Urban Television Network Corporation
                                                                       T50211100
                                        General T's & C's - Domestic Channelized
                                                                        11-20-02
EXHIBIT 10.4                                                        Page 1 of 12



                            LORAL SKYNET PROPRIETARY
                                     GENERAL
                                                                T50211100
                              TERMS AND CONDITIONS
                                     OF THE
                                AGREEMENT BETWEEN
                                    CUSTOMER
                                       AND
                                  LORAL SKYNET
               CONCERNING SKYNET(R) LEASED SPACE SEGMENT CAPACITY
                        FOR TELSTAR CHANNELIZED SERVICES



1.       WARRANTY EXCLUSIONS

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

2.       PAYMENT OF CHARGES

Service  charges begin on the first day Service starts  pursuant to Section 1 of
the Service  Description  (SKYNET  SERVICES)  and continue  through the last day
Service is provided.  Partial monthly billing is calculated  using a thirty (30)
day month. If Service is provided for any part of a day (beginning and ending as
determined by Eastern  Standard / Daylight  Savings  Time), a full day's payment
will be charged. Service charges are billed to the CUSTOMER before or during the
first week of each month in which Service is provided to the CUSTOMER or as soon
as is practicable  following the start of Service in the event Service begins at
some time other than the first day of the month. Payment for Service is due from
CUSTOMER to SKYNET as specified on SKYNET's invoices.  For a full calendar month
of Service,  payment is due no later than the first day of the following  month.
Service may be discontinued for nonpayment of a bill ten (10) days beyond notice
from SKYNET to CUSTOMER of payment  past due. All payments by CUSTOMER to SKYNET
shall be:  (i) made in U.S.  dollars,  and (ii)  shall be  considered  paid upon
receipt of  collected  funds by  SKYNET.  Any and all fees  associated  with the
payment of the bill are the responsibility of the CUSTOMER.

         2.1      SECURITY PAYMENT

         To  safeguard  its  interests,  SKYNET  requires  customers  to remit a
         security  deposit.  The amount of the security deposit and the date due
         are as  specified  in Section 3 of the Service  Description  ("SECURITY
         PAYMENT").  Failure to remit such required security payment in a timely
         manner shall be considered a material  breach of this  Agreement.  Such
         deposit  will be  held as a  guarantee  for the  payment  of any or all
         charges due hereunder.  This security deposit does not relieve customer
         of  the   responsibility   for  the   prompt   payment  of  bills  upon
         presentation.  The security  deposit will be held by SKYNET and applied
         to customer's  final  bill(s).  All of the security  deposit  amount in
         excess of the last billed amounts will be refunded to customer upon the
         expiration or earlier termination of this Agreement.

3.       INTEREST ON LATE PAYMENTS

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

4.       TAXES

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

<PAGE>
                                            Urban Television Network Corporation
                                                                       T50211100
                                        General T's & C's - Domestic Channelized
                                                                        11-20-02
                                                                    Page 2 of 12

         4.2      For  purposes of this  Paragraph  4, the term "Tax" or "Taxes"
                  shall  mean all  federal,  state,  local,  foreign,  tribal or
                  provincial taxes,  charges,  fees,  levies,  imposts,  duties,
                  tariffs, surcharges, or other assessments,  including, without
                  limitation,  sales,  use,  transfer,  gross receipts,  excise,
                  withholding, Universal Service Fund assessments or any similar
                  charges  or  assessments,  value  added,  goods and  services,
                  government  and/or signatory  "mark-up" on space segment,  and
                  all taxes, charges, fees, levies,  imposts,  duties,  tariffs,
                  surcharges,  or other assessments placed by, or replacing, any
                  of the  above,  or other tax or  governmental  fee of any kind
                  whatsoever  imposed by any governmental  authority,  including
                  any  interest  or  penalties  or  additions  thereto,  whether
                  disputed or not, provided, however, that the term Tax or Taxes
                  shall not include any taxes imposed on SKYNET's net income.

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

5.       TYPES OF SPACE SEGMENTS

FULLY PROTECTED SPACE SEGMENTS (If Applicable)

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

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

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

PREEMPTIBLE / NON-PROTECTED SPACE SEGMENTS (If Applicable)

"Preemptible"  space  segments  are  not  protected  in the  event  of  failure.
Preemptible space segments may be preempted on a permanent or temporary basis to
restore protected  service.  If CUSTOMER  continues to use any Preemptible space
segment  longer  than  five (5)  minutes  following  notification  or  attempted
notification  by SKYNET of its  preemption  to restore a  protected  service,  a
Preemption Notification Charge shall apply at the rate of eleven hundred dollars
($1,100.00) per minute or each fraction  thereof for each minute after such five
(5) minute period.  For purposes of  notification  concerning  preemption of any
Preemptible space segment CUSTOMER shall specify,  in writing to SKYNET prior to
the start of  Service  provided  under this  Agreement,  a  telephone  number or
numbers  where  designated  CUSTOMER  personnel  may be reached by SKYNET.  Such
contact telephone  number(s) and CUSTOMER personnel shall remain in effect until
further written notice is given,  if ever, by CUSTOMER,  changing the designated
contact telephone  number(s) and/or personnel.  The five (5) minute notification
period  specified  above shall begin to run from the time the telephone  call is
completed  with  the  CUSTOMER  representative  or from  the  time of  attempted
notification  of  CUSTOMER  if there is no  answer  at the  CUSTOMER  designated
telephone number. Nothing in this Agreement shall prevent SKYNET from taking any
action that is  required by law to take in  accordance  with the  provisions  of
Section 708 of the  Communications  Act of 1934,  as amended,  47 U.S.C.  606 if
Preemptible  Service is temporarily  preempted CUSTOMER will be credited for the
period of interrupted service as follows. The effective rate of each Preemptible
space segment for the purpose of calculating  credit due to preemption  shall be
the monthly rate of the space  segment  divided by the number of space  segments
being  furnished at that time.  The actual  amount  credited  shall be pro rated
based on the  actual  time  CUSTOMER  is  without  the  space  segment  Service.
Notwithstanding  anything in this  Agreement,  to the extent  CUSTOMER  does not
comply with any  permitted  preemption,  SKYNET  shall have the right to prevent
CUSTOMER's  use of the  preempted  Service,  including  SKYNET's  right to deny,
temporarily  suspend,  or  terminate  the Service  permanently  without  further
notice.

6.       SPACE SEGMENT INTERRUPTION OR FAILURE

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

                                            Urban Television Network Corporation
                                                                       T50211100
                                        General T's & C's - Domestic Channelized
                                                                        11-20-02
                                                                    Page 3 of 12

         6.2      Failure  -  for  the  purpose  of  this  Agreement  a  failure
                  ("Failure") shall be defined as any of the following:
         a)       the  inability,  for any  period  of  sixty  (60)  consecutive
                  minutes,  to pass signals  through a space  segment when it is
                  illuminated with any authorized transmitted carrier, or
         b)       an Interruption for any period of twenty-four (24) consecutive
                  hours.

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

7.       RESTORATION OF A FAILED SPACE SEGMENT

FULLY PROTECTED SPACE SEGMENT (If Applicable)

In the  event  any Fully  Protected  space  segment  provided  hereunder  fails,
pursuant to Paragraph 6 ("SPACE SEGMENT  INTERRUPTION OR FAILURE") above, and if
SKYNET is unable to restore  Service on the affected  space segment by switching
in spare  equipment  that may be available on the  satellite at the time of such
failure, then SKYNET shall restore such Service either (1) on a space segment of
the same frequency band,  having the same bandwidth and the equivalent  power as
the failed space segment, on the same satellite or (2) on a space segment of the
same frequency band, having the same bandwidth, and equivalent power, on another
SKYNET  satellite  then in orbit.  Such space segment will then become the Fully
Protected space segment.

NON-PROTECTED SPACE SEGMENT  (If Applicable)

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

8.       USE OF THE SERVICE

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

         (i)      If the Different Loading Plan involves Digital Carriers, whose
                  uplink and downlink spectral  densities are the same as in the
                  initial   loading  plan,   then  CUSTOMER  shall  provide  the
                  Different  Loading Plan to SKYNET, no later than fourteen (14)
                  days prior to the start date of such  Different  Loading Plan,
                  identifying its characteristics, and
         (ii)     If the  Different  Loading  Plan  involves  the addition of or
                  changes to analog Carriers or the addition of digital carriers
                  whose uplink and downlink  spectral  densities  are  different
                  than what is in the initial  loading plan, then CUSTOMER shall
                  provide a written  request to SKYNET,  no less than sixty (60)
                  days prior to the desired start date of such Different Loading
                  Plan,  identifying the characteristics,  and the desired start
                  date of such Different Loading Plan.
<PAGE>
                                            Urban Television Network Corporation
                                                                       T50211100
                                        General T's & C's - Domestic Channelized
                                                                        11-20-02
                                                                    Page 4 of 12

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

9.       LIMITATION OF LIABILITY

         9.1      With  respect  to any  claim or suit,  by  CUSTOMER  or by any
                  others,   for  damages   associated  with  the   installation,
                  provision, termination,  maintenance, repair or restoration of
                  service,  and subject to paragraphs  9.2. and 9.5.  following,
                  SKYNET's  liability  if any shall not exceed the lesser of ONE
                  HUNDRED THOUSAND DOLLARS  ($100,000.00) AND an amount equal to
                  the proportionate charge provided for under this Agreement for
                  the  service  for the  period  during  which the  service  was
                  affected.  This  liability for damages shall be in addition to
                  any amounts  that may  otherwise  be due  CUSTOMER  under this
                  Agreement as a Credit  Allowance for  Interruptions  described
                  herein.

         9.2      SKYNET is not  liable for  damages  associated  with  service,
                  space segments, or EQUIPMENT, WHICH it does not furnish.

         9.3      SKYNET, ITS PARENT, THEIR SUBSIDIARIES AND AFFILIATES, AND THE
                  DIRECTORS,  EMPLOYEES,  AGENTS  AND  SUBCONTRACTORS  OF ALL OF
                  THEM,  shall be  indemnified,  defended,  and held harmless by
                  CUSTOMER against all claims, losses, or damages resulting from
                  the use of  services  furnished  pursuant  to this  Agreement,
                  involving:

                  9.3.1.   Claims  for  libel,  slander,  invasion  of  privacy,
                           infringement of copyright,  OR ANY CLAIM BASED ON THE
                           CONTENT  OF  ANY   TRANSMISSION   arising   from  any
                           communication;

                  9.3.2.   Claims for patent infringement arising from combining
                           or  using  the   service   furnished   by  SKYNET  in
                           connection with facilities or equipment  furnished by
                           others; or

                  9.3.3.   All other  claims  arising out of any act or omission
                           of others relating to services  provided  pursuant to
                           this Agreement.

         9.4      No license  under patents  (other than the limited  license to
                  use) is  granted  by  SKYNET or shall be  implied  or arise by
                  estoppel,  with  respect  to any  service  offered  under this
                  Agreement.  SKYNET  will  defend  CUSTOMER  against  claims of
                  patent infringement arising solely from the use by CUSTOMER of
                  services  offered  under  this  Agreement  and will  indemnify
                  CUSTOMER for any damages awarded based solely on such claims.

         9.5      subject to the  PROVISIONS  OF PARAGRAPH  11 OF THESE  GENERAL
                  TERMS AND CONDITIONS ("Credit  AllowanceS"),  SKYNET's failure
                  to provide or maintain  services under this Agreement shall be
                  excused by labor difficulties;  laws, regulations,  orders, or
                  other  actions or  inactions  of any  governmental  authority;
                  civil commotions;  acts of God and other circumstances  beyond
                  SKYNET's reasonable control.  EACH SUCH EVENT SHALL CONSTITUTE
                  A FORCE MAJEURE.

         9.6      NOTWITHSTANDING ANYTHING TO THE CONTRARY,  SKYNET SHALL NOT BE
                  LIABLE FOR  INCIDENTAL,  INDIRECT,  SPECIAL  OR  CONSEQUENTIAL
                  DAMAGES, OR FOR LOST PROFITS, SAVINGS OR REVENUES OF ANY KIND,
                  WHETHER OR NOT SKYNET HAS BEEN ADVISED OF THE  POSSIBILITY  OF
                  SUCH DAMAGES.
<PAGE>
                                            Urban Television Network Corporation
                                                                       T50211100
                                        General T's & C's - Domestic Channelized
                                                                        11-20-02
                                                                    Page 5 of 12

10.      INTER-PARTY WAIVER OF THIRD PARTY LIABILITY

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

11.      CREDIT ALLOWANCES

Credit allowances, may be given to CUSTOMER for Interruptions and/or Failures as
defined in Paragraph 6 ("SPACE SEGMENT  INTERRUPTION OR FAILURE")  above.  These
credit  allowances  will be applied against amounts not yet paid or in the event
of such interruption or failure during the final month of Service will result in
a refund equal to the amount of the credit allowance. An Interruption or Failure
period  begins  when  CUSTOMER  reports  the  Service  to a space  segment to be
interrupted  or failed and releases the affected  space  segment for testing and
repair.  An  Interruption or Failure period ends when the affected space segment
is operative.  If CUSTOMER  reports a space segment to be  interrupted or failed
but  declines  to release it for  testing and  repair,  it is  considered  to be
impaired,  but not interrupted or failed.  An impaired  Service is one which the
customer  has chosen to operate  and as such is not  entitled  to any service or
billing  credit for the period of time  CUSTOMER is using the impaired  Service.
All credit  allowances  are  calculated on the basis of a thirty (30) day month,
not on the actual number of days in a given month.  Credit  allowances are given
for each incidence of  Interruption  or Failure of more than thirty (30) minutes
and  are  given  in one  (1)  minute  increments.  Specific  one  minute  Credit
Allowances will be calculated based on the monthly charge for the affected space
segment.  Credit Allowances will not be given for Interruptions or Failures that
are a result of any of the following reasons:

         (1)      Interruptions  or Failures  caused by the action or failure to
                  act of  CUSTOMER or others  authorized  by CUSTOMER to use the
                  affected  space  segment,  not pursuant to the  directions  of
                  SKYNET.
         (2)      Interruptions  or Failures during periods when CUSTOMER elects
                  not to release the affected space segment for testing.
         (3)      Interruptions or Failures due to the effects of sun transit on
                  receiving earth stations.
         (4)      Interruptions or failures due to service affecting atmospheric
                  conditions.


12.      CONTENT OF TRANSMISSIONS

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

13.      SCRAMBLING

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

14.      REFUSAL OF SERVICE

SKYNET shall have the right,  immediately upon oral or written notice, to refuse
the  provision  of  Service,  including  but not limited to Service at that time
being  provided,  in the event that  SKYNET has reason to believe the Service is
being, or is intended to be, used in a way that SKYNET might have to rely on the
substance of Paragraph 9.3.1 ("LIMITATION OF LIABILITY") hereof, or the material
being  transmitted by CUSTOMER is harmful to the SKYNET name or business,  or if
CUSTOMER  is  indicted  or is  otherwise  charged as a  defendant  in a criminal
proceeding,  or is convicted  under any obscenity  law, or has been found by any
governmental  authority to have violated any such law. Nothing in this Paragraph
14 shall affect any other term or condition hereof including without  limitation
any  obligation  under  Paragraph  9.3.1  ("LIMITATION  OF  LIABILITY")  or  any
obligation  to pay the rates in Section 2 ("RATES")  of the Service  Description
throughout its term.
 <PAGE>
                                            Urban Television Network Corporation
                                                                       T50211100
                                        General T's & C's - Domestic Channelized
                                                                        11-20-02
                                                                    Page 6 of 12
15.      ASSIGNMENT / RESALE

         15.1     ASSIGNMENT

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

         15.2     RESALE

         To the extent not otherwise prohibited by rule, regulation,  or law, in
         the event CUSTOMER  desires to publicly  advertise or market all or any
         part of the Service to a third party,  CUSTOMER  shall notify SKYNET in

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

         To the extent  CUSTOMER  obtains a premium for the assignment or resale
         of this Agreement or capacity under this Agreement,  CUSTOMER shall pay
         SKYNET fifty percent (50%) of such premium.

16.      NON-INTERFERENCE

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

17.      IMPROPER ILLUMINATION

The term "Improper  Illumination"  shall be defined as: (i) transmissions  other
than as specified in the SKYNET  Performance  Parameters  set forth in Exhibit A
(PERFORMANCE  PARAMETERS),  (ii) transmissions at an incorrect frequency,  (iii)
transmissions at excessive power levels, and/or (iv) any illumination that could
cause harm or  interference  to any  transponder or space segment on the serving
satellite. If SKYNET detects any Improper Illumination, as defined above, of any
transponder and/or space segment provided under this Agreement,  it shall notify
CUSTOMER by calling the phone number that  CUSTOMER  hereby agrees to provide to
the applicable  SKYNET operation center at the time of initial Satellite access,
at which number(s)  CUSTOMER  represents it is reachable  twenty-four  hours per
day,  seven  days per  week,  365 / 366 days per year  ("Notification  Number").
Within  five (5) minutes of such  notification,  CUSTOMER  shall take  immediate
corrective action to stop the Improper Illumination. In the event CUSTOMER fails
to stop the Improper Illumination within such time period, SKYNET shall have the
right  to take  immediate  action,  including  but  not  limited  to  suspending
CUSTOMER's  Service on the  affected  transponder  and/or space  segment  and/or

<PAGE>
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                                                                       T50211100
                                        General T's & C's - Domestic Channelized
                                                                        11-20-02
                                                                    Page 7 of 12

immediately  terminating this Agreement,  in order to protect SKYNET's  services
and/or  interests.  If Service is suspended,  CUSTOMER  shall continue to remain
liable for all charges and other amounts payable during the suspension period in
accordance with the terms hereof until CUSTOMER cures the default (in which case
SKYNET will then  reactivate  the  Service).  If this  Agreement is  terminated,
CUSTOMER shall pay for Service  received through the time of termination and any
Early  Termination  Charges  that may be due  pursuant  to  Paragraph  20 (EARLY
TERMINATION  CHARGE).   Notwithstanding  any  such  suspension  or  termination,
CUSTOMER shall, upon receipt of SKYNET's invoice therefor,  reimburse SKYNET for
the full value of any credit  allowance(s) that SKYNET grants to any customer(s)
whose  service  was  interrupted  as a  direct  result  of  CUSTOMER's  Improper
Illumination.

18.      GENERAL OBLIGATIONS

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

19.      TERMINATION

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

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

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

20.      EARLY TERMINATION CHARGE

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

21.      CHANGES IN OPERATIONS OR PROCEDURES

Nothing  herein  shall be  construed  as  preventing  SKYNET from  changing  its
operations,  procedures or Transmission  Parameters,  provided that such changes
are required:  (i) to comply with changes mandated by any authorized  government
agency with jurisdiction, (ii) as a result of inter-satellite coordination (iii)
to switch equipment as required to protect the health of the satellite, (iv) for
transmission  path component  replacement,  (v) to move the satellite for debris
avoidance,  (vi) for CUSTOMER application specific coordination changes or (vii)
to modify uplink operation to protect the health of the satellite. SKYNET is not
responsible  to  CUSTOMER  if any such  changes in  operations,  procedures,  or
Transmission  Parameters  (I)  affects any  facilities,  CUSTOMER  equipment  or
CUSTOMER  communications  system in any way, or (ii) requires their modification
in order to be used with any  transponder  provided  pursuant to this Agreement.
However,  if such changes can be reasonably  expected to  materially  affect the
operating or transmission characteristics of the Service, or render any CUSTOMER
equipment  or CUSTOMER  communications  system  incompatible  with the  Service,
SKYNET shall use reasonable  efforts to provide adequate notice, in writing,  to
allow CUSTOMER an opportunity to maintain  uninterrupted  Service.  However,  if
both parties agree that such changes would materially  affect  CUSTOMER's use of
the  Service,  CUSTOMER  with respect to monthly  paid  Service,  shall have the
right, at its option, within sixty (60) days after its receipt of notice of such

<PAGE>
                                            Urban Television Network Corporation
                                                                       T50211100
                                        General T's & C's - Domestic Channelized
                                                                        11-20-02
                                                                    Page 8 of 12

change,  and upon thirty (30) days notice to SKYNET, to terminate this Agreement
without  liability  except  for  such  Service  as has  already  been  rendered.
Provided,  however, if SKYNET eliminates such material effects within the thirty
(30) days notice period, this Agreement will not terminate.

22.      SPACE SEGMENT ASSIGNMENT

Assignment of the specific space segments to be used for the Service remains the
sole prerogative of SKYNET.  During the term of this Agreement SKYNET shall have
the right to  change  any of the space  segment  assignments  with not less than
thirty (30) days prior written  notice to CUSTOMER.  Upon the  effectiveness  of
such  assignment  change,  the  CUSTOMER  must  vacate the  previously  occupied
frequencies.

23.      FAILURE TO VACATE THE SERVING SATELLITE

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

24.      NO POSSESSORY INTEREST, BANKRUPTCY

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

25.      THIRD PARTY BENEFICIARIES / INDEPENDENT CONTRACTOR

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


<PAGE>

                                            Urban Television Network Corporation
                                                                       T50211100
                                        General T's & C's - Domestic Channelized
                                                                        11-20-02
                                                                    Page 9 of 12

26.      PUBLICITY AND ADVERTISING

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

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

27.      CONFIDENTIALITY

This Agreement shall be kept strictly confidential, except for disclosure (1) to
the extent required by the law or legal process, in which case the parties shall
seek  confidential  treatment  of the  document  and the  information  contained
herein, (2) as a part of normal accounting and auditing procedures,  (3) to each
party's  parent  company,  or (4)  to a bona  fide  potential  purchaser  of the
applicable  business,  investment  bankers  and bona  fide  potential  or actual
lenders,  provided  any such  party  shall  have  agreed to keep this  Agreement
confidential  pursuant to an agreement containing terms substantially similar to
those in Paragraph 28 ("NON-DISCLOSURE OF INFORMATION") hereof.

28.      NON-DISCLOSURE OF INFORMATION

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

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

         28.3     Information  that is  provided  in a  tangible  form  shall be
                  marked  in  a  manner  to  indicate   that  it  is  considered
                  proprietary  or  otherwise  subject to  limited  distributions
                  provided herein.  If the Information is provided  orally,  the
                  disclosing   party   shall   clearly   identify  it  as  being
                  proprietary  at the time of  disclosure,  and within  five (5)
                  working days of such  disclosure,  confirm the  disclosure  in
                  writing to the other party.  With respect to Information,  the
                  party to whom the  Information  is disclosed and its employees
                  shall:
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                                            Urban Television Network Corporation
                                                                       T50211100
                                        General T's & C's - Domestic Channelized
                                                                        11-20-02
                                                                   Page 10 of 12

                  a.       hold the  Information in confidence and protect it in
                           accordance with the security  regulations by which it
                           protects   its  own   proprietary   or   confidential
                           information, which it does not wish to disclose;
                  b.       restrict  disclosure  of the  information  solely  to
                           those  employees with a need to know and not disclose
                           it to any other persons;
                  c.       advise  those  employees  of their  obligations  with
                           respect to the information; and
                  d.       use  the   information   only  in   connection   with
                           implementing   this   Agreement   and  in  continuing
                           discussions  and  negotiations  between  the  parties
                           concerning  the service,  except as may  otherwise be
                           agreed upon in writing.

         28.4     The  party to whom  Information  is  disclosed  shall  have no
                  obligations  to  preserve  the   proprietary   nature  of  any
                  Information that:
                  a.       was previously known to it free of any obligations to
                           keep it confidential;
                  b.       is disclosed to third parties by the disclosing party
                           without restriction;
                  c.       is  or  becomes  publicly  available  by  other  than
                           unauthorized disclosure; or
                  d.       is independently developed by the receiving party.

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

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

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

29.      NO WAIVER / CUMULATIVE REMEDIES

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

30.      GOVERNING LAW

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

31.      SUCCESSION

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


32.      HEADINGS

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


<PAGE>

                                            Urban Television Network Corporation
                                                                       T50211100
                                        General T's & C's - Domestic Channelized
                                                                        11-20-02
                                                                   Page 11 of 12

33.      RETIREMENT OF SATELLITE

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

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

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

34.      EXPORT CONTROL

CUSTOMER will not use, distribute,  transfer or transmit any products,  software
or technical  information  (even if incorporated  into other products)  provided
under this Agreement  except in compliance with U.S. export laws and regulations
(the  "Export  Laws").  CUSTOMER  will not,  directly or  indirectly,  export or
re-export the  following  items to any country which is in the then current list
of prohibited countries specified in the applicable Export Laws: (a) software or
technical  data  disclosed  or  provided  to  CUSTOMER  by  SKYNET  or  SKYNET's
subsidiaries  or  affiliates;  or (b) the  direct  product of such  software  or
technical  data.  CUSTOMER  agrees to promptly  inform  SKYNET in writing of any
written  authorization  issued by the U.S.  Department of State office of export
licensing  to export  or  re-export  any such  items  referenced  in (a) or (b).
CUSTOMER also will not,  without the prior written consent of SKYNET,  export or
re-export,  directly or  indirectly,  any technical  data or software  furnished
hereunder  from the country in which SKYNET first provided the technical data or
software to CUSTOMER  hereunder,  except to the United States.  The  obligations
stated  above in this  clause  will  survive  the  expiration,  cancellation  or
termination of this Agreement or any other related agreement.

35.      ARBITRATION

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

36.      COUNTERPARTS

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

<PAGE>

                                            Urban Television Network Corporation
                                                                       T50211100
                                        General T's & C's - Domestic Channelized
                                                                        11-20-02
                                                                   Page 12 of 12








                          SKYNET SPACE SEGMENT SERVICE


                                    EXHIBIT A


                             PERFORMANCE PARAMETERS

<PAGE>

                                            Urban Television Network Corporation
                                                                       T50211100
                                                             Service Description
                                                                        11-20-02
                                                                     Page 1 of 4


                            LORAL SKYNET PROPRIETARY

                                AGREEMENT BETWEEN
                                                        T50211100
                      URBAN TELEVISION NETWORK CORPORATION

                                       AND

                                LORAL SKYNET(R)1

                     CONCERNING SKYNET SPACE SEGMENT SERVICE

This  Agreement  is made this 20th day of  November,  2002 by and between  Urban
Television Network Corporation,  a corporation  organized and existing under the
laws of the State of Nevada and having its place of  business  at 18505  Highway
377 South, Fort Worth, Texas 76126 (hereinafter referred to as "CUSTOMER", which
expression  shall  include its  successors  and  permitted  assigns),  and Loral
Skynet, a division of Loral SpaceCom  Corporation,  a corporation  organized and
existing under the laws of the State of Delaware, and having a place of business
at 500 Hills Drive,  Bedminster,  New Jersey 07921  (hereinafter  referred to as
"SKYNET", which expression shall include its successors and permitted assigns).

                                   WITNESSETH:

WHEREAS,  SKYNET has satellite capacity available on its Telstar 5 satellite for
the purpose of providing service to customers on such satellite; and

WHEREAS, CUSTOMER desires to obtain C-Band space segment capacity service on the
Telstar 5 satellite;

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


1.       SKYNET SERVICES

         1.1      SKYNET  offers and  CUSTOMER  hereby  orders  satellite  space
                  segment  service from  November 22, 2002 through and including
                  November 21, 2005. Such service  consists of  Non-Preemptible,
                  C-Band satellite space segment capacity, consisting of 6.0 MHz
                  of power equivalent bandwidth ("PEB") on a full-time basis via
                  the Telstar 5 satellite (the "Serving Satellite"),  located at
                  97(Degree)  W.L.,  along with Telemetry,  Tracking and Control
                  ("TT&C"), and maintenance of the satellite used to provide the
                  space  segment  capacity   (collectively,   the  "Service"  or
                  "Services").

<PAGE>

                                            Urban Television Network Corporation
                                                                       T50211100
                                                             Service Description
                                                                        11-20-02
                                                                     Page 2 of 4


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


2.       RATES

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

                                                                Monthly Rate Per
         Quantity  Service          Satellite        Term        Space Segment
         ----------------------------------------------------------------------
         1 (one)   6.0  MHz         Telstar 5  11-22-02 - 11-21-05   $18,043.00
                   Non-Preemptible


3.       SECURITY PAYMENT

The Service offered  hereunder is contingent upon SKYNET receiving from CUSTOMER
a  security  payment  of  eighteen  thousand   forty-three  U.S.  dollars  (U.S.
$18,043.000)  due no later than  November 18,  2002.  Such  security  payment is
subject to the provisions of Paragraph 2.1  ("SECURITY  PAYMENT") of the General
Terms and Conditions. CUSTOMER's failure to remit such required security payment
in a timely manner shall be considered a material breach of this Agreement.


4.       WIRE TRANSFER INSTRUCTIONS

All payments shall be made in immediately  available U.S.  dollars by electronic
funds wire  transfer as follows,  except as SKYNET may  otherwise  designate  in
writing:

                  Wire Information:      (312) 828-6000
                  Bank Name:             Bank of America - Illinois
                  Bank Account #:        ABA071000039
                  Loral Account #:       81889-01749

To ensure  accuracy,  CUSTOMER should also include its SKYNET account number and
invoice number for which payment is being made.


5.       RESERVED

<PAGE>

                                            Urban Television Network Corporation
                                                                       T50211100
                                                             Service Description
                                                                        11-20-02
                                                                     Page 3 of 4


6.       NOTICES

All notices,  demands,  requests,  or other  communications  which may be or are
required to be given,  served,  or sent by one party to the other party pursuant
to this Agreement (except as otherwise  specifically provided in this Agreement)
shall be in writing and shall be  delivered by  confirmed  facsimile,  confirmed
overnight mail, by hand or mailed by first-class,  registered or certified mail,
return receipt requested, postage prepaid, addressed as follows:

         (i) If to CUSTOMER:    Urban Television Network Corporation
                                18505 Highway 377 South
                                Fort Worth, TX 76126
                                Attention:  Randy Mosley
                                Phone: 817-512-3033
                                Facsimile:  817-512-3034

         Billing contact:       Same as above


         (ii) If to SKYNET:     Loral Skynet
                                500 Hills Drive
                                Bedminster, NJ 07921
                                Attention: Ted Corus, Vice President/
                                           Satellite Services
                                Phone: 908-470-2320
                                Fax: 908-470-2459

                   Copy to:     Loral Skynet
                                500 Hills Drive
                                Bedminster, NJ 07921
                                Attention: Marcie Cetani, Contract Manager
                                Phone:  908-470-3460
                                Facsimile: 908-470-2453

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


<PAGE>

                                           Urban Television Network Corporation
                                                                       T50211100
                                                             Service Description
                                                                        11-20-02
                                                                     Page 4 of 4


7.       ENTIRE AGREEMENT

This Agreement,  along with written documents  incorporated herein by reference,
constitutes  the entire  agreement  between  CUSTOMER and SKYNET relative to the
Service,  and this  Agreement  can be  altered,  amended or  revoked  only by an
instrument in writing signed by authorized  representatives of both CUSTOMER and
SKYNET.  CUSTOMER and SKYNET agree hereby that any prior or contemporaneous oral
and  written  agreements  between  and among  themselves  and their  agents  and
representatives  relative to the subject of this  Agreement are  superseded  and
replaced  by this  Agreement.  Any  provision  of  this  Agreement  found  to be
unenforceable  or invalid by a court of competent  jurisdiction  shall in no way
affect the validity or enforceability of any other provision except that if such
invalid  or  unenforceable  provision  provided  a  material  benefit to a party
hereto,  such party  shall have the right to  terminate  the  Agreement  without
liability to the other.  Each party represents that it has caused this Agreement
to be executed on its behalf by a  representative  empowered  to bind that party
with respect to the undertaking or obligations contained herein.


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



URBAN TELEVISION NETWORK                       LORAL SKYNET, A DIVISION OF LORAL
CORPORATION                                    SPACECOM  CORPORATION



By: /s/ Randy Moseley                          By: /s/ R.J. DeMartini
   ---------------------                          ------------------------------

Print: Randy Moseley                           Print: R.J. DeMartini
      ------------------                             ---------------------------

Title: President                               Title: Director, Contracts
      ------------------                             ---------------------------

Date: November 21, 2002                        Date: November 21, 2002
     -------------------                            ----------------------------