<PAGE>
                                                                   Exhibit 10.10

                          AMERICOM-6 KU-BAND SATELLITE

                       BARE TRANSPONDER SERVICE AGREEMENT

         THIS  AGREEMENT  between SES Americom,  Inc., as agent for SES Americom
Colorado,  Inc., and Rainbow DBS Company, LLC ("Customer"),  a limited liability
company  organized under the laws of Delaware,  is made effective as of the date
of the last  signature  below.  All  references to "SES  Americom"  herein shall
include  both SES  Americom  Colorado,  Inc.  and SES  Americom,  Inc.  as agent
therefor.  Defined  terms used in this  Agreement  have the  meanings  specified
herein.

ARTICLE 1. SERVICE PROVIDED

A. SCOPE.

         (1) SES Americom  will provide to Customer Bare  Transponder  Protected
Service on the Americom-6  ("AMC-6") Satellite  ("Service"),  with the number of
Transponders as specified below. Service will be provided in accordance with the
terms  and  conditions  set  forth in this  Agreement,  including  Attachment  A
(Transponder  Performance  Specifications),  Attachment B (Commercial Operations
System  User's  Guide),  Attachment  C (Form of Letter of Credit),  Attachment D
(Form of Parent  Guaranty),  Attachment E  (Operational  Report  Elements),  and
Attachment F (Methodology for Determining MRC) (collectively,  the "Agreement").
Subject to Section 4.A, the  Satellite is authorized to be and is located at the
72(degree)  W.L.  orbital  position.  Subject to Section 4.A, the Satellite may,
however,  be located at any other orbital position  hereafter  authorized by the
FCC.  Technical  performance  criteria for the  Satellite  are  described in the
Transponder   Performance   Specifications   set  forth  in  Attachment  A.  The
transponder  assignments  are as  described  below and will be  changed  only in
accordance with this Agreement.

         (2) The Service will commence on October 1, 2004, on the first group of
thirteen  (13)  Transponders  ("Transponder  Group 1").  *** All other terms and
conditions of this Agreement shall apply to such Service.

         (3) The Service will  commence on January 1, 2005,  on the second group
of three (3) Transponders  ("Transponder Group 2"). SES Americom will assign the
Transponders  in  Transponder  Group 2 no later than two (2) months prior to the
commencement date of Service for Transponder Group 2.

         (4) Customer has the option to elect  Service on a third group of three
(3) Transponders  ("Transponder  Group 3"),  provided that Customer has notified
SES Americom in writing of its  election of this option on or before  January 1,
2005.  Service  on each  Transponder  in  Transponder  Group 3 is subject to SES
Americom  making each such  Transponder  available for Service.  If elected (and
subject  to the  prior  sentence),  the  Service  for  Transponder  Group 3 will
commence on a date or dates to be mutually  agreed by SES  Americom and Customer
(which  date  shall be no later than  January  1,  2006).  The  Transponders  in



***  Certain  confidential  portions of this  exhibit  were  omitted by means of
     redacting  a portion  of the text.  Copies of the  exhibit  containing  the
     redacted  portions  have been  filed  separately  with the  Securities  and
     Exchange  Commission  subject  to  a  request  for  confidential  treatment
     pursuant to Rule 24b-2 under the Securities Exchange Act.

<PAGE>

Transponder  Group 3 will be  identified  at least  sixty (60) days prior to the
agreed upon  Service  commencement  date and in no event  later than  October 1,
2005.

         (5) Customer has the option to elect Service on a fourth group of up to
five (5)  Transponders  ("Transponder  Group 4"),  provided  that  Customer  has
notified SES Americom in writing of its desire to elect this option on or before
January 1, 2006,  which notice  shall  specify how many of the  Transponders  in
Transponder  Group 4  Customer  wishes to use.  Service on each  Transponder  in
Transponder  Group 4 elected by Customer is subject to SES Americom  making each
such  Transponder  available  for Service.  Upon receipt of  Customer's  written
notice electing its option to take Service on Transponder  Group 4, SES Americom
will  undertake  to  determine  whether  the number of  Transponders  desired by
Customer will be available for Service *** On or before April 1, 2006, Customer
shall provide  written notice to SES Americom of its election to take Service on
one or more of the  Transponders  which  SES  Americom  informed  Customer  were
available.   If  elected,  the  Service  for  Transponder  Group  4  as  to  the
Transponder(s)  elected by Customer  and made  available  by SES  Americom  will
commence on a date or dates to be mutually  agreed by SES  Americom and Customer
(which  date  shall be no later than  January  1,  2007).  The  Transponders  in
Transponder  Group 4 will be  identified  at least  sixty (60) days prior to the
agreed upon  Service  commencement  date and in no event  later than  October 1,
2006.

B. TERM. The term for Service  ("Service Term") on Transponder  Group 1 provided
under this  Agreement  shall  commence  on  October  1, 2004 (the  "Commencement
Date"),  except for those Transponders for which the Commencement Date is August
1, 2004 pursuant to Section 1.A(2). The Service Term for Transponder Groups 2, 3
and  4  shall  commence  as  specified  in  Sections   1.A.(3),   (4)  and  (5),
respectively. The Service Term for all Transponder Groups and for this Agreement
shall end,  except as  otherwise  provided  herein,  on the earliest of: (1) the
End-of-Life  or Replacement  Date of the  Satellite;  (2) the date the Satellite
becomes a Satellite Failure; (3) with respect to any particular Transponder, the
date  the  Transponder  on  which  Service  is  provided   hereunder  becomes  a
Transponder  Failure  and cannot be  restored;  or (4)  September  30, 2014 (the
"Projected  Termination  Date").  If SES Americom  intends to provide service on
Ku-band  transponders  after the end of the Service Term on the Satellite,  then
Customer  will have a right of first refusal to extend the Service Term on terms
and  conditions  to be mutually  agreed by the parties,  provided  that Customer
shall  notify SES  Americom in writing of its desire to extend the Service  Term
not later than twenty-four (24) months prior to the Projected  Termination Date.
The parties will negotiate in good faith  exclusively  for a period of three (3)
months following such notice by Customer,  and if no agreement is reached during
such  period  then the  parties  shall  have no further  obligations  under this
Agreement regarding Service after the end of the Service Term.

C. SERVICE PRIORITIES. SES Americom shall promptly take all steps stated in this
Section,  consistent  with  protecting  the Satellite and all services  provided
thereon,  to  restore  any of  Customer's  affected  Transponders  as quickly as
possible should such Transponder(s)  become a Transponder  Failure.  Restoration
shall  be  effected  in the  following  manner  and  order,  on a  first-needed,
first-served basis: first, by utilizing any available Replacement Transponder on
the

                                      -2-

***  Certain  confidential  portions of this  exhibit  were  omitted by means of
     redacting  a portion  of the text.  Copies of the  exhibit  containing  the
     redacted  portions  have been  filed  separately  with the  Securities  and
     Exchange  Commission  subject  to  a  request  for  confidential  treatment
     pursuant to Rule 24b-2 under the Securities Exchange Act.

<PAGE>

Satellite;  and second, if no such Replacement  Transponder is available, by
using a  Preemptible  Transponder  on the  Satellite,  if  available  (E.G.,  if
Customer is taking service on twenty-four (24) Transponders,  then there will be
no Preemptible  Transponder).  If no such Protection Transponder is available on
the Satellite, Customer's Service shall not be restored. If access to Protection
Transponders on the Satellite is required for more than one Ku-band  transponder
as a result of simultaneous  transponder failures,  such access shall be granted
in Contract Order (defined as the opposite order from Reverse  Contract  Order).
Any  Transponder  restoration  shall  be  effected  by SES  Americom  as soon as
technically  feasible  but in any  event in not more  than one (1) hour  after a
Transponder is a Transponder  Failure  (provided  that such one-hour  obligation
shall not commence  until Customer has vacated use of the  Transponder)  and any
Protection  Transponder  provided  to  Customer  shall be  deemed a  Transponder
Protected Transponder.

D.  OTHER  COLLABORATION.   SES  Americom  agrees,  at  Customer's  request,  to
collaborate on the design and deployment of Customer's  next-generation  Ka-band
satellite system, with possible operational or financing services to be provided
by SES Americom. Any agreements resulting from such collaboration are subject to
mutual agreement of the parties, each acting in its sole discretion.

E. NOTICES.  All notices  regarding  technical or operational  matters requiring
immediate attention will be given by telephone followed by written notification.
All other notices and requests will be in writing  delivered to the  address(es)
set forth  below or to such  other  address(es)  as the party may  designate  in
writing.

IF TO BE GIVEN TO CUSTOMER:                   IF TO BE GIVEN TO SES AMERICOM:

Attn:  Thomas Greco                           Attn:  Kent Verner
Vice President, Business Development          Manager, Satellite Services

Rainbow DBS Company, LLC                      SES Americom, Inc.

200 Jericho Quadrangle, 2d Floor              Four Research Way
Jericho, NY 11753                             Princeton, NJ 08540

Fax #:  (516) 803-4924                        Fax #:  (609) 987-4517

Tel #:  (516) 803-4914                        Tel #:  (609) 987-4017

cc:  General Counsel                          cc:  General Counsel

Fax #:  (516) 803-4735                        Fax #:  (609) 987-4233

CUSTOMER'S 24 HOUR EMERGENCY TELEPHONE # FOR TECHNICAL/OPERATIONAL ISSUES:

TEL #:  (516) 803-0350

                                      -3-

***  Certain  confidential  portions of this  exhibit  were  omitted by means of
     redacting  a portion  of the text.  Copies of the  exhibit  containing  the
     redacted  portions  have been  filed  separately  with the  Securities  and
     Exchange  Commission  subject  to  a  request  for  confidential  treatment
     pursuant to Rule 24b-2 under the Securities Exchange Act.

<PAGE>

ARTICLE 2. PAYMENT

A.  MONTHLY  RECURRING  SERVICE  CHARGE.  Customer  will pay to SES Americom for
Service a monthly  recurring  service charge ("MRC") in accordance with Sections
2.A.(1) and (2) below:

     (1)  For  each  Transponder  in  Transponder  Group  1,  the MRC will be as
          follows:

          ***

     (2)  ***

B.  SECURITY.

         (1) On or  before  May 1,  2004,  Customer  will,  in order  to  secure
performance  of its  obligations  hereunder,  deliver to SES Americom (a) a cash
deposit (the "Cash Deposit") in the amount of *** U.S. Dollars *** , and (b) one
or more  irrevocable  letter(s)  of credit in the  aggregate  amount of *** U.S.
Dollars *** in the form  attached  hereto as  Attachment  C (such  letter(s)  of
credit  collectively  referred to as the  "Letters of Credit")  issued by one or
more bank(s) acceptable to SES Americom. (Bank of America,  Citigroup, JP Morgan
Chase,  Scotia Bank and Toronto Dominion are each deemed to be a bank acceptable
to SES Americom.)

         (2)  The  Cash  Deposit  will be wire  transferred  to an SES  Americom
account in accordance with instructions provided by SES Americom.  (SES Americom
is not obligated to segregate the Cash Deposit from other  assets.) The proceeds
of the Cash  Deposit  may be  applied  by SES  Americom  to the  obligations  of
Customer  hereunder.  If the Cash Deposit is utilized by SES Americom,  Customer
shall  restore  the Cash  Deposit to the  initial  amount of *** within five (5)
business  days  from  the  date  that  SES  Americom  notifies  Customer  of the
obligation to restore.  Failure to maintain the Cash Deposit shall be treated as
a  failure  by  Customer  to  make a  payment  due to SES  Americom  under  this
Agreement. Upon condition that Customer shall otherwise have performed fully all
of the terms hereunder,  SES Americom shall return to Customer the amount of the
Cash Deposit without interest by ***.

         (3)  Customer  shall  cause the  Letters of Credit  (together  with any
renewal or  replacement  thereof) to remain in full force and effect  until ***.
The Letters of Credit may be drawn upon by SES Americom in accordance with their
terms. Multiple and partial draw-downs may be made against them. The proceeds of
any drawing shall be applied to the obligations of Customer  hereunder.  Failure
to provide the Letters of Credit by May 1, 2004,  and/or failure to maintain the
Letters of Credit  throughout the required term shall be treated as a failure by
Customer to make a payment due to SES Americom under this Agreement.

         (4) If the Letters of Credit or any renewal or replacement  thereof are
drawn  upon,  Customer  shall  cause the  Letters of Credit then in effect to be
replaced such that the principal  amount of the Letters of Credit is restored to
the amount of the  initial  Letters of Credit.  Failure to obtain and deliver to
SES Americom a replacement of the Letters of Credit as provided in the preceding
sentence  within five (5) business days from the date of each such drawing shall
entitle  SES  Americom  to draw upon the Letters of Credit then in effect and to
hold the proceeds as a

                                      -4-

***  Certain  confidential  portions of this  exhibit  were  omitted by means of
     redacting  a portion  of the text.  Copies of the  exhibit  containing  the
     redacted  portions  have been  filed  separately  with the  Securities  and
     Exchange  Commission  subject  to  a  request  for  confidential  treatment
     pursuant to Rule 24b-2 under the Securities Exchange Act.

<PAGE>

security deposit. Such security deposit may be used by SES Americom as an offset
for any amounts due SES Americom at ***, or, in the event of termination of this
Agreement  prior to ***,  for any  liabilities  of Customer  arising out of such
termination.  Upon condition that Customer shall  otherwise have performed fully
all of the terms hereunder,  SES Americom shall return to Customer the amount of
the deposit by ***.

         (5) At any time after July 1, 2005 and during the period  during  which
the Cash Deposit and the Letters of Credit are in place, Customer may deliver to
SES Americom a parent guaranty in the form attached as Attachment C (the "Parent
Guaranty")  in  replacement  of the Cash  Deposit  and the  Letters  of  Credit,
provided  that the Parent  Guaranty  is to be issued and  executed  by an entity
("Newco")  expected  to be formed,  and further  provided  that (i) Newco is the
direct and  beneficial  owner of 100% of Customer  (I.E.,  Rainbow DBS  Company,
LLC),  American Movie Classics  Company,  Women's  Entertainment and Independent
Film Channel,  LLC, and (ii) Newco has long term senior  unsecured  debt that is
rated  equal to or greater  than a rating of BBB+ by  Standard & Poor's  Ratings
Services (or if Newco is unmated, Newco has creditworthiness at least equivalent
to the specified credit criteria as reasonably determined by SES Americom in its
sole judgment) (the  requirements  set forth in clauses (i) and (ii) hereinafter
referred to as the "Credit Criteria").

         (6)  In  the  event  that  after  delivery  of  a  Parent  Guaranty  in
replacement  of the Cash  Deposit and the Letters of Credit  Newco does not meet
the Credit Criteria,  then within thirty (30) days after written notice from SES
Americom  Customer shall deliver to SES Americom a Cash Deposit and a Letters of
Credit as required by paragraph  (1), and the terms of paragraphs  (1)-(4) shall
thereafter apply to such Cash Deposit and Letters of Credit.  Failure to deliver
the Cash  Deposit and  Letters of Credit  within  such  30-day  period  shall be
grounds for  immediate  termination  of this  Agreement by SES  Americom  (I.E.,
without application of the cure period under Article 9.A).

         (7) With  reference to the  obligation  in paragraph (1) to provide the
Cash Deposit and the Letters of Credit on or before May 1, 2004,  Customer shall
have the right in the alternative to provide  Letters of Credit only (I.E.,  and
not a Cash Deposit) on or before May 1, 2004, in the amount of *** U.S.  Dollars
*** and otherwise in the form of Attachment C. If Customer has provided the Cash
Deposit  and the  Letters of Credit,  Customer  shall have the right at any time
after May 1, 2004,  to replace  the Cash  Deposit and the Letters of Credit with
Letters of Credit only,  provided  that such Letters of Credit are in the amount
of ***  U.S.  Dollars  ***,  are  otherwise  in the  form of  Attachment  C, and
otherwise meets the requirements of this Agreement.

C. EARLY TERMINATION OPTIONS.

         (1) Customer has the right to terminate this Agreement on ***, provided
that *** and (c) upon  receipt of such  termination  notice from  Customer,  SES
Americom  shall be  immediately  entitled  to ***.  In the event that ***,  then
Customer shall promptly pay SES Americom in cash the amount ***.

                                      -5-

***  Certain  confidential  portions of this  exhibit  were  omitted by means of
     redacting  a portion  of the text.  Copies of the  exhibit  containing  the
     redacted  portions  have been  filed  separately  with the  Securities  and
     Exchange  Commission  subject  to  a  request  for  confidential  treatment
     pursuant to Rule 24b-2 under the Securities Exchange Act.

<PAGE>

         (2) Customer has the right to terminate this  Agreement  ***  provided
that *** (c) Customer  pays SES Americom on the date of notice an amount ***
determined in accordance with the following sentence. ***

         (3) Customer has the right to terminate  this Agreement as of September
30, 2008 ***,  provided  that *** and (c) on the ***  Customer pays SES Americom
the amount of *** for each  Transponder on which Service is then being provided.
***.

         (4)  Customer  has the right to  terminate  this  Agreement on five (5)
days'  notice,  if  (a)  three  (3)  or  more  of the  Transponders  are  Failed
Transponders  that cannot be restored on the  Satellite,  and (b)  Customer  has
notified  SES Americom in writing  within  thirty (30) days of there being three
(3) or more Failed  Transponders that cannot be restored of Customer's  decision
to terminate the Agreement  pursuant to this Section  2.C(4).  In the event that
(x) three (3) or more Transponders  have become Failed  Transponders that cannot
be restored on the Satellite,  and (y) Customer has not terminated the Agreement
pursuant to this Section 2.C(4),  then on each subsequent  occurrence of another
Failed  Transponder  that  cannot be restored  Customer  shall have the right to
terminate the Agreement in accordance with the preceding sentence.

         (5) Upon  termination  of this Agreement  pursuant to Sections  2.C(1),
(2), (3) or (4) above,  neither Party shall have any further  obligations to the
other hereunder,  except with respect to provisions that expressly  provide that
they survive termination of this Agreement.

D.  BILLING AND PAYMENT.  Invoices  will be issued  monthly  thirty (30) days in
advance of the month in which  Service is to be provided  and are payable on the
first day of such month,  at  Customer's  option,  either by wire transfer or by
check as per the remittance  instructions on the respective monthly invoice.  On
payments not  received by the due date,  SES Americom may assess until such time
as payment in full is made, a late  payment  charge of the lesser of (i) one and
one-half percent (1.5%) per month compounded  monthly,  or (ii) the maximum rate
permitted by  applicable  law. A failure or delay by SES Americom to send a bill
will not relieve  Customer either of its obligation to pay on a timely basis for
Service or of its  obligation  to pay late payment  charges in the event of late
payment.  In  addition  to any other  rights  SES  Americom  may have under this
Agreement,  SES  Americom  may  suspend  provision  of Service on ten (10) days'
notice for failure to pay any sums due to SES Americom.

E. TAXES AND OTHER CHARGES. All charges hereunder are exclusive of taxes, duties
and other fees or  charges  levied by  governmental  authority  on the  Service.
Customer will pay directly or reimburse SES Americom for all such taxes,  duties
and other fees or charges.

ARTICLE 3. CREDITS FOR INTERRUPTIONS

         Credits for  Interruptions in Service of five (5) minutes or more shall
be granted to Customer as follows:

   CREDIT = (NUMBER OF MINUTES IN INTERRUPTION/43, 200) MULTIPLIED BY THE MRC

                                      -6-

***  Certain  confidential  portions of this  exhibit  were  omitted by means of
     redacting  a portion  of the text.  Copies of the  exhibit  containing  the
     redacted  portions  have been  filed  separately  with the  Securities  and
     Exchange  Commission  subject  to  a  request  for  confidential  treatment
     pursuant to Rule 24b-2 under the Securities Exchange Act.

<PAGE>

         The length of an Interruption  will be measured from the earlier of the
time SES  Americom  (i) is  notified by  Customer  of the  Interruption  or (ii)
becomes aware of the  Interruption.  The Interruption  will be deemed ended when
Service  is  restored  to the  Transponder  Performance  Specifications  and SES
Americom  has so  notified  Customer.  No credit will be due,  however,  if such
Interruption  is a result of, or  attributable in whole or part to (i) the fault
of  Customer,  any  Customer  Designee  (as  defined  below)  or  any  agent  or
subcontractor  of either,  (ii) the  failure or  unavailability  of  satellites,
transponders, facilities, services or equipment furnished to Customer other than
by SES  Americom,  (iii) sun  outages or rain  fade,  or (iv)  unless  otherwise
provided herein,  suspensions of Service made in accordance with this Agreement.
Except as otherwise specifically set forth in this Agreement, the aforementioned
credit  will be  Customer's  sole and  exclusive  remedy for  unavailability  of
Service  and/or  failure  of  Service  to  meet  the   Transponder   Performance
Specifications.

ARTICLE 4. SERVICE RESPONSIBILITIES

A.  LAWS AND  REGULATIONS  GOVERNING  SERVICE.  Location  and  operation  of the
Satellite, SES Americom's satellite system and SES Americom's ability to perform
are  subject  to  all  applicable  laws  and  regulations,   including   without
limitation,  the  Communications  Act of 1934,  as  amended,  and the  Rules and
Regulations of the FCC. SES Americom is, and will remain  throughout the Service
Term, in compliance with all such laws and  regulations.  Throughout the Service
Term, SES Americom will operate and provide for tracking,  telemetry and command
of the Satellite in  accordance  with  standard  practices in the industry.  SES
Americom will maintain the Satellite at 72(degree)  W.L.  throughout the Service
Term unless the FCC orders that the  Satellite be  relocated.  SES Americom will
not seek  permission  from the FCC to relocate the Satellite  during the Service
Term.

B. USE  CONDITIONS.  Customer  will use,  and will cause  others  authorized  or
permitted by Customer to access Service ("Customer's Designees") to use, Service
in accordance  with the conditions of use (as such may, upon notice,  be amended
for technical or operational  reasons)  contained in the  Commercial  Operations
Systems  User's Guide set forth in Attachment B ("User's  Guide").  In addition,
Customer  will use, and will cause  Customer's  Designees to use, the Service in
compliance in all material  respects with all applicable laws and regulations of
any  competent   authority  of  the  United  States  or  any  of  its  political
subdivisions governing the Satellite or Customer's use of the Service, including
laws governing the content of material; provided that SES Americom's sole rights
and  remedies  arising out of a breach of the  obligations  in this  Article 4.B
shall be limited to those stated in Sections 4.C, 4.D, 6.A, 7.C and 9.A.

C.  SUSPENSION OF SERVICE  (INTERFERENCE).  If Customer or  Customer's  Designee
fails to use the Service in accordance  with the  conditions of use contained in
the User's Guide,  and does not correct such failure  within thirty (30) minutes
after notice of such failure from SES Americom by telephone in  accordance  with
Section 1.E,  then SES Americom may take actions  (including  suspension  and/or
restriction of Service) it reasonably  believes  necessary to ensure  Customer's
compliance with the User's Guide.

D.  ***

                                      -7-

***  Certain  confidential  portions of this  exhibit  were  omitted by means of
     redacting  a portion  of the text.  Copies of the  exhibit  containing  the
     redacted  portions  have been  filed  separately  with the  Securities  and
     Exchange  Commission  subject  to  a  request  for  confidential  treatment
     pursuant to Rule 24b-2 under the Securities Exchange Act.

<PAGE>

ARTICLE 5. OPERATIONAL MATTERS

A. SERVICE ACCESS.  Except as set forth in Section 1.D., Customer is responsible
for providing,  operating and maintaining the equipment  necessary to access the
Satellite  and Service.  Customer at its expense shall provide SES Americom with
any descrambling or decoding devices that may be required for signal monitoring.
At a mutually  agreed time,  and prior to Customer  transmitting  from its earth
station(s),  Customer will  demonstrate to SES Americom's  designated  Technical
Operations  Center that its earth  station(s)  comply with the satellite  access
specifications contained in the User's Guide.

B.  ACTION TO PROTECT  SATELLITE.  SES  Americom  shall have sole and  exclusive
control of  operation  of the  Satellite.  If  circumstances  occur which in SES
Americom's  reasonable  judgment  pose a threat to the stable  operation  of the
Satellite,  SES  Americom  shall  have the right to take  action  it  reasonably
believes  necessary  to  protect  the  Satellite,  including  discontinuance  or
suspension  of  operation  of the  Satellite,  the  Transponder(s)  or any other
transponder, without any liability to Customer, except that Customer may receive
a credit computed as provided in Article 3 hereunder, and Customer may treat any
affected  Transponders as Transponder  Failures and exercise the rights Customer
has hereunder related to Transponder Failures.  SES Americom shall give Customer
as much notice as practical under the  circumstances of any such  discontinuance
or suspension.  If it becomes necessary to discontinue or suspend service on one
or more transponders on the Satellite,  and operational  circumstances allow SES
Americom  to select  the  transponder  or  transponders  to be  discontinued  or
suspended,  SES Americom  will make such  selection in Reverse  Contract  Order,
without  distinction,  for  purposes of this  Section,  between the  Satellite's
C-band and Ku-band payloads.

C.  OPERATIONS  REPORTS AND  COMMUNICATIONS.  Following  the  execution  of this
Agreement and continuing throughout the Service Term, SES Americom shall provide
Customer with monthly written operational reports concerning the Satellite. Such
reports  shall be delivered  within  thirty (30) days of the close of each month
and shall contain the elements set forth in Attachment E.

D. ANOMALOUS OPERATION  NOTIFICATION AND PERFORMANCE  RECORDS. SES Americom will
notify  Customer as soon as  reasonably  possible,  by  telephone  notice and in
writing,  of any significant  incidents (and any responses thereto) with respect
to the Satellite that have a potential  materially adverse effect on the Service
provided under this Agreement,  including the health of the Satellite as related
thereto.  The incidents to which the foregoing applies will include incidents on
other  satellites  owned by SES  Americom,  provided  that SES  Americom  is not
restricted  from  disclosing  such  information  to Customer  by  non-disclosure
agreement(s).

E. INTERRUPTION REPORTS. Within five (5) business days after any interruption of
transmissions  on the Satellite,  caused by the operation or malfunction of such
Satellite  and not the uplink  stations,  SES Americom will submit to Customer a
report concerning such  interruption.  Such report will include (i) the official
start time of the interruption,  (ii) the official

                                      -8-

***  Certain  confidential  portions  of   this  exhibit  were  omitted  by
means   of  redacting  a  portion  of  the  text.  Copies  of  the  exhibit
containing  the redacted  portions  have been  filed  separately  with  the
Securities  and  Exchange  Commission subject to a request for confidential
treatment  pursuant  to  Rule  24b-2  under  the Securities Exchange   Act.

<PAGE>

end time of the  interruption,  if ended,  (iii) the cause of the  interruption,
(iv) any measures taken by SES Americom to remedy such interruption, and (v) any
measures taken by SES Americom to avoid such interruptions in the future.

ARTICLE 6. INDEMNIFICATION

A.  CUSTOMER  INDEMNIFICATION.  Customer  will  indemnify  and hold harmless SES
Americom, SES Global S.A., and any affiliates of either entity, from and against
all loss,  liability,  cost, expenses and damages of any nature (including,  but
not limited to, attorney fees and, to the extent permitted by law, any fines and
penalties) based on ***.

B. SES AMERICOM  INDEMNIFICATION.  SES Americom will indemnify and hold harmless
Customer and any of Customer's affiliates, from and against all loss, liability,
cost,  expenses  and  damages  of any nature  (including,  but not  limited  to,
attorney fees and to the extent permitted by law, any fines and penalties) based
on third party claims arising out of,  resulting  from or in connection  with an
allegation that the provision of Service or Customer's use thereof in accordance
with this Agreement  infringes alleged patents,  copyrights,  mask works,  trade
secrets or other  intellectual  property rights of any third party. SES Americom
shall have no  obligations  under this  Article if the alleged  infringement  is
based on a combination of equipment or services provided by SES Americom and any
other equipment or services not supplied to Customer by SES Americom unless such
combination is customary in the industry.

         If any Satellite on which Customer is taking  Service  pursuant to this
Agreement, or any Transponder,  becomes, or in SES Americom's opinion, is likely
to become, a subject of a claim, suit or proceeding alleging patent,  copyright,
mask work,  trade mark, or trade secret or other  intellectual  property  rights
infringement,  or if as a result of such suit or  proceeding  or the  settlement
thereof,  the use by Customer of the Service is  prohibited,  SES Americom shall
use its reasonable  efforts to achieve one or more of the following:  (i) obtain
for Customer the right to use the infringing item without any additional cost to
Customer; or (ii) modify the infringing item, provided the modification does not
affect  the  Transponder  Performance  Specifications,   subject  to  Customer's
approval (not to be unreasonably  withheld),  so that it becomes non-infringing.
In the event SES  Americom  is unable to  accomplish  either  (i) or (ii)  above
within  thirty  (30)  days  after  such  use is  enjoined  or  there  is a final
determination  by a court of competent  jurisdiction  that  continued  use would
constitute  an  infringement,  each party shall have a right to  terminate  this
Agreement by written notice to the other party and SES Americom shall refund any
amounts paid by Customer in advance for Services subsequent to such termination.
Such  refund  shall be made by SES  Americom  within  thirty (30) days after SES
Americom  receives  Customer's  request for the  refund,  If this  Agreement  is
terminated  pursuant to this  Section  6.B,  SES  Americom  will use  reasonable
efforts to assist  Customer  in  obtaining  an  alternative  for the  terminated
Service.

ARTICLE 7. WARRANTY DISCLAIMER; LIMITATION OF LIABILITY

A. WARRANTY DISCLAIMER. NO WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING
ANY WARRANTY OF  MERCHANTABILITY OR FITNESS FOR A PARTICULAR  PURPOSE,  APPLY TO
SERVICE  PROVIDED

                                      -9-

***  Certain  confidential  portions of this  exhibit  were  omitted by means of
     redacting  a portion  of the text.  Copies of the  exhibit  containing  the
     redacted  portions  have been  filed  separately  with the  Securities  and
     Exchange  Commission  subject  to  a  request  for  confidential  treatment
     pursuant to Rule 24b-2 under the Securities Exchange Act.

<PAGE>

HEREUNDER OR THE EQUIPMENT AND FACILITIES USED TO PROVIDE SERVICE. THE CONVEYING
BY SES AMERICOM OF  PROPRIETARY  INFORMATION  OR OTHER  INFORMATION  TO CUSTOMER
SHALL IN NO WAY ALTER THIS DISCLAIMER.

B. LIMITATION OF LIABILITY. With respect to any and all causes arising out of or
relating to this  Agreement,  including but not limited to claims of negligence,
breach of contract or warranty,  failure of a remedy to accomplish its essential
purpose or  otherwise,  Customer and SES Americom  agree that the other  party's
entire  liability  shall not exceed in the  aggregate the greater of (i) the MRC
paid by Customer to SES  Americom for Service in the month  preceding  the event
that is the cause of the  liability,  plus any  credits or refunds  that are due
with  respect  to  such  event  or  (ii)  Two  Hundred   Thousand  U.S.  Dollars
($200,000.00).  The parties  understand  and agree that the  limitations of this
paragraph are not  applicable to (w) damages  resulting  from a party's  willful
breach of this  Agreement,  (x) damages  suffered by a party as a consequence of
the wrongful  termination of this  Agreement by the other party,  (y) Customer's
obligations  in Article 2, and (z) the  termination  liability  obligations  set
forth in Section 9.C.

         Customer and SES Americom agree that in no event shall either party, or
their affiliated companies or the manufacturer or launch service provider of the
Satellite be liable for (i) any indirect, incidental,  consequential,  punitive,
special  or  other  similar  damages  (whether  in  contract,   tort  (including
negligence), strict liability or under any other theory of liability), including
but not limited to loss of actual or  anticipated  revenues or profits,  loss of
business,  customers or good will, or damages and expenses  arising out of third
party claims except those specified in Article 6 or (ii) any damages of whatever
kind, in the event the Satellite is positioned at an orbital location other than
as specified in Section 1 .A. The foregoing  exclusions shall apply even if such
party(s) has been advised of the possibility of such damages.

C.  EQUITABLE  RELIEF.  Customer and SES  Americom  shall have the right to seek
enforcement  of the  provisions of this  Agreement  through a decree of specific
performance.  SES Americom acknowledges and agrees that the Transponders used to
provide the Service are unique and not readily available on the open market, and
that if the  Service,  or any  portion  thereof,  is not  available  to Customer
because  the  material  terms of this  Agreement  are not  fulfilled  due to SES
Americom's breach, Customer's remedies at law would not be adequate.

ARTICLE 8. CONFIDENTIALITY AND NONDISCLOSURE

A. CERTAIN INFORMATION  REGARDING SERVICE.  The parties agree not to disclose to
third parties  (without the prior written consent of the  non-disclosing  party)
the material terms and  conditions of this Agreement  (including but not limited
to  the  prices,  payment  terms,  schedules,   protection   arrangements,   and
restoration  provisions  thereof),  except that SES Americom may disclose any of
the material terms and conditions of this Agreement to the extent such terms and
conditions are part of SES Americom's standard contract offerings and so long as
such disclosure does not directly or indirectly identify Customer,  and Customer
agrees not to disclose  any  information  provided  to Customer by SES  Americom
related to the design and performance  characteristics of the Satellite, and any
subsystems or components thereof, including the Transponders. The foregoing will
not preclude  SES  Americom or Customer  (without the

                                      -10-

***  Certain  confidential  portions of this  exhibit  were  omitted by means of
     redacting  a portion  of the text.  Copies of the  exhibit  containing  the
     redacted  portions  have been  filed  separately  with the  Securities  and
     Exchange  Commission  subject  to  a  request  for  confidential  treatment
     pursuant to Rule 24b-2 under the Securities Exchange Act.

<PAGE>

consent of the other) from disclosing, on a confidential basis, such information
to affiliates, or to its or their employees, agents, representatives,  auditors,
investors, purchasers or lenders, potential investors, purchasers or lenders, or
legal  counsel,  provided that (i) such  disclosures  are done on a need-to-know
basis, and (ii) each recipient is obligated to maintain the  confidentiality  of
the information in a manner consistent with this Agreement.

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

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

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

C. TRADE NAMES/TRADEMARK.  Neither Customer nor SES Americom shall in any manner
represent  that it has rights in or to any trade name or  trademark  used by the
other party.  Neither  Customer nor SES  Americom  shall  register or attempt to
register  any trade names or  trademark of the other party under the laws of any
jurisdiction,  or at any time do or cause to be done any act or thing  impairing
the  distinctiveness  of such trade names or trademarks or any part of the other
party's  interest therein whether or not they are registered in the jurisdiction
in which such party is located or does  business.  SES Americom  agrees that the
Customer may refer to the Satellite as "Rainbow-2" in  presentations,  marketing
materials  and  other  materials  associated  with  the sale  and  promotion  of
Customer's services transmitted on the Satellite, provided that (i) SES Americom
is not  restricted  in its naming of the  Satellite,  and (ii) FCC filings shall
reflect the Satellite name as determined by SES Americom.

                                      -11-

***  Certain  confidential  portions of this  exhibit  were  omitted by means of
     redacting  a portion  of the text.  Copies of the  exhibit  containing  the
     redacted  portions  have been  filed  separately  with the  Securities  and
     Exchange  Commission  subject  to  a  request  for  confidential  treatment
     pursuant to Rule 24b-2 under the Securities Exchange Act.

<PAGE>

ARTICLE 9. TERMINATION

A.  TERMINATION.  In  addition  to any rights of  termination  provided in other
Articles of this Agreement,  either party may terminate this Agreement by giving
the other  party  written  notice  thereof  in the  event:  (i) the other  party
materially  breaches this  Agreement and fails to cure such breach within thirty
(30) days after receipt of written notice thereof (except that if Customer fails
to pay amounts due hereunder,  such cure period shall be reduced to *** business
days);  or (ii) the other party is unable to perform its obligations as a result
of its becoming  insolvent or the subject of insolvency  proceedings,  including
without  limitation  if the other  party is  judicially  declared  insolvent  or
bankrupt,  or if any  assignment is made of the other  party's  property for the
benefit of its creditors, or if a receiver,  conservator,  trustee in bankruptcy
or other similar  officer is appointed by a court of competent  jurisdiction  to
take charge of all or any substantial part of the other party's property,  or if
a petition is filed by or against the other  party  under any  provision  of the
Bankruptcy Act now or hereafter  enacted,  and such  proceeding is not dismissed
within sixty (60) days after filing.  Customer may terminate  this  Agreement by
giving SES Americom  written  notice if the Satellite is relocated to an orbital
position other than 72(degree) W.L.

B. REFUNDS.  In the event of the end of the Agreement  pursuant to Article 1.B.,
or in the event of  termination by Customer  pursuant to this Agreement  (except
pursuant  to  Section  2.C),  or in the  event of  termination  by SES  Americom
pursuant to Article 10.G., SES Americom shall refund any portion of amounts paid
by Customer to SES Americom which relate to Service not provided by SES Americom
plus any credits that may be due to Customer.

C. TERMINATION  LIABILITY.  In the event of termination by SES Americom pursuant
to Section  9.A,  SES  Americom  shall be entitled to retain all amounts paid by
Customer to SES Americom hereunder,  and any credits that may be due to Customer
shall be forfeited.  In addition, SES Americom in its sole discretion may either
elect to (i) pursue any rights  and  remedies  it may have at law,  in equity or
otherwise or (ii) recover from Customer an amount equal to the net present value
(as of the date of such  termination) of the remaining  unpaid Service  charges,
computed as if this Agreement remained in effect until the Projected Termination
Date,  utilizing  a  discount  rate of 5% per annum,  plus late  charges on such
amount from the date of termination until payment in full ("Termination Value").
If SES Americom elects (ii) above and recovers such amount,  SES Americom agrees
to use that level of effort to  mitigate  its  damages  (I.E.,  the  Termination
Value) as is required by applicable  judicial authority (I.E., New York law). In
the event SES  Americom  does obtain a qualified  replacement  customer(s),  SES
Americom thereafter shall pay to Customer eighty-five percent (85%) of the gross
proceeds  received by SES Americom  either (x) from the  provision of service to
such replacement  customer(s)  using the  Transponder(s)  prior to the Projected
Termination Date, or (y) from the sale of the Transponder(s) to such replacement
customer(s) and  attributable  to the period prior to the Projected  Termination
Date;  provided that in no event shall such payment exceed the Termination Value
paid by Customer.

D. INABILITY TO REGAIN  TRANSPONDER.  If upon  expiration or termination of this
Agreement for any reason by either  party,  SES Americom is unable to regain the
use of all,  or any part of,

                                      -12-

***  Certain  confidential  portions of this  exhibit  were  omitted by means of
     redacting  a portion  of the text.  Copies of the  exhibit  containing  the
     redacted  portions  have been  filed  separately  with the  Securities  and
     Exchange  Commission  subject  to  a  request  for  confidential  treatment
     pursuant to Rule 24b-2 under the Securities Exchange Act.

<PAGE>

the Transponder(s) free and clear of any claims (including,  but not limited to,
claims of a debtor in bankruptcy) or liens arising as a result of the use of the
Transponder(s)  by Customer  or  Customer's  Designees,  then in addition to all
other remedies available to SES Americom pursuant to this Agreement,  at law, in
equity,  or otherwise,  Customer shall be obligated,  without regard to any such
termination or expiration, to continue to pay SES Americom the payments provided
for in Article 2.

ARTICLE 10. GENERAL PROVISIONS

A.  FORCE  MAJEURE.  Neither  party will be liable to the other by reason of any
failure in  performance  of this  Agreement if the failure arises out of acts of
God,  acts of the other party,  acts of government  authority,  strikes or other
labor  disturbances  beyond the reasonable  control of that party,  or terrorist
acts. In no event shall  Customer's  failure to make payment when due be excused
by a force majeure event.

B. NO IMPLIED  LICENSE.  The  provision  of  services  or the  conveying  of any
information  under this Agreement  shall not convey any license by  implication,
estoppel or otherwise,  under any patents or other intellectual  property rights
of Customer or SES Americom, SES Global S.A., and their affiliates,  contractors
and vendors.

C. NO THIRD PARTY RIGHTS; NO FIDUCIARY  RELATIONSHIP.  Nothing contained in this
Agreement  shall be deemed or  construed by the parties or by any third party to
create any rights,  obligations or interests in third parties,  or to create the
relationship  of principal and agent,  partnership or joint venture or any other
fiduciary relationship or association between the parties.

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

E.  GOVERNING  LAW AND  JURISDICTION.  This  Agreement  shall be  construed  and
enforced in  accordance  with the laws of the State of New York,  excluding  its
conflicts  of law  rules.  The  parties  hereby  consent  to and  submit  to the
non-exclusive  jurisdiction of the federal and state courts located in the State
of New York, and any action or suit under this Agreement shall be brought by the
parties in any federal or state court established or sitting in the State of New
York with appropriate  jurisdiction  over the subject matter.  The parties shall
not raise in connection  therewith,  and hereby waive,  any defenses  based upon
venue, inconvenience of the forum, lack of personal jurisdiction, sufficiency of
service of process  (as long as notice of such  action or suit is  furnished  in
accordance with Section 1.D hereunder) or the like in any such action or suit.

F. HEADINGS; SEVERABILITY;  CUSTOMER PURCHASE ORDERS. All titles and headings in
this  Agreement are for reference  purposes only and will not affect the meaning
or  construction  of the terms of this  Agreement.  If any part or parts of this
Agreement  are held to be invalid,  the remaining  parts of the  Agreement  will
continue to be valid and enforceable. Customer agrees

                                      -13-

***  Certain  confidential  portions of this  exhibit  were  omitted by means of
     redacting  a portion  of the text.  Copies of the  exhibit  containing  the
     redacted  portions  have been  filed  separately  with the  Securities  and
     Exchange  Commission  subject  to  a  request  for  confidential  treatment
     pursuant to Rule 24b-2 under the Securities Exchange Act.

<PAGE>

that any purchase  order or other  similar  document  that Customer may issue in
connection  with this Agreement will be for  Customer's  internal  purposes only
and,  therefore,  even if acknowledged by SES Americom,  will not in any way add
to,  subtract  from,  or in any way  modify  the  terms and  conditions  of this
Agreement.

G.  ASSIGNMENT  AND OTHER THIRD  PARTY USE.  Customer's  obligations  under this
Agreement  may not be  assigned  or  otherwise  transferred  to any third  party
without SES  Americom's  prior  written  consent to such  assignment or transfer
(which consent shall not be  unreasonably  withheld or delayed).  SES Americom's
consent may be reasonably withheld if Customer fails to establish the ability of
the prospective assignee or transferee to meet Customer's obligations under this
Agreement,  including without  limitation (a) the conditions in Section 4.B, and
(b) Customer's financial commitments.

         Customer  is  authorized  to allow  third  parties to access use of the
Service,  subject to the rights and  requirements  of this  paragraph.  Customer
shall provide SES Americom with at least five (5) business days' prior notice of
any third  party use of Service  and of the  identity  of any such third  party.
Should Customer resell any Service provided hereunder or otherwise permit use of
such  Service by any third party or parties,  Customer  shall be a guarantor  of
compliance by each such third party with all the terms of this Agreement and any
breach  by any such  third  party  shall be deemed  to have  been  committed  by
Customer.  Any such third party must meet the  conditions in Section 4.B of this
Agreement.  If Customer  wishes to resell use of some or all of the  capacity of
Service  to a third  party for a term of more than  three (3)  months,  Customer
shall first  provide SES Americom with prior  written  notice of such  decision.
Within  thirty (30) days after  receipt of such notice,  SES  Americom,  may, by
written  notice  to  Customer,  elect to  terminate  this  Agreement,  whereupon
Customer  shall have a period of thirty (30) days from  receipt of such  notice,
within which period Customer may elect to (x) accept  termination and notify SES
Americom of the date on which such  termination  shall be effective  (which date
shall be not less than sixty (60) days and not more than one  hundred and twenty
(120) days after the date of such  notice from  Customer to SES  Americom or (y)
cancel its plans to resell and continue  this  Agreement in effect.  If Customer
does not elect (x) or (y) above within the applicable time limit, Customer shall
be  deemed  to have  elected  clause  (y).  If SES  Americom  does not  offer to
terminate  this  Agreement  upon notice from Customer of Customer's  decision to
resell  capacity  under this Section  10.G.,  Customer may, after SES Americom's
thirty (30) day termination  election period has expired,  resell some or all of
the capacity of the Service at its discretion,  subject to Customer's obligation
to  remain  responsible  to SES  Americom  under  the  third  sentence  of  this
Paragraph.

H. PRIVATE PARTIES.  The parties acknowledge that the Customer's Service offered
hereunder has been privately  offered and is intended to be privately  furnished
on a non-common  carrier  basis.  Neither SES Americom nor Customer  regards any
representations,  offers or  undertakings  made by the other in connection  with
this  Agreement  to be in the nature of offers of common  carriage.  Neither SES
Americom nor Customer  will  attempt,  now or in the future,  to assert  through
legal process,  directly or indirectly,  that the relationship hereunder between
the parties involves the offering of a common carrier service.

                                      -14-

***  Certain  confidential  portions of this  exhibit  were  omitted by means of
     redacting  a portion  of the text.  Copies of the  exhibit  containing  the
     redacted  portions  have been  filed  separately  with the  Securities  and
     Exchange  Commission  subject  to  a  request  for  confidential  treatment
     pursuant to Rule 24b-2 under the Securities Exchange Act.

<PAGE>

I.  SURVIVAL.  Termination  or expiration of this Agreement for any reason shall
not release either party of any  liabilities  or  obligations  set forth in this
Agreement which the parties have expressly agreed shall survive such termination
or expiration.

ARTICLE 11. DEFINITIONS

         As used in this Agreement:

A. "Business Preemptible Service" or "Business Preemptible  Transponder" means a
satellite  service or  transponder  that is not entitled to  restoration  in the
event it  becomes a  Transponder  Failure  and may be  preempted  at any time to
restore  (1)  a  satellite  failure,   (2)  a  Protected  Service  or  Protected
Transponder  that  becomes  a  transponder  failure,  (3) any other  service  or
transponder  (including  a  Preemptible  Service  or  Preemptible   Transponder)
experiencing  technical  difficulties  or  interference,  or (4)  other  service
offerings of SES Americom or any of its affiliates, including but not limited to
mass move  protection,  construction  and  launch  delay  protection  and launch
failure protection.  In addition,  such Business Preemptible Service or Business
Preemptible Transponder may be preempted for any other reason (including but not
limited to, SES  Americom's  desire to provide  service on such  Transponder  to
another customer) upon five (5) business days' notice.

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

C. "Fully Protected Service" or "Fully Protected  Transponder" means a satellite
service or a transponder that may not be preempted to restore another service or
transponder,  and if  restoration  thereof is needed as a result of a  satellite
failure, or as a result of a transponder failure under circumstances in which no
Protection  Transponder  is available on the  satellite on which such  satellite
service or  transponder  is  located,  is entitled  to  restoration,  subject to
availability of facilities and to the conditions of the applicable contract,  on
another satellite.

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

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

F. "Preemptible Service" or "Preemptible  Transponder" means a satellite service
or  transponder  that is not entitled to  restoration  in the event it becomes a
Transponder  Failure and may be preempted at any time to restore (1) a satellite
failure,  (2) a  Protected  Service  or  Protected  Transponder  that  becomes a
transponder  failure,  or (3) other service  offerings of SES Americom or any of
its affiliates, including but not limited to mass move protection,  construction
and launch delay protection and launch failure protection.

                                      -15-

***  Certain  confidential  portions of this  exhibit  were  omitted by means of
     redacting  a portion  of the text.  Copies of the  exhibit  containing  the
     redacted  portions  have been  filed  separately  with the  Securities  and
     Exchange  Commission  subject  to  a  request  for  confidential  treatment
     pursuant to Rule 24b-2 under the Securities Exchange Act.

<PAGE>

G. "Protected Service" or "Protected Transponder" means a service or transponder
that is entitled to preempt a Preemptible Service or Preemptible Transponder.

H.  "Protection  Transponder"  means a Replacement  Transponder  or  Preemptible
Transponder used to restore a Protected Service.

I.  "Replacement  Date"  means the date on which a  successor  satellite  to the
Satellite or to the Ku-band payload of the Satellite is made capable of carrying
communications  traffic  at the  orbital  location  to which  the  Satellite  is
assigned. Unless SES Americom commits to continue to provide service pursuant to
this Agreement on the successor satellite, such Replacement Date shall not occur
prior to twelve (12) months  before SES  Americom's  good faith  estimate of the
End-of-Life of the Satellite.

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

K. "Reverse  Contract  Order" means,  as to each service or  transponder  on the
Satellite,  in order from the latest date on which a binding  agreement  for the
taking of such service has been executed by both a customer and SES Americom, to
the earliest such date. If Reverse Contract Order is to be determined among more
than one class of service, then Reverse Contract Order means first in order from
the  latest  such date to the  earliest  such date  among  Business  Preemptible
Services,  second in such order among Preemptible Services,  third in such order
among Non-Preemptible Services, fourth in such order among Transponder Protected
Services and last in such order among Fully Protected Services.  Notwithstanding
the foregoing, any service being provided to the United States Government or any
department or agency thereof, whether through a prime contract or a subcontract,
shall be deemed to have an  earlier  date of  binding  agreement  than  Customer
hereunder.

L. "Satellite" means the communications  spacecraft designated AMC-6 operated by
SES Americom at 72(degree)W.L.  When used in the lower case, "satellite" means a
domestic communications satellite operating in Ku-band.

M.  "Satellite  Failure" means a satellite (1) on which one or more of the basic
subsystems  fail,  rendering the use of the satellite for its intended  purposes
impractical,  as determined by SES Americom in its reasonable business judgment,
or on  which  more  than  one-half  of  the  transponders  on  the  payload  are
transponder  failures,  and (2) that SES Americom  has  declared a failure.  For
purposes of this  definition,  a hybrid  satellite  with both C-band and Ku-band
payloads  shall be treated,  at SES  Americom's  option,  either (i) as a single
satellite,  or (ii) as though the C-band and Ku-band  payloads  were  located on
separate satellites.

N.  "Transponder"  means a Ku-band radio frequency  transmission  channel on the
Satellite  designed  to have a  nominal  bandwidth  of 36 MHz,  used to  provide
service  to  Customer  pursuant  to  the  terms  of  this  Agreement.   Customer
acknowledges and agrees that due to circumstances,

                                      -16-

***  Certain  confidential  portions of this  exhibit  were  omitted by means of
     redacting  a portion  of the text.  Copies of the  exhibit  containing  the
     redacted  portions  have been  filed  separately  with the  Securities  and
     Exchange  Commission  subject  to  a  request  for  confidential  treatment
     pursuant to Rule 24b-2 under the Securities Exchange Act.

<PAGE>

including  but  not  limited  to  the  characteristics  of  Customer's  traffic,
Customer's ground segment  configuration,  and the characteristics of traffic on
cross  polarized  transponders on the Satellite and of carriers on satellites in
proximity  to the  Satellite,  the entire 36 MHz of the  Transponder  may not be
usable by Customer for the  operation of all types of carriers.  If the Customer
uses its  Transponder for a full band 36 MHz analog carrier or a single wideband
saturated "MCPC Type" digital carrier, then the entire 36 MHz of the Transponder
will be usable by the Customer for this type of  transmission.  When used in the
lower case,  "transponder" means a Ku-band radio frequency  transmission channel
on a communications satellite.

O. "Transponder  Failure" means, with respect to any Transponder used to provide
service to Customer under this Agreement,  any of the following events: (1) such
Transponder  fails to meet the  Transponder  Performance  Specifications  in any
respect  for any  period  of ***  hours;  (2) *** or more  Interruptions  of ***
seconds or more in duration shall occur within any *** consecutive days (but not
including  Interruptions  for which no credit is payable  under the  penultimate
sentence  of  Article  3); ***  or (4)  such  Transponder  shall  fail  to  meet
the Transponder  Performance  Specifications  in any  respect  for any period of
time  under  circumstances  that  make  it clearly ascertainable or predictable,
based on satellite  industry  engineering  standards,  that  a failure set forth
in Clause (1), Clause (2), or Clause (3) above will occur. For  purpose  of this
definition, measurement  of periods of failure  hereunder  shall  commence  when
Customer  has  vacated its signal to permit verification of the existence of the
failure by SES Americom; ***.

P. "Transponder  Protected Service" or "Transponder Protected Transponder" means
a satellite  service or transponder that may not be preempted to restore another
service or  transponder,  that is itself  entitled to be restored by  Protection
Transponders on the same satellite in the event it becomes a Transponder Failure
but  that  is not  entitled  to be  restored  if  there  is no  such  Protection
Transponder available.

         THIS AGREEMENT CONTAINS THE COMPLETE AND EXCLUSIVE UNDERSTANDING OF THE
PARTIES  WITH  RESPECT TO THE SUBJECT  MATTER  HEREOF AND  SUPERSEDES  ALL PRIOR
NEGOTIATIONS  AND AGREEMENTS  BETWEEN THE PARTIES WITH RESPECT  THERETO.  TO THE
EXTENT THAT ANY ATTACHMENT MAY BE  INCONSISTENT  WITH THE TEXT OF THE AGREEMENT,
THE TEXT OF THE AGREEMENT SHALL CONTROL.

------------------------------------      --------------------------------------
RAINBOW DBS COMPANY, LLC                  SES AMERICOM, INC., AS AGENT FOR
                                          SES AMERICOM COLORADO, INC.
------------------------------------      --------------------------------------

By:      /s/  Charles F. Dolan            By:      /s/ Carl Capista
------------------------------------      --------------------------------------
                (SIGNATURE)                            (SIGNATURE)
------------------------------------      --------------------------------------

Name:       Charles F. Dolan              Name:     Carl Capista
------------------------------------      --------------------------------------
         (TYPED OR PRINTED NAME)               (TYPED OR PRINTED NAME)
------------------------------------      --------------------------------------

                                      -17-

***  Certain  confidential  portions of this  exhibit  were  omitted by means of
     redacting  a portion  of the text.  Copies of the  exhibit  containing  the
     redacted  portions  have been  filed  separately  with the  Securities  and
     Exchange  Commission  subject  to  a  request  for  confidential  treatment
     pursuant to Rule 24b-2 under the Securities Exchange Act.

<PAGE>

------------------------------------      --------------------------------------
Title:        Chairman                    Title:    Vice-President,
                                                    Entertainment Sales
------------------------------------      --------------------------------------
Date:         April 23, 2004              Date:     April 26, 2004
------------------------------------      --------------------------------------


                                      -18-

  *** Certain  confidential  portions of this  exhibit  were omitted by means of
      redacting  a portion of the text.  Copies of the  exhibit  containing  the
      redacted  portions  have been filed  separately  with the  Securities  and
      Exchange  Commission  subject  to a  request  for  confidential  treatment
      pursuant to Rule 24b-2 under the Securities Exchange Act.