Exhibit 10.8

Portions  of  this  exhibit  have  been  omitted   pursuant  to  a  request  for
confidential  treatment filed with the Securities and Exchange  Commission.  The
omissions have been indicated by asterisks  ("*****"),  and the omitted text has
been filed separately with the Securities and Exchange Commission.

[T-SYSTEMS LOGO]

                    AMENDED AND RESTATED FULL-TIME SATELLITE
                       AND TERRESTRIAL SERVICES AGREEMENT

            THIS  AMENDED  AND  RESTATED  FULL-TIME  SATELLITE  AND  TERRESTRIAL
SERVICES  AGREEMENT (the "Agreement") is made and entered into as of this 30 day
of September, 2003 by and between T-Systems Canada, Inc. (f/k/a Deutsche Telekom
(Canada),  Inc.), a Canadian  corporation,  with its principal place of business
located at 70 York St, Suite 1700,  Toronto,  Ontario Canada M5J 1S9 ("TSC") and
STV  International  B.V. with its registered  office and operational  address in
Strawinskylaan 3111, 1077 ZX Amsterdam ("Customer") (together, the "Parties").

1.  Customer  has  contracted  with TSC in an  agreement  dated  July  20,  2001
("Original  Agreement") for the provision of certain  services  described herein
(the  "Services") and subject to the technical  parameters  contained in Annex 4
attached hereto;

2. Customer and TSC have agreed to amend and restate the terms and conditions of
the Original Agreement to reflect the Parties current business relationship. The
terms and  conditions  of this  Amended and  Restated  Full-Time  Satellite  And
Terrestrial  Services  Agreement  replace and supercede the terms and conditions
set forth in the  Original  Agreement  in all ways,  the  Amended  and  Restated
Full-Time  Satellite And  Terrestrial  Services  Agreement  will  constitute the
entire  agreement  of the  Parties  with  regard to the  Products  and  Services
described herein,  and the Original  Agreement is hereby terminated by agreement
with effect from 30 September 2003; and

3. TSC  agrees to provide  the  Service  to  Customer,  subject to the terms and
conditions set forth herein.

NOW,  THEREFORE,  in  consideration  of the  mutual  covenants,  agreements  and
obligations contained herein, the Parties agree as follows:

1.    Services to be Provided by TSC.

      (a)   In General.  TSC,  acting  through its corporate  affiliates,  shall
            provide, and Customer shall accept, the Services as described herein
            and in Annex 4 hereto,  subject to and in accordance  with the terms
            and conditions of this Agreement.

      (b)   Service  Elements.  Beginning with the Service  Commencement Date as
            defined in Section  1(g) below,  TSC shall  provide to Customer  two
            elements of full-time service, jointly comprising the Services:

<PAGE>

            (i)   a contribution service (the "Contribution  Service") comprised
                  of a fibre link between the  Customer's  Point of  Origination
                  (UPC Digital Media Centre,  Amsterdam,  The  Netherlands)  and
                  TSC's  Usingen  earth  station  located  in  the  vicinity  of
                  Frankfurt,  Germany,  the  point of uplink  transmission.  The
                  fixed rate fibre link will be physically  comprised of two (2)
                  El data rate circuits (each bearing a data rate of 2.048 Mbps)
                  whose   bandwidth  will  be  multiplexed  to  accommodate  the
                  Customer's  signal  bearing a maximum data rate of 3.0 Mbps as
                  specified in Section 2 below. TSC will provide this fibre link
                  as a service designated as a  `CityInterconnect-International'
                  ("CICI")  service  as  further  described  in Annex 1 attached
                  hereto. In the event of any inconsistency  between Annex 1 and
                  the terms and conditions set forth herein, the terms set forth
                  herein shall prevail.  Without  limiting the generality of the
                  foregoing  sentence,  for the avoidance of doubt,  the parties
                  acknowledge  that the  terms set forth  herein  shall,  in the
                  event of ambiguity or conflict, prevail over Sections 6, 7, 9,
                  10, 12.2, and 12.4 of the CICI Terms & Conditions.

            (ii)  a distribution service (the "Distribution Service"), comprised
                  of the reception of the Contribution Service signal at Usingen
                  earth  station for  purposes of  full-time  digital  satellite
                  transmission.  TSC will  provide  a  redundant  uplink  of the
                  Customer's  signal to a 3.0 Mbps digital slot on TSC's Divicom
                  MCPC  satellite  platform  located on  Transponder  129 of the
                  Hotbird 6 Satellite located at 13.0 degrees East. For purposes
                  of the  provision  of the  Services,  TSC  warrants  that this
                  platform  is  MPEG2   (4:2:0),   DVB-compliant.   The  Parties
                  acknowledge   and  agree  that  the   Services   will  not  be
                  statistically multiplexed by TSC.

            (iii) The Customer Point of Origination is hereby designated as:

                  UPC Digital Media Centre
                  Kon. Wilhelminaplein 2-4
                  1062 HK Amsterdam
                  The Netherlands

                  The Customer has the right to change the location of the Point
                  of  Origination  at any time during the  contract by providing
                  TSC with 60 days  written  notice.  In this  event,  TSC would
                  modify  the  routing  on a  reasonable  efforts  basis and any
                  incremental  charges associated with the modification would be
                  passed on to the Customer.

            (iv)  Subject  to a change in  Service  Charges  as noted in Section
                  3(a) and to facilities availability,  the Customer may request
                  an increase to its bandwidth  requirements  to 3.5 Mbps at any
                  time during the


                                       2
<PAGE>

                  Initial  Term or any  extension  thereof  upon sixty (60) days
                  notice.  Upon such notice,  the Parties will promptly commence
                  discussions regarding such requested change.

      (c)   Service  Availability.  Subject to the terms and conditions  herein,
            the  Services  shall be  provided  24 hours per day, 7 days per week
            (except,  without  limitation,  for  outages  caused  by  reasonable
            maintenance  and  repair,  inclement  weather  and  events  of force
            majeure) on a full-time basis during the term of the Agreement.

      (d)   Technical Compliance.  The Services provided by TSC shall conform in
            all material respects with the technical specifications set forth in
            Annex 4 attached hereto.

      (e)   Specific  Technical  Equipment and Facilities.  The Services will be
            provided by TSC  utilizing  the  following  technical  equipment and
            facilities,  which  shall at all times  remain  within the  control,
            ownership and possession of TSC, all as more specifically  described
            in Annex 4 hereto:

            (i)   TSC shall provide ASI  multiplexing  equipment for purposes of
                  processing  Customers  transmission signals in connection with
                  the contribution service. Such multiplexing  equipment will be
                  housed  by  TSC at  UPC's  facility  at  Customer's  Point  of
                  Origination  pursuant to a separate  contract  between TSC and
                  UPC,  and  Customer  shall have no rights or  responsibilities
                  under such separate  agreement,  nor any ownership interest in
                  such multiplexing equipment.

            (ii)  TSC shall  procure from a third party of its choice local loop
                  connections (in both Amsterdam and Frankfurt) and of long-haul
                  connection  (from  Amsterdam to Frankfurt) in connection  with
                  the terrestrial portion of the Contribution Service.

            (iii) TSC  shall  provide  monitoring  of the  Contribution  Service
                  through the use of the `Line Watch' software  application that
                  furnishes alarms on the ASI Multiplex system and is integrated
                  with TSC's Network Monitoring systems (QSS).

            (iv)  TSC shall  provide a dedicated  IRD to monitor  the  satellite
                  transmission parameters of the Hotbird 6 satellite signal.

            (v)   The provision by TSC of a VHS tape playout  machine at Usingen
                  earth station to be used in the following circumstances: a) If
                  the  Contribution  Service  between the  Facility  and Usingen
                  fails;  or b) If the  Customer's  conditional  access  service
                  fails. In the case of a) and/or b) above, the tape provided by
                  the Customer  shall contain a maximum of 30 minutes of content
                  that is legally appropriate for


                                       3
<PAGE>

                  unencrypted  broadcasting  free to  air,  as  governed  by the
                  German Broadcast Authority.

      (f)   Useable  Bandwidth.  TSC notes, and the Customer hereby  recognizes,
            that the `useable data rate' on the  Contribution  and  Distribution
            Service  is  approximately  3.0 Mbps.  The  useable  bandwidth  of a
            circuit is a function of capacity data rate less equipment overhead.

      (g)   Service  Commencement Date. The Service Commencement Date is October
            I, 2003.

      (h)   Legal and Regulatory Compliance. TSC shall be entitled, at all times
            during this Agreement and without liability to Customer, to preempt,
            suspend or  terminate  provisioning  of any of the  Services  in the
            event  that  a  competent   legal   authority  (in  the   reasonable
            determination  of TSC)  prohibits,  suspends,  enjoins or  otherwise
            takes  action to  suspend or  terminate,  or that may  culminate  in
            suspension or  termination  of,  provisioning  of the Services under
            this Agreement ("Legal Action").  Except if immediate  suspension or
            termination   is  required  or  threatened  by  a  competent   legal
            authority,  and to the extent reasonably possible, TSC shall provide
            the  Customer  with 10  business  days'  notice to take  measures to
            address  the Legal  Action  before  suspending  its  obligations  to
            provide the Service  hereunder.  In the event that the Legal  Action
            requires  immediate  suspension or termination  of the Service,  TSC
            shall comply with that  requirement and inform the Customer  thereof
            as  promptly  as  possible.  If TSC is  required  to  terminate  the
            Services  in whole or in part by a  competent  legal  authority,  it
            shall have the right to terminate this Agreement in accordance  with
            Section  7(a) below.  Except as  otherwise  provided in Section 9(d)
            below, neither TSC nor Customer shall have any liability, (financial
            or  otherwise)  to the  other  Party in the event of  suspension  or
            termination  of the  Services  in whole or in part  pursuant to this
            Section 1(h).

      (i)   Transmitted Content. TSC shall not be responsible in any way for the
            content of the programming  transmitted by Customer,  and shall bear
            no liability for any  consequence,  legal,  commercial or otherwise,
            that may arise from the transmission of any programming  transmitted
            by means of the Services pursuant to this Agreement by Customer. TSC
            acknowledges the nature of the programming content to be transmitted
            by Customer by means of the Services and the Customer agrees that it
            will be, and will remain,  in compliance  with all relevant laws and
            regulations  with respect to the  transmission of such content,  and
            will conduct its  activities  in respect of this  Agreement so as to
            avoid the occurrence of any Legal Action.


                                       4
<PAGE>

      (j)   Transponder Ownership.  The Parties agree and acknowledge that title
            to  the   Transponder   shall   remain   at  all   times   with  TSC
            notwithstanding the payment of the Service Charges by Customer under
            this Agreement.

2.    Responsibilities of Customer.

      Customer shall be responsible for the timely  performance of the following
      actions:

      (a)   Technical   Preparation  and   Procurement.   (i)  the  procurement,
            installation,  testing and  maintenance  of playout;  MPEG2  digital
            video  encoding;   and  conditional  access  equipment   (altogether
            described as 'program  origination  equipment')  related to Customer
            programming within the Point of Origination;

            (ii)  the  procurement  and  maintenance  and ensuring the technical
                  compatibility  of all program  origination  hardware and other
                  equipment provided by Customer;

            (iii) securing the technical  transfer  ("handing off') of a digital
                  signal  to TSC at the Point of  Origination  at a data rate of
                  3.0 Mbps in DVB-ASI format;

            (iv)  the provision to TSC of two (2) authorized smart cards and two
                  (2)  Irdeto  PCMCI  card  readers  to be used  solely  for the
                  purpose of  monitoring  the  Customer's  video and  associated
                  audio signal at Usingen earth station  receipt of which by TSC
                  is hereby acknowledged.

      (b)   Regulatory Matters. (i) Customer shall be responsible for the timely
            procurement  and   maintenance  of  all  necessary   regulatory  and
            broadcast licenses, permits and authorizations,  copies of which are
            attached hereto as Annex 2;

            (ii)  Customer  warrants that it will not,  directly or  indirectly,
                  engage in or permit the marketing, sale or distribution of any
                  device or item,  including  Smart  Cards,  in violation of any
                  applicable laws and regulations of each  jurisdiction in which
                  the Services are originated, transmitted and/or received;

            (iii) Customer warrants that all content transmitted by it utilizing
                  the Services are, and will remain at all times during the term
                  of this Agreement,  in compliance with all applicable laws and
                  regulations  of each  jurisdiction  in which the  Services are
                  originated, transmitted and received.

3.    Payment.


                                       5
<PAGE>

      (a)   Service  Charges.  Customer  agrees to pay TSC the monthly amount of
            ***** Euros for each month of full-time service provided to Customer
            during the Term of Service ("Service Charges").  Income taxes on the
            charge of TSC are excluded  from the scope of this  provision.  Such
            Initial  Service  Charges  shall apply  during the Initial  Term (as
            defined in Section 6 below).  If the Customer  exercises its ability
            to increase the bandwidth of the Distribution Service to 3.5 Mbps as
            set forth in Section 1(b)(iii),  then the Customer will agree to pay
            the monthly  amount of ***** Euros (or the pro-rated  amount subject
            to the date of the  increase)  for each month of  full-time  Service
            provided to Customer during the Term of Service.

      (b)   Invoicing.  TSC shall submit an invoice to Customer on the first day
            of each  month  during  the Term  for the  Service  Charges  for the
            applicable  month of Service.  Customer  shall make  payment of each
            invoice by wire transfer in  immediately  available  funds to TSC no
            later than  thirty  (30) days  following  receipt  of such  invoice;
            provided  that the initial  payment  shall be due and owing no later
            than the Commencement Date. If payment is not timely received by TSC
            in accordance with the terms hereof,  and such default or failure is
            not remedied within a period of ten (10) business days after receipt
            of written  notice  thereof from TSC,  then TSC shall be entitled to
            immediately   terminate  the  Service   without  further  notice  to
            Customer.

      (c)   Security Deposit. Customer has provided to TSC a security deposit in
            the amount of ***** Euros  applicable to the  Distribution  Services
            only.  The  deposit  will  be  applied  to  the  last  month  of the
            Customer's term of Service.  If the security deposit is greater than
            the total amount of Service Charges due and owing by Customer at the
            end of the Term, any additional  amount of the security deposit will
            be remitted to Customer within 30 days of the end of the Term.

      (d)   Guaranty.  The obligation of Customer  hereunder,  including but not
            limited to, the payment of the Service Charges,  shall be guaranteed
            by  Playboy  TV  International,  LLC as set forth in Annex 3 hereto.
            Notwithstanding  the foregoing,  the termination of the Agreement by
            Customer for  Commercial  Failure,  as set forth in Clause  7(b)(ii)
            shall relieve  Playboy TV  International,  LLC of its obligations to
            guarantee the obligations of Customer.

      (e)   Competitiveness   Review.  If  at  any  time  following  the  second
            anniversary of the Service  Commencement Date, Customer receives two
            bona fide  offers  from  third  parties  to  provide  a  package  of
            telecommunications  services  that is  substantially  similar to the
            range of Services offered under this Agreement,  including,  without
            limitation,   fees,  term,  volume,   product  mix,   functionality,
            features,  credits offered,  level of service and geographic breadth
            ("Competitive  Offers"), and such Competitive Offers


                                       6
<PAGE>

            would  result in an overall  cost  savings to  Customer  equal to or
            greater than five percent (5%) over the then  remaining Term of this
            Agreement when compared to the effective  rates charged by TSC, then
            the Parties will meet to discuss  competitive  service  alternatives
            and other  technological  or marketplace  developments.  TSC and the
            Customer will  cooperate in efforts to develop a mutually  agreeable
            proposal within a commercially  reasonable  period of time that will
            satisfy the concerns of both Parties and comply with all  applicable
            legal and regulatory requirements. This provision shall not apply to
            a change  resulting  from a decision  by the  Customer  to  transfer
            portions of Customer's traffic or projected growth to carriers other
            than TSC. This provision does not constitute a waiver of any charges
            or any terms and conditions applicable to the Customer, prior to the
            time the Parties  mutually agree to amend or replace this Agreement.
            If  the  Parties  are  unable  to  reach  mutual   agreement  on  an
            alternative proposal within thirty days of the Parties first meeting
            to discuss the  alternate  proposals,  then the Customer may, at his
            option and upon ninety (90) days' written  notice to TSC,  terminate
            this Agreement  subject to payment of a Termination Fee equal to 25%
            of the total fees due for the Service for the  remainder of the Term
            of Service.

4.    Fault Reporting.

      (a)   Reporting.  Customer will report any faults in the  provisioning  of
            the service to TSC's Satellite  Network  Services ( SNS ) in Usingen
            earth station ( Telephone  number : + 49 6081100 02 / 05) as soon as
            they are detected. All such reports must be stated, either initially
            or promptly thereafter in writing. The agreed language for the fault
            reporting is English.

      (b)   Investigation.   TSC  shall   record  and   investigate   all  fault
            notifications  received by Custonier.  In the event the fault report
            is confirmed by TSC, TSC will  undertake all  reasonable  efforts to
            remedy  the fault as  quickly as  possible.  In case of a  confirmed
            fault the paragraphs of Section 5 below shall apply for  calculating
            the  credits  for  outages.  The  findings of SNS will be final with
            regard  to the  confirmation  of a fault  unless  Customer  provides
            objectively verified proof of the alleged fault.

5.    Interruption Credits.

      (a)   Calculation of Credits. In the event of an interruption, through the
            Fault Reporting procedure noted above, in the Service to be provided
            pursuant  to this  Agreement,  which  interruption  continues  for a
            consecutive  period  of (30)  minutes  or more (an  "Interruption"),
            Customer  shall be  granted  pro rata  outage  credits  against  the
            monthly  Service  Charges,  which  credits  shall  be  equal  to the
            aggregate  amount  of all such  Interruptions  or  portions  thereof
            occurring during a particular month. The aggregate credit allowances
            during a particular  month shall be  reflected in TSC's  invoice


                                       7
<PAGE>

            for the succeeding calendar month, and Customer shall be entitled to
            deduct the amount of such credit allowances from its next succeeding
            monthly  payment  of the  Service  Charges.  In no event  shall  the
            aggregate  Interruption  credits  for one month  exceed the  Service
            Charges for such month. For purposes of clarification,  such credits
            shall be based  upon the (i)  number of hours (or  portion  thereof)
            during  a month  that  the  transponder  that is part of  Customer's
            transponder   capacity   has   failed   to  meet   its   performance
            specifications,  divided  by (ii) the  number of hours in the month,
            and  such  fraction   multiplied  by  (iii)  Customer's  lease  fee,
            applicable to the affected transponder for said month.

      (b)   Limitations.  No  credits  shall  be  granted  to  Customer  if  the
            Interruption  is a result of, or is  attributable,  in whole or part
            to:  (i)  the  negligence  or  willful  default  of  Customer;  (ii)
            temporary or intermittent  Interruptions  due to sun outages;  (iii)
            the  failure  or   non-performance  of  any  equipment  provided  or
            maintained  by Customer in  connection  with the Service  under this
            Agreement.

      (c)   Substitute  Transponder  Capacity.  In the event that the Service is
            interrupted  for a period of longer than 2 consecutive  hours due to
            the technical  malfunction of the satellite capacity provided,  then
            TSC  will  use  all   reasonable   efforts  to  procure   substitute
            transponder  capacity  on  another  satellite  at a cost  reasonably
            equivalent to the service Charges hereunder;  provided however, that
            TSC shall have no  liability  to Customer for its failure to procure
            such substitute transponder capacity.

6.    Term.

      This  Agreement  shall have an initial term (the "Initial  Term") of three
      (3) years, commencing October 1, 2003 and continuing through September 30,
      2006, unless terminated earlier as set forth herein.  Except if terminated
      by either  Party by written  notice to the other Party  delivered at least
      three months (90 days) before the end of the Initial Term or any extension
      thereof,  this Agreement  shall be  automatically  extended for successive
      terms of one year under the same terms and conditions as set forth herein.

7.    Termination; Assignment.

      (a)   Termination  by TSC.  TSC  shall  have the right to  terminate  this
            Agreement  with  immediate  effect,  with  written  notice  of  such
            termination provided to Customer,  upon the occurrence of any one or
            more of the following acts or omissions:  (i) upon a material breach
            or default by Customer of any of the  provisions  of this  Agreement
            that has not been cured  within  thirty  (30) days after  receipt of
            notice from TSC of such breach or default;  (ii) upon the failure of
            Customer  to make  timely  payment  in  strict  accordance  with the
            payment  provisions  of this  agreement  as set  forth in  Section 3
            above;  or (iii) in the event that the


                                       8
<PAGE>

            performance of this Agreement  pursuant to the terms hereof has been
            prohibited  by any  court,  governmental  or  regulatory  body  with
            jurisdiction  over either  party and such  prohibition  is no longer
            subject to further review or proceedings and as to which no stay has
            been  granted or request  for stay is pending.  Notwithstanding  the
            foregoing,   except  if  immediate  suspension  is  required  by  an
            administrative  or judicial or competent legal authority,  TSC shall
            provide  the  Customer  with 10  business  days'  notice to cure the
            situation before  suspending its obligations to provide the Services
            hereunder.  In the event of such termination by TSC pursuant to this
            Section 7, TSC shall  have no further  liability  to  Customer,  and
            Customer shall pay within ten (10) days  thereafter all  outstanding
            amounts as of the date of termination

      (b)   Termination by Customer. The Customer may terminate the Agreement:

            (i)   upon  a  material  breach  or  default  by  TSC  of any of the
                  provisions  of this  Agreement  that has not been cured within
                  thirty (30) days after receipt of notice from Customer of such
                  breach or default; or

            (ii)  at any time during the Initial  Term of this  Agreement or any
                  extension thereof, upon ninety (90) days' prior written notice
                  to TSC in the  event  that  Customer  ceases to  transmit  the
                  television  channel  known  as at the  date  hereof  as  Spice
                  Platinum  or  any  successor   because,   in  Customer's  sole
                  discretion,  of the commercial  failure of that channel.  Such
                  termination  shall be without penalty and shall not be subject
                  to any Termination or  Cancellation  Fees as set forth herein;
                  provided,  however,  that  Customer  may  not  recommence  the
                  transmission of Spice Platinum or commence the transmission of
                  a television  channel  materially the same as Spice  Platinum,
                  within  eighteen (18) months of the date of such  termination.
                  If Customer recommences transmission within the eighteen month
                  period,   Customer  shall  pay  to  TSC  the  Termination  and
                  Cancellation Fees set forth in Section 7(b)(3) below; or

            (iii) beginning  two (2) years after the Service  Commencement  Date
                  for either Service for convenience subject to ninety (90) days
                  prior   written   notice,   provided  that  in  the  event  of
                  termination for convenience,  Customer shall pay a termination
                  fee  equal  to fifty  percent  (50%)  of the  Service  Charges
                  associated with the remaining  number of months in the Initial
                  Term or in any remaining successive term.

      (c)   Assignment.  Neither  Party may assign  this  Agreement  without the
            prior written consent of the other Party, provided however, (1) upon
            prior  written  notice TSC may assign this  Agreement  without  such
            consent to a present or future affiliate,  subsidiary,  successor or
            distributor or may


                                       9
<PAGE>

            assign its right to receive  payment;  and (2) in the event Customer
            requests  the  consent of TSC to assign  its rights and  obligations
            hereunder,  TSC shall not  unreasonably  withhold or  condition  its
            consent to such  assignment in the event of assignment of Customer's
            rights and obligations  hereunder (a) to any affiliate  wholly owned
            by  Customer  or (b) to any  assignee  which  presents a  reasonably
            acceptable financial profile so as to meet its obligations under the
            Agreement  and  possesses  all  appropriate  licenses,  permits  and
            authorizations  required for use of the Services and which  proposed
            assignee  does  not  compete  with  TSC  or  its  affiliates  in the
            provision of satellite  broadcasting  services as provided for under
            this Agreement; provided in each case that, in the event of any such
            assignment by Customer,  Customer shall remain fully responsible for
            the  performance  of all  obligations  and  liabilities  under  this
            Agreement notwithstanding such assignment by Customer.

8.    Notices.

      Notices under this agreement will be provided to the following persons:

              TSC:       Jennifer Racine
                         Account Manager, Video Services
                         T-Systems Canada, Inc.
                         70 York St., Suite 1700
                         Toronto, Ontario M5J 1S9
                         Tel.: 416 360 1019
                         Fax: 416 360 2910

                         with a copy to:
                         Legal Counsel
                         T-Systems North America
                         701 Warrenville Road
                         Lisle, Illinois 60532

              Customer:
                         Designated representative:
                         Nanno van der Werff
                         STV International B.V.
                         Starwinskylaan 3105
                         7th Floor
                         1077 ZZ Amsterdam
                         The Netherlands
                         Fax: 011-3120-406-4555
                         ph: 011-3120-406-4444

                         with a copy to:
                         Mark Rudolph
                         Executive VP


                                       10
<PAGE>

                         2706 Media Center Drive
                         Los Angeles, California 90065


                                       11
<PAGE>

                         William Campbell
                         Managing Director
                         Spice Television International
                         Aquis House, Station Road
                         Hayes
                         Middlesex
                         United Kingdom
                         UB3 2dX
                         Fax:44-20-85-81-7005

9.    Liability and Warranty.

      (a)   Except  as  otherwise   expressly  agreed  herein,  with  regard  to
            international communications service contemplated by this Agreement,
            the liability  exclusion in accordance with article 36 of the Geneva
            International   Telecommunications   Convention  of  1992  shall  be
            applicable to the liability of TSC hereunder.

      (b)   Neither Party hereunder shall be liable for consequential,  special,
            punitive,  indirect and/or financial damages, lost profits, or other
            losses or damages  hereunder,  whether  such any of such damages are
            foreseen or foreseeable by either Party.

      (c)   Customer warrants that the audio/visual programming transmitted over
            the Service is not in breach of any legal or  regulatory  provision,
            nor in any manner subjects TSC to legal  liability.  Customer agrees
            that  in  no  circumstances   will  the  Service  be  used  for  the
            transmission  of the  following  contents:  exploitation  of minors,
            paedophilia,   sexual   violence,   bestiality,   sadomasochism   or
            necrophilia,  malicious  provocation  of  crimes  and  offences  and
            content facilitating criminal associations.

      (d)   (i) Customer shall  indemnify and hold TSC harmless  against any and
            all expenses, damages, costs, liabilities, and claims of every kind,
            including,  without  limitation,  reasonable  counsel fees, by or on
            behalf of any person or entity  arising out of or caused by: (1) the
            failure by Customer to comply with any law or regulation  applicable
            to  Customer  of any  governmental  authority,  or (2) any claims by
            third  parties  with  respect  to  Customer's  use of the  Services;
            provided  however,  that the aggregate  liability of Customer  under
            this  Section 9 shall be limited to an amount equal to the total sum
            of all payment owed by Customer to TSC for the Services  rendered in
            connection with this Agreement.

            (ii)  TSC shall indemnify and hold Customer harmless against any and
                  all expenses, damages, costs, liabilities, and claims of every
                  kind, including, without limitation,  reasonable counsel fees,
                  by or on behalf of any  person  or  entity  arising  out of or
                  caused  by:  (I)  failure  by TSC to  comply  with  any law or
                  regulation of any


                                       12
<PAGE>

                  governmental authority applicable to TSC, or (2) any claims by
                  third parties with respect to TSC's provision of the Services;
                  provided  however,  that the aggregate  liability of TSC under
                  this  Section 9 shall be  limited  to an  amount  equal to the
                  total sum of all payment received by TSC from Customer for the
                  Services rendered in connection with this Agreement.

            (iii) This Section 9(d) shall survive  termination  of the Agreement
                  for a period of twelve (12) months.

      (e)   It is  expressly  agreed that all  express  and implied  warranties,
            including,  but not limited to,  warranties  of  merchantability  or
            fitness for any  particular  purpose or use, are expressly  excluded
            and  disclaimed.  It is  further  expressly  agreed  that TSC's sole
            obligations and liabilities  and Customer's  exclusive  remedies for
            any  cause  whatsoever  arising  out of this  Agreement  and/or  the
            transactions  contemplated  hereby are limited to those specifically
            set forth in this Agreement,  and all other remedies of any kind are
            expressly excluded.

      (f)   TSC  undertakes  that it will use all  reasonable  efforts to enable
            Customer to have the benefit of any  representations  or  warranties
            that TSC has  received  from any  manufacturer  or  provider  of the
            equipment for the Services.

10.   Miscellaneous.

      (a)   This  Agreement  shall be  governed  by the laws of the State of New
            York without reference to its conflict of law principles.

      (b)   The  language  of the  Agreement,  and  all  notices  hereunder,  is
            English.

      (c)   All other disputes  arising in connection  with this Agreement shall
            be finally  settled by  arbitration  under the Rules of the American
            Arbitration  Association.  The  arbitration  shall take place in New
            York, New York, and shall be conducted in English. The parties shall
            instruct  the  arbitrator(s)  to conclude  the  arbitration  process
            within sixty (60) days after the  commencement of  arbitration.  The
            award of the  arbitrators  shall be final and  binding.  The parties
            waive any right to appeal  the  arbitration  award,  to the extent a
            right of appeal may be lawfully waived. Each party retains the right
            to seek judicial assistance to compel arbitration and to enforce any
            decision of the  arbitrators,  including the final award. The losing
            party to the  arbitration  shall  be  responsible  for all  costs of
            arbitration,  including reasonable attorney's fees of the prevailing
            party, unless otherwise determined by the arbitration.  This Section
            10(c) shall survive termination of the Agreement.

      (d)   Any waiver by either Party of the  application  of any  provision of
            this  Agreement must be made in written form and must be accepted by
            the


                                       13
<PAGE>

            other Party,  and any such waiver shall not be deemed to  constitute
            any subsequent  waiver of any provision or right or claim under this
            Agreement.

      (e)   This  Agreement  shall  not be  construed  or  deemed  to  create  a
            partnership,  joint venture,  affiliation or any other kind of legal
            relationship between the Parties.

11.   Force Majeure.

      No failure or omission  by either  Party to carry out or to perform any of
      the terms or  conditions  of this  Agreement  shall give the other Party a
      claim against such Party, or be deemed a breach of this Agreement,  if and
      to the extent  that such  failure or omission  arises from Force  Majeure,
      which shall  include,  but not limited to, acts of God;  fire,  flood,  or
      ether catastrophes;  government,  legal or statutory restrictions on forms
      of  commercial  activity;  or order of any  civil or  military  authority;
      national emergencies,  insurrections,  riots, wars; or strikes, lock-outs,
      work stoppages,  or other labor  difficulties.  In the event of any one or
      more of the  foregoing  occurrences,  notice  shall be given by the  party
      unable to perform to the other Party and the Party unable to perform shall
      be  permitted  to  delay  its  performance  for so long as the  occurrence
      continues. In such event, the other Party shall be entitled to suspend its
      performance  as long as such event or force  majeure  continues,  provided
      that the  suspension of performance by such other Party shall not have the
      effect of impeding  resumption of performance of the other party declaring
      the event of Force Majeure.  Should the  suspension of obligations  due to
      Force Majeure exceed thirty (30) days of continued  interruption  or sixty
      (60) days in the  aggregate,  either party may terminate this Agreement by
      sending a appropriate written notice to the other party without liability.

12.   Legal Form, Amendment, Entire Agreement

      (a)   Amendments or  supplements  to this  Agreement are only effective if
            agreed to by both Parties in writing.

      (b)   If any  provisions  in  this  Agreement  should  be  ineffective  or
            unenforceable,  this will not affect the  validity of the  remaining
            parts  of the  Agreement.  In  such  an  event,  the  Parties  shall
            undertake to replace the ineffective or  unenforceable  provision by
            an  effective  or  enforceable  provision  which  comes  as close as
            possible to the spirit and purpose of the provision to be replaced.

      (c)   This Agreement, including all the component parts hereto, represents
            the entire  understanding  of the Parties hereto with respect to the
            subject matter hereof, supersedes all prior negotiations, agreements
            and tariffs regarding such subject matter.

      (d)   This Agreement may be executed in one or more counterparts,  each of
            which shall constitute one and the same instrument.


                                       14
<PAGE>

13.   Confidentiality.

      The  contents  and  substance  of this  Agreement  shall  in no  event  be
      disclosed by either Party or their  employees to third parties  except for
      purposes of fulfilling obligations required by this Agreement, or with the
      prior written  consent of the other Party  hereto,  or as may otherwise be
      required by law.  Notwithstanding the foregoing, in the event either Party
      has entered into discussions with a third party,  involving either a joint
      venture, merger or acquisition, or the sale of all or substantially all of
      the assets of the Party to which this Agreement pertains,  then such party
      may  disclose the terms of this  Agreement  to such third Party,  provided
      such disclosure is pursuant to a Non-Disclosure Agreement. This Section 13
      shall survive the  termination of the Agreement for a period of 12 months.

14.   Press Releases.

      Each Party agrees that no press releases or other announcements  regarding
      this  Agreement  or the  Service  shall be issued or made by either  Party
      without  the  prior  written  approval  of  the  other  party,  not  to be
      unreasonably  withheld.  Notwithstanding the foregoing,  that Customer may
      issue a press  release  provided that such press release does not refer to
      TSC or any of its  affiliates,  unless  TSC  provides  its  prior  written
      consent.  Both Parties will inform its subcontractors,  if any, under this
      Agreement, and will use its best efforts to ensure that its subcontractors
      adhere to this provision.

T-SYSTEMS CANADA, INC.                  STV INTERNATIONAL BV

By: /s/ [signature illegible]           By: /s/ [signature illegible]

Title: President T-Systems Canada       Title: Director

Date: Oct. 6/03                         Date: 30/9/03


                                       15
<PAGE>

                                 List of Annexes

Annex 1

CICI Terms & Conditions

Annex 2

Copy of Customer Broadcast License

Annex 3

Guaranty

Annex 4

Service Concept


                                       16
<PAGE>

                                                                         Annex 1

T-Systems International GmbH
General Terms and Conditions
for CityInterConnect international.

      T-Systems  International GmbH (hereinafter referred to as T-Systems) shall
      provide  CityInterConnect  international in accordance with the provisions
      of the German  Telecommunications  Customer  Protection  Ordinance and the
      following  General  Terms and  Conditions.  The German  Telecommunications
      Customer  Protection  Ordinance  shall  apply even if it is not  expressly
      referred to in the following terms and conditions.

1     Subject matter of terms and conditions

      The  following  terms and  conditions  set forth the terms  governing  the
      provision of CityinterConnect international of T-Systems.

2     Standard Service

2.1   Monthly charges

      Subject to technical and operational feasibility,  T-Systems shall provide
      the customer with a CityinterConnect international with transmission rates
      between   1,920  kbit/s  and  622  Mbit/s  and  with  a  monthly   average
      availability of 99.8% relating to the respective transmission path.

      CityInterConnect  international is a permanent international  transmission
      path with digital  interfaces  (full circuit)  between  selected cities in
      Germany and other countries in accordance with the list of countries shown
      below.  CityInterConnect  international serves the purpose of transmitting
      digital signals to the extent possible with the existing technology.  They
      shall  be  provided  with   interfaces   in  accordance   with  the  ITU-T
      recommendations shown in the table below.

2.2   Installation

      In the  vicinity  of the  customer's  first  terminal  at each  end of the
      CityInterConnect international,  T-Systems shall install a connecting unit
      that serves as the termination of the CityInterConnect international.

      The  installation of the  CityinterConnect  international - especially its
      routing  within  T-Systems'  network - shall be carried out in  compliance
      with the rules  governing  the  standard  installation  procedure  used by
      T-Systems at the time of performance.

2.3   Maintenance windows

      T-Systems  shall schedule  maintenance  windows,  in  particular,  for the
      purpose of modifying  the network  configuration.  The  customer  shall be
      notified thereof at least one week in advance.

      During  maintenance  window  periods,  T-Systems  may put equipment out of
      operation.  Maintenance window periods are not included in the calculation
      of availability.


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                                                    General Terms and Conditions

3     Additional Services

      By  agreement  and  subject  to  technical  and  operational  feasibility,
      T-Systems shall in particular  perform the following  additional  services
      for an additional charge:

      a)    Relocate,  replace or modify the  connecting  unit and  relocate the
            subscribers drop;

      b)    Provision   by   T-Systems   of   19-inch    cabinets   in   foreign
            telecommunications  equipment centers. The service shall be provided
            in  accordance  with the  additional  terms and  conditions  for the
            provision of equipment accommodation.

4     Fault clearance

      Subject  to  technical  and  operational   feasibility,   T-Systems  shall
      eliminate any faults in its equipment without undue delay. In this regard,
      T-Systems shall render the following services:

4.1   Reporting faults

      Faults may be reported to T-Systems 24 hours a day,  seven days a week, by
      calling a customer service telephone number.

4.2   Customer service hours

      Customer service shall be available  twenty-four hours a day, seven days a
      week.

4.3   Customer service appointments

      If  necessary,  T-Systems  shall  arrange a time with the  customer  for a
      service  technician's  visit. In the event that service cannot be rendered
      during the agreed  period due to  reasons  attributable  to the  customer,
      another time shall be arranged and additional travel expenses charged,  if
      applicable.

4.4   Response period

      Upon request,  T-Systems  shall inform the customer of the initial results
      within one hour after the fault has been  reported,  provided a number for
      the return call has been given.  The initial  response to the customer may
      also be made during the service technician's visit.

4.5   Interim report

      Upon request,  T-Systems shall call the number provided once an hour after
      the end of the response  period to give an interim report on the status of
      the work and the outlook for additional measures.

4.6   Subsequent notification

      T-Systems shall inform the customer after a fault has been cleared. In the
      event  that  the  customer  is not  contacted  upon the  initial  attempt,
      additional  attempts to subsequently  notify the customer shall be made at
      regular intervals.

5     Duties and obligations of the customer

      In particular, the customer shall

      a)    pay the  agreed  prices in due  time.  For any check not paid or any
            direct debit not honored or returned,  the customer shall  reimburse
            T-Systems for the costs incurred to the extent that the customer was
            responsible for the event giving rise to the costs.

      b)    provide any  electricity in accordance  with the features  common in
            the  respective  country  (type  of plug  and  voltage)  needed  for
            installation,


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<PAGE>

                                                    General Terms and Conditions

            operation   and   maintenance   and,  if  required,   the  potential
            equalization including earthing at his own expense.

      c)    reimburse any costs incurred by T-Systems for checking its equipment
            following  submission  of a fault  report  if the  fault  was not in
            T-Systems'  equipment  and this  could have been  recognized  by the
            customer if he had made a reasonable effort to find the fault.

      d)    have all installation and modification work on the  CityInterConnect
            international performed solely by T-Systems.

      e)    upon T-Systems' request,  provide assistance with measurements taken
            for the purpose of clearing faults (measurement assistance).

      f)    not use for other  purposes the telephone or ISDN line that has been
            provided  excursively for management  purposes.  In the event of use
            for other purposes, the charges incurred thereby shall be billed.

6     Use by third parties

      The  customer  shall  not  be  permitted  to  make  the   CityInterConnect
      international available to third parties for their permanent and exclusive
      use without the prior consent of T-Systems.  If T-Systems  refuses to give
      its consent,  the customer shall not have a right of termination  for good
      cause.

7     Terms of payment

7.1   Starting on the third  calendar  day after the service has been  installed
      ready for operation,  monthly charges shall be payable for the rest of the
      month on a pro rata basis.  Afterwards,  these  charges shall be paid on a
      monthly basis in advance.

      If the price is to be calculated  for parts of a calendar  month,  1/30 of
      the monthly charge shall be due for each day.

7.2   Other  charges  shall be  payable  after  the  relevant  service  has been
      performed.

7.3   The amount due must be credited to the  account  specified  in the bill no
      later than on the tenth day after  receipt of the bill,  or the  competent
      accounting  office must have  received a check for the amount shown on the
      bill by that date. In the event that the customer furnishes a direct debit
      authorization,  T-Systems  shall debit the agreed  account with the billed
      amount.

8     Changes  in the  prices,  service  specifications  and  general  terms and
      conditions

8.1   In the case of  prices,  service  specifications  and  general  terms  and
      conditions  that have been  approved or reviewed by the German  Regulatory
      Authority for Telecommunications and Posts (RegTP), T-Systems is obligated
      to charge  only those  prices  that have been  approved or reviewed by the
      German Regulatory Authority for Telecommunications  and Posts.  Agreements
      on services  containing prices other than those that have been approved or
      reviewed shall be effective, provided that the approved price replaces the
      agreed price.

      T-Systems  shall  inform the customer in writing of any changes in prices,
      service  specifications  and  general  terms and  conditions  approved  or
      reviewed by the German  Regulatory  Authority for  Telecommunications  and
      Posts.  This shall also apply to services whose prices consist of approved
      or reviewed  prices,  provided


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<PAGE>

                                                    General Terms and Conditions

      that the  change  was based  exclusively  on a change in the  approved  or
      reviewed prices, service specifications or general terms and conditions.

      In the event of an increase in price or other changes to the  disadvantage
      of the customer,  the customer may terminate the agreement  effective from
      the time the  change  goes into  effect.  T-Systems  shall  make  specific
      reference to this special  termination  right in the letter  notifying the
      customer thereof.  Notice of termination must be received within six weeks
      after receipt of the notification.

8.2   If  T-Systems  intends  to change any other  prices or change the  general
      terms and  conditions  or service  specifications,  the customer  shall be
      informed of the proposed change in writing. The changes shall be deemed to
      be accepted if the customer  does not object in writing.  T-Systems  shall
      make specific  reference to this  consequence in the letter  notifying the
      customer  thereof.  The objection must be received  within six weeks after
      receipt of the  notification.  If the  customer  makes use of his right to
      object,  the changes proposed by T-Systems shall be deemed to be rejected.
      The agreement shall then continue without the proposed changes. This shall
      be  without  prejudice  to the  right  of the  parties  to  terminate  the
      agreement.

9     Change in the value-added tax

      If the  value-added  tax  prescribed by law changes,  the monthly  charges
      shall be changed accordingly as from that date.

10    Delay in payment

10.1  If the customer is in arrears  with a  significant  amount due,  T-Systems
      shall have the right to bar the customer's CityInterConnect  international
      at the  customer's  expense.  In this case,  the  customer  shall still be
      required to pay the monthly charges.

10.2  in the event that the customer is in default

      a)    in the payment of charges,  or a significant  part thereof,  for two
            consecutive months, or

      b)    for a period of more than two  months  in the  payment  of an amount
            corresponding  to, or exceeding,  the basic  monthly  charge for two
            months,

      T-Systems  shall have the right to terminate the agreement  without notice
      and in the  case  of  agreements  with a fixed  lease  period  may  demand
      compensation as a single,  lump-sum payment that falls due immediately and
      amounts to one-fourth of the monthly  charges payable up to the end of the
      regular period of the agreement.

      The compensation payment shall be higher or lower if T-Systems proves that
      the loss suffered was greater or the customer, that it was less.


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<PAGE>

                                                    General Terms and Conditions

10.3  T-Systems  reserves  the right to assert any other  claims  arising from a
      default in payment.

10.4  If T-Systems  fails to perform the service on time,  liability shall be in
      accordance with the provisions of the German  Telecommunications  Customer
      Protection Ordinance.  The customer shall be entitled to withdraw from the
      agreement  only if  T-Systems  fails to  perform  the  service  within  an
      additional  reasonable period of time granted by the customer,  which must
      be at least two weeks.

11    Lease period/termination

11.1  Lease period

      CityInterConnect  international  shall be provided  with a lease period of
      one year or two, three,  four or five years.  The lease period shall begin
      on the day the CityInterConnect  international has been provided ready for
      operation.

11.2  Termination

      The agreement may be  terminated  by either party,  at the earliest,  with
      effect from the end of the fixed lease period  agreed upon.  This shall be
      without prejudice to the right to terminate the agreement for good cause.

      After the  expiration  of the fixed  lease  period  the  agreement  may be
      terminated  by either party with effect from the end of any  weekday.  For
      any termination to become effective,  a written notice of termination must
      be received by  T-Systems or by the customer at least eight weeks prior to
      the date of termination. Saturdays are not deemed to be weekdays.

12    Failure to ensure availability

      In the  event  that  T-Systems  fails to  ensure  the  availability  of an
      CityInterConnect  international and this is attributable to T-Systems,  it
      shall credit the amount stipulated below to the customer.

      The prerequisite for the credit is that

      -     the  customer  notifies  T-Systems  without  undue  delay  that  the
            CityInterConnect international is inoperable;

      -     the   customer   allows   T-Systems   to  clear  the  fault  in  the
            CityInterConnect international immediately and upon request provides
            T-Systems with assistance in taking measurements.  In the event that
            T-Systems   cannot   clear   the   fault  in  the   CityInterConnect
            international  for reasons  attributable  to the customer,  the time
            that counts towards the reimbursement shall be suspended;

      -     the period of  inoperability  (downtime)  counted in seconds is more
            than one minute per failure.

      In the event that the ensured  availability is not provided,  the customer
      shall receive a credit amounting to

      -     10% of the  monthly  charge in the case of  downtime of more than 86
            minutes to 4 hours per calendar month;

      -     20% of the  monthly  charge in the case of  downtime  of more than 4
            hours to 8 hours per calendar month;

      -     30% of the  monthly  charge in the case of  downtime  of more than 8
            hours to 12 hours per calendar month;


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<PAGE>

                                                    General Terms and Conditions

      -     40% of the  monthly  charge in the case of  downtime of more than 12
            hours to 16 hours per calendar month;

      -     50% of the  monthly  charge in the case of  downtime of more than 16
            hours per calendar  month plus 1/720 of the monthly  charge for each
            additional  hour  or part  thereof,  but a  maximum  of 100 % of the
            monthly charge for the connection.

      T-Systems shall offset the credit against amounts due on the basis of this
      agreement.

      This  shall  be  without  prejudice  to  any  compensation  claims  of the
      customer.

13    Miscellaneous

13.1  If the  customer,  in turn,  uses the  contractually  agreed  services  to
      provide  telecommunications  services  for the public,  T-Systems  assumes
      liability with respect to providers of telecommunications services for the
      public in accordance with the general  legislation  subject to the proviso
      that the liability for financial loss caused through negligence is limited
      to EUR  12,500 for each of the other  provider's  end  customers  who have
      suffered damage.  In this case, the sum of all claims for damages shall be
      no more than ten million euros for each  damage-causing  event pursuant to
      ss. 7 (2) of the German Telecommunications Customer Protection Ordinance.

      If the sum of the individual  claims for damages  exceeds the upper limit,
      the  compensation  shall be reduced in proportion to the ratio between the
      total claims for damages and the upper limit.

13.2  The customer  shall have the right to transfer the rights and  obligations
      under this agreement to a third party only with the prior written  consent
      of T-Systems.

13.3  The  provisions  of  the  German   Product   Liability  Act  shall  remain
      unaffected.

13.4  The contractual  relations  between the parties shall be subject to German
      law.


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<PAGE>

                                                    General Terms and Conditions

List of cities

o     Domestic

      Berlin,  Dusseldorf,  Frankfurt on the Main, Hamburg, Hanover,  Nuremberg,
      Munich and Stuttgart

o     International (1)

      Amsterdam,  Brussels,  Copenhagen, London, Madrid, Milan, New York, Paris,
      Prague, Stockholm, Vienna and Zurich

Transmission rates

   No.      Transmission rate                  No.      Transmission rate
----------------------------------          -----------------------------------
    1          1,920 kbit/s                     5          45 Mbit/s
----------------------------------          -----------------------------------
    2          1,984 kbit/s                     6          155 Mbit/s
----------------------------------          -----------------------------------
    3          2,048 kbit/s                     7          622 Mbit/s
----------------------------------
    4            34 Mbit/s

Interfaces

<TABLE>
<CAPTION>
    DTE/Data Network Termination Unit interfaces
          pursuant to ITU-T Recommendation                                        Transmission rates
--------------------------------------------------------------------------------------------------------------------------------
                                                        1,920 kbit/s
                                                             to           2,048        34         45         155       622
     Mechanical and functional          electrical      1,984 kbit/s     kbit/s      Mbit/s     Mbit/s     Mbit/s     Mbit/s
--------------------------------------------------------------------------------------------------------------------------------
<S>                                   <C>                  <C>            <C>         <C>         <C>        <C>        <C>
     15-pin D-sub connector
     pursuant to ISO/IEC 4903
     X.24 (X.21), but without              V.11              X              X          o          o           o          o
     validation of the C and I
        Interface circuits
--------------------------------------------------------------------------------------------------------------------------------
     34-pin D-sub connector
       pursuant to ISO 2593                V.11            X (2)          X (2)        o          o           o          o
                V35
--------------------------------------------------------------------------------------------------------------------------------
     2 x BNC socket (coaxial)          G.703, 75 O,          X              o          o          o           o          o
    Signal with frame (2,048          asymmetrical,
   kbit/s) pursuant to ITU-T            HDB3 code
                G.704
--------------------------------------------------------------------------------------------------------------------------------
   Screw coupling, coax 1.6/5.6        G.703, 75 O,
       pursuant to DIN 47295          asymmetrical,
 Signal with frame (2,048 kbit/s)        HDB3 cod            X              o          o          o           o          o
      pursuant to ITU-T G.704
--------------------------------------------------------------------------------------------------------------------------------
    RJ45 socket pursuant to           G.703, 120 ?,
           ISO/IEC 8877                symmetrical,
   Signal with frame (2.048             HDB3 code            X              o          o          o           o          o
   kbit/s) pursuant to ITU-T
             G.704
</TABLE>


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<PAGE>

                                                    General Terms and Conditions

<TABLE>
<CAPTION>
    DTE/Data Network Termination Unit interfaces
          pursuant to ITU-T Recommendation                                          Transmission rates
--------------------------------------------------------------------------------------------------------------------------------
                                                        1,920 kbit/s
                                                             to           2,048        34         45         155       622
     Mechanical and functional          electrical      1,984 kbit/s     kbit/s      Mbit/s     Mbit/s     Mbit/s     Mbit/s
--------------------------------------------------------------------------------------------------------------------------------
<S>                                   <C>                  <C>            <C>         <C>         <C>        <C>        <C>
      RJ45 socket pursuant to         G.703, 120 ?,          o              X          o          o           o          o
           ISO/IEC 8877                symmetrical,
       Signal without frame             HDB3 code
           (transparent)
--------------------------------------------------------------------------------------------------------------------------------
     2 x BNC socket (coaxial)          G.703, 75 ?,          o              X          X          o           o          o
       Signal without frame           asymmetrical,
           (transparent)                HDB3 code
--------------------------------------------------------------------------------------------------------------------------------
   Screw coupling, coax 1.6/5.6        G.703, 75 ?,
       pursuant to DIN 47295          asymmetrical,          o              X          X          o           o          o
  Frameless signal (transparent)        HDB3 code
--------------------------------------------------------------------------------------------------------------------------------
     2 x BNC socket (coaxial)          G.703, 75 ?,
       Signal without frame           asymmetrical,          o              o          o          X           o          o
           (transparent)                B3ZS code
--------------------------------------------------------------------------------------------------------------------------------
   Screw coupling, coax 1.6/5.6        G.703, 75 ?,
       pursuant to DIN 47295          asymmetrical,          o              o          o          X           o          o
  Frameless signal (transparent)        B3ZS code
--------------------------------------------------------------------------------------------------------------------------------
     2 x BNC socket (coaxial)          G.703, 75 ?,          o              o          o          o           X          o
      Signal with frame (155          asymmetrical,
     Mbit/s) pursuant to ITU-T           CMI code
               G.707
--------------------------------------------------------------------------------------------------------------------------------
   Screw coupling, coax 1.6/5.6        G.703, 75 ?,
       pursuant to DIN 47295          asymmetrical,
   Signal with frame pursuant to         CMI code            o              o          o          o           X          o
            ITU-T G.707
--------------------------------------------------------------------------------------------------------------------------------
  Optical connection pursuant to      G.957 (optical         o              o          o          o           X          X
    88135-01 Signal with frame          interface)
      pursuant to ITU-T G.707
</TABLE>

----------
(1)   Information on other cities in which CityInterConnect international can be
      installed shall be provided upon request

(2)   Only provided for links outside of Germany.

This translation H not the authentic text. The German version shall be part of
the agreement.


T-Systems Logo     Last revision:  1 May 2003     CityInterConnect international
                                                                     Page 8 of 8