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                                                                    EXHIBIT 10.2

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                          REGISTRATION RIGHTS AGREEMENT

                                     between

                      ECHOSTAR COMMUNICATIONS CORPORATION,

                                       and

                             VIVENDI UNIVERSAL, S.A.

                                   ----------

                                   Dated as of

                                January 22, 2002

                                   ----------


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                                TABLE OF CONTENTS


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                                                      ARTICLE I

                                                     DEFINITIONS

SECTION 1.01.           Definitions...............................................................................1


                                                     ARTICLE II

                                                 REGISTRATION RIGHTS

SECTION 2.01.           Piggy-Back Registration...................................................................4
SECTION 2.02.           Demand Registration.......................................................................6
SECTION 2.03.           Other Matters in Connection with Registrations............................................7
SECTION 2.04.           Certain Delay Rights......................................................................7
SECTION 2.05.           Expenses..................................................................................8
SECTION 2.06.           Registration and Qualification............................................................9
SECTION 2.07.           Underwriting.............................................................................12
SECTION 2.08.           Indemnification and Contribution.........................................................12
SECTION 2.09.           Holdback Agreements......................................................................15
SECTION 2.10.           Priority Rights of Holders...............................................................16
SECTION 2.11.           Holder Covenants.........................................................................16
SECTION 2.12.           Termination..............................................................................17


                                                     ARTICLE III

                                                    MISCELLANEOUS

SECTION 3.01.           Amendments and Waivers...................................................................17
SECTION 3.02.           Notices..................................................................................17
SECTION 3.03.           Interpretation...........................................................................18
SECTION 3.04.           Severability.............................................................................18
SECTION 3.05.           Counterparts.............................................................................19
SECTION 3.06.           Entire Agreement; No Third-Party Beneficiaries...........................................19
SECTION 3.07.           Governing Law............................................................................19
SECTION 3.08.           Assignment...............................................................................19
SECTION 3.09.           Enforcement..............................................................................19
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                                       i
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                                    REGISTRATION RIGHTS AGREEMENT (this
                           "Agreement"), dated as of January 22, 2002, between
                           ECHOSTAR COMMUNICATIONS CORPORATION, a Nevada
                           corporation (the "Company"), and the Holders, as
                           defined herein.

                  WHEREAS, pursuant to the Investment Agreement dated as of
December 14, 2001 (the "Investment Agreement"), between the Company and Vivendi
Universal, S.A., a societe anonyme organized under the laws of France (the
"Investor"), and as a condition to the willingness of the Investor to consummate
the transactions contemplated by the Investment Agreement, the Company has
agreed to grant to the Holders (as defined below) certain registration rights
with respect to their respective Registrable Securities (as defined below).

                  NOW, THEREFORE, in consideration of the premises and the
consummation of the transactions contemplated by this Agreement and the
Investment Agreement and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:

                                   ARTICLE I

                                   Definitions

                  SECTION 1.01. Definitions.

                  The following terms, when used in this Agreement, shall have
the following meanings:

                  "affiliate" of any person means another person that, directly
or indirectly, through one or more intermediaries, controls, is controlled by,
or is under common control with, the first person.

                  "Board of Directors" means the Board of Directors of the
Company or any duly authorized committee of that board.

                  "Class A Common Stock" means the Class A common stock, par
value $0.01 per share, of the Company.

                  "Commission" means the Securities and Exchange Commission or
any successor governmental body or agency.

                  "control" (including the terms "controlling," "controlled by"
and "under common control with") means the possession, direct or indirect, of
the power to direct or cause the direction of the management and policies of a
person, whether through the ownership of voting securities, by contract, or
otherwise.

                  "CVR Agreement" means the Contingent Value Rights Agreement
dated as of January 22, 2002, between the Company and the Investor.

                   "Demand Registration" has the meaning ascribed thereto in
Section 2.02(a)(i).


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                                                                               2


                  "Demand Request" has the meaning ascribed thereto in Section
2.02(a).

                  "Disadvantageous Condition" has the meaning ascribed thereto
in Section 2.04.

                  "Effective Period" means the period from the date on which the
Merger Agreement is terminated in accordance with its terms until the first date
on which all Registrable Securities are eligible for sale in their entirety
pursuant to Rule 144 in a 150-day period, based on the then average trading
volume of such Registrable Securities.

                  "Governmental Authority" means any federal, state or local
court or governmental or regulatory agency or authority or applicable stock
exchange or trading market.

                  "Holder" means a person who owns Registrable Securities and
is:

                  (i) the Investor;

                  (ii) a wholly owned subsidiary of the Investor; or

                  (iii) any transferee which has acquired from the Investor or a
         wholly owned subsidiary of the Investor (x) Class A Common Stock that
         represented 20% or more of the Class A Common Stock issuable upon
         conversion of all the Preferred Stock (defined below) on the date of
         issuance of such Preferred Stock, as adjusted for stock splits,
         combinations, subdivisions and other similar changes to the capital
         structure of the Company; plus, at any time after the Maturity Date,
         the Change of Control Date or the Default Payment Date, as applicable
         (each as defined in the CVR Agreement) (y) at least 20% of the Class A
         Common Stock, if any, issued pursuant to the settlement of the
         contingent value rights issued pursuant to the CVR Agreement (the
         "CVRs").

                  "Inspectors" has the meaning ascribed thereto in Section
2.06(h).

                  "Investment Agreement" has the meaning ascribed thereto in the
recitals of this Agreement.

                  "1933 Act" means the Securities Act of 1933, as amended.

                  "1934 Act" or "Exchange Act" means the Securities Exchange Act
of 1934, as amended.

                  "Merger Agreement" means the Agreement and Plan of Merger
dated as of October 28, 2001, by and between the Company and Hughes Electronics
Corporation, a Delaware corporation, as it may be amended from time to time.

                  "person" means any individual, firm, corporation, partnership,
limited liability company, trust, joint venture, Governmental Entity or other
entity.

                  "Piggy-back Registration" has the meaning ascribed thereto in
Section 2.01(a).


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                                                                               3


                  "Preferred Stock" means the Series D mandatorily convertible
participating preferred stock, par value $0.01 per share, issued pursuant to the
Investment Agreement.

                  "Records" has the meaning ascribed thereto in Section 2.06(h).

                  "Registrable Securities" means Class A Common Stock (x) issued
or issuable upon conversion of any Preferred Stock issued pursuant to the
transactions contemplated by the Investment Agreement, or (y) Class A Common
Stock issued pursuant to the settlement of the CVRs pursuant to the CVR
Agreement.

                  As used in this definition of Registrable Securities, (A) the
term "Class A Common Stock" shall include any shares of stock or other
securities into which or for which shares of Class A Common Stock may hereafter
be changed, converted or exchanged and any other shares or securities issued to
holders of Class A Common Stock (or such shares of stock or other securities
into which or for which shares of Class A Common Stock are so changed, converted
or exchanged) upon any reclassification, share combination, share subdivision,
share dividend, share exchange, merger, consolidation or similar transaction or
event and (B) the term "Preferred Stock" shall include any shares of stock or
other securities into which or for which shares of Preferred Stock may hereafter
be changed, converted or exchanged and any other shares or securities issued to
holders of Preferred Stock (or such shares of stock or other securities into
which or for which shares of Preferred Stock are so changed, converted or
exchanged) upon any reclassification, share combination, share subdivision,
share dividend, share exchange, merger, consolidation or similar transaction or
event.

                  As to any particular Registrable Securities, such Registrable
Securities shall cease to be Registrable Securities as soon as (A) such
Registrable Securities have been sold or otherwise disposed of pursuant to a
registration statement that was filed with the Commission in accordance with
this Agreement and declared effective under the 1933 Act, (B) based on an
opinion of counsel reasonably acceptable to the Company and the Holder of such
Registrable Securities, such Registrable Securities are eligible for sale in
their entirety pursuant to Rule 144 in a 150-day period, based on the then
average trading volume of such Registrable Securities, (C) such Registrable
Securities shall have been otherwise sold, transferred or disposed of by a
Holder to any person that is not a Holder or (D) such Registrable Securities
shall have ceased to be outstanding.

                  "Registration Expenses" means any and all expenses incident to
the Company's performance of or compliance with the provisions of this
Agreement, including (i) the fees, disbursements and expenses of the Company's
counsel and accountants (including in connection with the delivery of opinions
and comfort letters); (ii) all expenses and fees of compliance with securities
and blue sky laws; (iii) all expenses and fees, including filing fees, in
connection with the preparation, printing and filing of one or more registration
statements (and amendments thereto) pursuant to this Agreement; (iv) the cost of
producing or printing any agreements among underwriters and underwriting
agreements and any blue sky memoranda and legal investment memoranda; (v) the
expenses and fees, including filing fees, incident to securing any required
review by the National Association of Securities Dealers, Inc. of the
Registrable Securities to be disposed of or the terms of any disposition of
Registrable Securities; (vi) all fees and expenses payable in connection with
the quotation of any Registrable Securities on any automated



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                                                                               4


interdealer quotation system or the listing of any Registrable Securities on any
securities exchange on which the Class A Common Stock is then quoted or listed;
(vii) all transfer agents' and registrars' expenses and fees in connection with
any offering or disposition of Registrable Securities; (viii) all security
engraving and security printing expenses; (ix) all messenger and delivery
expenses and fees; provided, however, that Registration Expenses shall exclude
(w) all transfer taxes, if any, relating to the sale or disposition of the
Registrable Securities; (x) all underwriting discounts and underwriting
commissions, if any, in connection with the sale of any Registrable Securities;
(y) the fees and expenses of counsel and other advisors for any Holder and (z)
all out-of-pocket expenses of the underwriters, if any, including fees and
expenses of counsel for the underwriters.

                  "Rule 144" means Rule 144 (or any successor rule to similar
effect) promulgated under the 1933 Act.

                  "Section 2.04 Period" has the meaning ascribed thereto in
Section 2.04.

                  "Section 2.06(e) Period" has the meaning ascribed thereto in
Section 2.06(e).

                  "Selling Holder" means any Holder who sells Registrable
Securities pursuant to a public offering registered pursuant to this Agreement.

                  Internal References. Unless the context indicates otherwise,
references to Articles, Sections and paragraphs shall refer to the corresponding
articles, sections and paragraphs in this Agreement, and references to the
parties shall mean the parties to this Agreement.

                                   ARTICLE II

                               Registration Rights

                  SECTION 2.01. Piggy-Back Registration. (a) Whenever during the
Effective Period the Company shall propose to file a registration statement
under the 1933 Act relating to its Class A Common Stock (other than pursuant to
a registration statement on Form S-4 (or any other registration statement
registering shares to be issued in a merger, consolidation, acquisition or
similar transaction) or Form S-8 or any successor forms, or an offering of
securities in connection with an exchange offer to existing stockholders or
otherwise pursuant to a dividend reinvestment plan, stock purchase plan or other
employee benefit plan), whether or not for its own account, the Company shall
(i) provide a written notice at least 30 days prior to the filing thereof to
each Holder, specifying the approximate date on which the Company proposes to
file such registration statement and advising such Holder of its right to have
any or all (subject to Section 2.01(b)) of the Registrable Securities held by
such Holder included among the securities to be covered thereby and (ii) at the
written request of any such Holder received by the Company within 20 days after
the date of such written notice from the Company, include (subject to Section
2.01(b) and such Holder's compliance with Section 2.11(c)) among the securities
covered by such registration statement the number of Registrable Securities that
such Holder shall have requested be so included (a "Piggy-back Registration").
The Company shall require the lead or managing underwriter, if any, of any
proposed underwritten offering to permit the



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                                                                               5


Holders of Registrable Securities requested to be covered by the registration
statement for such offering to include (subject to Section 2.01(b) and such
Holder's compliance with Section 2.11(c)) such securities in such offering on
the same terms and subject to the same conditions as any similar securities
included therein; provided, however, that the Company shall not be required
under this Section 2.01(a) to use any efforts to cause any lead or managing
underwriter of any such offering to permit any such Holder to include any such
securities in such offering unless such Holder accepts the terms of any
underwriting agreed upon between the Company (and any other Holder whose
securities are included in such offering) and such underwriter (and any other
underwriter) and performs such Holder's obligations thereunder.

                  (b) Each Holder of Registrable Securities desiring to
participate in a Piggy-back Registration may include shares of Class A Common
Stock in any registration statement relating to such offering to the extent that
the inclusion of such shares of Class A Common Stock shall not reduce the number
of shares of Class A Common Stock to be offered and sold by the Company pursuant
thereto. If the Company or lead or managing underwriter for an underwritten
offering pursuant to Section 2.01(a) determines that marketing factors require a
limitation on the number of shares of Class A Common Stock to be offered and
sold by the stockholders of the Company in such offering, there shall be
included in the offering only that number of shares of Class A Common Stock of
stockholders of the Company that the Company or such lead or managing
underwriter reasonably and in good faith believes will not jeopardize the
success of the offering of all the shares of Class A Common Stock that the
Company desires to sell for its own account (including a material reduction in
the price per share of the shares of Class A Common Stock to be sold).

                  In such event, and provided the lead or managing underwriter
has so notified the Company in writing (if applicable), the number of shares of
Class A Common Stock to be offered and sold by stockholders of the Company,
including Holders of Registrable Securities desiring to participate in such
offering, shall be allocated among such stockholders of the Company pro rata on
the basis of the relative number of shares requested to be included therein by
each such stockholder.

                  (c) Nothing in this Section 2.01 shall create any liability on
the part of the Company to the Holders of Registrable Securities if the Company
for any reason should decide not to file a registration statement proposed to be
filed pursuant to Section 2.01(a) or to withdraw a registration statement filed
pursuant to Section 2.01(a) subsequent to its filing, regardless of any action
whatsoever that a Holder may have taken, whether as a result of the issuance by
the Company of any notice under this Section 2.01 or otherwise; provided that
the Investor shall be entitled to initiate or continue such registration as a
Demand Registration pursuant to Section 2.02 following such failure to file or
withdrawal to the extent that such registration by the Investor would otherwise
satisfy the requirements of Section 2.02 and provided further that the Company
shall be obligated to pay all Registration Expenses to the extent incurred in
connection with any such registration statement proposed to be filed or
withdrawn subsequent to its filing.

                  (d) A request by Holders to include Registrable Securities in
a proposed underwritten offering pursuant to Section 2.01(a) shall not be deemed
to be a request for a Demand Registration.


<PAGE>

                                                                               6


                  SECTION 2.02. Demand Registration. (a) Upon written notice to
the Company from the Investor at any time during the Effective Period (the
"Demand Request") requesting that the Company effect the registration under the
1933 Act of any or all of the Registrable Securities held by the Investor or any
other Holder, which notice shall specify the intended method or methods of
disposition of such Registrable Securities, the Company shall prepare and, as
promptly as is practicable, and in any event within 60 days after such request,
file with the Commission a registration statement with respect to such
Registrable Securities and thereafter use its best efforts to cause such
registration statement to be declared effective under the 1933 Act for purposes
of dispositions in accordance with the intended method or methods of disposition
stated in such request. Notwithstanding any other provision of this Agreement to
the contrary:

                  (i) the Investor may exercise its rights to request
          registration in respect of Registrable Securities held by the Investor
          or any other Holder under this Section 2.02(a) on not more than four
          occasions (each such registration being referred to herein as a
          "Demand Registration"); and

                  (ii) the Company shall not be required to effect more than one
          Demand Registration in any calendar year.

                  (b) Notwithstanding any other provision of this Agreement to
the contrary, a Demand Registration requested by the Investor pursuant to this
Section 2.02 shall not be deemed to have been effected, and, therefore, not
requested and the rights of the Investor shall be deemed not to have been
exercised for purposes of Section 2.02(a), (i) if the Investor has not received
notice (confirmed by the Commission) that such Demand Registration has become
effective under the 1933 Act or (ii) if such Demand Registration, after it
became effective under the 1933 Act, was not maintained effective under the 1933
Act (other than as a result of any stop order, injunction or other order or
requirement of the Commission or other Governmental Entity solely on the account
of a material misrepresentation or omission of the Investor) for at least 120
days (or such shorter period ending when all the Registrable Securities covered
thereby have been disposed of pursuant thereto (but in no event before the
expiration of the 90-day period referred to in Section 4(3) of the 1933 Act and
Rule 174 promulgated thereunder, if applicable)).

                  The time periods referred to in the preceding sentence shall
be extended, with respect to any Demand Registration, by the number of days in
any Section 2.04 Period and/or Section 2.06(e) Period applicable to such Demand
Registration.

                  If a Demand Request is made by the Investor during the
Effective Period but the related Demand Registration shall be deemed not to have
been exercised under the circumstances set forth in this Section 2.02(b), then
the Investor shall be deemed not to have used one of its rights to request a
Demand Registration under this Section 2.02 and shall continue to have such
right.

                  (c) The Company shall have the same rights to piggy-back any
shares of Class A Common Stock on a Demand Registration initiated pursuant to
this Section 2.02 as a Holder of Registrable Securities would have in a
Piggy-back Registration, and other stockholders of the Company may exercise any
piggy-back registration rights granted to them by the Company with


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                                                                               7


respect to such Demand Registration; provided however, that notwithstanding
anything to the contrary in this Agreement, if the lead or managing underwriter
referred to in Section 2.03 determines that marketing factors require a
limitation on the number of shares of Class A Common Stock to be offered and
sold pursuant to such Demand Registration, there shall be included in the
offering only that number of shares of Class A Common Stock that such lead or
managing underwriter reasonably and in good faith believes will not jeopardize
the success of the offering (including a material reduction in the price per
share of the Registrable Securities to be sold). In such event, the shares of
Class A Common Stock to be included in such Demand Registration shall be
apportioned (i) first, to any Registrable Securities that the Holders propose to
sell in such Demand Registration, pro rata among such Holders on the basis of
the relative number of Registrable Securities requested to be included therein
by each such Holder, (ii) second, to any Class A Common Stock that the Company
proposes to sell in such Demand Registration and (iii) third, among any shares
of Class A Common Stock that other stockholders of the Company propose to sell
in such Demand Registration, pro rata among such stockholders on the basis of
the relative number of shares requested to be included therein by each such
stockholder.

                  SECTION 2.03. Other Matters in Connection with Registrations.
In the event that any Demand Registration shall involve, in whole or in part, an
underwritten offering, the Investor shall have the right to designate an
underwriter or underwriters as the lead or managing underwriter or underwriters
of such underwritten offering, subject to the approval of Company, which
approval shall not be unreasonably withheld.

                  SECTION 2.04. Certain Delay Rights. Notwithstanding any other
provision of this Agreement to the contrary, if at any time while a registration
statement relating to a Piggy-back Registration or a Demand Registration is
effective, the Company provides written notice to each Holder of Registrable
Securities covered by any such registration statement that the Board of
Directors has determined, in its reasonable business judgment, that it would be
materially disadvantageous to the Company (because the sale of Registrable
Securities covered by such registration statement or the disclosure of
information therein or in any related prospectus or prospectus supplement would
materially interfere with or otherwise adversely affect in any material respect
any acquisition, financing, corporate reorganization or other material
transaction or development involving the Company (a "Disadvantageous
Condition")) for sales of Registrable Securities thereunder to then be
permitted, and setting forth in general terms the reasons for such
determination, the Company may refrain from maintaining current the prospectus
contained in such registration statement until such Disadvantageous Condition no
longer exists (notice of which the Company shall promptly deliver to each Holder
or Registrable Securities covered by such registration statement).

                  Furthermore, notwithstanding any other provision of this
Agreement to the contrary, with respect to any registration statement filed, or
to be filed, pursuant to Section 2.01 or 2.02, if the Company provides written
notice to each Holder of Registrable Securities to be covered by such
registration statement that the Board of Directors has determined, in its
reasonable business judgment, that it would be materially disadvantageous to the
Company (because of a Disadvantageous Condition) for such a registration
statement to be maintained effective, or to be filed or to become effective, and
setting forth in general terms the reasons for such determination, the Company
shall be entitled to cause such registration statement to be


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                                                                               8


withdrawn or the effectiveness of such registration statement to be terminated,
or, in the event no registration statement has been filed, the Company shall be
entitled to not file such registration statement, until such Disadvantageous
Condition no longer exists (notice of which the Company shall promptly deliver
to each Holder of Registrable Securities covered, or to be covered, by such
registration statement).

                  With respect to each Holder of Registrable Securities covered
by any registration statement relating to a Piggy-back Registration or a Demand
Registration, upon receipt by such Holder of any notice from the Company of a
Disadvantageous Condition, such Holder shall forthwith discontinue use of the
prospectus and any prospectus supplement under such registration statement and
shall suspend sales of Registrable Securities until such Disadvantageous
Condition no longer exists. Furthermore, if so directed by the Company by such
notice, such Holder will deliver to the Company all copies (other than permanent
file copies) then in such Holder's possession of the prospectus and prospectus
supplements then covering such Registrable Securities at the time of receipt of
such notice. In the event that the Company makes an election under this Section
2.04, each Holder agrees to keep confidential the fact of such election and any
information provided by the Company in connection therewith.

                  Notwithstanding any other provision of this Agreement to the
contrary, (i) the maintaining current of a prospectus (and the suspension of
sales of Registrable Securities) in connection with a Demand Registration may
not be delayed under this Section 2.04 for more than a total of 90 days in any
twelve-month period and (ii) neither the filing nor the effectiveness of any
registration statement under Section 2.02 may be delayed for more than a total
of 90 days pursuant to this Section 2.04. The time period during which any
registration statement under Section 2.02 must be maintained effective pursuant
to Section 2.02(b) shall be extended by the number of days in any delay period
imposed pursuant to this Section 2.04 (a "Section 2.04 Period"). In no event
shall the Company be entitled to delay the maintaining current of a prospectus
(and the suspension of sales of Registrable Securities) in connection with any
Demand Registration or to delay the filing or effectiveness of any registration
statement under Section 2.02 unless the Company shall (i) concurrently prohibit
sales by other security holders under registrable statements covering securities
held by such other securityholders and (ii) forbid purchases and sales of
securities of the Company in the open market by senior executives of the
Company, other than pursuant to a "written plan for trading securities", as such
phrase is used under Rule 10b5-1 under the Exchange Act.

                  In the event any registration statement in respect of a Demand
Registration is withdrawn or the effectiveness of such registration statement is
terminated, or a registration statement is not filed in respect of a Demand
Registration, in each case pursuant to this Section 2.04, then the Investor
shall have the right to withdraw its request for such Demand Registration at any
time following receipt of any notice from the Company of a Disadvantageous
Condition, and, if the Investor so withdraws its request, the Investor shall be
deemed not to have used one of its rights to request a Demand Registration under
Section 2.02 and shall continue to have such right.

                  SECTION 2.05. Expenses. Except as otherwise provided in this
Agreement, the Company shall pay all Registration Expenses with respect to each
registration under this Agreement.


<PAGE>
                                                                               9


                  SECTION 2.06. Registration and Qualification. If and whenever
the Company is required by the provisions of this Agreement to effect the
registration of any Registrable Securities under the 1933 Act as provided in
Section 2.01 or 2.02, the Company shall as promptly as practicable (but subject,
in the case of any registration as provided in Section 2.02, to the provisions
thereof):

                  (a) prepare and file with the Commission (within 60 days after
such request) a registration statement (as well as any necessary supplements and
amendments thereto) which counsel for the Company shall deem appropriate on such
form as shall be available for the sale of such Registrable Securities in
accordance with the intended method of distribution thereof and use its best
efforts to cause such registration statement to become effective and remain
effective until the earlier to occur of (i) such time as all Registrable
Securities covered by such registration statement have been disposed of in
accordance with the intended methods of disposition set forth in such
registration statement (but in no event before the expiration of the 90-day
period referred to in Section 4(3) of the 1933 Act and Rule 174 promulgated
thereunder, if applicable) and (ii) 120 days after such registration statement
becomes effective which period shall be extended in the case of any Demand
Registration by the number of days in any Section 2.04 Period and/or Section
2.06(e) Period applicable to such Demand Registration; provided, however, that,
before filing a registration statement or prospectus or any amendments or
supplements thereto, or comparable statements under securities or blue sky laws
of any jurisdiction, the Company shall (x) provide counsel selected by the
Investor with an opportunity to participate in the preparation of such
registration statement and each prospectus included therein (and each amendment
or supplement thereto) to be filed with the Commission, which shall be subject
to the review and approval (which approval shall not be unreasonably withheld)
of such counsel, and (y) notify each Selling Holder and such counsel of any stop
order issued or, to the best knowledge of the Company, threatened by the
Commission and take all reasonable action required to prevent the entry of such
stop order or to remove it if entered;

                  (b) prepare and file with the Commission such amendments and
supplements to such registration statement and the prospectus used in connection
therewith as may be necessary to keep such registration statement effective
until the earlier to occur of (i) such time as all Registrable Securities
covered by such registration statement have been disposed of in accordance with
the intended methods of disposition set forth in such registration statement
(but in no event before the expiration of the 90-day period referred to in
Section 4(3) of the 1933 Act and Rule 174 promulgated thereunder, if applicable)
and (ii) 120 days after such registration statement becomes effective which
period shall be extended in the case of any Demand Registration by the number of
days in any Section 2.04 Period and/or Section 2.06(e) Period applicable to such
Demand Registration, and comply with the provisions of the 1933 Act with respect
to the disposition of all securities covered by such registration statement
during such period in accordance with the intended methods of disposition set
forth in such registration statement;

                  (c) furnish, without charge, to each Holder of such
Registrable Securities and to any underwriter of such Registrable Securities,
prior to the filing of such registration statement, copies of such registration
statement as proposed to be filed and thereafter such number of copies of such
registration statement, each amendment and supplement thereto (in each case,
including all exhibits thereto), the prospectus included in such registration
statement (including each


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                                                                              10


preliminary prospectus), in conformity with the requirements of the 1933 Act,
such documents incorporated by reference in such registration statement or
prospectus and such other documents as such Holder or underwriter may reasonably
request, in order to facilitate the sale of the Registrable Securities by the
Selling Holders;

                  (d) use its commercially reasonable efforts to register or
qualify such Registrable Securities under such other securities or blue sky laws
of such jurisdictions as each Holder of Registrable Securities covered by such
Registration Statement requests and do any and all other acts and things which
may be reasonably necessary or advisable to enable each such Holder to
consummate the disposition of the Registrable Shares held by such Holder in such
jurisdictions; provided that the Company shall not be required to (i) qualify
generally to do business in any jurisdiction in which it would not otherwise be
required to qualify but for this Section 2.06(d), (ii) subject itself to
taxation in any such jurisdiction or (iii) consent to general service of process
in any such jurisdiction;

                  (e) promptly notify each Selling Holder in writing (i) at any
time when a prospectus relating to such Registrable Securities is required to be
delivered under 1933 Act, upon discovery that, or upon the occurrence of any
event as a result of which, the prospectus included in such registration
statement contains an untrue statement of a material fact or omits to state any
material fact required to be stated therein or necessary to make the statements
therein not misleading in light of the circumstances under which they were made
or (ii) of any request by the Commission or any other Governmental Entity for
any amendment of or supplement to any registration statement or other document
relating to such offering, and in either such case the Company shall promptly
prepare a supplement or amendment to such prospectus and furnish to each Selling
Holder a reasonable number of copies of a supplement to or an amendment of such
prospectus as may be necessary so that, after delivery to the purchasers of such
Registrable Securities, such prospectus shall not contain an untrue statement of
a material fact or omit to state any material fact required to be stated therein
or necessary to make the statements therein not misleading in light of the
circumstances under which they were made (the number of days from (x) the date
the written notice contemplated by this paragraph (e) is given by the Company to
(y) the date on which the Company delivers to the Selling Holders the supplement
or amendment contemplated by this paragraph (e) is referred to in this Agreement
as a "Section 2.06(e) Period");

                  (f) use its commercially reasonable efforts to cause such
Registrable Securities to be registered with or approved by such other
Governmental Entities as may be necessary by virtue of the business and
operations of the Company to enable each Holder of Registrable Securities
covered by such Registration Statement to consummate the disposition of the
Registrable Securities held by such Holder;

                  (g) enter into and perform customary agreements (including an
underwriting agreement in customary form, if the offering is underwritten) and
take such other actions as are reasonably required in order to expedite or
facilitate the disposition of such Registrable Securities, and each Selling
Holder shall also enter into and perform its obligations under such agreements;


<PAGE>
                                                                              11


                  (h) make available for inspection by any lead or managing
underwriter participating in any disposition pursuant to such registration
statement, any Selling Holder, counsel selected by the Investor and any
attorney, accountant or other agent retained by any lead or managing
underwriter, or the Investor (collectively, the "Inspectors") all financial and
other records, pertinent corporate documents and properties of the Company
(collectively, the "Records") as shall be reasonably necessary to enable the
Inspectors to exercise their due diligence responsibility and cause the
Company's officers, directors and employees and the independent public
accountants of the Company to supply all information reasonably requested by any
such Inspector in connection with such registration statement. Any Records that
the Company determines, in good faith, to be confidential and in respect of
which the Company notifies each Selling Holder that such Records are
confidential shall not be disclosed by the Inspectors unless (x) the disclosure
of such Records is necessary to avoid or correct a misstatement or omission in
the applicable registration statement (in which case, the Selling Holders shall
cooperate with the Company in seeking confidential treatment of such Records) or
(y) the release of such Records is ordered pursuant to a subpoena or other order
from a court of competent jurisdiction. Each Selling Holder agrees that it
shall, upon learning that disclosure of such Records is sought in a court of
competent jurisdiction, give notice to the Company and allow the Company, at the
Company's expense, to undertake appropriate action to prevent disclosure of such
Records;

                  (i) in the event such sale is effected pursuant to an
underwritten offering, obtain a "comfort" letter or comfort letters from the
Company's independent public accountants in customary form and covering such
matters of the type customarily covered by cold comfort letters as counsel for
the lead or managing underwriter or counsel for the Investor reasonably
requests;

                  (j) furnish, at the request of any Selling Holder, on the date
such Registrable Securities are delivered to any underwriter for sale pursuant
to such registration or, if such Registrable Securities are not being sold
through any underwriter, on the date the registration statement with respect to
such Registrable Securities becomes effective, an opinion, dated as of such
date, of counsel representing the Company for the purposes of such registration,
addressed to the underwriters, if any, and to each Selling Holder, covering such
legal matters with respect to the registration as any Selling Holder may
reasonably request and are customarily included in such opinions;

                  (k) otherwise use its best efforts to comply with all
applicable rules and regulations of the Commission and make available to each
Selling Holder, as soon as reasonably practicable, an earnings statement
covering a period of 12 months beginning after the effective date of the
registration statement, in a manner which satisfies the provisions of Section
11(a) of the 1933 Act;

                  (l) cause all such Registrable Securities to be quoted on each
interdealer quotation system or listed on each securities exchange, if any, on
which other securities of the same class issued by the Company are then quoted
or listed (subject to notice of issuance); provided that the applicable listing
requirements are satisfied;


<PAGE>
                                                                              12


                  (m) use its commercially reasonable efforts to assist the
Selling Holders in the marketing of Registrable Securities in connection with
underwritten offerings (including, to the extent reasonably consistent with work
commitments, using reasonable efforts to have officers of the Company
participate in "road shows" and analyst or investor presentations scheduled in
connection with such registration provided that the Selling Holders shall give
such officers reasonable advance notice concerning the scheduling of any such
presentations);

                  (n) if requested, furnish for delivery in connection with the
closing of any offering of Registrable Securities pursuant to a registration
effected pursuant to Section 2.01 or 2.02 unlegended certificates representing
ownership of the Registrable Securities being sold in such denominations as
shall be requested by the Selling Holders or the underwriters;

                  (o) promptly notify the Selling Holders of any stop order
issued or, to the Company's knowledge, threatened to be issued by the Commission
and take all reasonable actions required to prevent the entry of such stop order
or to remove it if entered;

                  (p) cause the Registrable Securities to be included in any
registration statement not later than the effective date of such registration
statement;

                  (q) cooperate with each Selling Holder and each Underwriter
participating in the disposition of such Registrable Securities and their
respective counsel in connection with any filings required to be made with the
National Association of Securities Dealers, Inc.;

                  (r) during the period when the prospectus is required to be
delivered under the Securities Act, promptly file all documents required to be
filed by the Company with the Commission pursuant to Sections 13(a), 13(c), 14
or 15(d) of the Exchange Act; and

                  (s) keep each Selling Holder reasonably advised as to the
initiation and progress of such registration.

                  SECTION 2.07. Underwriting. If requested by the underwriters
for any underwritten offering of Registrable Securities pursuant to a
registration requested under Section 2.02(a), the Company shall enter into an
underwriting agreement with such underwriters for such offering, which agreement
will contain such representations and warranties by the Company and such other
terms and provisions as are customarily contained in underwriting agreements
with respect to secondary distributions, including indemnification and
contribution provisions substantially to the effect and to the extent provided
in Section 2.08, and agreements as to the provision of opinions of counsel and
accountants' letters to the effect and to the extent provided in Sections
2.06(i) and 2.06(j), respectively. Such underwriting agreement shall also
contain such representations and warranties by such Selling Holders and such
other terms and provisions as are customarily contained in underwriting
agreements with respect to secondary distributions, including indemnification
and contribution provisions substantially to the effect and to the extent
provided in Section 2.08.

                  SECTION 2.08. Indemnification and Contribution. (a) The
Company agrees to indemnify and hold harmless, to the fullest extent permitted
by law, each Holder, its officers, directors, agents, trustees, stockholders and
each person, if any, who controls each Holder (within the meaning of either
Section 15 of the 1933 Act or Section 20 of the 1934 Act) and any


<PAGE>
                                                                              13


investment advisor of such Holder from and against any and all losses, claims,
damages, liabilities and expenses (including reasonable costs of investigation
and reasonable attorneys' fees, disbursements and expenses) arising out of or
based upon (i) any untrue statement or alleged untrue statement of a material
fact contained in any registration statement or any amendment thereof, any
preliminary prospectus or prospectus (as amended or supplemented if the Company
shall have furnished any amendment or supplements thereto) relating to the
Registrable Securities or any omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein, in light of the circumstances under which they were made, not
misleading, except insofar as such untrue statement or omission or alleged
untrue statement or omission was made (x) in reliance upon and in conformity
with any information furnished to the Company in writing by such Holder or, if
applicable, the underwriters, legal counsel, or other agents of such Holder,
expressly for use therein, (y) in any prospectus used after such time as the
Company advised such Holder in writing that the filing of a post-effective
amendment or supplement thereto was required, other than such prospectus as so
amended or supplemented or (z) in any prospectus used after such time as the
obligation of the Company to keep such prospectus effective and current shall
have expired or (ii) any violation by the Company of the 1933 Act or the 1934
Act in connection with such registration. The Company shall also indemnify any
underwriters of the Registrable Securities, their officers and directors and
each person that controls such underwriters (within the meaning of either
Section 15 of the 1933 Act or Section 20 of the 1934 Act) to the same extent and
subject to the same limitations as provided in this Section 2.08 with respect to
the indemnification of the Holders; and provided further that the Company shall
not be liable for an underwriter's failure to send or give a copy of the final
prospectus or supplement to the persons asserting an untrue statement or alleged
untrue statement or omission or alleged omission at or prior to the written
confirmation of the sale of Registrable Securities to such person if such
statement or omission was corrected in such final prospectus or supplement.

                  (b) In connection with any registration statement pursuant to
which Registrable Securities owned by any Holders are being registered as
provided in Section 2.01 or 2.02, each such Holder shall furnish to the Company
in writing such information with respect to such Holder as the Company may
reasonably request for use in connection with any such registration statement or
related prospectus and agrees to indemnify and hold harmless the Company, its
officers, directors, agents, trustees and stockholders and each person, if any,
that controls the Company (within the meaning of either Section 15 of the 1993
Act or Section 20 of the 1934 Act) from and against any and all losses, claims,
damages, liabilities and expenses (including reasonable costs of investigation
and reasonable attorneys' fees, disbursements and expenses) arising out of or
based upon any untrue statement or alleged untrue statement of a material fact
contained in any registration statement or any amendment thereof, any
preliminary prospectus or prospectus (as amended or supplemented if the Company
shall have furnished any amendment or supplement thereto) relating to the
Registrable Securities or any omission or alleged omission to state therein a
material fact necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading, but only insofar as
such losses, claims, damages, liabilities and expenses are caused by information
furnished in writing to the Company by such Holder, or, if applicable, the
underwriters, legal counsel, or other agents of such Holder, expressly for use
therein; provided however that in no event shall any Holder be required to
indemnify any person described in this Section 2.08(b) in an amount in excess of
the


<PAGE>
                                                                              14


amount of the net proceeds received by such Holder in connection with sales of
Registrable Securities covered by any such registration under the Securities
Act.

                  (c) Each party indemnified under paragraph (a) or (b) above
shall, promptly after receipt of notice of a claim or action against such
indemnified party in respect of which indemnity may be sought hereunder, notify
the indemnifying party in writing of the claim or action; provided that the
failure to notify the indemnifying party shall not relieve it from any liability
that it may have to an indemnified party on account of the indemnity agreement
contained in paragraph (a) or (b) above except to the extent that the
indemnifying party was actually substantially prejudiced by such failure, and in
no event shall such failure relieve the indemnifying party from any other
liability that it may have to such indemnified party. If any such claim or
action shall be brought against an indemnified party, and it shall have notified
the indemnifying party thereof, unless based on the advice of counsel to such
indemnified party a conflict of interest between such indemnified party and
indemnifying parties may exist in respect of such claim, the indemnifying party
shall be entitled to participate therein and, to the extent that it wishes,
jointly with any other similarly notified indemnifying party, to assume the
defense thereof. After notice from the indemnifying party to the indemnified
party of its election to assume the defense of such claim or action and the
prompt undertaking of such defense with counsel reasonably acceptable to the
indemnified party, the indemnifying party shall not be liable to the indemnified
party under this Section 2.08 for any legal or other expenses subsequently
incurred by the indemnified party in connection with the defense thereof. Any
indemnifying party against whom indemnity may be sought under this Section 2.08
shall not be liable to indemnify an indemnified party if such indemnified party
settles such claim or action without the consent of the indemnifying party (such
consent not to be unreasonably withheld, delayed or conditional). The
indemnifying party may not agree to any settlement of any such claim or action,
other than solely for monetary damages for which the indemnifying party shall be
responsible hereunder, the result of which any remedy or relief shall be applied
to or against the indemnified party, without the prior written consent of the
indemnified party, which consent shall not be unreasonably withheld. In any
action hereunder as to which the indemnifying party has assumed the defense
thereof, the indemnified party shall continue to be entitled to participate in
the defense thereof, with counsel of its own choice, but the indemnifying party
shall not be obligated hereunder to reimburse the indemnified party for the
costs thereof unless (i) the indemnifying party agrees to pay such costs or (ii)
the indemnifying party fails to promptly assume and continue the defense of such
claim or action with counsel reasonably satisfactory to the indemnified party.

                  (d) If the indemnification provided for in this Section 2.08
from an indemnifying party shall for any reason be unavailable to an indemnified
party (other than in accordance with its terms) in respect of any loss, claim,
damage, liability or expense referred to herein, then such indemnifying party
shall, in lieu of indemnifying such indemnified party, contribute to the amount
paid or payable by such indemnified party as a result of such loss, claim,
damage, liability or expense in such proportion as is appropriate to reflect the
relative fault of such indemnifying party on the one hand and of such
indemnified party on the other hand in connection with the statements or
omissions (or actions) that resulted in such losses, claims, damages,
liabilities or expenses as well as any other relevant equitable considerations.
The relative fault of the indemnifying party on the one hand and the indemnified
party on the other hand shall be determined by reference to, among other things,
whether the untrue or


<PAGE>
                                                                              15


alleged untrue statement of a material fact or the omission or alleged omission
to state a material fact relates to information supplied by such indemnifying
party or indemnified party and the parties' relative intent, knowledge, access
to information and opportunity to correct or prevent such statement or omission.
The amount paid or payable by an indemnified party as a result of the loss,
claim, damage, liability or expense in respect thereof referred to above in this
paragraph (d), shall be deemed to include, for purposes of this paragraph (d),
any legal or other expenses reasonably incurred by such indemnified party in
connection with investigating or defending any such action or claim.

                  The parties hereto agree that it would not be just and
equitable if contribution pursuant to this Section 2.08 were determined by pro
rata allocation or by any other method of allocation which does not take account
of the equitable considerations referred to in this paragraph (d).
Notwithstanding any other provision of this Section 2.08, no Holder shall be
required to contribute any amount in excess of the amount by which the proceeds
of the offering received by such Holder exceeds the amount of any damages which
such Holder has otherwise been required to pay by reason of such untrue or
alleged untrue statement or omission or alleged omission.

                  No person guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the 1933 Act) shall be entitled to contribution from
any person who was not guilty of such fraudulent misrepresentation. Each
Holder's obligation to contribute is several in the proportion that the proceeds
of the offering received by such Holder bears to the total proceeds of the
offering, and not joint.

                  (e) The obligations of the parties under this Section 2.08
shall be in addition to any liability that any party may otherwise have to any
other party.

                  SECTION 2.09. Holdback Agreements. (a) From the date of this
Agreement to the date on which the Merger Agreement is terminated in accordance
with its terms, each Holder agrees not to effect (and to cause its controlled
affiliates not to effect) any sale or distribution (including any open market
sales and any offerings made in reliance on Rule 144A under the 1933 Act or
similar distribution) of any Registrable Securities or any other equity security
of the Company, or any securities convertible into or exchangeable or
exercisable for Registrable Securities or other equity securities of the
Company, including a sale pursuant to Rule 144 and any hedging or derivative
transaction involving such securities.

                  (b) To the extent not inconsistent with applicable law, in the
event that any Registrable Securities shall be registered in connection with an
underwritten offering, each Holder agrees not to effect (and to cause its
controlled affiliates not to effect) any public sale or distribution (including
any open market sales and any offerings made in reliance on Rule 144A under the
1933 Act or similar distribution) of Registrable Securities or any other equity
security of the Company, or any securities convertible into or exchangeable or
exercisable for Registrable Securities or other equity securities of the
Company, including a sale pursuant to Rule 144 and any hedging or derivative
transaction involving any such securities, during the 14 days prior to, and
during the 90-day period beginning on, the later of (i) the effective date of
such registration or (ii) the commencement of a public distribution of such
Registrable Securities pursuant to such


<PAGE>
                                                                              16


registration, in each case if and to the extent requested by the Company or the
lead or managing underwriter of such underwritten offering.

                  (c) In connection with any registration of Registrable
Securities in connection with an underwritten offering, the Company agrees not
to effect any public sale or distribution of any of its equity securities, or
any securities convertible into or exchangeable or exercisable for its equity
securities (except pursuant to a registration statement on Form S-4 or Form S-8
or any successor or similar forms thereto) during the 20 days prior to, and
during the 90-day period beginning on, the later of (i) the effective date of
such registration or (ii) the commencement of a public distribution of such
Registrable Securities pursuant to such registration.

                  (d) In the event of a proposed offering of debt or equity
securities by the Company for its own account at any time during the Effective
Period, whether or not such offering is to be registered under the 1933 Act or
any Registrable Securities shall be registered in connection therewith, if
requested in writing by the Company, each Holder agrees not to effect (and to
cause its controlled affiliates not to effect) any public sale or distribution
(including any open market sales and offerings made in reliance on Rule 144A
under the 1933 Act or similar distribution) of Registrable Securities or any
other equity security of the Company, or any securities convertible into or
exchangeable or exercisable for Registrable Securities or other equity
securities of the Company, including a sale pursuant to Rule 144 and any hedging
or derivative transaction involving any such securities, for such period prior
to or following such offering, not to exceed 75 days in any calendar year, as
the Company may so request.

                  SECTION 2.10. Priority Rights of Holders. The Company hereby
agrees not to enter into any agreement for the registration, sale or
distribution of any of the Company's securities with terms that conflict with
the terms set forth in this Agreement with respect to each Holder.

                  SECTION 2.11. Holder Covenants. Each Holder hereby covenants
and agrees that:

                  (a) it will not sell any Registrable Securities under any
registration statement covering Registrable Securities until is has received
notice from the Company that such registration statement and any post-effective
amendments thereto have become effective; provided that the Company shall notify
each Holder promptly when such registration statement and any post-effective
amendments thereto have become effective;

                  (b) it will comply with the prospectus delivery requirements
of the Securities Act as applicable to it in connection with the sales of
Registrable Securities pursuant to a registration statement;

                  (c) it shall promptly furnish to the Company such information
regarding the Holder, the Registrable Securities held by it and the distribution
proposed by the Holder as the Company may request in writing and shall otherwise
cooperate with the Company to the extent such information or cooperation is
required in connection with any registration, qualification or compliance
referred to in this Agreement;


<PAGE>
                                                                              17


                  (d) it shall notify the Company as promptly as practicable of
any inaccuracy or change in information previously furnished to the Company or
of the happening of any event, in either case as a result of which any
prospectus relating to such registration contains an untrue statement of a
material fact regarding the Holder or the distribution of such Registrable
Securities or omits to state any material fact regarding the Holder or the
distribution of such Registrable Securities required to be stated therein or
necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading, and to furnish to the Company
promptly any additional information required to correct and update any
previously furnished information or required such that such prospectus shall not
contain, with respect to the Holder or the distribution of such Registrable
Securities, an untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary to make the statements therein,
in the light of the circumstances under which they were made, not misleading.

                  SECTION 2.12. Termination. Effective immediately upon the
consummation of the transactions contemplated by the Merger Agreement, this
Agreement (other than Article III, which shall survive such termination) shall
thereupon automatically terminate and become null and void without any further
action on the part of any party hereto.

                                  ARTICLE III

                                  Miscellaneous

                  SECTION 3.01. Amendments and Waivers. This Agreement may not
be amended except by an instrument in writing signed on behalf of each of the
parties hereto. By an instrument in writing, the Investor, on the one hand, or
the Company, on the other hand, may waive compliance by the other with any term
or provision of this Agreement that such other party was or is obligated to
comply with or perform.

                  SECTION 3.02. Notices. All notices or other communications
required or permitted to be given hereunder shall be in writing and shall be
delivered by hand or sent by facsimile or sent, postage prepaid, by registered,
certified or express mail or overnight courier service and shall be deemed given
when so delivered by hand or facsimile (upon receipt of confirmation), or if
mailed, one day after mailing, as follows:

                  (a) If to the Company, to:

                           EchoStar Communications Corporation
                           5701 South Santa Fe Drive
                           Littleton, Colorado 80120
                           Fax: 303-723-1699

                           Attention: David K. Moskowitz, General Counsel


<PAGE>
                                                                              18


                           with a copy to:

                           Sullivan & Cromwell
                           125 Broad Street
                           New York, NY 10004
                           Fax: 212-558-3588

                           Attention: Francis J. Aquila and John J. O'Brien

                  (b) If to the Investor or any other Holder, to:

                           Vivendi Universal
                           42, Avenue de Friedland
                           75380 Paris Cedex 08
                           France
                           Fax: 33-1-7171-1414

                           Attention: Mr. Guillaume Hannezo

                           with a copy to:

                           Cravath, Swaine & Moore
                           Worldwide Plaza
                           825 Eighth Avenue
                           New York, NY 10019
                           Fax: 212-474-3700

                           Attention:  Faiza J. Saeed

                  SECTION 3.03. Interpretation. (a) The headings contained in
this Agreement are for reference purposes only and shall not affect in any way
the meaning or interpretation of this Agreement.

                  (b) For all purposes hereof:

                  "including" means including, without limitation.

                  "subsidiary" of any person means another person, an amount of
the voting securities, other voting rights or voting partnership interests of
which is sufficient to elect at least a majority of its board of directors or
other governing body (or, if there are no such voting interests, 50% or more of
the equity interests of which) is owned directly or indirectly by such first
person.

                  SECTION 3.04. Severability. This Agreement shall be deemed
severable, and the invalidity or unenforceability of any term or provision
hereof shall not affect the validity or enforceability of this Agreement or of
any other term or provision hereof. Furthermore, in lieu of any such invalid or
unenforceable term or provision, the parties hereto intend that there shall


<PAGE>
                                                                              19


be added as a part of this Agreement a provision as similar in terms to such
invalid or unenforceable provision as may be possible and be valid and
enforceable.

                  SECTION 3.05. Counterparts. This Agreement may be executed in
one or more counterparts, all of which shall be considered one and the same
agreement, and shall become effective when one or more such counterparts have
been signed by each of the parties and delivered to the other parties.

                  SECTION 3.06. Entire Agreement; No Third-Party Beneficiaries.
This Agreement (i) constitutes the entire agreement and supersedes all prior
agreements and understandings, both written and oral, among the parties with
respect to the subject matter hereof and (ii) except for the provisions of
Section 2.08, is not intended to confer upon any person other than the parties
hereto any rights or remedies hereunder.

                  SECTION 3.07. Governing Law. This Agreement shall be governed
by and construed in accordance with the laws of the State of New York regardless
of the laws that might otherwise apply under applicable principles of law
thereof.

                  SECTION 3.08. Assignment. Except as provided in clause (ii) or
(iii) of the definition of Holder, neither this Agreement nor any of the rights,
interests or obligations under this Agreement shall be assigned, in whole or in
part, by operation of law or otherwise, by any of the parties without the prior
written consent of the other parties. Any purported assignment without such
consent shall be void. Subject to the preceding sentences, this Agreement will
be binding upon, inure to the benefit of, and be enforceable by, the parties and
their respective successors and assigns.

                  SECTION 3.09. Enforcement. The parties agree that irreparable
damage would occur and that the parties would not have any adequate remedy at
law in the event that any of the provisions of this Agreement were not performed
in accordance with their specific terms or were otherwise breached. It is
accordingly agreed that the parties shall be entitled to an injunction or
injunctions to prevent breaches of this Agreement and to enforce specifically
the terms and provisions of this Agreement in any New York state court, any
Federal court located in the State of New York or any Colorado state court or
Federal court located in the State of Colorado, this being in addition to any
other remedy to which they are entitled at law or in equity. In addition, each
of the parties hereto (i) consents to submit itself to the personal jurisdiction
of any New York state court or any Federal court located in the State of New
York or any Colorado state court or Federal court located in the State of
Colorado in the event any dispute arises out of this Agreement, (ii) agrees that
it will not attempt to deny or defeat such personal jurisdiction by motion or
other request for leave from any such court, (iii) agrees that it will not bring
any action relating to this Agreement in any court other than a New York state
court or any Federal court sitting in the State of New York or any Colorado
state court or Federal court located in the State of Colorado and (iv) waives
any right to trial by jury with respect to any claim or proceeding related to or
arising out of this Agreement or any transaction contemplated hereby.



<PAGE>


                  IN WITNESS WHEREOF, the Company and the Holders have caused
this Agreement to be duly executed as of the day and year first above written.


                                          ECHOSTAR COMMUNICATIONS CORPORATION,

                                          by
                                              /s/ David K. Moskowitz
                                            ------------------------------------
                                            Name: David K. Moskowitz
                                            Title: Senior Vice President
                                                   and General Counsel


                                          VIVENDI UNIVERSAL, S.A.,

                                          by
                                               /s/ Jean-Marie Messier
                                            ------------------------------------
                                            Name: Jean-Marie Messier
                                            Title: Chairman and Chief
                                                   Executive Officer