1 EXHIBIT 10.36 DATE 12th December 1996 (1) HOME SHOPPING NETWORK INC. (2) JUPITER SHOP CHANNEL CO;.LTD --------------------------------------------- SERVICES AND TRADEMARK LICENCE AGREEMENT --------------------------------------------- THIS SERVICES...

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                                                                   EXHIBIT 10.36

                           DATE 12th December 1996





                       (1)     HOME SHOPPING NETWORK INC.

                       (2)     JUPITER SHOP CHANNEL CO;.LTD





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                  SERVICES AND TRADEMARK LICENCE AGREEMENT
               ---------------------------------------------




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THIS SERVICES AND TRADEMARK LICENCE AGREEMENT is made the 12th day of December
1996.

BETWEEN:-

(1)      HOME SHOPPING NETWORK INC. a company incorporated in the State of
         Delaware United States of America whose principal place of business is
         at 0000 000xx Xxxxxx Xxxxx, Xx. Xxxxxxxxxx, Xxxxxxx 00000, XXX
         ("HSN").

(2)      JUPITER SHOP CHANNEL CO;.LTD a company incorporated in Japan whose
         principal place of business is at Tokyo Opera City Tower 00X, 00-0
         0-xxxxx, XxxxxXxxxxxxx, Xxxxxxxx-xx, Xxxxx 000-00 Xxxxx ("the
         Company").

WHEREAS:-

(1)      HSN owns thirty per cent (30%) of the Shares.

(2)      HSN has agreed to provide the Services and support to the Company as
         provided in this Agreement.

NOW IT IS HEREBY AGREED as follows:-

1.       DEFINITIONS

         In this Agreement and the recitals hereto the following words and
         expressions shall save as otherwise specifically provided have the
         following meanings:

         "APPLICABLE LAW": with respect to a Party, any domestic or foreign,
         federal, state or local statute, law, ordinance, rule, administrative
         interpretation, regulation, order, writ, injunction, directive,
         judgement, decree or other requirement of any Governmental Authority
         applicable to such Party or its properties, business or assets;

         "BUSINESS": the Business as defined in the Shareholders Agreement;

         "FEES": those fees as referred to in Clause 4;

         "HSN PRIVATE LABEL TRADEMARK": the trademarks for which registration
         applications have been or may in the future be filed and/or for which
         common law rights have been or may in the future be established
         through use belonging to HSN or any of its subsidiaries which relate
         solely to HSN's private label products with the exception of those
         relating to HSN's private label products with the brand label "Essence
         of Time";

         "HSN TRADEMARKS": the trademarks (including Home Shopping, Home
         Shopping Network and The Home Shopping Network) registered or for
         which applications have been or may in the future be filed and/or for
         which common law rights have been or may in the future be established
         through use belonging to HSN excluding the HSN Private Label
         Trademarks;

         "PARTY" or "PARTIES": a party or the parties to this Agreement;




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         "SERVICES": the services to be provided by HSN to the Company as set
         out in Clause 2;

         "SHAREHOLDER": a holder of Shares;

         "SHAREHOLDERS AGREEMENT":  the Shareholders Agreement dated
                                                                     --------   
         and made between Jupiter Programming Co., Ltd(l), HSN(2) and the 
         Company(3);

         "SHARES": ordinary shares of the Company;

         "TERRITORY": the country of Japan;

         "TRADEMARKS": the HSN Trademarks and the HSN Private Label Trademarks
         together.

2.       HSN SERVICES

         HSN shall provide the Services for the duration of this Agreement
         (including any renewal of it whether in full or on some other basis)
         exclusively to the Company in the Territory as follows:

2.1      HSN shall at all times (and at no cost to the Company):

         2.1.1   provide to the Company photos or samples of products as and
                 when available;

         2.1.2   inform the Company of on-going marketing trends identified in
                 its customers by item by season and by general market
                 segments;

         2.1.3   provide to the Company either at HSN's principal place of
                 business or in a manner as may be agreed between HSN and the
                 Company lists of its best selling products, and the following
                 information with respect to those products:

                 (a)       product description, specifications and background
                           information;

                 (b)       selling price(s) and product cost;

                 (c)       time of day airings;

                 (d)       frequency of airings;

                 (e)       return rates;

                 (f)       quantities of the products sold;

                 (g)       whether the product attracted new buyers or repeat
                           buyers;

                 (h)       sales of units per minute; and

                 (i)       gross profit per minute.




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2.2      HSN will use all reasonable endeavours to:

         2.2.1   obtain for the Company access to all HSN products (including
                 obtaining product rights for the Territory when HSN purchases
                 new products from its various vendors).

         2.2.2   provide that the Company shall have access to the lesser of 15%
                 of an item's SKUs or 500 units per SKU of HSN's inventory, HSN
                 will provide such merchandise at HSN's cost for the particular
                 product.  HSN and the Company expect that products that are
                 subject to check fallout will also be available for allocation
                 to the Company.

2.3      Without prejudice to HSN's obligations hereunder, the Company will be
         permitted to have one of its employees located at HSN to help with the
         flow of information and communication between HSN and the Company.
         The Company will take reasonable steps to ensure that the information
         is kept confidential and that persons with access to such information
         will be limited.

2.4      HSN and the Company will work together to minimize, wherever possible,
         shipping costs to the Territory.  The Company will undertake its own
         quality control in the Territory unless HSN does on site inspections
         at the point of shipment or has already performed this function.  HSN
         will be reimbursed for any reasonable incremental costs that it may
         properly incur for quality control inspections on behalf of the
         Company.

2.5      HSN will use all reasonable endeavours to encourage its vendors to
         offer identical pricing and terms to the Company to those that HSN
         receives and to assist the Company in refining and/or altering
         products to meet the marketing needs of the Territory.

2.6      Any products that are identified for liquidation by HSN will be made
         available by HSN to the Company at HSN's liquidation value.

2.7      For all products that HSN is buying for its own purposes, all contacts
         with vendors should be through HSN.  HSN will use all reasonable
         endeavours (having regard to the circumstances) to ensure that the
         vendors provide the Company with similar quantities, prices, product
         information, and specifications to those that are made available to
         HSN.  HSN and the Company will use their mutual discretion in
         addressing unusual issues.

2.8      HSN will use all reasonable endeavours to ensure that products
         requested to be tested and aired by the Company will receive a fair
         airing on HSN in the hours between 10 a.m. and midnight.  HSN will air
         for the Company a minimum of five products per month that the Company
         identifies it wants aired.  In addition, products in excess of five
         items per month may be aired by HSN based on the desirability of the
         product from HSN's perspective.  Any product of the Company to be aired
         must reasonably satisfy basic standard HSN product requirements (for
         example quality assurance approval, regulatory compliance).

2.9      HSN will allow the Company to broadcast 3-hour remote programs from
         the HSN campus twice per year at times requested by the Company.  HSN
         will determine




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         whether the program should be simultaneously broadcast on one or more
         of HSN's programming services.  The Company will reimburse HSN for
         any reasonable incremental costs that HSN may properly incur in
         respect of this broadcast.

2.10     With regard to HSN employees:

         (a)     The Company shall remains HSN for its reasonable out of pocket
                 expenses (e.g., travel, hotel, food) incurred in coming to the
                 Territory in connection with the Services so long as they have
                 been approved by the Company before they are incurred;

         (b)     HSN will provide full time two HSN employees dedicated to the
                 Company at no cost to Company.  Such employees may be hired
                 specifically for these positions, subject to the approval of
                 Company, whose approval shall not be unreasonably withheld;

         (c)     All communication between the Company and HSN will generally
                 be coordinated through the two HSN dedicated employees for day
                 to day operational matters and through HSN offices for other
                 general operational matters.  Any communication relating to the
                 Company and its business in Japan will be coordinated by and
                 through the Company;

         (d)     The Company will reimburse preapproved reasonable and proper
                 expenses, including salaries, relating to extended assistance
                 requested by the Company from other HSN employees other than
                 the two dedicated HSN employees.  Extended assistance means 12
                 days of work, excluding travel days, in any 6 month period;

         (e)     The timing of requests by the Company for assistance from
                 other HSN employees is subject to mutual agreement of the
                 Parties; and

         (f)     Neither Shareholder will hire employees of the other
                 Shareholder.

2.11     With regard to shipping any products direct from the United States of
         America to Japanese consumers in the Territory:

         (a)     HSN will be given reasonable notice;

         (b)     Assistance given by HSN must be during times reasonably
                 acceptable to HSN;

         (c)     The volume of shipments must be approved by HSN (not to be
                 unreasonably withheld) so as not to interfere with HSN's
                 ongoing operations;

         (d)     The Company must provide shipping labels to HSN unless
                 otherwise agreed;

         (e)     HSN will use a carrier designated by the Company and
                 reasonably acceptable to HSN and the Company shall be
                 responsible for payment, delivery, and all other matters
                 directly related thereto; and




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         (f)    Any reasonable incremental costs properly incurred by HSN for
                such services will be paid by the Company within 30 days of the
                Company receiving an acceptable invoice from HSN.

2.12     HSN will use all reasonable endeavours to secure all on-air rights for
         products and related materials for the Territory.  If HSN has these
         rights, it will provide these to the Company at no cost to the
         Company.  In addition, HSN will provide at no cost to the Company, all
         audio, music, graphics, product B-roll, animated show opens, show
         titles, logos, and promotional materials that HSN has from time to
         time.  Videos will be provided as and when agreed between HSN and the
         Company.

2.13     HSN will provide to the Company at no cost to the Company access to
         any promotion, production technology equipment or software that HSN
         owns so long as the technology access relates to television shopping.
         HSN must own any rights prior to sublicensing any technology to the
         Company.

2.14     The terms of this Clause 2 shall survive termination of the
         Shareholders Agreement and HSN shall continue to comply with such
         terms (irrespective of whether it remains a Shareholder or not) until
         this Agreement expires or terminates pursuant to Clauses 5 or 6.

2.15     HSN hereby agrees to indemnify and hold the Company harmless on demand
         from and against any and all costs, liabilities, obligations, losses,
         damages, penalties, actions, judgments, expenses and disbursements of
         any kind or nature whatsoever in any way relating to or arising out of
         this Clause 2.

2.16     The Company hereby agrees to indemnify and hold HSN harmless on demand
         from and against any and all costs, liabilities, obligations, losses,
         damages, penalties, actions, judgments, expenses and disbursements of
         any kind or nature whatsoever, which HSN suffers as a result of a
         default by the Company in complying with its direct contractual
         obligations to vendors and third party service providers under orders
         for goods and/or services (as appropriate) placed directly by the
         Company, or to customers of the Company in the Territory, provided
         that this Clause 2.16 shall not apply where HSN also has a contractual
         relationship with such vendor, third party service provider or
         customer and has not complied in full with its obligations to that
         vendor, third party service provider or customer or where HSN's actions
         or failure to act have caused or contributed to the Company's default.

2.17     Without prejudice to HSN's obligation to provide the Services, the
         Company shall:

         (a)   communicate its product selection to HSN promptly;

         (b)   where it has any communication with HSN's vendors, communicate
               in a professional manner, provided that this Subclause shall not
               apply to a vendor with whom the Company is in dispute;

         (c)   notify HSN promptly of any problems it encounters with the
               performance by HSN of HSN's obligations under this Clause 2
               (and for this purpose HSN shall inform the Company of the person
               or persons at HSN to whom such matters should be addressed and
               will keep the Company informed of any change); and





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         (d)     not intentionally do anything to frustrate the due performance
                 by HSN of its obligations under this Clause 2.

3.       NAMES, LOGOS AND TRADEMARKS

3.1      So far as it proves necessary the Company grants HSN the right subject
         to the Company's prior approval to use the appropriate names and logos
         of the Company which the Company may designate as being appropriate
         for HSN carrying out the Services subject to HSN complying with any
         guidelines and conditions imposed by the Company relating to such use.

3.2      Clauses 3.4, 3.5 and 3.7 shall apply for the purposes of Clause 3.1 as
         if references to the Company therein were to HSN and vice versa and
         references to the HSN Trademarks were to the names and logos of the
         Company as referred to in Clause 3.1.

3.3      In consideration of the Company agreeing to pay the Fees to HSN, HSN
         hereby grants, to the Company for the duration of this Agreement
         (including any renewal of it whether in full or on some other basis)
         as follows:

         (a)     the Company shall have a nontransferable, exclusive licence to
                 use the HSN Trademarks in the Territory in connection with the
                 Business;

         (b)     the Company shall have a nontransferable licence to use the
                 HSN Private Label Trademarks in the Territory in connection
                 with selling HSN's private label products in connection with
                 the Business, which licence shall be exclusive to the Company
                 except to the extent that a licence or licences or other right
                 to use the HSN Private Label Trademarks has been granted to
                 the infomercial joint venture company established by the
                 Parties and others; and

         (c)     HSN hereby reserves all rights to the Trademarks, except as
                 specifically granted herein to the Company, and HSN may
                 exercise such reserved rights at any time.

3.4      Ownership of Trademarks
         The Company acknowledges and agrees that:

         (a)     HSN is and shall at all times remain the exclusive owner of
                 the Trademarks;

         (b)     it will not act inconsistently with HSN's ownership interests;

         (c)     nothing in this Agreement shall give the Company any right,
                 title or interest in the Trademarks other than the right to use
                 the Trademarks on the terms of this Agreement;

         (d)     it will not attack the validity of HSN's ownership of the
                 Trademarks;

         (e)     any goodwill arising solely out of the Company's direct use of
                 the Trademarks shall inure to the benefit of HSN;




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         (f)     it shall not register (directly or indirectly) any trademark,
                 trade name or logo identical or substantially similar to any
                 Trademark. Any registration effected in contravention of this
                 subclause shall be deemed conclusively to have been effected 
                 on behalf of HSN and upon request shall be transferred to HSN;

         (g)     the nature and quality of all services rendered in conjunction
                 with the Trademarks shall conform to reasonable quality and
                 usage standards set by HSN;

         (h)     it shall not use the Trademarks in connection with
                 prescriptions, medications, or pornographic materials without
                 the prior consent of HSN;

         (i)     it shall at HSN's request submit samples of materials
                 containing the HSN Trademarks to enable HSN to confirm that
                 the Company's services conform to HSN's quality standards. Upon
                 written notice from HSN, the Company shall take such steps as
                 are reasonably necessary and which do not unreasonably delay
                 or otherwise interfere with the Company carrying on the
                 Business in the ordinary course to bring all services into
                 conformance with HSN's quality standards; and

        (j)      it will use the Trademarks in compliance with Applicable Law,
                 and

        (k)      it will use the Trademarks in a form approved by HSN (such
                 approval not to be unreasonably withheld or delayed).  Any
                 requirement imposed by HSN as a condition of their approval
                 shall be limited to matters necessary to ensure that the
                 Company's use of the Trademarks complies with this Clause 3.4
                 and shall not be such as to cause any unreasonable
                 interference or delay with the Company carrying on the
                 Business in the ordinary course.

3.5     Infringement

        (a)     The Company agrees to notify HSN Of.

                (i)      any unauthorized use or practice of the Trademarks by
                         third parties as soon as practical after discovery by
                         the Company of such third party use or practice;

                (ii)     any legal action or claim alleging a violation of any
                         of the Trademarks filed, threatened, or asserted
                         against the Company; and

                (iii)    any other act, matter or thing that has occurred or may
                         occur in connection with the licence that the Company
                         has knowledge of and that may adversely affect the
                         interests of HSN in the Trademarks.

       (b)      HSN shall have the right and discretion to bring, control, and
                compromise proceedings involving the Trademarks.  HSN shall bear
                all costs of any such action and any damages or other relief
                obtained by HSN as a result of such claim shall be retained
                solely by HSN except to the extent that such damages are awarded
                in respect of the loss incurred by the Company.





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3.6    HSN shall use its best endeavors to secure for the benefit of the Company
       rights to use the trademark and trade name rights of vendors and third
       party service providers.

3.7    Termination

       Except as otherwise provided herein, upon termination or expiration of 
       this Agreement, the Company will:

       (a)      discontinue all use of the HSN Trademarks;

       (b)      cooperate where necessary with HSN to cancel records of the
                licences from all government records;

       (c)      where practical destroy any retained printed or visual
                materials in its possession which include a portion of the HSN
                Trademarks; and

       (d)      perform any act or execute any instrument reasonably necessary
                to vest in HSN all right, title and interest in and to the
                Trademarks and all goodwill associated therewith in the form
                reasonably requested by HSN

4.     FEES

4.1    Subject to HSN complying with its obligations in this Agreement and to
       Clauses 5 and 6 the Company agrees to pay to HSN from the date of this
       Agreement an all inclusive fee of twelve (12) instalments of Yen Thirty
       seven million five hundred thousand (Y37,500,000) each in arrears with
       the first payment due on the date being six (6) months after the date of
       this Agreement and each subsequent payment due on the date six months
       thereafter up to a total maximum amount of Yen Four Hundred and fifty
       million (Y450,000,000),

       which without limitation shall include:

       (i)     all fees, expenses and other costs of any nature whatsoever
               incurred by HSN in providing the Services with the exception
               of payments under Clauses 2.9, 2.10 (a) and 2.10 (d); and


       (ii)    any taxes payable by HSN in respect of any of its obligations
               under this Agreement or in respect of any costs, fees and
               expenses incurred by HSN in connection with this Agreement.

4.2    All payments by the Company shall be made net of any deduction for or
       on account of any taxes which the Company is required by Applicable Law
       to deduct.  If such tax or amount in respect of tax must be deducted
       from any amounts payable or paid by the Company under this Agreement,
       the Company shall supply to HSN a tax credit, voucher or other receipt
       evidencing the deduction.

5.     TERM

       This Agreement shall continue in full force and effect (unless 
       terminated pursuant to Clause 6 hereof) for a period of six (6) years
       from the date hereof (unless the Parties have agreed by the expiry
       of the fifth (5th) year from the date hereof that the





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         Agreement will continue for a longer period either in full or on some
         other basis) or if earlier until the Company ceases trading for
         whatever reason whereupon this Agreement will automatically terminate
         with neither Party having a claim against the other save for any
         breach by a Party prior to the date of termination.

6.       DEFAULT

6.1      Either Party may (without prejudice to its other rights and remedies)
         by notice in writing to the other Party terminate this Agreement at
         any time during the term of this Agreement if the other Party shall:

         6.1.1   have committed any material breach of any of its obligations
                 hereunder and which such other Party shall not have remedied
                 (or taken substantive steps to diligently rectify the same)
                 within fifteen (15) days of receipt of written notification
                 thereof, or

         6.1.2   go into receivership or liquidation or some analogous
                 procedure,

         whereupon this Agreement win automatically terminate with neither
         Party having a claim against the other save for any breach by a Party
         prior to the date of termination.

6.2      Without prejudice to the rights of the Company under Clause 6.1 if HSN
         shall commit a breach of any provision of this Agreement in
         circumstances where there is a persistent lack of performance by HSN
         and/or where HSN fails to provide products or any of the Services to
         the Company on a timely basis or where the performance by HSN of its
         obligations under this Agreement is in the Company's opinion in any
         other way unsatisfactory then HSN shall, at its own cost, promptly
         make arrangements to rectify the problem in the manner requested by
         and satisfactory to the Company as dictated by the circumstances
         (e.g., provide for another shipment of the product by expedited
         transportation or by substitution of another substantially similar
         type of product for sale by the Company) and the Parties recognize
         that facts and circumstances surrounding each breach may vary but the
         Parties agree the following:

                 (i)      HSN shall be responsible for paying all additional
                          costs that may be incurred by it or the Company,

                 (ii)     The Company may at any time in its discretion suspend
                          payment of the Fees (or such proportion that the
                          Company considers appropriate);

                 (iii)    HSN shall also provide commercial remedies to the
                          Company similar to those that it provides to its
                          vendors or seeks from its vendors in the normal
                          course of its business;

                 (iv)     In the event that (other than set out in this
                          Agreement) a remedy to the particular issue cannot be
                          agreed within a fifteen (15) days of the issue
                          arising, then the Presidents of HSN and the Company
                          (or an authorized person designated by such
                          Presidents) will attempt to negotiate a mutually
                          acceptable agreement.  In the event that no such
                          agreement can be reached within a further period of
                          ten (10) days then the Parties agree that the
                          arbitration provisions set forth in Clause 13.2 shall
                          be




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                          applicable with instructions to the arbitrators that
                          the panel may award the Company in its sole judgement
                          and discretion any form of monetary penalty which it
                          deems appropriate.

7.       REPRESENTATIONS AND WARRANTIES

7.1      Each of the Parties hereto represents warrants and undertakes to each
         other that:

         (a)   it is a company duly incorporated and validly existing in all
               respects under the laws of the jurisdiction of its incorporation
               with full power and authority to own its assets and to carry on
               its business as it is now being conducted and no action has been
               taken or threatened (whether by it or any third party) for or
               with a view to its or their liquidation, receivership or
               analogous process; and

         (b)   so far as it is aware having made reasonable enquiry no
               litigation or administrative or arbitration proceedings before
               or of any court, judicial, administrative or governmental
               authority, arbitrator(s) or other body is taking place, pending
               or threatened against it or against any of their respective
               assets which might have a material adverse effect on its
               business, assets, condition or operations taken as a whole, or
               might adversely affect its ability duly and punctually to
               perform and observe all its obligations hereunder.

8.       INVALIDITY

         Should any provision of this Agreement be or become ineffective for
         reasons beyond the control of the Parties, the Parties shall use
         reasonable efforts to agree upon a new provision which shall as nearly
         as possible have the same commercial effect as the ineffective
         provision.

9.       FORCE MAJEURE

9.1      On the occurrence of an event which would render compliance by a Party
         of its obligations under this Agreement:

         (a)     illegal according to the law of any jurisdiction in which it
                 is resident or incorporated or of the country in which
                 performance of the obligation is to take place; or

         (b)     otherwise impossible to perform;

         and that event is also outside of that Partys control, its relevant
         obligations under this Agreement shall be suspended indefinitely until
         performance by that Party is no longer illegal or impossible (as the
         case may be), at which time that Party's obligations under this
         Agreement shall resume in full force and effect.

9.2      If the suspension under Clause 9.1 continues for a period of six (6)
         months or longer, either Party shall have the right to terminate this
         Agreement upon written notice to the other.




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9.3      The Party whose obligations are so suspended shall not be liable to
         the other Party for any breach of this Agreement resulting from its
         failure to perform those relevant obligations during the period of
         suspension.

10.      COSTS

         Each of the Parties hereto shall pay its own costs, charges and
         expenses connected with the preparation and implementation of this
         Agreement and the transactions contemplated by it.



11.      NOTICES

         Any notice or other communication given or made under this Agreement
         shall be in writing in English and, without prejudice to the validity
         of any other method of service, may be delivered via facsimile or
         personally or by courier addressed as follows:

         (a)   If to the Company:
               Jupiter Shop Channel Co;. Ltd.
               Tokyo Opera City Tower 35F
               20-2, Nishi-Shinjuku 3-chome
               Xxxxxxxx-xx
               Xxxxx 000-00
               Xxxxx
               Attention: President
               Fax: 00-0-0000-0000

         (b)   If to HSN:
               0000 000xx Xxxxxx Xxxxx, Xx. Xxxxxxxxxx
               Xxxxxxx 00000
               X.X.X.
               Attention: President
               Fax: 000-000-0000

         or to such other address or facsimile number as the relevant addressee
         may hereafter by notice hereunder substitute.

12.      GOVERNING LAW

         This Agreement shall be governed by and construed in accordance with
         the laws of Japan.

13.      DISPUTES

13.1     Other than as provided in Clause 6.2, in the event of a disagreement
         among the Parties, including a disagreement regarding this Agreement,
         or any breach thereof, each Party will use its best efforts to resolve
         such disagreement amicably and where applicable the Party in breach
         shall promptly take all reasonable steps to remedy such breach. If, at
         the end of fifteen(15) days from the occurrence of such disagreement
         or breach, no resolution has been reached the President of each Party
         or an authorized person designated by the President of each Party will
         meet to resolve the matter.  If they, too,




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           are unable to reach a mutually agreeable resolution within thirty    
           (30) days of the matter being referred to them, the matter will be   
           arbitrated in accordance with Clause 13.2.                           
                                                                                
13.2       Any and all disputes with respect to which such authorized persons   
           failed to reach a mutually agreeable resolution shall be finally     
           settled by arbitration conducted in London under UNCITRAL Arbitration
           Rules by three (3) arbitrators (none of whom shall be Japanese or US 
           citizens) in the English language.  The award shall be final and
           binding upon the Parties.                                            

14.        ENTIRE AGREEMENT

           This Agreement replaces, supersedes and cancels all other previous
           and contemporaneous arrangements, understandings, representations or
           agreements between the Parties either oral or written with respect
           to the subject matter of this Agreement and expresses and constitutes
           the entire agreement between the Parties.

15.        NO PARTNERSHIP/AGENCY

           Nothing herein contained shall be construed or deemed to constitute a
           partnership or joint venture between the Parties and save as
           expressly herein provided no Party shall hold itself out as the
           agent of the other.

16.        SURVIVAL OF PROVISIONS

           The expiry or earlier termination of this Agreement shall not
           operate to terminate any provisions which are expressed to continue
           in force thereafter.

17.        EXECUTION

           This Agreement may be executed in counterparts (which may be
           exchanged by facsimile transmissions) each of which shall be an
           original and which together shall constitute one document.  Without
           prejudice to the foregoing, if this Agreement shall initially be
           exchanged by facsimile transmissions as aforesaid the Parties shall
           as soon as reasonably possible thereafter arrange for the signature
           and exchange of original signed copies of this Agreement.

18.        NO ASSIGNMENT

           No Party may assign its rights under this Agreement.

19.        WAIVERS, REMEDIES CUMULATIVE, AMENDMENTS, ETC.

19.1       No failure or delay by any of the Parties in exercising any right,
           power or privilege under this Agreement shall operate as a waiver
           thereof nor shall any single or partial exercise by any of the
           Parties of any right, power or privilege preclude any further
           exercise thereof or the exercise of any other right, power or
           privilege.

19.2       The rights and remedies herein provided are cumulative and not
           exclusive of any rights and remedies provided by law.




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19.3       No provision of this Agreement may be amended, modified, waived,
           discharged or terminated, otherwise than by the express written
           agreement of the Parties nor may any breach of any provision of this
           Agreement be waived or discharged except with the express written
           consent of the Parties not in breach.

20.        ENGLISH LANGUAGE

           Where, this or any other English language agreement between the
           Parties or referred to herein is translated into Japanese for the
           convenience of the Parties or some of them the English language
           version hereof/thereof shall for all purposes be deemed to be the
           definitive and binding version thereof.
  
           IN WITNESS WHEREOF the Parties hereto have executed this Agreement on
           the date first written above.


 
           HOME SHOPPING NETWORK INC.,


           By its duly authorized executive officer

           Name:  /s/ Xxxxxxx X.X. XxXxxxxx
                -------------------------------------

           Title: President
                 ------------------------------------

           JUPITER SHOP CHANNEL CO;. LTD.


           By its duly authorised executive officer

           Name:  /s/
                -------------------------------------

           Title: President
                 ------------------------------------




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