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                                                                   Exhibit 10.16

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                     INTELLECTUAL PROPERTY LICENSE AGREEMENT

          THIS INTELLECTUAL PROPERTY LICENSE AGREEMENT (as the same may be
amended from time to time, the "Agreement"), dated as of February 10, 2003 (the
"Effective Date"), is between Hughes Electronics Corporation, a Delaware
corporation with its principal place of business at 200 North Sepulveda
Boulevard, El Segundo, CA 90245 ("HUGHES") and DIRECTV Enterprises, LLC, a
Delaware limited liability company with its principal place of business at 2230
East Imperial Highway, El Segundo, CA 90245, on behalf of itself and its
Subsidiaries (collectively, "LICENSEE"). HUGHES and LICENSEE are referred to
herein individually as "Party" and collectively as the "Parties".

                                   WITNESSETH

          WHEREAS, HUGHES, pursuant to its corporate policy, owns title to and
is licensed under certain Intellectual Property conceived, developed or
originated by or for itself or its Subsidiaries;

          WHEREAS, LICENSEE is currently a wholly owned Subsidiary of HUGHES;

          WHEREAS, HUGHES has as a matter of corporate policy, permitted each of
its Subsidiaries, including LICENSEE, to practice under Intellectual Property
owned by HUGHES as necessary for such Subsidiaries to conduct their respective
businesses, without the payment of royalties;

          WHEREAS, the Parties hereto desire to enter into this Agreement in
order to confirm the aforementioned arrangement;

          NOW, THEREFORE, in consideration of the promises set forth herein and
for other valuable consideration, the sufficiency of which is hereby
acknowledged, the Parties hereby agree as follows:

                                    ARTICLE 1
                                   DEFINITIONS

                1.1     "Intellectual Property" shall mean any and all domestic
                and foreign patents and patent applications, together with all
                continuations, continuations-in-part or divisional applications
                thereof, and all patents issuing thereon (including reissues,
                renewals and re-examinations of the foregoing); invention
                disclosures; mask works; net lists; copyrights, and copyright
                applications and registrations; trademarks, service marks,
                service names, trade names, and trade dress, in each case
                together with all applications and registrations therefor and
                all appurtenant goodwill relating thereto; trade secrets,
                commercial and technical information, know-how, proprietary or
                confidential information, including engineering, production and
                other

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                designs, notebooks, processes, drawings, specifications,
                formulae, and technology; computer and electronic data
                processing programs and software (object and source code), data
                bases and documentation thereof; customer lists, inventions
                (whether patented or not); domain names; and all other
                intellectual property under the laws of any country throughout
                the world.

                1.2     "HUGHES Intellectual Property" shall mean the
                Intellectual Property owned or controlled by HUGHES, or licensed
                to HUGHES with the right to grant sublicenses, whether such
                Intellectual Property is currently held or is acquired after the
                Effective Date. HUGHES Intellectual Property shall only include
                Intellectual Property that is in existence while LICENSEE is a
                Subsidiary of HUGHES. For the avoidance of doubt, HUGHES
                Intellectual Property shall include all registered Intellectual
                Property, including without limitation patents, which issues
                after LICENSEE ceases to be a Subsidiary of HUGHES, however,
                only to the extent (i) the Intellectual Property represented by
                such registrations was created, invented, discovered, conceived
                or reduced to practice while LICENSEE was a Subsidiary of HUGHES
                and (ii) LICENSEE does not take title to such Intellectual
                Property.

                1.3     "Licensed Field" shall mean (i) the provision of
                products and services for direct to home satellite television
                applications in the United States and (ii) any other business
                (in any country or jurisdiction) in which LICENSEE is engaged
                immediately prior to such time as it ceases to be a Subsidiary
                of HUGHES, excluding, with respect to subsection (ii), any
                business in which another Subsidiary of HUGHES was engaged
                before LICENSEE.

                1.4     "HUGHES DTV Intellectual Property" shall mean (i) all of
                the HUGHES Intellectual Property that originated from or was
                created, invented or developed by or in the business of LICENSEE
                or DIRECTV Holdings LLC and (ii) any other HUGHES Intellectual
                Property that is material to any part of the business of
                LICENSEE or DIRECTV Holdings LLC and that is related to the
                Licensed Field.

                1.5     "Subsidiary" of any Party shall mean and include (i) any
                corporation more than 50% of whose stock of any class or classes
                having by the terms thereof ordinary voting power to elect a
                majority of the directors of such corporation (irrespective of
                whether or not at the time stock of any class or classes of such
                corporation shall have or might have voting power by reason of
                the happening of any contingency) is at the time owned by such
                Party directly or indirectly through Subsidiaries and (ii) any
                partnership, association, joint venture or other entity in which
                such Party directly or indirectly through Subsidiaries, has more
                than a 50% equity interest at the time.

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                                    ARTICLE 2
                                     LICENSE

                2.1     License Grant by HUGHES. Subject to Section 2.4and all
                pre-existing licenses and pre-existing limitations and
                restrictions and to the extent of its lawful right to do so,
                HUGHES hereby grants to LICENSEE a worldwide, non-exclusive,
                non-transferable (subject to Section 6.3 below), royalty-free
                license, irrevocable except in the event this Agreement is
                terminated under Section 5.2, under the HUGHES Intellectual
                Property to exploit and use the HUGHES Intellectual Property in
                the Licensed Field to make, have made, use, sell or offer to
                sell, display, perform, make derivative works from, lease or
                offer to lease and/or import products and perform or have
                performed services. Unless otherwise agreed to in writing by
                HUGHES, the foregoing license shall exclude any license under
                any HUGHES Intellectual Property which is not HUGHES DTV
                Intellectual Property and which consists of (i) foreign
                (non-U.S.) trademarks or foreign (non-U.S.) service marks; (ii)
                non-patent HUGHES Intellectual Property developed by or for a
                Subsidiary of HUGHES and used exclusively by a Subsidiary of
                HUGHES other than LICENSEE; or (iii) trademarks, service marks,
                domain names, service names or trade names that contain the term
                "HUGHES" or the "HUGHES" logo or any terms or logos confusingly
                similar thereto.

                2.2     Sublicenses. Subject to Section 2.4, the license granted
                in Section 2.1 shall include the right to grant sublicenses in
                accordance with LICENSEE's corporate policies in effect at the
                time of such sublicense. LICENSEE shall provide HUGHES with at
                least thirty (30) days prior written notice of each sublicense;
                provided that if LICENSEE at any time ceases to be a Subsidiary
                of HUGHES, then no prior written notice shall be required to the
                extent such sublicense involves only HUGHES DTV Intellectual
                Property.

                2.3     Restrictions on HUGHES Licensing of Certain HUGHES
                Intellectual Property. Unless otherwise agreed to in writing by
                LICENSEE, HUGHES shall grant no licenses in the Licensed Field
                to a competitor of LICENSEE (or to create or enable a competing
                business) under any HUGHES DTV Intellectual Property except to
                Subsidiaries of HUGHES. If LICENSEE ceases to be a Subsidiary of
                HUGHES, HUGHES and its Subsidiaries shall not use the HUGHES DTV
                Intellectual Property to compete with LICENSEE in the Licensed
                Field, provided that HUGHES and its Subsidiaries may continue to
                exploit and use only the patents included within HUGHES DTV
                Intellectual Property and the non-patent HUGHES Intellectual
                Property included within HUGHES DTV Intellectual Property that
                was originated, conceived or developed by or for HUGHES or any
                Subsidiary of HUGHES other than LICENSEE (provided that such
                non-patent HUGHES Intellectual Property was not created by or
                for LICENSEE

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                or DIRECTV Holdings LLC and the development of such non-patent
                HUGHES Intellectual Property was not funded by LICENSEE or
                DIRECTV Holdings LLC) to make, have made, use, sell or offer to
                sell, display, perform, make derivative works from, lease or
                offer to lease and/or import set-top receiver products.

                2.4     Restrictions on License and Sublicense Rights.
                Notwithstanding the foregoing, the license and sublicense rights
                in Section 2.1 and 2.2 shall exclude any right to practice under
                any HUGHES Intellectual Property so as to compete with the
                business of HUGHES or its Subsidiaries outside of the Licensed
                Field. This restriction shall not apply to any HUGHES DTV
                Intellectual Property.

                2.5     Reservation of Rights. All rights not expressly granted
                by HUGHES hereunder are reserved to HUGHES. Without limiting the
                generality of the foregoing, the Parties expressly acknowledge
                that nothing contained herein shall be construed or interpreted
                as a grant, by implication or otherwise, of any licenses other
                than the licenses specified in Section 2.1 and 2.2 hereof.

                                    ARTICLE 3
                         REPRESENTATIONS AND WARRANTIES

                3.1     Representations. LICENSEE may, if necessary for the
                business of LICENSEE, represent that it is licensed hereunder.

                3.2     HUGHES Warranties. HUGHES represents and warrants that
                it is authorized to enter into this Agreement and grant the
                licenses set forth herein.

                                    ARTICLE 4
                   PROTECTION OF HUGHES INTELLECTUAL PROPERTY;
                       COMPLIANCE WITH CORPORATE PRACTICES

                4.1     Intellectual Property Protection. As long as LICENSEE is
                a Subsidiary of HUGHES, LICENSEE acknowledges and agrees that it
                shall comply with all applicable requirements of law and those
                HUGHES written standard corporate practices and policies,
                generally applicable to HUGHES and all of its Subsidiaries,
                relating to Intellectual Property. If LICENSEE is no longer a
                Subsidiary of HUGHES, LICENSEE shall comply with such written
                practices and policies which are customary and necessary to
                maintain and/or obtain the benefit of protection under law for
                the HUGHES Intellectual Property, including, but not limited to,
                all requirements relating to markings and quality control.

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                                    ARTICLE 5
                                   TERMINATION

                5.1     This Agreement may not be terminated at any time or for
                any reason by HUGHES or LICENSEE if such termination is
                prohibited by the terms of any indebtedness to which LICENSEE or
                DIRECTV Holdings LLC is a party and which is underwritten or
                arranged, in whole or in part, by Deutsche Bank Trust Company
                Americas or Bank of America, N.A. or any of their respective
                affiliates.

                5.2     If the restrictions of Section 5.1 are no longer in
                effect and LICENSEE and DIRECTV Holdings LLC are no longer a
                party to the terms of any such indebtedness and provided that in
                no event shall any termination of this Agreement take place
                until at least ninety (90) days after the repayment of all of
                the indebtedness referenced in Section 5.1, then this Agreement
                may be terminated:

                        5.2.1   by either Party, subject to Section 5.2.2,
                        solely in the event of a material breach of this
                        Agreement by the other Party in the event such material
                        breach is not cured by the breaching Party within ninety
                        (90) days of the receipt of written notice of the
                        alleged breach from the non-breaching Party; or

                        5.2.2   by HUGHES if a successor in interest to all or
                        substantially all of the assets or stock of LICENSEE
                        files bankruptcy or becomes insolvent.

                5.3     The Parties hereby acknowledge and agree that in the
                event that this Agreement is held by a court of competent
                jurisdiction to be an executory contract, the provisions of 11
                U.S.C. Section 365(n) shall apply to this Agreement.

                                    ARTICLE 6
                                  MISCELLANEOUS

                6.1     Notices. All notices or other communications hereunder
                shall be in writing, signed by the Party providing such notice,
                and shall be considered properly given or made and shall be
                deemed to have been duly given on the date of delivery, when
                delivered personally or transmitted and received by
                telecopier/facsimile transmitter, receipt acknowledged or
                confirmed during normal business hours, or in the case of
                registered or certified mail, return receipt requested, postage
                prepaid, on the date shown on such receipt.

                        Any notices to HUGHES shall be sent as follows (or to
                such other address as HUGHES may specify in writing to
                LICENSEE):

                        Hughes Electronics Corporation

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                        P. O. Box 956
                        El Segundo, CA 90245-0956
                        Attention:    Patents and Licensing
                                      Vice President and Assistant General
                                      Counsel
                        Facsimile No: (310)416-1216

                        Any notices to LICENSEE shall be sent as follows (or to
                such other address as LICENSEE may specify in writing to
                HUGHES):

                        DIRECTV, INC.
                        2230 East Imperial Highway
                        El Segundo, CA 90245
                        Attention:    General Counsel
                             cc:      Intellectual Property Counsel
                        Facsimile No: (310)726-4991

                6.2     Governing Law. This Agreement shall be governed by and
                construed in accordance with the laws of the State of Delaware
                regardless of the laws that might otherwise govern under
                principles of conflicts of laws applicable hereto.

                6.3     Assignment. LICENSEE may not assign this Agreement, in
                whole or in part, except with the prior written approval of
                HUGHES. HUGHES may assign this Agreement with thirty (30) days
                prior written notice to LICENSEE provided that (i) the assignee
                assumes all obligations and responsibilities of HUGHES under
                this Agreement, and (ii) the assignee has the right and ability
                to maintain and provide to LICENSEE all of the rights under the
                HUGHES Intellectual Property. Notwithstanding the foregoing or
                any other provision of this Agreement, with thirty (30) days
                prior written notice to HUGHES, (a) this Agreement may be
                assigned by LICENSEE without prior written approval of HUGHES to
                a successor in interest to all or substantially all of the
                assets or business of LICENSEE, and (b) LICENSEE, without any
                prior written approval, may assign its rights and interests
                hereunder for the purpose of securing any financing transactions
                entered into by LICENSEE or DIRECTV Holdings LLC, including
                without limitation, in connection with the exercise by the
                secured party (or its successors or assigns) of its rights and
                remedies under the documents governing such financing
                transactions.

                6.4     Entire Agreement; Amendments. This Agreement constitutes
                the entire agreement of the Parties, confirms and restates the
                existing agreements of the Parties, and supersedes all
                conflicting pre-existing agreements, with respect to the matters
                expressly provided for in this Agreement. This Agreement may be
                amended or modified only by mutual agreement of the Parties in
                writing signed by authorized representatives of both Parties.

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                6.5     Counterparts. This Agreement may be executed in
                counterparts, each of which shall be deemed an original.

                6.6     Descriptive Headings and Interpretation. The section and
                clause headings in this Agreement are for reference purposes
                only and shall not affect the meaning or interpretation of this
                Agreement. If any term, covenant, or provision of this Agreement
                or the application thereof to any person or circumstance shall
                to any extent be held invalid or unenforceable, the remainder of
                this Agreement or the application of such term or provision to
                any person or circumstance other than those to which it is held
                invalid or unenforceable shall not be affected thereby, and each
                other term, covenant or provision of this Agreement shall be
                valid and shall be enforced to the fullest extent provided by
                law.

                6.7     Disputes. Any dispute, claim or controversy between the
                Parties arising under this Agreement shall be resolved by
                management of HUGHES and LICENSEE. In the event LICENSEE is not
                a Subsidiary of HUGHES and such a dispute cannot be resolved by
                the Parties within ten (10) business days after receipt of
                written notice of said dispute from a Party, either Party may
                submit the dispute to the courts (both State and Federal)
                located in the State of California, County of Los Angeles. The
                Parties hereby waive any objection they may have in any such
                action based on lack of personal jurisdiction, improper venue or
                inconvenient forum. The Parties further agree that service of
                any process, summons, notice or document by U.S. registered mail
                to its respective address as set forth above shall be effective
                legal service for any litigation brought in such courts.

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          IN WITNESS WHEREOF, HUGHES and LICENSEE have each caused this
Agreement to be duly signed and delivered to the other Party.

HUGHES ELECTRONICS CORPORATION

By:
      -----------------------------
Name
      -----------------------------
Title
      -----------------------------
Date:                    2003
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DIRECTV ENTERPRISES, LLC

By:    /s/ John Crook
      -----------------------------
Name:  JOHN CROOK
      -----------------------------
Title: VP-Asst Genl. Counsel
      -----------------------------
Date:  Feb. 10           2003
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          IN WITNESS WHEREOF, HUGHES and LICENSEE have each caused this
Agreement to be duly signed and delivered to the other Party.

HUGHES ELECTRONICS CORPORATION

By:    /s/ Michael W Sales
     -----------------------------
Name   Michael W Sales
     -----------------------------
Title  VP and Asst Gen
     -----------------------------
Date:  February 10       2003
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DIRECTV ENTERPRISES, LLC

By:
      ----------------------------
Name:
      ----------------------------
Title:
      ----------------------------
Date:                    2003
      ------------------

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