Exhibit 10.73
THIS CONTRACT is made                                                      199

BETWEEN

(1)      BRITISH TELECOMMUNICATIONS public limited company whose registered 
         office is at BT Centre, 81 Newgate Street, London, EC1A 7AJ. 
         registered in England No 1800000 ("BT")

AND

(2)      THE HOME VIDEO CHANNEL Ltd. whose registered office is at 
         [Pembroke House. 11 Northlands Pavement, Basildon Essex SS13 3DX] 
         registered in England (& Wales No 2412178], ("the Customer")


INTRODUCTION

A.       The Customer is in the business of transmitting a television service 
         and requires facilities to enable it to transmit the service by means 
         of satellite to various receive points, and

B.       BT has agreed to provide the Service (defined below) to the Customer 
         on the terms and conditions of this Contract.

         BT warrants that it has at the date of this Contract the right power
         and authority to provide the Service and otherwise perform its
         obligations under this Contract.

IT IS AGREED AS FOLLOWS:

1.       Definition and Interpretation

1.1      In this Contract, unless otherwise specifically provided or required by
         the context, the following expressions will have the following
         meanings:

         Charge                             the charge set out in Clause 5;

         Compressed Channel                 the Signals which conform to the 
                                            specifications set out in 
                                            Schedule 2.2;

         Compressed Encoders                the equipment that will output the 
                                            Compressed Channel;

         Contract                           the Clauses of the Contract
                                            together with the Schedules set
                                            out on the contents page above;

         Customer Signals                   the electronic signals generated 
                                            by the Customer delivering
                                            the Television Service to BT as 
                                            described in Schedule 3;

         the Due Date                       (a) for the first month the 
                                                Operational Service Date; and
                                            (b) for each succeeding month
                                                during the Contract, the first
                                                day of the month;

         Early Termination                  is defined in Clause 11;

         Earth Segment Facilities           (a) capacity in a transmitting 
                                                earth terminal;
                                            (b) terrestrial links from the 
                                                International Gateway to the 
                                                earth terminal;

                                            all as set out in Schedule 2;

         Expiry Date                        the date set out in Schedule 1 
                                            when the Contract expires;

         Facilities                         the Space Segment Facilities and 
                                            the Earth Segment Facilities;

         Force Majeure                      is defined in Clause 16;

         International Gateway              the BT Tower in London;

         License                            any license granted, or having
                                            effect as if granted to BT under the
                                            Telecommunications Act 1984 or any
                                            replacement of that Act, including
                                            any amendment to such license;

         Multiplex                          the means of aggregating each 
                                            customers' individual digital
                                            packetised streams;

         Operational Service                the date set out in Schedule 1 on 
                                            which the Service commences;
         Date or OSD

         Pre-emption                        the deliberate interruption and/or
                                            cessation of the availability of the
                                            Space Segment Facilities by the
                                            Space Segment Operator in its sole
                                            and absolute discretion at any time
                                            and from time to time; the current
                                            policy of the Space Segment Operator
                                            regarding preemption is set out in
                                            Schedule 6. BT will give prompt
                                            notice of any change of policy.
                                            Schedule 1 states whether the Space
                                            Segment Facilities are pre-emptible;

         Renewal Period                     The period (set out in Schedule 1) 
                                            during which negotiations for 
                                            renewal of the Contract in 
                                            accordance with Clause 4 may take 
                                            place;

         Satellite                          the satellite referred to in 
                                            Schedule 1;

         Service                            means the provision and use of the
                                            Earth Segment Facilities,
                                            Compression Encoders, Multiplex and
                                            conditional access to enable the
                                            transmission of the Television
                                            Services by means of the Signals to
                                            the Satellite and the provision and
                                            use of the Space Segment Facilities
                                            to enable the transmission of the
                                            Television Service for reception in
                                            the countries covered by the
                                            footprint of the satellite as given
                                            in Schedule 2;

         Signals                            the individual digital packetised
                                            streams of which when aggregated
                                            will generate a bit stream rate of
                                            not more than 4Mbit/s/s;

         Space Segment Facilities           capacity in the Satellite for the
                                            Service, described in Schedule 2;

         Space Segment Operator             the owner, operator and maintainer
                                            of the Space Segment Facilities who 
                                            is named in Schedule 1;

         Television                         Service the television programmers
                                            and/or services of the Customer
                                            comprising video including VBI
                                            teletext, and audio signals
                                            transmitted to viewers in the
                                            direction only and delivered to the
                                            International Gateway by the
                                            Customer.

         Termination Date                   the date that termination is 
                                            effective;

         Termination Payment                is the payment for early 
                                            termination set out in Clause 13;

         Transmission Period                the hours set out in Schedule 1 
                                            during which the Facilities are 
                                            available for transmission of 
                                            Television Service;

         Transmission                       Plan a technical description agreed
                                            between the Customer and BT and
                                            submitted by BT for approval by the
                                            Space Segment Operator detailing the
                                            usage and technical parameters of
                                            all Uplink Signals to be transmitted
                                            via the Facilities.

         Unavailability                     is defined in Clause 7;

         Uplink Signals                     electronically generated carriers 
                                            described in Schedule 2;

         Year                               any 12 months starting on the
                                            Operational Service Date or any
                                            anniversary of the Operational
                                            Service Date.

1.2      Words in the singular include the plural and vice versa. Clause
         headings for the purpose of guidance only and will not affect the
         construction or interpretation of this Contract.

2.       Provision of Service

2.1      BT will provide the Service to the Customer during each Transmission
         Period from the Operational Service Date to the Expiry Date on the
         basis set out in this Clause 2.

2.2      The Customer will deliver the Television Service by means of the
         Customer Signals to BT at the International Gateway using
         telecommunications circuits which do not form part of this Contract.

2.3      The Customer must ensure that the Customer Signals comply with Schedule
         3, so that they do not cause any damage, loss or interference to the
         Facilities or to other services using the Facilities.

2.4      BT will provide and the Customer will use the Space Segment Facilities
         in accordance with the operating procedures and policy of the Space
         Segment Operator. Such policy may be amended from time to time and
         includes (amongst other matters) policy on Pre-emption. Schedule 1
         states whether the Space Segment Facilities are pre-emptible together
         with any specific requirements of the Space Segment Operator regarding
         the use of the Facilities. In the event of conflict between this
         Contract and the Space Segment Operators policies and operating
         procedures the latter shall prevail.

2.5      At BT's request, the Customer will provide information to enable BT to
         compile the Transmission Plan. BT will submit the Transmission Plan to
         the Space Segment Operator and will use its reasonable endeavors to
         obtain the Space Segment Operator's approval. The Customer will (if
         requested by BT) assist BT in obtaining that approval.

2.6      The Customer will keep BT informed of the hours during the Transmission
         Period during which the Television Service is actually being
         transmitted, and of any changes to these times.

2.7      The Customer will be responsible for the content of the Television
         Service, even if the Customer is not the creator of the material
         comprising the Television Service.

2.8      The Customer is responsible for obtaining all necessary consents from
         relevant authorities in and must observe the applicable laws of any
         country where the Television Service is to be transmitted or received.

2.9      When using the Service the Customer must:

                  29.1.    comply, in the UK, with any applicable obligations
                           under the Broadcasting Act of 1990 and the
                           Independent Television Commission Code of Practice
                           (including any successor legislation or code) and
                           with any other appropriate laws and regulations in
                           any other country where the Television Service is
                           transmitted and can be received according to the
                           Customer's instructions to BT regarding the
                           conditional access system; and

                  29.2.    in addition not use, or permit any other person to
                           use, the Service contrary to any applicable mandatory
                           rules or guidelines or for sending any message or
                           communication which is, according to the
                           determination of the appropriate bodied appointed by
                           such mandatory rules or guidelines, offensive,
                           abusive or of an indecent obscene or menacing
                           character.

2.10     Use of the service in contravention of Clauses 2.8 or 2.9 is a breach
         of Contract by the Customer. If in BT's reasonable opinion BT is
         potentially exposed to civil or criminal liability, or other type of
         action likely to be taken by any competent regulatory authority. BT may
         on giving the Customer notice of the breach immediately suspend or
         terminate the Service.

2.11     This Contract is subject to the continuing right of BT and the Space
         Segment Operator to provide the Service. If at any time such right is
         withdrawn or terminated by any competent authority then this Contract
         will terminate forthwith, unless:

                  2.11.1.    alternative facilities can be obtained within that 
                             period under Clause 8; or

                  2.11.2.    the Contract has already been terminated.

2.12     The customer may request in writing to BT that the transmission hours
         are to be extended and/or transmission rates increased as set out under
         the terms of Schedule 1. Subject to the availability of Earth and Space
         Segment Facilities, and payment of the increased Charge, BT shall grant
         such request.

2.13     The conditional access used for this service will be Scientific
         Atlanta's PowerVu system which is subject to the approval of the Space
         Segment Operator. At this moment in time such approval has been given.

2.14     BT will provide the Service with the conditional access system in
         operation during the entire Transmission Periods and will authorize and
         deauthorize decoders when requested by the Customer in accordance with
         the procedures set out in Schedule 1 part B.

3.       Delay in Commencement of Service

3.1      If BT does not provide the Service to the Customer on the Operational
         Service Date and if the Customer suffers loss as a result:

                  3.1.1.   the Customer will not be liable to pay the Charge 
                           during such period of non-   provision; and

                  3.1.2.   in addition BT will pay to the Customer an amount
                           equal to the pro-rata daily rate of the Charge for
                           the period for which the non-provision continues up
                           to a maximum of the equivalent of 30 days' Charge.

3.2      Payment under Clause 3.1 will be in full satisfaction of BT's liability
         to the Customer arising out of BT's failure to provide the Service on
         the Operational Service Date, but the Customer will retain its rights
         to terminate under Clause 11.

3.3      BT will not be liable to make any payment under Clause 3.1, and nor may
         the Customer terminate under Clause 11, in respect of any period when a
         failure to provide Service to the Customer on the OSD is due to Force
         Majeure or the Customer's act or omission provided that BT shall notify
         the Customer as soon as reasonably practicable after the Force Majeure
         event or the Customer's act or omission comes to BT's attention.

4.       Renewal of this Contract

4.1      Not later than the start of the Renewal Period, the Customer may give
         written notice to BT requesting the renewal of this Contract, BT will
         grant a renewal, on terms and conditions to be negotiated, if:

                  4.1.1    this Contract has not been terminated with effect 
                           from the Expiry Date or earlier; and

                  4.1.2    BT is able to contract for the necessary segment
                           facilities from the Space Segment Operator (which BT
                           will use reasonable endeavors to obtain).

4.2      BT reserves the right not to re-negotiate under Clause 4.1 if the
         Customer is or has been in breach of this Contract which breach was
         notified to Customer upon BT becoming aware of the breach and was not
         promptly rectified by the Customer.

4.3      If BT does not receive notice under Clause 4.1 BT is not restricted or
         precluded from using the Facilities for any purpose after the Expiry
         Date, nor from negotiating with any other potential customer for the
         Facilities during the Renewal Period.

4.4      If the Customer does not give notice to BT under Clause 4.1 above but
         the parties are unable to reach agreement before the end of the Renewal
         Period on any new terms, conditions and charges, then after the Renewal
         Period (or sooner if the parties agree that they are unable to reach
         agreement), BT may offer to provide (after the Expiry Date) services
         via the Facilities to any third party on terms no more favorable than
         those last offered to the Customer. If BT wants to offer more favorable
         terms to any other third party then it shall first give the Customer
         notice of such terms and if these are not acceptable by the Customer
         within 14 {7} days, BT is free to negotiate with any other third party
         on those terms.

4.5      The provision of this Clause 4 shall cease to apply and shall have no
         force and effect after the Expiry Date or, if this Contract is
         terminated prior to the Expiry Date, after the date of termination.

5.       The Charge for the Service

5.1      The Customer agrees to pay BT's Charge for the provision of the Service
         for the duration of this Contract. The Charge for the Service is stated
         in Schedule 1.

5.2      The Charge will be paid in advance on the Due Date by the method and to
         the bank stated in Schedule 1. Payment will be made in equal monthly
         installments except for the first and last months which will be
         calculated on a pro-rata basis by BT.

5.3      If BT does not receive any payment of the Charge in full, or any agreed
         installment, (together with payment of VAT or other taxes as
         appropriate) within 30 days of the Due Date for payment. BT may charge
         interest upon the sum outstanding from the Due Date at 4 per cent per
         annum above the base lending rate of Midland Bank plc.

         Interest will accrue on a daily basis, will be compounded on a monthly
         basis and will be computed on the basis of actual days and of a 365 day
         year.

5.4      The Charge and any other sums payable are exclusive of United Kingdom
         Value Added Tax and other local taxes or value added taxes. Invoices
         payable under this Contract are subject to the addition of VAT or other
         taxes where appropriate.

5.5      The Customer will pay the Charge (less any credits calculated by BT
         under Clause 9.2 and less any payment calculated by BT under clause
         3.1.2, 12.1 or 13.8) and any other sums payable under the Contract
         without set off, counter claim or other deductions. Any sum falling due
         on a day which is not a business day will be payable on the immediate
         preceding business day. For the purposes of this Clause, a business day
         is any day which is a legal business day in London.

5.6      BT will issue invoices to the Customer but the Customer's obligation 
         to pay will not depend on prior receipt of an invoice.

5.7      The Customer will remain liable for all Charges due or to become due
         for Service provided during any period of this Contract in which the
         Customer fails to comply with any provision of this Contract.

6.       Maintenance

6.1      BT reserves the right to interrupt the Service for maintenance,
         adjustments or repair of the Facilities. BT will, except in case
         emergency, give as much prior notice to the Customer of such
         interruption as is reasonably practicable. Notice of BT's requirement
         to interrupt the Service shall state the date time and anticipated
         length of interruption and where ever possible BT shall use its
         reasonable endeavors to complete the maintenance adjustments or repair
         of the Facilities as speedily as is reasonably practicable and to
         interrupt the Service at a time and date causing the Customer the least
         inconvenience and generally to have regard to the interests of the
         Customer in comparison with those of other users of the Facilities and
         not to discriminate against the interests of the Customer in that
         comparison and to disrupt the Service as little as is reasonably
         practicable in the circumstances.

6.2      The parties will agree suitable times for interruptions for routine 
         maintenance of the Facilities.

7.       Unavailability of the Service

7.1      The Service will be regarded as Unavailable during the Transmission 
         Period in the following circumstances:

                  7.1.1.   failure of  the Service or its degradation below
                           the specifications in Schedule 4;

                  7.1.2.   failure of the Space Segment Facilities or their 
                           degradation below the parameters set out in
                           Schedule 2 section 3:

                  7.1.3.   failure of the Earth Segment Facilities to maintain
                           the specifications in Schedule 2 section
                           2;

                  7.1.4.   withdrawal or interruption of Service for 
                           maintenance and repairs;

                  7.1.5.   if the Service cannot be provided because of an 
                           event of Force Majeure; or

                  7.1.6    if the Space Segment Facilities have been pre-empted
                           by the Space Segment Operators, of the Space Segment
                           Facilities are pre-emptible and "Unavailable" and
                           "Unavailability" will be construed accordingly.

7.2      Any loss of Service caused by the act or omission of, or a request by,
         the Customer its employees, or agents or contractors will not be
         counted as "Unavailability provided that BT shall give the Customer
         notice of such act or omission as soon as reasonably practicable after
         the same comes to BT's attention.

7.3      Periods of Unavailability will be recorded in accordance with Schedule
         5 section 3. Such periods will be measured from the time such
         Unavailability is reported to BT (and confirmed by BT's operations
         staff) or such other time (if earlier) when the Unavailability becomes
         known to BT. Unavailability will continue until the time the Service is
         restored to the standard specified in relevant Schedules or as
         otherwise agreed in writing between the parties.

8.       Alternative Facilities

8.1      If the Earth or Space Segment Facilities have been Unavailable during a
         Transmission Period BT will consult with the Customer and use
         reasonable endeavors to identify alternative earth or space segment
         facilities:

                  8.1.1    after the Space Segment Facilities have been 
                  Unavailable for:

                           (a)      a continuous period of 8 hours, or

                           (b)      sooner if in BT's reasonable judgment the
                           Unavailability is unlikely to be remedied within 
                           that period.

                  8.1.2    after the Earth Segment Facilities have been 
                  Unavailable for:

                           (a)      a continuous period of 1 hour or more; or

                           (b) sooner when in BT's reasonable judgment the
         Unavailability is unlikely to be remedied within 4 hours from the start
         of such Unavailability.

8.2      After written approval from the Customer of the nature, duration, and
         cost to the Customer of any identified alternative facilities (which
         will not be unreasonably withheld or delayed), BT will make the
         alternative facilities available to the Customer wile the Space Segment
         Facilities or Earth Segment Facilities are Unavailable and will
         reinstate the original facilities as soon as this is reasonably
         practicable. The Customer shall continue to pay the Charge while the
         alternative facilities are being provided.

8.3      BT will bear the cost of providing alternative space segment 
         facilities to the amount stated in Schedule 1 and the Customer will 
         bear the rest of the costs in addition to the Charge.

8.4      When BT provides alternative earth segment facilities out of resources
         already then available to it, BT will bear the entire cost of providing
         them.

8.5      Where alternative earth segment facilities are made available other 
         than pursuant to Clause 8.4. BT will:

                  8.5.1.   bear the cost of providing them where they have to 
                           be provided as a result of any act or omission on 
                           the part of BT or of any of its employees or
                           agents; or

                  8.5.2.   in any other case, bear the cost of providing them 
                           up to the daily rate set out in Schedule 1 and the 
                           Customer will bear the rest in addition to the 
                           Charge.

8.6      If BT is unable to provide alternative earth segment facilities which
         are acceptable to the Customer (such acceptance not to be unreasonably
         withheld or delayed) and the Earth Segment Facilities have been
         Unavailable for a continuous period of 24 hours, then the Customer may
         nominate alternative earth segment facilities not owned or controlled
         by BT.

8.7      BT will use reasonable endeavors to procure the use of alternative
         earth segment facilities nominated under Clause 8.6 provided that:

                  8.7.1.   BT and the Space Segment Operator have given written
                           consent to the use of such alternative earth segment
                           facilities (BT's consent not to be unreasonably
                           withheld or delayed). BT will promptly seek the Space
                           Segment Operator's consent and convey to it any
                           representations on the Customer's behalf which the
                           Customer may reasonably request;

                  8.7.2.   all appropriate government regulatory requirements 
                           have been satisfied.  The Customer must
                           provide reasonable evidence of such satisfaction 
                           (where it is reasonable for BT to require
                           such evidence);

                  8.7.3.   the Customer must indemnify BT in respect of any 
                           damage to the Satellite or loss to third
                           parties to the extent that the damage or loss is 
                           caused by the nominated alternative earth
                           segment facilities;

                  8.7.4    BT will not be responsible in any respect for the
                           Earth Segment Facilities of the Service from such
                           nominated alternative earth segment facilities; and

                  8.7.5.   BT will bear the cost of providing the cost of
                           providing the alternative facilities up to the amount
                           stated in Schedule 1 and the Customer will bear the
                           rest of the costs in addition to the Charge.

9.       Credits

9.1      Subject to Clause 9.3. the Customer will receive credit calculated as 
         provided in Schedule 1 for and continuous periods of Unavailability 
         lasting one minute or more.

9.2      The calculation of credit under Clause 9.1 above will be carried out
         for each calendar month of this Contract. BT will allow an appropriate
         credit to the Customer in the next but one monthly invoice and the
         Customer will pay the invoice for that month's portion of the Charge
         reduced by the amount of the credit. Where any credit becomes due to
         the Customer for the penultimate or the last month of the term of this
         Contract BT will pay to the Customer an amount equal to such credit on
         or before the last day of the month immediately following that last
         month.

9.3      For the avoidance of doubt credit will not be given under this Clause 
         9 for:

                  9.3.1    periods of Unavailability while alternative 
                           facilities are being provided to the Customer;

                  9.3.2    periods when Service is not being provided due
                           directly or indirectly to the act or omission of, or
                           request by, the Customer or any of its employees,
                           agents or contractors provided that BT shall give the
                           Customer notice of any such acts or omissions as soon
                           as reasonably practicable after the same come to BT's
                           attention;

                  9.3.3    periods when Service is not being provided due to 
                           sun outage or adverse weather conditions;
                           or

                  9.3.4    periods during which the Service is suspended 
                           pursuant to Clause 14 of this Contract.

9.4      Allowance of credits by BT under this Clause shall be in full and 
         final settlement of any claim arising from any period of
         Unavailability.

10.      Information

10.1     BT will, as far as is practical, keep the Customer informed of:

         10.1.1.  the plans, practices and policies of the Space Segment 
         Operator to the extent that they may adversely affect the provision 
         of the Service;

         10.1.2.  any changes in the operating characteristics of the Satellite
         to the extent that such change adversely affect the provision of the 
         Service; and

         10.1.3.  all tests, repairs or maintenance work which will, or are 
         likely to, cause Unavailability of the Service.

10.2     By the fifteenth day of each calendar month, for the duration of this
         Contract, BT will deliver to the Customer a summary of any periods of
         Unavailability occurring during the immediately preceding month. Such
         summary will include the times and duration of such periods and will
         describe the reason for such Unavailability and shall where possible be
         accompanied by an analysis of the results of the monitoring agreed to
         be performed by BT in accordance with Schedule 4.

10.3     The obligations of BT under this Clause 10 relate only to such
         information as is in BT's possession (or which BT can reasonably
         obtain) and which BT can reveal without being in breach of any duty to
         a third party. The Customer will comply with all BT's reasonable
         requirements which it notifies to the Customer for protecting the
         confidentiality of such information.

11.      Termination by the Customer

11.1     The Customer may terminate this Contract before the Expiry Date 
         immediately by written notice to BT.

         11.1.1.  for Unavailability of the Space Segment Facilities:

                  (i)      after they have been Unavailability for a single 
         continuous period of 30 days; or

                  (ii) sooner when it is clear to both parties that the
         Unavailability will continue for longer than 30 days from the day it
         started and alternative space segment facilities will not be provided
         within that 30 day period.

         11.1.2.  For Unavailability of the Earth Segment Facilities;

                  (i)      after they have been Unavailable for a single 
        continuous period of 15 days; or

                  (ii) sooner when it is clear to both parties that the
         Unavailability will continue for longer than 15 days from the day it
         started and suitable alternative earth segment facilities will not be
         provided within that 15 day period; or

                  (iii) if the aggregate of all continuous Unavailability of 30
         minutes or more duration during Transmission Periods within any 90 day
         period exceeds the total time comprised in 6 Transmission Periods.

         Periods during which alternative facilities are provided following
         written consent pursuant to Clause 8.2 under Clause 8 will not be
         counted for the purposes of this Clause 11.1.

11.2     The Customer may terminate this Contract before the Expiry Date by
         written notice to BT if BT commits a substantial breach of this
         Contract (other than matters provided for in Clause 11.1) and:

         11.2.1.  if the breach of Contract is capable of remedy, fails to 
         remedy the breach within 30 days of written notice to do so; or

         11.2.2.  if it is not possible to remedy the breach.

11.3     The Customer may terminate this Contract before the Expiry Date by
         written notice to BT if BT is the subject of a bankruptcy order or
         becomes insolvent or makes any arrangement or composition with or
         assignment for the benefit of its creditors or goes into liquidation,
         either voluntary (otherwise than for reconstruction or amalgamation) or
         compulsory, or if a receiver or administrator is appointed over its
         assets.

11.4     The Customer may terminate this Contract before the Expiry Date on the
         day immediately preceding the 3rd anniversary of the OSD without
         becoming liable for the Termination Payment subject to at least 6
         months prior written notice to BT.

12.      Termination by BT

12.1     BT may immediately terminate this Contract by written notice to the
         Customer if the Space Segment Operator gives written notification to BT
         that the Space Segment Facilities have become permanently Unavailable.
         Upon such termination BT will advise the Customer of the availability,
         if any, of alternative space segment facilities and will use reasonable
         endeavors to arrange for the provision of alternative space segment
         facilities on terms to be agreed. In the event of termination under
         this Clause 12.1. BT shall repay any charges paid in advance by the
         Customer.

12.2     BT may (without prejudice to any other right or remedy) without notice
         summarily terminate this Contract if BT does not receive any payment
         and interest due on it within 30 days of the Due Date and the Customer
         fails to remedy failure to pay within 30 days of receipt of written
         notice requiring it to do so.

12.3     BT may terminate this Contract before the Expiry Date by written notice
         to the Customer if the Customer commits a substantial breach of this
         Contract (other than matters provided for in Clause 12.2) and;

12.4     BT may terminate this Contract before the Expiry Date by written notice
         to the Customer if the Customer is the subject of a bankruptcy order or
         becomes insolvent or makes any arrangement or composition with or
         assignment for the benefit of its creditors or goes into liquidation,
         either voluntary (otherwise than for reconstruction or amalgamation (or
         compulsory, or if a receiver or administrator is appointed over its
         assets.

13.      Effect of Termination

13.1     Termination or expiry of this Contract will be without prejudice to the
         rights and liabilities of either BT or the Customer which may accrue on
         or up to the Termination Date.

13.2     Where BT terminates this Contract under Clause 12 (excluding Clause
         12.1) or where the Customer purports to terminate before the Expiry
         Date (other than under Clause 11), the Customer must pay the
         Termination Payment.

13.3     The Termination Payment is calculated:

         13.3.1. by taking this aggregate of all sums payable under this
         Contract up to the third anniversary of the OSD or if this has been
         exceeded, the Expiry Date not received by BT on or before the
         Termination Date, less the aggregate of all credits due to the Customer
         under Clause 9, which have not been allowed to the Customer on or
         before the Termination Date; and

         13.3.2. discounting the result using the Interbank offered rate quoted
         by Barclays Bank plc. London at 11:00 a.m. on the last business day of
         the preceding month for three months time deposits in the Euro-Currency
         market applying to the currency of the Charge calculated for the period
         between the date of BT's invoice for the Termination Payment and the
         Expiry Date.

13.4     The Customer must pay the Termination Payment to BT within 30 days of 
         the date of BT's invoice.

         BT may charge interest calculated in accordance with Clause 5.3 if the
         Termination Payment is not paid within 30 days of the date of BT's
         invoice.

13.5     If after payment by the Customer of the Termination Payment BT secures
         another customer or customers for services using the Facilities for any
         of the balance of the period between the Termination Date and the
         Expiry Date. BT will pay the Customer the money it obtains from the new
         customer(s) less BT's reasonable costs. BT agrees to use reasonable
         endeavors to mitigate the loss by securing another Customer for the
         Earth and Space Segment Facilities.

13.6     The sum payable by BT under Clause 13.5 will be no greater than the
         proportion of the Termination Payment which is applicable to the
         re-used Facilities.

13.7     BT will pay the sum in Clause 13.5 out of money received from the new 
         customer(s).

13.8     Where the Customer terminates this contract under Clause 11.1 to 11.4
         inclusive. BT shall refund to the Customer all advanced payments made
         by the Customer in respect of any period after the termination date.

14.      Suspension by BT

14.1     BT may (without prejudice to any other right or remedy) suspend the 
         Service;

         14.1.1.  by seven days' written notice if BT does not receive any 
         payment within 30 days of the Due Date,
         together with any interest due;

         14.1.2.  immediately by written notice if the Customer commits a 
         substantial breach of this Contract; or

         14.1.3.  immediately by written notice if any of the events which are 
         grounds for suspension under Clause
         2.10 occurs.

         Suspension will continue until such time only as the grounds for
         suspension are removed to BT's reasonable satisfaction or BT terminates
         the Contract pursuant to the terms herein.

14.2     The Customer remains liable to pay the Charges for any period of 
         suspension.

15.      Use and Assignment

15.1     The Customer may assign any rights or obligations under the Contract
         only with the prior written consent of BT (such consent not to be
         unreasonably withheld or delayed, provided that BT shall be entitled to
         require such guarantees or other security as BT in its reasonable
         discretion thinks fit in relation to performance of any obligations of
         the assignee). A change in the ownership or control of the Customer or
         its business or of a substantial part of the Customer's assets will
         also continue an assignment. For the purposes of this Clause a change
         of ownership or control shall mean the acquisition by any third party
         which is not already a shareholder of the Customer of more than 50% of
         the voting rights in the Customer.

15.2     If the Customer wishes to permit a third party to use part of the
         Service then the Customer must notify BT in advance of that party's
         name and the proposed extent of their use of the Service. The Customer
         remains responsible under the Contract for the use of the Service and
         will ensure that the third party is aware of and complies with the
         provisions of the Contract. Notification to BT does not imply any
         approval by BT of the third party or its proposed usage not does it
         prejudice any of the Customer's obligations or BT's rights under the
         Contract.

16.      Force Majeure

16.1     If either BT or the Customer is unable to perform any obligation under
         this Contract because of matters beyond its reasonable control such as
         lightning, flood, exceptionally severe weather, fire, explosion, war,
         civil disorder, industrial disputes (whether or not involving their
         employees), sun outage, satellite or launch failure or acts of local or
         central Government or other competent authorities it will have no
         liability to the other party.

16.2     In addition BT will not be liable for any breach of this Contract 
         directly or indirectly occasioned by or resulting from:

         16.2.1.  compliance with the License; or

         16.2.2.  regulatory action taken by any relevant regulatory authority.

16.3 A party affected by Force Majeure must promptly give written notice to the
other party:

         16.3.1.  on commencement; and

         16.3.2.  on cessation of the Force Majeure event.

17.      Limitation of Liability

17.1     BT's duty in performing any obligation under this Contract is only to
         exercise the reasonable skill and care of a competent
         telecommunications service provider .

17.2     BT accepts liability under this Contract only to the extent stated in 
         this Clause 17, Clause 9, Clause 12.1 and Clause 13.8.

17.3     Neither party excludes or restricts its liability for death or 
         personal injury resulting from its own negligence.

17.4     BT's liability to the Customer in contract, tort (including negligence)
         or otherwise in relation to this Contract is limited to (pound)1
         million for any one incident or series of related incidents and to
         (pound)2 million for all incidents in any period of 12 months.

17.5     Neither BT nor the Customer is liable to the other either in contract,
         tort (including negligence) or otherwise or loss (whether direct or
         indirect) of profits business or anticipated savings or for any
         indirect or consequential loss or damage whatever. This does not
         relieve the Customer from obligation for the Charges in full under this
         Contract.

17.6     Each provision of this Clause 17 limiting or excluding liability
         operates separately. If any part is held unreasonable or inapplicable
         the other parts shall continue to apply.

18.      Indemnity

18.1     Subject to Clause 17 the Customer must indemnify BT against any
         actions, proceedings, claims or demands for loss or damages including
         death or personal injury in any way connected with this Contract
         brought or threatened against BT by a third party except to the extent
         that the same are directly or indirectly occasioned by, or result from
         any fault of BT or are otherwise due to any act or omission, negligence
         or wilful misconduct by BT, its employees, agents or contractors.

18.2     Without prejudice to the generality of Clause 18.1 the Customer must 
         indemnify BT in the event of:

         18.2.1.  actual or alleged libel, slander, invasion of privacy or 
         infringement of copyright;

         18.2.2.  actual or alleged infringement of intellectual property 
         rights arising from use of the Service with facilities or services, 
         apparatus or systems not provided by BT for use with the Service;

         18.2.3.  use of the Service contrary to the provisions of this 
         Contract;

         18.2.4.  claims relating to quality or contents fo the Television 
         Service; or

         18.2.5.  claims relating to any actual or alleged failure, however 
         casued, to meet an obligation to any person to transmit the 
         Television Service; or

         18.2.6 any actions, proceedings, claims or demand conneted with the
         Service which are brought or threatened agaisnt BT due to BT acting in
         accordance with the instructions of the Customer.

18.3     BT wil promptly notify the Customer of any claim to which the 
         indemnity in this Clause 18 relates and will:

         18.3.1.  make no admission without the Customer's consent;

         18.3.2.  allow the Customer to conduct any proceedings or settle any 
         claims in each case at the expense of the Customer and must do so at 
         BT's written request; and

         18.3.3.  give to the Customer at the cost and expense of the Customer 
         reasonable assistance in connection with such proceedings.

19.      Notices

19.1     Notices given under this Contract will be in writing  and will be 
         sent to the address of the Customer or BT specified in Schedule 1.

19.2     All notices will be:

         19.2.1. delivered by hand or sent by telex, facsimile or, in the United
         Kingdom, by registered post or by recorded delivery, and outside of the
         United Kingdom by registered airmail letter. All notices will be deemed
         to have been received when delivered by hnand or on the date on which
         they would be received in the normal course of posting (if posted) or
         when the proper answerback code or confirmation is received by the
         sender if sent by telex or facsimile; or

         19.2.2.  in the case of an emergency the Customer accepts that BT may 
         give notice by telephone, provided that this is later confirmed in 
         writing as soon as is reasonably practicable.

20.      Confidentiality

20.1     BT and the Customer will keep in confidence any information of a
         confidential nature obtained under this Contract and will not divulge
         it to any person (other than their employees who need to know the
         information and subject to their employer making them fully aware of
         and causing them to comply with the provisions of this Clause) without
         the consent of the other party.

20.2     Clause 20.1 will not apply to:

         20.2.1.  information in the public domain otherwise than in breach 
         of this Contract;

         20.2.2.  information in the possession of the receiving party prior 
         to its disclosure to them under the terms of this Contract;

         20.2.3.  information obtained from a third party who is free to 
         divulge it;

         20.2.4 information which is independently developed by the receiving
         party without any breach of confidentiality under this Contract or
         otherwise; or

         20.2.5.  the disclosure of information as required by a court of law 
         or other competent authority.

21.      Variations and Amendments

21.1     No variation, amendment or change to this Contract will be effective
         unless contained in a document agreed by the parties and signed by
         their authorized representatives.

21.2     If the Customer wishes BT to modify the Service it must notify BT in
         writing. If the proposed modification is acceptable to BT (such
         acceptance not to be unreasonably withheld or delayed) the parties will
         negotiate the applicable terms and conditions in good faith.

22.      No Partnership

         Nothing in this Contract will give rise to any partnership between BT
         and the Customer.

23.      Severability

         Any part of this Contract whic is determined illegal or invalid will
         not affect the legality or validity of the remainder.

24.      Waiver

         If either party delays in acting upon a breach of Contract by the other
         that delay will not be regarded as a waiver of that breach. If either
         party waives a breach of the Contract by the other that waiver is
         limited to the particular breach.

25.      Entire Agreement

         This Contract governs the provision of the Service to the Customer to
         the exclusion of all other written or verbal representations,
         statements, understandings, negotiations, proposals or agreements.

26.      Proper Law and Jurisdiction

         This Contract will be governed and construed in accordance with English
         law and the parties agree to submit to the exclusive jurisdiction of
         the English Courts.

27.      Security

27.1     Subject to Clause 15.1 Security is not required for the provision of 
         Service described in this Contract.

AS WITNESS these agreements the duly authorized representatives of the parties
have signed this Contract on the day and year stated on page 1 above.

Signed for and on behalf of the Customer


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Signature


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Name and Title





Signed for an on behalf of BT

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Signature


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Name and Title