EXECUTED AGREEMENT

                                                                       T70309257



                                AGREEMENT BETWEEN

                              ANDRITA STUDIOS, INC.

                                       AND

                               LORAL SKYNET(R)(1)

                     CONCERNING SKYNET SPACE SEGMENT SERVICE

This  Agreement is made this 20th day of November,  2003 by and between  Andrita
Studios,  Inc., a corporation organized and existing under the laws of the State
of  California,  and having  its place of  business  at 3030  Andrita  St.,  Los
Angeles, CA 90065 (hereinafter referred to as "CUSTOMER", which expression shall
include its successors and permitted  assigns),  and Loral Skynet, a division of
Loral SpaceCom Corporation,  a corporation organized and existing under the laws
of the State of  Delaware,  and having a place of business  at 500 Hills  Drive,
Bedminster,  New  Jersey  07921  (hereinafter  referred  to as  "SKYNET",  which
expression shall include its successors and permitted assigns).

                                   WITNESSETH:

WHEREAS,  SKYNET has satellite capacity available on its Telstar 7 satellite for
the purpose of providing service to customers on such satellite; and

WHEREAS, CUSTOMER desires to obtain C-Band space segment capacity service on the
Telstar 7 satellite;

NOW,  THEREFORE,  CUSTOMER and SKYNET,  in consideration of the mutual covenants
expressed herein, agree as follows:

1.    SKYNET SERVICES

      1.1   SKYNET  offers and CUSTOMER  hereby orders  satellite  space segment
            service  from October 27, 2003  through and  including  December 31,
            2006,  with an option to extend for two (2) additional  years.  Such
            service consists of  Non-Preemptible  C-Band satellite space segment
            capacity, consisting of 18.0 MHz of total

----------
(1)   SKYNET and its logo are registered trademarks of Loral SpaceCom
      Corporation.

                            LORAL SKYNET PROPRIETARY
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            bandwidth allocation (bandwidth and associated power) on a full-time
            basis via the Telstar 7 satellite  (the "Serving  Satellite")  along
            with Telemetry,  Tracking and Control  ("TT&C"),  and maintenance of
            the   satellite   used  to  provide  the  space   segment   capacity
            (collectively, the "Service" or "Services").

      1.2   The  Service is  furnished  to CUSTOMER  subject to this  Agreement,
            including  terms and  conditions  set forth in the General Terms and
            Conditions,  Exhibit A  ("Performance  Parameters"),  and  Exhibit B
            ("Satellite  Access  Procedures")  attached hereto and  incorporated
            herein by reference.

2.    RATES AND TERM OF SERVICE

CUSTOMER  shall pay a monthly rate for the Service as set forth in the following
table:

                                                                Monthly Rate Per
Quantity     Service           Satellite         Term           Space Segment
--------------------------------------------------------------------------------
1 (one)      18.0 MHz          Telstar 7   10/27/03 - 12/31/03  *****
             Non-Preemptible   C-Band

1 (one)      18.0 MHz          Telstar 7   1/1/04 - 12/31/06    *****
             Non-Preemptible   C-Band

3.    SECURITY PAYMENT

      NONE REQUIRED

4.    PAYMENT INSTRUCTIONS

      Payment  information  is  detailed  in  the  payment   instructions  which
      accompany all SKYNET invoices.  To ensure accuracy CUSTOMER should include
      with all payments  its SKYNET  account  number and the invoice  number for
      which payment is being made.

5.    OPTION TO EXTEND

      CUSTOMER has the option to extend Service for two additional years,  under
      the same terms and conditions as expressed herein, with the exception that
      Service  will not be provided at no charge  during the first two months of
      any extended  term. In order to exercise this option  CUSTOMER must notify
      SKYNET, in writing,  no later than the sixty (60) days prior to expiration
      of the current term of service.

6.    NOTICES

      All notices,  demands,  requests,  or other communications which may be or
      are required to be given,  served, or sent by one party to the other party
      pursuant to this Agreement (except as otherwise  specifically  provided in
      this  Agreement)  shall be in writing and shall be  delivered by confirmed
      facsimile,  confirmed  overnight  mail, by hand or mailed by

                            LORAL SKYNET PROPRIETARY

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      first-class,  registered  or certified  mail,  return  receipt  requested,
      postage prepaid, addressed as follows:

              If to CUSTOMER:          Andrita Studios, Inc.
                                       3030 Andrita St.
                                       Los Angeles, CA 90065
                                       Attention: Mr. William Tillson
                                       Phone: 323-344-4610
                                       Facsimile: 323-276-4500

              Billing Contact:         Same as Above

              (ii) If to SKYNET:       Loral Skynet
                                       500 Hills Drive
                                       Bedminster, NJ 07921
                                       Attention: Executive Vice President -
                                       Marketing, Sales and Client Services
                                       Phone: 908-470-2308
                                       Facsimile: 908-470-2459

              Copy to:                 Loral Skynet
                                       500 Hills Drive
                                       Bedminster, NJ 07921
                                       Attention: Director, Contract Management
                                       Phone: 908-470-2375
                                       Facsimile: 908-470-2453

      Either  party  may  designate  by  notice  in  writing  a new  address  or
      addressee,  to which any notice,  demand,  request,  or communication  may
      thereafter be so given, served or sent. Each notice,  demand,  request, or
      communication  shall be deemed  sufficiently given, served or sent for all
      purposes three (3) days after  depositing such notice in the United States
      Mail, or one (1) day after delivery to a nationally  recognized  overnight
      courier for  overnight  delivery if such notice is properly  addressed and
      the  appropriate  fee is prepaid,  and the same day as hand  delivered  or
      faxed with confirmation.

7.    ENTIRE AGREEMENT

      This  Agreement,  along  with  written  documents  incorporated  herein by
      reference,  constitutes the entire  agreement  between CUSTOMER and SKYNET
      relative to the Service,  and this  Agreement  can be altered,  amended or
      revoked  only  by  an   instrument   in  writing   signed  by   authorized
      representatives  of both  CUSTOMER  and SKYNET.  CUSTOMER and SKYNET agree
      hereby  that any  prior or  contemporaneous  oral and  written  agreements
      between and among themselves and their agents and representatives relative
      to the  subject of this  Agreement  are  superseded  and  replaced by this
      Agreement.

                            LORAL SKYNET PROPRIETARY

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      Any provision of this Agreement found to be  unenforceable or invalid by a
      court of  competent  jurisdiction  shall in no way affect the  validity or
      enforceability  of any other  provision  except  that if such  invalid  or
      unenforceable  provision  provided a material  benefit to a party  hereto,
      such  party  shall  have the  right to  terminate  the  Agreement  without
      liability  to the other.  Each party  represents  that it has caused  this
      Agreement  to be executed on its behalf by a  representative  empowered to
      bind that party with respect to the  undertaking or obligations  contained
      herein.

      IN WITNESS WHEREOF, the parties hereto have entered into this Agreement as
      of the day and year  first  above  written,  and  agree to the  terms  and
      conditions set forth herein.

ANDRITA STUDIOS, INC.                       LORAL SKYNET, A DIVISION OF
                                            LORAL SPACECOM CORPORATION


By: /s/ Alexandra Shepard                   By: /s/ Sandra James
   ----------------------                       ----------------

Print:Alexandra Shepard                     Print: Sandra James
      -----------------                           -------------

Title:SVP                                   Title: Director, Contract Management
      ---                                         ------------------------------

Date:11-25-03                               Date: 1 Dec 03
     --------                                    ---------

                            LORAL SKYNET PROPRIETARY

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                                                 Andrita Studios T's & C's FINAL
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                                     GENERAL

                              TERMS AND CONDITIONS
                                     OF THE
                                AGREEMENT BETWEEN
                                    CUSTOMER
                                       AND
                                  LORAL SKYNET
               CONCERNING SKYNET(R) LEASED SPACE SEGMENT CAPACITY
                        FOR TELSTAR CHANNELIZED SERVICES

1.    WARRANTY EXCLUSIONS

SKYNET WARRANTS TO CUSTOMER THAT SKYNET WILL PERFORM THE SERVICES DEFINED HEREIN
IN ACCORDANCE WITH GENERALLY  ACCEPTED INDUSTRY STANDARDS AND IN ACCORDANCE WITH
THE PERFORMANCE  PARAMETERS  ATTACHED HERETO AS EXHIBIT A. SUBJECT TO THE ABOVE,
SKYNET, ITS PARENT, THEIR SUBSIDIARIES AND THEIR AFFILIATES,  SUBCONTRACTORS AND
SUPPLIERS MAKE NO WARRANTY, EXPRESS OR IMPLIED, REGARDING THE PERFORMANCE OF THE
SERVICE,  AND SPECIFICALLY  DISCLAIM ANY WARRANTY OF  MERCHANTABILITY OR FITNESS
FOR A PARTICULAR PURPOSE.

2.    PAYMENT OF CHARGES

Service  charges begin on the first day Service starts  pursuant to Section 1 of
the Service  Description  (SKYNET  SERVICES)  and continue  through the last day
Service is provided.  For Partial-month  Service,  SKYNET calculates daily rates
using a thirty (30) day month and bills  customers in one (1) day increments for
each day  Service is  provided.  If Service  is  provided  for any part of a day
(beginning  and  ending as  determined  by Eastern  Standard / Daylight  Savings
Time), a full day's payment will be charged.  Service  charges are billed to the
CUSTOMER  before or during  the first  week of each  month in which  Service  is
provided to the  CUSTOMER or as soon as is  practicable  following  the start of
Service in the event Service begins at some time other than the first day of the
month.  Payment  for  Service is due from  CUSTOMER  to SKYNET as  specified  on
SKYNET's invoices. For a full calendar month of Service, payment is due no later
than the first day of the  following  month.  Service  may be  discontinued  for
nonpayment  of a bill fifteen (15) days beyond notice from SKYNET to CUSTOMER of
payment  past due. All payments by CUSTOMER to SKYNET shall be: (i) made in U.S.
dollars,  and (ii) shall be considered  paid upon receipt of collected  funds by
SKYNET.  Any and all  fees  associated  with  the  payment  of the  bill are the
responsibility of the CUSTOMER.

Form TC/SR-04                                                     Rev. G 8/04/03

----------------------------------------------------------------------------
SKYNET and its logo are registered trademarks of Loral SpaceCom Corporation.

                            LORAL SKYNET PROPRIETARY

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      2.1   SECURITY PAYMENT

To safeguard  its  interests,  SKYNET may require  customers to remit a security
payment. The amount of the security payment and the date due are as specified in
Section 3 of the Service Description (SECURITY PAYMENT). During the term of this
Agreement,  additional security payment may be required, at SKYNET's discretion,
based on CUSTOMER's  payment history and/or  increases in the amount of capacity
provided under this Agreement.  In the event SKYNET requires additional security
payment, the amount of such additional security payment shall be due and payable
on or before the date  specified  on the  invoice for such  additional  security
payment.  Remittance  of  security  payment  does not  relieve  CUSTOMER  of the
responsibility for the prompt payment of bills upon  presentation.  All security
payments  paid  pursuant to this  Agreement  will be held as a guarantee for the
payment of any and all charges due  hereunder and shall be applied to customer's
final bill(s).  Any security  payment  remaining after such  application will be
refunded  to  CUSTOMER  upon  the  expiration  or  earlier  termination  of this
Agreement.  Failure  to remit a required  security  payment,  including  but not
limited to any additional  security deposit required after the effective date of
this Agreement, in a timely manner shall be considered a material breach of this
Agreement.

3.    INTEREST ON LATE PAYMENTS

Any late payments by CUSTOMER of amounts due and payable  hereunder  (including,
but not limited to, specified payments,  damages, and indemnification) to SKYNET
shall be with interest at the rate of eighteen  percent (18%) per annum,  or the
highest  legally  permissible  rate of  interest,  whichever  is lower,  and all
interest  or  discounting  shall be  compounded  on a monthly  basis.  Such late
payments,  including  interest,  shall  be  payable  with  the  amount  due  and
calculated  from the date  payment  was due  until  the date it is  received  by
SKYNET.

4.    TAXES

      4.1   CUSTOMER  shall be financially  responsible  for, and shall pay, all
            Taxes (as  defined  below)  imposed  on,  or  otherwise  related  or
            attributable  to, the  Services  or amounts  payable by  CUSTOMER to
            SKYNET pursuant to this Agreement, whether or not any such Taxes are
            actually charged or separately stated by SKYNET.

      4.2   For purposes of this  Paragraph  4, the term "Tax" or "Taxes"  shall
            mean all federal, state, local, foreign, tribal or provincial taxes,
            charges, fees, levies,  imposts,  duties,  tariffs,  surcharges,  or
            other  assessments,   including,  without  limitation,  sales,  use,
            transfer,  gross receipts,  excise,  withholding,  Universal Service
            Fund assessments or any similar charges or assessments, value added,
            goods and services,  government and/or signatory  "mark-up" on space
            segment,  and all taxes,  charges,  fees, levies,  imposts,  duties,
            tariffs,  surcharges,  or other assessments placed by, or replacing,
            any of the  above,  or  other  tax or  governmental  fee of any kind
            whatsoever imposed by any governmental  authority in connection with
            the  Service,  including  any  interest or  penalties  or  additions
            thereto,  whether disputed

Form TC/SR-04                                                     Rev. G 8/04/03

                            LORAL SKYNET PROPRIETARY

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            or not,  provided,  however,  that the term Tax or Taxes  shall  not
            include any taxes imposed on SKYNET's net income.

      4.3   CUSTOMER shall provide SKYNET with all applicable certificates of
            waiver, exemption, relief, or other reasonably satisfactory evidence
            of waiver, exemption or relief that may be required by any federal,
            state, local or foreign Tax authority pursuant to which SKYNET would
            be relieved of its obligation to charge CUSTOMER Tax in connection
            with this Agreement.

      4.4   Taxes will be separately stated on CUSTOMER's invoice or statement
            of account. CUSTOMER may in good faith and by appropriate legal
            proceedings contest the validity, applicability or amount of any
            Taxes assessed or levied under the foregoing provisions, and SKYNET
            agrees to cooperate with CUSTOMER in any such contest and will
            permit CUSTOMER to contest the same at CUSTOMER's cost and expense.
            If any Taxes increase the CUSTOMER's annual cost of the Service
            provided hereunder by more than twenty-five percent (25%), the
            CUSTOMER may terminate the Service upon not less than thirty (30)
            days written notice to SKYNET. Any notice of termination must be
            delivered no more than thirty (30) days after CUSTOMER has been
            notified of the imposition of such Taxes that will result in
            increasing the CUSTOMER's annual cost of Service.

      4.5   Notwithstanding anything to the contrary contained in this
            Agreement, the nonpayment of any such contested Taxes by CUSTOMER in
            connection with such contest shall not be deemed a default hereunder
            until final determination (including appeals) in such contest and
            expiration of any date established for filing an appeal therein.
            CUSTOMER agrees to indemnify SKYNET for any interest or penalty
            assessed on Taxes finally adjudged to be due and owing by the
            appropriate local, state, or federal tax authority.

5.    TYPES OF SPACE SEGMENTS

FULLY PROTECTED SPACE SEGMENTS (If Applicable)

Except  where the  failure  is caused  directly  and  solely by the  actions  or
inaction's of CUSTOMER not pursuant to directions of SKYNET,  "Fully  Protected"
space segments, in the event of failure, shall be restored using spare equipment
that  may be  available  on  the  satellite  at the  time  of  failure,  or on a
comparable  space segment on the same satellite,  or on another SKYNET satellite
then in orbit pursuant to Paragraph 7 ("RESTORATION  OF A FULLY PROTECTED FAILED
SPACE SEGMENT") hereof.  Fully Protected space segments are  Non-Preemptible and
protected.

NON-PREEMPTIBLE / NON-PROTECTED SPACE SEGMENTS (If Applicable)

"Non-Preemptible"  space segments are not protected in the event of failure, and
are not  subject  to  preemption  (Non-Preemptible)  to  restore  any  other
customers protected service.

Form TC/SR-04                                                     Rev. G 8/04/03

                            LORAL SKYNET PROPRIETARY

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PREEMPTIBLE / NON-PROTECTED SPACE SEGMENTS (If Applicable)

"Preemptible"  space  segments  are  not  protected  in the  event  of  failure.
Preemptible space segments may be preempted on a permanent or temporary basis to
restore protected  service.  If CUSTOMER  continues to use any Preemptible space
segment  longer  than  five (5)  minutes  following  notification  or  attempted
notification  by SKYNET of its  preemption  to restore a  protected  service,  a
Preemption Notification Charge shall apply at the rate of eleven hundred dollars
($1,100.00) per minute or each fraction  thereof for each minute after such five
(5) minute period.  For purposes of  notification  concerning  preemption of any
Preemptible space segment CUSTOMER shall specify,  in writing to SKYNET prior to
the start of  Service  provided  under this  Agreement,  a  telephone  number or
numbers  where  designated  CUSTOMER  personnel  may be reached by SKYNET.  Such
contact telephone  number(s) and CUSTOMER personnel shall remain in effect until
further written notice is given,  if ever, by CUSTOMER,  changing the designated
contact telephone  number(s) and/or personnel.  The five (5) minute notification
period  specified  above shall begin to run from the time the telephone  call is
completed  with  the  CUSTOMER  representative  or from  the  time of  attempted
notification  of  CUSTOMER  if there is no  answer  at the  CUSTOMER  designated
telephone number. Nothing in this Agreement shall prevent SKYNET from taking any
action that is  required by law to take in  accordance  with the  provisions  of
Section 706 of the  Communications  Act of 1934,  as amended,  47 U.S.C.  606 if
Preemptible  Service is temporarily  preempted CUSTOMER will be credited for the
period of interrupted service as follows. The effective rate of each Preemptible
space segment for the purpose of calculating  credit due to preemption  shall be
the monthly rate of the space  segment  divided by the number of space  segments
being  furnished at that time.  The actual  amount  credited  shall be pro rated
based on the  actual  time  CUSTOMER  is  without  the  space  segment  Service.
Notwithstanding  anything in this  Agreement,  to the extent  CUSTOMER  does not
comply with any  permitted  preemption,  SKYNET  shall have the right to prevent
CUSTOMER's  use of the  preempted  Service,  including  SKYNET's  right to deny,
temporarily  suspend,  or  terminate  the Service  permanently  without  further
notice.

6.    SPACE SEGMENT INTERRUPTION OR FAILURE

      6.1   Interruption - for the purpose of this Agreement; (i) an
            interruption ("Interruption") shall be defined as any period during
            which a space segment fails to meet the Performance Parameters set
            forth in Exhibit A ("PERFORMANCE PARAMETERS") attached hereto and
            incorporated by reference, as measured by SKYNET at its earth
            station in Hawley, Pennsylvania, such that the space segment is
            precluded from being used for its intended commercial purpose.

      6.2   Failure - for the purpose of this Agreement a failure ("Failure")
            shall be defined as any of the following:

            a)    the inability, for any period of sixty (60) consecutive
                  minutes, to pass signals through a space segment when it is
                  illuminated with any authorized transmitted carrier, or

Form TC/SR-04                                                     Rev. G 8/04/03

                            LORAL SKYNET PROPRIETARY

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            b)    an Interruption for any period of twenty-four (24) consecutive
                  hours.

            c)    ten (10) or more Interruptions of at least one (1) minute or
                  longer per occurrence within any period of thirty (30)
                  consecutive days

For purposes of this  Paragraph 6 ("SPACE  SEGMENT  INTERRUPTION  OR  FAILURE"),
measurement  of periods of  Interruption  or Failure  shall  commence  only upon
CUSTOMER's  written or verbal  notification to SKYNET's Hawley earth station and
CUSTOMER  having  vacated its signal from the affected  space  segment to permit
SKYNET's verification of the existence of the Interruption or Failure.

7.    RESTORATION OF A FAILED SPACE SEGMENT

FULLY PROTECTED SPACE SEGMENT (If Applicable)

In the  event  any Fully  Protected  space  segment  provided  hereunder  fails,
pursuant to Paragraph 6 ("SPACE SEGMENT  INTERRUPTION OR FAILURE") above, and if
SKYNET is unable to restore  Service on the affected  space segment by switching
in spare  equipment  that may be available on the  satellite at the time of such
failure, then SKYNET shall restore such Service either (1) on a space segment of
the same frequency band,  having the same bandwidth and the equivalent  power as
the failed space segment, on the same satellite or (2) on a space segment of the
same frequency band, having the same or greater bandwidth, the same or different
power,  the  same  or  greater  EIRP,  and  substantially   equivalent  domestic
footprint,  but no less than the same  number of States  included  in the failed
transponder  footprint,  on another SKYNET  satellite then in orbit.  Such space
segment will then become the Fully Protected space segment.

NON-PROTECTED SPACE SEGMENT (If Applicable)

In the event any non-protected  space segment provided  hereunder fails pursuant
to Paragraph 6 ("SPACE SEGMENT  INTERRUPTION OR FAILURE")  hereof SKYNET may, in
the sole  discretion  attempt to restore  Service of the affected  space segment
using spare  equipment on the satellite.  If SKYNET is unable to restore Service
on the  affected  space  segment by  switching  in spare  equipment  that may be
available on the satellite at the time of such failure,  then SKYNET may, in its
sole  discretion,  offer to restore the Service on an available space segment of
the same  frequency  band,  having the same  bandwidth and the same or different
power as the failed space  segment,  on the same  satellite or on another SKYNET
satellite then in orbit.  Such space segment will then become the  non-protected
space segment;  provided however, if SKYNET offers to restore the affected space
segment  Service on a  satellite  other than the  satellite  on which the failed
space  segment was  provided,  then  CUSTOMER  may reject  Service on such space
segment with notice to SKYNET  within  twenty-four  (24) hours of SKYNET  having
offered such space segment to CUSTOMER. If SKYNET does not attempt to or restore
Service,   or  CUSTOMER  rejects  all  as  provided  for  in  this  Paragraph  7
("RESTORATION  OF A  NON-PROTECTED  FAILED SPACE  SEGMENT")  such service on the
affected space segment(s) will terminate as of the moment of the failure.

Form TC/SR-04                                                     Rev. G 8/04/03

                            LORAL SKYNET PROPRIETARY

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8.    USE OF THE SERVICE

The monthly  rate as set forth in Section 2 ("RATES AND TERM OF SERVICE") of the
Service Description  includes management for the uplink of carriers to the space
segment(s)  provided  hereunder for  CUSTOMER's  initial  loading plan ("Initial
Loading Plan").  If CUSTOMER  desires to transmit to CUSTOMER's space segment in
any manner different  ("Different  Loading Plan") than its Initial Loading Plan,
then the following  conditions  shall apply:  (i) SKYNET shall  coordinate  such
proposed  Different  Loading Plan to determine  if its use could  reasonably  be
expected to result in either intrasatellite or intersatellite interference, and,
(ii) based on the results of such coordination, SKYNET shall either authorize or
reject, the use of such proposed Different Loading Plan, in a timely fashion, in
writing to CUSTOMER. Such authorization shall not be unreasonably withheld.

      (i)   If the Different Loading Plan involves digital carriers, whose
            uplink and downlink spectral densities are the same as in the
            initial loading plan, then CUSTOMER shall provide the Different
            Loading Plan to SKYNET, no later than fourteen (14) days prior to
            the start date of such Different Loading Plan, identifying its
            characteristics, and

      (ii)  If the Different Loading Plan involves the addition of or changes to
            analog carriers or the addition of digital carriers whose uplink and
            downlink spectral densities are different than what is in the
            initial loading plan, then CUSTOMER shall provide a written request
            to SKYNET, no less than sixty (60) days prior to the desired start
            date of such Different Loading Plan, identifying the
            characteristics, and the desired start date of such Different
            Loading Plan.

      (iii) Notwithstanding anything in this Agreement to the contrary, CUSTOMER
            may obtain SKYNET's authorization for more than one Different
            Loading Plan for any space segment provided hereunder, for any
            period of time, during the term of this Agreement.

      (iv)  In the event that CUSTOMER uplinks to any space segment in any
            manner different from that authorized by SKYNET ("Unauthorized
            Loading Plan") pursuant to either its Initial Loading Plan or any
            other authorized Different Loading Plan for the affected space
            segment, whether analog or digital, SKYNET may, in its sole
            discretion, require CUSTOMER to discontinue the use of such
            Unauthorized Loading Plan until such time as SKYNET authorizes the
            use of such uplink such that it becomes a Different Loading Plan
            pursuant to the provisions of this Agreement, including by way of
            illustration and not of limitation, Paragraph 8 hereof ("USE OF THE
            SERVICE).

Form TC/SR-04                                                     Rev. G 8/04/03

                            LORAL SKYNET PROPRIETARY

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9.    LIMITATION OF LIABILITY

      9.1   SKYNET'S LIABILITY, IF ANY, FOR ITS WILLFUL MISCONDUCT IS NOT
            LIMITED BY THE AGREEMENT. WITH RESPECT TO ANY CLAIM OR SUIT, BY
            CUSTOMER OR BY ANY OTHERS, FOR DAMAGES ASSOCIATED WITH THE
            INSTALLATION, PROVISION, TERMINATION, MAINTENANCE, REPAIR OR
            RESTORATION OF SERVICE, AND SUBJECT TO PARAGRAPHS 9.2. AND 9.5.
            FOLLOWING, SKYNET'S LIABILITY IF ANY SHALL NOT EXCEED AN AMOUNT
            EQUAL TO THE PROPORTIONATE CHARGE PROVIDED FOR UNDER THIS AGREEMENT
            FOR THE SERVICE FOR THE PERIOD DURING WHICH THE SERVICE WAS
            AFFECTED, BUT IN NO CASE SHALL EXCEED AN AMOUNT EQUAL TO THREE (3)
            TIMES THE APPLICABLE MONTHLY RATE FOR THE AFFECTED SERVICE. THIS
            LIABILITY FOR DAMAGES SHALL BE IN ADDITION TO ANY AMOUNTS THAT MAY
            OTHERWISE BE DUE CUSTOMER UNDER THIS AGREEMENT AS A CREDIT ALLOWANCE
            FOR INTERRUPTIONS DESCRIBED HEREIN.

      9.2   SKYNET IS NOT LIABLE FOR DAMAGES ASSOCIATED WITH SERVICE, SPACE
            SEGMENTS, OR EQUIPMENT, WHICH IT DOES NOT FURNISH.

      9.3   SKYNET, ITS PARENT, THEIR SUBSIDIARIES AND AFFILIATES, AND THE
            DIRECTORS, EMPLOYEES, AGENTS AND SUBCONTRACTORS OF ALL OF THEM,
            SHALL BE INDEMNIFIED, DEFENDED, AND HELD HARMLESS BY CUSTOMER
            AGAINST ALL CLAIMS, LOSSES, OR DAMAGES RESULTING FROM THE USE OF
            SERVICES FURNISHED PURSUANT TO THIS AGREEMENT, INVOLVING:

            9.3.1 CLAIMS FOR LIBEL, SLANDER, INVASION OF PRIVACY, INFRINGEMENT
                  OF COPYRIGHT, OR ANY CLAIM BASED ON THE CONTENT OF ANY
                  TRANSMISSION ARISING FROM ANY COMMUNICATION;

            9.3.2 CLAIMS FOR PATENT INFRINGEMENT ARISING FROM COMBINING OR USING
                  THE SERVICE FURNISHED BY SKYNET IN CONNECTION WITH FACILITIES
                  OR EQUIPMENT FURNISHED BY OTHERS; OR

            9.3.3 ALL OTHER CLAIMS ARISING OUT OF ANY ACT OR OMISSION OF OTHERS
                  RELATING TO SERVICES PROVIDED PURSUANT TO THIS AGREEMENT.

      9.4   NO LICENSE UNDER PATENTS (OTHER THAN THE LIMITED LICENSE TO USE) IS
            GRANTED BY SKYNET OR SHALL BE IMPLIED OR ARISE BY ESTOPPEL, WITH
            RESPECT TO ANY SERVICE OFFERED UNDER

Form TC/SR-04                                                     Rev. G 8/04/03

                            LORAL SKYNET PROPRIETARY

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            THIS AGREEMENT. SKYNET WILL DEFEND CUSTOMER AGAINST CLAIMS OF PATENT
            INFRINGEMENT ARISING SOLELY FROM THE USE BY CUSTOMER OF SERVICES
            OFFERED UNDER THIS AGREEMENT AND WILL INDEMNIFY CUSTOMER FOR ANY
            DAMAGES AWARDED BASED SOLELY ON SUCH CLAIMS.

      9.5   SUBJECT TO THE PROVISIONS OF PARAGRAPH 11 OF THESE GENERAL TERMS AND
            CONDITIONS ("CREDIT ALLOWANCES"), SKYNET'S FAILURE TO PROVIDE OR
            MAINTAIN SERVICES UNDER THIS AGREEMENT SHALL BE EXCUSED BY LABOR
            DIFFICULTIES; LAWS, REGULATIONS, ORDERS, OR OTHER ACTIONS OR
            INACTIONS OF ANY GOVERNMENTAL AUTHORITY; CIVIL COMMOTIONS; ACTS OF
            GOD EXTERNAL INTERFERENCE AND OTHER CIRCUMSTANCES BEYOND SKYNET'S
            REASONABLE CONTROL. EACH SUCH EVENT SHALL CONSTITUTE A FORCE
            MAJEURE.

      9.6   NOTWITHSTANDING ANYTHING TO THE CONTRARY, SKYNET SHALL NOT BE LIABLE
            FOR INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES, OR FOR
            LOST PROFITS, SAVINGS OR REVENUES OF ANY KIND, WHETHER OR NOT SKYNET
            HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10.   INTER-PARTY WAIVER OF THIRD PARTY LIABILITY

CUSTOMER, on behalf of itself and its officers, employees,  affiliates,  agents,
insurers,  owners and  customers,  agrees to accept the  inter-party  waiver and
related  indemnity  provisions  required  by  the  applicable  "Launch  Services
Agreement",  which is defined as the contract between the satellite manufacturer
and the launch service provider for the launch of any satellite(s)  contemplated
by this  Agreement  and  modified so as to apply to the  CUSTOMER and the launch
services provider.  Copies of these provisions will be furnished to the CUSTOMER
for review prior to and upon  execution of a Launch  Services  Agreement for any
such  satellite.  SKYNET  likewise,  on  behalf  of  itself  and  its  officers,
employees,  affiliates, agents, insurers, owners and customers, agrees to accept
the  inter-party  waiver  and  related  indemnity  provisions  required  by  the
applicable   Launch  Services   Agreement  for  a  launch  of  any  satellite(s)
contemplated  by this  Agreement  and  modified so as to apply to SKYNET and the
launch services provider.  In no event shall such inter-party waiver and related
indemnity provisions have any effect on the rights,  obligations and liabilities
of and between CUSTOMER and SKYNET under this Agreement.

11.   CREDIT ALLOWANCES

Credit allowances, may be given to CUSTOMER for Interruptions and/or Failures as
defined in Paragraph 6 ("SPACE SEGMENT  INTERRUPTION OR FAILURE")  above.  These
credit  allowances  will be applied against amounts not yet paid or in the event
of such interruption or failure during the final month of Service will result in
a refund equal to the amount of the credit allowance. An Interruption or Failure
period begins when CUSTOMER reports the Service to a

Form TC/SR-04                                                     Rev. G 8/04/03

                            LORAL SKYNET PROPRIETARY

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space  segment to be  interrupted  or failed and  releases  the  affected  space
segment for testing and repair.  An Interruption or Failure period ends when the
affected space segment is operative.  If CUSTOMER  reports a space segment to be
interrupted  or failed but declines to release it for testing and repair,  it is
considered to be impaired, but not interrupted or failed. An impaired Service is
one which the  customer has chosen to operate and as such is not entitled to any
service or billing  credit for the period of time CUSTOMER is using the impaired
Service.  All credit allowances are calculated on the basis of a thirty (30) day
month, not on the actual number of days in a given month.  Credit allowances are
given for each  incidence  of  Interruption  or Failure of more than thirty (30)
minutes and are given in one (1) minute  increments.  Specific one minute Credit
Allowances will be calculated based on the monthly charge for the affected space
segment.  Credit Allowances will not be given for Interruptions or Failures that
are a result of any of the following reasons:

      (1)   Interruptions or Failures caused by the action or failure to act of
            CUSTOMER or others authorized by CUSTOMER to use the affected space
            segment, not pursuant to the directions of SKYNET.

      (2)   Interruptions or Failures during periods when CUSTOMER elects not to
            release the affected space segment for testing.

      (3)   Interruptions or Failures due to the effects of sun transit on
            receiving earth stations.

      (4)   Interruptions or failures due to service affecting atmospheric
            conditions.

12.   CONTENT OF TRANSMISSIONS

CUSTOMER is solely responsible for the content of transmissions using the space
segment.

13.   SCRAMBLING

Prior to commencing use of the Service provided under this Agreement,  CUSTOMER,
at its expense,  shall provide SKYNET with any unscrambling  devices that may be
required for signal monitoring. CUSTOMER shall not use, or allow the use of, the
Service  provided  hereunder for distribution of program material of a sexual or
adult-oriented nature, to television viewers unless the programming is scrambled
such that television viewers can receive the programming only through the use of
an unscrambler authorized by CUSTOMER or CUSTOMER's authorized agent.

14.   REFUSAL OF SERVICE

SKYNET may terminate,  prevent or restrict any communications  using the Service
provided hereunder as a means of transmission if such actions (1) are undertaken
at the direction of a governmental agency with colorable jurisdiction (including
the  Federal  Communications  Commission)  or (2) are  taken  subsequent  to the
institution against SKYNET or any of its

Form TC/SR-04                                                     Rev. G 8/04/03

                            LORAL SKYNET PROPRIETARY

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permitted assignees, any legal entity affiliated with any of them, or any of the
directors,  officers, agents or employees of them, of criminal or administrative
proceedings  or  investigations  based upon the content of such  communications,
other than civil  proceedings  or (3) are taken as a result of a judgment on the
merits  against  CUSTOMER or any  permitted  assignee of  CUSTOMER,  of criminal
liability  based  upon  the  content  of such  communications.  SKYNET  will not
terminate,  prevent or restrict CUSTOMER's transmissions pursuant to such clause
if, promptly upon  notification by SKYNET of the institution of such proceedings
or investigations,  CUSTOMER is able to satisfy SKYNET, subject to SKYNET's sole
and reasonable discretion, that within forty-eight (48) hours the aforementioned
proceedings   will  be  resolved  to  SKYNET's   satisfaction  or  the  relevant
transmissions will terminate in the relevant jurisdiction and that they will not
re-occur in the relevant  jurisdiction.  Nothing in this Paragraph  shall affect
any other term or condition hereof including  without  limitation any obligation
under  Paragraph 9 (LIMITATION  OF LIABILITY) or any obligation to pay the rates
in Section 2 (RATES AND TERM OF SERVICE) of the Service  Description  throughout
its period.

15.   ASSIGNMENT / RESALE

      15.1  ASSIGNMENT

      CUSTOMER  acknowledges  and agrees  that  notwithstanding  anything to the
      contrary  contained  in this  Agreement,  CUSTOMER  shall not  transfer or
      assign any of its rights or obligations  under this Agreement to any third
      parties  without  SKYNET's  consent,   which  shall  not  be  unreasonably
      withheld.  SKYNET and  CUSTOMER  expressly  shall have the right to assign
      this Agreement including its rights, duties and obligations hereunder,  to
      its parent corporation or any present or future affiliate or subsidiary of
      SKYNET or CUSTOMER,  or in connection  with the merger or  acquisition  of
      their business.

      15.2  RESALE

      To the extent not otherwise prohibited by rule, regulation, or law, in the
      event CUSTOMER desires to publicly  advertise or market all or any part of
      the Service to a third party,  CUSTOMER  shall notify SKYNET in writing no
      less than thirty (30) days prior to  commencing  any such  advertising  or
      marketing.  In addition,  to the extent not otherwise  prohibited by rule,
      regulation,  or law,  in the event  CUSTOMER  desires to resell all or any
      part of the Service to a third  party,  CUSTOMER  shall  notify  SKYNET in
      writing no less than thirty (30) days prior to the  scheduled  date of any
      such resale that  CUSTOMER has an agreement to permit a third party to use
      all or any part of the Service.  SKYNET  shall notify  CUSTOMER in writing
      within  fifteen (15) days of receipt of the  aforementioned  notification,
      advising  CUSTOMER of SKYNET's  decision to either allow the  advertising,
      marketing, or resale, as the case may be, or not to allow the advertising,
      marketing,  or resale.  SKYNET's consent to the above activities shall not
      be  unreasonably  withheld  CUSTOMER shall be solely  responsible  for any
      permitted  resale and shall  indemnify  and hold SKYNET  harmless from any
      claim or liability for damages made by any third party in connection  with
      such resale.

Form TC/SR-04                                                     Rev. G 8/04/03

                            LORAL SKYNET PROPRIETARY

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      To the extent  CUSTOMER  obtains a premium for the assignment or resale of
      this Agreement or capacity under this Agreement, CUSTOMER shall pay SKYNET
      fifty  percent  (50%) of  CUSTOMER's  net receipts for such premium  after
      deducting  any  service  charges  paid by  CUSTOMER  for  SKYNET  Services
      provided during months in which the Service  provided under this Agreement
      was not utilized by CUSTOMER or CUSTOMER's end-users.

16.   NON-INTERFERENCE

CUSTOMER's  radio  transmissions  (and  those of its  uplinking  agents)  to the
satellite shall comply, in all material respects, with all governmental (whether
national,  international,  federal,  state,  municipal,  or otherwise) statutes,
laws, rules, regulations,  ordinances, codes, directives and orders, of any such
governmental  agency,  body,  or court  (collectively  "Laws")  applicable to it
regarding the operation of the satellite,  transponder,  space segment,  and any
backup  satellite,  transponder  or space  segments  to which  CUSTOMER is given
access pursuant to this Agreement.  CUSTOMER shall not interfere with the use of
other  transponders  on board,  or cause harm to the  satellite,  or any back-up
satellites  that  the  CUSTOMER  is given  access  pursuant  to this  Agreement.
Further, CUSTOMER will coordinate with (and will require its uplinking agents to
coordinate with) SKYNET, in accordance with procedures reasonably established by
SKYNET and uniformly  applied to all users of space  segments on the  satellite,
its transmissions to the satellite, so as to minimize adjacent space segment and
adjacent satellite interference. For purposes of this Paragraph 16, interference
shall also mean acts or  omissions,  which cause a space segment to fail to meet
its space segment performance parameters. Without limiting the generality of the
foregoing,  CUSTOMER (and its uplinking  agents) shall comply with all FCC rules
and regulations  regarding use of automatic transmitter  identification  systems
(ATIS).

17.   IMPROPER ILLUMINATION

In the event  improper  illumination  of any  transponder  provided  under  this
Agreement is detected by SKYNET,  CUSTOMER  shall be notified and CUSTOMER shall
take immediate  corrective action to stop the improper  illumination within five
(5) minutes of notification from SKYNET. A charge of eleven hundred  ($1,100.00)
dollars per minute will apply for improper  illumination  that continues  beyond
the five minute period after notification, or attempted notification if there is
no  answer  at the  telephone  number  provided  by  CUSTOMER.  Furthermore,  if
immediate  corrective  action is not taken by  CUSTOMER,  SKYNET  shall have the
right to take  immediate  action  to  protect  its  services  or its  interests,
including but not limited to suspending or terminating CUSTOMER's service on the
affected transponder.

18.   GENERAL OBLIGATIONS

Nothing   contained  in  this  Agreement  shall  preclude  SKYNET  from  seeking
injunctive  relief to prevent a willful  breach or to compel  performance in the
event of a willful failure to comply with this Agreement.

Form TC/SR-04                                                     Rev. G 8/04/03

                            LORAL SKYNET PROPRIETARY

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19.   TERMINATION

This Agreement may be terminated prior to the end of its term as follows:

      19.1  In the event of the breach of any of the material terms and
            conditions, representations and warranties contained herein, the
            non-breaching party may terminate upon written notice to the other
            with fifteen (15) days prior written notice citing the cause of such
            termination, which period may be used to cure.

      19.2  In the event that the satellite that the Service is intended to be
            provided on fails to reach and maintain a satisfactory orbit in the
            appropriate orbital position, or a failure by said satellite to go
            into satisfactory operation after achieving satisfactory orbit in
            the appropriate orbital position (any or all of the foregoing in
            this Paragraph 19.2 being referred to herein as a "Launch Failure"),
            either party may terminate this Agreement with written notice to the
            other party and neither party will have any further liability to the
            other party except for SKYNET's liability to refund to CUSTOMER any
            monies paid to SKYNET for Service not received.

20.   EARLY TERMINATION CHARGE

Subject to Paragraph 19  ("TERMINATION")  hereof,  no early  termination date is
provided  under  this  Agreement.  Therefore  in the event  CUSTOMER  orders the
discontinuance  of Service  effective on any date prior to the termination  date
set forth in Section 1 ("SKYNET  SERVICES")  of the Service  Description,  or if
this Agreement is terminated by SKYNET due to CUSTOMER's  breach with respect to
the Service  provided under this  Agreement  prior to the  termination  date set
forth in Section 1 ("SKYNET  SERVICES")  of the  Service  Description,  an early
termination  charge ("Early  Termination  Charge")  shall apply as follows:  The
Early  Termination  Charge  shall be an  amount  equal to the  lesser of (i) the
aggregate  monthly  rate then in effect for twelve (12) months of Service on the
affected  space  segment(s) or (ii) the aggregate  rate for Service  through the
term of service for the affected space  segment(s).  Early  Termination  Charges
shall be due and  payable  upon  receipt  by  CUSTOMER  of an  invoice  for such
charges.  Early  termination  charges apply regardless of whether or not Service
has begun and are in addition to any other rights SKYNET may have hereunder.

21.   CHANGES IN OPERATIONS OR PROCEDURES

Nothing  herein  shall be  construed  as  preventing  SKYNET from  changing  its
operations,  procedures  or  Satellite  Access  Procedures,  provided  that such
changes are  required:  (i) to comply with  changes  mandated by any  authorized
government  agency  with  jurisdiction,  (ii)  as a  result  of  inter-satellite
coordination  (iii) to switch equipment as required to protect the health of the
satellite,  (iv) for transmission  path component  replacement,  (v) to move the
satellite  for  debris  avoidance,   (vi)  for  CUSTOMER   application  specific
coordination  changes or (vii) to modify uplink  operation to protect the health
of the satellite.  SKYNET is not  responsible to CUSTOMER if any such changes in
operations,   procedures,   or  Satellite  Access  Procedures  (I)

Form TC/SR-04                                                     Rev. G 8/04/03

                            LORAL SKYNET PROPRIETARY

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affects any facilities,  CUSTOMER equipment or CUSTOMER communications system in
any way,  or (ii)  requires  their  modification  in  order to be used  with any
transponder provided pursuant to this Agreement. However, if such changes can be
reasonably   expected  to  materially   affect  the  operating  or  transmission
characteristics  of the Service,  or render any  CUSTOMER  equipment or CUSTOMER
communications system incompatible with the Service, SKYNET shall use reasonable
efforts to provide adequate notice, in writing, to allow CUSTOMER an opportunity
to maintain  uninterrupted  Service.  However,  if both parties  agree that such
changes would  materially  affect  CUSTOMER's use of the Service,  CUSTOMER with
respect to monthly paid  Service,  shall have the right,  at its option,  within
sixty (60) days after its receipt of notice of such change, and upon thirty (30)
days notice to SKYNET,  to terminate this Agreement without liability except for
such  Service  as has  already  been  rendered.  Provided,  however,  if  SKYNET
eliminates such material effects within the thirty (30) days notice period, this
Agreement will not terminate.

22.   SPACE SEGMENT ASSIGNMENT

Assignment of the specific space segments to be used for the Service remains the
sole prerogative of SKYNET.  During the term of this Agreement SKYNET shall have
the right to change any of the transponder and / or satellite  assignments,  but
shall do so only if there is an  operational  concern,  interference  caused  by
CUSTOMER,  or, in order to protect the health of the  satellite on which Service
is being provided.  If required,  such assignment  change shall be made with not
less  than  thirty  (30)  days  prior  written  notice  to  CUSTOMER.  Upon  the
effectiveness of such assignment change, the CUSTOMER must vacate the previously
occupied frequencies.

23.   FAILURE TO VACATE THE SERVING SATELLITE

Notwithstanding anything in this Agreement to the contrary, if, without SKYNET's
written consent,  CUSTOMER fails to cease  transmission to or otherwise attempts
to use any space segment/transponder  Service provided hereunder at or after the
expiration  or sooner  termination  of such  Service  or of this  Agreement,  as
applicable (an "Unauthorized  Usage"),  then in addition to all other rights and
remedies  available to SKYNET at law or equity or otherwise,  CUSTOMER shall pay
to SKYNET, not as a penalty but as liquidated  damages, an amount equal to three
(3)   times   the   prorated   daily   rate  in   effect  at  the  time  of  the
expiration/termination  of the affected  Service (i.e.,  the applicable  monthly
rate  set  forth  herein  for  such  Service  divided  by  thirty  (30) and then
multiplied by three (3) for each day or partial day that CUSTOMER  continues its
Unauthorized Usage of such Service). Amounts assessed under this Paragraph shall
be due and payable  immediately upon receipt of SKYNET's written demand for such
charges;  payment  shall be  effected  in the manner  specified  in  Paragraph 2
(Payment of Charges). In addition, notwithstanding anything in this Agreement to
the contrary, with respect to any claim or suit, by CUSTOMER or by any other(s),
for damages  associated with any action or inaction  involving the installation,
provision,  termination,  maintenance,  repair, or restoration of Service during
any  period of  CUSTOMER's  Unauthorized  Usage  thereof,  SKYNET  shall have no
liability  whatsoever  and CUSTOMER  shall  indemnify,  hold harmless and defend
SKYNET (at SKYNET's request) from and against any such damages.  The obligations
and  agreements  set  forth  in this  clause  only  come  into  effect  upon the
expiration  or  sooner  termination  of this

Form TC/SR-04                                                     Rev. G 8/04/03

                            LORAL SKYNET PROPRIETARY

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Agreement and will survive the expiration,  cancellation, or termination of this
Agreement or any other related agreement.

24.   NO POSSESSORY INTEREST, BANKRUPTCY

CUSTOMER  has,  and will have,  no  possessory  or other  interest  in the space
segment(s) provided pursuant to this Agreement.  CUSTOMER acknowledges that: (1)
it  has  been  advised  of  and  fully   understands   the  conditions  and  the
consideration pursuant to which SKYNET provides and CUSTOMER accepts the Service
and (2) the  rates  for the  Service,  as  well as the  termination  charges  as
provided for in Paragraph 20 ("EARLY  TERMINATION  CHARGE") hereof, are fair and
reasonable  at the market on the date of  commitment to the Service and the date
of  this  Agreement.  CUSTOMER  recognizes  that  space  segment  space  for the
provision  of the service  contemplated  under this  Agreement is a commodity in
limited supply and that those using full time space segment service,  similar to
the  Service  provided  under  this  Agreement,  usually  enter  into  long-term
commitments with service  providers.  Therefore,  CUSTOMER  understands that its
acceptance of the Service precludes SKYNET from accepting any other customer for
service  on the space  segment(s)  being used to  provide  Service to  CUSTOMER.
Because  of  this,  CUSTOMER  concedes  that a  failure  to  fulfill  CUSTOMER's
obligations  under this Agreement would irreparably harm SKYNET.  Therefore,  in
the event of any  bankruptcy  or  similar  proceeding  on the part of  CUSTOMER,
CUSTOMER  agrees that it will  petition any relevant  court for prompt action to
accept or reject this  Agreement,  and to authorize  the  scheduled  payments in
full, prior to resolution of matters affecting this Agreement.

25.   THIRD PARTY BENEFICIARIES / INDEPENDENT CONTRACTOR

Nothing herein  contained shall be deemed or construed by either party hereto or
by any third party to create any rights,  obligations, or interests in any third
party, or to create any association, partnership, joint venture, the relation of
principal  and agent,  the relation of employer and  employee,  or any fiduciary
relationship  of any kind between the parties hereto,  it being  understood that
SKYNET shall perform all services hereunder as an independent contractor.

26.   PUBLICITY AND ADVERTISING

      26.1  CUSTOMER shall not in any way or in any form publicize or advertise
            in any manner the fact that it is obtaining services from SKYNET
            pursuant to this Agreement, without the express written approval
            (which shall not be unreasonably withheld) of SKYNET, obtained in
            advance, for each item of such advertising or publicity. The
            foregoing prohibition shall include but not be limited to news
            releases, letters, correspondence, literature, promotional materials
            or displays of any nature or form. Each request for approval
            hereunder shall be submitted in writing to the representative
            designated in writing by SKYNET; and approval, in each instance,
            shall be effective only if in writing and signed by said
            representative. Notwithstanding the foregoing, CUSTOMER may refer to
            the fact that it is securing services from SKYNET without SKYNET's
            prior approval so

Form TC/SR-04                                                     Rev. G 8/04/03

                            LORAL SKYNET PROPRIETARY

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                                                                   Page 15 of 19


            long as such statements are limited to a statement of such fact and
            are not an endorsement of any product or service by SKYNET.

      26.2  SKYNET shall not in any way or in any form publicize or advertise in
            any manner the fact that it is providing services to CUSTOMER
            pursuant to this Agreement, without the express written approval
            (which shall not be unreasonably withheld) of CUSTOMER, obtained in
            advance, for each item of advertising or publicity. The foregoing
            prohibition shall include but not be limited to news releases,
            letters, correspondence, literature, promotional materials or
            displays of any nature or form. Each request for approval hereunder
            shall be submitted in writing to the representative designated in
            writing by CUSTOMER; and approval, in each instance, shall be
            effective only if in writing and signed by said representative.
            Nothing herein shall prevent SKYNET from providing the FCC or any
            other governmental agency, information concerning this Agreement as
            required by Law or in response to a request for information by such
            Governmental Agency. Notwithstanding the foregoing, SKYNET may refer
            to the fact that it is providing the Service to CUSTOMER without
            CUSTOMER's prior approval so long as such statements are limited to
            a statement of such fact and are not an endorsement of any product
            or service by CUSTOMER.

27.   CONFIDENTIALITY

      27.1  This Agreement shall be kept strictly confidential, except for
            disclosure: (i) to the extent required by the law or legal process,
            in which case the parties shall seek confidential treatment of the
            document and the information contained herein, (ii) as a part of
            normal accounting and/or auditing procedures, (iii) to each Party's
            parent company, or (iv) to investment bankers, to bona fide
            potential or actual lenders, and to a bona fide potential purchaser
            of the applicable business, provided any such party shall have
            agreed to keep this Agreement confidential pursuant to an agreement
            containing terms substantially similar to those in Paragraph 28
            (NONDISCLOSURE OF INFORMATION).

      27.2  Notwithstanding anything to the contrary in this Agreement, either
            Party (and each employee, representative, or other agent of such
            Party) may disclose to any and all persons, without limitation of
            any kind, statements received (whether written or oral) related to
            the Tax Treatment and Tax Structure, as defined below, of this
            transaction or the transaction contemplated by this Agreement as
            well as all materials of any kind (including tax opinions and tax
            analyses) that are provided to either Party relating to such Tax
            Treatment or Tax Structure. For purposes of this Section, Tax
            Treatment is defined as the purported or claimed Federal income tax
            treatment of the transaction that may result from this Agreement and
            Tax Structure is limited to any fact that may be relevant to
            understanding the purported or claimed Federal income tax treatment
            of the transaction.

Form TC/SR-04                                                     Rev. G 8/04/03

                            LORAL SKYNET PROPRIETARY

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28.   NON-DISCLOSURE OF INFORMATION

      28.1  Each party to this Agreement may find it beneficial to disclose to
            the other party documentation or other information which the
            disclosing party considers proprietary ("Information"). Such
            Information may include but is not limited to, engineering,
            hardware, software or other technical information concerning the
            project or the SKYNET network, and financial, accounting or
            marketing reports, analysis, forecasts, predictions or projections
            relating to this project or the business of SKYNET or CUSTOMER
            generally.

      28.2  It is specifically understood and agreed that Information disclosed
            pursuant to this Agreement shall be considered proprietary either
            because 1) it has been developed internally by the disclosing party,
            or because 2) it has been received by the disclosing party subject
            to a continuing obligation to maintain the confidentiality of the
            Information.

      28.3  Information that is provided in a tangible form shall be marked in a
            manner to indicate that it is considered proprietary or otherwise
            subject to limited distributions provided herein. If the Information
            is provided orally, the disclosing party shall clearly identify it
            as being proprietary at the time of disclosure, and within five (5)
            working days of such disclosure, confirm the disclosure in writing
            to the other party. With respect to Information, the party to whom
            the Information is disclosed and its employees shall:

            a.    hold  the   Information   in  confidence  and  protect  it  in
                  accordance with the security  regulations by which it protects
                  its own proprietary or confidential information, which it does
                  not wish to disclose;

            b.    restrict   disclosure  of  the  information  solely  to  those
                  employees with a need to know and not disclose it to any other
                  persons;

            c.    advise those  employees of their  obligations  with respect to
                  the information; and

            d.    use the information only in connection with  implementing this
                  Agreement  and  in  continuing  discussions  and  negotiations
                  between  the parties  concerning  the  service,  except as may
                  otherwise be agreed upon in writing.

      28.4  The party to whom Information is disclosed shall have no obligations
            to preserve the proprietary nature of any Information that:

            a.    was previously  known to it free of any obligations to keep it
                  confidential;

            b.    is disclosed to third parties by the disclosing  party without
                  restriction;

            c.    is or becomes  publicly  available by other than  unauthorized
                  disclosure; or

Form TC/SR-04                                                     Rev. G 8/04/03

                            LORAL SKYNET PROPRIETARY

<PAGE>
                                                 Andrita Studios T's & C's FINAL
                                                                       T70309257
                                                                        11/20/03
                                                                   Page 17 of 19


            d.    is independently developed by the receiving party.

      28.5  The receiving party may disclose the Information pursuant to a court
            order or other governmental or regulatory compulsion provided that
            the disclosing party shall be given prompt notice of the receipt of
            such order or other compulsion.

      28.6  The receiving party agrees that all of its obligations undertaken
            under this non-disclosure agreement shall survive and continue after
            any termination of this Agreement.

The Information  shall be deemed the property of the disclosing  party and, upon
request the other party will return all Information  that is in tangible form to
the disclosing party or destroy all such information.

29.   NO WAIVER / CUMULATIVE REMEDIES

No failure to exercise and no delay in exercising,  on the part of any party, of
any right,  remedy,  power or privilege  under this Agreement shall operate as a
waiver thereof;  nor shall any single or partial exercise of any right,  remedy,
power or privilege  hereunder  preclude any other or further exercise thereof or
the  exercise  of any other  right,  remedy,  power or  privilege.  The  rights,
remedies, powers and privileges herein provided are cumulative and not exclusive
of any rights, remedies, powers and privileges provided by law.

30.   GOVERNING LAW

This Agreement shall be governed by and construed under the laws of the State of
New York, without giving effect to its conflict of law principles.

31.   SUCCESSION

This Agreement  shall inure to the benefit of and be binding upon the respective
successors and permitted assigns of the parties hereto.

32.   HEADINGS

The headings used throughout this Agreement are for convenience only and are not
a part of this  Agreement  and shall have no effect  upon the  construction  and
interpretation of this Agreement.

33.   RETIREMENT OF SATELLITE

SKYNET shall be entitled to retire the serving  satellite  without liability (i)
if fifty percent (50%) or more of the  transponders on the satellite have failed
or are  unusable  for  any  reason;  (ii)  in the  event  that  the  satellite's
station-keeping  fuel,  required to meet + 0.05 degrees,  becomes  depleted to a
level  sufficient  only to ensure  removal  of the  serving  satellite  from its
assigned  orbital  position;  (iii)  if  required  to do so by any  governmental
authority with appropriate jurisdiction; or (iv) if SKYNET reasonably determines
that (ii) above can be delayed by moving such serving

Form TC/SR-04                                                     Rev. G 8/04/03

                            LORAL SKYNET PROPRIETARY

<PAGE>
                                                 Andrita Studios T's & C's FINAL
                                                                       T70309257
                                                                        11/20/03
                                                                   Page 18 of 19


satellite  into an  inclined  orbit;  or (v) if  special  circumstances  require
retirement, and such FCC authority as is required for retirement is obtained.

SKYNET will use all reasonable  efforts to provide  CUSTOMER written notice of a
decision  to  retire  the  serving  satellite  prior to the  expiration  of this
Agreement as far in advance of the date of  retirement as  circumstances  allow.
Upon retirement of the serving satellite, all subsequent performance obligations
of the parties under this Agreement shall terminate.

Notwithstanding the foregoing, in the event of the retirement of a satellite the
terms of Paragraph 7 of these General Terms and  Conditions  ("RESTORATION  OF A
FAILED SPACE SEGMENT") will apply.

34.   EXPORT CONTROL

The parties  acknowledge  and agree that SKYNET's  obligation to provide certain
products,  information or services is subject to the laws, rules and regulations
of the  United  States  regarding  export  restrictions  ("U.S.  Export  Laws"),
including  without  limitation  the ITAR,  22 CFR ss.ss.  120-130,  and that the
export of such products,  information  or services by SKYNET to Foreign  Persons
(as  defined  in the  ITAR,  ss.  120.16  and  including  CUSTOMER's  employees,
subsidiaries  and  affiliates)  may be prohibited,  limited or delayed without a
proper export  license.  If required,  CUSTOMER  agrees to cooperate  fully with
SKYNET to obtain such a license. CUSTOMER will not use, distribute,  transfer or
transmit any products,  information  or services  provided  under this Agreement
except  in  compliance  with  U.S.  Export  Laws.  In no event  shall  SKYNET be
obligated  under this  contract to provide  access to or furnish  any  products,
information or services to any person except in compliance  with applicable U.S.
Export laws,  policies  and license  conditions,  as  construed  by SKNYET.  The
obligations   stated  above  in  this  clause  will   survive  the   expiration,
cancellation or termination of this Agreement or any other related agreement.

35.   ARBITRATION

All disputes  arising in connection with the present  Agreement shall be finally
settled  under  the  Rules  of  Conciliation  and  Arbitration  of the  American
Arbitration  Association  ("AAA Rules") by one or more arbitrators  appointed in
accordance with said

AAA Rules. The arbitration  shall take place in New York City,  United States of
America,  and shall be  conducted  in English.  The  arbitrator  shall apply the
substantive  (not the conflicts) law of the state specified in the choice of law
provision set forth elsewhere in this Agreement. The arbitrator shall not limit,
expand or modify  the terms of this  Agreement  nor award  damages  in excess of
compensatory  damages,  and each party waives any claim to such excess  damages.
The award shall be in United States  dollars.  Judgement upon the award rendered
in the arbitration may be entered in any court having jurisdiction thereof. Each
party shall bear its own expenses (including attorney's fees) and an equal share
of the expenses of the  arbitrator and the fees of the  arbitration.  Nothing in
this Agreement shall be construed to preclude any party from seeking  injunctive
relief in order to protect its rights pending arbitration.  A request by a party
to a court  for such  injunctive  relief  shall  not be  deemed a waiver  of the
obligation to arbitrate.

Form TC/SR-04                                                     Rev. G 8/04/03

                            LORAL SKYNET PROPRIETARY

<PAGE>
                                                 Andrita Studios T's & C's FINAL
                                                                       T70309257
                                                                        11/20/03
                                                                   Page 19 of 19


36.   COUNTERPARTS

This Agreement may be executed in two identical counterparts;  and the signature
of each  party  shall  appear  on each  counterpart.  Either  counterpart  shall
constitute an original, binding version of this Agreement.  Facsimile signatures
shall be  considered  valid  signatures  as of the  date  hereof,  although  the
original signature pages shall thereafter be appended to this Agreement.

Form TC/SR-04                                                     Rev. G 8/04/03

                            LORAL SKYNET PROPRIETARY

Source: OneCLE Business Contracts.