FLIP form8k 03-31-2006 EX 10.1


    EXHIBIT
      10.1

    


    


    EchoStar
      Satellite L.L.C.

    9601
      S.
      Meridian Blvd.

    Englewood,
      Colorado 80112

    Tel.
      303.723.1000

    Fax
      303.723.1699

    


    


    March
      27,
      2005

    


    Richard
      E. Miller

    President

    See
      World
      Satellites, Inc.

    1321
      Wayne Ave.

    Indiana,
      PA 15701

    


    Re: Consent
      to Transfer of All Issued and Outstanding Shares of Common
      Stock

    


    Dear
      Mr.
      Miller:

    


    Pursuant
      to Section 17.2 of the EchoStar Retailer Agreement effective as of December
      31,
      2004 by and between EchoStar Satellite L.L.C. (“EchoStar”) and See World
      Satellites, Inc. (“SWS”) (as previously amended, the “ERA), EchoStar hereby
      conditionally grants its consent to the direct transfer solely and exclusively
      from Richard E. Miller (“Miller”) to FTS Group, Inc. (“FTS”) of all of Miller’s
      right, title and interest in and to all of the issued and outstanding shares
      of
      the common stock of SWS (the “SWS Share Transfer”), subject to the complete and
      timely occurrence of all of the following events: (i) SWS duly executing and
      delivering to EchoStar the the “Amendment No. 1 to Retailer Agreements” in the
      form attached hereto as Exhibit A (the “Retailer Agreement 1”); (ii) the giving
      of notice from SWS to EchoStar in accordance with Section 17.10.1 of the ERA
      and
      Section 17.10.1 of the Distributor Retailer Agreement effective as of January
      31, 2006 by and between EchoStar and SWS (as previously amended, the “DRA”)
      that, other than the giving of EchoStar’s and DNSC’s consent hereunder, any and
      all permissions, consents, approvals, acknowledgements and other actions
      required to be obtained, received, completed or performed from any person or
      entity and for any reason in connection with the SWS Share Transfer have been
      fully and correctly obtained, received completed or performed, as applicable
      (the “Notice to EchoStar of Other Consents”); (iii) the giving of notice from
      SWS to DISH Network Service Corporation (“DNSC”) in accordance with Section 14.3
      of the Authorized Regional Service Provider Agreement effective as of June
      14,
      2003 by and between DNSC and SWS (as previously amended, the “RSPA”) that, other
      than the giving of EchoStar’s and DNSC’s consent hereunder, any and all
      permissions, consents, approvals, acknowledgements and other actions required
      to
      be obtained, received, completed or performed form any person or entity and
      for
      any reason in connection with the SWS Share Transfer have been fully and
      correctly obtained, received completed or performed, as applicable (the “Notice
      to DNSC of Other Consents”); and (iv) SWS fully and correctly completing
      (including without limitation all applicable signatures and initials) and
      submitting to EchoStar or DNSC, as applicable, any and all applications,
      documents, instruments and other information as may be required or requested
      by
      EchoStar or DNSC, at any time and from time to time in the sole and absolute
      discretion for any reason or no reason of EchoStar or DNSC, as applicable,
      for
      the purpose of evidencing the SWS Share Transfer and/or any other associated
      transactions in connection therewith or the ERA, DRA and/or RSPA (including
      without limitation the provision by SWS of any revised electronic funds transfer
      instructions applicable to any performance by either party thereto under the
      ERA, DRA or RSPA) on EchoStar’s, DNSC’s and/or any of their Affiliates’ retailer
      or regional service provider database and/or other applicable records of any
      type (collectively, the “Retailer/RSP Records”); provided that: (a) EchoStar
      shall be entitled, in its sole and absolute discretion for any reason or no
      reason, to withdraw this letter and such conditional grant of consent at any
      time prior to the occurrence of all of the foregoing events, and (b) in the
      event that all of the foregoing events have no occurred by 5:00 pm (prevailing
      Mountain Time) on Friday, April 14, 2006, this letter shall automatically become
      void ab initio and be of no further force or effect.

    


    Pursuant
      to the terms and conditions of the Trademark License Agreement effective as
      of
      December 31, 2004 by and between EchoStar and SES and attached to the ERA as
      Exhibit A thereto (as previously amended, the “ETLA”), EchoStar hereby
      conditionally grants its consent to the SWS Share Transfer, subject to the
      complete and timely occurrence of all of the following events: (i) SWS duly
      executing and delivering to EchoStar the Retailer Amendment 1; (ii) the giving
      by SWS of the Notice to EchoStar of Other Consents; (iii) the giving by SWS
      of
      the Notice to DNSC of Other Consents; and (iv) SWS fully and correctly
      completing (including without limitation all applicable signatures and initials)
      and submitting to EchoStar or DNSC, if and as applicable, the Retailer/RSP
      Records; provided that: (a) EchoStar shall be entitled, in its sole and absolute
      discretion for any reason or no reason, to withdraw this letter and such
      conditional grant of consent at any time prior to the occurrence of all of
      the
      foregoing events, and (b) in the event that all of the foregoing events have
      no
      occurred by 5:00 pm (prevailing Mountain Time) on Friday, April 14, 2006, this
      letter shall automatically become void ab initio and be of no further force
      or
      effect.

    


    Pursuant
      to Section 17.2 of the DRA, EchoStar hereby conditionally grants its consent
      to
      the SWS Share Transfer, subject to the complete and timely occurrence of all
      of
      the following events: (i) SWS duly executing and delivering to EchoStar the
      Retailer Amendment 1; (ii) the giving by SWS of the Notice to EchoStar of Other
      Consents; (iii) the giving by SWS of the Notice to DNSC of Other Consents;
      and
      (iv) SWS fully and correctly completing (including without limitation all
      applicable signatures and initials) and submitting to EchoStar or DNSC, if
      and
      as applicable, the Retailer/RSP Records; provided that: (a) EchoStar shall
      be
      entitled, in its sole and absolute discretion for any reason or no reason,
      to
      withdraw this letter and such conditional grant of consent at any time prior
      to
      the occurrence of all of the foregoing events, and (b) in the event that all
      of
      the foregoing events have not occurred by 5:00 pm (prevailing Mountain Time)
      on
      Friday, April 14, 2006, this letter shall automatically become void ab initio
      and be of no further force or effect.

    


    Pursuant
      to the terms and conditions of the Trademark License Agreement effective as
      of
      December 31, 2005 by and between EchoStar and SWS and attached to the DRA as
      Exhibit A thereto (as previously amended, the “DTLA”), EchoStar hereby
      conditionally grants its consent to the SWS Share Transfer, subject to the
      complete and timely occurrence of all of the following events: (i) SWS duly
      executing and delivering to EchoStar the Retailer Amendment 1; (ii) the giving
      by SWS of the Notice to EchoStar of Other Consents; (iii) the giving by SWS
      of
      the Notice to DNSC of Other Consents; and (iv) SWS fully and correctly
      completing (including without limitation all applicable signatures and initials)
      and submitting to EchoStar or DNSC, if and as applicable, the Retailer/RSP
      Records; provided that: (a) EchoStar shall be entitled, in its sole and absolute
      discretion for any reason or no reason, to withdraw this letter and such
      conditional grant of consent at any time prior to the occurrence of all of
      the
      foregoing events, and (b) in the event that all of the foregoing events have
      not
      occurred by 5:00 pm (prevailing Mountain Time) on Friday, April 14, 2006, this
      letter shall automatically become void ab initio and be of no further force
      or
      effect.

    


    Pursuant
      to Section 14.4 of the RSPA, DNSC hereby conditionally grants its consent to
      the
      SWS Share Transfer, subject to the complete and timely occurrence of all of
      the
      following events: (i) SWS duly executing and delivering to EchoStar the Retailer
      Agreement 1; (ii) the giving by SWS of the Notice to EchoStar of Other Consents;
      (iii) the giving by SWS of the Notice to DNSC of Other Consents; and (iv) SWS
      fully and correctly completing (including without limitation all applicable
      signatures and initials) and submitting to EchoStar or DNSC, if and as
      applicable, the Retailer/RSP Records; provided that: (a) DNSC shall be entitled,
      in its sole and absolute discretion for any reason or no reason, to withdraw
      this letter and such conditional grant of consent at any time prior to the
      occurrence of all of the foregoing events, and (b) in the event that all of
      the
      foregoing events have not occurred by 5:00 pm (prevailing Mountain Time) on
      Friday, April 14, 2006, this letter shall automatically become void ab initio
      and be of no further force or effect.

    


    This
      letter does not in any way release SWS or Miller in any manner whatsoever form
      any performance, obligations or liabilities that may arise from or relate to
      the
      ERA, ETLA, DRA, DTLA or RSPA.

    


    If
      you
      desire to enter into the Retailer Amendment 1, please: (i) sign and date the
      execution copy of Retailer Amendment 1 (which has been provided with this letter
      for your convenience) in the appropriate space, (ii) fax a fully-executed copy
      to the attention of Erik Carlson, SVP, Sales, EchoStar Satellite L.L.C. at
      the
      following fax number: 303-723-3893; and (iii) mail two fully-executed originals
      to Erik Carlson, SVP, Sales, EchoStar Satellite L.L.C. at the address specified
      above.

    


    ECHOSTAR
      SATELLITE L.L.C

    


    By: /s/
      James DeFranco 

    James
      DeFranco

    Executive
      Vice President

    


    


    By: /s/
      James DeFranco

    James
      DeFranco

    Executive
      Vice President