FIRST AMENDMENT TO SUBSCRIPTION AGREEMENT

         This First Amendment to Subscription Agreement (the "AMENDMENT"), dated
as of November __, 1999, is entered into by and among Fox Broadcasting Company,
a Delaware corporation (the "PURCHASER"), Fox Kids Europe Holdings, Inc., a
California corporation (the "COMPANY"), and Fox Kids Europe, B.V., a BESLOTEN
VENNOOTSCHAP, on the following terms and conditions:

                                 R E C I T A L S

         WHEREAS, the Purchaser and the Company are parties to that certain
Subscription Agreement (the "Agreement"; capitalized terms used herein without
definition have the meanings given those terms in the Agreement) dated as of
June 28, 1999, pursuant to the terms of which the Purchaser agreed to purchase,
and the Company agreed to issue and sell, the Shares, and pursuant to the terms
of which the Purchaser is entitled to participate in any IPO or Private Sale as
a selling shareholder;

         WHEREAS, the Company desires to enter into a series of transactions
(the "Fox Kids Europe Transactions"), pursuant to the terms of which the Company
will, concurrently herewith, directly or indirectly, contribute all of its
assets to Fox Kids Europe B.V. (which intends immediately thereafter to convert
from a BESLOTEN VENNOOTSCHAP to a NAAMLOZE VENNOOTSCHAP, whereupon its name will
be Fox Kids Europe N.V.) ("FKE"), in exchange for a majority of the ordinary
shares of Fox Kids Europe B.V.;

         WHEREAS, FKE intends to sell a number of its ordinary shares in the
United States to qualified institutional buyers in reliance on Rule 144A under
the Securities Act of 1933, as amended (the "Securities Act") and outside the
United States in reliance on Regulation S under the Securities Act (the
"Offering") immediately after the consummation of the Fox Kids Europe
Transactions;

         WHEREAS, the Company desires to deliver to the Purchaser ordinary
shares of FKE in substitution for the Shares, and to cause FKE to cooperate with
the Purchaser to enable the Purchaser to participate in the Offering of the
ordinary shares of FKE as a selling shareholder, all in satisfaction of the
Company's obligations under the Agreement to deliver the Shares to the Purchaser
and to allow the Purchaser to participate in any IPO as a selling shareholder;

         WHEREAS, the Purchaser is willing, on the terms set forth in this
Amendment, to accept delivery of ordinary shares of FKE in substitution for the
Shares, and to participate in the Offering of the ordinary shares of FKE as a
selling shareholder, all in satisfaction of its rights under the Agreement to
purchase the Shares and to participate in any IPO as a selling shareholder;

         NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration given to each party hereto, the receipt, value and
sufficiency of which are hereby acknowledged, the parties agree as follows.


<PAGE>


         AMENDMENT. The Agreement is hereby amended as follows:

         1.1.  The introductory sentence of the Agreement is amended to read as
follows:

                    This Subscription Agreement (the "Agreement"), dated as of
                    June 28, 1999, is entered into by and among Fox Broadcasting
                    Company, a Delaware corporation (the "Purchaser"), Fox Kids
                    Europe Holdings, Inc., a California corporation (the
                    "Company"), and Fox Kids Europe B.V. on the following terms
                    and conditions:

                    The recitals are amended to read in full as follows:

                         "WHEREAS, the Company has entered into a series of
                    transactions (the "Fox Kids Europe Transactions"), pursuant
                    to the terms of which the Company has, concurrently with the
                    execution and delivery of the First Amendment, directly or
                    indirectly, contributed all of its assets (other than the
                    equity interests in Fox Kids SPC1, Inc., a Delaware
                    corporation ("SPC1"), and the equity interests in Fox Kids
                    SPC2, Inc., a California corporation ("SPC2") to Fox Kids
                    Europe B.V., in exchange for a majority of the ordinary
                    shares (the "COMMON STOCK") of Fox Kids Europe B.V.;

                         "WHEREAS, Fox Kids Europe B.V., which immediately after
                    the issuance of its Common Stock intends to convert from a
                    BESLOTEN VENNOOTSCHAP to a NAAMLOZE VENNOOTSCHAP, whereupon
                    its name will be Fox Kids Europe N.V.) ("FKE"), intends to
                    make an offering (the "IPO") of shares of the Common Stock
                    immediately after the consummation of the Fox Kids Europe
                    Transactions;

                         "WHEREAS, on the terms and subject to the conditions
                    set forth in this Agreement, the Purchaser desires to
                    purchase, and the Company desires to sell to the Purchaser,
                    shares (`Shares') of the Common Stock;

                         "WHEREAS, on the terms and subject to the conditions
                    set forth in this Agreement, the Purchaser desires to
                    participate in the IPO or any private sale to an
                    unaffiliated third-party purchaser of shares of the Common
                    Stock to be issued in connection with such sale (a "PRIVATE
                    Sale"), as applicable, and, subject to the conditions set
                    forth herein, thereafter to participate in any subsequent
                    public offerings (each a "SUBSEQUENT PUBLIC OFFERING") and
                    any subsequent private sales (each a "SUBSEQUENT PRIVATE
                    SALE"), and the Company is willing to cause FKE to cooperate
                    in the Purchaser's participating in the IPO or any Private
                    Sale and, subject to the conditions set forth herein, any
                    Subsequent Public Offerings and any Subsequent Private
                    Sales, as an inducement to the Purchaser to enter into the
                    First Amendment;".


                                   EX-10.3 - 2
<PAGE>


         1.2.  The definition of "Class B Stock" is deleted and Sections 1.5
through 1.8 are renumbered as Sections 1.4 through 1.7, respectively.

         1.3.  The following definition is added as Section 1.8:

     "1.8 'FIRST AMENDMENT' means that certain First Amendment to Subscription
Agreement between the Purchaser and the Company dated as of November __, 1999."

         1.4.  The definition of "HSR Act" is deleted and Sections 1.11 through
1.14 are renumbered as Sections 1.10 through 1.13, respectively.

         1.5.  The following definition is added as Section 1.14:

     "1.14 'OFFERING CIRCULAR' means that certain Fox Kids Europe N.V.
Preliminary Offering Circular dated November 3, 1999 for Ordinary Shares of FKE
and, when issued, the final Offering Circular for Ordinary Shares of FKE."

         1.6.  Section 2 is amended to read in full as follows:

                    "2. PURCHASE AND SALE OF THE SHARES OF COMMON STOCK. The
               Company hereby agrees to sell and the Purchaser hereby agrees to
               purchase the Shares on the terms and subject to the conditions
               set forth in this Agreement. At each Closing (as defined herein),
               beneficial ownership of the Shares purchased at such Closing will
               automatically transfer to the Purchaser, and the Company will
               deliver the Shares purchased at such Closing at the Purchaser's
               direction against prior payment by the Purchaser of the Purchase
               Price (as defined herein) for such Closing (in connection with
               which the parties acknowledge that payment by the Purchaser of
               the Total Purchase Price shall constitute payment of the Purchase
               Price for each of the Closings). The parties hereto acknowledge
               that the Purchaser has paid the Total Purchase Price concurrently
               with the execution of this Agreement by wire transfer to such
               account of the Company as the Company has theretofore designated
               by notice to the Purchaser."

          1.7. The last grammatical sentence of Section 3 is deleted.

          1.8. The last grammatical sentence of Section 4.1 is amended to read
in full as follows:

               "The Company has all necessary corporate power and authority to
               enter into, execute and deliver this Agreement and to consummate
               the transactions contemplated hereby."

          1.9. Section 4.2 is deleted, and Sections 4.3 through 4.7 are
renumbered as Sections 4.2 through 4.6, respectively.


                                   EX-10.3 - 3
<PAGE>


          1.10. Section 4.5 (as renumbered above) is amended to read in full as
follows:

                    "4.5. NO CONFLICTS. The execution, delivery and performance
               by the Company of this Agreement and the delivery of the Shares
               hereunder will not conflict with or violate the Articles of
               Incorporation or Bylaws of the Company, the Senior Notes
               Indentures or the Credit Agreement or violate any other material
               agreement to which the Company is a party, including, without
               limitation, any voting agreement, stockholders agreement or
               voting trust, or otherwise contravene, conflict with or result in
               a violation of, any federal, state, local, municipal, foreign,
               international, multi-national or other administrative order,
               constitution, law, ordinance, regulation or statute, or give any
               individual, corporation, partnership, governmental authority or
               regulatory body or any other person the right to prevent the
               consummation of the sale of the Shares contemplated hereby."

          1.11. 1.10 A new Section 4.7 is inserted at the end of Section 4,
which Section 4.7 shall read as follows:

                    "4.7. TITLE TO SHARES. The Company has, and immediately
               prior to delivery on each Closing Date the Company will have,
               good and valid title to the Shares to be sold hereunder on such
               Closing Date, free and clear of all liens, encumbrances, equities
               or claims (other than the security interest in favor of the
               Administrative Agent referred to in the definition of Credit
               Agreement hereunder); and, upon delivery of such Shares, and
               assuming that the Purchaser has made payment therefor on or prior
               to such Closing Date in accordance with this Agreement, good and
               valid title to such Shares, free and clear of all liens,
               encumbrances, equities or claims, will pass to the Purchaser.

          1.12. 1.10 A new Section 4A is inserted after the end of Section 4,
which Section 4A shall read as follows:

                    "4A. REPRESENTATIONS AND WARRANTIES OF FKE. FKE represents
               and warrants that the following representations and warranties
               are true and correct in all material respects as of the date of
               the First Amendment, and covenants that each such representation
               and warranty shall be true and correct in all material respects
               on and as of each Closing Date, with the same force and effect as
               though made on and as of such Closing Date, except for changes
               permitted or contemplated by this Agreement.

                    "4A.1. ORGANIZATION AND STANDING. FKE has been duly
               incorporated and is validly existing as a corporation under the
               laws of The Netherlands, with all power and authority to own its


                                   EX-10.3 - 4
<PAGE>


               properties and conduct its business as described in the Offering
               Circular, and has been duly qualified as a foreign corporation
               for the transaction of business and is in good standing under the
               laws of each other jurisdiction in which it owns or leases
               properties or conducts any business so as to require such
               qualification, or is subject to no material liability or
               disability by reason of the failure to be so qualified in any
               such jurisdiction; and each subsidiary of FKE has been duly
               incorporated and is validly existing as a corporation in good
               standing (to the extent that such concept exists in the relevant
               jurisdiction) under the laws of its jurisdiction of
               incorporation.

                    "4A.2. CAPITALIZATION. FKE has an authorized capitalization
               as set forth in the Offering Circular, and all of the issued
               shares of capital stock of FKE have been duly and validly
               authorized and issued, are fully paid and conform to the
               description of the capital stock contained in the Offering
               Circular; and all of the issued shares of capital stock of each
               subsidiary of FKE have been duly and validly authorized and
               issued, are fully paid and non-assessable (to the extent that
               such concept exists in the relevant jurisdiction) and (except for
               directors' qualifying shares and except as set forth in the
               Offering Circular) are owned directly or indirectly by FKE, free
               and clear of all liens, encumbrances, equities or claims; the
               holders of outstanding shares of capital stock of FKE are not
               entitled to preemptive or other rights to acquire the Shares
               which have not been complied with; there are no outstanding
               securities convertible into or exchangeable for, or warrants,
               rights or options to subscribe for from FKE, or obligations of
               FKE to issue, the ordinary shares or any other class of capital
               stock of FKE (except as set forth in the Offering Circular); and
               there are no restrictions on subsequent transfers of the Shares
               under the laws of The Netherlands and of the United States except
               as described in the Offering Circular.

                    "4A.3. EXECUTION, DELIVERY, AND PERFORMANCE. The execution,
               delivery and performance of this Agreement and the consummation
               of the transactions contemplated hereby have been duly authorized
               by all necessary corporate action of FKE, and FKE has taken all
               other actions required by law and its Articles of Association in
               order to consummate the transactions contemplated by this
               Agreement. This Agreement constitutes the valid and binding
               obligations of FKE, and is enforceable in accordance with its
               terms, except as enforceability may be subject to or limited by
               bankruptcy, insolvency, reorganization, moratorium or other
               similar laws relating to or affecting creditors' rights
               generally.

                    "4A.4. ARTICLES OF ASSOCIATION. FKE has furnished to the
               Purchaser a copy of the Articles of Association of FKE, which are
               in full force and effect.


                                   EX-10.3 - 5
<PAGE>


                    "4A.5. AUTHORIZATION AND ISSUANCE OF ORDINARY SHARES. The
               Shares to be delivered to the Purchaser hereunder have been duly
               and validly authorized and issued by FKE and are fully paid and
               conform to the description of the ordinary shares contained in
               the Offering Circular.

                    "4A.6. NO CONFLICTS. The execution, delivery and performance
               by FKE of this Agreement will not conflict with or violate the
               Articles of Association of FKE, the Senior Notes Indentures or
               the Credit Agreement or violate any other material agreement to
               which FKE is a party, including, without limitation, any voting
               agreement, stockholders agreement or voting trust, or otherwise
               contravene, conflict with or result in a violation of, any
               federal, state, local, municipal, foreign, international,
               multi-national or other administrative order, constitution, law,
               ordinance, regulation or statute, or give any individual,
               corporation, partnership, governmental authority or regulatory
               body or any other person the right to prevent the consummation of
               the delivery of the Shares contemplated hereby.

          1.13. In Section 5.5, the word "Fox" is deleted and the words "the
Purchaser" are inserted in its place.

          1.14. Section 6.1 is amended to read in full as follows:

                    "6.1 CONSUMMATION OF FOX KIDS EUROPE TRANSACTIONS. The Fox
               Kids Europe Transactions shall have been consummated, and
               immediately following the Fox Kids Europe Transactions FKE shall
               own, directly or indirectly, all of the assets owned by the
               Company immediately prior to the consummation of the Fox Kids
               Europe Transactions (other than the equity interests in SPC1 and
               the equity interests in SPC2), and FKEH shall own all of the
               Shares being sold hereunder free and clear of all liens,
               encumbrances, equities or claims (other than the security
               interest in favor of the Administrative Agent referred to in the
               definition of Credit Agreement hereunder).

          1.15. Section 6.2 is amended by inserting after the words "All
representations and warranties of the Company" the following words: "and FKE".

          1.16. Section 6.5 is deleted and Sections 6.6 and 6.7 are renumbered
as Sections 6.5 and 6.6, respectively.

          1.17. Section 7 is amended by striking from the portion thereof that
precedes Section 7.1 the words "issue and sell" and substituting the word
"deliver".

          1.18. Section 9.1 is amended to read in full as follows:


                                   EX-10.3 - 6
<PAGE>


                    "9.1. CONDUCT OF BUSINESS. The Company hereby covenants and
               agrees as follows: Subject to the terms and conditions of this
               Agreement, the Company agrees to use all reasonable efforts to
               take, or cause to be taken, all actions, and to do, or cause to
               be done, all things necessary, proper or advisable to consummate
               and make effective the transactions provided for by this
               Agreement. Each of the Company and FKE hereby agrees, while this
               Agreement is in effect, and except as contemplated hereby, not to
               intentionally and knowingly take any action with the intention
               and knowledge that such action would make any of its
               representations or warranties contained herein untrue or
               incorrect in any material respect or have the effect of
               preventing or disabling it from performing its obligations under
               this Agreement. Without limiting the generality of the foregoing,
               and except as contemplated by this Agreement, prior to the Final
               Closing Date, neither the Company nor FKE will, without the prior
               written consent of the Purchaser:

               "(a) Propose or adopt any amendments to the Articles of
                    Association of FKE (except that FKE shall, prior to the
                    first Closing, make that certain Deed of Conversion and
                    Amendment to the Articles of Association for Fox Kids Europe
                    N.V, pursuant to which FKE will convert from a BESLOTEN
                    VENNOOTSCHAP to a NAAMLOZE VENNOOTSCHAP, whereupon its name
                    will be Fox Kids Europe N.V.);

               "(b) Issue, sell or repurchase, or authorize or propose the
                    issuance, sale or repurchase of any shares of capital stock
                    of FKE, or securities convertible into such shares, or any
                    rights, warrants or options to acquire such shares or other
                    convertible securities, other than the initial issuance of
                    shares by FKE to the Company and the other incorporators of
                    FKE; or

               "(c) Sell, lease, dispose of, convey or transfer or agree to
                    sell, lease, dispose of, convey or transfer substantially
                    all of the assets of the Company, except for sales in the
                    ordinary course of business, and except for the Fox Kids
                    Europe Transactions, which shall have occurred prior to any
                    Closing."

          1.19. A new Section 9.4 is inserted after the end of Section 9.3,
which Section 9.4 shall read as follows:

                    "9.4. TAX. The Company will pay when due and payable any and
               all stamp, issue, transfer or similar taxes which may be payable
               in respect of the issuance of the Shares, any transfer of the
               Shares, and the delivery of the Shares to Purchaser.


                                   EX-10.3 - 7
<PAGE>


         1.20. Section 10 is amended to read in full as follows:

               "10. TAG ALONG RIGHTS.

                    "10.1. TAG ALONG RIGHTS. If FKE enters into an agreement (or
               series of related agreements) to transfer or sell to one or more
               persons who, directly or indirectly, own less than 10 percent of
               the outstanding Common Stock of FKE (a `THIRD PARTY') any number
               of shares of Common Stock of FKE (such transfer or sale, a `TAG
               ALONG SALE'), then the Purchaser shall have the obligation to
               participate in such Tag Along Sale. The Purchaser will be
               entitled to sell all of its shares of Common Stock of FKE before
               FKE is entitled to sell any shares.

                    "10.2. SALE NOTICE. FKE shall provide the Purchaser with
               written notice (the `TAG ALONG SALE NOTICE') not more than 60 nor
               less than 10 days prior to the proposed date of the Tag Along
               Sale (the `TAG ALONG SALE DATE'). Each Tag Along Sale Notice
               shall set forth: (i) the name and address of each Third Party;
               (ii) the number of shares of Common Stock proposed to be
               transferred or sold; (iii) the proposed amount and form of
               consideration to be paid for such shares of Common Stock and the
               terms and conditions of payment offered by the proposed
               transferee or purchaser, provided that if the form of
               consideration proposed is other than cash, FKE may not require
               the Purchaser's participation in the sale without the Purchaser's
               consent; (iv) confirmation that the proposed purchaser or
               transferee has been informed of the "Tag Along Rights" provided
               for herein and has agreed to purchase the shares of the Purchaser
               before purchasing any shares from FKE; and (v) the Tag Along Sale
               Date."

         1.21. Section 11 is amended to read in full as follows:

               "11. REGISTRATION RIGHTS.

                    "11.1. RIGHT TO PIGGYBACK. Whenever FKE proposes to register
               any of its Common Stock under the Securities Act (other than a
               registration on Form S-4 or Form S-8 or any successor or similar
               forms), and the registration form to be used may be used for the
               registration of the shares of Common Stock (a "Piggyback
               Registration"), whether or not for sale for its own account, FKE
               will give prompt written notice to the Purchaser of its intention
               to effect such registration and will include in such registration
               all shares of the Common Stock of FKE held by the Purchaser, to
               the extent such number of shares is not greater than the number
               to be registered.


                                   EX-10.3 - 8
<PAGE>


                    "11.2. PRIORITY. If in a Piggyback Registration, the
               managing underwriters advise FKE in writing that in their opinion
               the number of shares of Common Stock requested to be included in
               such registration exceeds the number which can be sold in such
               offering within a price range reasonably acceptable to FKE, FKE
               will include in such registration (i) first, the Common Stock of
               FKE that the Purchaser will sell and (ii) second, the Common
               Stock of FKE that FKE proposes to sell.

                    "11.3. "REGISTRATION EXPENSES". FKE shall pay all
               Registration Expenses relating to any registration of shares of
               Common Stock hereunder. "Registration Expenses" shall include all
               fees and expenses incident to FKE's performance of or compliance
               with this Agreement, including without limitation: (i) Securities
               and Exchange Commission, stock exchange or National Association
               of Securities Dealers, Inc. registration and filing fees and all
               listing fees with respect to the inclusion of the securities on a
               stock exchange, (ii) fees and expenses of compliance with state
               securities or "blue sky" laws, including without limitation,
               reasonable fees and expenses of blue sky counsel, (iii) printing
               expenses, (iv) messenger and delivery expenses, (v) fees and
               disbursements of counsel for FKE, (vi) reasonable fees and
               expenses of one counsel for the Purchaser, (vii) fees and
               disbursements of all independent public accountants and (viii)
               any other fees and disbursements of underwriters, if any,
               customarily paid by issuers or sellers of securities."

                    "11.4. INDEMNIFICATION. In the event any of the Purchaser's
               Common Stock is included in a registration statement under this
               Agreement:

                         "(a) To the extent permitted by law, FKE will indemnify
                    and hold harmless the Purchaser and each of its officers,
                    directors, employees and agents against any losses, claims,
                    damages or liabilities to which the Purchaser or its
                    officers, directors, employees or agents may become subject
                    under the Securities Act, the Securities Exchange Act of
                    1934 or other federal or state law or the applicable law of
                    any other jurisdiction including any foreign jurisdiction,
                    insofar as such losses, claims, damages or liabilities (or
                    actions in respect thereof) arise out of or are based upon
                    any of the following statements, omissions or violations
                    (collectively, a "Violation"): (i) any untrue statement or
                    alleged untrue statement of a material fact contained in
                    such registration statement, including any preliminary
                    prospectus or final prospectus contained therein or any
                    amendments or


                                   EX-10.3 - 9
<PAGE>


                    supplements thereto or (ii) the omission or alleged omission
                    to state therein a material fact required to be stated
                    therein, or necessary to make the statements therein not
                    misleading, and FKE will reimburse the Purchaser for any
                    legal or other expenses reasonably incurred by it in
                    connection with investigating or defending any such loss,
                    claim, damage, liability or action; provided, however, that
                    the indemnity agreement contained in this Section shall not
                    apply to amounts paid in settlement of any such loss, claim,
                    damage, liability or action if such settlement is effected
                    without the consent of FKE, which consent shall not be
                    unreasonably withheld, nor shall FKE be liable in any such
                    case for any such loss, claim, damage, liability or action
                    to the extent that it arises out of or is based upon a
                    Violation which occurs in reliance upon and in conformity
                    with information furnished in writing for use in connection
                    with such registration by, or on behalf of, the Purchaser.

                         "(b) To the extent permitted by law, the Purchaser will
                    indemnify and hold harmless FKE, each of its officers,
                    directors, agents or employees, and each Person, if any, who
                    controls FKE within the meaning of the Securities Act,
                    against any losses, claims, damages or liabilities to which
                    FKE or any such director, agent, employee, officer or
                    controlling Person, may become subject, under the Securities
                    Act, the Exchange Act or other federal or state law, insofar
                    as such losses, claims, damages or liabilities (or actions
                    in respect thereof) arise out of or are based upon any
                    Violation, in each case to the extent (and only to the
                    extent) that such Violation occurs in reliance upon and in
                    conformity with information furnished in writing by, or on
                    behalf of, the Purchaser for use in connection with such
                    registration; and the Purchaser will reimburse any legal or
                    other expenses reasonably incurred by FKE or any such agent,
                    employee, director, officer or controlling Person, in
                    connection with investigating or defending any such loss,
                    claim, damage, liability or action; provided, however, that
                    the indemnity agreement contained in this Section shall not
                    apply to amounts paid in settlement of any such loss, claim,
                    damage, liability or action if such settlement is effected
                    without the


                                  EX-10.3 - 10
<PAGE>


                    consent of the Purchaser, which consent shall not be
                    unreasonably withheld.

                         "(c) Promptly after receipt by an indemnified party
                    under this Section of notice of the commencement of any
                    action (including any governmental action), such indemnified
                    party will, if a claim in respect thereof is to be made
                    against any indemnifying party under this Section, deliver
                    to the indemnifying party a written notice of the
                    commencement thereof and the indemnifying party shall have
                    the right to participate in, and, to the extent the
                    indemnifying party so desires, jointly with any other
                    indemnifying party similarly notified, to assume the defense
                    thereof with counsel mutually satisfactory to the parties;
                    provided, however, that an indemnified party shall have the
                    right to retain its own counsel, with the fees and expenses
                    to be paid by the indemnifying party, if, in the reasonable
                    opinion of counsel for the indemnified party, representation
                    of such indemnified party by the counsel retained by the
                    indemnifying party would be inappropriate due to actual or
                    potential differing interests between such indemnified party
                    and any other party represented by such counsel in such
                    proceeding. The failure to deliver written notice to the
                    indemnifying party within a reasonable period of time of the
                    commencement of any such action shall relieve such
                    indemnifying party of any liability to the indemnified party
                    under this Section to the extent prejudicial to its ability
                    to defend such action, but the omission so to deliver
                    written notice to the indemnifying party will not relieve it
                    of any liability that it may have to any indemnified party
                    otherwise than under this Section.

                         "(d) If the indemnification provided for in this
                    Section is held by a court of competent jurisdiction to be
                    unavailable to an indemnified party or insufficient to hold
                    it harmless with respect to any loss, liability, claim,
                    damage or expense referred to therein, then the indemnifying
                    party, in lieu of indemnifying such indemnified party
                    hereunder, shall contribute to the amount paid or payable by
                    such indemnified party as a result of such loss, liability,
                    claim, damage or expense in such proportion as is
                    appropriate to reflect the relative fault of the


                                  EX-10.3 - 11
<PAGE>


                    indemnifying party on the one hand and of the indemnified
                    party on the other in connection with the statements or
                    omissions that resulted in such loss, liability, claim,
                    damage or expense as well as any other relevant equitable
                    considerations. The relative fault of the indemnifying party
                    and of the indemnified party shall be determined by
                    reference to, among other things whether the untrue or
                    alleged untrue statements of a material fact or the omission
                    to state a material fact relates to information supplied by
                    the indemnifying party or by the indemnified party and the
                    parties' relative intent, knowledge, access to information,
                    and opportunity to correct or prevent such statement or
                    omission."

                    "11.5. APPLICABILITY TO IPO. The provisions of Section 11.4
               shall apply to the IPO to the same extent that such provisions
               relate to a registered offering in the United States."

         1.22. Each reference in the Agreement to the Agreement shall mean the
Agreement as amended by the First Amendment, except if a contrary intent is
expressly set forth.

         1.23. Section 13.2 is amended by striking the characters "(a)" and by
adding, immediately after the words "Fax: 310.728.2209," the following:

                    "IF TO FKE:

                    Fox Kids Europe, N.V.
                    Sumatralaan 45, 1217 GP
                    Hilversum, The Netherlands
                    Attention: Chief Executive Officer
                    Fax:  __________________

                    WITH A COPY TO:

                    Fox Kids Europe Limited
                    338 Euston Road
                    London NW1 3AZ.
                    Attention:  General Counsel
                    Fax:  +44 171 554 9086

     2. MISCELLANEOUS. Each of Sections 13.1, 13.3, 13.4, 13.5, 13.6, 13.8,
13.9, 13.10, 13.11 and 13.14 of the Agreement is hereby incorporated herein, but
with each reference therein to the Agreement stricken and a reference to this
Amendment inserted in its place.


                                  EX-10.3 - 12
<PAGE>


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

                         FKE

                         FOX KIDS EUROPE B.V.

                         By   /S/ YNON KREIZ
                              -----------------------------------
                         Its:
                              -----------------------------------



                         COMPANY

                         FOX KIDS EUROPE HOLDINGS, INC.

                         By   /S/ KATE TRINDER
                              -----------------------------------
                         Its:
                              -----------------------------------



                         PURCHASER

                         FOX BROADCASTING COMPANY

                         By  /S/ JAY ITKOWITZ
                              -----------------------------------
                         Its:
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                                  EX-10.3 - 13