FAMILY WORLDWIDE

Dated:  6/19/00                          By: /s/ Mel Woods
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                                            Name:  MEL WOODS
                                                 -------------------------------

                                            Title: President and COO
                                                  ------------------------------


                                         SHUKI LEVY

Dated:  6/21/00                             /s/ Shuki Levy
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