EXHIBIT F
(Exhibit A to Shareholders Agreement)
NATIONAL MEDIA CORPORATION
IRREVOCABLE PROXY
The undersigned hereby grants to Temporary Media Co., LLC, a Delaware
limited liability company ("TMC"), an irrevocable proxy, with full power of
substitution, to vote, or to execute and deliver written consents or
otherwise act with respect to, all shares of capital stock (the "Stock") of
National Media Corporation ("NMC") now owned or hereafter acquired by the
undersigned as fully, to the same extent and with the same effect as the
undersigned might or could do under any applicable laws or regulations
governing the rights and powers of stockholders of a Delaware corporation in
connection with the election of directors of NMC. The undersigned hereby
affirms that this proxy is given as a condition of that certain Shareholders
Agreement dated as of October 23, 1998, between the undersigned, NMC, TMC and
others and as such is coupled with an interest and is irrevocable. This
proxy shall expire at 5:00 p.m. Pacific Time on October 26, 1999. All
proxies heretofore given are hereby revoked. Neither the death nor
incapacity of the undersigned nor any transfer or assignment of any Stock
shall cause a revocation of this proxy.
THIS PROXY SHALL REMAIN IN FULL FORCE AND EFFECT AND BE ENFORCEABLE
AGAINST ANY DONEE, TRANSFEREE OR ASSIGNEE OF THE STOCK.
Dated this 23rd day of October, 1998.
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(Signature of Stockholder)
