Exhibit 10.1

                     MASTER  PROGRAMMING  SERVICES  AGREEMENT

     This  Master  Programming Services Agreement ("MPSA") is entered into as of
the Effective Date set forth below by and between EchoStar Satellite Corporation
("ESC") and the Operator identified below. The terms and conditions of this MPSA
shall  apply  to any Addendum or amendment entered into between ESC and Operator
for  programming  services,  including,  but  not  limited  to  the  following:

          Addendum  A   Analog  Programming  Services  Agreement
          Addendum  B   Digital  Programming  Services  Agreement
          Addendum  C   Reserved
          Addendum  D   Ancillary  Services  Agreement

"Effective  Date:"  ______________  _________,  __________ (To be completed upon
execution)
                               (Month)  (Day)  (Year)

"ESC:"         EchoStar  Satellite  Corporation,  a  Colorado  corporation
               5701  South  Santa  Fe  Drive
               Littleton,  Colorado  80120
               Fax:  (303)  723-3888
               Sales:  (800)  367-3193
               Customer  Service:  (800)  445-6164
               Send  notices  to  attention of Vice President, Commercial Sales.

"Operator:" ________________________________________________________ [legal name
of  entity],

               a  _________________________________________________________
[state  of  formation  &  type  of  entity]
               [such as "California corporation," "Arizona limited partnership,"
"Texas  partnership,"  or  "sole  proprietorship"]


               d/b/a  ___________________________________________________  [name
under  which  business  is  operated]

               Mailing  address  for  invoices  &  notices:
________________________________________________


________________________________________________________________________________

               Address  for  courier  delivery:  [  ]same  [  ]
other:________________________________________


________________________________________________________________________________

               Fax:  (__________)______________________  Telephone:
(___________)___________________

               Send  notices  to  attention  of
__________________________________________________________

"Deposit:"  _______________________________

          In  witness  whereof, the Parties have caused this MPSA to be executed
as  of  the  Effective  Date.

ECHOSTAR  SATELLITE  CORPORATION
OPERATOR

By:___________________________________________
By:____________________________________________
          (authorized  signature)
(authorized  signature)

Printed  Name:__________________________________
Printed  Name:___________________________________

Title:_________________________________________
Title:___________________________________________
                                                      Master  Programming
Services  Agreement
                                                        EchoStar Proprietary and
Confidential
                                                                     Page  1  of
10
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Initial:  ESC______  Operator______

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                               TERMS  AND  CONDITIONS

     1.  DEFINITIONS.  In addition to the definitions set forth in an applicable
Addendum,  the
following  terms  are  defined  as  set  forth  below:

     "Addendum"  means  an Addendum entered into by and between ESC and Operator
and  incorporated  herein  by  reference  such as an Addendum to purchase analog
(Addendum  1)  or  Digital  (Addendum  2)  services.
            "Affiliate"  means a company or entity controlling, controlled by,
or under common  control  with  another  company  or  entity.
     "Commercial Establishment" means a commercial facility that is not an "MDU"
(defined  below),  including,  but  not  limited to: (i) public viewing areas of
hospitality  facilities (such as bars, restaurants, clubs, casinos, and lounges)
and  business  units  (such  as  health clubs, shopping malls, showrooms, retail
stores, museums, libraries, barber shops, salons, and arcades); and (ii) private
offices  and  buildings  of  attorneys,  doctors, dentists and other businesses.
     "Commercial  System"  means  a  SMATV,  MMDS  or  18  GHz  multi-channel
audio/video/interactive  services  distribution  system  owned  or  managed  by
Operator  serving  a  Commercial  Establishment.
     "ESC  Programming"  means  any  video,  audio  or  interactive  programming
services  delivered  to  Operator  pursuant  to  this  MPSA.
     "Force  Majeure"  means  any  labor dispute, fire, flood, earthquake, riot,
legal  enactment,  governmental regulation, Act of God, equipment failure, cable
cut,  any  problem  associated  with  the  construction,  use  or  operation  of
satellite(s),  transponder(s)  or  related  systems such as uplink facilities or
equipment,  interference  from  other  communications  systems,  degradation  or
interruption  of  protection  systems,  the  failure of a Programmer to make its
programming  available,  any problem associated with any scrambling/descrambling
equipment or any other equipment owned or maintained by ESC or others, action or
order  of  any  judicial,  legislative,  governmental  or  quasi-governmental
authority,  or  any  cause  beyond  a  Party's  reasonable  control.

     "MDU"  means  a  multi-unit  residential  community  or  other  place  of
accommodation,  including  but  not  limited  to  planned  unit  developments,
condominium  and apartment buildings or complexes, duplexes, fourplexes, hotels,
motels,  inns,  dormitories,  hospitals,  nursing  homes,  prisons,  truckstops,
marinas,  RV  parks  and  ships  in  U.S.  waters.
     "MDU  System"  means  a  SMATV,  MMDS  or  18  GHz  multi-channel
audio/video/interactive  services  distribution  system  owned  or  managed  by
Operator,  which  serves  an  MDU.
          "MMDS"  means  multi  channel  multi  point  distribution  systems.
     "MPSA" means this Master Programming Services Agreement and any Addendum(a)
and  the  Schedules  thereto,  or  amendment  entered  into by ESC and Operator.
"Operating  Area"  of  a  System means that geographic area within the Territory
where Operator is authorized by governmental authority to appropriate operate an
audio/video/interactive  services system and is, in fact, distribution operating
an  audio/video/interactive  services  distribution  system (or, if a government
franchise or license is not required for the distribution of television services
in  a  particular geographic area in the Territory, then the Operating Area of a
System  means  that  geographic  area  where  the  System  is  legally operating
regardless  of  the  presence  or  absence  of  a  franchise  or  license).
          "Parties"  shall  mean  EchoStar  Satellite  Corporation and Operator.
          "Programming  Service Rates" means those rates charged to Operator for
ESC
Programming.

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          "Public  Viewing  Areas"  means  the  public  viewing  areas  of  the
hospitality  facilities  and
business  units  described  in  the  definition of Commercial Establishment, the
lobbies,  reception
areas  and  waiting areas of private professional offices and buildings, and the
community  viewing
areas  of  MDUs.
          "SFH  System"  means  a  SMATV,  MMDS  or  18  GHz  multi-channel
audio/video/interactive  services  distribution  system  owned  or  managed  by
Operator,  which  serves
single  family  residential  homes  ("SFHs").
          "SMATV"  means  satellite  master  antenna  systems.
          "Subscriber"  means,  for  purposes  of  this  MPSA  only, each of the
     following:  (i) for an SFH System, each residential household that receives
any  video  programming  service  from  Operator,  (ii)  for an MDU System, each
individual  dwelling  unit  that  receives  any  video  programming service from
Operator,  (iii) for a Commercial System, each television and other viewing unit
in  each  Commercial  Establishment,  and  (iv)  for  a Public Viewing Area that
receives  ESC  Programming  and  is  located  within an MDU System or Commercial
System,  the  maximum  number  of occupants as defined by the fire marshal's, or
other  regulatory  authority's,  occupancy  limits.  In  addition,  each  of the
following  will  be  deemed  to be a Subscriber: (a) each guest room, as well as
each television and other viewing unit located outside a guest room, in a hotel,
motel, inn, ship in U.S. waters or similar place of accommodation serviced by an
MDU  System,  (b)  each  patient/resident  room,  as  well  as  each  additional
television  and other viewing unit, in a hospital or nursing home serviced by an
MDU  System,  and  (c)  each  television  and  other viewing unit in a prison or
truckstop  serviced by an MDU System. In any event, the term Subscriber will not
include  any  connection  not  authorized  pursuant  to  this  MPSA.
            "System"  means  a Commercial System, an MDU System or an SFH System
     (i)  that  is located in the Territory, (ii) which receives and distributes
ESC  Programming  to its Subscribers via a set of closed transmission paths, and
(iii) for which Operator has fully completed, executed and submitted to ESC, and
ESC  has  approved  in  its  sole  discretion,  the appropriate property profile
("Profile"). "Term" means the duration of any Addendum(a) or any other agreement
subject  to  this  MPSA,  unless  separately  defined  in such Addendum or other
agreement.  "Territory"  means the United States, its commonwealths, territories
and  possessions.

     2.  ESC  SERVICES.  ESC  agrees  to offer those services, equipment and ESC
Programming  as  set  forth  in  an  applicable  Addendum, all of which shall be
subject  to  the  terms  and  conditions  of this MPSA, and such Addendum(a) are
incorporated  by  reference  as  if  fully  set forth herein. ESC may also offer
certain  additional  services  including  equipment,  support  in  marketing and
distributing  ESC  Programming, or billing, financial, subscriber, technical and
related  services,  all  as  determined  by ESC and as agreed upon pursuant to a
separate  agreement  ("Ancillary  Services").  Operator  will cooperate in ESC's
performance of requested Ancillary Services, including providing ESC with timely
access  to Operator's facilities, data, information and personnel. Operator will
be  responsible  for  payment  to  ESC  for  such Ancillary Services and for the
performance of its employees and agents and for the accuracy and completeness of
all  data and information provided to ESC. All Ancillary Services are subject to
this  MPSA.

     3.  COMPLIANCE  WITH LEGAL REQUIREMENTS. Operator covenants and agrees that
throughout  the  Term  and  at  its expense: (a) it will comply with any and all
local,  state  or  federal  laws,  rules,  regulations,  licensing requirements,
franchises  or  valid  orders  of an administrative agency or court of competent
jurisdiction ("Legal Requirements") applicable to Operator, its business and its
employees and agents in connection with the performance of its obligations under
this  MPSA;  and  (b)  it  will  obtain  and  maintain  all  permits,  licenses,
permissions,  rights  (including  rights  of  entry  with  the property owner to
install  and  maintain Systems) which may be required under any applicable Legal
Requirements  or  otherwise  for  the performance of its obligations pursuant to
this  MPSA;  (c)  Operator  will  file  and  pay  all  required
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federal, state or local sales, use, excise, property or other taxes as specified
in  an applicable Addendum(a) or otherwise required; (d) Operator will comply at
all  times with the terms and conditions of this MPSA and any Addendum including
without limitation the Business Rules attached thereto. Failure to adhere to any
Business Rules may result in disciplinary action up to and including termination
and  any  other  remedy  provided  in  this  MPSA.

      4.  REPRESENTATIONS  AND  WARRANTIES.

     (a)  Operator  represents  and warrants that its execution of this MPSA and
the  performance of its obligations under this MPSA has been properly authorized
by  all  necessary corporate, partnership or other action, and does not and will
not  violate any Legal Requirements applicable to it or result in a breach of or
default  under  any other agreement binding upon such Party. Operator represents
and  warrants  that  it  is current as of the Effective Date in all payments and
financial  or other obligations due and owed to any Programmer whose programming
it  will  carry  under  this  MPSA.

     (b)  Operator  represents  that  (i)  it  is a valid and existing entity in
compliance with all laws and regulations related to maintenance of its corporate
or  other  business  status; (ii) it is not currently insolvent; (iii) it is not
violating  any  federal,  state  or  local  law or regulation; (iv) it has never
engaged  in  any of the acts prohibited under this MPSA; (v) it is not dependent
upon  ESC  or  its  Affiliates  for a major part of Operator's business and that
Operator  could  sell  other  products  or  services  that compete with Echostar
products  or  services.

     5.  NOTICES.  All  notices  and  communications  given hereunder will be in
writing,  will be properly addressed and will be deemed given only as follows or
in  such  other manner as may be mutually agreed upon by the Parties in writing:
(i)  if  personally  delivered,  upon receipt or refusal of delivery, or (ii) if
mailed  by  certified  mail,  return receipt requested, or registered mail, upon
receipt  or refusal of delivery, or (iii) if sent by facsimile, upon independent
electronic  acknowledgement  of  receipt, or (iv) if sent by reputable overnight
delivery  service,  on the next business day following delivery to such service.
Until  notice  to  the  contrary  is  given in accordance with this Section, the
Parties'  notice  information  is  as  listed  on  the  first page of this MPSA.

      6.  EQUIPMENT  PURCHASES.

     (a)  Purchase  Orders.  In  the event that Operator desires to purchase any
Commercial Systems, MDU Systems or other equipment from ESC, or any Affiliate of
ESC,  Operator  shall order such products by written Equipment Order Form in the
form  attached  to  the  applicable Addendum. An Equipment Order Form shall be a
binding  commitment  by Operator. Any failure to confirm an Equipment Order Form
shall  not be deemed acceptance by ESC. Order Forms of Operator shall state only
the:  (i)  identity  of  goods;  (ii) quantity of goods; (iii) purchase price of
goods;  and (iv) requested ship date of goods. Any additional terms stated in an
Equipment Order Form shall not be binding upon ESC unless expressly agreed to in
writing  by  ESC.  In  no event shall ESC be liable for any delay, or failure to
fulfill,  any  Equipment  Order Form (or any portion thereof), regardless of the
cause  of  such delay or failure. In the event of any conflict between the terms
of  an  Equipment  Order  Form and the terms of this Addendum, the terms of this
Addendum  shall  prevail.  Operator  agrees  that  ESC  has  no  obligation  to
re-purchase  MDU  Systems  or  equipment  back from Operator at any time for any
reason.
     (b)  Use  Within  Territory.  Operator  agrees  that  it shall only use ESC
equipment  in  the  Territory. Operator represents and warrants that it will not
directly  or  indirectly arrange for or participate in the export or sale of ESC
equipment  or  MDU  Systems,  in whole or in part, outside of the Territory, and
agrees  to  take all reasonable and adequate steps to prevent the export or sale
of  such  equipment  or  MDU  Systems  outside  of  the  Territory.


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     7. BREACH; TERMINATION, AND BANKRUPTCY. (a) Either Party may terminate this
MPSA,  or  an  Addendum  that is subject to this MPSA: (i) effective upon thirty
(30)  days  written notice to the other Party following a material non- monetary
breach  of  such  Addendum, by the other Party, if the breach remains uncured at
the  end of such thirty (30) days. For a monetary breach, such time period shall
be  ten  (10)  days,  provided, however, that if Operator fails to make full and
timely  payment  in accordance with the terms of any applicable Addendum on 2 or
more occasions in any 12 month period, then Operator will not be entitled to any
prior  notice  or  opportunity  to  cure  in connection with any further payment
failures  for  12  consecutive  months  thereafter  and  ESC may take any action
permitted  under  this  MPSA  with  or  without further notice to Operator; (ii)
effective  immediately  upon  the  filing  of  a  petition  in bankruptcy or for
reorganization  by  or against the other Party for the benefit of its creditors,
or  the appointment of a receiver, trustee, liquidator or custodian for all or a
substantial  part of the other Party's property, if such order of appointment is
not  vacated  within 30 days; or (iii) effective immediately upon the assignment
by  the  other  Party  of  an  Addendum  subject  to  this  MPSA contrary to its
provisions.  Upon  termination,  the  terminating  party may suspend performance
under  the  terminated  Addendum. If Operator fails to cure a material breach of
this  MPSA  or  an  Addendum  within  the  time periods set forth above, then in
addition  to terminating the Addendum that is the subject of the breach, ESC may
terminate  any  other  Addendum(a) between ESC and Operator or ESC may terminate
this  MPSA in its sole discretion. Further, ESC shall have the right, in it sole
discretion,  to  terminate the specific System(s) which is or are the subject of
the  breach  without  terminating  the  subject  Addendum  and in such event the
subject  Addendum  shall  remain in full force and effect and ESC may pursue its
legal  remedies  with regard to the System(s) which is or are the subject of the
breach.  Additionally,  if  Operator  ceases  to  provide  ESC  Programming  to
Subscribers  in  breach of an applicable Addendum, and fails to cure such breach
within  thirty (30) days after receiving written notice from ESC, ESC shall have
the  right,  but not the obligation, to provide ESC Programming directly to such
Subscribers  and  Operator  agrees  to  assign  all  necessary  rights  and
authorizations to provide such Programming to ESC, to the extent such rights are
assignable  by  Operator.  Termination  under  the foregoing provisions will not
limit  or  abridge  any other rights or remedies that either Party may have as a
result  of  the  other Party's breach. Termination of this MPSA shall constitute
termination  of  all  Addendum  (a)  subject  to  this  MPSA.
     (b)  ESC  may  terminate  this  MPSA  or  an Addendum upon thirty (30) days
written  notice  to  Operator  due to any legislation, regulation or court order
that  (i)  materially  alters  the  terms  and  conditions  governing Operator's
delivery  of  Programming to Subscribers; (ii) in ESC's judgment, materially and
adversely  affects  ESC;  or (iii) characterizes and regulates ESC's delivery of
ESC  Programming  signals  as  common  carriage  in  a  way  that  supersedes or
materially  alters  this  MPSA.

     (c)  In  the  event  the  Operator  files for protection from its creditors
pursuant  to  Title  11 of the United States Bankruptcy Code (or in the event an
involuntary  action  is  filed against Operator) or any other similar federal or
state  law  providing  for  protection from creditors (a "Proceeding"), then the
Operator  unconditionally  and  irrevocably agrees that ESC shall immediately be
entitled  to  relief  from  the  automatic stay to take such action(s) as may be
appropriate  and  otherwise  exercise  its rights and remedies without any delay
whatsoever  and  further,  that the Operator unconditionally waives and releases
any  rights  or remedies (including any rights under Sections 105 and 362 of the
Bankruptcy  Code) to otherwise delay or impede ESC in its efforts to enforce the
terms  and  provisions of this MPSA; and any bankruptcy or similar Proceeding in
which  the Operator rejects or otherwise fails to honor the foregoing MPSA shall
per  se  be  deemed  to  have been commenced in bad faith so as to frustrate the
exercise  of  ESC's  rights  and remedies. Operator agrees and covenants that it
shall  file  such papers as may be necessary to either assume, assume and assign
or  reject  this  MPSA  within thirty (30) business days from the filing date or
initiation  of  a  Proceeding.  Notwithstanding  the  foregoing,  in the event a
Proceeding  is  filed,  the

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Operator  agrees  and covenants that all sums due and owing by the Operator from
the  filing  date forward shall be paid promptly, that the Operator will use its
best  efforts  to  have ESC paid for all outstanding sums (i.e., critical vendor
motion  and  similar  actions)  and  the Operator will otherwise comply with all
obligations hereunder. Operator additionally agrees that within thirty (30) days
from  the  filing  date or initiation of a Proceeding, all equipment provided by
ESC to Operator for Operator's use shall be returned to ESC within ten (10) days
of ESC's request. In the event of the filing of a Proceeding, Operator agrees to
provide  ESC  with  a  payment  of  no less than two month's Programming fees as
further  security  and  adequate  assurance of its ability to satisfy its future
financial  and  other  obligations  under  this  MPSA.
     (d)  ESC and Operator agree that if this MPSA or an Addendum terminates for
any  reason:  (i)  Operator  shall  immediately discontinue the sale, marketing,
promotion,  and  solicitation  of  ESC  Programming,  and  immediately  cease to
represent  and/or  imply  to any person or entity that Operator is an authorized
provider of ESC Programming; (ii) Operator shall immediately discontinue all use
of  the  trademarks  associated  or  included  in  any  way  whatsoever with the
Programming,  including,  without limitation, DISH; (iii) Operator shall deliver
to  ESC,  or  destroy,  at  ESC's  option,  all  tangible  things  of every kind
(excluding  DISH  DBS Systems) in Operator's possession or control that bear any
of  the  trademarks; (iv) Operator shall upon request by ESC, certify in writing
to ESC that such delivery or destruction has taken place; and (v) Operator shall
pay  all  sums due ESC under this MPSA or an Addendum within thirty (30) days of
the  date  of  termination.

     8.  INDEMNIFICATION.  Operator  will  indemnify  and hold harmless ESC, its
Affiliates,  the officers, directors, shareholders, agents and employees of each
of  them,  and  the  successors  and  assigns  of  all of those, from liability,
damages, costs, claims, demands, actions, suits and losses, including attorneys'
fees,  arising directly or indirectly out of: (a) any breach by Operator of this
MPSA or any Addendum, or of any representations, covenants or warranties made in
this  MPSA  or any Addendum, (b) any claim by a Subscriber, Programmer, property
owner,  property  manager  or  other  third party in any way related to services
provided by Operator including without limitation claims related to installation
of  equipment  or  cabling,  or the quality or selection of Programming, (c) any
act,  error  or  omission  of  Operator  in connection with the provision of ESC
Programming  to  Subscribers,  (d)  Operator's  failure  to  comply  with  Legal
Requirements,  or  (e)  Operator's  failure to make all payments or arrangements
related  directly  or  indirectly  to the ESC Programming and Operator's use and
delivery  of  it, including but not limited to matters involving libel, slander,
invasion  of  privacy  or  the  infringement of marks or common law or statutory
copyright.  ESC  shall  have  the  right  to  the  exclusive  conduct  of  all
negotiations,  litigation,  settlements  and  other proceedings arising from any
such  claim  and  Operator  shall,  at  its  own  cost  and  expense, render all
assistance requested by ESC in connection with any such negotiation, litigation,
settlement  or  other  proceeding.

     9.  CONFIDENTIALITY;  PRESS  RELEASES.  Operator will not disclose (whether
orally  or  in  writing,  by  press release or otherwise) to any third party any
information  with  respect  to  the  provisions  of  this  MPSA, any information
contained  in  any  data  or  report  required  or  delivered  hereunder, or any
materials  related  thereto,  except: (a) to its officers, directors, employees,
auditors  and  attorneys who have a need to know such information (collectively,
"Necessary  Personnel"), in their capacity as such, but such Necessary Personnel
must  agree  to  abide  by  the  provisions of this Section and Operator will be
responsible  for  any breach of the provisions of this Section by such Necessary
Personnel; (b) to the extent necessary to comply with Legal Requirements; (c) to
comply  with  its  obligations  under  this MPSA (including, without limitation,
those  obligations  set forth in Section 6(m) above); or (d) as agreed by ESC in
writing. This Section will survive, indefinitely, the expiration, termination or
assignment  of  this  MPSA.

     10. RELATIONSHIP OF THE PARTIES. This MPSA is a commercial contract between
Operator  and  ESC  and  the  relationship  of  the  parties  hereto  is that of
independent  contractor.  The

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provisions  of  this  Agreement  are  for  the  exclusive benefit of the parties
hereto,  ESC's Affiliates and their heirs, legal representatives, successors and
permitted assigns, and nothing in this MPSA, express or implied, is intended, or
shall  be  deemed  or  construed,  to confer upon any third party (other than as
expressly  set  forth  for  Affiliates  of  ESC)  any  rights, benefits, duties,
obligations,  remedies or interests of any nature or kind whatsoever under or by
reason  of  this  Agreement.  Nothing  in  this  MPSA will be deemed to make the
Parties  partners or joint venturers or in any way imply any duties by one Party
to the other except as expressly provided in this MPSA and neither Party will by
virtue of anything in this MPSA be liable for the obligations of the other Party
whether  hereunder  or to any third party. This MPSA binds the Parties and their
permitted successors and assigns. No Subscriber or other person will be entitled
to  rely  on  this  MPSA.


     11. TRADEMARKS. Operator acknowledges that the names, marks, trademarks and
logos  of  ESC,  the  DISH  Network, EchoStar Communications Corporation and its
Affiliates,  the  Programmers,  the  titles  of  programs  contained  in the ESC
Programming,  and any variations incorporating them ("Marks"), are the exclusive
property  of  their  respective  owners, and Operator has no and will acquire no
proprietary  rights  to  the Marks by reason of this MPSA. Operator has and will
have  no  rights  to use the Marks except at the times and in a manner expressly
communicated  to  Operator  by  ESC and the owner of a particular Mark. Operator
will not publish or disseminate any material that violates this paragraph or any
restrictions  imposed  by  ESC,  the owner of a particular Mark or a Programmer.
Operator  will keep copies of all original promotional and advertising materials
relating to its marketing and distribution of the ESC Programming for at least 6
months  after  each  piece's  first  distribution,  and  will promptly make them
available  to  ESC  upon  request.

     12.  ARBITRATION.  (a) Except as set forth in Section 12(b), below, any and
all  disputes,  controversies  or  claims  between  Operator  and/or  any of its
Affiliates,  on the one hand, and ESC and/or any of its Affiliates, on the other
hand,  arising  out of or in connection with this MPSA, shall be resolved solely
and  exclusively  by binding arbitration in accordance with both the substantive
and  procedural laws of Title 9 of the U.S. Code ("Federal Arbitration Act") and
the Commercial Arbitration Rules of the American Arbitration Association. In the
event  of  any  conflict  between the Federal Arbitration Act and the Commercial
Arbitration  Rules  of  the  American  Arbitration  Association,  the  Federal
Arbitration  Act  will  control.  The  Arbitration  must be initiated by written
notice  from  the  initiating  party  to  the other party stating the initiating
party's  intent  to  initiate  arbitration  ("Notice  of  Arbitration").  The
Arbitration  shall  be conducted in the City and County of Denver, Colorado by a
panel  of three arbitrators who shall be selected as follows: (i) one arbitrator
shall  be  selected  by  the claimant(s) within 30 days of sending the Notice of
Arbitration;  (ii)  one arbitrator shall be selected by the respondent(s) within
30  days  of  the claimant(s) notifying respondent of the identity of claimant's
arbitrator;  and (iii) the third arbitrator shall be selected by the arbitrators
chosen  by  the  claimant(s)  and  the  respondent(s)  within  30  days of their
appointment.  The  decision of the arbitrators shall be final and binding on the
parties  and any award of the arbitrators may be entered and enforced as a final
judgment  in  any state or Federal court of competent jurisdiction in the United
States.  The  parties  agree  that, in no event, shall the arbitrators' decision
include  a  recovery  under any theory of liability, or award in any amount, not
expressly  allowed  under  this Agreement, any Promotional Program or applicable
Business  Rules.  The  cost  of  any  arbitration  hereunder,  including without
limitation the cost of the record or transcripts thereof, if any, administrative
fees, and all other fees involved, shall be paid by the party(ies) determined by
the  arbitrators  to not be the prevailing party(ies), or otherwise allocated in
an  equitable  manner  as  determined  by  the  arbitrators.
     (b)  Notwithstanding  the  foregoing,  the  request  by  either  party  for
preliminary  or  permanent  injunctive relief, whether prohibitive or mandatory,
shall  not  be  subject  to  arbitration  and  may  be  adjudicated  solely  and
exclusively  in  the  United  States  District  Court  for  the  District

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of  Colorado or in the appropriate state court of competent jurisdiction located
in  Arapahoe County,  Colorado.


     13.  CHOICE  OF  LAW; CONSENT TO JURISDICTION. The relationship between the
parties  and  their  present and future Affiliates, including without limitation
all  disputes,  controversies  or  claims, whether arising in contract, tort, or
under statute, shall be governed by and construed in accordance with the laws of
the State of Colorado, applicable to contracts to be made and performed entirely
within  the  State  of  Colorado  by residents of the State of Colorado, without
giving  any  effect to its conflict of law provisions. In the event a lawsuit is
brought  for  injunctive  relief  pursuant to sections 12(b) above, such lawsuit
shall  be  litigated  solely  and  exclusively before the United States District
Court  for  the  District  of Colorado. The parties and their present and future
Affiliates consent to the in personam jurisdiction of the United States District
Court  for  the  District  of  Colorado  and  all  Colorado State Courts for the
purposes set forth in this Section 11 and waive, fully and completely, any right
to  dismiss and/or transfer any action pursuant to Title 28 U.S.C. Sections 1404
or  1406  (or  any  successor  statute). In the event the United States District
Court  for  the  District  of Colorado does not have subject matter jurisdiction
over any such matter, then such matter shall be litigated solely and exclusively
before the appropriate state court of competent jurisdiction located in Arapahoe
County,  State  of  Colorado.

     14.  ENTIRE  AGREEMENT; MODIFICATION. This MPSA, together with all Addenda,
exhibits  and  schedules  thereto,  constitute  the entire agreement between the
Parties,  and  supersedes  all  previous  understandings,  commitments  or
representations  concerning  the  subject matter of this MPSA. All such previous
understandings,  commitments or representations concerning the subject matter of
this  MPSA  are set forth herein. Each Party acknowledges that the other has not
made  any  representations other than those contained in this MPSA. In the event
that  this  MPSA is inconsistent with an Addendum(a), or other agreement subject
to  this  MPSA,  this  MPSA shall control. Except as provided in this MPSA, this
MPSA  may  not be amended or modified, and none of its provisions may be waived,
except  by  a  writing signed by an authorized officer of the Party against whom
the  amendment,  modification or waiver is sought to be enforced. If any portion
of  this  MPSA  is held to be unenforceable, then the remainder of the MPSA will
survive  and  will be construed as well as possible to reflect the intent of the
Parties.

     15.  FORCE  MAJEURE.  ESC  shall be excused from performance, and shall not
have  any  liability  to Operator or any other person or entity, with respect to
any  failure of ESC to perform its obligations under the provisions of this MPSA
if  such  failure  is  due  to  a  Force  Majeure  event.

     16.  DISCLAIMER OF WARRANTIES. OPERATOR UNDERSTANDS AND AGREES THAT, EXCEPT
AS  SPECIFICALLY STATED IN THIS MPSA, ESC WILL HAVE NO RESPONSIBILITY WHATSOEVER
FOR  ANY  SYSTEM,  INCLUDING  THE  EQUIPMENT COMPONENTS CONTAINED THEREIN OR ANY
EQUIPMENT  PROVIDED  BY  ESC.  ESC  HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS AND
IMPLIED,  IN  CONNECTION  WITH  ANY  SYSTEM,  INCLUDING THE EQUIPMENT COMPONENTS
CONTAINED  THEREIN  AND  ANY EQUIPMENT PROVIDED BY ESC, AND THE INSTALLATION AND
FUNCTIONING  OF  SUCH  SYSTEM, INCLUDING, WITHOUT LIMITATION, (1) ANY WARRANTIES
UNDER  THE  UNIFORM  COMMERCIAL  CODE,  (2)  ANY  WARRANTIES OF MERCHANTABILITY,
FITNESS  FOR  A  PARTICULAR PURPOSE OR USE, TITLE, OR NON- INFRINGEMENT, AND (3)
ANY  WARRANTIES  OTHERWISE  IMPLIED  AT  LAW  OR  IN  EQUITY.




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      17.  INSURANCE

     Operator  shall,  at  its  sole  cost  and  expense,  procure  and maintain
throughout  the  Term  of  this  MPSA  the  following  insurance  coverages:
     (a)  Workers'  Compensation  or  similar employee benefit act coverage with
statutory  limits  as  prescribed  by  the  laws  of any state in which Operator
conducts  business  operations  in  connection  with  this  MPSA  and Employers'
Liability coverage with limits and a deductible that are reasonable and adequate
for  businesses  involved  in  the  sale,  installation,  service  and repair of
consumer  electronics
..
     (b)  Commercial  General  Liability coverage including, without limitation,
coverage  for  Premises/Operations,  Product/Completed  Operations,  Blanket
Contractual  Liability, Independent Contractors, Broad Form Property Damage, and
Personal/Advertising Injury with limits and a deductible that are reasonable and
adequate  for  businesses involved in the sale, installation, service and repair
of  consumer  electronics.
     (c)  Commercial  Automobile  Liability coverage which includes coverage for
all  owned,  hired, and non-owned vehicles with limits and a deductible that are
reasonable  and  adequate  for  businesses  involved  in the sale, installation,
service  and  repair  of  consumer  electronics.

     All  such  policies  and  coverages  shall be primary and non-contributory,
issued  by  insurers,  licensed  to  do  business in any state in which Operator
conducts  business  operations  in  connection  with  this MPSA, and endorsed to
provide EchoStar at least 30-days prior notification of cancellation or material
change  in  coverage.

     18.  NON-EXCLUSIVITY.  Operator acknowledges that: (i) nothing in this MPSA
is  intended to, nor shall it be construed as conferring any exclusive territory
or  any  other  exclusive  rights  to Operator; (ii) ESc and its Affiliates make
absolutely  no  promises,  representations  or  warranties  as  to the amount of
business  or  revenue  that  Operator may expect to derive from participation in
this  MPSA;  (iii) Operator may not realize any business or revenue as result of
its participation in this MPSA; (iv) nothing contained herein shall be construed
as a guarantee of any minimum amount of Payments, income, incentives, revenue or
other  economic benefit in any form whatsoever; (v) ESC currently offers, and at
any  time  in the future may offer in its sole discretion for any reason, others
the  opportunity  to  enter into the same or similar MPSA in the same geographic
area in which Operator is located and elsewhere; (vi) Echosphere Corporation and
all  other  Affiliates  of  ESC  shall have the right to distribute products and
solicit  orders for ESC Programming throughout the Territory, and in competition
with  Operator,  without any obligation or liability to Operator whatsoever, and
without providing Operator with any notice thereof; (vii) ESC and its Affiliates
shall  be  entitled,  among  other  things,  to:  (a)  solicit  orders  for  ESC
Programming,  (b)  sell,  lease  and  otherwise  transfer possession of DISH DBS
Systems  and  Promotional  Certificates,  and  (c)  perform  installation  and
maintenance  services (directly and through subcontractors) for DISH DBS Systems
and  related  accessories,  in  each  case  throughout  the  Territory  and  in
competition  with  Operator,  without  any  obligation  or liability to Operator
whatsoever,  and  without providing Operator with any notice thereof; and (viii)
ESC shall be free to cease or suspend provision of the ESC Programming services,
and  shall  incur  no  liability  to Operator by virtue of any such cessation or
suspension.


     19.  LIMITATION  ON DAMAGES. In no event will ESC be liable to Operator, or
any person claiming through Operator, for any loss of profits, loss of business,
indirect,  consequential,  punitive,  exemplary,  special,  incidental  or other
similar  damages,  whether  foreseeable or not, including without limitation any
payment  for  lost business, future profits, loss of goodwill, reimbursement for
expenditures  or  investments  made  or  commitments  entered  into, creation of
clientele,  advertising  costs,  termination of employees or employees salaries,
overhead,  equipment

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or  facilities  incurred  or  acquired  based  upon  the  business  derived  or
anticipated  under  this  agreement. In addition, ESC shall have no liability to
Operator  for  any  act or omission of any Programmer or third party provider of
services  in  connection  with  ESC's  delivery  of  Programming.

     20.  Modifications.  Operator  acknowledges  that  ESC  competes  in  the
multi-channel  video distribution market, which is highly competitive, fluid and
volatile and that ESC must make changes to its marketing, promotion and sales of
products  from time to time to stay competitive. Therefore, Operator agrees that
ESC may, at any time and for any reason in its sole discretion, change or modify
ESC Programming and Business Rules upon notice to Operator, without the need for
any  further  consent,  written  or  otherwise,  from  Operator. Except for such
changes,  any  modification  to  this Agreement must be in writing and signed by
both  parties.


     21.  NO  IMPLIED  WAIVER.  Except  as  expressly  provided in this MPSA, no
failure or delay by either Party to exercise any right, power or privilege under
this  MPSA  will operate as a waiver; nor will any single or partial exercise of
any  right, power or privilege preclude any other or further exercise thereof or
the  exercise  of  any  other right, power or privilege. All rights and remedies
granted  in  this MPSA will be in addition to other rights and remedies to which
the  Parties  may  be  entitled  at  law  or  in  equity.

     22.  SUCCESSOR  INTERESTS; ASSIGNMENT. This MPSA is binding upon the heirs,
legal  representatives,  successors  and  permitted assigns of ESC and Operator.
Operator  shall  not  assign this MPSA without the prior written consent of ESC.
Because  this  MPSA  is  made  by ESC in reliance on the financial, business and
personal  reputation  of  Operator and its ownership and management, any merger,
reorganization or consolidation of Operator shall be deemed an assignment and if
any  person  not a substantial stockholder of Operator (someone with less than a
25%  interest)  as  of  the  Effective  Date  of this MPSA becomes a substantial
stockholder  of  Operator (equal to, or greater than a 25% interest), that shall
be considered an assignment requiring ESC's consent hereunder. Any assignment in
contravention  of  this  Section  shall  be  deemed  void  and  be of no effect.

     23.  SURVIVAL.  The  following  provisions  shall  expressly  survive  the
expiration  or  termination  of this agreement: 7, 8, 9, 10, 11, 12, 13, 16, and
19.  All  other  provisions  of  this  MPSA  that  by  their  nature contemplate
obligations  that would reasonably be expected to continue beyond the end of the
Term  to give effect to the intent of the Parties will survive the expiration or
termination  of  this  MPSA.

     24.  CONSTRUCTION. Each of the Parties acknowledges that this MPSA has been
fully  negotiated  by  the Parties with assistance of counsel and, therefore, no
provision  of  this  MPSA  will  be  construed  or interpreted against any Party
because  such  Party  or  its  legal  representatives  drafted  such  provision.

     25.  HEADINGS.  This  MPSA's section headings are for convenience only, are
not  to  be  deemed  part  of  its  substantive  provisions,  and  are not to be
considered  in  its  construction  or  interpretation.

     26.  COUNTERPARTS. This MPSA may be executed in multiple counterparts, each
of  which  will  be  deemed  an  original.  All  such counterparts together will
constitute  one  instrument.

     27.  TERM.  This  MPSA  shall  remain  in  effect  for  the duration of any
Addendum(a)  entered  into between ESC and Operator. The term of any Addendum(a)
shall  be  set  forth  in  such  Addendum(a).  Until such time as an Addendum is
entered  into between ESC and Operator, this MPSA shall have no force or effect.



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