<PAGE>   1
                                                                   EXHIBIT 10.15

                             SKYSTREAM CORPORATION

                           NONEXCLUSIVE INTERNATIONAL
                     VALUE ADDED RESELLER ("VAR") AGREEMENT

This Agreement, dated May 16, 1999, is made between SkyStream Corporation
("SKYSTREAM"), a California corporation doing business at 555 Clyde Avenue,
Suite B, Mountain View, California 94043 and Miralite Communications, a
California corporation ("Reseller"), doing business at 4041 MacArthur Blvd.,
suite 490 Newport Beach CA 92660.


                                    RECITALS

A.   SKYSTREAM sells those certain digital broadcast networking products known
     as the Integrator product family, as defined in Exhibit C ("Products" as
     further defined below).

B.   Reseller wishes to have certain non-exclusive rights to market and
     distribute such Products worldwide in combination with Reseller's products.

THEREFORE, SKYSTREAM and Reseller agree as follows:

1.   DEFINITIONS.

     1.1   Dollars. "Dollars" means United States Dollars.

     1.2   End User. "End User" means a customer of Reseller, who is authorized
           by an end user software license agreement to use the Software on the
           purchased Products for the End User's internal business purposes.

     1.3   Effective Date. "Effective Date" means the date first written above.

     1.4   Intellectual Property Rights. "Intellectual Property Rights" means
           patent rights (including but not limited to rights in patent
           applications or disclosures and rights of priority), copyright
           (including but not limited to rights in audiovisual works and moral
           rights), trade secret rights, and any other intellectual property
           rights recognized by the law of each applicable jurisdiction.

                                      -1-
<PAGE>   2
     1.5  Marks. "Marks" means SKYSTREAM's trademarks, trade names, service
          marks, and/or service names.

     1.6  Reseller Products. "Reseller Products" means the computer software
          and/or hardware and related documentation that are distributed by
          Reseller in combination with the Products.

     1.7  Products. "Products" means SKYSTREAM Integrators, as listed in Exhibit
          C, including accompanying Software and any additions and enhancements
          provided for use with the units.

     1.8  Software. "Software" means SKYSTREAM Integrator software as listed in
          Exhibit C.

     1.9  Source Code. "Source Code" means software in human-readable form,
          including programmers' comments, data files and structures, header and
          includes files, macros, object libraries, programming tools not
          commercially available, technical specifications, flowcharts and logic
          diagrams, schematics, annotations and documentation reasonably
          required or necessary to enable an independent third party programmer
          with reasonable programming skills to create, operate, maintain,
          modify and improve the software without the help of any other person.

2.   DISTRIBUTION OF PRODUCTS

     2.1  Reseller Appointment. SKYSTREAM hereby appoints Reseller as a
          nonexclusive reseller of the Products to End-Users for End User's
          internal use in conjunction with Reseller Products.

     2.2  Added Value. In the exercise of Reseller's rights under this
          Agreement, Reseller will sell the Products to the End User singularly
          or in combination with Reseller Products.

     2.3  Relabeling. Subject to prior approval by SKYSTREAM, Reseller may
          relabel the Products with Reseller's name and logo.

     2.4  Documentation. Subject to the terms of this Agreement, SKYSTREAM
          grants Reseller a nonexclusive license during the term of this
          Agreement to use, modify, create derivative works of and distribute
          SKYSTREAM's documentation for the Products to the End User. SKYSTREAM
          will make available SKYSTREAM's End User documentation to Reseller, as
          it is updated and modified from time to time, without additional
          charge. Reseller will provide copies of such modifications to
          SKYSTREAM upon SKYSTREAM's request.

                                      -2-

<PAGE>   3

2.5     Marketing Collateral. SKYSTREAM agrees to sell, subject to
        availability, copies of its marketing literature to reseller on an
        at-cost basis. SKYSTREAM reserves all rights associated with such
        marketing literature. Reseller agrees to obtain prior written approval
        of SKYSTREAM's Vice President of Marketing for all marketing literature
        it shall prepare that pertain to the Products.

2.6     Grant of License. Subject to the terms of this Agreement, SKYSTREAM
        grants Reseller a limited license to use the Software in connection with
        the demonstration of the products and in connection with the
        configuration and support of the Products for End Users. All such use
        shall be subject to the terms of the End User Software License attached
        hereto as Exhibit A.

2.7     No Sale of Services. Reseller will not use the Products in any manner to
        provide service bureau, time sharing, or other computer services to
        third parties.

2.8     No Reverse Engineering. Reseller will not disassemble, decompile, or
        reverse engineer the Products.

2.9     Limited Rights. Reseller's rights in the Products will be limited to
        those expressly granted in this Agreement.

2.10    Terms and Conditions of Sale. Except as modified herein, all sales to
        Reseller are subject to SKYSTREAM's Terms and Conditions of Sale, a copy
        of which is attached hereto as Exhibit B, and which is made a part of
        this Agreement as if set forth herein.

2.11    Pricing to Reseller. The price paid by Reseller to SKYSTREAM shall be
        established at the time of acceptance of Reseller's purchase order. A
        list of SKYSTREAM's current prices for sales to Reseller is attached
        hereto as Exhibit D. SKYSTREAM reserves the right to adjust the prices
        paid by Reseller at SKYSTREAM's discretion. Nothing in this Agreement
        will be construed to restrict Reseller's ability to set prices to its
        customers.

3.      SOFTWARE

3.1     Limited Distribution. Reseller is permitted to market and distribute
        SKYSTREAM Software only in connection with the sale of the Products to
        the End User.

3.2     End User Software License.

        (a)     Reseller agrees:

                (i)     to include the following language in all sales
                        quotations and offers to



                                      -3-
<PAGE>   4
                    sell the Products;

                    "The [name of Product] is sold subject to the terms on an
                    End User Software License. The use of the [name of Product]
                    is contingent upon the acceptance by the purchaser of the
                    terms of the End User Software License."

          (ii)      to provide a copy of the End User Software License, in the
                    form attached hereto as Exhibit A, to any potential
                    purchaser who shall request a copy prior to sale;

          (iii)     to package and to install the Products in such a manner
                    that Reseller's customer is provided with a meaningful
                    opportunity to review and agree to the End User Software
                    License before installing or using any of the Products; and

          (iv)      to agree to accept for return and refund any unused
                    Products in the event that Reseller's customer does not
                    agree to accept any of the terms of the End User Software
                    License or of the terms of any other software license
                    required to use the Products.

     (b)  In connection of SkyStream's not requiring a written End-User
          Software License signed by Reseller's customer as a precondition to
          the sale or transfer of the Products, Reseller agrees to indemnify
          SkyStream for any and all damages that may arise as a result of (i)
          Reseller's breach of Section 3.2(a) or (ii) the failure for any
          reason of a customer of Reseller to be bound by the terms of the End
          User Software License.

3.3  License Only. Notwithstanding the use herein of the word "sell" and
     variants thereof, all Software is licensed to the Reseller and the End
     User and is not sold. SKYSTREAM, or the licensors through which SKYSTREAM
     obtained the rights to distribute Software, retain title to the Software,
     whether the Software is separate or combined with any other products,
     including Reseller Products, and Reseller shall transfer Software only to
     the extent that such transfer is incidental to the resale or lease of the
     Products. The End User is licensed by SKYSTREAM directly to use the
     Software solely in conjunction with the use of the Products and further
     subject to the terms of the End User Software License.

3.4  Proprietary Software. The Software is proprietary to SKYSTREAM and/or its
     suppliers and is copyrighted. Without SKYSTREAM's prior written approval,
     Reseller shall not separate the Software from the Products as shipped by
     SKYSTREAM, nor shall Reseller disassemble, de-compile, reverse-engineer,
     copy, modify, or otherwise change any of the Software or its form.
     Reseller shall protect



                                      -4-

<PAGE>   5
     the Software from any disclosure or use in violation of this Agreement.
     Reseller shall not be entitled to receive Source Code.

3.5  Software Revisions. In the event SKYSTREAM, at its sole discretion,
     provides Reseller with revised copies of the Software, Reseller shall,
     according to SKYSTREAM's instructions, replace copies of the Software from
     the Products with the revised Software. Reseller shall dispose of the
     replaced Software in accordance with SKYSTREAM's instructions. SKYSTREAM
     shall have the right to inspect Reseller's inventory of Software and
     replaced Software at any time on reasonable notice.

4.   MAINTENANCE, SUPPORT, AND TRAINING.

4.1  By Reseller. Reseller will be responsible for providing the following
     support to the End User: installing the Products as needed; training the
     End User; and providing all direct first level technical support to the
     End User, including problem analysis and using its reasonable efforts
     to provide solutions and error correction for the products consistent with
     Reseller's standard service and support policies and procedures. Reseller
     agrees to provide a substantially similar level of support to that
     SkyStream provides to its direct customers, which must include, at a
     minimum, 24x7 telephone support, and at least 2 hours of on-site training
     to the End User. A copy of SkyStream's direct SkySupport service agreement
     is attached in Exhibit E. Reseller agrees to use best efforts to ensure
     that training of Reseller's personnel occurs within the first 90 days of
     the execution of this Agreement. Reseller agrees to maintain a minimum of
     2 fully trained service personnel at all times, which personnel must
     attend training, to be paid for by Reseller, at least once every 6 months.

4.2  By SKYSTREAM. SKYSTREAM will not be responsible for providing support to
     the End User. SKYSTREAM will provide Reseller with:

     (i)  commercially reasonable efforts to correct any non-conformity with
          the Software Feature Specification Documents for the applicable
          version of the Software;

     (ii) technical training, to consist of one training class given over one
          and one-half (1 1/2) eight-hour days and which may be attended by up
          to three Reseller personnel onsite at SKYSTREAM's Mountain View,
          California office, provided that Reseller pays the travel and living
          expenses of such personnel designated to receive the training, or at
          Reseller's headquarters, provided that Reseller pays the travel and
          living expenses of SKYSTREAM's training personnel; training class for
          additional personnel will be quoted by SKYSTREAM separately;



                                      -5-


<PAGE>   6
          (iii) upon continued payment of an annual Maintenance Fee (the
                "Maintenance Fee") in the amount currently set forth on Exhibit
                D, as SKYSTREAM may change from time to time, payable in full
                with each sale to Reseller and thereafter on the nearest of
                February 15, May 15, August 15 and November 15 following the one
                year anniversary of the date of each sale to Reseller, SKYSTREAM
                agrees to provide reasonable access to SKYSTREAM's technical
                personnel for inquiries from Reseller relating to the Products
                during standard SKYSTREAM business hours, generally Monday
                through Friday from nine a.m. to five p.m. Pacific Standard
                Time, and access to SKYSTREAM's technical call center 24 hours a
                day, 7 days a week, where SKYSTREAM agrees to respond to any
                Reseller inquiry within four business hours of initial call
                placement. In the case of upgrades to a previously purchased
                Product, the Maintenance Fee shall be payable on the upgrade at
                the time of sale to Reseller and thereafter at the time the
                Maintenance Fee is payable on the Product for which the upgrade
                was purchased. Payment of this recurring Maintenance Fee does
                not entitle Reseller or End User to, and shall not be construed
                as either full or partial payment for, software upgrades with
                new functionality as defined by SKYSTREAM;

          (iv)  upon fourteen days notice, technical consulting services at a
                location to be designated by Reseller, at SKYSTREAM's current
                hourly rate for such services as may be adjusted by SKYSTREAM
                from time to time, provided that Reseller shall also reimburse
                SKYSTREAM for all associated travel and living expenses in
                connection with such services. SKYSTREAM's current technical
                consulting hourly rate is included on SKYSTREAM's price list for
                sales to Resellers, a copy of which is attached hereto as
                Exhibit D;

5.   CONFIDENTIALITY.

     5.1  Obligations. Each party agrees that it will not disclose to any third
          party or use any Products or other Confidential Information disclosed
          to it by the other party, except to carry out its rights and
          obligations under this Agreement, and that it will take all
          reasonable measures to maintain the confidentiality of all
          Confidential Information in its possession or control, which will in
          no event be less than the measures it uses to maintain the
          confidentiality of its own information of similar importance.
          Confidential Information includes all information designated by a
          party as confidential or proprietary within a reasonable time of its
          disclosure or which a reasonable person would expect to be treated as
          confidential.

     5.2  Exceptions. "Confidential Information" will not include information
          that:

          (i)   is in or enters public domain without breach of this Agreement;



                                      -6-

<PAGE>   7

            (ii)  is lawfully obtained by the receiving party without breach of
                  a nondisclosure obligation;

            (iii) is independently developed or already in the possession of
                  the receiving party as shown by the receiving party's
                  contemporaneous records; or,

            (iv)  is required by law to be disclosed, provided that the
                  receiving party gives prompt written notice of such
                  requirement prior to disclosure.

      5.3   Injunctive Relief. Each party acknowledges that the improper
            disclosure of the other's confidential information could cause
            substantial harm to the other party that could not be remedied by
            the payment of damages alone. Accordingly, either party will be
            entitled to preliminary and permanent injunctive relief and other
            equitable relief for any breach of this Agreement or misuse of
            Confidential Information by SKYSTREAM, Reseller or the End User, as
            applicable.

6.    INTELLECTUAL PROPERTY RIGHTS.

      6.1   Notices. Reseller will not delete or in any manner alter the
            Intellectual Property Rights notices of SKYSTREAM  and its
            suppliers, if any, appearing on the Products as delivered to
            Reseller.

      6.2   Reseller's Duties. Reseller will take customary measures in the
            marketing and distribution of the Products to protect SKYSTREAM's
            Intellectual Property Rights in the Products, no less than the
            extent to which Reseller protects its Intellectual Property Rights
            in Reseller's Products, and will, to the extent lawful, report
            promptly to SKYSTREAM any confirmed infringement of such rights of
            which Reseller becomes aware.

      6.3   Trademarks. Subject to the terms and conditions of this Agreement,
            SKYSTREAM grants Reseller a nonexclusive license for the term of
            this Agreement to use the Marks in Reseller's marketing of the
            Products, providing that such use is in accordance with SKYSTREAM's
            trademark usage guidelines then in effect. Such use must reference
            the Marks as being owned by SKYSTREAM. Nothing in this Agreement
            grants Reseller ownership or any rights in or to use the Marks,
            except in accordance with this license, and Reseller's use of the
            Marks will inure to the benefit of SKYSTREAM. The rights granted to
            Reseller in this license will terminate upon any termination or
            expiration of this Agreement. Upon such termination or expiration,
            Reseller will no longer make any use of any Marks. SKYSTREAM will
            have the exclusive right to own, use, hold, apply for registration
            for, and register the Marks during the term of, and after the
            expiration or termination of, this Agreement; Reseller will neither
            take nor authorize any activity inconsistent with such exclusive
            right.


                                      -7-
<PAGE>   8
7.   INFRINGEMENT INDEMNITY

     7.1   Reseller Warranty.

           (a)   Reseller warrants that it owns all the rights to the
                 Confidential Information provided to SKYSTREAM, and that such
                 items are free of any restrictions, settlements, judgments, or
                 adverse claims. Reseller warrants that it has the full power
                 and authority to supply and to disclose such information to
                 SKYSTREAM.

           (b)   Reseller warrants that it has not improperly or unlawfully
                 acquired the information and processes submitted to SKYSTREAM.

     7.2   Reseller Indemnification. Reseller agrees to indemnify SKYSTREAM
           against, and to hold SKYSTREAM harmless of and from, any loss, cost,
           damage, liability, suit, judgment, or expense, including legal fees
           (collectively, "Harm") arising out of any breach of the warranties
           set forth in Section 7.1.

     7.3   SKYSTREAM Indemnification and Defense. Subject to the limitations
           hereinafter set forth, Reseller agrees that SKYSTREAM has the right
           to defend, or at its option to settle, and SKYSTREAM agrees, at its
           own expense, to defend or at its option to settle, any claim, suit or
           proceeding (collectively, "Action") brought against Reseller alleging
           that the use or distribution of the Products infringes or
           misappropriates any copyright or trade secret. SKYSTREAM shall have
           sole control of any such Action or settlement negotiations, and
           SKYSTREAM agrees to pay, subject to the limitations set forth in
           Sections 7 and 8, any settlement costs or final judgment entered
           against Reseller as a result of such infringement. Reseller agrees
           that SKYSTREAM at its sole option shall be relieved of the foregoing
           obligations unless Reseller notifies SKYSTREAM promptly in writing of
           such Action and gives SKYSTREAM authority to proceed as contemplated
           herein, and, at SKYSTREAM's expense, gives SKYSTREAM proper and full
           information and assistance to settle and/or defend any such Action.
           If the Products, or any part thereof, are, or in the opinion of
           SKYSTREAM may become, the subject of any Action for infringement of
           any intellectual property right, or if a judicial or other
           governmental authority enjoins the use or distribution of Products as
           a result of an Action defended by SKYSTREAM, then SKYSTREAM may, at
           its option and expense: (i) procure for Reseller the right to
           distribute or use, as appropriate, the Products; (ii) replace the
           Products with other suitable Products; (iii) suitably modify the
           Products; or (iv) if the foregoing alternatives cannot be
           accomplished on a commercially reasonable basis as determined in
           SKYSTREAM's sole discretion, require Reseller to return such Products
           and refund the aggregate payments paid therefor by Reseller, less a
           reasonable sum for use and damage. Reseller shall indemnify and hold
           harmless SKYSTREAM from and against any and all third party claims
           arising out of the

                                      -8-
<PAGE>   9
          distribution of Products after SKYSTREAM has required Reseller to
          return such Products or arising out of any exclusions to SKYSTREAM's
          indemnification obligations set forth in Section 7.4. SKYSTREAM shall
          not be liable for any costs or expenses incurred without its prior
          written authorization.

     7.4  SKYSTREAM limitations.

          (a)  Notwithstanding the provisions of Section 7.3 above, SKYSTREAM
               assumes no liability for (i) any infringement claims (including
               without limitation combination or process patents) arising out
               of the combination of a Product or use with other hardware,
               software or other items not provided by SKYSTREAM to the extent
               such infringement would not have occurred absent such
               combination or use; (ii) the modification of the Products, or
               any part thereof, unless such modification was made by
               SKYSTREAM; or (iii) any infringement claims arising out of
               SKYSTREAM's compliance with Reseller's specifications or designs.

          (b)  SKYSTREAM's obligation to indemnify Reseller does not extend to
               any Action arising from a claim of infringement by the
               manufacture, use or sale of Products that conform to any
               technical standard adopted by an international organization such
               as the International Organization for Standardization, the
               International Electrotechnical Commission, and the CCITT/ITU,
               including, without limitation, the MPEG, JPEG and H.261
               standards.

     7.5  Entire Liability. THE FOREGOING PROVISION OF THIS SECTION 7 STATE THE
          ENTIRE LIABILITY AND OBLIGATION OF SKYSTREAM AND THE EXCLUSIVE REMEDY
          OF RESELLER AND ITS CUSTOMERS WITH RESPECT TO ANY ALLEGED
          INFRINGEMENT OF COPYRIGHTS, TRADEMARKS, PATENTS OR OTHER INTELLECTUAL
          PROPERTY RIGHTS BY THE PRODUCTS.

8.   LIMITATIONS OF LIABILITY.

     8.1  Total Liability. Except as set forth in Section 7 each party's
          liability for a breach of this Agreement under this Agreement will be
          limited to the Payments received or due from Reseller under this
          Agreement.

     8.2  Exclusion of Damages. Except as set forth in Section 7 neither party
          will be liable to the other for any special, incidental, or
          consequential damages, whether based on breach of contract, tort
          (including negligence), product liability, or otherwise, and whether
          or not such party has been advised of the possibility of such damage.


                                      -9-
<PAGE>   10

        8.3     No Warranty. Except as set forth in Section 7 and except as set
                forth in Section 13 of the Terms and Conditions of Sale,
                attached as Exhibit B, SkyStream makes no warranty, express or
                implied, in connection with the Products, including the results
                and performance thereof, including without limitation any
                implied warranties of merchantability or fitness for a
                particular purpose or noninfringement.

9.      TERMINATION.

        9.1     Term. The term of this Agreement will begin on the Effective
                Date and will continue for a period designated in Exhibit D,
                unless it is terminated earlier in accordance with the
                provisions hereof. This Agreement may be renewed for additional
                periods upon the mutual written agreement of the parties,
                although each party acknowledges that the other is under no
                obligation to do so.

        9.2     Events of Termination. Either party will have the right to
                terminate this Agreement (i) for convenience and without cause,
                upon thirty (30) days written notice to the other party, or
                (ii) if the other party breaches any material term or condition
                of this Agreement and fails to cure such breach within thirty
                (30) days after written notice.

        9.3     Effect of Termination.

                (a)     Upon termination or expiration of this Agreement,
                        Reseller will (except as specified in subsection (b)
                        below) immediately return to SKYSTREAM or (at
                        SKYSTREAM's request) destroy all Source Code, Software
                        (except for Software residing on a SKYSTREAM Product)
                        and other Confidential Information in its possession or
                        control, and an officer of Reseller will certify to
                        SKYSTREAM in writing that Reseller has done so.

                (b)     Upon termination or expiration of this Agreement,
                        SKYSTREAM will have the option, in its sole discretion,
                        of:

                        (i)     electing, at any time, to offer maintenance and
                                support for the Products directly to End Users
                                in accordance with SKYSTREAM's then applicable
                                terms and conditions for such services; or

                        (ii)    permitting Reseller to continue to provide
                                maintenance and support for the Products to its
                                End Users upon the terms and conditions of
                                Section 4.

        9.4     Nonexclusive Remedy. The exercise by either party of any remedy
                under this Agreement will be without prejudice to its other
                remedies under this Agreement or otherwise.



                                      -10-
<PAGE>   11
     9.5  Survival. The rights and obligations of the parties contained in
          Sections 5, (Confidentiality), 6 (Intellectual Property Rights), 7
          (Infringement Indemnity), 8 (Limitations of Liability), 9
          (Termination) and 10 (General) will survive the termination or
          expiration of this Agreement.

10.  GENERAL.

     10.1 Publicity. Reseller agrees to use best efforts in the preparation of
          a press release announcing the execution of this Agreement.

     10.2 Binding Effect. This Agreement will bind and inure to the benefit of
          each party's permitted successors and assigns.

     10.3 Governing Law. This Agreement will be governed by and construed in
          accordance with the laws of the State of California applicable to
          agreements between California residents entered into and to be
          performed entirely within California, without reference to conflict of
          law principles. Any dispute or claim arising out of this Agreement
          will be resolved by binding arbitration in the county of Santa Clara
          in accordance with the complex commercial litigation rules of the
          American Arbitration Association. The arbitrator will have the power
          to grant any form of relief, including preliminary and permanent
          injunctive relief, which a judge in California with jurisdiction could
          fashion, and judgment on any award may be entered in any court in
          California with jurisdiction. Nonetheless, the parties may seek
          temporary or permanent injunctive relief from any court in California
          with jurisdiction without breaching this Section 10.3 or otherwise
          abridging the authority of the arbitrator.

     10.4 Severability. If any provision of this Agreement is found invalid or
          unenforceable, that provision will be enforced to the maximum extent
          permissible and the other provisions of this Agreement will remain
          in force.

     10.5 Force Majeure. Except for payments due under this Agreement, neither
          party will be responsible for any failure to perform due to causes
          beyond its reasonable control (each a "Force Majeure"), including,
          but not limited to, acts of God, war, riot, embargoes, acts of civil
          or military authorities, denial of or delays in processing of export
          license applications, fire, floods, earthquakes, accidents, strikes,
          or fuel crises, provided that such party gives prompt written notice
          thereof to the other party. The time for performance will be extended
          for a period equal to the duration of the Force Majeure, but in no
          event longer than sixty days.

     10.6 Notices. All notices under this Agreement will be deemed given when
          delivered personally, sent by confirmed facsimile transmission, or
          sent by certified or registered U.S. mail or recognized express
          courier, return receipt requested, to the address as



                                      -11-

<PAGE>   12
          first shown on this Agreement or as may otherwise be specified by
          either party to the other in accordance with this section.

     10.7 Independent Contractors. The parties to this Agreement are
          independent contractors. There is no relationship of partnership,
          joint venture, employment, franchise, or agency between the parties.
          Neither party will have the power to bind the other or incur
          obligations on the other's behalf without the other's prior written
          consent.

     10.8 Waiver. No failure of either party to exercise or enforce any of its
          rights under this Agreement will act as a waiver of such rights.

     10.9 Entire Agreement. This Agreement and its exhibits (A, B and C) are
          the complete and exclusive agreement between the parties with respect
          to the subject matter hereof, superseding and replacing any and all
          prior agreements, communications, and understandings (both written
          and oral) regarding such subject matter. This Agreement may only be
          modified, or any rights under it waived, by a written document
          executed by both parties.



                  [Remainder of Page Intentionally Left Blank]



                                      -12-

<PAGE>   13
The parties have caused this Agreement to be executed by their duly authorized
representatives as of the Effective Date.

RESELLER                                SKYSTREAM CORPORATION

Signature: /s/ KEVIN KNICKERBECKER     Signature: /s/ DAN RIORDAN
           -------------------------               -------------------------

Name: Kevin Knickerbecker              Name: Dan Riordan
      ------------------------------          ------------------------------

Title: V.P. Sales                       Title: VP Sales
       -----------------------------           -----------------------------

Date: 5/13/99                           Date: 5/26/99
      ------------------------------          ------------------------------

Facsimile:                              Facsimile:
           -------------------------               -------------------------






                 [Signature Page to Nonexclusive VAR Agreement]



                                      -13-



<PAGE>   14
                                   EXHIBIT A

                             SKYSTREAM CORPORATION

                           END USER SOFTWARE LICENSE

                         SOFTWARE LICENSE AND WARRANTY

ATTENTION!

Use of the software program on the enclosed disks and/or installed on the
computer is subject to the terms of the License Agreement printed on the
license card, in the license booklet, or in the user documentation. You should
not use this software until you have read the License Agreement.

By using the software, you signify that you have read the License Agreement and
accept its terms.

LICENSE

SkyStream hereby grants to the Customer a limited, non-exclusive license to use
the Software provided solely on the terms and conditions contained herein.
"Software" means each software program provided by SkyStream in machine
readable, object, printed or interpreted form.

LIMITATIONS ON USE

The Software is licensed to the Customer solely for Customer's internal use on
the purchased SkyStream equipment and may not be used for any other purpose or
application.

The customer is licensed to use the Software only on the designated SkyStream
equipment. The Software may not be used by Customer on any other computer, on
any other SkyStream or similar equipment, or at any other location, except as
agreed by SkyStream in writing.

Customer will not:

 -- Copy all or any part of the Software, except that Customer may make one copy
    of the Software solely for backup purposes for its own exclusive use,
    provided that customer shall reproduce and include on such backup copy
    SkyStream's proprietary rights notice.

 -- Use, print, copy, modify or display the software, in whole or in part,
    except as specifically authorized by this Agreement.

 -- Sublicense, assign, resell, or otherwise transfer the Software to any third
    party. Any attempted such sublicense, sale, assignment or transfer shall be
    void and shall be deemed a material breach of this agreement.

 -- Reverse engineer, duplicate or otherwise reproduce the Software.



<PAGE>   15
Customer acknowledges that this Agreement does not grant to Customer, and
Customer will not acquire hereby, any rights to patents, copyrights, trade
secrets, trade names, trademarks (whether registered or unregistered), or any
other proprietary rights in or to the Software, all of which are expressly
retained by SkyStream.

Customer acknowledges that the laws and regulations of the United States may
restrict the export and re-export of the Software or media in any form without
appropriate United States and foreign government approval.

If Customer is a unit or agency of the United States Government or is acquiring
the Software and Documentation for any such unit or agency, the following apply:

o  If the unit or agency is the Department of Defense (DOD), the Software and
   its accompanying documentation are classified as "commercial computer
   software" and "commercial computer software documentation," respectively,
   and, pursuant to DFAR Section 227.7202, the Government is acquiring the
   Software and such documentation with terms of the Agreement.

o  If the unit or agency is other than DOD, the Software and its accompanying
   documentation are classified as "commercial computer software" and
   "commercial computer software documentation," respectively, and pursuant to
   FAR Section 12.212, the Government is acquiring the Software and such
   documentation in accordance with the terms of this Agreement.

WARRANTY

SkyStream makes no warranty, express or implied, in connection with the
Software, including the results and performance thereof, including without
limitation any implied warranties of merchantability or fitness for a
particular purpose or non-infringement.

LIMITATION OF LIABILITY

The maximum liability of SkyStream to Customer for damages relating to this
agreement for any and all causes whatsoever, and Customer's maximum remedy,
regardless of the form of action, whether in contract, tort or otherwise, shall
be limited to the total fees paid by Customer to SkyStream hereunder. In no
event shall SkyStream be liable for any lost data or content, lost profits, or
business interruption, or for any indirect, incidental, special, consequential,
exemplary or punitive damages arising out of or relating to the Software
provided hereunder, even if SkyStream has been advised of the possibility of
such damages.

TECHNICAL SUPPORT

For technical support, contact SkyStream Customer Support through the World
Wide Web (www.skystream.com) or via e-mail (support@skystream.com).
<PAGE>   16
                                   EXHIBIT B

                             SKYSTREAM CORPORATION

                          TERMS AND CONDITIONS OF SALE


1.   Applicability of Terms and Conditions of Sale

     THE FOLLOWING TERMS AND CONDITIONS OF SALE ("AGREEMENT") APPLY TO ALL
     QUOTATIONS FOR PRODUCTS ("PRODUCTS") ISSUED BY SKYSTREAM CORPORATION
     ("SKYSTREAM") TO BUYER. SKYSTREAM'S ACCEPTANCE OF ANY BUYER PURCHASE ORDER
     IS EXPRESSLY CONDITIONED ON BUYER'S ASSENT TO THIS AGREEMENT. NO TERMS OR
     CONDITIONS SET FORTH IN BUYER'S PURCHASE ORDER, TO WHICH NOTICE OF
     OBJECTION IS HEREBY GIVEN, OR IN ANY FUTURE CORRESPONDENCE BETWEEN BUYER
     AND SKYSTREAM SHALL ALTER OR SUPPLEMENT THIS AGREEMENT UNLESS BOTH PARTIES
     HAVE AGREED IN WRITING TO MODIFY THIS AGREEMENT. Neither SKYSTREAM's
     commencement of performance nor delivery shall be deemed or construed as
     acceptance of Buyer's additional or different terms and conditions.

2.   Price

     2.1  Unless otherwise stated in writing by SKYSTREAM, all prices quoted are
          in U.S. Dollars and expire 30 days after the date of a quotation.

     2.2  Unless otherwise stated in writing by SKYSTREAM, all prices quoted
          shall be exclusive of transportation, insurance, federal, state,
          local, use, sales, property (ad valorem) and similar taxes or duties
          now in force or hereafter enacted. Buyer agrees to pay all taxes, fees
          or charge of any nature whatsoever imposed by any governmental
          authority on, or measured by, the transaction between Buyer and
          SKYSTREAM, in addition to the prices quoted or invoiced. In the event
          that SKYSTREAM is required to collect the foregoing, such amounts will
          appear as separate items on SKYSTREAM's invoice. Buyer agrees to
          provide SKYSTREAM with a valid resale certificate for the Products
          purchased for resale.

     2.3  Notwithstanding anything to the contrary herein, in the event a
          quotation is issued pursuant to a current written purchase agreement
          between SKYSTREAM and Buyer, the quotation shall remain valid for the
          period specified or until the expiration date of the ordering period
          of any such purchase agreement, whichever occurs first.

3.   Payment Terms

<PAGE>   17
     3.1  All invoices are payable thirty (30) days from date of invoice. No
          discounts are authorized. Interest on late payments shall accrue at
          the rate of one and one half percent (1.5%) per month or the highest
          legal rate, whichever is lower. SKYSTREAM may at any time require that
          shipments be made on a C.O.D. or cash-with-order basis.

     3.2  Until the purchase price and all other charges payable to SKYSTREAM
          hereunder have been received in full, SKYSTREAM hereby retains, and
          Buyer hereby grants to SKYSTREAM, a security interest in the Products
          delivered to Buyer and any proceeds therefrom. Buyer agrees to
          promptly execute all documents reasonably requested by SKYSTREAM to
          perfect and protect such security interest. In the event Buyer fails
          promptly to execute such documents, Buyer hereby appoints SKYSTREAM
          its attorney-in-fact for the sole purpose of executing such documents,
          which appointment shall be a power coupled with an interest and shall
          be irrevocable.

     3.3  Should Buyer become delinquent in the payment of any sum due
          hereunder, SKYSTREAM shall not be obligated to continue performance
          hereunder, including without limitation shipment of any previously
          accepted orders.

     3.4  Buyer warrants to SKYSTREAM that it is financially solvent on the date
          on which it places an order and expects to be solvent on the date of
          receipt of shipment. SKYSTREAM reserves the right to change the credit
          terms provided herein, when in SKYSTREAM's opinion the financial
          condition or previous payment record of Buyer so warrants.

4.   Delivery Dates

     4.1  All shipments are subject to SKYSTREAM's availability schedule.
          SKYSTREAM will use commercially reasonable efforts to meet any
          delivery date(s) requested in Buyer's order; provided however, that
          SKYSTREAM will not be liable under any circumstances for its failure
          to meet such delivery date(s). Any delivery dates provided by
          SKYSTREAM to Buyer are best estimates only.

     4.2  SKYSTREAM shall have the right to make partial shipments and payment
          therefore shall be made in the manner described in Section 3.1 above.

     4.3  SKYSTREAM shall have the right to make shipments at any time before or
          after the requested delivery date and payment therefore shall be made
          in the manner described in Section 3.1 above.

5.   Packing

     All Products shall be packed, if appropriate, for shipment and storage in
     accordance with standard commercial practices. All packing will conform to
     requirements of carrier's
<PAGE>   18

        tariffs. When special or export packaging is requested or, in the
        opinion of SKYSTREAM, required under the circumstances, the cost of
        such special import packaging, if not set forth on the invoice, will be
        separately invoiced.

6.      Shipment & Acceptance

        6.1     F.O.B. Point. All prices are F.O.B. (as defined in the Uniform
                Commercial Code as implemented by the state of California,
                U.S.A.) SKYSTREAM's Mountain View location unless otherwise
                agreed to in writing. Buyer will pay all transportation and
                insurance charges after delivery to the F.O.B. point. Unless
                otherwise indicated by SKYSTREAM, Buyer is obligated to obtain
                insurance covering damage to the goods being shipped.

        6.2     Method of Shipment. Subject to this Section 6.2, SKYSTREAM will
                ship in accordance with Buyer's shipping instructions. In the
                absence of specific instructions or if Buyer's instructions are
                deemed unsuitable, SKYSTREAM reserves the right to ship by the
                most appropriate method.

        6.3     Title and Risk of Loss. Title to the Products and risk of loss
                and damage shall pass to Buyer upon delivery to the F.O.B.
                point.

        6.4     Acceptance. Products shall be deemed to have been accepted by
                Buyer unless Buyer provides written notice to SKYSTREAM to the
                contrary within thirty (30) days from the date of delivery to
                the F.O.B. point. Such written notice shall request a Return
                Material Authorization ("RMA") number and the terms and
                conditions that apply to warranty returns under Section 13.2
                shall apply to returns under this Section 6.4.

7.      Changes and Cancellations

        7.1     Subject to the additional charges set forth below and to
                Section 7.2, standard Product orders may be canceled per the
                following schedule:

<TABLE>
<CAPTION>
   DAYS PRIOR TO SCHEDULED                             PERCENTAGE OF ORDER WHICH
SHIPMENT DATE TO F.O.B. POINT                               MAY BE CANCELED
<S>                                                    <C>
          0-30 Days                                             0%
         31-60 days                                            25%
         61-90 days                                            50%
          91+ days                                            100%
</TABLE>

In the event that Buyer cancels any order more than thirty (30) days but fewer
than ninety (90) days prior to the scheduled delivery date (to the F.O.B.
point) for such order, Buyer


<PAGE>   19
     shall promptly pay to SKYSTREAM a restocking/cancellation fee equal
     to fifteen percent (15%) of the purchase price for the Product subject to
     such order.

     7.2  Standard Product orders may be rescheduled per the following schedule:

<TABLE>
<CAPTION>
        DAYS PRIOR TO SCHEDULED                        PERCENTAGE OF ORDER WHICH
     SHIPMENT DATE TO F.O.B. POINT                        MAY BE RESCHEDULED
     -----------------------------                     --------------------------
     <S>                                               <C>
                0-30 days                               may not be rescheduled
               31-60 days                               25% may be rescheduled up to four weeks out
               61-90 days                               50% may be rescheduled up to four weeks out
               91+   days                              100% may be rescheduled
</TABLE>

     7.3  Non-standard Products (customer special and certain designated
          Products) may have different cancellation and reschedule terms, and
          require advance payment.

     7.4  If Buyer terminates individual orders in whole or in part because of
          SKYSTREAM's failure to timely deliver, Buyer's sole remedy shall be
          entitlement to cancel the undelivered quantity of any individual
          order.

     7.5  No cancellation of any purchase order for default shall be effective
          unless SKYSTREAM has failed to correct such alleged default within
          thirty (30) days after receipt by SKYSTREAM of a written notice by
          Buyer of such default.

8.   Software

     "Software" shall mean each software program provided by SKYSTREAM in
     machine-readable, object, printed, or interpreted form. SKYSTREAM shall
     retain all right, title and ownership of any Software provided to Buyer or
     its end users. SKYSTREAM sells its products to Buyer only to the extent
     that such products consist of non-software items on the terms specified
     herein. Use of the terms "sell," "purchase," "purchase price" and similar
     terms are to be interpreted in accordance with this Section. Use of
     Software is governed by the provisions of the Software License, a copy of
     which Buyer has received and executed.

9.   Confidential Information

     9.1  It is understood that during the term of this Agreement, parties may
          receive Confidential Information belonging to the other party. If any
          Confidential Disclosure Agreements have been executed, such
          Agreements are incorporated herein by reference.

<PAGE>   20
     9.2  Confidential Information shall include information submitted in
          writing, and covers, but is not limited to, Software, designs,
          performance data, system bugs, and test programs.

     9.3  The parties shall protect the disclosed Confidential Information, by
          using the same degree of care, but not less than a reasonable degree
          of care, to prevent the unauthorized use, dissemination or
          publication of the Confidential Information, as the recipient party
          uses to protect its own Confidential Information of a like nature.
          Both SKYSTREAM and Buyer shall restrict the dissemination of such
          Confidential Information only to those personnel of each who require
          access thereto, in order to perform this Agreement.

     9.4  The obligation to protect the Confidential Information shall survive
          for three (3) years following the expiration or termination of this
          Agreement.

     9.5  The obligation to protect the Confidential Information shall not
          extend to information which:

          (a)  Was already lawfully known or acquired by the receiving party
               prior to the receipt from the disclosing party;

          (b)  Is or becomes generally known to the public through no wrongful
               act of the receiving party;

          (c)  Is received from a third party without similar restriction and
               without breach of these or similar conditions; or

          (d)  Is independently developed by the receiving party by personnel
               without access to the Confidential Information.

10.  Intellectual Property Warranty and Indemnity

     10.1 Buyer warrants that it owns all the rights to the information and
          processes including specifications, designs, instructions and
          Confidential Information provided to SKYSTREAM, and that such items
          are free of any restrictions, settlements, judgments, or adverse
          claims. Buyer warrants that it has the full power and authority to
          supply and to disclose such information to SKYSTREAM.

     10.2 Buyer warrants that it has not improperly or unlawfully acquired the
          information and processes submitted to SKYSTREAM.

     10.3 Buyer agrees to indemnify SKYSTREAM against, and to hold SKYSTREAM
          harmless of and from, any loss, cost, damage, liability, suit,
          judgment, or expense,


<PAGE>   21

        including legal fees (collectively, "Harm") arising out of any breach of
        the warranties set forth in Section 10.1 or Section 10.2.

10.4    Subject to the limitations hereinafter set forth, Buyer agrees that
        SKYSTREAM has the right to defend, or at its option to settle, and
        SKYSTREAM agrees, at its own expense, to defend or at its option to
        settle, any claim, suit or proceeding (collectively, "Action") brought
        against Buyer alleging that the use or distribution of the Products in
        the United States infringes or misappropriates any copyright or trade
        secret. Notwithstanding the above, SKYSTREAM's obligations with respect
        to any claims to the object code within Products are subject to the
        Software License. SKYSTREAM shall have sole control of any such Action
        or settlement negotiations, and SKYSTREAM agrees to pay, subject to the
        limitations set forth in Section 14, any final judgment entered against
        Buyer as a result of such infringement in any such Action defended by
        SKYSTREAM. Buyer agrees that SKYSTREAM at its sole option shall be
        relieved of the foregoing obligations unless Buyer notifies SKYSTREAM
        promptly in writing of such Action and gives SKYSTREAM authority to
        proceed as contemplated herein, and, at SKYSTREAM's expense, gives
        SKYSTREAM proper and full information and assistance to settle and/or
        defend any such Action. If the Products, or any part thereof, are, or in
        the opinion of SKYSTREAM may become, the subject of any Action for
        infringement of any intellectual property right, or if a judicial or
        other governmental authority enjoins the use or distribution of Products
        as a result of an Action defended by SKYSTREAM, then SKYSTREAM may, at
        its option and expense: (i) procure for Buyer the right to distribute or
        use, as appropriate, the Products; (ii) replace the Products with other
        suitable Products; (iii) suitably modify the Products; or (iv) if the
        foregoing alternatives cannot be accomplished on a commercially
        reasonable basis as determined in SKYSTREAM's sole discretion, require
        Buyer to return such Products and refund the aggregate payments paid
        therefor by Buyer, less a reasonable sum for use and damage. Buyer shall
        indemnify and hold harmless SKYSTREAM from and against any and all third
        party claims arising out of the distribution of Products after SKYSTREAM
        has required Buyer to return such Products or arising out of any
        exclusions to SKYSTREAM's indemnification obligations set forth in
        Section 10.5. SKYSTREAM shall not be liable for any costs or expenses
        incurred without its prior written authorization.

10.5    Notwithstanding the provisions of Section 10.4 above, SKYSTREAM assumes
        no liability for (i) any infringement claims (including without
        limitation combination or process patents) arising out of the
        combination of a Product or use with other hardware, software or other
        items not provided by SKYSTREAM to the extent such infringement would
        not have occurred absent such combination or use; (ii) the modification
        of the Products, or any part thereof, unless such modification was made
        by SKYSTREAM; or (iii) any infringement claims arising out of
        SKYSTREAM's compliance with Buyer's specifications or designs.

<PAGE>   22
     10.6  SKYSTREAM's obligation to indemnify Buyer does not extend to any
           Action arising from a claim of infringement by the manufacture, use
           or sale of Products that conform to any technical standard adopted by
           an international organization such as the International Organization
           for Standardization, the International Electrotechnical Commission,
           and the CCITT/ITU, including, without limitation, the MPEG, JPEG and
           H.261 standards.

     10.7  THE FOREGOING PROVISIONS OF THIS SECTION 10 STATE THE ENTIRE
           LIABILITY AND OBLIGATION OF SKYSTREAM AND THE EXCLUSIVE REMEDY OF
           BUYER AND ITS CUSTOMERS WITH RESPECT TO ANY ALLEGED INFRINGEMENT OF
           COPYRIGHTS, TRADEMARKS, PATENTS OR OTHER INTELLECTUAL PROPERTY RIGHTS
           BY THE PRODUCTS.

     10.8  SKYSTREAM shall have the right but, except as provided by Section
           10.4, not the obligation, to exclusively settle any claim, suit or
           proceeding brought against Buyer so far as it is based on an
           allegation that any Product or service furnished hereunder infringes
           a patent, copyright or other intellectual property right of any
           country. Buyer shall provide SKYSTREAM with prompt notice of any such
           claim, suit or proceeding.

11.  Intellectual Property Rights

     11.1  Buyer hereby grants SKYSTREAM a license under any patent required to
           enable SKYSTREAM to perform its obligations pursuant to this
           Agreement. This license shall extend for the duration of this
           Agreement.

     11.2  No provision in this Agreement shall be interpreted as a grant by
           SKYSTREAM to Buyer of a license to use SKYSTREAM's service marks or
           trade marks.

     11.3  The Products are offered for sale and are sold by SKYSTREAM subject
           in every case to the condition that such sale does not convey any
           license expressly or by implication, to manufacture, reverse
           engineer, duplicate or otherwise copy or reproduce any of the
           Products or any part thereof.

12.  Termination by SKYSTREAM

     12.1  In the event of any proceedings, voluntary or involuntary, in
           bankruptcy or insolvency by or against Buyer, or in the event of the
           appointment, with or without Buyer's consent, of an assignee for the
           benefit of creditors, or of a receiver, SKYSTREAM may elect to
           immediately cancel any purchase order previously accepted by
           SKYSTREAM.

     12.2  In the event Buyer has materially breached this Agreement, including
           but not limited to failure to comply with credit terms, and has not
           cured such breach

<PAGE>   23

                within 30 days after receiving notice thereby by SKYSTREAM,
                SKYSTREAM may immediately cancel any purchase order previously
                accepted by SKYSTREAM.

13.     Limited Warranty

        13.1    The Products are warranted against defects in material and
                workmanship for a period of ninety (90) days from the date of
                shipment to the F.O.B. point provided that the foregoing
                warranty shall not apply to defects that reasonably could have
                been discovered by Buyer during the 30 day period following
                delivery to the F.O.B. point. This limited warranty does not
                cover the results of accident, abuse, neglect, improper
                testing, vandalism, acts of God, use contrary to specifications
                or instructions, or repair or modification by anyone other than
                SKYSTREAM or SKYSTREAM's authorized agents. SKYSTREAM SHALL
                HAVE NO OBLIGATION UNDER THIS WARRANTY, AND MAKES NO
                REPRESENTATIONS AS TO PRODUCTS THAT HAVE BEEN MODIFIED BY BUYER
                OR ITS CUSTOMERS. The foregoing warranty extends only to Buyers
                who are SKYSTREAM customers, and not Buyer's customers or other
                users of Buyers' Products. The foregoing warranty does not
                apply to any used or modified Products, or software within the
                Products, which is subject to the Software License.

        13.2    If the Product does not conform to the foregoing warranties,
                Buyer may, at its own risk and expense, return the allegedly
                defective Product directly to SKYSTREAM during the Warranty
                Period. In order to do so, Buyer must first notify SKYSTREAM in
                writing of the alleged defect and request a return material
                authorization ("RMA") number. Within five (5) days of its
                receipt of the RMA number, Buyer shall ship to SKYSTREAM the
                allegedly defective Product, freight prepaid, to SKYSTREAM, and
                shall include a notation of the RMA number. Any Products
                returned to SKYSTREAM without an authorized RMA number may be
                returned to Buyer, freight collect. Upon receipt of the
                Product, SKYSTREAM, at its option, will repair or replace the
                Product and ship the repaired or replaced Product to Buyer at
                SKYSTREAM's expense and risk, or refund the purchase price. If
                SKYSTREAM determines that any returned Product conformed to the
                warranties, SKYSTREAM will return the Product to Buyer at
                Buyer's expense and risk, along with a written statement
                setting forth the basis for SKYSTREAM's conclusion that the
                returned Product was not defective, and Buyer agrees to pay
                SKYSTREAM's reasonable costs of handling and testing.

        13.3    THE REMEDIES PROVIDED HEREIN ARE BUYERS' SOLE AND EXCLUSIVE
                REMEDIES FOR BREACH OF WARRANTY BY SKYSTREAM. SKYSTREAM
                SPECIFICALLY DISCLAIMS ALL OTHER EXPRESS, IMPLIED OR STATUTORY
                WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF FITNESS FOR A
                PARTICULAR PURPOSE, IMPLIED WARRANTIES OF FITNESS FOR A
                PARTICULAR PURPOSE, MERCHANTABILITY OR NONINFRINGEMENT. NO
                PERSON IS



<PAGE>   24
               AUTHORIZED TO MAKE ANY OTHER WARRANTY OR REPRESENTATION
               CONCERNING THE PERFORMANCE OF THE PRODUCTS OTHER THAN AS PROVIDED
               IN THIS SECTION

14.  Limitation of Liability

     NEITHER SKYSTREAM NOR ITS SUPPLIERS SHALL BE LIABLE TO BUYER FOR ANY
     DAMAGES WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY
     CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY
     (i) FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL OR INDIRECT DAMAGES OF ANY
     SORT EVEN IF SKYSTREAM OR ITS SUPPLIERS HAVE BEEN INFORMED OF THE
     POSSIBILITY OF SUCH DAMAGES; (ii) FOR COST OF PROCUREMENT OF SUBSTITUTE
     GOODS, TECHNOLOGY OR SERVICES; OR (iii) FOR LOSS OR CORRUPTION OF DATA OR
     INTERRUPTION OF USE. SKYSTREAM SHALL NOT BE LIABLE FOR ANY AMOUNTS IN
     EXCESS OF THE TOTAL AMOUNT ACTUALLY PAID TO SKYSTREAM HEREUNDER FOR THE
     PARTICULAR PRODUCTS THAT ARE SUBJECT TO A CLAIM. THESE LIMITATIONS SHALL
     APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED
     REMEDY. THE LIMITATION OF LIABILITY SET FORTH IN THIS SECTION SHALL NOT
     APPLY TO LIABILITY FOR DEATH OR PERSONAL INJURY TO THE EXTENT APPLICATION
     LAW PROHIBITS SUCH LIMITATION.

15.  Import/Export

     Buyer agrees that it will not in any form export, re-export, resell, ship
     or divert directly or indirectly any Product or technical data or Software
     furnished hereunder to any country for which the United States Government
     or any government agency requires an export license or other governmental
     approval without first obtaining such license or approval.

16.  Restricted Use

     SKYSTREAM's Products may produce a reduction and loss of data and therefore
     are not sold for use in medical equipment, avionics, nuclear applications,
     or other high risk applications where malfunctions or loss of data could
     result directly in personal injury to human beings. Buyer agrees to not to
     use, to contractually bind its customers not to use, and to forbid all
     third parties from using the Products in such applications, and Buyer
     agrees to indemnify SKYSTREAM and to hold SKYSTREAM harmless from and
     against any liability arising out of Buyer's failure to contractually bind
     its customers in the manner previously described.

17.  Term. This Agreement will govern in perpetuity all of Buyer's purchases of
     Products.

18.  Publicity
<PAGE>   25
     Buyer consents to the use of Buyer's name and purchase order data for use
     by SKYSTREAM at SKYSTREAM's discretion for the purpose of preparing press
     releases and promotional materials. Buyer agrees to use best efforts in
     assisting in the preparation of any such press releases or promotional
     materials.

19.  Miscellaneous

     19.1 Any notice required to be given hereunder shall be given in writing at
          the address of each part set forth in an attached quotation or
          purchase agreement, or to such other address as either party may
          substitute by written notice to the other.

     19.2 Any attempt by Buyer to assign or transfer any of the rights, duties,
          or obligations herein shall render such attempted assignment or
          transfer null and avoid.

     19.3 SKYSTREAM's failure to exercise any of its rights hereunder shall not
          constitute or be deemed a waiver or forfeiture of such rights.

     19.4 No U.S. Government Procurement Regulations shall be binding on either
          party unless specifically agreed to in writing prior to incorporation
          herein.

     19.5 Stenographic, typographical and clerical errors are subject to
          correction.

     19.6 Governing Law and Jurisdiction. This Agreement will be governed by and
          construed in accordance with the laws of the State of California
          applicable to agreements entered into, and to be performed entirely,
          within California between California residents, without reference to
          conflict of law principles. Any dispute or claim arising out of this
          Agreement will be resolved by binding arbitration in the city and
          county of Santa Clara in accordance with the complex commercial
          litigation rules of the American Arbitration Association. The
          arbitrator will have the power to grant any form of relief, including
          preliminary and permanent injunctive relief, which a judge in
          California with jurisdiction could fashion, and judgment on any award
          may be entered in any court in California with jurisdiction.
          Nonetheless, the parties may seek temporary or permanent injunctive
          relief from any court in California with jurisdiction without
          breaching this Section 19.6 or otherwise abridging the authority of
          the arbitrator.

     19.7 In the event any proceeding or lawsuit is brought by either party to
          enforce its rights hereunder, the prevailing party shall be entitled
          to recover its costs, including expert witness fees and reasonable
          attorneys' fees.

     19.8 All disputes between the parties of any kind arising out of or related
          to this Agreement shall be brought within one (1) year after the
          accrual of the dispute.
<PAGE>   26
     19.9  THE TERMS AND CONDITIONS SET FORTH HEREIN REPRESENT THE ENTIRE
           AGREEMENT BETWEEN SKYSTREAM AND BUYER WITH RESPECT TO THE SUBJECT
           MATTER AND BUYER AGREES THAT ALL PRIOR QUOTATIONS, INVOICES,
           NEGOTIATIONS, UNDERSTANDINGS, REPRESENTATIONS AND/OR AGREEMENTS OF
           THE PARTIES RELATING TO THE SUBJECT MATTER HEREOF, EXCLUDING THE
           SOFTWARE LICENSE, WHETHER ORAL OR WRITTEN, ARE MERGED HEREIN AND
           SUPERSEDED IN THEIR ENTIRETY. BUYER ACKNOWLEDGES THAT IT HAS NOT
           ENTERED INTO THIS AGREEMENT IN RELIANCE ON ANY WARRANTY OR
           REPRESENTATION BY ANY PERSON OR ENTITY EXCEPT FOR THE WARRANTIES AND
           REPRESENTATIONS SPECIFICALLY SET FORTH HEREIN. No change or
           modification of any of the terms or conditions herein shall be valid
           or binding on either party unless in writing and signed by an
           authorized representative of each party.

     19.10 Neither party shall be liable to the other for its failure to
           perform any of its obligations hereunder during any period in which
           such performance is delayed by circumstances beyond its reasonable
           control including, but not limited to, fire, flood, earthquake, war,
           embargo, strike, riot, inability to secure materials and
           transportation facilities, or the intervention of any governmental
           authority.

<PAGE>   27
                                   EXHIBIT C

PRODUCTS TO BE COVERED UNDER THIS AGREEMENT:

PRODUCT        DESCRIPTION

DBN-xx         To be determined

SOFTWARE RELEASES TO BE COVERED UNDER THIS AGREEMENT:

Release x, y and successor versions thereof

<PAGE>   28
                                   EXHIBIT D

PRODUCT PRICING MATRIX

PRODUCTS AND UPGRADE PRICING WITH INITIAL INTEGRATOR PURCHASE

[Insert price list]

UPGRADE PRICING AFTER INITIAL INTEGRATOR HAS BEEN PURCHASED

[Insert upgrade price list]

ANNUAL MAINTENANCE FEES

[*]% of the invoiced price to the Reseller on a per unit, per year basis.
SkySupport service is renewed automatically every 12 months, unless otherwise
noted by the Reseller.

HOURLY CONSULTING RATE FOR CHARGEABLE SERVICES

$[*] per hour, not including travel or lodging expenses

RESELLER'S TERM

Term. The term of this Agreement will begin on the Effective Date and will
continue for a period of [specify time] unless it is terminated earlier in
accordance with the provisions hereof. This Agreement may be renewed for
additional periods upon the mutual written agreement of the parties, although
each party acknowledges that the other is under no obligation to do so.

* Certain information on this page has been omitted and filed
  separately with the Commission. Confidential treatment has
  been requested with respect to the omitted portions.
<PAGE>   29

                                   EXHIBIT E

                       [ATTACH SKYSUPPORT DOCUMENT HERE]