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                      DIRECTV MDU SYSTEM OPERATOR AGREEMENT

              This DIRECTV MDU System Operator Agreement ("Agreement") is
made and entered into as of this ___ day of May, 2000 ("Execution Date"),
between DIRECTV, Inc., a California corporation ("DIRECTV"), and MDU
Communications (USA) Inc. a Washington corporation ("System Operator").

                                    RECITALS

         A.     DIRECTV operates a direct broadcast satellite ("DBS") service
through which subscribers are able to receive video, audio, data and other
commercial programming distributed by DIRECTV via a direct broadcast
satellite system.

         B.     System Operator distributes television programming and
services to residential multiple dwelling units ("MDUs").

         C.     DIRECTV and System Operator desire to establish a business
relationship whereby System Operator will (i) establish and maintain in
certain MDU Properties, Signal Distribution Systems to enable MDU residents
to receive DIRECTV Programming via such Systems, and (ii) act as a
commissioned sales representative for DIRECTV to solicit and take orders for
DIRECTV Commissionable Programming Packages from residents of MDU Properties,
according to this Agreement and the Terms and Conditions attached hereto as
EXHIBIT A.

                                    ARTICLE I

                                   DEFINITIONS

         1.1    The following capitalized terms shall have the meanings
assigned them. Certain other capitalized terms shall have the meanings given
them elsewhere in this Agreement.

         "COMMISSION(S)" shall have the meaning assigned such term in Section
2.4 hereof.

         "COMMISSIONABLE PROGRAMMING PACKAGES" shall mean the DIRECTV
Programming on EXHIBIT B attached hereto, for which System Operator is
authorized to solicit orders on behalf of DIRECTV, and System Operator is
entitled to a Commission thereon.

         "COMPLIANCE FORM" shall mean that form setting forth the
requirements supplied by DIRECTV to System Operator during the Term, which
specify the minimum parameters any and all Signal Distribution Systems must
meet under this Agreement (attached hereto as EXHIBIT D).

         "COMPONENTS" shall mean such equipment, whether pre-existing or
newly installed within the MDU Property which is used to create the Signal
Distribution


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System, including, but not limited to, a satellite receiving dish, cables,
splitters, taps, connectors, filters, amplifiers, switches, wiring and any
other materials or equipment.

         "DIRECTV PROGRAMMING" shall mean those programming services
distributed by DIRECTV, including, but not limited to Commissionable
Programming Packages, which services and the prices therefore shall be
provided to System Operator by DIRECTV, from time to time.

         "DIRECTV SYSTEM RECEIVER" shall mean the integrated receiver and
decoder unit (IRD) necessary to receive DIRECTV Programming which is
manufactured by a DIRECTV authorized manufacturer.

         "INDEPENDENT SO SUBSCRIBER" shall mean a DIRECTV subscriber who
currently resides in an SO Property whose original DIRECTV Programming order
was submitted (i) directly by the subscriber to DIRECTV or (ii) by an entity
other than System Operator.

         "MDU PROPERTY" shall mean a condominium complex, apartment building
(including both rental and cooperative apartments), or townhouse community,
located in the contiguous United States, comprised of multiple dwelling
units, which units in each case are occupied by single family households and
are not generally accessible to the public or otherwise a common area to
which there is unrestricted access by two or more persons, and which units
may receive DIRECTV Programming from a common receiving dish and separate
DIRECTV System Receivers in each individual dwelling unit.

         "NET RECEIPTS" shall mean gross receipts actually received by
DIRECTV from the sale of Commissionable Programming Packages during the Term,
net of any discounts, refunds, fees, credits, taxes or applicable
governmental charges (other than income or franchise taxes) related to the
sale or the order or use of such Commissionable Programming Packages.

         "NRTC AREA" shall mean those areas in which DIRECTV has granted the
National Rural Telecommunications Cooperative distribution rights and which,
as of the Execution Date, are identified on the map attached hereto as
EXHIBIT C, which may be amended from time to time by DIRECTV.

         "PREVIOUS SO SUBSCRIBER" shall mean a DIRECTV subscriber who was
previously an SO Subscriber who no longer resides in an SO Property and who
purchased his or her DIRECTV System Receiver from System Operator, and whose
order for a Commissionable Programming Package at a new residence was
submitted by System Operator.

         "RIGHT OF ENTRY" shall mean that certain written agreement between
System Operator and the owner or manager of an MDU Property or, in the case
of a cooperative apartment complex, the homeowners' association, which
authorizes System Operator to install and maintain the Signal Distribution
System in such MDU Property and solicit orders for Commissionable Programming
Packages therein.


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         "SIGNAL DISTRIBUTION SYSTEM" shall mean the integrated signal
delivery system including the receiving dish and DIRECTV System Receiver and
any necessary Components by which DIRECTV Programming is distributed
throughout an SO Property, which may also include off-air and/or cable
distribution systems.

         "SO PROPERTY" shall mean any of the MDU Properties for which System
Operator has obtained and continues to maintain throughout the term of the
Agreement a valid Right of Entry and (i) in which System Operator has
installed a Signal Distribution System, (ii) the initial orders from
residents of such property for DIRECTV Programming are submitted by System
Operator and transmitted to DIRECTV by System Operator in accordance with the
terms of this Agreement, (iii) is not located in an NRTC Area, and (iv) all
units in such property are capable of receiving DIRECTV Programming within
five (5) business days of ordering such programming.

         "SO SUBSCRIBER" shall mean a DIRECTV subscriber residing in an SO
Property, who receives one of the Commissionable Programming Packages, the
initial order for which was submitted by System Operator and/or DIRECTV, and
who was not a DIRECTV subscriber prior to becoming an SO Subscriber.

         "TERM" shall have the meaning assigned such term in Section 3.1
hereof.

         "TERRITORY" shall mean the continental United States not including
the NRTC Area, as defined above.

                                   ARTICLE II

                         GENERAL RIGHTS AND OBLIGATIONS

              2.1   SOLICITATION OF DIRECTV PROGRAMMING SERVICES.

              (a)   Subject to the Terms and Conditions attached hereto as
EXHIBIT A, DIRECTV hereby grants to System Operator the right to (i) market
DIRECTV Programming to SO Properties and (ii) solicit and take orders for
DIRECTV Programming from residents of SO Properties.

              (b)   Nothing in this Agreement shall prevent DIRECTV (or those
DIRECTV's agents that are not system operators) from marketing, soliciting
and taking orders from residents of MDU Properties.

              (c)   System Operator understands that it shall not have any
right, unless specifically provided by DIRECTV under separate written
agreement, to: (i) solicit or take orders for DIRECTV Programming from any
person or entity that is not a resident of an MDU Property, including,
without limitation, commercial establishments, as such may be defined by
DIRECTV in its reasonable discretion; or (ii) use any person or entity other


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than its authorized agents, as reasonably approved by DIRECTV, in soliciting
or taking orders for DIRECTV Programming without the prior written consent of
DIRECTV.

              (d)   DIRECTV   [REDACTED - SUBJECT TO A REQUEST FOR CONFIDENTIAL
TREATMENT FILED WITH THE SEC ON JUNE 27, 2000]

              (e)   System Operator   [REDACTED - SUBJECT TO A REQUEST FOR
CONFIDENTIAL TREATMENT FILED WITH THE SEC ON JUNE 27, 2000]

              (f)   Only after receiving, approving and accepting an order
from System Operator shall DIRECTV be obligated to establish a customer
account for the subscriber and arrange for activation of DIRECTV Programming.
DIRECTV shall not be obligated to pay System Operator any Commission or any
other amounts for incomplete order(s), regardless of whether DIRECTV
ultimately provides any DIRECTV Programming to the customer(s) to which such
order(s) pertained and regardless of whether DIRECTV receives any payments as
consideration for such DIRECTV Programming, unless and until DIRECTV receives
the Subscriber Information and, then, only for periods of time following such
receipt by DIRECTV. DIRECTV shall promptly notify System Operator of any
deficiencies with respect to particular subscriber information. "Subscriber
Information" shall mean that customer identification, location, and billing
information which DIRECTV requires, as described in the DIRECTV System
Operator Policy Manual.

              2.2   SO PROPERTIES; RIGHT OF ENTRY. Prior to any solicitation
of orders for DIRECTV Programming by System Operators, System Operator shall
submit to DIRECTV the complete address (including county and zip code) of any
MDU Property for which System Operator has or is seeking a Right of Entry, in
order to confirm that (i) such MDU Property is not already being serviced by
another system operator authorized by DIRECTV and (ii) such MDU Property is
not located in an NRTC Area. System Operator shall obtain and continuously
maintain a valid Right of Entry for such property during the Term, granting
System Operator access to the MDU, authorizing System Operator to install and
maintain the Signal Distribution System and Components, and granting System
Operator permission to solicit orders for DIRECTV Programming from MDU
residents. System Operator shall promptly forward to DIRECTV a copy of the
fully executed Right of Entry form for all SO Properties. In no event shall
System Operator install a Signal Distribution System in any MDU for which
neither System Operator has not obtained a valid Right of Entry and no
compensation shall be paid or reimbursed by DIRECTV to System Operator for
any DIRECTV Programming sold to subscribers in a MDU property unless and
until DIRECTV has received a copy of the applicable Right of Entry form for
such property. System Operator shall provide written notice to DIRECTV within
ten (10) days of any loss, suspension, or expiration of a Right of Entry.
Notwithstanding the foregoing, System Operator may, in lieu of providing a
copy of the Right of Entry, provide to DIRECTV a completed MDU Compliance
Form, the current version of which is set forth in EXHIBIT D attached hereto,
signed by an officer of System Operator, certifying that System Operator does
hold a valid Right of Entry for the applicable MDU Property.

              2.3.  IMPLEMENTATION OF SIGNAL DISTRIBUTION SYSTEM.


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              (a)   INSTALLATION OF SIGNAL DISTRIBUTION SYSTEM AND COMPONENTS.

                    (i)     System Operator shall design, develop, install,
and maintain, a Signal Distribution System for each SO Property and must
verify the existence of such System on the Compliance Form for the applicable
MDU Property. DIRECTV reserves the right, in its reasonable discretion, to
amend or revise and reissue the Signal Distribution System requirements,
which amendments or revisions shall be promptly communicated by DIRECTV to
System Operator. Upon any such amendment or revision by DIRECTV, DIRECTV and
System Operator shall discuss in good faith the extent to which existing
Signal Distribution Systems in SO Properties shall comply with such amended
or revised requirements, it being understood and agreed by the parties that
any and all uncompleted Signal Distribution Systems in SO Properties must
comply with such revised or amended terms.

                    (ii)   Should DIRECTV request, System Operator shall
provide to DIRECTV a design for the installation and integration of each
Signal Distribution System ("Design") for each SO Property subject to this
Agreement, together with a time schedule for installation. In creating,
installing and maintaining any Signal Distribution System, System Operator
shall comply with all DIRECTV System equipment manufacturers' or Component
manufacturers' policies as may be in effect from time to time. DIRECTV shall
provide to System Operator written notice as soon as commercially practicable
after receipt and review of Design(s) if DIRECTV reasonably believes that any
Design will not produce a Signal Distribution System meeting the reasonable
DIRECTV requirements. System Operator shall provide installation progress
reports to DIRECTV periodically or as DIRECTV may reasonably request, and
shall promptly notify DIRECTV of any material changes to the installation
schedule or Design.

                    (iii)  Upon completion of installation, System Operator
shall promptly forward to DIRECTV, upon its request, an updated copy of the
Design and completed Technical Registration Form which shall include, among
other things, various measurements of the signal from the Signal Distribution
System. DIRECTV shall provide to System Operator written notice as soon as
commercially practicable after receipt and review of the Technical
Registration Form if DIRECTV reasonably believes that such Technical
Registration Form indicates that the Signal Distribution System does not meet
the requirements, and where possible, DIRECTV shall recommend corrective
actions. Unless and until the Signal Distribution System complies with the
DIRECTV requirements, such MDU Property shall not be considered an SO
Property.

              (b)   TECHNICAL COMPLIANCE. System Operator shall, at its own
cost and expense, (i) contract with an authorized DIRECTV System
manufacturer(s) to obtain DIRECTV System equipment and integrate such DIRECTV
System equipment with any necessary Components to create the Signal
Distribution System, (ii) evaluate and test the Signal Distribution System to
insure compliance with the DIRECTV requirements for each unit in the SO
Property, (iii) select Components that will ensure that the Signal
Distribution System meets the DIRECTV requirements for the MDU Property


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environment and will allow System Operator to fulfill its obligations under
this Agreement, and (iv) develop such additional hardware or other elements
as are necessary for the Signal Distribution System to meet the DIRECTV
requirements and allow System Operator to fulfill its obligations under this
Agreement. If at any time during the Term of this Agreement, DIRECTV
determines in good faith that a Signal Distribution System is not in strict
compliance with all or any portion of the DIRECTV requirements, and such
noncompliance interferes with SO Subscribers' ability to receive DIRECTV
Programming of a quality received by other DIRECTV subscribers (I.E., the
signal does not meet the measurement standards), System Operator shall cure
such noncompliance within thirty (30) days of DIRECTV's notice of
noncompliance (the "Cure Period"), and provide DIRECTV evidence of correction
of such noncompliance. In the event such evidence is not approved by DIRECTV
within the Cure Period, DIRECTV shall have the right to cease paying
Commissions due to System Operator with respect to SO Subscribers in the
noncomplying SO Property.

              (c)   PROVISION OF SIGNAL DISTRIBUTION SYSTEM. System Operator
shall, at its sole cost: (i) acquire and supply Signal Distribution Systems
to SO Properties; (ii) install at a commercially reasonable price and in a
timely manner the Signal Distribution System and any necessary Components
which System Operator supplies to any SO Property; (iii) maintain at
commercially reasonable prices the Signal Distribution System for any SO
Properties; and (iv) provide, at a commercially reasonable price and in a
manner satisfactory to DIRECTV, customer service to all SO Properties,
subscribers and potential subscribers related to the supply, installation and
maintenance of the Signal Distribution System. System Operator agrees to
allow all authorized DIRECTV System equipment to be used by the SO
Subscribers and the Independent SO Subscribers and agrees to provide the same
level of Signal Distribution System installation and maintenance, and
customer service support, for the Independent SO Subscribers as System
Operator does for the SO Subscribers.

              (d)   DISCLAIMER OF WARRANTIES. SYSTEM OPERATOR UNDERSTANDS AND
AGREES THAT DIRECTV SHALL HAVE NO RESPONSIBILITY WHATSOEVER FOR ANY SIGNAL
DISTRIBUTION SYSTEM, INCLUDING THE DIRECTV SYSTEM RECEIVER AND COMPONENTS
CONTAINED THEREIN. DIRECTV HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS AND
IMPLIED, IN CONNECTION WITH ANY SIGNAL DISTRIBUTION SYSTEM, INCLUDING THE
DIRECTV SYSTEM RECEIVER AND COMPONENTS CONTAINED THEREIN, THE INSTALLATION
AND FUNCTIONING OF SUCH SYSTEM IN ANY MDU PROPERTY, INCLUDING, WITHOUT
LIMITATION, ANY WARRANTIES UNDER THE UNIFORM COMMERCIAL CODE OR OTHERWISE
IMPLIED IN LAW.

              (e)   NEW TECHNOLOGY; END-USE TESTING. System Operator
understands and acknowledges that the technology (including some or all of
the Components) for providing DIRECTV Programming to multiple-dwelling units
is currently being developed and has not been tested in the MDU environment
by DIRECTV. DIRECTV makes no representation or warranty as to how any
commercially available Components


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will perform with the DIRECTV System in any particular MDU Property or how
the DIRECTV System itself will perform in certain MDU environments. System
Operators shall be jointly and severally responsible for procuring and
testing any and all Components in the end-use environment prior to the
design, development and installation of the Signal Distribution System and
for maintenance of any such Components that fail to perform adequately in the
end-use environment in order that the Signal Distribution System will, at all
times during the Term of this Agreement, meet or exceed the DIRECTV
requirements. Any failure of the Signal Distribution System to meet the
DIRECTV requirements shall be the responsibility of System Operator, and
System Operator agrees to indemnify and hold DIRECTV harmless from any and
all Claims (as such term is defined in the Indemnification section of the
Terms and Conditions attached hereto as EXHIBIT A) from SO Subscribers
arising from the failure of the Signal Distribution System to deliver the
necessary signal to such subscribers and from failure of the Signal
Distribution System to meet the DIRECTV requirements.

         2.4    COMMISSION AND PAYMENT STRUCTURE. The following sets forth
all payments and commissions to be made to System Operator as full
consideration for its fulfilling its obligations hereunder.

(a)      PAYMENT OF COMMISSIONS. DIRECTV will pay System Operator a monthly
residual commission that amount set forth in the Commission Schedule,
attached hereto and incorporated herein as EXHIBIT E, based on the Net
Receipts received by DIRECTV from each active SO Subscriber per month for
Commissionable Programming Packages, solely with respect to those Net
Receipts received by DIRECTV while this Agreement is in effect. In addition,
DIRECTV will pay System Operator a commission equal to [REDACTED - SUBJECT TO
A REQUEST FOR CONFIDENTIAL TREATMENT FILED WITH THE SEC ON JUNE 27, 2000] of
all Net Receipts received by DIRECTV from each active Previous SO Subscriber
per month for Commissionable Programming Packages, solely with respect to
those Net Receipts received by DIRECTV while this Agreement is in effect.
Commissions will be paid within sixty five ( 65 ) days after the accounting
month in which DIRECTV receives the Net Receipts.

(b)      PAYMENT OF SUBSIDY. During the Term, DIRECTV will pay System
Operator a one-time payment of [REDACTED SUBJECT TO A REQUEST FOR CONFIDENTIAL
TREATMENT FILED WITH THE SEC ON JUNE 27, 2000] per net SO Subscriber activation
(the "Subsidy"). Net SO Subscriber activations shall mean the number of new SO
Subscriber activations less the number of disconnected SO Subscribers for each
applicable month. By way of example only, if System Operator adds one hundred
fifty (150) SO Subscribers in a given month and ten (10) SO Subscribers
disconnect in that same month, then the net SO Subscriber activation's for the
month will be one hundred forty (140). The monthly Subsidy will be paid within
sixty five (65) days after the accounting month for which DIRECTV calculates
the net activations.

         (c)   COMMISSION EXCLUSION.   [REDACTED - SUBJECT TO A REQUEST FOR
CONFIDENTIAL TREATMENT FILED WITH THE SEC ON JUNE 27, 2000]


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         2.5      DIRECTV PROGRAMMING.

                  (a)   [REDACTED - SUBJECT TO A REQUEST FOR CONFIDENTIAL
TREATMENT FILED WITH THE SEC ON JUNE 27, 2000] System Operator agrees that
all DIRECTV Programming (including any commercial insertion) shall be exhibited
in its entirety, in original form, as provided by DIRECTV, without any
modifications, additions or deletions. In no event shall System Operator
repackage any other programming or services with DIRECTV Programming. [REDACTED
- SUBJECT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED WITH THE SEC ON JUNE 27,
2000]

                  (b)   System Operator shall not, and shall ensure that none
of SO Subscribers or residents or agents of an SO Property, (i) resell,
retransmit or rebroadcast or otherwise redistribute in any manner or form
whatsoever any DIRECTV Programming, or (ii) make any modification, addition,
or deletion to any of the DIRECTV Programming (including any commercial
insertions).

         2.6      EXCLUSIVITY. [REDACTED - SUBJECT TO A REQUEST FOR CONFIDENTIAL
TREATMENT FILED WITH THE SEC ON JUNE 27, 2000]

         2.7      CUSTOMER SERVICE. System Operator shall undertake certain
customer service functions as described herein and in the DIRECTV System
Operator Policies and Procedures Manual as defined herein below to all SO
Subscribers and Independent SO Subscribers with respect to the installation
and maintenance of the Signal Distribution System and acceptance and
transmission of orders for DIRECTV Programming. System Operator agrees to
provide the same level of installation and maintenance support for the
Independent SO Subscribers.

         2.8      POLICIES AND PROCEDURES. Attached hereto in EXHIBIT F is a
copy of DIRECTV's System Operator Policies and Procedures Manual, which may
be amended, from time to time upon 30 days prior written notice from DIRECTV
(such Manual, as amended from time to time, the "DIRECTV System Operator
Policy Manual"). As DIRECTV's commissioned sales representative, System
Operator hereby agrees that it will follow and abide by the policies and
procedures related to soliciting and transmitting subscription orders for and
the promotion of DIRECTV Programming as specified in the DIRECTV System
Operator Policy Manual. The DIRECTV System Operator Policy Manual includes,
among other things, customer authorization procedures, DIRECTV receivables
payment, and various requirements related to taking subscription orders.

                                   ARTICLE III

                              TERM AND TERMINATION

         3.1      TERM AND TERMINATION. Unless earlier terminated in
accordance with this Agreement and in accordance with the terms set forth in
paragraph 3.2 (b) below, the term of this Agreement ("Term") shall commence
on the Execution Date and continue for a period of five (5) years. The
Agreement shall renew for an additional five (5) year


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period unless either party provides written notice to other no less than
[REDACTED SUBJECT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED WITH THE SEC
ON JUNE 27, 2000] days prior to the expiration of the Term of its intent not
to renew the Agreement. Notwithstanding the foregoing, with respect to each
SO Property, the Term shall extend for the initial term of the Right of Entry
for each such SO Property obtained by System Operator during the said five-year
period, with the final expiration date of this Agreement coinciding with the
latest Right of Entry expiration date of the SO Properties. Either party may
terminate this Agreement, effective immediately (i) upon [REDACTED - SUBJECT
TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED WITH THE SEC ON JUNE 27, 2000]
days written notice to the other party following a material breach of this
Agreement by the other party, and the terminating party may suspend its
performance during such period; PROVIDED, HOWEVER, DIRECTV shall not cease
providing programming or customer service to SO Subscribers; (ii) 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 thirty (30) days; and (iii) upon the assignment by the other party of
this Agreement contrary to the terms hereof.

         3.2      OBLIGATIONS OF THE PARTIES UPON TERMINATION OR EXPIRATION.

                  (a)   SYSTEM OPERATOR'S OBLIGATIONS WITH RESPECT TO
INSTALLATIONS AND ACTIVATIONS. System Operator shall cooperate with DIRECTV
to enable DIRECTV or a substitute system operator to promptly perform and
complete all DIRECTV System Receiver installations and activations ordered by
SO Subscribers and Independent SO Subscribers prior to the termination of
this Agreement according to the regular installation and activation schedule
System Operator used during the Term of this Agreement. System Operator shall
direct all customer inquiries it receives after the termination of this
Agreement to DIRECTV (or such other party as specified by DIRECTV).

                        (b)   DIRECTV'S AND SYSTEM OPERATOR 'S OBLIGATIONS
WITH RESPECT TO SO PROPERTIES. Following the termination of this Agreement,
(i) DIRECTV shall continue to deliver DIRECTV Programming and related
services to all SO Properties in accordance with DIRECTV's then-existing
customer service procedures through the term of the Right of Entry for each
such SO Property; and (ii) DIRECTV shall notify the owner, manager or
homeowners' association of the MDU, as appropriate, of termination of System
Operator as DIRECTV's agent and recommend a substitute system operator to
provide service to SO Property with respect to delivery of DIRECTV
Programming and services. Subsequent to any termination or expiration of this
Agreement, for a reasonable transition period, not to exceed
[REDACTED - SUBJECT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED WITH THE SEC
ON JUNE 27, 2000] days, System Operator shall not impair the ability of any
subscribers and residents of SO Properties to continue to receive DIRECTV
Programming nor shall System Operator impede in any manner whatsoever DIRECTV's
continued access (via the Signal Distribution System) to deliver DIRECTV
Programming to the subscribers and residents in all units of the SO Property.
DIRECTV


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shall continue to pay Commissions to System Operator for SO Properties with a
Right of Entry term in excess of the Term herein during any such transition
period.

                                   ARTICLE IV

                                  MISCELLANEOUS

         4.1   APPLICABLE LAW; ENTIRE AGREEMENT; MODIFICATION. This Agreement
shall be construed in accordance with and be governed by the laws of the
State of California, applicable to contracts made and to be performed
entirely therein, by residents of the State of California. This Agreement,
together with all Exhibits hereto and the Terms and Conditions, constitutes
the entire agreement between the parties, and supersedes all previous
understandings, commitments or representations concerning the subject matter.
Each party acknowledges that the other party has not made any representations
other than those that are contained herein. This Agreement 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.

         4.2   REVIEW OF AGREEMENT BY COUNSEL; INTERPRETATION. By executing
this Agreement, each of the parties hereto is warranting and representing to
the other that he/she/it has had the opportunity to review this Agreement
with independent legal, financial, and tax counsel with respect to the effect
of each of the terms and conditions contained herein and has either reviewed
this Agreement with such counsel or has independently elected not to proceed
with such a review. Each of the parties further warrants and covenants that
he/she/it is satisfied with the results of such consultation or opportunity
to review and is signing this Agreement as his/her/its free act and deed and
not under any force or coercion. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY
RULE OF LAW, INCLUDING BUT NOT LIMITED TO SECTION 1654 OF THE CALIFORNIA
CIVIL CODE, OR ANY LEGAL DECISION THAT WOULD REQUIRE INTERPRETATION OF ANY
CLAIMED AMBIGUITIES IN THIS AGREEMENT AGAINST THE PARTY THAT DRAFTED IT, HAS
NO APPLICATION AND ANY SUCH RIGHT IS EXPRESSLY WAIVED. The provisions of this
Agreement shall be interpreted in a reasonable manner to effect the intent of
the parties.

         4.3   COUNTERPARTS. This Agreement may be executed by the parties in
counterparts, each of which shall be deemed an original and all such
counterparts together shall constitute but one and the same instrument.

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

<PAGE>


SYSTEM OPERATOR                        DIRECTV, INC.


By:   /s/ Sheldon Nelson               By:   /s/ Helen Latimer
   ----------------------------           -------------------------------
Name:  Sheldon Nelson                  Name:  Helen Latimer
Title:  President & CEO                Title:  Vice President



By:   /s/ Robert Biagioni
   ----------------------------
Name:  R.A. Biagioni
Title:  CFO & Secretary



                                       System Operator
                                       ADDRESS:
                                       MDU Communications (USA) Inc.
                                       108 - 11951 Hammersmith Way
                                       Richmond, British Columbia  V7A 5H9
                                       Canada
                                       Attention:  Brad Holmstrom

                                       If by FAX: (604) 277-8301
                                       Attention:  Brad Holmstrom
                                       Telephone #: (604) 277-8150