EXHIBIT 10.2

Clear  Channel  Satellite  Services

Title

Satellite  Service  Agreement
-----------------------------

Project/Circuit  ID                         Contract
                                            SSA-(1002020-001

1.  Overview
This  Agreement,  made  between  Clear  Channel  Satellite Services (referred to
herein  as "CCSS"), with its principal office located at 7402 S. Revere Parkway,
Suite 450, Englewood, Colorado, USA, and the customer, identified hereinafter as
"Client,"  and is effective on the date of signature below ("Effective Date") by
the  Authorized Representatives of both CCSS and the Client.  This Agreement may
consist  of  several counterparts, which taken together shall constitute but one
instrument.  This  agreement consists of the Satellite Service Agreement and any
other  Supplemental  Addenda  incorporated  by  reference  and made part hereof.

Client  Name:                     SkyFrames,  LLC
Address:                          1111  Town  and  Country  Road
                                  Building  30
                                  Orange,  CA  92868
Phone:                            714-473-6763
Fax:                              714-836-0871

WHEREAS:  CCSS  and  the  Client  (collectively,  the  "Parties")  have  reached
agreement  concerning  the provision of satellite services, and in consideration
of  the  mutual covenant herein expressed, the Parties, through their authorized
agents  or  officers,  hereby  agree  to  the  Terms  and  Conditions  below.

2.   Glossary
Agreement:  This  Service  Agreement and appendices and Attachments specifically
referenced  in  this  Agreement.

CCSS  Personnel:  Agents,  employees  or  subcontractors  engaged  by  CCSS.
Client  Personnel:  Agents,  employees,  contractors  or  remarketers engaged by
Client.

Commercially  Operational:  A  satellite  or  a  transponder  that is capable of
carrying  communication  traffic.

Contract  Date:  As  to  each service or transponder on the Satellite, the first
date  on which a binding agreement for the taking of such service or purchase of
such transponder has been executed by both the client and CCSS.  Notwithstanding
the  foregoing,  any  service  provided  to  the  United State government or any
department  or agency thereof, whether through a prime contract or a subcontract
shall  be  deemed  to  have  a  Contract Date prior to the Contract Date of this
Agreement.

Earth  Station:  The antennas and associated ground facilities equipment used to
transmit  communication  signals  via  communications  satellite  in  space.

End-of-Life  (EOL):  The  date  on which, in The Satellite Operator's reasonable
judgment,  a  satellite  should  be taken out of service because of insufficient
fuel.

Failed  Satellite or Satellite Failure: A satellite: (1) on which one or more or
the  basic  subsystems fail, rendering the use of the satellite for its intended
purposes  impractical, as determined by The Satellite Operator in its reasonable
business  judgment,  or  on  which  more  than  one-half of the transponders are
transponder  failures,  and  (2)  that  The  Satellite  Operator  has declared a
failure.


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Failed Transponder or Transponder Failure:  With respect to any transponder used
to  provide service to Client under this Agreement, any of the following events:

     1.   Such  Transponder is subject to a continuous Interruption of more than
          one  hundred  twenty-one  (121)  hours:  (For  the  purpose  of  this
          definition,  measurement  of  periods  of Interruption hereunder shall
          commence  when  Client  has notified The Satellite Operator thereof.);

     2.   Ten  (10)  or  more  Outage  Units  shall  occur  with respect to such
          Transponder  within  any  seven  hundred  (720)  hours.

     3.   Where  it  is  reasonably  and mutually ascertainable by The Satellite
          Operator  and  Client, by the number and nature of the Interruption(s)
          that  the  Transponder  has  failed  or  is  about  to  fail.

Fully  Protected Service of Fully Protected Transponder:  A satellite service or
transponder  that,  if  restoration thereof is needed as a result of a satellite
failure, or as a result of a transponder failure under circumstances in which no

Protection  Transponder  is  available  on the satellite on which such satellite
service  or  transponder  is  located,  is  entitled  to restoration, subject to
availability  of facilities and to the conditions of the applicable contract, on
another  satellite.

Interruption:  Any  period  during  which  a  transponder  fails  to  meet  the
transponder  Performance  Specifications and such circumstances preclude the use
of  the  transponder  for  its  intended  purpose.  Where  the Client utilizes a
portion  of or the entire transponder for multiple services, outage credits will
be  given  to  the Client on the basis of the actual number of services that are
rendered  unusable  or  interrupted  in relation to the total number of services
provided  to  that  client  on  the  transponder.

Non-Preemptible  Service or Non-Preemptible Transponder:  A satellite service or
transponder that may not be preempted at any time to restore a Protected Service
or  Protected Transponder, but that is not entitled to be restored by preempting
a  Preemptible  Service  or  Preemptible  Transponder.

Outage  Unit:  An  Interruption  of  a  transponder for a period of fifteen (15)
minutes  or  more.

Party:  One  of  the  signatories  to  this  Agreement.

Person:  any individual, corporation, partnership, joint venture, association or
other  legal  entity.

Preemptible  Service  or  Preemptible  Transponder:  A  satellite  service  or
transponder  that  may  be  preempted  at  any  time  to restore (1) a Satellite
failure,  (2)  a  Protected  Service  or  Protected  Transponder  that becomes a
transponder  failure,  or (3) other service offerings of The Satellite Operator,
including  but  not  limited  to,  construction  and launch delay protection and
launch  failure  protection.

Protected  Service  or  Protected  Transponder:  a  Replacement  Transponder,

Preemptible  Transponder  or  unassigned transponder used to restore a Protected
Service.

Protected  Transponder:  A  Replacement  transponder, Preemptible Transponder or
unassigned  transponder  used  to  restore  a  Protected  Service.

Replacement  Transponder:  A  Spare  Transponder  Amplifier  and  its associated
components,  which is accessible for purposes of restore and which is capable of
carrying  communications  traffic  within  the  parameters  as  described in the

Transponder  performance  Specifications  for  the  transponder  to be restored.

Satellite  Operator:  The  company  which provisions and maintains space-time on
communications  satellites.

SCPC:  Single  channel  per  carrier.

Termination  Value:  the net present value as of the date of termination of this
Agreement of the remaining unpaid service charges payable hereunder, computed as
if  this  Agreement  remained  in  effect  until the Projected Termination Date,
utilizing  a  discount  rate  equal  to  five  percent (5%) per annum, plus late
charges  on  such  amount  from the date of termination until payment is made in
full.


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Transponder: A C-band radio frequency transmission channel on the satellite used
to provide service to Client pursuant to the terms of this Agreement.  When used
in  the  lower  case,  "transponder"  means  a C-band or Ku-band radio frequency
transmission  channel  on  a  communication  satellite.
Transponder  performance  specifications:  The specification for the performance
of  the  Transponder  set  forth  by  the  satellite  manufacturer and operator.

Transponder-Protected  Service or Transponder-Protected Transponder: a satellite
service  or  transponder  that my not be preempted to restore another service or
transponder,  that  is itself entitled to be restored by Protection Transponders
on  the  same  satellite  but that is not entitled to be restored if there is no
such  Protection  Transponder  available.

TT&C:  Tracking,  telemetry,  and  control  services  for  the  Satellite  to be
provided  by  The  Satellite  Operator,  including  periodic station keeping and
attitude  control  maneuvers,  power  management  and  fuel  management.

3.  Scope

3.1  Client  hereby  agrees to purchase and CCSS agrees to provide service(s) as
described  in  Appendix  A  on  the  terms  and  conditions  specified below and
subject  to the terms and conditions set forth in the appendices and Attachments
hereto,  which  are  incorporated  by  reference  herein and made a part hereof.

3.2 Clear Channel Satellite Services, and its subcontractors will provide client
services(s)  as  described  in  Appendix  A  hereto,  on  the Satellite Operator
communications  satellite  designated  in  Appendix  A  ("the  Satellite").  The
transponder  assignment will be changed only if the assigned Transponder becomes
a  Transponder  Failure or to prevent interference by or to Client's operations.
Client  is  responsible  for  providing, operating and maintaining uplink and/or
downlink  equipment  at  its  location(s).

4.  Terms  and  Payment

4.1  The  term  of  this  Agreement shall commence on or before the dates as set
forth in Appendix a and shall end as set forth in Appendix A.  Expiration of the
term  shall  not  terminate  or  discharge any pre-existing obligation of either
Party  to  the  other  Party.

4.2  Client  shall  pay  to  CCSS  the  amounts listed for services described on
appendix  A  payable  monthly in advance in accordance with paragraph 4.3 below.
Deposits are due prior to circuit initiation.  Client shall make payment to CCSS
by company check sent by US mail or courier to Clear Channel Satellite Service's
address  as  listed in this Agreement; by wire transfer to an account designated
by  CCSS  as CCSS may from time to time specify; or by authorized company credit
card  as  specified  by  client  and  verified  by  CCSS.

4.3  CCSS will render monthly bills to Client prior to the due date for payment,
which  shall  be  the  first  (1st)  day  of  each month in which the service is
provided.  CCSS  will  assess  a  late  charge  of _____ (___) percent per _____
[Confidential and filed separately with the SEC] on payments not received by the
due.  Clear  Channel Satellite Services' failure to render bills or its delay in
billing shall not relieve Client of its obligation to pay CCSS, when and as due,
for  all  services provided hereunder or of its obligation to pay any applicable
late charges, in addition to any other right CCSS may have under this Agreement,
CCSS  may  suspend  Client's  service  upon  five  (5) business days' notice for
failure  to  pay  any  sums  due  to  CCSS  hereunder.


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4.4  Monthly charges are exclusive of taxes, duties and user fees.  Client shall
pay  directly  for  all  taxes, duties and user fees, including any privilege or
excise  taxes  based upon gross revenue pertaining to the service used by Client
or  to  the  satellite  on  which such service is provided and allocable to such
service, or shall reimburse CCSS within ten (10) days of notice by CCSS for same
if  CCSS  pays  such  taxes,  duties.

4.5  The  monthly charges shall increase by ______ percent (____%) [Confidential
and filed separately with the SEC] over the prior ear's monthly charge beginning
on  the  first anniversary of this Agreement and at the end of each twelve month
period thereafter beginning with the second payment due date and continuing with
each  payment  thereafter.

5.  TERMS  AND  TERMINATION

5.1  Subject  to  Paragraphs 5.2 and 5.3 below, the term of this Agreement shall
end on the earliest of: (1) the Projected Termination Date set forth in Appendix
A  of  this  Agreement, (2) the EOL or Replacement Date of the Satellite, or (3)
the date that the Transponder or the Satellite on which Client is taking service
becomes a Transponder Failure or a Satellite Failure, respectively, and Client's
service cannot be restored in accordance with appendix A unless within seven (7)
days  after  any  such  event CCSS or the Satellite Operator provides service on
another  transponder on the Satellite or on alternate facilities provided, that,
if  CCSS  or  the  Satellite  Operator offers such alternate facilities on terms
different from those specified herein, Client's use of such alternate facilities
shall  be  subject  to  such  different  terms.

5.2  Either  Party may terminate this Agreement within ninety (90) days after it
acquires knowledge of an event listed below and upon ten (10) days prior written
notice  of:

     5.2.1  The  FCC  denies,  revokes  or suspends any authorization, approval,
          license  or  permit  required to position or operate the Satellite, or
          otherwise  to  provide  service  to  Client on the terms and condition
          contained  in  this agreement, and the Satellite Operator is unable to
          obtain  relief  from  the  FCC's  action enabling performance of Clear
          Channel  Satellite  Service's obligations hereunder within one hundred
          and  eighty (180) days of the government or government agency's action
          becoming  administratively final and not subject to further government
          or  government  agency  review.

     5.2.2  The  Other Party is unable to perform its obligations as a result of
          becoming insolvent or the subject of insolvency proceedings, including
          without  limitation,  if  the  other  Party  is  judicially  declared
          insolvent  or  bankrupt,  or  if  any  assignment is made of the other
          Party's  property  for  the benefit of its creditors or if a receiver,
          conservator,  trustee  in  bankruptcy  or  other  similar  officer  is
          appointed  by  a court of competent jurisdiction to take charge of all
          or  any  substantial  part  of  the  other  Party's  property, or if a
          petition is filed by or against the other Party under any provision of
          the  Bankruptcy  Act  not or hereafter enacted, and such proceeding is
          not  dismissed  within  sixty  (60)  days  after  filing.

5.3 In addition, CCSS may terminate this Agreement within ninety (90) days after
it  acquires  knowledge  of  an  event listed below and upon ten (10) days prior
written  notice  if:

     5.3.1 Client defaults in making any payment due hereunder and does not cure
          such  default  within  five (5) business days of the due date for such
          payment.

     5.3.2  Client's  use  of  the  service  fails  to  conform to the operating
          procedures  and,  in  Clear  Channels  satellite  Service's reasonable
          judgment, such nonconforming use might harm the Satellite or interfere
          with  the  use  of  the  Satellite  by  others  and  Client  does not,
          immediately  upon  discovery  or notification by CCSS or the Satellite
          Operator,  bring  its  use  into  compliance  with  such  operating
          procedures.


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5.4  In the event Client terminated this Agreement for reasons other than as set
forth  in  Item 5.3.1 of this Article, Client shall pay the total of the monthly
amounts  set  forth  in  Appendix  A  for  the  balance  of  the  term.

5.5   Termination  of  this  Agreement  shall  not  relieve  either Party from
fulfilling  any  outstanding  financial obligation to the other Party under this
Agreement.

6.  OPERATIONAL  MATTERS

6.1  Satellite  Transponder-Protected  Service:  If  the  satellite  transponder
utilized  for  this  service fails (Transponder Failure), the satellite Operator
shall  immediately  initiate  all reasonable measure, consistent with protecting
the  satellite  and  all  services  provided thereon, to restore the Transponder
Failure  as  quickly as practicable.  Restoration shall be effected if technical
and  operational  circumstances  permit, in the following manner and order, on a
first-needed,  first-served  basis:  first,  by utilizing similar service on any
available  Replacement  Transponder  of  the  same  Transponder  Class  on  the
provisioned  Satellite;  and  second,  if  no  such  Replacement  Transponder is
available,  by  using  an  unassigned  or  Preemptible  Transponder  of the same
Transponder  Class  on  the  provisioned  Satellite,  if  available.  If no such
Protection  Transponder  is  available  on  the  provisioned Satellite, Client's
service  shall  not  be  restored  on this satellite.  The Transponder-Protected
Transponder  on which service is provided to Client may not be preempted by CCSS
or  by  the  Satellite  Operator  to  restore  another  service  or transponder.

6.2  Earth  Station  requirements  and  Satellite  Access  Specifications: Earth
station  requirements,  satellite access specifications and operating procedures
will  be provided by CCSS prior to circuit initiation.  Client agrees to conform
its  uplink  earth station transmissions to the access specifications and comply
with  the operating procedures set forth.  If needed, prior to commencing use of
the  service  provided hereunder, Client, at its expense shall provide CCSS with
any descrambling or decoding devices that may be required for signal monitoring.
Unless  final  commission of equipment is performed by CCSS, Client must contact
CCSSs'  Technical  Operations Center and demonstrate the earth station's ability
to  perform  in  accordance with the access specifications prior to transmitting
from  a  Client-provided  earth  station.

6.3 Improper Operation: In the event of any failure of Client to comply with the
satellite access specifications or operating parameters stated in Appendix A, or
if  operation  by  Client  interferes  materially  with  CCSSs'  other satellite
services  or  with  the  Satellite  Operator's use of other transponders, Client
agrees  to  correct  such  improper  operation  immediately  upon  discovery  of
receiving  notice  from  CCSS of the occurrence of such improper operation.  The
client  must  have  available  personnel  able  to respond at the site within 15
minutes  of  notification.  If  the  client  cannot  support the response in the
specified  time  frame,  a  serial  modem  is  required  to  be connected to the
transmission  equipment and be accessible at all times at the site.  The control
modem  number  will  be  supplied  to CCSS.  In the event of Client's failure to
discontinue,  CCSS  or  its subcontractors may take such action as is reasonable
and  necessary  in  the  circumstances  to  eliminate  such  improper operation,
including  suspending  Client's  use of the service provided hereunder, with out
any  liability  for loss or damage whatsoever, until such time as Client is able
to  operate  in  a  proper  manner.  Client  will  pay  to  CCSS _______ Dollars
($____.00)  [Confidential  and  filed  separately  with the SEC] for each minute
improper  operation  continues  commencing  15 minutes after the Client has been
notified  by  CCSS  or  the  Satellite Operator of the improper operation unless
Client  discovers  the  improper  operation  prior to the time CCSS or Satellite
operator notifies Client, in which case the improper operation shall be measured
from  the  time  of  discovery.


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6.4  Action  to  Protect  Satellite:  the Satellite Operator shall have sole and
exclusive  control  of operation of the Satellite.  If circumstances occur which
in  the  Satellite  Operator's  reasonable  judgment pose a threat to the stable
operation of the Satellite, CCSS, or the Satellite Operator shall have the right
to take appropriate action to protect the Satellite, including discontinuance or
suspension  of  operation  of  the Satellite, the transponder on which Client is
taking  service,  or  any other transponder, without liability to Client, except
that  Client  shall  receive a credit computed as provided in Item 6.8.1 of this
Agreement.  CCSS  shall  give  Client  as  much  notice  as  practical under the
circumstances of any such discontinuance or suspension.  If it becomes necessary
to  discontinue or suspend service on one or more transponders on the Satellite,
and  operational  circumstances  allow  the  Satellite  Operator  to  select the
transponder  or  transponders  to  be  discontinued  or suspended, including the
transponder  on which Client is taking service, the Satellite Operator will make
such  selection  as  it  sees  fit  without any liability to Client, except that
Client  shall  receive  a  credit  computed  as  provided  in Item 6.8.1 of this
Agreement.  In  addition,  the  Satellite  Operator  reserves  the  right  to
periodically  transmit essential stationkeeping signals to selected transponders
including  Clients'  Transponders.  Such  transmissions  will  not  degrade  the
performance  of  such  receiving  transponder.

6.5  Testing:  CCSS  or  the  Satellite  Operator  may suspend service to Client
hereunder  on  such notice as is reasonable under the circumstances for purposes
of  testing  in connection with a failure or suspected failure of a component of
subsystem  of  the  Satellite  or  any transponder thereon, or in response to an
order  of a court or governmental agency, or to determine the cause or source of
any interference.  In addition, during the last four months of the Service Term,
the Satellite Operator may suspend service to Client through CCSS for testing of
the  Satellite  or a successor satellite for any purpose not contemplated by the
preceding  sentence, provided that such testing (i) is performed on at least two
(2)  weeks'  notice  to Client; (ii) isn't performed for more than two (2) hours
during  any  single  twenty-four (24) hour continuum; (iii) is performed on days
and  at  hours  selected  to  minimize  inconvenience  to  Client  and  Client's
Designees.  Client  shall  be  granted a credit computed in accordance with Item
6.8.1  for  any  suspension of service pursuant to this Paragraph, except in the
case  of  testing  requested  by  Client that does not result in discovery of ay
failure  to  meet  the  Transponder  Performance  Specification.  The  Satellite
Operator  reserves the right to periodically transmit station keeping signals to
selected transponders, including without limitation, clients' Transponder.  Such
transmissions  will  not  degrade the performance of the receiving transponders.

6.6  Applicable  law:  Construction,  launch,  location  and  operation  of  the
Satellite  and  the  Satellite  Operator's  satellite  system are subject to all
applicable  laws  and  regulation, including with limitation, the Communications
Act  of 1934, as amended, and the Rules and Regulations of the FCC.  All parties
shall  comply  with  all  such  applicable  laws  and  regulations.

6.7  Notices:  All  notices regarding technical or operational matters requiring
immediate  attention  shall  be  given  by  telephone  followed  by  written
confirmation.  Each  party shall designate a point(s) of contact where the other
Party  may  call seven (7) days a week, twenty-four (24) hours a day.  All other
notices and requests by one Party to the other shall be in writing and deemed to
be  duly  given  on the same business day if sent by fax, telecopy or electronic
mail  or  hand delivered during the receiving Party's regular business hours, or
on  the  date  of receipt if sent by pre-paid overnight, registered or certified
mail  and  delivered  to  the  Party's  address as listed below or to such other
address  as  the  Party  may  designate.


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CCSS:                                    CLIENT:

Clear  Channel  Satellite  Service       SkyFrames,  LLC
7042  S.  Revere  Parkway, Suite 450     1111 Town and Country Road, Building 30
Englewood,  CO  80112                    Orange,  CA  92868
Attention:  General  Manager             Attn:  Chet  Noblett
Telephone:  303-925-1708                 Telephone:  714-473-6736
Fax:             303-325-1714            Fax:             714-836-0871

With  a  copy  to:

Clear  Channel  Communications,  Inc.
200  East  Base  Road
San  Antonio,  Texas  78209
Attention:  Legal  department
Telephone:  (210)  822-2828
Fax:             (210)  832-3428

6.8  Interruptions

     6.8.1  The  length  of an Interruption shall be measured from the time CCSS
          receives  notice  of  same  from Client until service is restored. All
          interruption  reports  are  subject  to  confirmation by the Satellite
          Operator.  Only  interruptions  of  the satellite service are covered;
          interruptions  due  to client's equipment problems are not. Credit for
          an  Interruption  of one day shall be 1/30 of the monthly charge. CCSS
          or  the  Satellite  Operator  will  provide  Client  with  written
          confirmation  of  the  date and length of any Interruption. Credit for
          Interruptions  to and including twenty-four (24) hours will be allowed
          as  follows:

          Length  of  Interruption  Credit
          Less  than  1  minutes  None
          15  minutes  up  to  but  not  including  3  hours  1/10  day
          3  hours  up  to  but  not  including  6  hours  1/5  day
          9  hours  up  to  but  not  including  9  hours  2/5  day
          9  hours  up  to  but  not  including  12  hours  3/5  day
          12  hours  up  to  but  not  including  15  hours  4/5  day
          15  hours  up  to  24  hours  inclusive  One  day

     6.8.2  No  more  than  one  day's  credit  will  be  allowed for any period
          aggregating  twenty-four  (24)  hours.  Credit  will  be  allowed  in
          one-fifth  (1/5)  day  multiples  for  each  three  (3) hour period of
          Interruption  or  fraction  thereof  for  Interruptions  in  excess of
          twenty-four  (24)  hours.

     6.8.3  No credit shall be payable for Interruptions due to (i) the fault of
          Client  of  any Client third Party, (ii) the failure or unavailability
          of  Client's  services  or  equipment,  or  satellites,  transponders,
          facilities,  services  or  equipment  furnished to Client by any other
          entity, (iii) sun outage or rain fade, (iv) suspension of service made
          in  accordance with this agreement, or (v) any cause for which CCSS is
          otherwise  not  responsible.

6.9  Indemnification:  During  any  period  Client,  Client's  successors,
subcontractors  or  transferees  ("Client  Designees")  access  any transponder,
Client  shall  indemnify  and  hold  CCSS  and  its affiliates, their respective
officers,  directors,  employees  and agents harmless from and against all loss,


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liability,  damage,  claims and expense, including but not limited to attorneys'
fees  and  disbursements,  arising  from  or  related to L (i) claims for libel,
slander, infringement of copyright or other intellectual property rights arising
from  the  communications  transmitted by Client or Client's Designees; and (ii)
any  other  claim  arising  from  any  use  of the service provided to Client or
Client's  Designees.

7.  CONTENT  OF  TRANSMISSIONS

7.1  Client  will not use the service, and will not authorize or permit Client's
Designees  to  use  the  service to transmit unlawful programming of any nature.
Client  and  Client's  Designees  will  not  transmit  communications containing
"sexually  explicit  conduct"  as  defined  in  18  U.S.C.   2256 (2) unless the
depiction  or  description  of  such  conduct  in  a communication is integrally
related  to  and  advances  the  thematic  content of the communication and such
content  has  serious  literary,  artistic,  political  or  scientific  value.

7.2  CCSS  or  the  Satellite  Operator  may  terminate, prevent or restrict any
communications  using  the service provided hereunder as a means of transmission
if  such  actions  (i)  are  undertaken  at  the  request  of  by direction of a
governmental  agency  (including  the  FCC), or (ii) are taken subsequent to the
institution  against CCSS, the Satellite Operator, Client or Client's Designees,
any  legal entity affiliated with any of them or any of the directors, officers,
agents  or  employees of the Parties, Client's Designees or their affiliates, of
criminal,  civil  or administrative proceedings or investigations based upon the
content  of  such  communications.

7.3  CCSS  or  the  Satellite  Operator  may  terminate, prevent or restrict any
communications  using  the service provided hereunder as a means of transmission
if  (i) such actions are reasonably appropriate to avoid violation of applicable
law;  or  (ii) there is a reasonable risk that criminal, civil or administrative
proceedings or investigations based upon the content of such communications will
be instituted against CCSS or the Satellite Operator, any affiliated company, or
any  of  the  directors,  officers, agents or employees of CCSS or the Satellite
Operator or their affiliated companies; or (iii) such communications will expose
CCSS  or the Satellite Operator to costs, expenses, liability, damages, fines or
other penalties from which CCSS in its sole discretion or the Satellite Operator
is  not  adequately  protected  by  arrangements for compensation, indemnity and
insurance  provided  by  Client.  Under  the  circumstances  set  forth  in  the
preceding  sentence,  CCSS shall provide two days' advance notice to Client that
it intends to take action to terminate, prevent or restrict such communications,
in  which  even  Client or Customer's Designees, as appropriate, may, during the
period  of notice, suspend, and agree to continue to suspend, use of the service
to  transmit  any  communications  which  is  the subject of the notice, and any
communications  of  a  similar nature until such times as, in the opinion of the
Satellite  Operator's counsel, the communications ca be resumed without risk, in
which  event CCSS will not terminate, prevent or restrict such communications so
long as Client and Client's Designees, as appropriate, remain in compliance with
the  terms  of  said  agreement  and  this  Article.

7.4  A  decision  by  CCSS  or the Satellite Operator at any time that action to
terminate,  prevent  or restrict communications is or is not warranted shall not
operate  to,  or  be  deemed to, limit or waive CCSS or the Satellite Operator's
right  to  take  or  not  take  action  at another time to terminate, prevent or
restrict  communications.

7.5  In  the  event  any  criminal,  civil  or  administrative  proceeding  or
investigation  or  claim of any kind is instituted against CCSS or the Satellite
Operator,  any  affiliate  thereof, or any of the directors, officers, agents or
employees  of CCSS or the Satellite Operator or its affiliates (the "Indemnified
Parties"),  based  upon  the  content  of  any  communications  which  is


<PAGE>

transmitted using the service provide hereunder, Client shall indemnify and save
harmless  the  Indemnified  Parties from all costs, expenses (including attorney
fees  and disbursements and expert witness fees), liabilities and damages of any
nature,  including without limitation, to the extent permitted by law, any fines
or  other  penalties  resulting  from  or  arising  out  of  such proceedings or
investigations.  CCSS or the Satellite Operator shall have the right, but no the
obligation,  to  require Client to conduct the defense of CCSS and the Satellite
Operator in any such proceedings or investigations at the expense of Client.  If
CCSS  or  the Satellite Operator elects to conduct its own defense, client shall
nevertheless  remain  liable  for  all  costs, expenses, liabilities and damages
resulting  from  or  arising  out  of  such  proceedings  or  investigations.

8.  LIMITATION  OF  LIABILITY
Client  hereby  acknowledges  and agrees that CCSSs' entire liability under this
Agreement  is  limited  as  set  forth  below.

8.1  No  warranties, expressed, implied, or statutory, including any warranty of
merchantability  or  fitness  for  a  particular  purpose,  apply to the service
provided hereunder or the equipment and facilities used to provide such service.
As  a  material  condition of receiving service hereunder at the price specified
herein,  and  in regard to any and all causes arising out of or relating to this
Agreement, including but not limited to claims of negligence, breach of contract
or  warranty,  failure  of  a  remedy  to  accomplish  its  essential purpose of
otherwise,  Client  agrees  that  CCSSs'  entire liability for damages or losses
arising  out of mistakes, omissions, interruptions, delays, errors or defects of
any  kind  with  respect  to  its  performance  of this Agreement, or the use or
operation  of  the  Satellite, the transponder used to provide service to Client
hereunder,  or  of  other  satellites,  transponders,  facilities,  services  or
anything  done in connection therewith, regardless of whether occasioned by CCSS
or  The  Satellite Operator's negligence, shall be limited to a refund or waiver
of  the  applicable  charges  for  service.

8.2  CCSS and its suppliers and subcontractors shall not be liable in connection
with  this  Agreement  for  an  indirect,  incidental,  consequential,  special,
punitive  or  other similar damages (whether in contract, tort, strict liability
or  under  an  other  theory  of liability) including but not limited to cost of
substitute  services  or  facilities,  loss of actual or anticipated revenues or
profits, loss of business, clients or good will, or damages and expenses arising
out of third Party claims.  The foregoing exclusion shall apply even if CCSS has
been  advised  of  the  possibility  of  such  damages

8.3  Neither  Party  shall be liable to the other for any failure of or delay in
performance hereunder due to causes beyond its reasonable control.  These causes
include  but  are  not  limited  to:  acts  of God; fire, flood or other natural
catastrophes;  the need to comply with any law or any rule, order, regulation or
direction  of the United State Government, or of any other government, including
state  and  local  governments  having jurisdiction over wither Party, or of any
department,  agency  commission, bureau, court or other instrumentality thereof,
or  of  any  civil  or  military authority; national emergencies; insurrections;
riots;  acts  of  was, quarantine restrictions; embargoes; or strikes, lockouts,
work  stoppages  or  other  labor  difficulties.

9.  GENERAL  PROVISIONS

9.1  Amendments:  This  Agreement  may  only be amended in writing with specific
reference  to  this Agreement which has been signed by authorized representative
of  the  Parties  involved.

9.2  No  Third  Parties:  Nothing contained in this Agreement shall be deemed or
construed by the Parties or by any third party to create any rights, obligations
or  interests  in  third parties; or to create the relationship of principal and
agent,  partnership  or  joint  venture  or  any other fiduciary relationship or
association  between  the  Parties.

9.3  Non-Waiver:  No  failure  on  the  part of either Party to notify the other
Party of any noncompliance hereunder, and no failure on the part of either Party
to  exercise  its rights hereunder shall prejudice any remedy for any subsequent
noncompliance,  and  any  waiver  by either Party of any breach of noncompliance
with  any term or condition of this Agreement shall be limited to the particular


<PAGE>

instance  and  shall  not  operate  or be deemed to waive any future breaches or
noncompliance with any term or condition.  All remedies and rights hereunder and
those  available  in  law or in equity shall be cumulative and the exercise by a
Party  of  any such right or remedy shall not preclude the exercise of any other
right  or  remedy  available  under  this  agreement  in  law  or  in  equity.

9.4  Headings:  All  headings  in  this  Agreement  are  inserted as a matter of
convenience and for reference purposes only, are of no binding effect, and in no
respect  define,  limit or describe the scope of this Agreement or the intent of
any  article,  paragraph  or  subparagraph  hereof.

9.5  Counterparts:  This  Agreement  may be signed in any number of counterparts
with  the same effect as if the signatures to each were upon the same Agreement.

9.6  Execution  and  Assignment:  Each Party shall bear its respective costs and
expenses in connection with the preparation, execution, delivery and performance
of  this  Agreement.  Client  shall  not  assign  or  transfer  its  rights  or
obligations  under  this  Agreement  without CCSSs' prior written consent.  This
Agreement  shall  inure  to the benefit of and shall be binding upon the Parties
and  their  allowed  successors  and  assignees.

9.7  Choice  of  Law, Waiver of Jury Trial:  This Agreement shall be governed by
and  construed  in  accordance  with  the  internal  laws  of the State of Texas
applicable  to  agreements  made and to be performed entirely within such State,
without  regard  to  the conflicts of law principles of such State.  The Parties
shall  not  raise  in connection therewith, and hereby waive, any defenses based
upon  the  venue, inconvenience of forum, the lack of personal jurisdiction, the
sufficiency  of  service of process (as long as notice of such action or suit is
furnished  in  accordance  with  Section 5 of this Agreement) or the like in any
such  action  or  suit.  EACH  OF THE PARTIES HEREBY IRREVOCABLY WAIVES TRIAL BY
JURY  IN  ANY  SUCH  ACTION  OR  SUIT.

9.8  Licensing:  Each Party will be solely responsible for obtain or maintaining
all  regulatory  licenses, approvals, and permission necessary for the provision
of  its  services  and  facilities.

9.9  Force  Majeure:  Neither Party shall be liable to the other for any loss or
damage  resulting  from  delay  or failure to perform its obligations under this
Agreement,  or  any contract hereunder, either in whole or part, here such delay
or  failure  shall be due to causes beyond its reasonable control including, but
not  limited  to  war,  riots or other acts of civil disobedience, insurrection,
acts  of God, restraints imposed by governments of any other supranational legal
authority,  or any other industrial or trade disputes, fires, explosions, storm,
flood,  lightning,  earthquakes,  and  other  natural  calamities.

9.10  Non-Disclosure  of  Terms:  The  Parties shall hold this Agreement and the
terms  hereof  in  strict  confidence  and neither Party shall disclose to third
parties  the prices, payment terms, schedules, and other terms and conditions of
this Agreement without the written consent of the other Party except as required
by  Government  review  or  audit.

9.11 Entire Agreement:  The Agreement, including all Appendices and Attachments,
represents  the  entire  understanding  and  agreement  between the Parties with
respect  to  the  subject  matter  hereof, supersedes all prior negotiations and
agreements  between  the  Parties  concerning  that  subject  matter, and can be
amended,  supplemented  or  changed  only by an agreement in writing which makes
specific  reference  to  this  Agreement  and  which  is signed by both parties.

10  Remedies
     The  parties  agree  to  negotiate  in  good  faith within two weeks of the
     execution  of  this  document  in  appropriate  remedy,  if  required.

     Client  waives  any  right  it  may  have to delay any payment obligations.


<PAGE>

IN  WITNESS  WHEREOF, the Parties have executed this Agreement, effective on the
date  first  below  written.

ACCEPTED  AND  AGREED  TO:

   /s/  Chet  Noblett               Date:  10-7-2002
----------------------------------
Name:  Chet  Noblett
Title:    Chairman,  SkyFrames,  Inc.

ACCEPTED  AND  AGREED  TO:

   /s/  Don  Harms                  Date:  10-6-2002
----------------------------------
Don  Harms
Vice-President/General  Manager
Clear  Channel  Satellite  Services


<PAGE>

                                   Appendix A
                                   ----------

Circuit  ID#:

COMPANY:     SkyFrames,  LLC

Description  of  Service(s):
     Satellite  Bandwith  and  power  for  data  transmission  purposes
     SCPC  duplex  space  segment

Specifications

[CONFIDENTIAL  and filed separately with the Securities and Exchange Commission]

Note:  Submission  of these execution copies to you does not constitute an offer
by  Clear Channel Satellite Services and the capacity referenced therein remains
subject  to  availability  until  such  time  as  the  Agreement  has been fully
executed.

[CONFIDENTIAL  and filed separately with the Securities and Exchange Commission]

______________________________               ______________________________
Duly Authorized Representative               Duly Authorized Representative
Clear  Channel  Satellite  Services          Company:  SkyFrames
Name:                                        Name:  Chet  Noblett
Title:                                       Title:
Date:                                        Date:

________________________
1  As measured at Clear Channel Satellite Service's Network Operations Center in
Denver,  Colorado
2  The  client must have available personnel able to respond at the site with in
15  minutes  of  notification.  If the client cannot support the response in the
specified  time  frame,  a  serial  modem  is  required  to  be connected to the
transmission  equipment  and  accessible  at  all  times  at  the  site.


<PAGE>

SPECIAL  TERMS:

1.     CCSS  will  provide bandwidth on a _______ basis for use basis for use by
the  SkyFrames VSAT network as detailed herein.  SkyFrames will have first right
of refusal to convert the bandwidth to a ____________ status based on CCSS terms
and  conditions.  [Confidential  and  filed  separately  with  the  SEC]

2.     SkyFrames will pay a deposit in the amount of $________ [Confidential and
filed  separately  with  the  SEC]  to  CCSS based on CCSS terms and conditions.

3.     CCSS will bill monthly in advance for a minimum of ($______)[Confidential
and  filed  separately with the SEC]or per special terms #5 and #6 which ever is
greater.

4.     All  clients  will  execute  a separate Service Agreement with SkyFrames.

5.     SkyFrames  will bill all clients directly and all client payments will be
send  directly  to  SkyFrames.  SkyFrames will provide a monthly report from the
satellite  platform NMS and a summary detailing all network usage, invoicing and
payment  activity  approved  by  SkyFrames'  CPA  for  each  month of operation.

6.     CCSS  will  receive  _____ and SkyFrames will receive ______ of the gross
monthly  service  revenues  that  are  actually  paid by clients and received by
SkyFrames.  [Confidential  and  filed  separately  with  the  SEC]

7.     If  either  Party sells equipment thane they will receive the income from
that  sale,  less  a  new customer set-up fee, which shall be paid to SkyFrames.

8.     Each  company  is  responsible  for  its  own  obligations  and shall not
obligate  the  other  without  explicate  written  permission.

9.     _____________________.  [Confidential  and filed separately with the SEC]

10.     Any  dispute  would  be  settle  by  binding  arbitration.

11.     The  suggested  pricing  for selling VSAT service is outlined below.  If
SkyFrames  sells VSAT service below the following price schedule, they will seek
CCSS  approval,  which  will  not  be  unreasonably  withheld.

12.     CCSS recognized that SkyFrames is a public company and agrees to jointly
release  publicly  a CCSS approved news release explaining the new relationship.

[Pricing  Table  -  Confidential  and  filed  separately  with  the  SEC]