<PAGE>

                                                                   Exhibit 10.20

                                           *** Text Omitted and Filed Separately
                                                Confidential Treatment Requested
                                            Under 17 C.F.R. (S)(S) 200.80(b)(4),
                                                              200.83 and 230.406

                      GE-1E SATELLITE TRANSPONDER AGREEMENT
                              (Contract No. E-1055)

     THIS AGREEMENT between GE Capital Europe Limited ("GECEL") and SkyCache,
Inc. ("Customer") is made effective as of the date of the last signature below.
Defined terms used in this Agreement have the meanings specified herein.

ARTICLE 1. SERVICE PROVIDED

A.   Scope. GECEL will provide to Customer Non-Preemptible with Access to Spares
     -----
     Service on one (1) Transponder on the Satellite ("Service"). Service will
     be provided in accordance with the terms and conditions set forth in this
     Agreement, including Attachment A-Transponder Performance Specifications
     and Attachment B-Commercial Operations System User's Guide (collectively,
     the "Agreement").

     The Satellite is authorized to be and is located at the 5(degrees) E.L.
orbital position. The Satellite may, however, be located at any other orbital
position hereafter authorized by the PTS.

     Technical performance criteria for the Satellite are described in the
Transponder Performance Specifications set forth in Attachment A. The
transponder number will be Transponder 23. GECEL may from time to time designate
another frequency within the Transponder or another transponder on the Satellite
to provide the Service.

     Provided that the Customer is in compliance with the terms of this
Agreement, the Parties agree that service on the Satellite under Contract No. E-
1049 dated November 9th 1998 between the Parties shall terminate with effect
from December 31st 1999 and no service charge shall be payable for such service
from December 1st, 1999 until December 31st, 1999.

B.   Term. The term for Service provided under this Agreement ("Service Term")
     ----
     shall commence on 1st December 1999 (the "Commencement Date"). The Service
     Term shall end, except as otherwise provided herein, on the earliest of (1)
     the End-of-Life or Replacement Date of the Satellite; (2) the date the
     Satellite becomes a Satellite Failure: (3) the date the Transponder on
     which service is provided hereunder becomes a Transponder Failure and
     cannot be restored as provided herein; or (4) 30th November 2006 (the
     "Projected Termination Date").

C.   Service Priorities. GECEL shall attempt to restore Customer's Transponder
     ------------------
     once should it become a Transponder Failure by utilizing any available
     Replacement Transponder on the Satellite on a first-needed, first-served
     basis; provided, that if restoration of more than one transponder on the
     Satellite is required as a result of a single event or simultaneous event,
     access to Replacement Transponders shall be granted in Contract Order
     (defined as the opposite order from Reverse Contract Order). If restored
     using a Replacement

                                      1.
<PAGE>

     Transponder, Customer's service shall remain Non-Preemptible Service,
     without any further right of restoration. If no such Replacement
     Transponder is available on the Satellite, Customer's service shall not be
     restored.

D.   Notices. All notices regarding technical or operational matters requiring
     -------
     immediate attention will be given by telephone followed by written
     notification. All other notices and requests will be in writing, delivered
     to the address(es) set forth below or to such other address(es) as the
     Party may designate in writing. For the purposes of this Agreement, a
     "business day" shall mean any day, other than a Saturday or a Sunday or a
     day which is a bank or public holiday in England.

     If to be given to Customer:      If to-be given to GECEL:
     Attn: Robert Dunham,             Attn: Michael Agostinelli,
     Chief Financial Officer          Vice President and General Manager, Europe
     SkyCache, Inc.                   GE Americom
     312 Laurel Avenue                GE Capital Europe Limited
     Laurel                           Sweden House
     Maryland 20707                   London, SW1A 1ES
     USA                              United Kingdom
     Fax#: + 1 301 598 0837           Fax #: +44 (0)171 302 6352
     Tel#: + 1 301 598 0500 Ext. 2201 Tel #: +44 (0)171 302 6340

     24 Hour Emergency Telephone # of Customer for Technical/Operational Issues:

     Tel #: +1 301 598 0500 Ext. 2424 (for Network Operating a Center) (Garrett
     Allen), Fax #: +1 301 598 0837

ARTICLE 2. PAYMENT

A.   Monthly Recurring Service Charge. From the Commencement Date, Customer will
     --------------------------------
     pay to GECEL for Service a monthly recurring service charge ("MRC") of the
     following amounts:

   Period                                           Amount of MRC (US Dollars)
--------------------------------------------------------------------------------
[   ***   ]                                         [   ***   ]
--------------------------------------------------------------------------------
[   ***   ]                                         [   ***   ]
--------------------------------------------------------------------------------
[   ***   ]                                         [   ***   ]
--------------------------------------------------------------------------------
[   ***   ]                                         [   ***   ]
--------------------------------------------------------------------------------
[   ***   ]                                         [   ***   ]
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*** Confidential Treatment Requested

                                      2.
<PAGE>

B.   Billing and Payment. Invoices will be issued monthly thirty (30) days in
     -------------------
     advance of the month in which Service is to be provided and are payable on
     the first day of such month by wire transfer as per the remittance
     instructions on the respective monthly invoice. On payments not received by
     the due date, GECEL will assess a late payment charge of the lesser of (i)
     one and one-half percent (1.5%) per month compounded monthly, or (ii) the
     maximum rate permitted by applicable law. A failure or delay by GECEL to
     send a bill will not relieve Customer either of its obligation to pay on a
     timely basis for Service or of its obligation to pay late payment charges
     in the event of late payment. In addition to any other rights GECEL may
     have under this Agreement, GECEL may suspend provision of Service on
     seventy-two (72) hours notice for failure to pay any sums due to GECEL. All
     payments due to GECEL by Customer under this Agreement shall be tendered in
     U.S. Dollars. All amounts due under this Agreement to be paid by Customer
     to GECEL shall be paid in full (without any deduction or withholding
     whatsoever) and Customer shall not be entitled to assert any credit,
     set-off or counterclaim against GECEL in order to justify withholding
     payment of any such amount in whole or in part.

C.   Taxes and Other Charges. The MRC is exclusive of taxes, duties and other
     -----------------------
     fees or charges levied by any governmental authority on the Service or the
     facilities used to provide the Service. Customer will pay directly or
     reimburse GECEL for all such taxes. duties and other fees or charges,
     including without limitation value added tax.

D.   Letter of Credit. On or before November 1, 1999, Customer will, in order to
     ----------------
     secure performance of its obligations (i) hereunder and (ii) under the
     separate Agreement dated on or about the date of this Agreement between
     Customer and GE American Communications, Inc., ("GE Americom") (the "GE
     Americom Agreement"), deliver to GE Americom and GECEL one irrevocable
     letter of credit for a term of at least [ *** ] months in the amount of
     [ *** ] in the form attached to the GE Americom Agreement and in identical
     form as Attachment C to this Agreement ("Letter of Credit 1") issued by a
     bank incorporated in the United States of America, acceptable to GE
     Americom. Letter of Credit 1 and any renewal or replacement thereof may be
     drawn upon by GECEL and/or GE Americom in accordance with its terms. The
     proceeds of any drawing shall be applied to the obligations of Customer (i)
     hereunder and/or (ii) under the GE Americom Agreement, as the case may be.
     Failure to provide Letter of Credit 1 or any renewal or replacement thereof
     by the date required and/or failure to maintain Letter of Credit 1 or any
     renewal or replacement thereof throughout the period set out in the table
     below shall be treated as a failure by Customer to make a payment due to
     GECEL under this Agreement. It is the intention of the Parties that a
     letter of credit shall be maintained in effect for the benefit of GECEL and
     GE Americom for the amounts and for the terms specified in the table below.

     If Letter of Credit 1 or any renewal or replacement thereof is drawn upon,
Customer shall cause the letter of credit then in effect to be renewed or
replaced such that the principal amount of the letter of credit is restored to
the original amount of that letter of credit. Failure to obtain and deliver to
GE Americom a renewal or replacement of a letter of credit as provided in the
preceding sentence within five (5) business days from the date of each such
drawing shall entitle

*** Confidential Treatment Requested

                                      3.
<PAGE>

GE Americom, and/or GECEL to draw upon that letter of credit then in effect and
to hold the proceeds as an advance payment. Such advance payment may be used by
GE Americom and/or GECEL as an offset for any amounts due to GE Americom and/or
GECEL at the Projected Termination Date under either this Agreement or the GE
Americom Agreement, or, in the event of termination of this Agreement or the GE
Americom Agreement prior to their respective Projected Termination Dates, for
any liabilities of Customer arising out of such termination(s).

     A renewal or replacement of Letter of Credit 1 by a new letter of credit
("Letter of Credit 2") for the sum of [ *** ] for an additional term of at least
[ *** ] months shall be delivered by Customer to GE Americom and GECEL at least
forty-five (45) days prior to the expiration of Letter of Credit 1. A renewal or
replacement of Letter of Credit 2 by a further letter of credit ("Letter of
Credit 3") for the sum of [ *** ] for an additional term of at least [ *** ]
months shall be delivered by Customer to GE Americom and GECEL at least
forty-five (45) days prior to the expiration of Letter of Credit 2. A renewal or
replacement of Letter of Credit 3 by a further letter of credit ("Letter of
Credit 4") for the sum of [ *** ] for an additional term of at least [***]
months shall be delivered by Customer to GE Americom and GECEL at least
forty-five (45) days prior to the expiration of Letter of Credit 3 (GE Americom
and GECEL reserve the right to require in their sole discretion that the term of
Letter of Credit 4 be extended until the Projected Termination Date). Failure to
obtain and deliver to GE Americom and GECEL a renewal or replacement of any
letter of credit at least thirty (30) days prior to the expiration date thereof
shall entitle GECEL and/or GE Americom to draw upon the letter of credit then in
effect and to hold the proceeds of such drawing as an advance payment, to be
held and applied by GECEL and/or GE Americom as specified in the preceding
paragraph.

--------------------------------------------------------------------------------
Letter of    Term of Letter of Credit    Amount of Letter of Credit (US Dollars)
Credit
number
--------------------------------------------------------------------------------
 1           [   ***   ]                 [   ***   ]
--------------------------------------------------------------------------------
 2           [   ***   ]                 [   ***   ]
--------------------------------------------------------------------------------
 3           [   ***   ]                 [   ***   ]
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 4           [   ***   ]                 [   ***   ]
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ARTICLE 3. CREDITS FOR INTERRUPTIONS

     Credits for Interruptions in Service of fifteen (15) continuous minutes or
more shall be granted to Customer as follows:

     Credit = (Number of minutes in Interruption/43,200) multiplied by the MRC
(applicable at the date of the Interruption)

     The length of an Interruption will be measured from the time the Customer
vacates its signal to permit GECEL to verify the Interruption (following
notification of GECEL by Customer of the Interruption) until Service is
restored. No credit will be due, however, if such Interruption is a result of,
or attributable in whole or part to (i) the fault of Customer, any

*** Confidential Treatment Requested

                                      4.
<PAGE>

Customer Designee (as defined below) or any agent or subcontractor of either,
(ii) the failure or unavailability of satellites, transponders, facilities,
services or equipment furnished to Customer other than by GECEL, (iii) sun
outages or rain fade, (iv) the occurrence of a force majeure event as described
in Article 10.A. or (v) unless otherwise provided herein, suspensions of Service
made in accordance with this Agreement.

                                      5.
<PAGE>

ARTICLE 4. SERVICE RESPONSIBILITIES

A.   Laws and Regulations Governing Service. Location and operation of the
     --------------------------------------
     Satellite, GECEL's satellite system and GECEL's ability to perform are
     subject to all applicable laws and regulations, including without
     limitation all appropriate coordination and registration through the
     procedures of the International Telecommunications Union.

B.   Use Conditions. Customer will use, and will cause others authorized or
     --------------
     permitted by Customer to access Service ("Customer's Designees") to use,
     Service in accordance with (i) all applicable laws and regulations and (ii)
     the conditions of use (as such may, upon notice, be amended for technical
     or operational reasons) contained in the Commercial Operations Systems
     User's Guide set forth in Attachment B ("User's Guide"). Customer shall
     obtain, maintain in force and comply with any and all licenses, approvals,
     authorisations and consents necessary or appropriate relating to Customer's
     use of the Service and the transmission and/or reception of material,
     signals and programming thereon. Customer will not use, and will cause
     Customer's Designees not to use, Service for any unlawful purpose,
     including violation of laws governing the content of material transmitted
     using Service. During the Service Term, neither Customer nor any of
     Customer's Designees shall create nor suffer to exist any claims, liens,
     encumbrances or security interests on or to the Transponder nor purport to
     do any of the same. If Customer's or Customer's Designees' non-compliance
     with the preceding four (4) sentences causes, or other circumstances arise
     which cause, interference to or threaten the availability or operation of
     the services or facilities provided by GECEL, or if Customer's or
     Customer's Designees' use of Service may reasonably result in the
     institution of criminal proceedings, or administrative proceedings that may
     result in sanctions or other non-monetary remedies, against GECEL, General
     Electric Company, or any affiliates of either entity, GECEL may take
     actions (including suspension and/or restriction of Service) it reasonably
     believes necessary to ensure Customer's compliance with the User's Guide or
     GECEL's compliance with law.

C.   Third Party Use. Customer shall provide GECEL with one (1) business day
     ---------------
     notice of any third party use of Service and of the identity of any such
     third party. Should Customer resell any Service provided hereunder or
     otherwise permit use of such Service by any third party or parties,
     Customer shall remain primarily liable for compliance by each such third
     party with all the terms of this Agreement and any breach by any such third
     party shall be deemed to have been committed by Customer. GECEL reserves
     the right to charge Customer a fee for any technical consultation,
     scheduling or other support services provided to end-users using the
     Service provided Customer under this Agreement.

                                      6.
<PAGE>

D.   Long-Term Resale. If Customer proposes to resell use of the entire capacity
     ----------------
     of Service provided hereunder to a third party for a term of more than
     three (3) months, Customer shall first provide GECEL with at least
     forty-five (45) days' prior written notice of such proposed resale. Within
     thirty (30) days after receipt of such notice, GECEL, may, by written
     notice to Customer, elect to terminate this Agreement, whereupon Customer
     shall have a period of thirty (30) days from receipt of such notice, within
     which period Customer may elect to (i) accept termination and notify GECEL
     of the date on which such termination shall be effective (which date shall
     be not less than sixty (60) days and not more than one hundred twenty (120)
     days after the date of such notice from Customer to GECEL) or (ii) cancel
     the proposed resale and continue this Agreement in effect. If Customer does
     not exercise one of the options stated in the immediately preceding
     sentence within the applicable time limit, Customer shall be deemed to have
     exercised the option stated in clause (ii) of such sentence.

ARTICLE 5. OPERATIONAL MATTERS

A.   Service Access. Customer is responsible for providing, operating and
     --------------
     maintaining the uplink and downlink equipment necessary to access the
     Satellite and Service. Customer at its expense shall provide GECEL with any
     descrambling or decoding devices which may be required for signal
     monitoring. At a mutually agreed time, and prior to Customer transmitting
     from its earth station(s), Customer will demonstrate to GECEL's designated
     Technical Operations Centre that its earth station(s) comply with the
     satellite access specifications contained in User's Guide.

B.   Action to Protect Satellite. NSAB and GECEL shall have sole and exclusive
     ---------------------------
     control of operation and possession of the Satellite. If circumstances
     occur which in NSAB's and/or GECEL's reasonable judgment pose a threat to
     the stable operation of the Satellite, NSAB and/or GECEL shall have the
     right to take action it reasonably believes necessary to protect the
     Satellite, including discontinuance or suspension of operation of the
     Satellite, the Transponder(s) or any other transponder, without any
     liability to Customer, except that Customer may receive a credit computed
     as provided in Article 3 hereunder. GECEL shall give Customer as much
     notice as practical under the circumstances of any such discontinuance or
     suspension. If it becomes necessary to discontinue or suspend service on
     one or more transponders on the Satellite, and operational circumstances
     allow GECEL to select the transponder or transponders to be discontinued or
     suspended, GECEL will make such selection in Reverse Contract Order.

ARTICLE 6. INDEMNIFICATION

     Customer will indemnify and hold harmless GECEL, General Electric Company,
and any affiliates of either entity, from and against all loss, liability, cost,
expenses and damages of any nature (including, but not limited to, attorney fees
and to the extent permitted by law, any fines and penalties) based on third
party claims (Including those of Customer's Designees) arising out of, resulting
from or in connection with any failure to provide Service or any use of Service
provided hereunder.

                                      7.
<PAGE>

ARTICLE 7. WARRANTY DISCLAIMER; LIMITATION OF LIABILITY

A.   Warranty Disclaimer. No warranties, express, implied, or statutory,
     -------------------
     including any warranty of merchantability or fitness for a particular
     purpose, apply to Service provided hereunder or the equipment and
     facilities used to provide Service. The conveying by GECEL of proprietary
     information or other information to Customer shall in no way alter this
     disclaimer.

B.   Limitation of Liability. As a material condition of entering into this
     -----------------------
     Agreement at the price specified herein, and in regard to any and all
     causes arising out of or relating to this Agreement, including but not
     limited to claims of negligence, breach of contract or warranty, failure of
     a remedy to accomplish its essential purpose or otherwise, Customer agrees
     that, (except to the extent credits pursuant to Article 3 and refunds
     pursuant to Article 9.C. are due under this Agreement), GECEL's, General
     Electric Company's and their affiliates' entire liability shall not exceed
     in the aggregate, the greater of (i) the MRC paid by Customer to GECEL for
     Service in the month preceding the event that is the cause of liability or
     (ii) [ *** ].

     Customer agrees that in no event shall GECEL, General Electric Company, or
affiliated companies of either entity or their employees, agents or contractors
be liable for any indirect, incidental, consequential, punitive, special or
other similar damages (whether in contract. tort including negligence, strict
liability or under any other theory of liability), including but not limited to,
loss of actual or anticipated revenues or profits, economic loss, wasted
management time, loss of business, customers or good will, or damages and
expenses arising out of third party claims. The foregoing exclusion shall apply
even if such party(s) has been advised of the possibility of such damages.

ARTICLE 8. CONFIDENTIALITY AND NONDISCLOSURE

A.   Certain Information Regarding Service. Customer hereby agrees not to
     -------------------------------------
     disclose to third parties (without the prior written consent of GECEL) the
     material terms and conditions of this Agreement (including but not limited
     to the prices, payment terms, schedules, protection arrangements, and
     restoration provisions thereof) and all information provided to Customer
     related to the design and performance characteristics of the Satellite, and
     any subsystems or components thereof including the Transponder.

B.   Proprietary Information. To the extent that either party discloses to the
     -----------------------
     other any other information which it considers proprietary, said party
     shall identify such information as proprietary when disclosing it to the
     other party by marking it clearly and conspicuously as proprietary
     information. Any proprietary disclosure to either party, if made orally,
     shall be promptly confirmed in writing and identified as proprietary
     information, if the disclosing party wishes to keep such information
     proprietary under this Agreement. Any such information disclosed under this
     Agreement shall be used by the recipient thereof only in its performance
     under this Agreement.

*** Confidential Treatment Requested

                                      8.
<PAGE>

     Neither party shall be liable for the inadvertent or accidental disclosure
of such information marked as proprietary, if such disclosure occurs despite the
exercising of the same degree of care as the receiving party normally takes to
preserve and safeguard its own proprietary information (but not less than
reasonable care) or if such information (i) is or becomes lawfully available to
the public from a source other than the receiving party before or during the
period of this Agreement: (ii) is released in writing by the disclosing party
without restrictions; (iii) is lawfully obtained by the receiving party from a
third party or parties without obligation of confidentiality; (iv) is lawfully
known by the receiving party prior to such disclosure; or (v) is at any time
lawfully developed by the receiving party completely independently of any such
disclosure or disclosures from the disclosing party.

     In addition, neither party shall be liable for the disclosure of any
proprietary information which it receives under this Agreement pursuant to
judicial action or decree, or pursuant to any requirement of any Government or
any agency or department thereof, having jurisdiction over such party, provided,
                                                                       --------
that in the reasonable opinion of counsel for such party such disclosure is
----
required, and provided further that such party to the extent reasonably
practical shall have given the other party notice prior to such disclosure.

                                      9.
<PAGE>

ARTICLE 9. TERMINATION

A.   Termination. In addition to any rights of termination provided in other
     -----------
     Articles of this Agreement, either party may terminate this Agreement by
     giving the other party written notice thereof in the event: (i) the other
     party materially breaches this Agreement and fails to cure such breach
     within thirty (30) days after receipt of written notice thereof (except
     that, if Customer fails to pay amounts due hereunder, such cure period
     shall be reduced to five (5) business days), or (ii) the other party is
     unable to perform its obligations as a result of it becoming insolvent or
     being unable to pay its debts as and when they fall due or ceasing or
     threatening to cease the whole or substantially the whole of its business
     or becoming the subject of insolvency proceedings, including without
     limitation, if the other party is judicially declared insolvent or
     bankrupt, or if any assignment is made of the other party's property for
     the benefit of its creditors or if a receiver, conservator, trustee in
     bankruptcy, administrator or other similar officer is appointed by a court
     of competent jurisdiction to take charge of all or any substantial part of
     the other party's property, or if a petition is filed by or against the
     other party to commence a winding up (and such petition is not dismissed
     within sixty (60) days after filing) or a resolution is passed by its
     shareholders to wind up the other party or any similar action or
     proceedings are commenced in any country with jurisdiction over the other
     party; or (iii) an Interruption continues for thirty (30) full consecutive
     days and the sole cause of the Interruption is a force majeure event as
     described in Article 10.A.

B.   Refunds. In the event of the ending of this Agreement pursuant to Article
     -------
     1.B., or in the event of termination by Customer pursuant to this
     Agreement, or in the event of termination by GECEL pursuant to Article
     9.A.(iii) above, Article 4.D. or Article 10.I. GECEL shall refund any
     portion of amounts paid by Customer to GECEL which relate to Service not
     provided by GECEL plus any credits that may be due to Customer.

                                      10.
<PAGE>

C.   Termination Liability. In the event of termination by GECEL for reasons
     ---------------------
     other than those reasons for termination by GECEL set forth in Article
     9.B., GECEL shall be entitled to retain all amounts paid by Customer to
     GECEL hereunder and any credits that may be due to Customer shall be
     forfeited. In addition, GECEL in its sole discretion may either elect to
     (i) pursue any rights and remedies it may have at law, in equity or
     otherwise or (ii) recover from Customer an amount equal to the net present
     value (as of the date of such termination) of the remaining unpaid Service
     charges. computed as if this Agreement remained in effect until the
     Projected Termination Date, utilizing a discount rate of 8% per annum plus
     late charges on such amount from the date of termination until payment in
     full ("Termination Value"). If GECEL elects (ii) above and recovers such
     amount, GECEL agrees to use reasonable efforts to obtain a qualified
     replacement customer(s), but shall not be required to obtain a customer(s)
     for service on the surrendered Transponder(s) before obtaining a
     customer(s) for any other unused transponder, to obtain any particular
     customer(s) or to set any particular minimum price in connection with such
     service. In the case GECEL does obtain a qualified replacement customer(s),
     GECEL thereafter shall pay to Customer ninety-five percent (95%) of the
     gross proceeds received by GECEL either (x) from the provision of service
     to such replacement customer(s) using the Transponder(s) prior to the
     Projected Termination Date, or (y) from the sale of the Transponder(s) to
     such replacement customer(s): provided, that in no event shall such payment
     exceed the Termination Value paid by Customer.

D.   Inability to Regain Transponder. On expiration or termination of this
     -------------------------------
     Agreement for any reason whatsoever or termination of Customer's
     entitlement to Service. the Customer's right to receive Service and use
     capacity on the Transponder shall immediately cease and GECEL shall be
     entitled to discontinue the Service. Customer hereby irrevocably authorizes
     GECEL to require Customer's uplink provider to discontinue the uplink
     service supporting the Service in such circumstances, without liability to
     GECEL, and Customer confirms that the uplink provider will be so entitled
     to discontinue service without reference to Customer. If upon expiration or
     termination of this Agreement for any reason by either party, GECEL is
     unable to regain the use of all, or any part of, the Transponder(s) free
     and clear of any claims, liens, encumbrances or security interests of any
     nature arising as a result of the use of the Transponder(s) by Customer or
     Customer's Designees, then in addition to all other remedies available to
     GECEL pursuant to this Agreement, at law, in equity, or otherwise, Customer
     shall be obligated, without regard to any such termination or expiration,
     to continue to pay GECEL the payments provided for in Article 2.

ARTICLE 10. GENERAL PROVISIONS

A.   Force Majeure. Except for the failure to make payment when due, neither
     -------------
     party will be liable to the other by reason of any failure in performance
     of this Agreement if the failure arises out of acts of God, acts of the
     other party, acts of government authority, strikes or other labour
     disturbances, or any other cause beyond the reasonable control of that
     party.

                                      11.
<PAGE>

B.   No Implied License. The provision of services or the conveying of any
     ------------------
     information under this Agreement shall not convey any license by
     implication, estoppel or otherwise, under any patents or other intellectual
     property rights of Customer or GECEL, General Electric Company, and their
     affiliates, contractors and vendors.

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

D.   No Waiver; Remedies Cumulative. No waiver, alteration, or modification of
     ------------------------------
     any of the terms of this Agreement will be binding unless in writing and
     signed by both parties. All remedies and rights hereunder and those
     available in law or in equity shall be cumulative and the exercise by a
     party of any such right or remedy shall not preclude the exercise of any
     other right or remedy available under this Agreement in law or in equity.

E.   Costs and Attorneys' Fees. In addition to all other amounts payable under
     -------------------------
     this Agreement, GECEL shall be entitled to recover from Customer (i) costs
     of collection of any such amounts, including reasonable attorneys' fees and
     disbursements and (ii) costs, including reasonable attorneys' fees and
     disbursements, incurred in seeking to prevent use of Service contrary to
     the terms of this Agreement.

F.   Governing Law and Jurisdiction. This Agreement shall be construed and
     ------------------------------
     enforced in accordance with the laws of England, excluding its conflicts of
     law rules. The parties hereby consent to and submit to the exclusive
     jurisdiction of the English courts, and any action or suit under this
     Agreement shall be brought by the parties in any court established or
     sitting in England with appropriate jurisdiction over the subject matter.
     The parties shall not raise in connection therewith, and hereby waive, any
     defenses based upon venue, inconvenience of the forum, lack of personal
     jurisdiction, sufficiency of service of process (as long as notice of such
     action or suit is furnished in accordance with Article 1.D. hereunder) or
     the like in any such action or suit.

G.   Statute of Limitations. Any action of any kind by either party arising out
     ----------------------
     of this Agreement must be commenced within two (2) years from the date the
     right, claim, demand or cause of action shall first arise.

H.   Headings; Severability; Customer Purchase Orders. All titles and headings
     ------------------------------------------------
     in this Agreement are for reference purposes only; they will not affect the
     meaning or construction of the terms of this Agreement. If any part or
     parts of this Agreement are held to be invalid, the remaining parts of the
     Agreement will continue to be valid and enforceable. Customer agrees that
     any purchase order or other similar document that Customer may issue in
     connection with this Agreement will be for Customer's internal purposes
     only and, therefore, even if acknowledged by GECEL, will not in any way add
     to, subtract from, or in any way modify the terms and conditions of this
     Agreement.

                                      12.
<PAGE>

I.   Assignment. Customer shall not assign or transfer its rights or obligations
     ----------
     under this Agreement without GECEL's prior written consent, which consent
     shall not be unreasonably withheld. Notwithstanding the foregoing, GECEL
     may elect, in lieu of consenting to an assignment (with or without
     conditions), to terminate this Agreement. If GECEL elects to terminate this
     Agreement in accordance with the preceding sentence, it shall so notify
     Customer within thirty (30) days after receipt of the request for consent
     to assignment. Whereupon Customer shall have a period of thirty (30) days
     within which to (a) accept termination and notify GECEL of the date on
     which such termination shall be effective (which date shall be not less
     than sixty (60) days nor more than one hundred twenty (120) days after the
     date of such notice from Customer to GECEL) or (ii) withdraw the request
     for consent to assignment and continue this Agreement in effect. If
     Customer does not exercise one of the options stated in the immediately
     preceding sentence within the applicable time limit, Customer shall be
     deemed to have exercised the option stated in clause (ii) of such sentence.

ARTICLE 11. DEFINITIONS

     As used in this Agreement:

                                      13.
<PAGE>

A.   "BSS" means Broadcasting Satellite Service as defined in the Radio
     Regulations (as amended from time to time) of the International
     Telecommunications Union.

B.   "End-of-Life" means the date on which, in GECEL's reasonable judgment, a
     satellite should be taken out of service because of insufficient fuel.

C.   "Failed Satellite" or "Satellite Failure" means as regards the Satellite:

     1.   where one or more of the basic subsystems fail, rendering the use of
          the Satellite for its intended purposes impractical, as determined by
          GECEL in its reasonable business judgment. or on which more than
          one-half of the GE-1E BSS transponders on the Ku-band payload are
          Transponder Failures; and

     2.   that GECEL has declared a failure.

D.   "Failed Transponder" or "Transponder Failure" means, with respect to any
     Transponder used to provide service to Customer under this Agreement, any
     of the following events:

     1.   such Transponder fails to meet the Transponder Performance
          Specifications in any material respect for any period of one hundred
          and twenty (120) consecutive hours:

     2.   twenty (20) or more creditable Interruptions of fifteen (15)
          continuous minutes or more in duration shall occur within any ninety
          (90) consecutive days; or

     3.   such Transponder shall fail to meet the Transponder Performance
          Specifications in any material respect for any period of time under
          circumstances that make it clearly ascertainable or predictable, based
          on satellite industry engineering standards, that any failure set
          forth in Paragraphs 1) or 2) above will occur.

     For purpose of this definition, measurement of periods of failure hereunder
shall commence when Customer has vacated its signal to permit verification of
the existence of the failure by GECEL.

                                      14.
<PAGE>

E.   "GE-1E" means the name of the service provided by GECEL on 16 transponders
     on the Satellite.

F.   "Interruption" means any period during which a Transponder fails to meet
     the Transponder Performance Specifications in any material respect and such
     circumstances preclude the use of the Transponder for its intended purpose.

G.   "Non-Preemptible Service" or "Non-Preemptible Transponder" means a
     satellite service or a transponder on which such service is provided that
     may not be preempted to restore another service or transponder and that is
     not itself entitled to be restored by preempting another transponder.

H.   "NSAB" means Nordiska Satellitaktiebolaget, a company jointly held by
     Swedish Space Corporation and Teracom Svensk Rundradio AB, organized under
     the laws of Sweden having its principal place of business at Solna, Sweden
     and Tele Danmark AS, organized under the laws of Denmark having its
     principal place of business at Copenhagen, Denmark.

I.   "PTS" means the Swedish National Post and Telecom Agency ("Post och
     Telestyrelsen").

J.   "Replacement Date" means the date on which a successor satellite to the
     Satellite or to the Ku-band payload of the Satellite is made capable of
     carrying communications traffic at the orbital location to which the
     Satellite is assigned.

K.   "Replacement Transponder" means a spare transponder amplifier and its
     associated components, which is accessible for purposes of providing
     restoration and which is capable of carrying communications traffic within
     the parameters as described in the transponder performance specifications
     for the transponder to be restored.

L.   "Reverse Contract Order" means, as to each GE-1E service or transponder on
     the Satellite, in order from the latest date on which a binding agreement
     for the taking of such service has been executed by both a customer and
     GECEL, to the earliest such date.

M.   "Satellite" means (1) the communications spacecraft designated "Sirius 2",
     or (2) if "Sirius 2" becomes a Satellite Failure, a suitable replacement,
     as determined by GECEL, in its sole and exclusive judgment if made
     available by GECEL. When used in the lower case, "satellite" means a
     domestic communications satellite operating in Ku-band.

N.   "Service" shall have the meaning provided in Article 1.A.

                                      15.
<PAGE>

O.   "Transponder" means a Ku-band radio frequency transmission channel on the
     Satellite, having a nominal bandwidth of 33 MHz, used to provide service to
     Customer pursuant to the terms of this Agreement. Customer acknowledges and
     agrees that due to circumstances including but not limited to the
     characteristics of Customer's traffic, Customer's ground segment
     configuration, and the characteristics of traffic on cross polarized
     transponders on the Satellite and of carriers on satellites in proximity to
     the Satellite, the entire 33 MHz of the Transponder may not be usable by
     Customer for the operation of all types of carriers. When used in the lower
     case, "transponder" means a Ku- band radio frequency transmission channel
     on a communications satellite.

     This Agreement contains the complete and exclusive understanding of the
parties with respect to the subject matter hereof and supersedes all prior
negotiations and agreements between the parties with respect thereto. To the
extent that any Attachment may be inconsistent with the text of the Agreement,
the text of the Agreement shall control.

Skycache, Inc.                                  GE Capital Europe Limited



By: /s/  Robert Dunham                          By: /s/ V.M. Agostinelli
    -------------------------------             --------------------------------
         (Signature)                                    (Signature)

Name: Robert Dunham                             Name: V.M. Agostinelli
     ------------------------------                  ---------------------------
        (Typed or Printed Name)                       (Typed or Printed Name)

Title: CFO                                      Title: GM
      -----------------------------                   --------------------------

Date: 11/1/99                                   Date: 6/11/99
     ------------------------------                  ---------------------------

                                      16.
<PAGE>

                                  ATTACHMENT A

                      TRANSPONDER PERFORMANCE SPECIFICATION

                                   BSS PAYLOAD

A.1 STATIONKEEPING TOLERANCES

plus or minus 0.1(degrees) North-South and plus or minus 0.05(degrees) East-West
maximum

A.2 EIRP and G/T

The minimum single carrier saturated EIRP and G/T at transponder center
frequency shall be as specified below. This is not inclusive of measurement
tolerance, which shall be a maximum of plus or minus 1.5 dB for EIRP and plus or
minus 2.0 dB for saturation flux density (SFD).

A.2.1 EIRP and G/T

The minimum EIRP shall be 49.0 dBW and minimum G/T shall be 3.0 dB/K within the
area defined by the following coordinates:

Longitude (degrees)            Latitude (degrees)

E 5.0                          N 53.2
W 2.5                          N 54.5
W 3.5                          N 48.0
W 2.2                          N 43.4
W 6.0                          N 43.6
W 5.5                          N 36.1
E 5.9                          N 43.3
E 16.1                         N 39.7
E 29.1                         N 38.7
E 26.3                         N 48.4
E 23.2                         N 55.3
E 20.5                         N 54.8
E 10.0                         N 54.4

A.2.2  SATURATION FLUX DENSITY (SFD)

The Saturation Flux Density as a 6 dB flux control attenuator setting shall be
-91 dBW/m2 for the G/T referenced above.

A.3 FREQUENCY RESPONSE

The frequency response (referenced to center frequency, without multipath, with
a measurement tolerance of plus or minus 0.5 dB) shall be:

                                      1.
<PAGE>

    -1.5 dB over central 20 MHz
    -2.0 dB over central 24 MHz
    -3.7 dB over central 33 MHz

A.4 GROUP DELAY

The group delay (referenced to center frequency, without multipath, with a
measurement tolerance of plus or minus 0.5 ns) shall be:

    18 ns over central 20 MHz
    25 ns over central 24 MHz
    98 ns over central 33 MHz

A.5 PAYLOAD REDUNDANCY

    Receivers:               4 for 2
    Transponder Amplifiers:  20 for 16; spares shared between BSS & FSS.

A.6 SYSTEM POLARIZATION ISOLATION (Uplink combined with downlink)

    29 dB minimum

A.7 TRANSPONDER BANDWIDTHS

The transponders have a 33 MHz nominal bandwidth with 38.36 MHz channel spacing.
Transponder center frequencies are shown in Table Al.

A.8 UPLINK GAIN COMPENSATION

Automatic Level Control (ALC) is capable of being enabled by ground command on a
channel-by-channel basis. Downlink EIRP will be maintained within plus or minus
1.0 dB of saturation for input levels ranging from saturation to 18 dB input
backoff.

A.9 TRANSPONDER GAIN SETTINGS

Flux control attenuators can be set by ground command in 2 dB (plus or minus 0.5
dB) steps from 0 dB to 18 dB.

                                      2.
<PAGE>

                                    Table A1

                               BSS FREQUENCY PLAN

                      Uplink     Downlink
       BSS            Center      Center
   Transponder      Frequency   Frequency       Downlink
      Number          (MHz)       (MHz)       Polarization
-------------------------------------------------------------

        01          17327.480   11727.480   HORIZONTAL LINEAR
        02          17346.660   11746.660   VERTICAL LINEAR
        03          17365.840   11765.840   HORIZONTAL LINEAR
        04          17385.020   11785.020   VERTICAL LINEAR
        05          17404.200   11804.200   HORIZONTAL LINEAR
        06          17423.380   11823.380   VERTICAL LINEAR
        07          17442.560   11842.560   HORIZONTAL LINEAR
        08          17461.740   11861.740   VERTICAL LINEAR
        09          17480.920   11880.920   HORIZONTAL LINEAR
        10          17500.100   11900.100   VERTICAL LINEAR
        11          17519.280   11919.280   HORIZONTAL LINEAR
        12          17538.460   11938.460   VERTICAL LINEAR
        13          17557.640   11957.640   HORIZONTAL LINEAR
        14          17576.820   11976.820   VERTICAL LINEAR
        15          17596.000   11996.000   HORIZONTAL LINEAR
        16          17615.180   12015.180   VERTICAL LINEAR
        17          17634.360   12034.360   HORIZONTAL LINEAR
        18          17653.540   12053.540   VERTICAL LINEAR
        19          17672.720   12072.720   HORIZONTAL LINEAR
        20          17691.900   12091.900   VERTICAL LINEAR
        21          17711.080   12111-080   HORIZONTAL LINEAR
        22          17730.260   12130.260   VERTICAL LINEAR
        23          17749.440   12149.440   HORIZONTAL LINEAR
        24          17768.620   12168.620   VERTICAL LINEAR
        25          17787.800   12187.800   HORIZONTAL LINEAR
        26          17806.980   12206-980   VERTICAL LINEAR
        27          17826.160   12226.160   HORIZONTAL LINEAR
        28          17845.340   12245.340   VERTICAL LINEAR
        29          17864.520   12264.520   HORIZONTAL LINEAR
        30          17883.700   12283.700   VERTICAL LINEAR
        31          17902.880   12302.880   HORIZONTAL LINEAR
        32          17922.060   12322-060   VERTICAL LINEAR
        33          17941.240   12341.240   HORIZONTAL LINEAR
        34          17960.420   12360.420   VERTICAL LINEAR
        35          17979.600   12379.600   HORIZONTAL LINEAR
        36          17998.780   12398.780   VERTICAL LINEAR
        37          18017.960   12417.960   HORIZONTAL LINEAR
        38          18037.140   12437.140   VERTICAL LINEAR
        39          18056.320   12456.320   HORIZONTAL LINEAR
        40          18075.500   12475.500   VERTICAL LINEAR

                                      1.
<PAGE>

                                      1.
<PAGE>

                                  ATTACHMENT B


                                   GE CAPITAL
                             EUROPE LIMITED (GECEL)



                               GE-1 E (SIRIUS 2)
                                  USERS GUIDE





                                                                   December 1997

                                      1.
<PAGE>

                               TABLE OF CONTENTS

SECTION                              TITLE                                 PAGE
-------                              -----                                 ----

1.0  SCOPE...................................................................1

2.0  BUSINESS INTERFACE......................................................1

3.0  TECHNICAL OPERATIONS INTERFACE..........................................1

4.0  TECHNICAL OPERATIONS PARAMETERS.........................................1

5.0  EARTH STATION REQUIREMENTS..............................................1

     5.1  Control............................................................1
     5.2  Antenna Patterns...................................................2
     5.3  Polarization Isolation.............................................2
     5.4  Spurious Emissions.................................................2
     5.5  Ground Station EIRP Stability......................................2
     5.6  Uplink Power Limits................................................3
     5.7  Power Settings.....................................................3
     5.8  Energy Dispersal...................................................3
     5.9  Frequency Stability................................................3
     5.10 Offset Frequencies.................................................3
     5.11 VITS...............................................................3
     5.12 Monitoring.........................................................4
     5.13 Transportable Earth Stations.......................................4
     5.14 Pointing Stability.................................................4
     5.15 Transmitter Termination............................................4
     5.16 Licensing..........................................................4

 6.0 SATELLITE BOX CENTER AND ANTENNA ALIGNMENT..............................4

 7.0 SATELLITE ACCESS........................................................5

 8.0 SINGLE CHANNEL PER CARRIER (SCPC) TRAFFIC...............................6

 9.0 TROUBLE REPORTING.......................................................6

10.0 CARRIER PARAMETERS......................................................7

     APPENDIX A - SATELLITE INFORMATION....................................A-1

     APPENDIX B - RECOMMENDED CARRIER PARAMETERS...........................B-1

                                      1.
<PAGE>

1.0  SCOPE
     -----

This document outlines the technical requirements and procedures for the use of
the spacecraft. The spacecraft offers performance; however, the users must
adhere to GECEL technical standards in order to insure optimum performance for
themselves and other users.

2.0  BUSINESS INTERFACE
     ------------------
Arrangements for transponder service on the satellite should be made through
GECEL's headquarters in Princeton, New Jersey, USA.

3.0  TECHNICAL OPERATIONS INTERFACE
     ------------------------------

The primary technical operations interface for spacecraft users shall be the
NSAB Technical Control Center (TCC) located in Kiruna Sweden. The phone number
for the TCC is 46 9 807 2120 or 2122.

4.0  TECHNICAL OPERATIONS PARAMETERS
     -------------------------------

The Customer shall develop the required Link Analysis for its proposed service
for submittal to GECEL. The Customers proposed satellite transmission parameters
will be reviewed to assure that they will not cause unacceptable degradation or
interference to other traffic on the Satellite or on other satellites.

5.0  EARTH STATION REQUIREMENTS
     --------------------------

Earth stations accessing the Satellite shall meet the requirements contained in
the following subparagraphs. GECEL reserves the right to physically inspect the
earth station to insure compliance with these requirements.

     5.1  Control

The earth station shall be under the control of trained technicians at all
times. The telephone number of the control point for the earth station shall be
on file at GECEL's TOC and the NSAB TCC. The technician at the control point
shall have the ability and authority, without reference to other management, to
cease transmission at any time if directed by GECEL.

     5.2  Antenna Patterns

The transmitting earth stationsshall meet the following characteristics.

<TABLE>
<S>                             <C>                                           <C>
     Off Axis Co-Polar Gain     (less than or equal to)21-20 log(theta)       dBi for 0.10(degrees)(less than)(theta)
                                                                              (less than or equal to)0.32(degrees)
                                (less than or equal to)5.7-53.2(theta)2       dBi for 0.32(degrees)(less than)(theta)
                                                                              (less than or equal to)0.54 (degrees)
                                (less than or equal to)28-25 log(theta)       dBi for 0.54(degrees)(less than)(theta)
                                                                              (less than or equal to)36.31(degrees)
                                (less than or equal to)-10                    dBi for 36.31(degrees)(less than)(theta)
     Cross-Polar Gain           (less than or equal to)Gmax-35                dBi for 0(degrees)(less than)(theta)
                                                                              (less than or equal to)1.91(degrees)
                                (less than or equal to)28-25 log(theta)       dBi for 1.91(degrees)(less than)(theta)
                                                                              (less than or equal to)36.31(degrees)
                                (less than or equal to)-10                    dBi for 36.31(degrees)(less than)(theta)
</TABLE>
<PAGE>

Antennas not meeting these patterns shall be identified to GECEL and may be
conditionally accepted on a case by case basis.

     5.3  Polarization Isolation

The on-axis system polarization isolation, as measured by the TCC, shall be -29
dB or better (transmit antenna, spacecraft, receive antenna). The uplink
facilities shall be capable of maintaining this minimum isolation at all times.
Periodic checks will be made by TCC to insure compliance.

     5.4  Spurious Emissions

Spurious emissions transmitted from the Customers earth station will meet the
following characteristics:

<TABLE>
     <S>                       <C>                            <C>
     Spurious Radiation        (less than or equal to)4       dBW/4 kHz (excluding multicarrier modulation)
     Digital Carrier Spectral  (less than or equal to)12      dBW/4 kHz
     Sidelobes                 (less than or equal to)42      dBW/12.5 MHz
</TABLE>

     5.5  Ground Station EIRP Stability

The EIRP of any carrier transmitted to the Satellite, measured in a continuous
24-hour period, shall not vary by more than (plus or minus)0.5 dB. Stations
employing uplink power control shall not exceed authorized satellite flux
densities by more than 1 dB at any time.

Uplink power control shall be performed in an automated fashion and the response
of the system shall be sufficiently agile to guarantee that the flux density at
the satellite never exceeds the nominal value by more than 1 dB.

Earth stations without uplink power control may not change the uplink power for
any reason without prior approval of the TCC.

     5.6  Uplink Power Limits

The maximum uplink power from the Customer's earth station shall be approved and
monitored by the TCC. Only sufficient power required to saturate the transponder
or establish the optimum operating point for the transponder, as determined by
GECEL, shall be used. Under no circumstances shall the maximum uplink EIRP
exceed 83.5 dBW.

     5.7  Power Settings

The TCC will assist the customer in assuring correct power settings. Once
determined, the customer shall keep a record in the station log of the power
settings for each transponder and type of service. If the earth station
configuration is changed in any way that affects uplink EIRP,
<PAGE>

the TCC shall be contacted and arrangements made for the TCC to work with the
customer to reestablish the operating parameters.

     5.8  Energy Dispersal

An energy dispersal (ED) waveform shall be applied to analog TV carriers. The
triangular ED baseband waveform shall be phase locked to the video frame rate
(PAL: 25 Hz, NTSC: 30 Hz) and its transition points synchronized to the field
blanking periods. The RF deviation caused by the ED shall be:

     For BSS:    (plus or minus)300 kHz with video present and (plus or
                 minus)600 kHz if video is lost.
     For FSS:    (plus or minus)500 kHz with video present and (plus or
                 minus)1MHz if video is lost.

     5.9  Frequency Stability

The frequency stability for the uplink carrier shall meet the following:

Full Transponder Analog or Digital
Services                              (plus or minus)250 kHz
Partial Transponder Services (plus or minus)0.1 % of the occupied carrier
bandwidth

     5.10 Offset Frequencies

Modulators with offset center frequencies, which result in an asymmetrical
distribution of power around the assigned center frequency, shall not be used.

     5.11 VITS

GECEL recommends that all customers transmitting television programming include
Vertical Interval Test Signals (VITS) as part of their transmission. This will
allow the TCC to assist customers in the event of transmission problems.

     5.12 Monitoring

The TCC requires the capability to monitor unscrambled video of all of GECEL's
customers. It is therefore required that the Customer furnish a descrambler to
the TCC at no cost to GECEL or the TCC.

     5.13 Transportable Earth Stations

Customers using transportable earth stations must meet all of the requirements
noted herein. In addition, the Customer must supply to the TCC and GECEL the
antenna model and manufacturer, and the uplinked signal must contain an
Automatic Transmitter Identification System (ATIS).
<PAGE>

     5.14 Pointing Stability

Uplink antenna pointing stability shall be such that environmental conditions
(wind loading, thermal, etc.) will not cause antenna movement producing more
than a (plus or minus)1 dB change in flux density at the satellite. Under no
circumstances may the antenna violate the cross-polarization requirements stated
above.

     5.15 Transmitter Termination

Removing the Radio Frequency (RF) drive to the input of the earth station power
amplifier is not sufficient to terminate transmissions. Termination of
transmissions must be accomplished by either (a) switching the power amplifier
into a waveguide load or (b) disconnecting the power amplifier from its power
source.

     5.16 Licensing

The customer is responsible for following the Telecommunications Regulations of
the country wherein the antenna(s), both transmit and receive, is (are) located
and to secure any permits and/or licenses required to operate on the Satellite.

6.0  SATELLITE BOX CENTER AND ANTENNA ALIGNMENT
     ------------------------------------------

All geosynchronous spacecraft move about in latitude, longitude and altitude
within their defined stationkeeping box. The Satellite will be maintained within
(plus or minus)0.05 longitude and plus or minus 0.1 latitude. Periodically, the
spacecraft will be in the center of the box. The box center data will be
available from the TCC and should be utilized to align non-tracking earth
station antennas on the satellite. Once aligned, the antenna should not have to
be adjusted again in azimuth and elevation unless the antenna is moved or
damaged. Polarization may have to be optimized by the TCC when a carrier is
first transmitted.

7.0  SATELLITE ACCESS
     ----------------
Access to a transponder on the Satellite is arranged by calling the TCC. The
procedure for accessing the Satellite is as follows:

     a)   The Customer's earth station shall call the TCC, identify their
          company name and transmit city location and request access to the
          satellite and transponder. The TCC will determine that the request is
          valid for the customer.

     b)   Based on the transmission parameters for the Customer's service, the
          TCC will configure the transponder accordingly (attenuator setting,
          ALC on/off, etc.)

     c)   The earth station shall be aligned with the appropriate pointing and
          polarization setting on the satellite. The associated uplink equipment
          shall be operated at the frequency and uplink power levels established
          by GECEL and the TCC.

     d)   The TCC will monitor the downlink of the transponder being accessed
          and direct the customer to transmit a CW clean (no modulation)
          carrier. When the carrier is
<PAGE>

          up, the TCC will verify the power operating point and polarization
          isolation. If they are not correct, the TCC will assist the customer
          earth station in optimizing the transmission. When optimized, the TCC
          will direct that modulation by applied and will check for correct
          deviation. If all parameters are within specifications, the customer
          will be notified that the transmission is acceptable. The transmitter
          power settings should be noted and entered in the users station log.
          If possible, a power meter on the transmitter output coupler should be
          used for higher accuracy. The technicians will then exchange initials
          and both activities will log the event. If the earth station cannot
          meet the transmission requirements, the TCC will direct the carrier to
          be taken down until the problem can be corrected.

     e)   For a saturated single-carrier service, the transponder saturation
          point will be determined using the 5:10 method. The TCC will direct
          the customer to bring up a CW carrier and raise power until saturation
          is achieved. Uplink power will then be reduced until the downlink
          carrier level drops by 5 dB. At this point, the uplink power level
          will be noted and then increased +10 dB. Modulation will be applied to
          the carrier and the resulting uplink carrier power reading is the
          transponder saturation point and should be entered into the user's
          station log. If possible, a power meter should be utilized for higher
          accuracy.

     f)   If a customer's service will utilize the Automatic Level Control (ALC)
          mode of the transponder, the transponder will be initially configured
          in linear mode. The input attenuator will be set to the amount of
          uplink overdrive specified in the customer's transmission parameters.
          Saturation level, using the 5:10 method above, will be established.
          The customer will then switch the power amplifier into a waveguide
          load without changing the uplink power level previously set. The TCC
          will then reconfigure the transponder into ALC mode and the customer
          will reapply the power amplifier output to the antenna.

     g)   The customer may continue to operate his carrier within the previously
          agreed upon schedule as long as the carrier remains within the
          technical requirements. If the carrier exceeds tolerances or is
          causing interference to other users of the Satellite or other
          satellites, the TCC shall direct that the user cease transmission
          immediately. The customer shall insure that the duty staff has
          standing authorization to respond to such requests without referrals
          to other authorities. The customer shall cease transmission until the
          problem is corrected. Before resuming transmission, the customer must
          contact the TCC to verify that the problem has been resolved.

8.0  SINGLE CHANNEL PER CARRIER (SCPC) TRAFFIC
     -----------------------------------------

Special considerations must be observed for SCPC traffic, in addition to those
contained in Section 7 above. Since SCPC carriers share the available bandwidth
and power of the transponder, any change to assigned allocations can affect all
traffic within the transponder. When an order is accepted by GECEL for SCPC
service, the allowable power and bandwidth that may be used by the customer is
precisely specified. It is very important that SCPC power level, center
frequency and carrier bandwidth be initially adjusted while being monitored and
<PAGE>

under the direction of the TCC. The user may not, without prior coordination
with GECEL and the TCC, make any modifications to their SCPC power, center
frequency or bandwidth. Uncoordinated variation of carrier parameters can cause
interference and degradation of service to other carriers within the
transponder.

Some customers are allocated a percent of total transponder power and bandwidth
or assigned a specific power level to be used within a specific frequency range.
These customers must submit and maintain traffic plans to GECEL and the TCC
summarizing their proposed operations within the allocated space segment. These
customers will be responsible for assuring that their individual carriers do not
exceed their contracted allocations or cause interference into other customers.
The Satellite's transponders will be monitored continuously to verify SCPC power
and bandwidth assignments.

9.0  TROUBLE REPORTING

Customers should immediately report to the TCC any instances of interference to
their transmissions. The TCC will assist in trying to identify the source of the
interference and will contact any likely potential interferers. It should be
recognized, however, that it is sometimes very difficult to identify the source
of interference.

Suspected degradation of transponder performance shall be reported to the TCC.
The customer may be required to release the transponder as a mutually acceptable
time to allow the TCC time for transponder performance testing.

Please note that for purposes of determining billing credits for service
outages, the length of interruption is measured from the time the customer
notifies the TCC of the interruption to the time when the customer is notified
by the TCC that the interruption has been resolved.

In the event that it becomes necessary to escalate service problems beyond the
primary level, the customer is afforded the opportunity to contact GECEL
managerial personnel for assistance in resolving the problem.

10.0  CARRIER PARAMETERS
      ------------------

Appendix B contains suggested carrier parameters for digital and analog
services. The customer should coordinate with GECEL and the TCC should the
customer desire to transmit signals not referenced in Appendix B or deviate from
the parameters contained in Appendix B.
<PAGE>

                                   APPENDIX A

                            GE1E SATELLITEINFORMATION

                                   BSS PAYLOAD



A.1  TRANSPONDER BANDWIDTHS

The transponders have a 33 MHz nominal bandwidth with 38.36 MHz channel spacing.
Transponder center frequencies are shown in Table Al.

A.2  UPLINK GAIN COMPENSATION

Automatic Level Control (ALC) is capable of being enabled by ground command on a
channel-by-channel basis. Downlink EIRP will be maintained within (plus or
minus)1 dB of saturation for input levels ranging from saturation to 18 dB input
backoff.

A.3  TRANSPONDER GAIN SETTINGS

Flux control attenuators can be set by ground command in 2 dB ((plus or minus)
0.5 dB) steps from 0 dB to 18 dB.
<PAGE>

                                    Table A1

                               BSS FREQUENCY PLAN

                     Uplink     Downlink
       BSS           Center      Center
   Transponder     Frequency   Frequency       Downlink
     Number          (MHz)       (MHz)       Polarization

       01          17327.480   11727.480   HORIZONTAL LINEAR
       02          17346.660   11746.660   VERTICAL LINEAR
       03          17365.840   11765.840   HORIZONTAL LINEAR
       04          17385.020   11785.020   VERTICAL LINEAR
       05          17404.200   11804.200   HORIZONTAL LINEAR
       06          17423.380   11823.380   VERTICAL LINEAR
       07          17442.560   11842.560   HORIZONTAL LINEAR
       08          17461.740   11861.740   VERTICAL LINEAR
       09          17480.920   11880.920   HORIZONTAL LINEAR
       10          17500.100   11900.100   VERTICAL LINEAR
       11          17519.280   11919.280   HORIZONTAL LINEAR
       12          17538.460   11938.460   VERTICAL LINEAR
       13          17557.640   11957.640   HORIZONTAL LINEAR
       14          17576.820   11976.820   VERTICAL LINEAR
       15          17596.000   11996.000   HORIZONTAL LINEAR
       16          17615.180   12015.180   VERTICAL LINEAR
       17          17634.360   12034.360   HORIZONTAL LINEAR
       18          17653.540   12053.540   VERTICAL LINEAR
       19          17672.720   12072.720   HORIZONTAL LINEAR
       20          17691.900   12091.900   VERTICAL LINEAR
       21          17711.080   12111.080   HORIZONTAL LINEAR
       22          17730.260   12130.260   VERTICAL LINEAR
       23          17749.440   12149.440   HORIZONTAL LINEAR
       24          17768.620   12168.620   VERTICAL LINEAR
       25          17787.800   12187.800   HORIZONTAL LINEAR
       26          17806.980   12206.980   VERTICAL LINEAR
       27          17826.160   12226.160   HORIZONTAL LINEAR
       28          17845.340   12245.340   VERTICAL LINEAR
       29          17864.520   12264.520   HORIZONTAL LINEAR
       30          17883.700   12283.700   VERTICAL LINEAR
       31          17902.880   12302.880   HORIZONTAL LINEAR
       32          17922.060   12322.060   VERTICAL LINEAR
       33          17941.240   12341.240   HORIZONTAL LINEAR
       34          17960.420   12360.420   VERTICAL LINEAR
       35          17979.600   12379.600   HORIZONTAL LINEAR
       36          17998.780   12398.780   VERTICAL LINEAR
       37          18017.960   12417.960   HORIZONTAL LINEAR
       38          18037.140   12437.140   VERTICAL LINEAR
       39          18056.320   12456.320   HORIZONTAL LINEAR
       40          18075.500   12475.500   VERTICAL LINEAR
<PAGE>

                                   APPENDIX B

                         RECOMMENDED CARRIER PARAMETERS

B.1  REFERENCE DOCUMENTS
     -------------------
<TABLE>
-----------------------------------------------------------------------------------------
           <S>                  <C>
           ETS 300 421          Digital broadcasting system for television, sound and
                                data services, Framing structure, channel coding and
                                modulation, Satellite systems.
-----------------------------------------------------------------------------------------
           ISO/TEC DIS 13818-1  MPEG2 Systems
-----------------------------------------------------------------------------------------
           ISO/TEC DIS 13818-2  MPEG2 Video
-----------------------------------------------------------------------------------------
           ISO/TEC DIS 13818-3  MPEG2 Audio
-----------------------------------------------------------------------------------------
           Rec. ITU-R BT.470-3  Television Systems
-----------------------------------------------------------------------------------------
           Rec. ITU-R BO.650-2  Specifications for the MAC/Packet Family
-----------------------------------------------------------------------------------------
           DVB doc. April 94    Background Documents on Digital Video Broadcasting
-----------------------------------------------------------------------------------------
           ETR 154              Implementation guidelines for the use of MPEG-2 Systems,
                                Video and Audio in satellite and cable broadcasting
                                application in Europe
-----------------------------------------------------------------------------------------
           Rec. ITU-R F.405-1   Pre-emphasis characteristics for frequency modulation
                                radio-relay systems for television
-----------------------------------------------------------------------------------------
</TABLE>

B.2  DIGITAL SIGNALS
     ---------------

     Signals according to ETSI
     ETS 300-241                         (DVB)
     Maximum Aggregate Bit Rate:         55.0 Mbps
     Forward Error Correction Rates:     1/2, 2/3, 3/4, 5/6 or 7/8
     Reed Solomon:                       204/188
     Modulation:                         QPSK
     Maximum Transmit Symbol Rate:       27.5 Mbaud

     .    The Maximum Aggregate Bit Rate includes Forward Error Correction and
          Reed-Solomon encoding.

B.3  D2-MAC
     ------

     Video/Audio/Data: D2-MAC/packet system according to Rec. ITUI-R B0.650-2
     Modulation Parameters:
          Video Deviation:         16 MHz/V
          Video Pre-emphasis:      Rec ITU-R BO.650-2
          Energy Dispersal:        (plus or minus)600 kHz, 25 Hz

     B.4 PAL
         ---
<PAGE>

     Video:    PAL/625 lines according to Rec. ITUI-R BT.470
     Audio:    Analog and/or digital subcarriers
     Modulation:      Frequency Modulation (FM)
     Modulation Parameters:
          Video Deviation:         16 MHz/V
          Video Pre-emphasis:      Rec ITU-R F.405-1, 625 lines
          Energy Dispersal:        (plus or minus)300 kHz, 25 Hz

     Audio Subcarrier Frequencies*

          Mono:    6.50 MHz
          Stereo:  7.02 / 7.20 MHz
     Audio Pre-emphasis:
          Mono:    50 (micro)s
          Stereo:  Panda 1
     Audio Deviation:
          Mono:    90 kHz p-p for 0 dBrn
          Stereo:  35 kHz p-p for 0 dBm
<PAGE>

                                  Attachment C

                               CLEAN, IRREVOCABLE
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     GE Capital Europe Limited
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<PAGE>

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                                    [NAME OF ISSUING BANK]


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