FLIP form8k 03-31-2006 EX 10.1


    EXHIBIT
      10.1

    


    


    ECHOSTAR
      SATELLITE L.L.C.

    AMENDMENT
      NO.1 TO RETAILER AGREEMENTS

    


    


    This
      amendment No. 1 to Retailer Agreements (the “Amendment”) is made and effective
      as of this ___ day of ________________ 2006, by and between EchoStar Satellite
      L.L.C., formerly known as EchoStar Satellite Corporation (“EchoStar”), having a
      place of business at 9601 S. Meridian Blvd., Englewood, Colorado 80112, and
      See
      World Satellites, having a place of business at 1321 Wayne Ave., Indiana,
      Pennsylvania 15701 (“Retailer”). 

    


    WHEREAS,
      EchoStar and Retailer have entered into an EchoStar Retailer Agreement effective
      as of December 31, 2004, as previously amended (the “EchoStar Retailer
      Agreeemtne”); 

    


    WHEREAS,
      EchoStaar and Retailer have entered into a Distributor Retailer Agreement
      effective as of January 31, 2006 naming Mid-State Distributing Company Inc.
      therein as Distributor, as previously amended (the “Distirbutor Retailer
      Agreement”); and 

    


    WHEREAS,
      the parties wish to amend the EchoStar Retailer Agreement and the Distibutor
      Retailer Agreement as described below; 

    


    NOW,
      THEREFORE, in consideration of the benefits that will accrue to each party
      as a
      result of the matters described below, and for other good and valuable
      consideration, the receipt and sufficiency of which are hereby acknowledged,
      the
      parties mutually agree to amend the EchoStar Retailer Agreement and the
      Distributor Retailer Agreement as follows:

    


    1.
       A
      new
      Section 3.13 shall be addend to the EchoStar Retailer Agreement and a new
      Section 2.14 shall be added to the Distributor Retailer Agreement, in each
      case
      as follows;

    


    STOREFRONT
      LOCATIONS. Subject to and in accordance with the terms and conditions of this
      Agreement and the Trademark License Agreement otherwise applicable to the
      marketing, promotion and solicitation of orders by Retailer for Residential
      Programming and/or the use by Retailer of applicable DISH Network trademarks
      in
      connection therewith and all applicable Business Rules, Retailer shall at all
      times during the Term of this Agreement and at Retailer’s sole and exclusive
      cost and expense continuously and actively market, promote and solicit orders
      for Residential Programming within each and every retail storefront location
      maintained by or on behalf of Retailer and/or any of its Affiliates, including
      without limitation through: (i) the provisioning an maintenance at all times
      during the Term of this Agreement within the audio/video merchandising area
      of
      each such location (or other materially and substantially equivalent area,
      solely in the event no audio/video are exists in the applicable location) of
      a
      dedicated placement for the retail display of EchoStar approved point-of-sale
      materials and (ii) the continuous, clear, prominent and conspicuous display
      of
      the DISH Network trade name and logo within each such applicable area and
      location. 

    


    2.
       Except
      as
      expressly modified herein, this Amendment is not intended to, and does not,
      alter amend or modify all or any part of the EchoStar Retailer Agreement or
      Distributor Retailer Agreement. The distribution of this Amendment shall not
      be
      construed as an admission or acknowledgment by EchoStar that any agreement
      exists between Retailer and EchoStar, that if an agreement exists, such
      agreement is in full force and effect or that Retailer is not in breach or
      default thereunder. Nothing contained herein shall serve to revive an EchoStar
      Retailer Agreement or Distributor Retailer Agreement that has been terminated
      pursuant to Section 10.2, 10.3 or 10.4 thereof. Furthermore, nothing contained
      herein shall constitute a waiver by either party of any rights or remedies
      they
      may have under the terms and conditions of the EchoStar Retailer Agreement
      or
      the Distributor Retailer Agreement. 

    


    3.
       All
      capitalized terms not otherwise defined herein shall have the meaning ascribed
      to them in the EchoStar Retailer Agreement or the Distributor Retailer
      Agreement, as applicable. 

    


    4.
       This
      Amendment constitutes the entire agreement between the parties with respect
      to
      the subject matter hereof. The parties specifically acknowledge there are no
      unwritten side agreements or oral agreements between the parties which alter,
      amend, modify or supplement this Amendment. 

    


    5.
       RETAILER
      AND ECHOSTAR HEREBY REPRESENT, WARRANT, ACKNOWLEDGE AND AGREE THAT: (A) THEIR
      INDEPENDENT COUNSEL HAS REVIEWED, OR THEY HAVE BEEN GIVEN A REASONABLE
      OPPORTUNITY FOR THEIR INDEPENDENT COUNSEL TO REVIEW (BUT DECLINED SUCH REVIEW),
      THIS AMENDMENT; (B) THE TERMS AND CONDITIONS OF THIS AMENDMENT, AND EACH AND
      EVERY PARAGRAPH AND EVERY PART HEREOF, HAVE BEEN COMPLETELY AND CAREFULLY READ
      BY , AND EXPLAINED TO, THE PARTIES; (C) THE TERMS AND CONDITIONS OF THIS
      AMENDMENT ARE FULLY AND COMPLETELY UNDERSTOOD BY EACH PARTY AND EACH PARTY
      IS
      COGNIZANT OF ALL OF SUCH TERMS AND CONDITIONS AND THE EFFECT OF EACH AND ALL
      OF
      SUCH TERMS AND CONDITIONS; AND (D) THIS AMENDMENT IS MADE AND ENTERED INTO
      VOLUNTARILY BY EACH PARTY, FREE OF UNDUE INFLUENCE, COERCION, DURESS, MENACE
      OR
      FRAUD OF ANY KIND WHATSOEVER, AND HAS BEEN EXECUTED BY EACH PARTY OF THEIR
      OWN
      FREE WILL. 

    


    IN
      WITNESS WHEREOF, the parties have caused this Amendment to be executed by their
      duly authorized representatives as of the date first written above.


    


    ECHOSTAR
      SATELLITE L.L.C.

    


    


    By:
      ______________________

    Name:

    Title:

    


    RETAILER

    


    


    By:
      ______________________

    Name:

    Title: