Lynnda Speer, Donor, et al. - Page 9

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          programs on a national format.4  Mr. Speer owned 60 percent of              
          the stock of HSN and was the chief executive officer and the                
          chairman of the board of directors of HSN from the time it was              
          founded until he sold his stock in February 1993.  Mr. Paxson               
          owned the remaining 40 percent of the stock and was the president           
          of HSN.                                                                     
               On March 28, 1985, HSN entered into an agreement with Modern           
          Talking Picture Service, Inc., for a 5-hour time segment on                 
          satellite (the Satellite Agreement), which would enable it to               
          broadcast nationally.  The term of the agreement commenced on               
          July 1, 1985.  If HSN failed to broadcast for a period of 10                
          consecutive business days, it would be deemed to have terminated            
          the agreement.                                                              
               On April 15, 1985, the shareholders and directors of HSC               
          held their annual meeting, during which Mr. Speer and Mr. Paxson            
          presented a proposal to expand HSC to a national format by                  
          forming a national group with HSN as a subsidiary.  A majority of           
          the shareholders rejected the proposal, as it required a                    
          significant financial commitment and was perceived as too risky.            
          HSC was beginning to realize profits after having lost money                
          during its first fiscal year of operations.  Instead, the HSC               
          shareholders agreed to authorize HSN to use the trademarks,                 


          4HSN was originally incorporated under the laws of the State                
          of Florida.  Subsequently, in early 1986, HSN organized a wholly            
          owned Delaware subsidiary and merged into it.                               




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