Between

Exhibit 10.4

SERVICE AGREEMENT

Between

RETAIL MEDIA SYSTEMS, INC.

and

SPACENET INC.

Agreement No. 1678

CONFIDENTIAL INFORMATION

The information in this Agreement is confidential
to Spacenet Inc. By accepting this Agreement the
recipient agrees that this Agreement and the
information contained herein will be held in strict
confidence, and will not be reproduced in whole or
in part except for purposes of recipient's dealings
with Spacenet Inc.

TABLE OF CONTENTS

Section A -- Services and Prices.................................................. 4
Overview .................................................................. 4
Network Information........................................................ 4
Prices .................................................................. 5
Section B -- General Terms and Conditions......................................... 9
1. Term....................................................................... 9
2. Orders..................................................................... 9
3. Charges and Payments....................................................... 9
4. Taxes and Fees............................................................. 10
5. Assignment................................................................. 10
6. Title and Risk of Loss..................................................... 10
7. Removal of Equipment....................................................... 10
8. Governing Law.............................................................. 11
9. Responsibilities of the Parties............................................ 11
10. Marketing Relationship..................................................... 11
11. Patent Indemnity........................................................... 11
12. Liability of Spacenet and Customer......................................... 12
13. Termination and Suspension of Service...................................... 12
14. Force Majeure.............................................................. 13
15. Confidentiality............................................................ 13
16. Severability............................................................... 14
17. Non-Waiver................................................................. 14
18. Relationship of the Parties................................................ 14
19. Notices and Points of Contact.............................................. 14
20. Counterparts............................................................... 14
21. Entire Agreement........................................................... 14
Section C -- Network Implementation............................................... 15
Ordering Procedures........................................................ 15
Site Installations......................................................... 15
Section D -- Operation and Maintenance............................................ 18
Network Availability Commitment............................................ 18
Site Maintenance........................................................... 18
Software License and Support............................................... 20
Section E -- Traffic Assumptions for Network Bandwidth............................ 22
Section F -- Demarcation of Software Responsibilities............................. 23
Section G -- [*].................................................................. 24

------------------------
[*] Confidential treatment has been requested with respect to certain
information contained in this document. Confidential portions have been
omitted from the public filing and have been filed separately with the
Securities and Exchange Commission.

[GRAPHIC] [GRAPHIC]

EQUIPMENT PURCHASE AND SERVICE AGREEMENT

SPACENET INC., with its headquarters at 0000 Xxx Xxxxxx Xxxx, XxXxxx, Xxxxxxxx
00000 ("SPACENET") hereby agrees to provide its SkyBlaster(TM)* satellite-based
telecommunications services ("Services") TO RETAIL MEDIA SYSTEms, Inc., having
its principal place of business at 000 Xxxxx Xxxxxxx Xxxxxxx, 0xx Xxxxx, Xxxx
Xxxxxxxxxx, Xxxxxxx 00000 ("CUSTOMER") pursuant to this Service Agreement
("Agreement") between them. Customer hereby agrees to take andpay for said
Service pursuant to this Agreement.

* SkyBlaster is a trademark of Gilat Satellite Networks, Ltd.

The following sections are an integral part of this Agreement:

Section A -- Services and Prices

Section B -- General Terms and Conditions

Section C -- Network Implementation

Section D -- Operation and Maintenance

Section E -- Traffic Assumptions for Network Bandwidth

Section F -- Demarcation of Software Responsibilities

Section G -- [*]

Under the terms of this Agreement, as set forth in further detail under
Sections A - G herein, Spacenet will provide, install, and maintain certain
telecommunications equipment ("Equipment") and licensed software as further
defined in Section D ("Software") and will provide access to a geostationary
orbit communications satellite ("Space Segment"), all of which will enable
two-way data transmissions between Customer's central data processing center
("Data Center") and its remote locations ("Sites"). All obligations under this
Agreement shall be performed by and between Spacenet and Customer. This
Agreement does not create any rights in end-users or in any other third party
not a signatory hereto. This Agreement will become effective on the date of the
last party to sign below.

AGREED TO BY CUSTOMER: ACCEPTED BY SPACENET:

RETAIL MEDIA SYSTEMS, INC. SPACENET INC.

SIGNATURE: /s/ XXXXX XXXXX /s/ XXXXXXX XXXXXX
------------------------- ---------------------------------

PRINTED NAME: Xxxxx X. Xxxxx Xxxxxxx Xxxxxx
------------------------- ---------------------------------

TITLE: President President
------------------------- ---------------------------------

DATE: 12-02-99 12-02-99
------------------------- ---------------------------------

Page 3

SECTION A -- SERVICES AND PRICES

This Section A contains Customer-specific information on the Equipment and
Services to be provided by Spacenet. In the event of any conflict between this
Section A and the other Sections hereto, this Section A shall prevail.

OVERVIEW

Under this Agreement Spacenet will provide Customer with certain SkyBlaster
equipment and services to support Customer's store and forward video application
and video streaming for in-store television entertainment, information and
commercial messages. SkyBlaster is a service comprised of equipment and software
which enables geographically dispersed locations to exchange data transmissions
via a satellite network. The SkyBlaster service operates on a
point-to-multipoint network architecture. This document establishes the
responsibilities of Spacenet and Customer and the prices, terms, and conditions
under which SkyBlaster equipment and network services will be installed,
operated, and maintained at Spacenet's shared hub and at remote locations
designated by Customer across the continental USA, within the areas bounded by
the following cities in Canada: Calgary, Toronto, Montreal, Vancouver, and
within areas in Mexico within 100 miles from the US/Mexico border:
(collectively, the "Footprint"). In the event Customer requests service outside
the Footprint and Spacenet is able to provide Service at such location, the
parties will negotiate in good faith the terms and conditions (including price
adjustments) for such service. This document also establishes a business
relationship between Customer and Spacenet whereby the parties will work
together to promote and market each other's products and services.

NETWORK INFORMATION

Minimum Site Quantity: [*]

Minimum Site Installation Period: [*]

Minimum Site Service Term: 66 months from date of installation

Location of Data Center: Fort Lauderdale, FL or other Customer
designated location

Supported Applications: Store and forward video application and
video streaming for in-store television
entertainment, information and commercial
messages

Maintenance Option selected: Next Business Day

Network Bandwidth: Inbound: [*]
Outbound: [*]

*The Network Bandwidth [*]

Service Demarcation Points: At Hub: Customer provided IP backhaul
between Customer's Data Center and the
Shared Hub

Page 4

At VSAT: Customer provided software for the
Supported Applications integrated into the PC
System Unit

Performance Specifications: Network Availability Commitment: [*]

PRICES

DESCRIPTION PRICE
----------- -----

STANDARD SERVICE

- Equipment and Installation - Includes: [*]

[*] Meter Antenna (or [*] Meter Antenna where required),
Standard Antenna Mount**,
Up to [*] Feet of IFL Cable, Non-Plenum (dual 150'cable run)
[*] Outdoor Unit with LNB,
SkyBlaster PC System Unit with the following minimum configuration:
(1) DVB Receiver and Transmitter (PCI card(s)) and smart plug which
supports the Supported Applications
(2) [*] Mhz CPU
(3) [*] MB RAM
(4) Ethernet
(5) [*] GB HD Minimum
(6) [*]
(7) CD ROM
(8) NT 4.0
(9) TV2VGA card
19" [*] TV (or a substantially equivalent model) with [*] ft. of audio/video and smart card cable
and Standard TV Mount***,
System Integration as described in Section F,
Delivery and Standard Installation of above described Equipment.

* With respect to a Site existing as of the Effective Date where Customer's
programming is delivered (approximately [*] Sites), (i) in the event Customer
provides a fully installed TV (including mount) at a Site and such TV is
approved by Spacenet for use in the network, Spacenet shall provide Customer
with a credit of [*] for such Site and (ii) in the event Customer provides a
fully installed antenna mount at a Site and such mount is approved by Spacenet
for use in the network, Spacenet shall provide Customer with a credit of [*].
With respect to approximately [*] of the total installed Sites, in the event the
parties agree that a VSAT system cannot be used at a particular Site, Spacenet
will install a CD ROM alternative solution in its place. The parties will
mutually agree to a list of deliverables and price for the CD ROM alternative
solution. Spacenet shall have no obligation to provide maintenance support for
any equipment not provided by Spacenet. For any Site located outside the
continental United States (but within the Footprint), Customer shall be
responsible for any additional charges (including but not limited to shipping
charges, customs, duties, taxes and any other fees) or additional requirements
(including but not limited to obtaining any required licenses, permits or
authorizations) in connection with the provision of Service at such location.

** "Standard" antenna mounts include the following: Non-penetrating Roof with
pad, Close-in Wall and Medium Reach Wall

*** "Standard" TV mount includes a wall mount or ceiling mount (for a wall and
ceiling of standard commercial grade construction) for heights up to 14 feet
(from floor to bottom of truss or structural ceiling). TV should be located
approximately 7 feet above the floor (6 feet to 8 feet acceptable). The standard
wall mount will be a [*] (or a substantially equivalent model). The
standard ceiling mount will be a [*] (or a substantially equivalent
model).

- Network Operations and Support - Includes: [*]

Page 5

SkyBlaster Software License and Maintenance,
Use of Spacenet's Shared Hub Facilities,
[*] Level Help Desk Support,
[*]

- Space Segment* - Includes: [*]
[*]-Band Space Segment for the Footprint, non-preemptible and intra-satellite protected**
Inbound: [*]
Outbound: [*]

* In the event Customer needs additional space segment, Spacenet shall provide
Customer with such space segment at the prices set forth below.

** Space Segment service will be provided on a non-preemptible, intra-satellite
protected [*]-band transponder on a geostationary satellite. "Non-preemptible"
means that the service may not be preempted for business reasons or for purposes
of providing or restoring service to other Spacenet customers or customers of
the Space Segment vendor. "Intra-satellite protected" means that, in the event
of a transponder failure, the satellite operator will attempt to restore service
on the same satellite through the use of available on-board facilities.

OPTIONAL EQUIPMENT

IFL Cable Plenum (single run) in place of IFL Cable Non-Plenum (single run)
at time of installation [*]

Additional Required IFL Cable, Non-Plenum (single run) (provision and installation) [*]

Additional IFL Cable, Plenum (single run) (provision and installation) [*]

Conduit (provision and installation) [*]

Line Amplifier (provision and installation) [*]

VSAT Ground Mount with 6 ft. pole [*]

Trenching [*]

Ceiling Mounts for heights of more than 14 feet (provision and installation) [*]

Additional 19" TV with Standard Mount (including installation if installed
at time of initial Site installation) with minimum commitment of 60 months [*]

27" TV with Standard Mount (including installation if installed [*] at time of
initial Site installation) with minimum commitment of 60 months

OPTIONAL SERVICES

De-icing (requires Customer to supply GFI 110 volt outlet within 5 feet of antenna) [*]

[*] [*]

Non-Standard Installation / Optional Antenna Mounts / Optional TV Mounts [*]

Installation Permit Services [*]

Additional Building Penetrations [*]

Deinstallation [*]

Page 6

Reinstallation [*]

Maintenance Call for Damaged Equipment or other "non-covered" calls T&M, with
[*] minimum if call is during Business hours and [*] minimum if call is other
than during Business Hours

T&M Rates:
Labor Rates Business hours [*]
After business hours and Saturdays [*]
Holidays and Sundays [*]
Materials Rates [*]

Standard VSAT On-Site Maintenance Support, 5 x 8 (9 am to 5 pm,
Mon - Fri Business Days)

Additional [*] outbound satellite capacity [*]

Additional [*] inbound satellite channel [*]

Development and Support of Additional Applications [*]

Site Survey, if required [*]

Canceled Site Installation (Cancellation or Postponement with Two (2) Business
Days Advance Notice or Less) [*] [*]

Expedite Fee for Installations [*]

ADDITIONAL REQUIREMENTS NOT DETAILED ABOVE SHALL BE QUOTED ON
AN INDIVIDUAL BASIS.

Page 7

Notices and Points of Contact

SPACENET:

Program Manager: For Payments: Notices:
---------------- ------------- --------

Xxxxx Xxxxxx Accounts Receivable Customer Contracts Dept.

SPACENET INC. SPACENET INC. SPACENET INC.

0000 Xxx Xxxxxx Xxxx X.X. Xxx 00000 0000 Xxx Xxxxxx Xxxx
XxXxxx, Xxxxxxxx 00000 Xxxxxxxxx, Xxxxx Xxxxxxxx 00000 XxXxxx, Xxxxxxxx 00000
Telephone: (000) 000-0000 Telephone: (000) 000-0000 Telephone: (000) 000-0000
FAX: (000) 000-0000 FAX: (000) 000-0000 FAX: (000) 000-0000

CUSTOMER:

Point of Contact and Notices: Billing Address:
----------------------------- ----------------

Xxxxxx Xxx Accounts Payable
Retail Media Systems, Inc. Retail Media Systems, Inc.
000 Xxxxx Xxxxxxx Xxx. 000 Xxxxx Xxxxxxx Xxx.
0xx Xxxxx 0xx Xxxxx
Xx. Xxxxxxxxxx, XX 00000 Ft. Xxxxxxxxxx, XX 00000
Phone: (000) 000-0000 Phone: (000) 000-0000
FAX: (000) 000-0000 FAX: (000) 000-0000

Page 8

SECTION B -- GENERAL TERMS AND CONDITIONS

1. TERM

The term of this Agreement ("Agreement Term") shall commence on the date of the
last party to sign on the signature page of this document ("Effective Date") and
shall terminate upon the earlier of (i) the last day of service provided at the
last Site or (ii) ten (10) years from the Effective Date ("Agreement End Date").
Each installed Site hereunder shall have the Minimum Site Service Term set forth
under Network Information in Section A. [*] Any Site having completed its
Minimum Site Service Term may be terminated by Customer by providing at least
sixty (60) days advance notification of termination. For clarification
purposes, deinstallation or deinstallation and reinstallation of a Site from
one location to another location is permitted (at additional charge) provided
that Customer continues to pay the Standard Service Fees for such Site
throughout the Minimum Site Service Term. In instances where Customer
deinstalls and reinstalls a Site, the Minimum Site Service Term shall be
measured from the date of installation of the original Site.

2. ORDERS

A. INITIAL ORDER - The Minimum Site Quantity shall be deemed ordered by Customer
as of the Effective Date and will be shipped and installed within the Minimum
Site Installation Period or such shorter time period as mutually agreed to by
the parties.

B. ADDITIONAL ORDERS - During the Agreement Term and according to the terms set
forth in this Agreement, (i) Customer may order new Sites provided that they
will be installed no later than 4 1/2 years from the Effective Date and (ii)
Customer may order Optional Equipment and Optional Services. The terms and
conditions of this Agreement shall apply to all additional orders.

C. OUT OF SCOPE SERVICES - If Customer desires Spacenet's assistance for such
tasks as adding new applications to the network, network analysis, system
optimization, etc., Customer may make such request by providing details of the
request in writing to the Spacenet program manager. If Spacenet accepts
Customer's request, Spacenet will then respond with a fixed-price quotation for
performing the requested tasks along with an estimate of the time it will take
to perform the tasks. If Customer accepts Spacenet's price and estimate,
Spacenet will then proceed with the tasks. In the event the new application is
required to support the needs of a third party, the parties will mutually
determine the division of costs and revenues pursuant to the terms set forth in
this Agreement.

3. CHARGES AND PAYMENTS

A. PAYMENT TERMS - With respect to each Site, (i) Customer's payment
obligations to Spacenet for the Equipment and Installation component of the
Standard Service will commence [*] after installation of the Site and
continue throughout the Minimum Site Service Term; (ii) Customer's payment
obligations to Spacenet for the Network Operations and Support component of
the Standard Service will commence upon installation of the Site and continue
until the later of (a) expiration of the Minimum Site Service Term and (b)
termination by Customer of service at such Site pursuant to Article 1 above;
and (iii) Customer's payment obligations to Spacenet for the Space Segment
component of the Standard Service will commence upon installation of the
first Site hereunder and continue throughout the Agreement Term. All payments
made under this Agreement shall be in U.S. Dollars. The fees or prices for
Services are as set forth in Section A. Spacenet will xxxx Customer for
monthly Service charges one (1) month in advance of the month's service due
and payable the last day of the billing calendar month (e.g. September 1
billing for October's service is due and payable September 30), provided that
billing for the first month of Service at a Site will be billed in arrears.
Monthly charges for partial months of Services will be prorated on a thirty
(30) day month basis. Invoicing for Services at each Site shall commence once
the Site is available for transmission service. All other Service charges
will be accrued monthly and billed in arrears due and payable within 30 days
of receipt of Spacenet's invoice. The prices for all other Equipment are set
forth in Section A and are due and payable within 30 days of receipt of
Spacenet's invoice. Spacenet shall invoice Customer for Equipment upon
delivery or installation where Spacenet is to provide installation.

B. LATE PAYMENTS - In the event any fees or charges are not paid in full by
Customer when due, then Spacenet shall provide Customer with written notice
of such non-payment. If Customer fails to cure such non-payment within ten
(10) days after the date of such notice, then Spacenet, in addition to and
not in lieu of its rights under Article 12 ("Termination and Suspension of
Service") below, reserves the right to charge Customer a late payment charge

calculated on the past due balance at the rate of [*] interest per month for
each month or part thereof from the date the payment was due. This late
payment charge will not be imposed on the portion of an invoice which may
reasonably be under dispute by Customer, provided that Customer has paid the
undisputed portion in full and has provided Spacenet with a written
explanation of the disputed amount within 15 days of receipt of Spacenet's
invoice.

C. PRICE VALIDITY - The prices for Services (excluding the Equipment and
Installation component and the Space Segment component of the Standard Service

Page 9

fee) in Section A may be increased by Spacenet each calendar year by the [*].
All Equipment charges in Section A shall remain fixed throughout the
Agreement Term provided that, once annually, Spacenet will review its cost
for the PC (based on a minimum configuration agreed to by the parties) and
will negotiate in good faith with Customer an amendment to the PC portion of
the Standard Service fee (provided no other Standard Service costs have
increased) to reflect any such change in the PC cost and the adjusted price
shall apply to all Site orders placed after the date of such amendment.
Spacenet will not be obligated to disclose its underlying costs to Customer
but shall provide relevant information in good faith.

D. EQUIPMENT PURCHASE OPTION - With respect to each Site ordered under this
Agreement, Customer has the option to purchase from Spacenet for the amounts
specified in Section G (plus any amounts outstanding for Standard Service as of
the date of purchase) all of the Spacenet provided Equipment listed under
Equipment and Installation in Section A at such Site (excluding any software)
used to provide Spacenet's Standard Service hereunder to such Site. In the event
Customer exercises this purchase option with respect to a Site, title to the
Equipment described above shall transfer to Customer upon payment of the
applicable amount (plus any amounts outstanding for Standard Service as of the
date of purchase).

4. TAXES AND FEES

The Service fees and other charges under this Agreement are as set forth in
Section A. These charges exclude all present and future taxes, duties (for any
shipments outside the United States), or fees of any nature, including, but not
limited to federal, state, or local sales or use taxes, fees, excises, property
or gross receipts taxes or fees, telecommunication taxes, license, access, or
universal service fees, export or import fees or other taxes or duties (for any
shipments outside the United States) which may now or hereafter be levied on the
Services provided or on payments made under this Agreement. Any such taxes,
fees, or duties, however denominated, which may now or hereafter be levied on
the Services provided, the Equipment installed, or payments made under this
Agreement, excluding taxes based on Spacenet's net income, shall be paid by
Customer. If at any time Spacenet is required to pay or pays any of these,
Customer shall promptly reimburse Spacenet for such payments including
applicable penalties and interest (other than those imposed due to Spacenet's
negligence), if any. Taxes, late payment charges, and other charges (other than
those imposed due to Spacenet's negligence) will be invoiced following their
accrual. Spacenet agrees to provide reasonable documentation supporting any such
charges. As required by law, Spacenet shall be responsible for preparing and
filing (with the reasonable assistance of Customer when requested by Spacenet)
the U.S. federal, state and local tax returns for the taxes specified above in
connection with Spacenet's Services provided under this Agreement.

5. ASSIGNMENT

Either party may assign its rights and obligations under this Agreement to a
third party only upon receiving the prior written consent of the other party,
which consent may be reasonably conditioned but will not be unreasonably
withheld. The parties agree that no assignments will be made unless the assignee
agrees to accept in full the responsibilities and obligations of the assigning
party.

6. TITLE AND RISK OF LOSS

A. TITLE - Except as provided in paragraph 3(D) above, title to the Equipment
installed or provided by Spacenet under this Agreement shall remain with
Spacenet. Customer shall not move the Equipment, nor permit the Equipment to be
moved, modify the Equipment nor permit the Equipment to be modified, and
Customer shall not permit any liens or encumbrances to be placed upon the
Equipment. Spacenet shall have the right and authority acting in its own name or
the name of Customer to complete and file such documents as it deems necessary
to protect its security interest in or ownership of the Equipment or other
equipment and Customer shall fully cooperate with and support all such filings
by Spacenet.

B. RISK OF LOSS - Risk of loss or damage for Equipment shall pass to Customer
upon installation of the Equipment. Customer shall insure or cause the end-users
of the equipment to insure all Spacenet-owned equipment on Customer's or
end-users' premises against risk of loss or damage due to any cause other than
normal wear and tear, and shall name Spacenet as a loss payee to the extent of
its losses. Proof of such insurance (i) held by Customer and (ii) as
commercially reasonable, held by the end-users of the equipment, and issued by
of an A rated or better carrier shall be made available to Spacenet by Customer
upon request by Spacenet. Customer shall notify Spacenet of any material change
in such insurance coverage or insurance carrier.

7. REMOVAL OF EQUIPMENT

Upon expiration or termination of this Agreement or termination of payment for
service at a Site, Spacenet may elect to remove all or portions of
Spacenet-owned equipment (excluding any equipment that has been paid in full by
Customer pursuant to Section G) that was used to provide services hereunder, and
Customer shall facilitate Spacenet's entry into all applicable premises to
permit Spacenet to remove any such equipment. Spacenet may, upon written notice
to Customer, abandon any Spacenet-owned equipment in place. If Customer wants
Spacenet to remove any equipment (antennas, mounts, etc.) that Spacenet has
elected to abandon in place, Spacenet

Page 10

will do so on a time and materials basis. Title to abandoned equipment will pass
to Customer. Customer agrees to follow Spacenet's instructions regarding the
removal or disabling of any Spacenet Software contained in equipment that is
abandoned in place.

8. GOVERNING LAW

This Agreement shall be construed and enforced in accordance with, and shall be
governed by, the laws of the United States and of the Commonwealth of Virginia
without regard to principles of conflicts of laws. The parties agree to submit
to the jurisdiction of the state and federal courts sitting in Georgia. Venue
for any claims hereunder shall be a court of competent jurisdiction in or near
Atlanta, Georgia.

9. RESPONSIBILITIES OF THE PARTIES

A. COMPLIANCE AND APPROVALS - Each party shall comply with all applicable
governmental laws, rules and regulations including U.S. export control laws.
Certain specific actions, such as obtaining local permits, landlord consents or
other waivers or consents, may be necessary for Spacenet to install the
Equipment and for Customer to make use of the Services. The responsibilities for
such actions are set forth in Section C under "Site Installations". The
obligations of Customer under this Agreement are not conditioned upon Customer's
receipt of such authorizations or approvals.

B. BACKHAUL - Customer shall be responsible to obtain, maintain, and pay for all
terrestrial communications services and termination equipment required under
Customer's network configuration design. Spacenet shall have no obligations in
connection with said services and equipment.

C. INSURANCE - Each party, at its own expense, will obtain and/or maintain
insurance to cover risks associated with their respective business activities
detailed herein.

D. REPORTS - Spacenet will provide weekly reports which provide information
relating to (i) the status of installation activities including the installation
schedule for the upcoming week and (ii) service outages during the prior
calendar month.

E. PROGRAM MANAGEMENT - Spacenet will provide program management services,
including installation and operational planning, project scheduling and
management of theServices rendered and Equipment provided.

F. STRATEGIC ALLIANCES - The parties will work together in good faith to develop
strategic alliances with PC providers provided that such alliances are in the
best interest of both parties.

10. MARKETING RELATIONSHIP

A. [*]

B. [*]

C. Spacenet will assist Customer in the sale of Customer's programming to
certain existing and prospective Spacenet customers. The parties will negotiate
in good faith the economic division of the costs and revenues associated with
such sale(s). Such sales will not be counted toward the Minimum Site Order
Quantity.

D. Spacenet may help facilitate arrangements in which Customer may use the VSAT
infrastructure of certain existing and prospective Spacenet customers to
distribute Customer's store and forward video application and video streaming
for in-store television entertainment, information and commercial messages or
any additional applications. The parties will negotiate in good faith an amount
to be paid to Spacenet for facilitating such arrangement.

E. [*]

G. [*]

11. PATENT INDEMNITY

A. Spacenet shall, at its sole expense, defend, indemnify, and hold Customer
harmless from and against all costs and liabilities in connection with any
claim, suit or action for infringement of US patents, copyrights, or other
proprietary rights associated with any Equipment, Software, or other Service
provided under this Agreement. Customer agrees to immediately notify Spacenet of
any such action, and agrees to provide information, cooperation, and support
necessary to Spacenet's defense or settlement of the claim; and Customer agrees
that Spacenet has sole authority to assume the defense thereof and/or the
settlement of the claim. Customer shall have the right to be represented in any
suit or action by advisory counsel of Customer's selection and at Customer's
expense.

B. Should the Equipment, Software, or other Service provided or to be provided
under this Agreement become, or in Spacenet's opinion be likely to become, the
subject of a claim of infringement of any United States copyright, patent or
trade secret, Spacenet will use commercially reasonable efforts basis to
exercise one or more of the following options at its sole expense:

(1) Procure for Customer the right to continue using the Equipment, Software, or
other Services;

(2) Replace the same with non-infringing Equipment, Software or other Services;
and/or

(3) Modify the same so as to be non-infringing.

If Spacenet is unable to accomplish options (1) and/or (2) and/or (3), Spacenet
may terminate the Agreement, with no further obligations on the part of either
party as of the effective date of termination except for each party's obligation
to settle all obligations owed to the other party up to the effective date of
termination.

C. Customer agrees that Spacenet's liability for indemnification for patent and
copyright infringement

Page 11

shall not apply to any claim of infringement which may be brought against
Customer to the extent due to:

(1) Customer's modification of the Equipment or its components or of the
Software;

(2) Use of the Equipment or Software with any device added by Customer; or

(3) Customer's use of the Equipment or Software that is inconsistent with that
specified in the Equipment user manuals. Customer further agrees that it
will indemnify Spacenet on the same terms as Spacenet is obligated to
indemnify Customer pursuant to Section A. above, should any claim of
infringement be made against Spacenet because of Customer's use of the
Equipment, Software, or other Services in combination with other apparatus
or software not supplied by Spacenet under this Agreement or Customer's
modification of the Equipment, Software or other Services.

12. LIABILITY OF SPACENET AND CUSTOMER

A. Customer shall defend, indemnify and save Spacenet harmless from and against
injuries, loss or damage to Spacenet's employees or property or to the person or
property of third parties to the extent they are aused by the willful or
negligent acts or omissions of Customer (and all risk of loss and damage to the
property caused by anyone other than Spacenet and its subcontractors while the
property is in Customer's control or custody), and from and against any and all
claims, expenses, or losses (including reasonable attorneys' fees and expenses)
arising out of or in connection with the application or content of Customer's
transmissions through the provided transmission Services.

B. Spacenet shall defend, indemnify and save Customer harmless from and against
injuries, loss or damage to Customer's employees or property or to the person or
property of third parties to the extent they are caused by the willful or
negligent acts or omissions of Spacenet or that of its subcontractors, agents,
or representatives while performing its duties at Customer's Sites.

C. Except for the obligation to defend, indemnify and hold harmless provided
in B above, Spacenet's total liability under this Agreement shall in no case
exceed the recurring charges paid to it by Customer during the [*] immediately
preceding the cause of action. Customer has accepted this limitation of
liability for Services provided hereunder and understands that the price of
the Equipment and Services would be higher if Spacenet were requested to bear
additional liability for damages.

D. Except for the obligation to defend, indemnify and hold harmless provided in
A above and Customer's payment obligations hereunder, Customer's total liability
under this Agreement shall in no case exceed the recurring charges payable to
Spacenet by Customer during the twelve months immediately preceding the cause of
action.

E. EXCEPT AS PROVIDED UNDER LAW, UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE
LIABLE TO THE OTHER PARTY OR TO ANY THIRD PARTIES FOR INCIDENTAL, INDIRECT,
SPECIAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING LOST PROFITS, LOSS OF
USE OF EQUIPMENT OR SERVICES, OR DAMAGES TO BUSINESS OR REPUTATION ARISING FROM
THE PERFORMANCE OR NON-PERFORMANCE OF ANY ASPECT OF THIS AGREEMENT WHETHER IN
CONTRACT OR TORT OR OTHERWISE, AND WHETHER ADVISORY HAS BEEN MADE OF THE
POSSIBILITY OF SUCH DAMAGES.

E. EXCEPT AS STATED HEREIN, SPACENET PROVIDES NO WARRANTIES, EXPRESS, IMPLIED OR
STATUTORY, INCLUDING BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE RESPECTING SERVICES
PERFORMED, SOFTWARE, OR EQUIPMENT FURNISHED UNDER THIS AGREEMENT.

13. TERMINATION AND SUSPENSION OF SERVICE

A. Either party may terminate this Agreement in the event of material breach by
the other party as determined by an arbitrator if such breach continues for a
period of sixty (60) days after written notice of intention to terminate
describing the breach is given by the non-breaching party and such event of
breach is not remedied within the stated period. Both parties agree to submit to
arbitration in Atlanta, Georia in accordance with the rules and regulations of
the American Arbitration Association in all instances where one party believes
the other has materially breached the Agreement and the non-breaching party
shall not terminate this Agreement until resolution of the matter. Failure of
Customer to order installation of the Minimum Site Quantity due to Customer's
inability to obtain locations for the transmission of its programming will not
constitute a material default subject to termination under this Agreement.
However, Customer's failure to order installation of [*] or more Sites by
December 31, 2000 and a total of [*] or more Sites by December 31, 2001 will
constitute a material default subject to termination under this Agreement.
Notwithstanding the foregoing, Spacenet may, on thirty (30) days' written
notice, suspend or terminate this Agreement due to Customer's non-payment of
charges due. Upon termination for material breach by either party, Customer
shall cease utilizing the Service and shall remit to Spacenet upon receipt of a
final invoice all amounts accrued or due to Spacenet up to and including the
termination date. Customer hereby consents to the jurisdiction of any court or
administrative agency having subject matter jurisdiction in which Spacenet may
elect to bring an injunctive action to require Customer to cease using the
Services at any or all Sites, as applicable, if Customer fails or refuses to do
so after receipt of notice pursuant to this Article.

B. If breach is due to the Customer, then Customer shall, in addition to the
amounts specified in Paragraph A above, pay all applicable amounts due for the
remaining term in accordance with this

Page 12

Agreement, plus deinstallation charges. Either party may pursue any other
remedies existing at law or in equity to the extent consistent with this
Agreement and its governing law. Spacenet and Customer agree that damages to
Spacenet resulting from a termination hereunder are not readily determinable
either at the time of signing of this Agreement or at the time of its
termination and that the amount of the liquidated damages is both necessary and
reasonable. Either party may bring legal action for the violation or breach of
this Agreement, and shall be entitled to recover reasonable attorneys' fees
incurred in enforcing obligations as stated herein.

C. With sixty (60) days notice and if a) at least one year of service has been
rendered, and b) if more than six months remains under the Agreement Term,
Customer may terminate the Services for its network by paying [*] of the total
remaining monthly charges for the (i) Equipment and Installation component of
the Standard Service and (ii) Space Segment component of the Standard Service,
due for the remainder of the Minimum Site Service Term for all installed Sites
(but in no event less than the Minimum Site Quantity) not having completed the
Minimum Site Service Term.

14. FORCE MAJEURE

Neither party shall be liable for failure to perform its obligations under this
Agreement to the extent such failure is due to causes beyond its commercially
reasonable control, including but not limited to externally caused transmission
interference and irreparable facility failure. In the event of a force majeure,
the party invoking this Article shall notify the other party in writing of the
events creating the force majeure and the performance obligations of the parties
will be extended by a period of time equal to the length of the delay caused by
the force majeure; provided, that if any such delay exceeds forty-five (45)
days, then following such forty-five day period either party hereto may
terminate the unperformed portions of this Agreement on ten (10) days' prior
written notice to the other party.

15. CONFIDENTIALITY

A. CONTROLLED INFORMATION - In the course of negotiating and implementing this
Agreement, each party has and will continue to have access to certain
information considered proprietary and confidential by the other party
("Controlled Information"). Each party agrees that, unless written consent is
otherwise granted by the other party, release of, access to, or use of
Controlled Information disclosed by the disclosing party to the receiving party
shall be restricted to those employees and officers of the receiving party's
organization who are advised that it has been received from the disclosing party
under their employer's commitment of confidentiality and who have a need to know
the Controlled Information in order to permit the receiving party, in good
faith, to communicate with the disclosing party for purposes of this Agreement.
The receiving party agrees to use the same degree of care to protect the
confidentiality of the Controlled Information disclosed to it as it uses to
protect its own Controlled Information, but in all events shall use at least a
reasonable degree of care.

B. EXCEPTIONS - The obligations imposed under Article 15.A above shall not apply
to Controlled Information:

a. Which becomes generally available to the public through no wrongful act of
the receiving party;

b. Which is already lawfully in the possession of the receiving party and not
subject to an existing agreement of confidentiality between the parties;

c. Which is received from a third party without restriction and without breach
of this Agreement;

d. Which was independently developed by the receiving party; or

e. Which is released pursuant to the binding order of a government agency or a
court so long as prior to any such release the receiving party provides the
disclosing party with the greatest notice permitted under the circumstances.

C. PROPRIETARY RIGHTS - Customer acknowledges and agrees that all proprietary
rights in the Equipment and Software provided by Spacenet hereunder including
but not limited to patents, copyrights and trademarks, are and shall remain at
all times the exclusive property of Spacenet or its vendors and licensors and
may not be duplicated by Customer or used except pursuant to this Agreement, and
that Customer shall not become entitled to any proprietary rights in any such
Spacenet-provided Equipment and Software. Spacenet acknowledges and agrees that
all proprietary rights in any software provided by Customer hereunder including
but not limited to patents, copyrights and trademarks, are and shall remain at
all times the exclusive property of Customer or its vendors and licensors and
may not be duplicated by Spacenet or used except pursuant to this Agreement, and
that Spacenet shall not become entitled to any proprietary rights in any such
Customer-provided software.

D. PUBLICITY - The subject matter of this Agreement may be disclosed in
advertising or publicity by either party, provided that such disclosure is
approved in writing by the non-disclosing party prior to release for
publication; provided, however that either party may include the name of the
other party in a serial list of customers or vendors (as applicable) of each
others' products and services.

16. SEVERABILITY

In the event any one or more of the provisions of this Agreement shall for any
reason be held to be invalid or unenforceable, the remaining provisions of this
Agreement shall be unimpaired, and upon mutual agreement of the parties the
invalid or unenforceable provision shall be replaced by a valid and enforceable

Page 13

provision which comes as close as lawfully possible to the intention of the
parties.

17. NON-WAIVER

The failure of either party to insist upon strict adherence to any material term
or condition of this Agreement on any occasion shall not be considered a waiver
of any right thereafter to insist upon strict adherence to that term or
condition or any other material term or condition of this Agreement.

18. RELATIONSHIP OF THE PARTIES

This Agreement is not intended by the parties to constitute or create a joint
venture, pooling arrangement, partnership, agency or formal business
organization of any kind. Spacenet and Customer shall be independent contractors
with each other for all purposes at all times and neither party shall act as or
hold itself out as agent for the other unless so designated in a separate
writing signed by the principal, nor shall either party create or attempt to
create liabilities for the other party.

19. NOTICES AND POINTS OF CONTACT

Except as otherwise provided, all important notices or other communications
required or desired to be given or sent in connection with this Agreement shall
be in writing and transmitted to the applicable party by hand delivery or U.S.
certified mail, return receipt requested, postage prepaid. Invoices and other
non-emergency communications may be transmitted via regular U.S. mail or
facsimile.

20. COUNTERPARTS

This Agreement may be executed in counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the same
instrument.

21. ENTIRE AGREEMENT

This Agreement, including all Sections listed herein, comprises the entire and
exclusive agreement of the parties with respect to the subject matter hereof and
supersedes any and all prior and contemporaneous agreements, understandings,
arrangements, proposals or representations whether written or oral, heretofore
made between the parties hereto and relating to this subject matter. It does
not, however, revoke or rescind any prior agreements for other services or
equipment which may have been executed by the parties. This Agreement may be
modified, changed or amended only by an express written agreement signed by duly
authorized representatives of both parties stating that it is an amendment.
Waivers, or purported waivers, of any provision of this Agreement shall be in
writing and signed by an authorized officer of both parties.

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SECTION C -- NETWORK IMPLEMENTATION

ORDERING PROCEDURES

A. Content of Site Orders - Customer will notify Spacenet's designated Program
Manager (via purchase orders or other mutually agreed-upon means of
communication) by facsimile (or other mutually agreed upon means of
communication) of specific Sites that it wishes Spacenet to install at least [*]
days prior to the requested installation commencement date.* In such notices,
Customer must include:

- Street, city, and state where the Equipment will be delivered and
installed;

- Requested installation date (as outlined within the time frames and
procedures identified in this Agreement);**

- Name or title and phone number of the person at each Site authorized to
work with Spacenet on all installation activities;

- Any special instructions for the installation, including deviations to the
standard Equipment configuration specified in Section A; and

- Customer unit number for the Site.

* Spacenet will use commercially reasonable efforts to complete requested
installations (provided that the total number of installs does not exceed [*]
per month) no later than sixty (60) days from the date Spacenet receives
Customer's order. Both parties understand that the goal is to install between
[*] and [*] Sites a month.

** In all instances where Customer requests a Site installation date that is
less than [*] days from the date Spacenet receives Customer's order and
Spacenet is able to meet such request, Customer shall pay the Expedite Fee for
such Site installation. Notwithstanding the above, Spacenet will, to the extent
practically reasonable, provide a reasonable number of expedited installations
(no more than [*] of the total installed Sites) at no charge in instances where
Customer has a major new opportunity with a chain customer (greater than [*]
Sites for a particular end-user) or a new network that requires an expedited
installation schedule for the first Site or first few Sites in order to
demonstrate the functionality of the system to such chain customer.

B. Purchase Orders - Standard Service, Optional Equipment and Optional Services
may be ordered via Customer's own purchase orders within the lead times provided
by Spacenet which shall be commercially reasonable. However, Customer
understands and agrees that any such purchase orders are to be used only for
purposes of facilitating the ordering of Equipment and Services under this
Agreement, and for providing a purchase order number for Customer's accounting
purposes. Customer agrees that, notwithstanding any statements to the contrary
on Customer's purchase order or other documents, the provision of Equipment and
Services as contemplated in this Agreement shall be governed solely by the terms
and conditions of this Agreement, and that any terms and conditions of
Customer's purchase order or other documents shall be null and void.

SITE INSTALLATIONS

A. STANDARD INSTALLATION - A Standard Installation includes the delivery and
installation of the Equipment set forth under "Standard Service - Equipment and
Installation" in Section A, and includes one (1) wall penetration for the IFL
cable run. The installation process consists of VSAT assembly, installing and
pointing the VSAT antenna, installing the IFL cable, integrating the PC based
DVB receiver, satellite transmitter and PC based [*] interface into the PC
System Unit, installing and connecting the PC System Unit, activating the
Customer provided Software for use with the Spacenet provided Equipment,
installing and connecting the TV using a standard wall or ceiling mount, and
installing and connecting the outdoor electronics. Other

Page 15

required efforts, such as the installation of cable conduits, trenching, or
non-standard antenna mounts, are outside the scope of a Standard Installation
and subject to quotation.

B. NON-STANDARD INSTALLATION - For any non-standard installation services or
equipment, if the estimated cost of the service or equipment necessary to
complete the installation is equal to or less than [*], no prior approval from
Customer is needed and Spacenet may complete the installation. After completion
of the installation, Spacenet shall provide to Customer a listing of the
non-standard charges. However, if the non-standard installation services or
equipment is estimated to be greater than [*], Spacenet shall not proceed with
the installation unless it receives prior approval from Customer to proceed at
the additional charges.

C. SPACENET RESPONSIBILITIES - As part of the Standard Installation, Spacenet or
its agents will:

- Obtain all licenses, permits, approvals, authorizations and clearances
required by the FCC for the operation of the Equipment (excluding any
licenses required for Sites located outside the continental United States).

- Render reasonable assistance by telephone to support Customer's efforts to
secure landlord approvals at each Site.

D. CUSTOMER RESPONSIBILITIES - At each Site, Customer or its agents will:

- Designate one individual that is authorized to make decisions relating to the
installation of the Equipment at each Site and to interface with Spacenet
during installation.

- Obtain any landlord approvals required for each Site.

- Obtain any required building permits, zoning permits, and/or zoning
variances.

- Pay Spacenet, on a Time and Materials basis, if Spacenet attends zoning
hearings or other public meetings in order to obtain a building or zoning
permit or zoning variance.

- If requested by Spacenet, use commercially reasonable efforts to provide
building construction drawings for each Site type to the Spacenet
installation manager at least thirty days prior to scheduled commencement of
installation.

- Provide a suitable secure area for installation of the antenna and all
outdoor and indoor electronics associated with the Equipment.

- Designate a location for installation of the TV (including type of mount to
be used) and PC System Unit. Such designation should be made prior to the
date of installation if commercially reasonable.

- Provide electrical supply, data interface cables, and environmental
conditioning requirements as may be required in order to meet
Spacenet-provided specifications and local Building Department codes.
Electrical supply requirements include: (1) a 120 volt single phase
electrical power receptacle within 5 feet of the PC System Unit location,
preferably with a separate 15-Amp circuit breaker; and if antenna de-icing is
provided, an additional 120 volt single phase electrical power receptacle
within 5 feet of the antenna with a separate 15-Amp circuit breaker. The PC
System Unit of the VSAT system shall be located in a Customer designated area
suitable for a personal computer, in a clear space, 18"D x 20"W x 10"H,
adequately ventilated to provide air circulation about the unit (preferably
air-conditioned) and to be free of excessive dust or dirt. (2) a 120 volt
single phase electrical power receptacle, preferably with a separate 15-Amp
circuit breaker, situated in a location such that 12 feet of wiring can be
connected from the TV to the receptacle in a safe and convenient manner
approved by Spacenet. The TV shall be located in a Customer designated area
suitable for a television and located such that 45 feet of wiring can be
connected from the PC System Unit to the TV in a safe and convenient

Page 16

manner approved by Spacenet, in a clear space, 18"D x 27"W x 27"H, adequately
ventilated to provide air circulation about the TV (preferably
air-conditioned) and to be free of excessive dust or dirt.

- Subject to Customer's security policies and procedures, provide Spacenet or
its agents with access and egress to the Site and indoor communications
equipment location at all reasonable times for installation and maintenance
of the Equipment. If commercially reasonable, prior to installation, Customer
shall deliver to Spacenet a signed letter from the end-user at the Site
authorizing the installation. The parties recognize that in certain instances
and with respect to Sites for end-users with a minimal number of VSAT Site
locations, Customer may request that the installer visit the Site without
formal written authorization. In such instances, the installer will use
commercially reasonable efforts to get the end-user to sign an authorization
form provided by Customer to the installer (which may be in the form of a
subscription agreement). In the event the installer is unable to obtain the
end-user's signature, the installer will not perform the installation and
Customer will pay Spacenet the Site Survey charge for the attempted install.

- Pay for any special conveyances (e.g. crane), services, or facilities for
transporting Equipment (e.g., the VSAT antenna) and any materials that cannot
be manually conveyed to the point of installation.

- Arrange and pay for union labor if the local jurisdiction requires labor
union members to perform or supervise the VSAT installation.

Customer is affirmatively obligated to meet all of the responsibilities set
forth above in this paragraph D. Customer's failure to perform any of such
responsibilities shall not be deemed to be grounds for termination by Spacenet;
provided that Spacenet's nonperformance of its obligations under this Agreement
shall be excused if and to the extent such Spacenet nonperformance results from
Customer's failure to perform its responsibilities. In the event Customer fails
to perform any of such responsibilities, Customer shall be obligated to pay
Spacenet for any Services rendered or Equipment provided with respect to the
Site and shall not be relieved of any of its other obligations under this
Agreement.

E. SCHEDULING INSTALLATIONS

- For all installations under this Agreement, Spacenet and Customer shall agree
to a mutually acceptable and geographically efficient Site installation
schedule. Spacenet shall plan the specific installation schedule and routing
of the installations.

- There will be no Site Survey charge applicable if the Spacenet installer is
able to perform an installation on his first visit using one of the standard
antenna mounts. Upon arrival of the Spacenet installers at a Site, if it is
determined that one of the standard antenna mounts cannot be used, or if the
Site is determined to be non-Standard for other reasons, a Site Survey will
be performed at that time instead of the installation activity for the price
specified in Section A, and the installation will be rescheduled to include
the non-standard Equipment and installation activities, subject to Customer's
approval of Spacenet's quotation for any non-standard items or services.

- Late cancellation or postponement of an installation by Customer, which is
defined as cancellation or postponement less than two (2) business days in
advance of the scheduled installation, will result in a Canceled Site
Installation charge. A Canceled Site Visit charge will be paid if Customer
fails to grant Spacenet access to a site on the scheduled installation date,
or if the site is not ready for a VSAT installation on the scheduled install
date (e.g., site under construction, no A/C power, etc.)

Page 17

SECTION D -- OPERATION AND MAINTENANCE

NETWORK AVAILABILITY COMMITMENT

The transmission services provided by Spacenet to Customer under this Agreement
have an overall Network Availability Commitment as set forth under Network
Information in Section A (calculated by dividing the number of on-line service
minutes by the number of total possible service minutes), averaged over an
annual basis. The Network Availability Commitment will not apply to Sites with
the CD ROM solution alternative. The annual measurement period shall commence
one month after the first [*] Sites have been installed. [*]

The Network Availability Commitment is measured over a 12-month period and
includes the following elements:

VSAT Equipment
TV (except if provided by Customer)
Hub earth station equipment
Satellite transponder
Hub sun transit

Spacenet will be relieved of its Network Availability Commitment to the extent
that any service interruptions are due to:

- Failure or interruption of service due to the failure or
non-performance of any terrestrial backhaul equipment,
connections, or services;

- Action or inaction by Customer, its employees, invitees, third
parties, including, but not limited to, changes in applications,
protocols, or transmission parameters from those tested and
approved by Spacenet;

- Customer-scheduled/approved down-time (maintenance, upgrades,
etc.);

- Breach of this Agreement by Customer;

- Any other cause beyond Spacenet's control, to include but not be
limited to those actions set forth under the Force Majeure
provision of this Agreement; or

- Failure or unavailability of the Customer's Data Center or
equipment not provided by Spacenet.

SITE MAINTENANCE

A. MAINTENANCE DEFINITIONS - Subject to the terms and conditions hereof,
Spacenet shall provide maintenance support for all Equipment provided as part of
this Agreement. Such maintenance shall consist of:

- Equipment maintenance which includes travel to and from the Site and
technical trouble-shooting to isolate any problems;

Page 18

- On-Site repair and replacement, as required, of malfunctioning Equipment;

- Diagnostic support of malfunctioning Equipment;

- SkyBlaster Software maintenance; and

- Coverage during Spacenet's normal Business Hours

"Business Hours" means Monday through Friday (excluding Spacenet holidays), 9:00
a.m. to 5:00 p.m. (local time of the serving field service center).

"Business Day" excludes Saturdays, Sundays and Federal, state and local
holidays. US Federal holidays observed by Spacenet maintenance and service
personnel are:

New Year's Day * Labor Day
President's Day Thanksgiving Day
Memorial Day The day after Thanksgiving Day
Independence Day * Christmas Day *

* If the holiday falls on a Saturday or Sunday, it will be observed on
the nearest Friday or Monday, as observed by Federal employees.

B. MAINTENANCE RESPONSE TIME - Spacenet will respond to Maintenance Calls or
other indications of malfunction by dispatching a service technician to the
Site to repair or replace the defective component unless the trouble can be
otherwise corrected through remote repair. No less than [*] of the time,
Spacenet shall respond to Maintenance Calls no later than [*]. In all other
instances, Spacenet shall respond to maintenance calls on a commercially
reasonable effort basis but no later than [*] Business Days. The average
response time will be based on results experienced during the prior 12-month
period of operation.

C. CUSTOMER'S MAINTENANCE RESPONSIBILITIES - [*]. In order for Spacenet to
respond to maintenance calls from Customer's Central Trouble Reporting Point,
Customer shall assure that an authorized representative shall be available at
the Site to receive the Spacenet maintenance technician(s), including
security escort, if required. In the event the Customer cannot verify that a
representative and/or security escort will be present, Spacenet shall not
dispatch or have dispatched a maintenance technician until such time as the
Customer can verify that a representative shall be available at the Site to
receive the maintenance technician(s) and contacts Spacenet with such
information. Upon dispatch of a maintenance technician, if an authorized
representative is not available at the Site to receive the maintenance
technician(s), including security escort, if required, the Canceled Site
Visit Charge shall apply and the period for Spacenet's calculation of the
service interruption period shall cease until such time as a maintenance
technician is granted access to the Site. For clarification purposes, with
respect to support of additional applications (other than the store and
forward video application and video streaming), the parties will mutually
determine who is responsible for 1st Level support.

D. MAINTENANCE EXCLUSIONS - Spacenet's maintenance obligations under this
Agreement do not include provision of consumable supplies, repair or replacement
of Equipment failures or malfunctions caused by improper installation,
operations, or maintenance, by other than Spacenet authorized representatives,
problems with the Customer provided software, relocation or modification by
Customer or others not under Spacenet's control, failure or interruption of

Page 19

Customer-provided terrestrial communications or electrical power, accident,
fire, lightning, snow, snow removal, or other hazards beyond normal range of
use, vandalism, trouble calls where no problem is found and the reported problem
does not repeat within five calendar days, or failures or malfunctions resulting
from exposure of the Equipment to conditions beyond its operating conditions.
Any such failures and malfunctions will be repaired on a commercially reasonable
effort basis and billed to Customer on a time and materials basis. Customer
shall grant or have granted access as required for maintenance of the Equipment
during maintenance hours, including appropriate security escort when required.

SOFTWARE LICENSE AND SUPPORT

A. "Software" means any computer program, including any modifications, updates,
or additions, which may be included in or with Spacenet-provided Equipment
(excluding Customer provided software for the Supported Applications and any
other Customer provided software) as object code, or in executable form in any
medium, and related materials such as diagrams, manuals and other documentation
which are for use in the Equipment provided to Customer under this Agreement.

B. By their signature of this Agreement, Spacenet grants to Customer and
Customer accepts a non-exclusive license to use or have used the Software
residing in Spacenet-provided Equipment, but only for the purpose of causing
such Equipment to operate for the provision of transmission services and not
otherwise. Customer shall not permit any third party to gain access to the
Software or transfer the Software to any third party, copy or permit to have
copied the Software, reverse engineer, disassemble, de-compile, or transmit the
Software in any form or by any means. Violation of these restrictions shall
entitle Spacenet to terminate this Software License without liability, take
possession of the Equipment and Software, and terminate this Agreement for
breach. Software is and shall remain the exclusive property of Spacenet or
Spacenet's vendors. No license other than that specifically stated herein is
granted to Customer, and Customer shall have no right under patent, trademark,
copyright, trade secret or other intellectual property of Spacenet or Spacenet's
vendors other than that granted herein.

C. Spacenet's Standard Service fees include Software license and maintenance for
the Agreement Term. During the Agreement Term, Spacenet will provide remedial
software support services so that Spacenet's software operates on the
Spacenet-provided Equipment. For clarity, the parties understand that this
software support consists of software maintenance, fixes, work-arounds, etc.
Software releases or upgrades which provide new product functionality or
features beyond the functionality or features already committed to under this
Agreement may be offered and quoted to Customer as they become available,
including new features and functionality specifically requested by Customer.
Otherwise, for so long as Customer remains current in its payment of all charges
hereunder, there is no additional charge for Software releases or upgrades that
Spacenet may incorporate into its shared hub services to Customer.

D. To the extent Customer remains current in its payments for Standard Service,
Spacenet warrants to Customer that the Spacenet-provided Software is "Year 2000
Capable", meaning that (1) its functionality will not be materially adversely
affected as a result of the date change from 1999 to 2000, including leap year
calculations, provided that all Customer-provided or other non Spacenet-provided
products and equipment used with the Equipment function properly including,
without limitation, properly exchanging date data with the Equipment; and (2) to
the extent applicable to the Equipment's normal operating specifications and
subject to any upper and lower limits in the Equipment's systems design, the
Equipment will accept, store, retrieve, compare and otherwise process dates of
January 1, 2000 and later. This warranty is subject to the limitations set forth
in Article 11 of Section B to this Agreement.

Page 20

E. With respect to any software provided by Customer for use on the Spacenet
provided Equipment, Customer grants to Spacenet a license to use such software
for all purposes in connection with this Agreement pursuant to the same terms
and conditions set forth above, provided that Customer will be obligated to
provide software support and warrant that the Customer-provided software is Year
2000 Capable for so long as the software is being used on the Spacenet-provided
Equipment.

Page 21

SECTION E -- TRAFFIC ASSUMPTIONS FOR NETWORK BANDWIDTH

The Network Bandwidth [*]

Outbound:

(1) DATA DISTRIBUTION USING [*] (OR MUTUALLY AGREED TO ALTERNATIVE MULTICAST
SOLUTION). Total weekly transmission of [*] which consists of files with an
average size of [*] (up to a maximum of [*]).

(2) POLLING REQUEST. Twice weekly sequential polling of audit reports. Each
polling request contains up to [*].

Inbound:

(1) [*] (OR MUTUALLY AGREED TO ALTERNATIVE MULTICAST SOLUTION) PROTOCOL TRAFFIC
FOR DATA DISTRIBUTION. As required to download the files to 99% of the
Sites.

(2) POLLING RESPONSE. Each polling request will generate an audit report of
[*].

(3) COMPLIANCE REPORT. Compliance reports of [*] messages will be equally
randomized over 24 hours for all of the Sites.

Page 22

SECTION F -- DEMARCATION OF SOFTWARE RESPONSIBILITIES

SPACENET SOFTWARE RESPONSIBILITES

NT software
Embedded software and drivers for the transmitter and receiver
TV2VGE software
[*] drivers
Software download and configuration management

CUSTOMER SOFTWARE RESPONSIBILITIES Store and forward video application and
video streaming [*] drivers and application software [*] application
software Software download and configuration management

In order to make the network run reliably, each party will be responsible for
delivering the respective software listed above and will implement a quality
assurance process with respect to such software. Additionally, the parties will
work together in good faith to create a quality assurance process for the
integration of all the software and will work together to integrate the
software, which will result in a reliable, stable and efficient VSAT image
("Image"). Spacenet will be responsible for the manufacture and production of
the PC System Unit which will include the released Image. Any downloads of the
software Image (or changes to the software Image) should be approved by both
parties prior to any download. Within the 45 day period following the Effective
Date, the parties will work together to create a more detailed description of
the demarcation of the software responsibilities.

Both parties will work together in good faith to integrate the [*] (or mutually
agreed to multicast software alternative) with the above listed software and the
PC System Unit in the most efficient manner with respect to bandwidth
consumption and application performance. The parties will work in good faith to
develop a way to support multiple [*] TVs from one server.

For video streaming purposes, Customer shall be responsible for the
configuration and integration of the [*]. Spacenet will be responsible for
the operation of the video server using [*]streaming software solution (or
its mutually agreed to equivalent) for the uplink at the shared hub.

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SECTION G -- [*]

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Document Metadata

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