##### 



Exhibit 10.37
 CONFIDENTIAL TREATMENT REQUESTED  EDITED COPY
  **** Certain confidential information contained in this document has been
omitted and filed separately with the Securities and Exchange Commission
pursuant to Rule 24-b-2 of the Securities Exchange Act of 1934, as amended.
Omissions are designated as [****].
 DIRECTV, INC.  2007 HOME SERVICES PROVIDER AGREEMENT
 DIRECTV, Inc Mountain Satellite, Inc
 RECITALS
           
 1




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AGREEMENT
 1. Appointment of Contractor
 Authority Exhibit l.a.i. Exhibit 1.a.ii. Exhibit l.a.iii
 Limitation
 Commencement of Work.
 Work Orders Exhibit 1.a.iii
 Reservation of Rights
 Allocations
 No Separate Business
     
 2




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2. Contractor Administrative Responsibilities
 Connectivity
 Scheduling/Management System
     
 3




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Internet/E-Mail
 Office Space
 Personnel; Vehicles; Uniforms Exhibit 2.e
 Books, Records and Inspections
 Communications Contact
     
 4




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Exhibit 2.e
 Policies and Procedures
 Representations and Warranties
 3. Contractor Installation and Service Responsibilities Exhibit 3 .
 4. Fees Payable by DIRECTV
 Services
 Fulfillment Services Exhibit 4.a.(i)
 Service Calls Exhibit 4.a.(ii)
 Credits; Refunds
     
 5




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5. Invoicing and Payment; Disputed Payment Resolution
 General
 Payments Exhibit 4.a.(i) Exhibit 4.a.(ii)
 Disputed Payment Resolution
 Overpayments
 6. Subcontractors; Liens
 Payment for Services
 Liens
     
 6




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7. Term
 8. Early Termination
 Without Cause
 With Cause
 Noncurable Breaches
             
 7




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9. Effects of Termination
   10. Exclusivity outside Exhibit 1
     
 8




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11. Other Products
 12. Defaults and Remedies
 13. Conformance to All Laws
 14. Taxes
 Contractor Taxes
 Contesting of Taxes
 15. Insurance
 Coverage
      
 9




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Companies
 Commencement of Work
 Cancellation
 Evidence of Insurance
 16. Amendment Exhibit 3.e.(v)
 17. Assignment
     
 10




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18. Indemnification
 19. Independent Contractor
 20. Employee Hiring Limitation
 21. Service Marks and Trademarks
     
 11




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22. Notices
 If to DIRECTV:
    
    DIRECTV, Inc.Vice President, Field Operations8085 South Chester, Suite 300Englewood, CO 80112with copies to:
    
    1) Senior Vice President, Field OperationsDIRECTV, Inc.8085 South Chester, Suite 300Englewood, CO 80112Fax: (303) 712-49762) Assistant General CounselDIRECTV, Inc.8085 South Chester, Suite 300Englewood, Colorado 80112Fax: (310) 964-4883Fax: (303) 712-4947If to Contractor:
    
    SEE EXHIBIT 2.e.
 23. Proprietary Information and Confidentiality
 Definition
 Restricted Use
     
 12




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Confidentiality Agreements
 No Obligation of Confidentiality
 Irreparable Damage
 Material Consideration
 24. Limitations on Damages
 25. Miscellaneous Provisions
 Reservation of Rights
 Authority to Execute
 Waiver
 Integration
     
 13




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Governing Law
 Jurisdiction and Venue
 Headings
 No Inference Against Author
 Severability
 Binding Effect
 Attorney Fees
 Remedies
 Defined Terms
 Counterpart Signatures
 Survival of Terms
 IN WITNESS WHEREOF
  CONTRACTORBy:Name:Title:
 DIRECTV, INC.By:Name:Title:
    Senior Vice President
       
 14




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EXHIBIT l.a.i.
 SERVICES/FULFILLMENT SERVICES
 Fulfillment Services
 
    
    High Power residential installations, including retail sales agents, DIRECTV Direct Sales
initiatives and fulfillment of other acquisition activities
    
    Multi-satellite residential installations including PARA TODOS, Local into Local and High
Definition
    
    Commercial customer installations (upon Contractors applicable commercial certification by
DIRECTV)Grade 1- Capable of installing up to 4 or 8 IRDs in the same commercial establishment using
one multiswitchGrade 2- Capable of installing any number of IRDs in a commercial establishment using
multiple multiswitchesGrade 3- Capable of building a headend in a commercial establishment that receives DIRECTV
programming, converts it to a standard VHF/UHF channel frequency and distributes it to a
cable ready TV set on a standard UHFNHF distribution system.
 Service Work
 
    
    Service Calls (including escalated Service Calls from other Contractors)
    
    Move/transfer installations
    
    DIRECTV System and other equipment pick-ups (disconnected and downgraded accounts)
    
    Additional outlet upgrades
    
    Relocates
    
    Multi-satellite upgrades
    
    High Definition (HD) Antenna Installation
     
 15




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EXHIBIT 1.a.ii.
 FULFILLMENT SERVICE DMAS
  DMA Assignment
 
       
 16




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EXHIBIT 1.a.iii  Statement of Work
 RESIDENTIAL
  1.
    
    Phoning the customer and confirming account information and installation times within the
scheduled timeframe established by DIRECTV (at any point during the Term, this task (the
Appointment Verification Call) shall become the .responsibility of DIRECTV upon prior
written notice from DIRECT, to Contractor).2.
    
    Reminder phone call to Customer day of the scheduled appointment3.
    
    Arrival at customers residence within the designated window of time with the proper ID badge
and uniform4.
    
    Completion of site survey.5.
    
    Planning the installation with the customer (coaxial cable muting, antenna location and
connection of devices) prior to commencement of any work.6.
    
    Notification to customer and Contractor management of any additional (non-standard /custom)
charges prior to commencement of any work.PLEASE NOTE THAT ALL NON-STANDARD CHARGES SHALL BE SUBJECT TO DIRECTVS PUBLISHED NOT TO
EXCEED PRICING FOR EACH APPLICABLE CHARGE7.
    
    Cleaning up any mess made during installation and removing it from the customers residence.8.
    
    Activation of DIRECTV service.9.
    
    Customer education on system operation and features identified in the DIRECTV Customer
Education statement of work (min. 20 minutes).10.
    
    Completion of Installation Checklist and obtaining customers signature certifying the job was
completed to their satisfaction.11.
    
    Leaving your company name and telephone number with the customer enabling them to contact
Contractor directly if there are any problems with the installation (business card).
 Standard Receiver Hook-Up, Cabling and Antenna Mounting Requirements
 1.
    
    Routing and properly attaching coaxial cable following local/NEC codes using DIRECTV approved
RG-6 coaxial cable with a max loop resistance at 100 feet of 2 ohms or less.2.
    
    Routing coaxial cable through all exterior and interior walls, as needed routing of cable
through the attic without fishing interior walls is considered standard. Routing of cable
through crawlspace and penetrating adjacent floor or wall fishing up to adjacent floor is
considered standard.3.
    
    Grounding antenna system and all coaxial cables to meet Local / NEC requirements.4.
    
    Installing one DIRECTV System IRD.5.
    
    Connection to an active telephone line capable of dialing out There is no additional charge
to the customer for installation of a phone jack for this connection.6.
    
    Mounting of antenna to meet Manufacturers and/or DIRECTV Quality Specifications, whichever is
more stringent.7.
    
    Aligning the antenna for peak signal strength.8.
    
    Completion of a system test verifying signal strength, access card match and telephone
connectivity.9.
    
    Connection of existing of air antenna or active coaxial cable drop (enabling TV to function
as it had prior to DIRECTV installation).10.
    
    Connection of co-located devices (VCR, existing surround sound. DID, video games, etc).11.
    
    Coaxial cable and fittings must meet DIRECTV specifications and all exterior connections must
be weather proofed.
     
 17




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Digital Video Recorder (DVR) Summary
 1.
    
    Optimize connection to the dual tuners of the DVR system to the DIRECTV receiver using dual
independent coaxial cable runs from the LNB or Multiswitch to the receivers dual satellite
inputs.2.
    
    Educate the customer with an explanation of the DVR features and initial steps to use the
service3.
    
    Cover all required customer education steps identified in the DIRECTV Customer Education SOW.
 18x 20 Antenna/2 or 3 LNB installation
 1)
    
    System Requirements
 a)
    
    Connection of the 110 LNB/Combiner kit when specified or required for a
customers programming choicesb)
    
    Proper connection of the multi-sat multi-switch, if required
 2)
    
    PARA TODOS Requirements
 a)
    
    Verification of the receipt and quality of the PARA TODOS channelsb)
    
    Instruction to the customer of where the PARA TODOS channels are locatedc)
    
    Instruction on changing the menu Language to/from English to Spanish
 3)
    
    VIP Requirements
 a)
    
    Includes the following as applicable: All wall fishes, All pole mounts
(including coaxial cable drop and bury), non pen or sled mounts, custom mounts
(including but not limited to tripods, under eave, and balcony mounts), diplexers (2),
and wireless phone jacks (including base and extensions). Any or all of these are
considered standard work on all VIP installs.
 4)
    
    KA/KU RD Requirements
 a)
    
    A BBC (B band converter) must be installed to the SAT IN with all H2O IRDs,
and two BBCs must be installed to each of the two SAT IN ports on the HR2O.b)
    
    All KA/KU ODUs must be peaked and aligned according to DIRECTV, Inc. and
manufactures recommendations, including fine tuning both Azimuth and Elevation
Settings.c)
    
    A Pole Mount is considered standard on all KA/KU ODUs if a pole is the only
viable location for LOS (Line of Site)
 a.
    
    If LOS can be obtained for any KA/KU ODU on the
customers home using standard installation methods and the customer
objects, requesting that the ODU be installed on a Pole Mount, custom
charges may be applied
 d)
    
    Two monopole support arms must be installed on all wall and roof mounted KA/KU
ODUs.e)
    
    A KA/KU ODU is required for all HD installations.f)
    
    A DIRECTV approved wideband 6X8 multi-switch is to be used on all KA/KU
installs requiring more than 4 lines or on WorldDirect Installs.g)
    
    A H2O or HR20 receiver is required on all KA/KU HD installs.h)
    
    Optimize the connection of the HDTV receiver to the HDTV capable/ready TV or
adaptive equipment using all cabling supplied with the HDTV receiver, and one standard
definition connection to a separate video input Verification of the receipt and quality
of the HDTV channelsj)
    
    Location of available off-air HD channels if an off air antenna is installed
for HD local programmingk)
    
    Instruction to the customer of where All HDTV channels are locatedl)
    
    Cover all required customer education steps identified in the DIRECTV Customer
Education SOW.
 5)
    
    WorldDirect Requirements
 a)
    
    Installation of the 66cm or 87cm WorldDirect ODUb)
    
    Installation of a 4x4 multi-switch with a single 66cm or 87 cm ODU with the
attached 101 LNBc)
    
    Installation of a 6x8 multi-switch with a KA/KU, 72,5,or AU2 ODU and
WorldDirect ODUd)
    
    Auto configuration on all standard APG receivers to detect WorldDirect
programminge)
    
    Location of the requested WorldDirect programming in the APG guide
     
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f)
    
    Cover all required customer education steps identified in the DIRECTV Customer
Education SOW.
 6)
    
    72.5 Requirements
 a)
    
    Installation of a DIRECTV approved 4x4 multi-switch with 2 18 ODUsb)
    
    Installation of a DIRECTV approved 6x8 multi-switch with a KA/KU, AU2 ,or
WorldDirect ODUc)
    
    Auto configuration on all standard APG receivers to detect the 72.5 local
programmingd)
    
    Cover all required customer education steps identified in the DIRECTV Customer
Education SOW.
 7)
    
    Hawaii Requirements
 a)
    
    installation of correct ODU(s) in Hawaii is required:b)
    
    To acquire the 990, 1010 and 1030 satellites requires a 1.2 M ODUc)
    
    To acquire the 1100 and 1190 satellites requires a second 1.2 M ODUd)
    
    To acquire the 950 satellite requires an 87CM ODUe)
    
    Add the appropriate LNB kits to receive the proper programming per the customer
Work Order request.f)
    
    Standard IRDs in AK or HI are the H20sg)
    
    A DIRECTV approved wideband 6X8 multi-switch is to be used on all Alaska /
Hawaii installs requiring more than 4 lines or on WorldDirect Installsh)
    
    Cover all required customer education steps identified in the DIRECTV Customer
Education SOW.
 8)
    
    Alaska Requirements
 a)
    
    Installation of the correct ODU(s) in Alaska is required.
 i)
    
    The size of the ODU is determined by Alaska DMA
 (1)
    
    Juneau 12 Meter ODU
 (a)
    
    To acquire the 992, 1012 and 103°
satellites requires a 1.2 M ODU(b)
    
    To acquire the 1102 and 1192
satellites requires a second 1.2 M ODU(c)
    
    To acquire the 952 satellite
requires an 87CM ODU
 (2)
    
    Anchorage 1.8Meter ODU
 (a)
    
    To acquire the 992, 1012 and 1032
satellites requires a 1,8 M ODU(b)
    
    To acquire the 110° and 1192
satellites requires a second 1.8 M ODU(c)
    
    To acquire the 952 satellite
requires an 87CM ODU
 (3)
    
    Fairbanks 2.4 Meter ODU
 (a)
    
    To acquire the 99, 1012 and 1032
satellites requires a 2.4 M ODU(b)
    
    To acquire the 1102 and 1192
satellites requires a second 2.4 M ODU(c)
    
    To acquire the 952 satellite
requires an 87CM ODU
 (4)
    
    Exceptions can and will be made per DMA and ODU
size if a subscriber can be converted and/or installed with a smaller
dish size.
 ii)
    
    At no time will DIRECTV service be installed with an ODU under
a 1.2M dish)
 (1)
    
    Cover all required customer education steps
identified in the DIRECTV Customer Education SOW.
 DIRECTV residential installations include all of the following:
 1.
    
    Confirmation of installation appointment. DIRECTV recommends that at a minimum, each
customer should receive two (2) pre-calls from the retailers installer or approved
Installation Company prior to any work being performed and one (1) post-call after work has
been performed (refer to current Post Call P&P). Contact the customer:
 
    
    Two (2) to three (3) days in advance of their scheduled installation to confirm both
the appointment window and work to be performed.
     
 19




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
    
    Installer or dispatcher should phone the customer on the day of the scheduled
appointment to confirm when they will arrive to begin the job. In the event that the
agreed upon timeframe is in jeopardy, the customer should be contacted and notified of
any changes.
 2.
    
    Arrival at customers residence within the designated window of time wearing proper ID and
uniform.3.
    
    Completion of a site survey and planning the installation with the customer (coaxial cable
routing, antenna location, connection of devices).4.
    
    Verify services ordered and work to be performed with customer. Any non-standard / custom
work with incremental costs associated must be communicated and agreed to in writing prior to
commencement of installation. See Addendum A for VIP Installs and Addendum B for KA/KU
installs for standard work policy changes for these install types.PLEASE NOTE THAT ALL
NON-STANDARD CHARGES OR CUSTOM WORK SHALL BE SUBJECT TO DIRECTVS PUBLISHED NOT TO EXCEED
PRICING FOR EACH APPLICABLE CHARGE.5.
    
    Routing and properly attaching DIRECTV approved RG-6 coaxial cable through external and
internal walls, as needed routing of cable through the attic without fishing interior walls is
considered standard. Routing of cable through crawlspace and penetrating adjacent floor or
wall fishing up to adjacent floor is considered standard.6.
    
    Any existing coaxial cable must be replaced unless the technician is able to verify the
integrity and the quality of the existing coaxial cable meets DIRECTVs standards. All
pre-existing coaxial cable fittings are to be replaced.7.
    
    Proper use of DIRECTV-approved drop materials from the DIRECTV Approved Materials List is
required. Proper use includes, but is not limited to, the use of approved tools for
attachment of all fittings, approved switches or diplexers, approved coaxial cable, approved
grounding devices, and approved coaxial cable clips or ties.8.
    
    All coaxial cable connections and entry points must be properly sealed.9.
    
    The system must be grounded to meet or exceed Local 1 NEC requirements.10.
    
    Properly mounting to customers home, aligning and peaking satellite antenna for maximum
signal strength. Standard mounting includes, but is not limited to, the roof, eave, outside
wall, balcony, deck, chimney pole, or ground pole mounts when necessary for line of sight, and
tripod and other Non Penetrating mounts. Six lag bolts or anchor screws must be used on all
mounting surfaces when available and the use of two monopoles for every KA/KU ODU installed on
the roof, wall or other standard location.11.
    
    The ODU should always be marked on the mast with a permanent marker for tilt, azimuth, and
elevation settings after optimal peaking and alignment. Only DIRECTV-approved ODUs should be
used. See Addendum B and C for ODU specifications for KA/KU (HD Install) and Alaska /Hawaii.12.
    
    In any market where any programming is required from the 1104 or 119 4 orbital slots, a
Triple Sat ODU is required on all installations. The exceptions are: KA/KU installs  see
Addendum B  and Alaska /Hawaii installs  see Addendum C.13.
    
    Proper installation is required of a second 18 inch ODU and integration with the proper
DIRECTV-approved multi-switch in all 72.52 markets where local channels have been requested.
     
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14.
    
    Proper installation is required of the WorldDirect ODU (95°) and integration with the proper
DIRECTV-approved multi-switch on all WoridDlrect installs.15.
    
    Dual coaxial cable runs are required on all AU2 and 18 inch installs, triple coaxial cable
runs are required on all WorldDirect (95°) installs, and quad coaxial cable runs are required
on all KAIKU and 72.5¢ installs from the ODU to the ground block or multi-switch.16.
    
    Dual coaxial cable must be run to all DIRECTV DVRs.17.
    
    Installation of one or more DIRECTV System IRDs as indicated on the customers Work Order.18.
    
    All IRDs must be connected to a land-based telephone line or DIRECTV-approved wireless phone
jack.19.
    
    Connection of existing off-air antenna or active cable drop (enabling TV to function as it
had prior to DIRECTV installation). This connection may not be diplexed/piggy backed down the
coax on any RD install where a KA/KU ODU has been installed, and must be directly run from the
off-air-antennalcable drop to the customers existing location(s) and integrated into all HD
IRDs at these same location(s).20.
    
    Connection of existing co-located devices (VCR / DVD, functioning surround sound, DVD, video
games, etc.) and programming the DIRECTV Universal Remote Control to operate all applicable
devices.21.
    
    Completion of a system test verifying signal strength (on all transponders on all required
orbital slots), access card match, and telephone connectivity.22.
    
    Activation of DIRECTV service.23.
    
    Cleaning up any mess made during installation and removing debris from the customers
residence. This includes removal of empty equipment boxes at customers request24.
    
    Removal of customers DIRECTV-utilized ODU is considered standard (upon customer request)
provided the ODU is attached to the house and is less than one meter in size; non-DIRECTV ODUs
may be removed and provided to the customer for disposal at their discretion.
 
    
    The ODU mast, reflector and LNB(s) should be removed; however, the foot of the ODU
should remain attached to the home.
 25.
    
    Customer education (minimum 20 minutes required) on the DIRECTV system operation and features
including soft and hard resets and on how our system functions with existing customer
equipment. Customer education should include but is not limited to; customers favorite
channels locations, bow to set locks and limits, favorite channels set ups, PPV ordering,
channel neighborhoods, location of local channels, DIRECTV interactive, and programming
searches. Inform the customer about channel 114 & 201 (customer information) at the end of
the customer education.
 
    
    Customer Education on the DIRECTV remote: including but not limited to, how to
program the remote, how to navigate using the remote and programming the remote for all
existing devices. If the provided codes do not enable the remote to work with the
device, a code scan must be performed. All known codes for all devices should be
written down for the customer on the receiver manual.
 26.
    
    Completion of all applicable forms and obtaining customers signature certifying the job was
completed to his or her complete satisfaction.
     
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27.
    
    Leaving installation company name and toll free or local telephone number with the customer
enabling them to contact the Installation Company directly if there are any problems with the
installation.
 28.
    
    If, after arriving at a job the installation cannot be completed and is cancelled, the
installer must explain to the customer in detail why they were not able to complete the job.
  Addendum A: VIP Professional Installs
  Addendum B: KA / KU High Definition Installs
 I.
    
    A BBC B band converter must be installed to the SAT IN with all H2O IRDs, and two BBCs
must be installed to both SAT IN connections on the HR20.II.
    
    All KA/ICU ODUs must be peaked and aligned according to DIRECTV, Inc. and manufactures recommendations, including fine
tuning both Azimuth and Elevation Settings.III.
    
    A Ground Pole Mount is considered standard on all KA/KU ODUs if needed for LOS (Line of Site), ONLY aesthetically
requested Ground Pole Mounts are considered custom labor and may be charged to the customer.IV.
    
    Two monopole support arms must be installed on all wall and roof mounted KA 1 KU ODUs.V.
    
    A KA/KU ODU is required on ALL HD installs or upgrades.VI.
    
    A wideband 6X8 multi-switch is to be used on all KA/KU installs requiring more than 4 lines
or on WorldDirect Installs.VII.
    
    A H2O and/or I-IR20 receiver is required on all KA/KU HD installs.
 Addendum C: Alaska / Hawaii Installs
 I.
    
    Installation of correct ODU(s)in Alaska / Hawaii is required:
 a.
    
    To acquire the 99, 1012 and 1032 satellites requires a 1.2 M ODU (1.8 M in
some areas)b.
    
    To acquire the 1102 and 1192 satellites requires a second 1.2 M ODU (1.8 in
some areas)c.
    
    To acquire the 952 satellite requires an 87CM ODUd.
    
    Add the appropriate LNB kits to receive the proper programming per the customer
Work Order request.
 II.
    
    Standard IRDs in AK or HI are the H20s, standard DVRs are HR20s.III.
    
    A wideband 6X8 multi-switch is to be used on all Alaska / Hawaii installs requiring more than
4 lines or on WorldDirect Installs.
 Addendum D: DIRECTV on Demand installs
 I.
    
    Installation of Internet connection to HD DVR
 a.
    
    A DIRECTV approved Ethernet adapter must be installed to an available Ethernet
connection at the customers router.b.
    
    A DIRECTV approved Ethernet adapter must also be installed to Ethernet port on
the back of the DIRECTV HDDVR.c.
    
    The DIRECTV HDDVR must be configured to connect to the DIRECTV on Demand
service.
     
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In no event shall Contractor skip any of the above steps when installing a Customer within an MDU
structure which has been previously wired for L-band distribution of the DIRECTV Service (an MDU
Resident). All such MDU Residents must receive signal from his/her own installed antenna. If an
antenna cannot be installed for any reason, the Work Order is to be cancelled and the MDU Resident
is to be informed that he/she needs to contact the building manager in order to receive information
about receiving the DIRECTV Service.
 Advanced Products Installation Checklist
 1.
    
    DVRs require continuous phone connections without exception2.
    
    For all Advanced Product installations or upgrades you will need the following:
 a.
    
    F fittingsb.
    
    Single R06 coaxial cablec.
    
    * Dual Line RG6 coaxial cabled.
    
    * Dual Ground Blockse.
    
    Standard toolsf.
    
    Spare Dual LNB
 3.
    
    If a customer currently has an 18 ODU with a single LNB and they are keeping the 18 ODU it
will have to be upgraded to a dual LNB prior to any other steps.4.
    
    Each advanced product requires 2 ports. Each standard receiver requires 1 port. Sum the
ports to determine the switch configuration needed. Examples;
 a.
    
    1 advanced product and 2 standard receivers = 4 portsb.
    
    2 advanced products and 1 standard receiver = 5 ports
 5.
    
    If the customers equipment will use a 18 ODU and will require:
 a.
    
    2 ports - DUAL LNBb.
    
    3 to 4 ports  3x4 multi-switchc.
    
    5 to 8 ports - 4x8 POWERED multi-switch
 6.
    
    If the customers equipment will use a 18x20 ODU and will require:
 a.
    
    2-4 ports - Use existing switch or built in switch KaElu or AU2 ODUb.
    
    5 to 8 ports 
 i.
    
    Use a 4x8 of 6x8 (Ka/Ku,72.5, or WorldDirect customers)
multi-switch
     
 23




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ii.
    
    2 dual ground blocks or 1 quad ground block
 The DIRECTV residential Customer Education includes the following:
 29.
    
    The technician must follow all guidelines regarding proper materials and installation
practices set forth in the standard residential statement of work.
 30.
    
    Completion of a site survey and planning the installation with the customer (Coaxial cable
routing, antenna location, connection of devices). The Technician must verify approval of the
installation and explain why the ODU is mounted in the best possible location and explain and
receive written approval for all customer installation charges.31.
    
    The technician is required to provide and review the Welcome kit with the customer.32.
    
    Customer education on the IRD, Remote control and Programming must include the following:
 a)
    
    How to perform soft and hard resets of the IRDb)
    
    How to access and navigate through the IRD guide.c)
    
    How to change inputs on TV or AV receiver for viewing of
DIRECTV or other customer equipment.d)
    
    How our DIRECTV system functions with existing customer
equipment including how to record on a VCR, how to play a DVD, and how to use
surround sound.e)
    
    How to set locks and limitsf)
    
    How to order PPVg)
    
    Location of local channels including XM music channelsh)
    
    DIRECTV interactive how to use and navigatei)
    
    Explain usage and location of all mix channelsj)
    
    How to do programming searches.k)
    
    How the Caller ID works and how to disable or enable the caller
ID and check previous call in phone numbers.l)
    
    Inform the customer about the customer information channels
(114), (201) at the end of the customer education.m)
    
    How to access games, when applicablen)
    
    How to navigate using the remote in the guideo)
    
    How to program the remote for all existing devices and how to
program new components to the DIRECTV remote.
 a.
    
    All known codes for all devices should be
written down for the customer on the receiver manual.
 p)
    
    How to navigate the menu using the remote including info and
test screensq)
    
    How to check signal strength
 33.
    
    Completion of all applicable forms and obtaining customers signature certifying the job was
completed to his or her satisfaction.
 34.
    
    Leaving installation company name and toll free or local telephone number with the customer
enabling them to contact the installation Company or installer directly if there are any
problems with the installation.
 35.
    
    Final walk through with the customer showing ODU location, Multi-switch location and type of
multi-switch if applicable, and all receiver locations.
 36.
    
    If, after arriving at a job the installation cannot be completed and is cancelled, the
installer must explain to the customer in detail why they were not able to complete the job.
     
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37.
    
    Customer Education should be a minimum of 20 minutes38.
    
    Ask customer if they are completely satisfied and if there is anything else they require.
  I.
    
    How to record programmingII.
    
    How to pause rewind and fast forward using the remoteIII.
    
    30 second skipIV.
    
    Setting up series linkV.
    
    How to access and delete recorded programming from My VODVI.
    
    How to check to do listVII.
    
    PPV purchasing and recording including the ability to record and watch laterVIII.
    
    Show the customer the location of the DVR plus channel 1000 and explain the future location of DIRECTV plus welcome video
in showcases.
  I.
    
    Off air antenna channel location and integrationII.
    
    Importance of the BBC for programming receptionIII.
    
    How to change display modeIV.
    
    HD channel locations including local channels where availableV.
    
    How to change TV FormatVI.
    
    HD DVR should encompass a combination of HD installs and DVR installs
  I.
    
    How to install and configure modemII.
    
    How to connect and reset the modemIII.
    
    How to check wireless Signal strengthIV.
    
    How to troubleshoot connectivity
  I.
    
    How to install and configure the softwareII.
    
    How to connect and reset the modemIII.
    
    How to check Signal strengthIV.
    
    How to troubleshoot connectivity
  I.
    
    How to install and configure the DIRECTV Ethernet adapter to the customers router and HDDVRII.
    
    How to connect to the DIRECTV on Demand service on the HDDVRIII.
    
    How to identify if the DIRECTV approved Ethernet adapter is functioning.
     
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EXHIBIT 2.c.
 PERSONNEL. VEHICLES AND UNIFORMS
 Personnel
    Subcontractors
     
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Identification Cards
 Vehicles
      
 27




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Uniforms
 Personal Grooming Standards
     
 28




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EXHIBIT 2.c.
 CONTRACTOR CONTACT LIST
 
     
 29




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EXHIBIT 3.
 CONTRACTOR INSTALLATION & SERVICE RESPONSIBILITIES
 General
 Customer Ownership
 Training
 Installation and Service Specifications
       
 30




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Ancillary Work in writing
 Materials Exhibit 3.d.
 Response Times
 Scheduling
     
 32




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Installations
         
 33




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Exhibit 3.e.(v)
 Equipment Retrievals
 Education: Customer Follow-up Exhibit 1.a.iii Exhibit 3.g
 Property Damage Claims; Other Claims; Injuries
     
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DIRECTV System Hardware sold to Contractor by DIRECTV Exhibit 3.i. Exhibit 3.i.
 Call Center Requirements
       
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EXHIBIT 3.d.
 DROP MATERIALS; TOOLS
 REQUIRED MATERIALS TO PERFORM EACH WORK ORDER
(subject to change from time to time)
 See the Service Provider Installation Guide, (SPIG)
 MINIMUM
TOOLS REQUIRED TO PERFORM EACH WORK ORDER
 DIRECTV® installer only
 
  Adjustable Wrench 10
    
    Cable CaddySide Cutters
    
    Drill 1/2 electric7,16 open end wrench
    
    100 grounded extension cordpliers
    
    Drukkm Cordless, ?needle nose pliers
    
    Drill Bit 1/4 x 18 MasonrySlot Screwdriver set
    
    Drill Bit
3/8 x 18 MasonryPhillip Head Screwdriver set
    
    Drill Bit
3/8 x 18 MasonryWire Strippers
    
    Drill Bit
3/8 x 18 MasonryCable Prep Tool Set for RG-56
    
    Drill Bit
5/8 x 18 MasonryCrimp Tool to match RG-6 connectors
    
    Drill Bit
5/8 x 18 MasonryRJ-11 modular Crimp Tool for Telephone
    
    Drill Bit 1/4 x 18 MasonryTelephone Wire Line Tester
    
    Drill Bit 1/4 x 18 MasonryTorque Wrench
    
    Fish Tape and Reel, 100Staple gun for phone wire application
    
    Ladder, Fiberglass, House minimum 28Hack Saw
    
    Ladder Step 6Hammer, Decking, 20 oz.
    
    100
3/8 rope hand lineLevel, Pole type
    
    Safety belt with strapTape Measure (30)
    
    Post hole Digger (9 Scissors)English socket set to 3/4 w / ratchet
    
    Spud Bar 72Metric socket set to I8mm w / ratchet
    
    Round Tip ShovelBow Saw  30
    
    Trenching ShovelTree Prune wl Fiberglass Handle5 Gallon Pail
     
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EXHIBIT 3.e.(v)
 PERFORMANCE STANDARDS/CHARGEBACKS
 Exhibit 3.e.(v)
 Service Calls within sixty (60) days of prior visit
 Cancel Rate
 Escalation Rate
 Customer Satisfaction
 ADTA
 ADTC.
      
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NON-PERFORMANCE CHARGEBACKS
 In addition to the above. Contractor may be subject to the following chargebacks:
 (i)
    
    Should Contractors overall satisfaction score fall below [****] in any
measuring month, every compensable Work Order for that month shall be reduced by
[****].(ii)
    
    DIRECTV has implemented an On Time Service Guarantee program which will
result in a [****] credit to customers who experience a late-arriving technician,
missed appointment or a No Call/No Show. This will apply to all Installation, Mover,
Upgrade or Service Call Work Orders for residential customers. The customer shall be
eligible to receive a [****] credit to his/her account if Contractors technician,
including any Approved Subcontractor, has not arrived by the end of the appointment
window (the applicable 4-hour window (or the applicable first AM/last PM window
during Daylights Savings)). To the extent that DIRECTV reasonably determines that the
customers complaint regarding a late or missed appointment is legitimate, Contractor
shall be subject to a charge back equal to the $100 credit provided by DIRECTV to the
customer.(iii)
    
    In the event that an Office of the President escalation, Contractor will be
charged back [****] if it is determined by DIRECTV, in its reasonable discretion, that
the issue is based on the poor performance of Contractor, whatever that may be. To the
extent that the customer/pending customer elects to terminate the relationship with
DIRECTV as a result of this poor performance, DIRECTV shall have the right to charge
Contractor back an additional amount of [****], for a total of [****]
 
 *
    
    The customer satisfaction score shall be determined by an overall, basic rating by the
DIRECTV customer as to the outcome of the services (both Fulfillment and Service Calls) provided by
Contractor (specifically, a rating by the customer of being not satisfied, somewhat satisfied
or very satisfied with the performance of Contractor as it relates to the Services required by
the applicable Work Order assigned by DIRECTV to Contractor). A passing customer satisfaction
score shall equate to no less than [****] out of every [****] customers acknowledgment of being
either somewhat satisfied or very satisfied with Contractors performance. Telephone
interviews of each such customer shall be conducted by DIRECTV or DIRECTV s authorized agent.     
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EXHIBIT 3.g.
 INSTALLATION 1 SERVICE SATISFACTION CHECKLIST
      
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EXHIBIT 3.i.
 SALE OF DIRECTV SYSTEMS AND COMPONENTS TO CONTRACTOR
 I. THE USE OF CONTRACTOR-OWNED DIRECTV SYSTEM HARDWARE
 1. SALE OF DIRECTV SYSTEMS.
 SALE Contractor hereby agrees that it will only use the DIRECTV System
Components purchased from DIRECTV hereunder for DIRECTV-assigned Work Orders which require the
consumption of such Contractor-owned DIRECTV System Components and for no other purpose whatsoever,
including, but not limited to. Contractors own sales initiatives, if any
 TITLE
 SECURITY INTEREST
 PAYMENT OF DIRECTV SYSTEMS; REPORTING RECONCILIATION.
 INVOICING PROCESS
     
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INVOICE DUE DATE/OFFSETTING
 HARDWARE SHIPPING SCHEDULE COSTS
 HARDWARE RECEIPT/RECONCILIATION PROCESSES
 PURCHASE OF REFURBISHED RECEIVERS
     
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CUSTOMER PURCHASE OF DIRECTV SYSTEMS/TITLE TRANSFER Exhibit 3.i
 DIRECTV DISCRETION
 DIRECTV CUSTOMER TRANSACTIONS
 HARDWARE PURCHASE PRICE
  (i)
    
    New/refurbed DIRECTV standard receivers;(ii)
    
    New/refurbed DIRECTV DVR receivers;(iii)
    
    New/refurbed high definition DIRECTV receivers;(iv)
    
    new/refurbed HDIDVR DIRECTV receivers;(v)
    
    HD antennae;(vi)
    
    ODUs;(vii)
    
    LNB; and(viii)
    
    Individual remotes
     
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HARDWARE BUYBACK
 OBSOLESCENCE
 AGREEMENT TERMINATION
 TAXES
 PROPERTY TAXES
 SALES AND USE TAXES
     
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EXHIBIT 4.a.(i)  RATE MATRIX,
  Employee Account/Upgrade  Additional Work
    
    [****]
    
    No charge to
customer for: Wall
Fish, Pole Mount,
Non-penetrating/sled
mount, custom
mounts, diplexers,
and wireless phone
jacks
  HSP/AFS/ Commission Rates ODU &Multiswitch Paid by CodeFulfillment Labor/incidental materials
    
    HSP/AFS/Regional AFS Commission RatesNon-PenPlenum
    
    Roof
    
    BlendedLabor
    
    Ballast
    
    Cabling
    
    Mount
    
    RateInstall/MoversStandard Installation
    
    [****]
    
    [****]
    
    [****]
    
    [****]
    
    [****]Advanced Products Installation (incl. DVR, HD)
    
    [****]
    
    [****]
    
    [****]
    
    [****]
    
    [****]Additional Outlet (same trip on Installation)
    
    [****]
    
    [****]
    
    [****]
    
    [****]
    
    [****]2nd ODU Install (same trip)
    
    [****]
    
    [****]
    
    [****]
    
    [****]
    
    [****]UpgradesRelocate
    
    [****]
    
    [****]
    
    [****]
    
    [****]
    
    [****]HD Upgrade
    
    [****]
    
    [****]
    
    [****]
    
    [****]
    
    [****]DVR Upgrade
    
    [****]
    
    [****]
    
    [****]
    
    [****]
    
    [****]Additional Outlet Upgrade
    
    [****]
    
    [****]
    
    [****]
    
    [****]
    
    [****]2nd ODU Upgrade ((nternational/72.5)
    
    [****]
    
    [****]
    
    [****]
    
    [****]
    
    [****]Additional Outlets, same trip
    
    [****]
    
    [****]
    
    [****]
    
    [****]
    
    [****]High Definition Antenna Install
    
    [****]
    
    [****]
    
    [****]
    
    [****]
    
    [****]
 ODU/
    
    Multi
    
    
    
    All InLabor
    
    LNB
    
    Switch
    
    IRD
    
    RateService Call
    
    [****]
    
    [****]
    
    [****]
    
    [****]
    
    [****]
     
 44




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EXHIBIT 4.a.(ii)
 SERVICE CALL PAYMENTS
      
 45




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EXHIBIT 11
 Marketing of DIRECTV Products to Customers
 DIRECTV PROTECTION PLAN
  APPOINTMENT Contractor may not sell any competing warranty
product as it relates to the DBS Service throughout the term of this Agreement.
 GENERAL
OBLIGATIONS.
 TRAINING.
 PERSONNEL.
 STANDARD POLICIES
 STANDARD OF CONDUCT
     
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TRANSMISSION OF CUSTOMER INFORMATION
 RATES AND TERMS OF SERVICES
 RATES
 CHANGES
 MISREPRESENTATIONS
 CUSTOMER ORDERS FOR SERVICE
 COMPENSATION
 PROTECTION PLAN COMMISSIONS
       
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COMMISSION RATE
  Commission Tier
    
    Take Rate Range
    
    Commission Payment
    
    60-day ChargebackTier 1
    
    [****]
    
    [****]
    
    [****]Tier 2
    
    [****]
    
    [****]
    
    [****]Tier 3
    
    [****]
    
    [****]
    
    [****]
         EXCEPTIONS
         
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CHANGES
 SET-OFFS BY DIRECTV
 TERMINATION
     
 49




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ATTACHMENT A
 PERFORMANCE-BASED INCENTIVE PAYMENTS
  A. PERFORMANCE-BASED INCENTIVE PAYMENTS
  I. PRODUCTIVITY INCENTIVE METRIC  PROVIDED THAT
 1.
    
    Service Calls within sixty (60) days of prior visit:Closed Service Call Work Orders
to the same address opened within sixty (60) days of the close date of any prior visit
(irrespective of whether the prior visit was for an installation, movers, upgrade or service
call) shall not exceed [****] of the applicable monthly closed Work Order volume.2
    
    Cancel Rate, New Installs:Contractor shall maintain a cancel rate on New
Installation work orders of less than [****] of an New Installation work orders completed.3.
    
    Escalation Rate:Opened escalations as a percentage of all monthly scheduled work
orders shall be less than [****] in Q2, 2007 (lowered to [****] in Q3 and [****] in Q4).4.
    
    Customer Satisfaction:Contractor shall achieve a monthly blended customer
satisfaction score as measured across Contractors entire territory, based on customer
interviews conducted by a third party, of no less than [****].5.
    
    Work Reassignment:No Work Orders (within the applicable DMA) have been Reassigned
during the measuring period by DIRECTV due to Contractors inability to manage the provided
volume of work within the performance standards as set forth herein; provided, however, that
uncontrollable weather/force majeure events or out of the ordinary DIRECTV initiatives within
the DMA shall be reasonably excluded by DIRECTV. For the purposes of this Attachment A,
Reassigned shall mean that the Work Order has been routed to a Secondary Provider in the
DMA/management area where Contractor is the current primary provider. Should that particular
DMA/management area ever be bifurcated , Contractor will no longer be held accountable for
Work Orders in that area which no longer identifies Contractor as the primary provider.
  For a Productivity calculation (as provided in your daily productivity reporting) of greater than
or equal to [****] for the applicable month, [****] applicable DMA
  For a Productivity calculation of greater than or equal to [****] for the applicable month, [****]
     
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the applicable DMA
 II. CUSTOMER SATISFACTION INCENTIVE PROVIDED THAT
 1.
    
    Service Calls within sixty (60) days of prior visit:Closed Service Call Work Orders
to the same address opened within sixty (60) days of the close date of any prior visit
(irrespective of whether the prior visit was for an installation, movers, upgrade or service
call) shall not exceed [****] of the applicable monthly closed Work Order volume.2
    
    Cancel Rate, New Installs:Contractor shall maintain a cancel rate on New
Installation work orders of less than [****] of all New Installation work orders completed.3.
    
    Escalation Rate:Opened escalations as a percentage of all monthly scheduled work
orders shall be less than [****] in Q2, 2007 (lowered to [****] in Q3 and [****] in Q4).4.
    
    Customer Satisfaction:Contractor shall achieve a monthly blended customer
satisfaction score as measured across Contractors entire territory, based on customer
interviews conducted by a third party, of no less than [****].5.
    
    Work Reassignment:No Work Orders (within the applicable DMA) have been Reassigned
during the measuring period by DIRECTV due to Contractors inability to manage the provided
volume of work within the performance standards as set forth herein; provided, however, that
uncontrollable weather/force majeure events or out of the ordinary DIRECTV initiatives within
the DMA shall be reasonably excluded by DIRECTV.
  For a Customer Satisfaction Very Satisfied rating greater than or equal to [****] in Q2, 2007
(increased to [****] in Q3 and [****] in Q4), [****]
  For a Customer Satisfaction Very Satisfied rating greater than or equal to [****] in Q2, 2007
(increased to [****] in Q3 and [****] in Q4), [****]
     
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*
    
    The Customer Satisfactionscore shall be determined by an overall, basic rating by the DIRECTV
customer as to the outcome of the services (specifically, Installation, Mover, Former Customer,
Upgrade, and Service Calls) provided by Contractor (specifically, a rating by the customer of being
not satisfied, somewhat satisfied or very satisfied with the performance of Contractor as it
relates to the Services required by the applicable Work Order assigned by DIRECTV to Contractor).
A passing (minimum) customer satisfaction score for incentive eligibility shall equate to no less
than [****] out of every [****] customers acknowledgment of being either somewhat satisfied or
very satisfied with Contractors performance. Telephone interviews of each such customer shall be
conducted by DIRECTV or DIRECTVs authorized agent.     
 52