LIST OF INDEMNITEES



     The attached Form of indemnification agreement has been or will be entered

into by and between Fox Family Worldwide, Inc. and the following persons, each

an "indemnitee."



     1.  Haim Saban



     2.  Mel Woods



     3.  K. Rupert Murdoch



     4.  Chase Carey



     5.  Matt Krane



     6.  Jeff Shell



     7.  Mark Ittner



<PAGE>



                           INDEMNIFICATION AGREEMENT



     This Indemnification Agreement ("Agreement") is made as of this ___ day of

_______, ____, by and between FOX FAMILY WORLDWIDE, INC., a Delaware corporation

(the "Company"), and ___________________ ("Indemnitee").





                                   RECITALS



     A.  The Company and Indemnitee recognize the increasing difficulty in

obtaining liability insurance for directors, officers, employees and agents, the

significant increases in the cost of such insurance and the general reductions

in the coverage of such insurance.



     B.  The Company and Indemnitee further recognize the substantial increase

in corporate litigation in general, subjecting directors, officers, employees,

and agents to expensive litigation risk at the same time that the availability

and coverage of liability insurance has been severely limited.



     C.  Indemnitee does not regard the current protection available as adequate

under the present circumstances, and Indemnitee and other directors, officers,

employers and agents of the Company may not be willing to continue to serve as

directors, officers, employees and agents without additional protection.



     D.  The Company desires to attract and retain the services of highly

qualified individuals, such as Indemnitee, to serve as directors, officers,

employees and agents of the Company and to indemnify its directors, officers,

employees and agents so as to provide them with the maximum protection permitted

by law.





                                   AGREEMENT



     The Company and Indemnitee hereby agree as follows:



     1.  AGREEMENT TO SERVE. Indemnitee agrees to serve and/or continue to serve

the Company, at the Company's will (or under separate written agreement approved

by the Board of Directors of the Company, if such agreement exists), in the

capacity Indemnitee currently serves the Company, as long as Indemnitee is duly

appointed or elected and qualified in accordance with the applicable provisions

of the Bylaws of the Company or any subsidiary of the Company or (subject to any

employment agreement between Indemnitee and the Company) until such time as

Indemnitee tenders a written resignation or is removed in accordance with the

Bylaws; provided, however, that nothing contained in this Agreement is intended

        --------  -------

to or shall create any right (express or implied) to continued employment by

Indemnitee.



     2.  INDEMNIFICATION.



         (a) THIRD PARTY PROCEEDINGS. The Company shall indemnify Indemnitee if

Indemnitee is or was a party or is threatened to be made a party to any

threatened, pending or completed action, suit or proceeding, whether civil,

criminal, administrative or investigative (other than an action by or in the

right of the Company) by reason of the fact that Indemnitee is or was a

director, officer, employee or agent of the Company, or any subsidiary of the

Company, by reason of any action or inaction on the part of Indemnitee while a

director, officer, employee or agent, or by reason of the fact that Indemnitee

is or was serving at the request of the

<PAGE>



 Company as a director, officer, employee or agent of another corporation,

partnership, joint venture, trust or other enterprise, against expenses

(including, without limitation, attorneys' fees, disbursements and retainers,

accounting and witness fees, travel and deposition costs, and expenses of

investigations), judgments, fines and amounts paid in settlement (if such

settlement is approved in advance by the Company) actually and reasonably

incurred by Indemnitee in connection with such action, suit or proceeding if

Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to

be in or not opposed to the best interests of the Company, and, with respect to

any criminal action or proceeding, had no reasonable cause to believe

Imdemnitee's conduct was unlawful. The termination of any action, suit or

proceeding by judgment, order, settlement, conviction, or upon a plea of nolo

                                                                         ----

contendere or its equivalent, shall not, of itself, create a presumption that

----------

Indemnitee did not act in good faith and in a manner which Indemnitee reasonably

believed to be in or not opposed to the best interests of the Company, and, with

respect to any criminal action or proceeding, had reasonable cause to believe

that Indemnitee's conduct was unlawful.



     (b) PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY. The Company shall

indemnify Indemnitee if Indemnitee was or is a party or is threatened to be made

a party to any threatened, pending or completed action or suit by or in the

right of the Company or any subsidiary of the Company to procure a judgment in

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