JOINT VENTURE AGREEMENT
1. Quelle Schickedanz AG & Co. with its seat in Furth, Germany (hereinafter referred to as "Quelle") and
2. Home Shopping Network Inc. with its seat in St. Petersburg, Florida, United States of America (hereinafter
referred to as "HSN Inc."),
3. Home Shopping Network GmbH i.Gr. with its seat in Frankfurt am Main, Germany (hereinafter referred to as
"HSN GmbH") (together with HSN Inc. jointly referred to as "HSN").
4. Thomas Kirch, (hereinafter referred to as "Kirch")
5. Dr. Georg Jakob Kofler, (hereinafter referred to as "Kofler")
Quelle, HSN, Kirch and Kofler are occasionally referred to as "Shareholders" or "Parties".
A. In April, 1995, Pro7 Television GmbH and Quelle have agreed to cooperate in the area of teleshopping in the
form of the joint venture company H.O.T. Home Order Television GmbH & Co. KG, Unterfohring -- hereinafter
referred to as "HOT-KG" -- and its general partner H.O.T. Home Order Television Verwaltungs GmbH,
Unterfohring -- hereafter referred to as "HOT-GmbH". HOT-KG and HOT-GmbH are occasionally also
referred to hereafter as "HOT Companies".
In December, 1995, Pro 7 Television GmbH was released from certain duties under the said cooperation
agreement. At that time, Pro 7 Television GmbH divided its share in HOT-GmbH into two shares and transferred
them to Kirch and Kofler. Also, Pro 7 Television GmbH transferred its interests in HOT-KG to Kirch and
Kofler, who joined into the joint venture cooperation agreement described above.
Now, HSN, Quelle, Kirch and Kofler have agreed that HSN will join the HOT Companies pursuant to the
provisions of the Purchase and Sale Agreement of the same day and the Articles of Incorporation attached as
Exhibit 5.2.1 thereto -- hereafter referred to as Articles of Incorporation" -- for HOT-GmbH and the Partnership
Agreement for HOT-KG attached as Exhibit 5.1.1 thereto -- hereafter referred to as Partnership Agreement" --
as well as the Rules of Procedure for the General Ma