##### 



Exhibit 4.31

| |                                                                                                                                                                                                                        
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | CONFIDENTIAL TREATMENT REQUESTED
The asterisked ("**") portions of this document have been
Omitted and filed separately with the Securities and
Exchange Commission pursuant to a requested
for confidential Treatment.

Execution Version







Intelsat Hong Kong, LLC



TVB Satellite TV Holdings, Ltd.



Galaxy Satellite TV Holdings, Ltd.



---



SUBCRIPTION AND SHAREHOLDERS AGREEMENT
Relating to GALAXY SATELLITE TV HOLDINGS, LTD.



---











Dated as of February 20, 2003



---



##### 



TABLE OF CONTENTS

|                                                               |                                                                 |  |      |    | 
|-------------------------------------------------------------- | --------------------------------------------------------------- |  | ---- | -- | 
|                                                               |                                                                 |  | Page
|                                                               |                                                                 |  |     
|                                                               |                                                                 |  |     
|ARTICLE
1.DEFINITIONS                                          |                                                                 |  | 2    |   
|                                                               |                                                                 |  |     
|ARTICLE
2.SUBSCRIPTION; ORGANIZATIONAL MATTERS; VOTING; OTHER  |                                                                 |  | 3    |   
|                                                               | 2.1.     Subscription                                           |  |      | 3  | 
|                                                               | 2.2.     Funding                                                |  |      | 5  | 
|                                                               | 2.3.     Further Financing                                      |  |      | 5  | 
|                                                               | 2.4.     Closing                                                |  |      | 6  | 
|                                                               | 2.5.     Company Documents; Shares; Shareholders Meetings       |  |      | 7  | 
|                                                               | 2.6.     Board of Directors                                     |  |      | 8  | 
|                                                               | 2.7.     Officers of the Company                                |  |      | 10 | 
|                                                               | 2.8.     Matters Requiring Shareholder Approval                 |  |      | 11 | 
|                                                               | 2.9.     Confidentiality Agreement                              |  |      | 13 | 
|                                                               |                                                                 |  |     
|ARTICLE
3.RESTRICTIONS ON TRANSFER                             |                                                                 |  | 14   |   
|                                                               | 3.1.     General                                                |  |      | 14 | 
|                                                               | 3.2.     Right of First Refusal                                 |  |      | 15 | 
|                                                               | 3.3.     Tag Along                                              |  |      | 16 | 
|                                                               | 3.4.     Legends                                                |  |      | 17 | 
|                                                               | 3.5.     Rights of Future Holders and Transferees               |  |      | 17 | 
|                                                               | 3.6.     Articles                                               |  |      | 18 | 
|                                                               |                                                                 |  |     
|ARTICLE
4.ISSUE OF NEW SHARES                                  |                                                                 |  | 18   |   
|                                                               | 4.1.     Pre-emptive Rights                                     |  |      | 18 | 
|                                                               |                                                                 |  |     
|ARTICLE
5.REPRESENTATIONS, WARRANTIES AND OTHER AGREEMENTS     |                                                                 |  | 18   |   
|                                                               | 5.1.     Intelsats Representations and Warranties              |  |      | 18 | 
|                                                               | 5.2.     TVBs Representations and Warranties                   |  |      | 19 | 
|                                                               | 5.3.     The
Companys Representations and Warranties           |  |      | 19 | 
|                                                               | 5.4.     Indemnification by TVB                                 |  |      | 21 | 
|                                                               | 5.5.     Indemnification by Intelsat                            |  |      | 21 | 
|                                                               | 5.6.     Legal Proceedings; Recovery; Notice                    |  |      | 22 | 
|                                                               | 5.7.     Interest, Claims and Limitations on Claims For Damages |  |      | 22 | 
|                                                               |                                                                 |  |     
|ARTICLE
6.AGREEMENTS RELATING TO BUSINESS PLANS AND CAPITAL    |                                                                 |  | 23   |   
|                                                               | 6.1.     Business Plans and Capital                             |  |      | 23 | 
|                                                               |                                                                 |  |     
|ARTICLE
7.LISTING                                              |                                                                 |  | 23   |   
|                                                               | 7.1.     Listing Undertaking                                    |  |      | 24 | 
|                                                               |                                                                 |  |     
|ARTICLE
8.OTHER AGREEMENTS OF THE COMPANY AND THE SHAREHOLDERS |                                                                 |  | 24   |   
|                                                               | 8.1.     Agreements of the Company                              |  |      | 24 | 

|  |                                       
|- | --------------------------------------
|i | SUBSCRIPTION
AND SHAREHOLDERSAGREEMENT



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##### 



|                                                                 |                                                     |  |      |     | 
|---------------------------------------------------------------- | --------------------------------------------------- |  | ---- | --- | 
|                                                                 |                                                     |  | Page
|                                                                 |                                                     |  |     
|                                                                 | 8.2.     Management Reports; Access and Information |  |      | 25  | 
|                                                                 | 8.3.     PRC Business                               |  |      | 26  | 
|                                                                 | 8.4.     Non-Competition                            |  |      | 26  | 
|                                                                 |                                                     |  |     
|ARTICLE
9.     TERM, EXPIRATION AND TERMINATION OF THE AGREEMENT |                                                     |  | 28   |    
|                                                                 | 9.1.     Term; Expiration                           |  |      | 28  | 
|                                                                 | 9.2.     Termination of the Agreement               |  |      | 28  | 
|                                                                 |                                                     |  |     
|ARTICLE
10.     DEADLOCK                                         |                                                     |  | 29   |    
|                                                                 | 10.1.     Deadlock                                  |  |      | 29  | 
|                                                                 |                                                     |  |     
|ARTICLE
11.     ARBITRATION AND JURISDICTION                     |                                                     |  | 29   |    
|                                                                 | 11.1.     Dispute Resolution                        |  |      | 29  | 
|                                                                 | 11.2.     Specific Performance                      |  |      | 30  | 
|                                                                 |                                                     |  |     
|ARTICLE
12.     MISCELLANEOUS                                    |                                                     |  | 30   |    
|                                                                 | 12.1.     Assignment, Etc.                          |  |      | 30  | 
|                                                                 | 12.2.     Notices                                   |  |      | 30  | 
|                                                                 | 12.3.     Costs and Expenses                        |  |      | 32  | 
|                                                                 | 12.4.     No Waiver                                 |  |      | 32` | 
|                                                                 | 12.5.     Amendment                                 |  |      | 32  | 
|                                                                 | 12.6.     Third Parties                             |  |      | 32  | 
|                                                                 | 12.7.     Headings                                  |  |      | 32  | 
|                                                                 | 12.8.     Governing Law                             |  |      | 32  | 
|                                                                 | 12.9.     Entire Agreement                          |  |      | 32  | 
|                                                                 | 12.10.   Invalidity                                 |  |      | 32  | 
|                                                                 | 12.11.   Counterparts                               |  |      | 32  | 
|                                                                 | 12.12.   Language                                   |  |      | 32  | 
|                                                                 | 12.13.   Further Assurances                         |  |      | 33  | 
|                                                                 | 12.14.   Conflicts                                  |  |      | 33  | 

Attachments

|            |  |  |   |  |  |                                        |  | 
|----------- |  |  | - |  |  | -------------------------------------- |  | 
|Annex 1     |  |  |  |  |  | Definitions                           
|Annex 2     |  |  |  |  |  | TVB's Representations and Warranties  
|Annex 3     |  |  |  |  |  | Intentionally omitted                 
|Annex 4     |  |  |  |  |  | 3-Year Business Plan                  
|Annex 5     |  |  |  |  |  | Guangdong Channel Supply Parameters   
|Annex 6     |  |  |  |  |  | Deadlock Resolution Procedures        
|Exhibit A   |  |  |  |  |  | Amendment to Channels Supply Agreement
|Exhibit B   |  |  |  |  |  | Form of Satellite Capacity Agreement  
|Exhibit C-1 |  |  |  |  |  | Form of Intelsat Sponsor Guaranty     
|Exhibit C-2 |  |  |  |  |  | Form of TVB Sponsor Guaranty          





|   |                                       
|-- | --------------------------------------
|ii | SUBSCRIPTION
AND SHAREHOLDERSAGREEMENT



---



##### 



Asterisks ("**") indicate omitted
material.

SUBSCRIPTION AND SHAREHOLDERS
AGREEMENT

This SUBSCRIPTION AND SHAREHOLDERS AGREEMENT, dated as of February 20,
2003 (this Agreement), is by and among:



| | (1) |  | Intelsat Hong Kong, LLC, a limited liability company existing
under the laws of the State of Delaware, USA (Intelsat);
| | --- |  | ------------------------------------------------------------------------------------------------------------------------
|
| | (2) |  | TVB Satellite TV Holdings, Ltd., a corporation existing under
the laws of Bermuda (TVB); and                          
|
| | (3) |  | Galaxy Satellite TV Holdings, Ltd., a corporation existing
under the laws of Hong Kong (the Company).                 

Intelsat and TVB, together with their permitted transferees and assigns and any
successors to their interest in any Shares, are hereinafter referred to
collectively as the Shareholdersand individually as a Shareholder.

R E C
I T A L S:

A.     Galaxy Satellite Broadcasting Limited (Galaxy"), a corporation
existing under the laws of Hong Kong, is the holder of (i) a Domestic Pay
Television Programme Service License issued by the Chief Executive in Council
on December 5, 2000 (Pay TV License") to offer pay-television service (Pay
TV) in Hong Kong; (ii) a Satellite Television Uplink and Downlink License
issued by the Chief Executive in Council on July 21, 1998 and amended on
December 5, 2000 (Satellite Up-link License") to maintain and operate radio
communication stations for the provision of its non-domestic satellite regional
service; and (iii) a Fixed Telecommunication Network Services License No. 016
issued by the Telecommunications Authority on April 3, 2000 (FTNS License) to
maintain and operate its satellite up-link and down-link facilities.

B.     Galaxy intends to construct, own and operate (1) a pay-television
network for the provision of a direct-to-home (DTH) pay television business
in Hong Kong and, when permitted and commercially viable, in Guangdong Province
(such business and the assets, properties and licenses associated therewith are
referred to as the Pay TV Business); (2) telecommunications teleport and hub
facilities that provide users with fast, convenient, cost-effective access to
advanced services and high-bandwidth communications in Hong Kong (such business
and the assets, properties and licenses associated therewith are referred to as
the Teleport Business); and (3) when commercially viable, a satellite
broadband internet access service that will be offered in conjunction with its
Pay TV Business services.

C.     TVB is a wholly-owned subsidiary of Television Broadcasts Limited (the
TVB Sponsor), the ultimate parent company of Galaxy;

D.     Intelsat is an indirect, wholly-owned subsidiary of Intelsat (Bermdua),
Ltd. (the Intelsat Sponsor);



---



##### 



Asterisks ("**") indicate omitted
material.

E.     The TVB Sponsor and the Intelsat Sponsor desire to establish the
Company as a joint venture company that will hold all of the outstanding shares
of Galaxy, which will in turn own and conduct the Pay TV Business and the
Teleport Business;

F.     The Company was established in Hong Kong in February 2003 to serve as
the joint venture company for the purposes described above;

G.     Galaxy has an authorized share capital of HK$10,000 divided into 10,000
ordinary shares of HK$1.00 each. An aggregate of two (2) shares have been
issued and are outstanding (the Original Galaxy Shares), of which one (1)
share is owned by TVB and one (1) share is owned by TVBI Company Limited;

H.     Contemporaneously with the execution and delivery of this Agreement,



| | 1. |  | the TVB Sponsor and Galaxy are executing and
delivering an amendment to the Channels Supply Agreement
between the TVB Sponsor and Galaxy in the form attached hereto
as Exhibit A (the CSA Amendment");                                                                                                          
| | -- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | 2. |  | Intelsat and Galaxy are executing and delivering
the Satellite Capacity Agreement in the form attached hereto
as Exhibit B;                                                                                                                                                                                       
|
| | 3. |  | the Company and Intelsat are purchasing the
Original Galaxy Shares from TVB and TVBI Company Limited,
respectively, for total consideration of HK$1.00 each, and TVB
and TVBI Company Limited are duly delivering to the Company
and Intelsat certificates representing the Original Galaxy
Shares, duly endorsed.

I.     The Shareholders believe that it is in their best interest and in the
best interest of the Company to set forth in this Agreement certain agreements
with respect to the management of the Company and the voting of the outstanding
ordinary shares of the Company, to create certain rights in, and imposing
certain obligations on, the holders of such shares, and to impose certain
restrictions on any disposition of such shares, all as hereinafter provided;

NOW, THEREFORE, in consideration of the premises and the mutual covenants
herein contained, the parties hereto agree as follows:

ARTICLE 1. DEFINITIONS

Capitalized
terms used herein have the meanings ascribed to them in Annex
1 attached hereto.





|  |                                       
|- | --------------------------------------
|2 | SUBSCRIPTION
AND SHAREHOLDERSAGREEMENT



---



##### 



Asterisks ("**") indicate omitted
material.

ARTICLE 2.     SUBSCRIPTION; ORGANIZATIONAL MATTERS ; VOTING; OTHER

2.1.     Subscription.

(a)  Subject to the terms of this Agreement, the Shareholders shall
subscribe for, and the Company shall allot and issue to the Shareholders, an
aggregate of 1,062,750,000 Shares, on the date hereof at a purchase price of
HK$1.00 per share (the Per Share Purchase Price) as follows:

|            |     |               |             |             |  |  |               |    |  
|----------- | --- | ------------- | ----------- | ----------- |  |  | ------------- | -- | -
|            |     |               |             |             |  |  | Percentage of
|Shareholder |     | No. of Shares |             | All Shares 
|            |     |               |             |            
|            | TVB |               |             | 520,750,000 |  |  |               | 49 | %
|Intelsat    |     |               | 542,000,000 |             |  |  | 51            | % 

(b)     In consideration of the allotment and issuance of the Shares pursuant
to Section 2.1(a), Intelsat and TVB shall pay the following:



| | (i) |  | In consideration of the Intelsat Subscription
Shares allotted and issued to Intelsat pursuant to Section
2.1(a), Intelsat shall pay to the Company the sum of
HK$542,000,000 of which:
| | --- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (1) |  | HK$128,700,000 shall be set off
against the amounts payable by Galaxy to Intelsat under
the Satellite Capacity Agreement (Intelsats In-Kind
Contribution) as provided below; and                                                                                                                                                                                                      
| | --- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (2) |  | HK$413,300,000 (Intelsats Cash
Contribution) shall be paid by Intelsat to the Company
by wire transfer of immediately available funds to the
Company in such installments and at such times during
the three-year period following the Closing Date as
specified in Section 2.2 below and in the 3-Year
Business Plan and the Annual Business Plans adopted by
the Board of Directors.



| | (ii) |  | In consideration of the TVB Subscription Shares,
TVB shall pay to the Company the sum of HK$520,750,000 of
which:
| | ---- |  | -----------------------------------------------------------------------------------------------------------------



| | (1) |  | HK$324,150,000 (TVBs In-Kind
Contribution) shall be set off against payments by
Galaxy to TVB Sponsor under the Channels Supply
Agreement as provided below;                                                                                                                                                                                                              
| | --- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (2) |  | HK $196,600,000 (TVBs Cash
Contribution) shall be paid by TVB to the Company by
wire transfer of immediately available funds to the
Company in such installments and at such times during
the three-year period following the Closing Date as
specified in Section 2.2 below and the 3-Year Business
Plan and the Annual Business Plans adopted by the Board
of Directors.





|  |                                       
|- | --------------------------------------
|3 | SUBSCRIPTION
AND SHAREHOLDERSAGREEMENT



---



##### 



Asterisks ("**") indicate omitted
material.



| | (iii) |  | TVBs In-Kind Contribution shall be set off
against the License Fees otherwise payable by Galaxy to TVB
Sponsor under item 1 of Schedule 2 to the Channels Supply
Agreement in installments as follows: Year 1  HK$150
million; Year 2   HK$125 million; Year 3   HK$49.15 million.
The installment amounts shall be set off against the payments
that first become due each year (i.e., each 12-month period
following Galaxys commencement of commercial operations)
under the Channels Supply Agreement. By way of example,
during Year 1, the HK$150 million contribution shall be set
off against the first 9 monthly installments (HK$16.66 million
each) payable to TVB Sponsor under the Channels Supply
Agreement. TVB acknowledges and agrees that if the Channels
Supply Agreement is terminated for any reason other than the
Galaxys breach thereunder, TVBs In-Kind Contribution
obligation shall be converted to an immediate obligation to
contribute the unpaid In-Kind Contribution in cash to the
Company.
| | ----- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (iv)  |  | Intelsats In-Kind Contribution shall be set off
against the service charges payable by Galaxy under the
Satellite Capacity Agreement as they become due. By way of
example, during the first year following Galaxys commencement
of commercial operations, Intelsats In-Kind Contribution
shall be set off against charges of US$4.5 million under the
Satellite Capacity Agreement. Intelsat acknowledges and
agrees that if the Satellite Capacity Agreement is terminated
for any reason other than the Galaxys breach thereunder,
Intelsats In-Kind Contribution obligation shall be converted
to an immediate obligation to contribute the unpaid In-Kind
Contribution in cash to the Company.                                                                                                                                                                                                                                                                                                                           

(c)     In addition, simultaneously with the execution and delivery of this
Agreement, (i) TVB and TVBI shall sell, convey, transfer and assign to the
Company and Intelsat, respectively, and the Company and Intelsat shall purchase
and accept, all right, title and interest in and to the Original Galaxy Shares
and (ii) TVB and Galaxy shall take all action required to effect such sale and
purchase in accordance with the Hong Kong Companies Ordinance and the Articles
of Association of Galaxy; and upon the completion of such sale and purchase,
(A) the Company shall be the legal and beneficial owner of one Original Galaxy
Share, and (B) Intelsat shall be the legal owner of one Original Galaxy Share
but shall hold such share in trust for the benefit of the Company. From and
after the date hereof, at the conclusion of the transaction described in this
Section 2.1(c), Galaxy shall be a wholly-owned subsidiary of the Company.





|  |                                       
|- | --------------------------------------
|4 | SUBSCRIPTION
AND SHAREHOLDERSAGREEMENT



---



##### 



Asterisks ("**") indicate omitted
material.

2.2.     Funding.

(a)     Although funding of the Parties Cash and In-Kind Contributions will
be effected in stages during the three-year period following the Closing Date
as provided above, the Shares shall be fully-paid and non-assessable upon
issuance by the Company to the Parties on the Closing Date. The Parties shall
pay Cash Contributions during the initial three-year period in the following
amounts:

|                       |  |          |       |        |  |  |       | 
|---------------------- |  | -------- | ----- | ------ |  |  | ----- | 
|                       |  | Intelsat |       | TVB   
|                       |  |          |       |       
|                       |  | (HK$M)   |       | (HK$M)
|                       |  |          |       |       
|On the date of Closing |  |          | 173.9 |        |  |  | 138.1 | 
|On January 2, 2004     |  |          | 158.3 |        |  |  | 45.2  | 
|On January 3, 2005     |  |          | 81.1  |        |  |  | 13.3  | 

(b)     If any Party is in default in the funding of its Cash or In-Kind
Contribution, such Partys voting rights in the Company and the Companys
Subsidiaries shall be reduced in proportion to the amount outstanding and such
Partys right to consider matters requiring Shareholder Approval set out in
Section 2.8 shall be suspended until payment is made in accordance with this
Agreement. Notwithstanding such forfeiture of rights, the Defaulting Party
shall nevertheless remain liable to pay to the Company the unpaid
Cash or In-Kind Contribution.

2.3.     Further Financing.

(a)     Intelsats Cash Contribution and TVBs Cash Contribution
(collectively, the Initial Cash Contribution) shall be used by the Company
and Galaxy to fund capital expenditures for the procurement of necessary
equipment, building access costs, costs of constructing the facilities and the
operating costs, service rollout costs and operating losses, and for general
working capital purposes during the three-year period following the Closing
Date, in each case, in accordance with the 3-Year Business Plan that is
attached hereto as Annex 4 (Start-Up and Initial Operational Costs).

(b)     If the Board of Directors determines that the Initial Cash
Contribution is insufficient to fund the Start-Up and Initial Operational Costs
as contemplated by the 3-Year Business Plan, then the Shareholders shall each
contribute an additional amount of capital to the Company to fund such costs up
to an aggregate of HK$170,100,000 of additional capital in exchange for
additional Shares at the Per Share Purchase Price, and each Shareholder shall
fund its Applicable Portion of such additional capital in such instalments as
shall be determined by the Board of Directors consistent with the 3-Year
Business Plan.

(c)     If more than HK$780,000,000 is required to fund the Start-Up and
Initial Operational Costs, as contemplated by the 3-year Business Plan, as
determined by the Board of Directors on the basis of a comparison of the actual
costs therefor and the funds available from Shareholders pursuant hereto, then
the Shareholders may (but shall not be required to) contribute





|  |                                       
|- | --------------------------------------
|5 | SUBSCRIPTION
AND SHAREHOLDERSAGREEMENT



---



##### 



Asterisks ("**") indicate omitted
material.

to the Company such amount of additional funding as the Board of Directors shall determine is
required to fund the Start-Up and Initial Operational Costs in accordance with
the 3-Year Business Plan. Each Shareholder shall have the right (but shall not
be required) to contribute a portion of such additional funding equal to such
Shareholders Applicable Portion thereof by way of a loan bearing interest at a
rate per annum equal to the prime lending rate announced by Citibank N.A. at
the time of the making of such loan or any instalment thereof, plus a margin of
1.5% per annum. Interest shall accrue on the principal amount of any such loan
on the basis of the actual number of days elapsed in a 360-day year and shall
be paid quarterly in arrears. The maturity date of any such loan shall be
subject to mutual agreement of the Company and the Shareholder that advances
such loan. The principal of and all interest on any such loan shall be secured
by a first priority security interest in all of the Companys properties and
assets, provided that such security interest may be subordinate to the security
granted to secure any bank loan related to refinancing the Teleport Loan. If
any Shareholder loans such funds to the Company, the Company shall execute and
deliver to such Shareholder such promissory notes, security agreements and
other agreements, instruments or documents as the contributing Shareholder may
reasonably request in order to evidence such loan and security or the terms
thereof.

2.4.     Closing.

(a)     The completion of the acquisition by the Shareholders of the
Subscription Shares pursuant to Section 2.1(a) above shall take place at a
closing (the Closing) at the offices of Coudert Brothers, 39/F, Gloucester
Tower, 11 Pedder Street, Central, Hong Kong at 10:00 a.m. in Hong Kong on the
date of this Agreement (such date is herein called the Closing Date)
whereupon the following documents shall be delivered:



| | (i)   |  | each of Intelsat andTVB shall deliver to the
other Parties a certificate dated the Closing Date and signed
by an officer of such Party certifying the accuracy and
completeness of the representations and warranties of such
Party in all Transaction Documents to which such Party is
party, and the performance by such Party of all obligations of
such Party contemplated to be performed by such Party on or
prior to such date pursuant to such Transaction Documents; and
| | ----- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (ii)  |  | each of Intelsat and TVB shall cause to be
delivered to the other Parties a Parent Guaranty in the form
attached hereto as Exhibits C-1 and C-2 (each, a Parent
Guaranty) duly executed; and                                                                                                                                                                                                                                                                                   
|
| | (iii) |  | each of Intelsat and TVB shall deliver to the
other Party certified resolutions of (A) such Parties
authorizing their execution, delivery and performance of this
Subscription and Shareholders Agreement and (B) the TVB
Sponsor and the Intelsat Sponsor authorizing their execution,
delivery and performance of the Parent Guaranties;                                                                                                                                       

(b)     On the Closing Date, each of Intelsat and Galaxy shall duly execute
and deliver the Satellite Capacity Agreement.





|  |                                       
|- | --------------------------------------
|6 | SUBSCRIPTION
AND SHAREHOLDERSAGREEMENT



---



##### 



Asterisks ("**") indicate omitted
material.

(c)     On the Closing Date, the TVB Sponsor and Galaxy shall execute the CSA
Amendment;

(d)     On the Closing Date, the Company shall issue to each Shareholder the
number of Shares for which such Shareholder shall subscribe, as provided in
Section 2.1(a), and the Company shall issue and deliver to such Shareholder a
share certificate representing such Shares, properly signed and sealed, as the
case may be.

(e)     As soon as reasonably practicable and in any case within seven days
following the Closing Date, the Company shall procure its bank and Galaxy to
issue and submit a performance bond in favour of the Government of Hong Kong
SAR in the sum of HK$88 million in the form specified in the Pay TV License for
the release of the performance bond dated 13 June 2001 issued by Galaxy and
Shanghai Commercial Bank Ltd. and guaranteed by TVB Sponsor.

2.5.     Company Documents; Shares; Shareholders Meetings.

(a)     Within five (5) Business Days after the date of this Agreement, the
Shareholders and the Company shall agree upon and effect such amendments to the
memorandum and articles of association of the Company and Galaxy as may be
necessary to make them consistent with the terms of this Agreement.

(b)     The Company shall call general meetings of Shareholders in the manner
provided in the Articles of Association, but not less frequently than once each
year. Notices of the date and agenda for each general meeting of Shareholders
or a general meeting called for the passages of special resolutions shall be
provided by the Company to each Shareholder at least 21 days prior to such
meeting. Any other general meeting of Shareholders may be called by the
Chairman of the Company or any Shareholder by notice thereof to the
Shareholders delivered at least 14 days prior to such meeting. An extraordinary
meeting of Shareholders shall be convened on the Closing Date for purposes of
confirming the election of directors, and the other matters incidental to the
effectuation of the agreements of the Shareholders set forth in this Agreement.

(c)     A quorum of shareholders shall be constituted for any meeting of the
shareholders of the Company by the presence thereat (in person or by proxy) of
such shareholders as shall hold at least 25% of all Shares then outstanding;
provided, however,that, so long as TVB or Intelsat shall hold at least 25% of
the outstanding Shares, a quorum of shareholders for any meeting shall not be
constituted without the presence thereat (in person or by proxy) of such
Shareholder that holds at least 25% of all Shares then outstanding; provided
further, however, that if any meeting of shareholders is adjourned or cancelled
from failure to constitute a quorum due to the absence thereat of TVB or
Intelsat, then such meeting shall be rescheduled in accordance with the
Memorandum and Articles of Association to a date not less than five nor more
than fifteen days after the originally scheduled meeting, and at such
rescheduled meeting a quorum of shareholders shall be constituted by the
presence thereat of such shareholders as shall hold at least 25% of all Shares
then outstanding, whether or not Intelsat or TVB is present at such meeting.

(d)     To the extent permitted by applicable law, Shareholders and their
proxies may participate in any meeting of Shareholders by telephone, video
conferencing or other means by





|  |                                       
|- | --------------------------------------
|7 | SUBSCRIPTION
AND SHAREHOLDERSAGREEMENT



---



##### 



Asterisks ("**") indicate omitted
material.

which all participants may speak and hear each
other, and any Shareholder so participating shall be deemed to be present at
any such meeting for all purposes.

(e)     Notice of any meeting of Shareholders shall be properly given if
delivered at least 15 days prior to the scheduled meeting date to the address
or in the manner specified below in Section 12.2 or at such other address
specified by such Shareholder for notices from time to time pursuant to Section
12.2.

2.6.     Board of Directors.

(a)     The Board of Directors shall consist of seven (7) members, one of whom
(the Nominated Director) shall be nominated by a Nomination Committee
consisting of one member appointed by the Shareholder B and two members
appointed by the Shareholder A, so long as such Shareholder, together with its
Affiliates, owns at least 40% of the Shares. The election of the
director-designee nominated by the Nomination Committee shall be subject to
mutual agreement of each of TVB and Intelsat so long as such Shareholder,
together with its Affiliates, owns at least 40% of the Shares; provided,
however, that if Shareholder B fails to approve the Nomination Committees
director nominee, the Nomination Committee shall select another candidate for
Shareholder Bs consideration and approval. If Shareholder B fails to approve
such second director-nominee, the Nomination Committee shall, by majority vote
of members, select a third nominee who shall be appointed to serve as a
director of the Company. The election of the other members of the Board of
Directors shall be determined by the vote in person or by proxy of the
Shareholders, as hereinafter provided. The Nominated Director shall be elected
to the Board of Directors by the Shareholders, and each Shareholder agrees to
vote all Shares owned by it in favor of the election of the person so
nominated. Upon the death, resignation or incapacity of the Nominated Director,
his replacement shall be nominated by the Nomination Committee in accordance
with the procedures set forth above, and all of the Shareholders shall vote all
Shares owned by them in favor of the appointment of such nominee to the Board
of Directors in order to fill the vacancy created by such death, resignation or
incapacity. The Nominated Director may be removed from office upon motion by
Shareholder A, provided that the resulting vacancy on the Board of Directors
shall be filled by a nominee nominated by the Nomination Committee in
accordance with the procedures set forth above.

(b)     Upon subscription of the Shares as provided in Section 2.1(a), each
Shareholder shall have the right, with respect to each block of Shares
representing 16% of all Shares outstanding held by such Shareholder and its
Affiliates (each, a Shareholding Block), to elect one of the seven members of
the Companys Board of Directors. Accordingly, Intelsat and TVB shall each
have the right to elect three directors as of the Closing Date. At any time
after a Shareholding Block of a Shareholder and its Affiliates represents less
than 16% of all Shares outstanding, (A) the director elected by such
Shareholder on the basis of such Shareholding Block shall be deemed to have
resigned and shall be removed from the Board of Directors, and (B) if the other
Shareholder still holds at least 48% of the outstanding Shares it may elect a
director to fill the resulting vacancy. TVB shall be entitled to nominate one
of its directors as the Chairman of the Companys Board of Directors.

(c)     TVB acknowledges and agrees that each of its director nominees shall
qualify as residents of Hong Kong, as defined in the Pay TV License and Hong
Kong Broadcasting





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Asterisks ("**") indicate omitted
material.

Ordinance. Intelsats director nominees shall likewise be
Hong Kong residents to the extent required to ensure Galaxys compliance with
the residency requirements of the Pay TV License and Broadcasting Ordinance.

(d)     Upon the death, resignation or incapacity of any director, the
Shareholder who nominated such director pursuant to clause (b) or (c) of this
Section 2.6 shall be entitled to nominate his replacement to the Board of
Directors, and all of the Shareholders shall vote all Shares owned by them in
favor of the appointment of such nominee to the Board of Directors in order to
fill the vacancy created by such death, resignation or incapacity. Any
director shall be removed from office upon motion by the Shareholder that
nominated him as of right pursuant to clause (b) or (c) or this clause (d) of
this Section 2.6, and the vacancy on the Board of Directors so created by such
removal shall be filled by a nominee nominated by such Shareholder. No
director appointed by any Shareholder as of right pursuant to clause (b) or (c)
or this clause (d) of this Section 2.6 shall be removed from the Board of
Directors unless the nominating Shareholder consents to such removal or except
as otherwise provided in clause (b) above.

(e)     The persons nominated to the Board of Directors in accordance with the
preceding subsections (b), (c) and (d) shall be elected to the Board of
Directors by the Shareholders, and each Shareholder agrees to vote all Shares
owned by it in favor of the election of the persons so nominated.

(f)     Regular meetings of the Board of Directors shall be called by the
Chairman or Chief Executive Officer of the Company not less frequently than
quarterly each year. Special meetings of the Board of Directors may be called
by the Chairman, the Chief Executive Officer or any two members of the Board of
Directors. A quorum of directors shall be constituted for any meeting of the
Board of Directors by the presence thereat of a majority of directors;
provided, however,that, so long as any Shareholder has a right to nominate at
least two members of the Board of Directors pursuant to the foregoing
provisions of this Section 2.6, a quorum of members of the Board of Directors
shall require the presence of at least one director nominated by such
Shareholder; provided further, however, that if any meeting of the Board of
Directors is adjourned or cancelled from failure to constitute a quorum due to
the absence thereat of a director nominated by any Shareholder, as contemplated
by this clause, then such meeting shall be rescheduled in accordance with the
Memorandum and Articles of Association to a date not less than five nor more
than fifteen days after the originally scheduled meeting. If such rescheduled
meeting is further adjourned or cancelled based on the absence of a quorum due
to the absence thereat of a director nominated by any Shareholder, as
contemplated by this clause, then such meeting shall be rescheduled in
accordance with the Memorandum and Articles of Association to a date not less
than five nor more than fifteen days after the date of the rescheduled meeting,
and in this case, the Shareholders agree that the number of directors who are
present at such meeting shall constitute a quorum for all purposes. To the
extent permitted by applicable law, any Shareholder may designate by notice to
the Company and the other Shareholders an alternate person to serve or act
temporarily as a member of the Board of Directors in lieu of any director
nominated by such Shareholder.

(g)     To the extent permitted by applicable law, directors may participate
in any meeting of the Board of Directors by telephone, video conferencing or
other means by which all





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Asterisks ("**") indicate omitted
material.

participants may speak and hear each other, and any
director so participating shall be deemed to be present at any such meeting for
all purposes.

(h)  Notices of all meetings of the Board of Directors shall be properly
given if delivered to directors at least fourteen days prior to such scheduled
meeting date by post, courier, facsimile or other means reasonably calculated
to arrive at such directors place of business or address specified for such
notices. Any notice to any director nominated by any Shareholder shall be
properly given and deemed to have been served on such director if sent to such
Shareholder at the address specified below in Section 12.2 or at such other
address specified by such Shareholder for notices or to such address as such
director shall specify in writing to the Company from time to time.

(i)     The Shareholders shall have the same rights with respect to any
Subsidiary as apply in respect of the Company pursuant to the foregoing
provisions of this Section 2.6.

2.7.     Officers of the Company.

(a)     Subject to clause (c) below, the officers of the Company shall be
appointed from time to time by the majority vote of those present at any
meeting of the Board of Directors duly called and held at which a quorum is
present or by the unanimous written consent of the Board of Directors.

(b)     Each officer shall have the powers and shall fulfil the duties
assigned thereto by the Board of Directors and otherwise prescribed for such
office in the Articles of Association of the Company. Nothing in this Section
2.7 shall limit the right of the Board of Directors to determine or to amend
from time to time the duties of any officer or member of senior management of
the Company or any Subsidiary.

(c)     Effective from the Closing Date, and except as otherwise provided
herein,



| | (i)  |  | The Shareholder A shall have the right to
nominate, appoint, remove and re-nominate from time to time
individuals to occupy the offices of Chief Executive Officer
and Chief Financial Officer of the Company and its
Subsidiaries; provided, however,that the appointment of the
Chief Executive Officer shall be subject to the approval of
other Shareholder to the extent and in the manner provided
herein;
| | ---- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (ii) |  | The Shareholder B shall have the right to
nominate, appoint, remove and re-nominate from time to time
individuals to occupy the offices of Chief Operating Officer
and Chief Marketing Officer of the Company and its
Subsidiaries.                                                                                                                                                                             

Notwithstanding the foregoing, no Shareholder shall be entitled to nominate,
appoint, remove or re-nominate officers of the Company or a Subsidiary or have
the right to approve the Chief Executive Officer if such Shareholder (together
with its Affiliates) no longer owns 40% or more of the outstanding Shares.
Each Shareholder shall vote, or shall cause its nominees to the Board of
Directors to vote, in favor of the appointment of any such individuals so
nominated, removed





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Asterisks ("**") indicate omitted
material.

or re-nominated in accordance with the terms of this Section
2.7. If the Shareholder B fails to approve the Shareholder As nominee for the
Chief Executive Officer position, Shareholder A shall nominate another
candidate for Shareholder Bs consideration and approval. If Shareholder B
fails to approve such second Chief Executive Officer-nominee, Shareholder A
shall select a third nominee who shall be appointed to serve as the Chief
Executive Officer of the Company. Shareholder A may remove the Chief Executive
Officer from office, provided that his replacement shall be appointed in
accordance with procedures set forth in the preceding two sentences.

2.8.     Matters Requiring Shareholder Approval. Notwithstanding the
Memorandum and Articles of Association of the Company or the equivalent
governing documents with respect to any Subsidiary, and to the full extent
permitted by applicable law, TVB, Intelsat and the Company agree that, after
the date hereof and continuing until such time as such Shareholder and its
Affiliates together hold fewer than 40% of the outstanding Shares (or, in the
case of the transactions or matters described in clauses (i), (ii), (iii) or
(ix) below, 25% of the outstanding Shares), the transactions and matters listed
below shall require the consent, authorization or ratification of both Intelsat
and TVB:



| | (i)   |  | any material change in the scope, nature and/or
activities of the business of any Group Company;                                                                                                                                                                                                                                             
| | ----- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (ii)  |  | any merger or acquisition of, or combination
with, any Person by any Group Company or similar transaction;                                                                                                                                                                                                                                   
|
| | (iii) |  | any disposition of the substantial operating
assets, properties or rights of any Group Company, which, in
the case of any disposition exceeds a value or consideration
of US$10 million or equivalent in any other currency or
involves any asset of any Group Company that is material to
the conduct of its business or operations;        
|
| | (iv)  |  | the incurring of indebtedness or giving of any
guarantee, indemnity or security in respect of the obligations
of any other person by any Group Company of more than US$10
million or outside the ordinary course of business (provided
that Shareholder approval shall not be required in connection
with re-financing of the Teleport Loan);
|
| | (v)   |  | granting of any loan by any Group Company in
excess of US$1 million to any other person, either in one
transaction or by accumulation of several transactions;                                                                                                                                                                               
|
| | (vi)  |  | any material amendment of Memorandum and Articles
of Association (or equivalent constitutional document) of any
Group Company;                                                                                                                                                                                                               
|
| | (vii) |  | any action which would alter or change the
rights or privileges, obligations or liabilities or dilute
respective percentages of ownership of any shareholder of any
Group Company, except as may otherwise occur due to a
Shareholders failure to make a required capital contribution
under Section 2.3(b);                                





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Asterisks ("**") indicate omitted
material.



| | (viii)  |  | declaration of dividends or other distributions and the
adoption of, or any changes to, the dividend policy of any
Group Company;                                                                                                                                                                                                                            
| | ------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (ix)    |  | any transaction, agreement or arrangement between
any Group Company, on the one hand, and any Shareholder or any
Affiliate of any Shareholder, on the other hand (other than a
Shareholder loan contemplated by Section 2.3(c)), or any
material change thereto including any amendment to the
Channels Supply Agreement or the Satellite Capacity Agreement;
|
| | (x)     |  | entering into any swap, forward, futures or
option transaction that is speculative in nature (but not
including such transactions conducted in the normal and
prudent course of any Group Companys treasury operations,
consistent with such Group Companys practices and policies);                                                                       
|
| | (xi)    |  | the initiation or settlement of lawsuit,
arbitration or administrative proceeding involving any Group
Company to the extent the aggregate amount of all claims
therein exceeds US$1 million;                                                                                                                                                                 
|
| | (xii)   |  | any change of auditors of any Group Company
(currently KPMG);                                                                                                                                                                                                                                                                                                
|
| | (xiii)  |  | the approval of annual budgets and business plans of any
Group Company other than the 3-Year Business Plan;                                                                                                                                                                                                                                                  
|
| | (xiv)   |  | the winding up, liquidation, dissolution or
reorganization of any Group Company;                                                                                                                                                                                                                                                                             
|
| | (xv)    |  | entering into a contract or commitment by any
Group Company involving in the aggregate more than US$25
million (or the equivalent in any other currency) in
expenditure or commitment (in cash or other property) over the
term thereof;                                                                                                                     
|
| | (xvi)   |  | the formation of, or entry into, any subsidiary,
joint venture or other strategic investment by any Group
Company which would constitute a material change in scope,
nature and/or activities of any Group Company;                                                                                                                                          
|
| | (xvii)  |  | issuance of any equity security or convertible debt
instrument of any Group Company to any Person (other than TVB,
Intelsat or any Affiliate of either thereof); or                                                                                                                                                                                          
|
| | (xviii) |  | any public offering of Shares or the listing of the Shares;                                                                                                                                                                                                                                                                                                  

provided, however,that, for the avoidance of doubt, if any action or
transaction is contemplated by a Business Plan (including any budget, capital
contribution or call or financing) adopted by TVB and Intelsat, then no
additional approval is required by this Section. Notwithstanding clause (xi)
above, the initiation or settlement of a lawsuit, arbitration or administrative
proceeding involving either Channels Supply Agreement or the Satellite Capacity
Agreement, as applicable, shall not require the consent of the Shareholder who
is, or whose Affiliate is, a party to such agreement.





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Asterisks ("**") indicate omitted
material.

2.9.     Confidentiality Agreement.

(a)     At all times during the term of this Agreement, each Shareholder will
keep, and shall cause, its agents and representatives (collectively the
Representatives of such Shareholder) to keep, all Confidential Information
strictly confidential and will not, directly or indirectly, disclose, use or
exploit such information for any purpose other than the good faith management
of the business and affairs of the Group Companies. As used herein,
Confidential Information means any information, documents or data in any form
that may contain non-public information relating to any Group Company, any
Shareholder or any Affiliate of any Shareholder or the business affairs
thereof, including technical information, data, processes and methodologies,
trade secrets, market analyses, pricing information, customer lists, research,
software, general know-how, designs and commercial and other proprietary or
confidential information or data and any financial results or information;
provided, however, that Confidential Information does not include information
that is within the public domain (other than as a result of the actions of a
party hereto disclosing or seeking to disclose the same) or information that
was known by a party prior to the disclosure thereof by a Group Company, so
long as such party can provide reasonably satisfactory evidence of such prior
knowledge. The parties acknowledge that certain Confidential Information may be
contained in, or disclosed pursuant to, proposals, applications or other
materials from time to time relating to Pay TV License, the Satellite Up-link
License, the FTNS License, and the Company Business. The parties agree that
the Group Companies may make such disclosures to the extent the Group Company
reasonably determines such disclosure to be beneficial to the conduct or
objectives of the Company Business; provided, however, that the Group Company
shall, to the extent permitted and practicable, use its best endeavors to cause
such Confidential Information to treated confidentially.

(b)     Except for disclosure by a Shareholder to such Shareholders legal
counsel, accountants or financial or tax advisers who have a need to know such
information, no Shareholder will disclose or shall permit any of its
Representatives to disclose any Confidential Information to any Person or
entity without prior written consent of other Shareholders and the Company, and
any disclosure by a Shareholder of any Confidential Information to any legal
counsel, accountant or tax adviser will be made only after such persons have
been advised of the confidential nature of such information. Nothing in this
Agreement shall prevent any party from disclosing any Confidential Information
(i) to the extent required by law, rule or regulation (including without
limitation the regulations of and agreements with securities regulatory
authority or any stock exchange on which such the securities of such party or
its Affiliates may be listed), (ii) as necessary in connection with any
arbitration proceeding or legal action between the parties, or (iii) as
reasonably necessary to effect a sale of its interest in the Company in
accordance with the terms of this Agreement; provided, however, that, in the
case of any disclosure pursuant to clause (iii), the party seeking to disclose
such information shall inform the Company and the other Shareholders thereof
and shall obtain from the party to whom such disclosure is proposed to be made
a confidentiality agreement in form and substance reasonably prescribed by the
Board of Directors.

(c)     None of the Shareholders or the Company shall issue a press release or
other public announcement of the transactions or relationship contemplated
hereby or the investment by any party in the Company or the Company Business
without the consent of the other parties,





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Asterisks ("**") indicate omitted
material.

which consent shall not be
unreasonably withheld or delayed. Each party shall cooperate with respect to
the content of any such press release or public announcement and coordinate the
release or dissemination thereof with the other parties.

ARTICLE 3.     RESTRICTIONS ON TRANSFER

3.1.     General.

(a)     The Shareholders agree that during the term of this Agreement, no
Shareholder shall sell, exchange, assign, transfer, pledge, hypothecate or
otherwise encumber or permit to be encumbered, give or otherwise dispose of,
whether any such disposition shall be voluntary or involuntary or come about or
be effected by operation of law or pursuant to or in compliance with any
judgment, order, rule or regulation of any administrative body (any of said
acts being hereinafter referred to as disposed ofor as a disposition) any
of the Shares now or hereafter owned by such Shareholder, except in accordance
with the provisions of this Agreement, and the Company agrees that it will not
transfer or recognize any disposition of Shares except in compliance with this
Agreement. The Shareholders acknowledge that the Change of Control of a
Shareholder or of the Person that owns 50% or more of the outstanding voting
equity securities of such Shareholder shall constitute a disposition or
sale of the Shares for purposes of this Section 3.1 and Section 3.2 below and
the Shareholder so affected by the Change of Control shall promptly give
written notice to the other Shareholder.

(b)     Either TVB or Intelsat (a Transferor) may transfer any Shares owned
by it to any Affiliate of such Transferor; provided, however,that (i) upon and
after such transfer, the Transferor shall remain liable to cause the transferee
Affiliate to perform and observe all of the agreements of the Transferor under
this Agreement; (ii) the Transferor shall be deemed to have retained the right
to re-acquire the Shares so transferred to such transferee Affiliate without
consideration, which right shall be deemed automatically exercised upon any
divestiture by such Transferor of a controlling interest in such transferee
Affiliate; and (iii) such transferee Affiliate shall, at the time of such
transfer, furnish a written agreement to and for the benefit of each of the
parties to this Agreement pursuant to which such transferee acknowledges and
agrees to the provisions of this clause.

(c)     Subject
to the Right of First Refusal described in Section 3.2 below,
Intelsat may transfer up to 25% of the Shares initially issued to it on the
Closing Date to any Person without the prior consent of TVB.

(d)     During the period from the Closing Date until the fifth anniversary of
the Closing Date (Lock-in Period), neither Shareholder shall dispose of any
Shares without the prior written consent of the other Shareholder and such
disposal if consent is given by the other Shareholder is subject to the right
of first refusal as provided in Section 3.2 below, except as contemplated by
Section 3.1(b) above or as elsewhere expressly contemplated by this Agreement.





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Asterisks ("**") indicate omitted
material.

3.2.     Right of First Refusal.

(a)     Except as provided in clause (e) below, if, at any time following the
Lock-In Period, a Shareholder (Offeror) agrees upon or enters into a bona
fidearrangement with a third party (Third Party Purchaser) to sell to such
Third Party Purchaser all or a portion of the Companys Shares held by such
Offeror, then the Offeror shall first offer such Shares (Offered Shares) to
the other Shareholder if more than one, on a pro-rata basis (Offeree). Such
offer shall be made by written notice (Offer Notice) delivered to the Offeree
and specifying the number of Offered Shares, the offering price per share
offered to and agreed upon by the Third Party Purchaser and the Offeror and any
other terms and conditions of such offer that were agreed upon by the Third
Party Purchaser and the Offeror. If any part of the price contemplated to be
paid by the Third Party Purchaser to purchase the Offered Shares consists of
property or assets other than cash, then the Offer Notice shall also set forth
such Offerors good faith and reasonable estimate of the cash value of such
consideration and the manner by which such estimate was determined. If the
Offeree disputes the Offerors estimate, the Offeror shall obtain at its
expense an appraisal of the Offered Shares conducted by a mutually agreed upon
independent appraisal firm. If the Shareholders are unable to agree upon such
appraisal firm, then either Shareholder may request that the President of the
Hong Kong Society of Accountants specify or recommend an independent appraiser,
and any Person so specified or recommended shall thereupon become the
independent appraiser hereunder.

(b)     The Offeree shall have the right (Right of First Refusal) to accept
such offer and to purchase (itself or through an Affiliate) all, but not less
than all, of such Offered Shares at the price and upon the terms and conditions
set forth in such Offer Notice.

(c)     Within thirty (30) days of its receipt of the Offer Notice or, as
applicable, the determination of the appraised value in the case of non-cash
consideration or a Change of Control (Notice Period), the Offeree shall
respond to the Offeror by giving the Offeror written notice (Reply Notice)
specifying whether the Offeree intends or declines to exercise the Right of
First Refusal. If the Offeree specifies in its Reply Notice that it intends to
exercise the Right of First Refusal (Acceptance Notice), then a binding
agreement for the sale and purchase of the Offered Shares at the price and on
the terms and conditions set forth in the Offer Notice shall automatically be
deemed to exist between the Offeror and the Offeree, and such sale and purchase
shall be consummated no later than 30 calendar days after the delivery of such
Acceptance Notice (Completion Date).

(d)     If the Offeree has not timely delivered a Reply Notice to the Offeror
or if, because of the actions or inactions of the Offeree, the purchase and
sale has not occurred within the 30-day period contemplated by clause (c)
above, then the Offeree shall be deemed to have waived its Right of First
Refusal and the Offeror shall have the right to sell the Offered Shares to the
Third Party Purchaser upon the terms and conditions set forth in the Offer
Notice; providedthat such sale and purchase is consummated (i) within 15 days
following the last day of the Notice Period or, (ii) if a Completion Date has
been determined, within 15 days following such Completion Date.

(e)     Notwithstanding the foregoing, (i) the disposition of Shares by a
Shareholder to an Affiliate pursuant to Section 3.1(b) above shall not be
subject to the Right of First Refusal of





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Asterisks ("**") indicate omitted
material.

the other Shareholder hereunder, and (ii) no Shareholder shall be required to give a Right of First Refusal to any
other Shareholder that owns fewer than 25% of the outstanding Shares at the
time the Offer Notice would otherwise be given hereunder.

(f)     In connection with any such disposition of Shares pursuant to this
Section 3.2, the disposing Shareholder or such Affiliate shall deliver to the
other Shareholder a true and complete copy of all agreements relating to such
transaction in order to enable the other Shareholder to verify compliance with
this Section 3.2; provided, however,that, the other Shareholder will treat
such agreements and their contents as Confidential Information, as provided in
Section 2.9 above.

(g)     The Parties agree that the foregoing Right of First Refusal provisions
shall also apply in the case of any direct or indirect Change of Control of a
Shareholder (the Controlled Shareholder); provided that they shall not apply
to any Change of Control of the TVB Sponsor or the Intelsat Sponsor. In that
case, such proposed Change of Control shall be deemed an offer by the
Controlled Shareholder to sell its Shares of the Company to the Offeree for the
fair market value of such Shares; provided, however, that the purchase price
payable for the Shares by the Offeree shall be determined at the Controlled
Shareholders expense by a mutually agreed upon appraisal firm. If the
Shareholders are unable to agree upon such appraisal firm, then either
Shareholder may request that the President of the Hong Kong Society of
Accountants specify or recommend an independent appraiser, and any Person so
specified or recommended shall thereupon become the independent appraiser
hereunder.

3.3.     Tag Along.

(a)     Subject to Section 3.1(d), if either Shareholder or any Affiliate
thereof (the Selling Party) shall enter into any contract or transaction
involving the disposition of its Shares to a third party that is not an
Affiliate (Disposition), then the Selling Party shall give notice thereof
(Disposition Notice) to the other Shareholder (the Tag Along Party) at
least thirty (30) days prior to the consummation of such transaction. Such
Disposition Notice shall describe the Disposition in reasonable detail and
shall set forth a description of the price per Share at which the Shares owned
by the Selling Party are proposed to be disposed of pursuant thereto. If any
part of the price contemplated to be received by the Selling Party in respect
of the Shares held by it consists of property or assets other than cash, then
such notice shall also set forth the Selling Partys good faith and reasonable
estimate of the cash value of such consideration and the manner by which such
estimate was determined.

(b)     Upon the receipt of such Disposition Notice from the Selling Party,
the Tag Along Party shall have the right (Tag Along Right) to participate in
the Disposition by disposing of such number of its own Shares as provided
below, in the manner set forth below, and at the same price per Share and
otherwise on the same terms and conditions as set forth in the Disposition
Notice.

(c)     The number of Shares that the Tag Along Party shall be entitled to
include in the Disposition shall equal the product of (i) the total number of
Shares proposed to be disposed of in such transaction, times (ii) a fraction,
the numerator of which shall be the number of Shares





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##### 



Asterisks ("**") indicate omitted
material.

held by the Tag Along Party and the denominator of which shall be the total number of Shares held by
TVB (and its Affiliates) and Intelsat (and its Affiliates), in each case
rounded to the nearest whole number of Shares.

(d)     Within ten (10) days of its receipt of the Disposition Notice, the Tag
Along Party shall respond to the Selling Party by giving the Selling Party
written notice specifying whether the Tag Along Party intends or declines to
exercise the Tag Along Right. If the Tag Along Party specifies in such notice
that it intends to exercise the Tag Along Right (Tag Along Notice), then a
binding agreement for the sale and purchase of the Tag Along Partys Shares at
the price and on the terms and conditions set forth in the Disposition Notice
shall automatically be deemed to exist between the Selling Party and the Tag
Along Party, and such sale and purchase shall be consummated contemporaneously
with the consummation of the Disposition.

(e)     If the Tag Along Party has not delivered such notice to the Selling
Party, then the Tag Along Party shall be deemed to have waived its Tag Along
Right and the Selling Party shall have the right to consummate the Disposition
upon the terms and conditions set forth in the Disposition Notice.

(f)     Notwithstanding anything contained herein to the contrary, the Selling
Party shall, in addition to complying with the provisions of this Section 3.3,
comply with the provisions of Section 3.2 (it being understood that the Section
3.2 Offer Notice and the Section 3.3 Disposition Notice may be included in a
single notice), and each Selling Party, prior to transferring any Shares in
accordance with this Section 3.3, shall comply with the provisions of Section
3.2.

3.4.     Legends. Each certificate representing Shares shall have endorsed on
its face the following legend:



| |                                                                                                                                                                                                                                                                                                                                                                         
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | The shares represented by this certificate have not been
registered under the securities laws of any country.                                                                                                                                                                                                                                                         
|
| | The sale, transfer, pledge or other disposition of the shares
represented by this certificate is restricted by, and such shares
are subject to the provisions of, the Subscription and
Shareholders Agreement dated as of 20 February 2003, a copy of
which is on file at the office of the Company and the provisions
of which are incorporated herein by reference.

A copy of this Agreement shall be delivered to the Secretary of the Company
immediately after execution and delivery hereof by the parties hereto, and
shall be made available for inspection by the Shareholders at the registered
office of the Company. Each Shareholder agrees that, concurrently with the
execution and delivery of this Agreement, it shall deliver all certificates
representing Shares owned by it to the Secretary of the Company in order that
the legend set forth above may be imprinted thereon. The Company undertakes to
endorse on the certificates representing any Shares issued to the Shareholders
after the date hereof the legend set forth above.

3.5. Rights of Future Holders and Transferees. Automatically upon the
transfer of Shares or upon the occurrence of any other permitted transfer or
issuance of Shares hereunder, the purchaser or acquirer of such Shares shall
become a Shareholderwithin the meaning of





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##### 



Asterisks ("**") indicate omitted
material.

this Agreement, and shall become entitled to the rights and benefits, and subject to the terms, conditions and
restrictions set forth in this Agreement. Any such purchaser or acquirer of
Shares (including any Affiliate of any Shareholder that acquires any Shares)
and the transferor Shareholder thereof shall be required, as a condition
precedent to the effectuation of such transfer, to execute and deliver a
joinder agreement in such form as shall be prescribed by the Board of Directors
of the Company pursuant to which (i) such purchaser or acquirer agrees to
assume and to be bound by all of the obligations and terms of this Agreement,
and (ii) the transferor Shareholder agrees to remain liable for any actions or
events occurring prior to the date of transfer and to indemnify the Company for
any costs or taxes relating to such transfer.

3.6.     Articles. At such time as any restrictions on transfer in this
Agreement shall be modified or cease to be in effect, the Shareholders shall
procure that any equivalent restrictions in the Memorandum and Articles of
Association of the Company are deleted therefrom or modified accordingly.

ARTICLE 4.     ISSUE OF NEW SHARES

4.1.     Pre-emptive Rights. Subject to Section 2.3(b) above, any unissued
Shares in the capital of the Company from time to time shall, before they are
issued or offered to any Person, be offered to each Shareholder in proportion
to such Shareholders Applicable Portion (and such offer shall be at the same
price and on the same terms to each such holder). Such offer shall be made by
notice specifying the number of Shares offered, the Applicable Portion of the
relevant Shareholder, the price per share and limiting a period (not being less
than 30 days) within which the offer, if not accepted, will be deemed to be
declined and after the expiration of such period the Company shall offer the
Shares so declined to the Shareholders who have, within the said period,
accepted all the Shares offered to them in the same manner as the original
offer and limited by a period of not less than 14 days. If any Shares
comprised in such further offer are declined, or deemed to be declined such
further offer shall be withdrawn in respect of such Shares. At the expiration
of the time limited by the notice(s) the Company shall allot the Shares so
offered to or amongst the Shareholders who have notified their willingness to
take all or any of such Shares in accordance with the terms of the offer. None
of the Shareholders shall be obliged to take more than the maximum number of
Shares it has indicated its willingness to take.

ARTICLE 5.     REPRESENTATIONS, WARRANTIES AND OTHER AGREEMENTS

5.1.     Intelsats Representations and Warranties. Intelsat hereby
represents and warrants for the benefit of the Company and TVB as follows:

(a)     Intelsat is a corporation duly organized, validly existing and in good
standing under the laws of the jurisdiction of its incorporation. It has all
necessary power and authority to own all of its properties and assets and to
carry on its businesses as now conducted. The execution, delivery and
performance of this Agreement, and the consummation of the transactions
contemplated hereby, have been duly and validly authorized by the Board of
Directors of Intelsat and all other necessary action on the part of Intelsat
(and to the extent necessary, its Affiliates).





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Asterisks ("**") indicate omitted
material.

(b)     The execution, delivery and performance by Intelsat of this Agreement
and the other Transaction Documents to which it is a party do not and will not
(a) conflict with or result in any breach of, constitute a default (with or
without notice, lapse of time, or both) under, result in a violation of, or
give any third party any right to accelerate any obligation under any contract
to which Intelsat or any Affiliate thereof is a party or by which any of its
assets are bound, or (b) violate any provisions of any order, arbitration,
award, law or regulation to which it or any Affiliate thereof is subject, or
(c) conflict or result in any violation of its Certificate of Incorporation or
Bylaws.

(c)     The execution, delivery and performance by Intelsat of this Agreement
and the other Transaction Documents to which it is a party do not and will not
violate any provisions of any contract, court order, arbitration, award, law or
regulation, to which it is subject.

(d)     No filing, registration, qualification, notice, consent, approval or
authorization to, with or from any Person (excluding Governmental Authorities)
is necessary in connection with the execution and delivery by Intelsat of this
Agreement or the other Transaction Documents to which it is a party, or the
consummation by Intelsat of the transactions contemplated hereby, and no
consent, approval or authorization of or designation, declaration or filing
with any Governmental Authority on the part of Intelsat is required in
connection with the valid execution and delivery of this Agreement, or the
consummation of the transactions contemplated hereby;

(e)     This Agreement and the other Transaction Documents to which Intelsat
is a party have been duly executed and delivered by it and constitute the valid
and legally binding agreements of Intelsat, enforceable against it in
accordance with their terms.

5.2.     TVBs Representations and Warranties. TVB hereby represents and
warrants for the benefit of Intelsat, subject to the Disclosure Schedule, as
set forth in Annex 2 attached hereto, which is incorporated by this reference
into this Agreement with the same effect as if set fort in its entirety herein.

5.3.     The Companys Representations and Warranties. The Company hereby
represents and warrants the following:

(a)     the Company is a corporation duly organized, validly existing and in
good standing under the laws of Hong Kong and has all necessary power and
authority to own all of its properties and assets and to carry on its
businesses as now conducted;

(b)     The execution, delivery and performance of by the Company of this
Agreement and the other Transaction Documents to which it is a party do not and
will not (a) conflict with or result in any breach of, (b) constitute a default
(with or without notice, lapse of time, or both) under, (c) result in a
violation of, or (d) give any third party any right to accelerate any
obligation under any contract to which the Company is a party or by which any
of its assets are bound or violate any provisions of any order, arbitration,
award, law or regulation to which it is subject (including without limitation
any securities laws) or conflict or result in any violation of its Articles of
Association or Bylaws;

(c)     no filing, registration, qualification, notice, consent, approval or
authorization to, with or from any Person (excluding Governmental Authorities)
is necessary in connection with





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##### 



Asterisks ("**") indicate omitted
material.

the execution and delivery by the Company of this Agreement or the other Transaction Documents to which it is a party, or
the consummation by the Company of the transactions contemplated hereby, and no
consent, approval or authorization of or designation, declaration or filing
with any Governmental Authority on the part of the Company is required in
connection with the valid execution and delivery of this Agreement, or the
offer, sale or issuance of the Shares, or the consummation of any other
transaction contemplated hereby;

(d)     this Agreement and the other Transaction Documents to which the
Company is a party have been duly executed and delivered by it and constitute
the valid and legally binding agreements of the Company, enforceable against it
in accordance with the terms;

(e)     the Company has an authorized capital of HK$1,250,000,000 consisting
of 1,250,000,000 ordinary shares, par value HK$1.00 per share, none of which
has been issued at the date hereof;

(f)     the Company has all requisite corporate power and authority to
execute, deliver and perform this Agreement, and each other document or
instrument executed by it in connection herewith, and to consummate the
transactions contemplated hereby. The execution, delivery and performance of
this Agreement and the issuance of the Subscription Shares, and the
consummation of the transactions contemplated hereby, have been duly and
validly authorized by all necessary action on the part of the Company;

(g)     all authorizations, approvals and consents necessary to enable the
Subscription Shares to be allotted and issued by the Company to the
Shareholders and/or their nominee(s) have been obtained;

(h)  upon the issuance of the Subscription Shares to Intelsat and TVB, each
of the Subscription Shares shall be duly and validly issued and allotted in
accordance with the laws of Hong Kong, fully-paid and non-assessable, rank pari
passu in all respects, and Intelsat and TVB shall own 51% and 49% of the issued
Shares, respectively;

(i)     the Subscription Shares will on allotment and issue be free from all
Liens;

(j)     there is no agreement in effect (other than this Agreement) which
grants to any Person the right to call for the allotment, issue or transfer of
any of the Shares or other securities of the Company, or which restricts the
allotment, issuance or transfer of Shares or other securities;

(k)     The Company has not filed any voluntary petition in bankruptcy or been
adjudicated a bankrupt or insolvent, filed any petition or answer seeking any
reorganization, liquidation, dissolution or similar relief under any
bankruptcy, insolvency, or other debtor relief law, or sought or consented to
or acquiesced in the appointment of any trustee, receiver, conservator or
liquidator of all or any substantial part of its properties. No court of
competent jurisdiction has entered an order, judgment or decree approving a
petition filed against the Company seeking any reorganization, arrangement,
composition, readjustment, liquidation, dissolution or similar relief under any
bankruptcy or insolvency law, or other debtor relief law, and no other
liquidator has been appointed of the Company or of all or any substantial part
of its properties.





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Asterisks ("**") indicate omitted
material.

(l)     the Company shall provide each director with access to all materials,
financial or otherwise, provided to other members of the Board of Directors
generally.

5.4.     Indemnification by TVB.

(a)     TVB shall be liable for, indemnify Galaxy, the Company, Intelsat and
its Affiliates for, hold Galaxy, the Company, Intelsat and its Affiliates
harmless from, and reimburse Galaxy, the Company, Intelsat and its Affiliates
for, any and all Intelsat Damages (as defined in Section 5.4(b)) in the manner
and to the extent set forth below in this Article.

(b)     The term Intelsat Damagesshall mean all losses, costs, expenses
(including reasonable attorneys fees and expenses), fees, liabilities and
damages sustained by Intelsat, any Affiliate of Intelsat, the Company or
Galaxy:



| | (i)   |  | arising from any misrepresentation or breach of
warranty by TVB contained in or made pursuant to this
Agreement (including Annex 2 hereto) or any other Transaction
Document or in any certificate or agreement delivered to
Intelsat pursuant to or in connection with this Agreement or
any other Transaction Document;                                                                                                                                                                                                                                                                                                                                                            
| | ----- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (ii)  |  | resulting from a default in the performance of
any of the agreements or obligations of TVB in this Agreement
or in any other Transaction Document; or                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|
| | (iii) |  | arising from or in connection with any claim by
AAP or other Person in connection with the AAP Agreements or
any liabilities and costs incurred in the performance or
termination of the AAP Agreements, including without
limitation Claim No. HQ02X02137, filed in the Supreme Court of
England & Wales; provided, however that TVB shall not be
obligated to indemnify any party against any liabilities or
costs incurred and paid in full by Galaxy prior to the Closing
Date or in respect of any satellite network monitoring and
control services required to be provided by Galaxy to AAP free
of charge or below market price as part of any settlement
agreement with AAP.

Notwithstanding anything to the contrary provided herein, TVB shall not be
required to pay any Intelsat Damages of the kind defined in Section 5.4(b)(i)
(misrepresentation or breach of warranty) unless the claim for such Intelsat
Damages is made by Intelsat and received by TVB in accordance with the
provisions hereof prior to the third anniversary of the date of this Agreement.

5.5.     Indemnification by Intelsat.

(a)     Intelsat shall be liable for, indemnify Galaxy, the Company, TVB and
its Affiliates for, hold Galaxy, the Company, TVB and its Affiliates harmless
from, and reimburse Galaxy, the Company, TVB and its Affiliates for, any and
all TVB Damages (as defined in Section 5.5(b)) in the manner and to the extent
set forth below in this Article.





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##### 



Asterisks ("**") indicate omitted
material.

(b)     The term TVB Damagesshall mean all losses, costs, expenses
(including reasonable attorneys fees and expenses), fees, liabilities and
damages sustained by TVB, any Affiliate of TVB, the Company or Galaxy:



| | (i)  |  | arising from any misrepresentation or breach of
warranty by Intelsat contained in or made pursuant to this
Agreement or any other Transaction Document or in any
certificate or agreement delivered to TVB pursuant to or in
connection with this Agreement or any other Transaction
Document; or
| | ---- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (ii) |  | resulting from a default in the performance of
any of the agreement or obligations or Intelsat in this
Agreement or in any other Transaction Document.                                                                                                                                           

Notwithstanding anything to the contrary provided herein, Intelsat shall not be
required to pay any TVB Damages of the kind defined in Section 5.5(b)(i)
(misrepresentations or breach of warranty) unless the claim for such TVBs
Damages is made by TVB and received by Intelsat in accordance with the
provisions hereof prior to the third anniversary of the date of this Agreement.

5.6.     Legal Proceedings; Recovery; Notice.

(a)     If any legal proceeding shall be instituted or any claim or demand
made, against an indemnified party by a third party in respect of which an
indemnifying party may be liable hereunder, the indemnified party shall give
prompt written notice thereof to the indemnifying party; provided, however,
that no delay in the giving of any such notice shall impair the right of an
indemnified party to seek or to recover Intelsats Damages or TVBs Damages
hereunder, except to the extent the indemnifying party was prejudiced by such
delay. The indemnifying party, at its expense, may participate in and, with the
consent of the indemnified party, direct any such legal proceeding and the
negotiation and settlement of any such claim or demand; provided, however,
that, with respect to any third party claim for money damages only, the
indemnifying party may settle such claim without the consent of the indemnified
party so long as the indemnifying party undertakes to pay the entire amount of
such settlement in accordance with the terms thereof. The indemnified party
shall have the absolute right, in its sole discretion and without the consent
of the indemnifying party, to settle any such legal proceedings, claim or
demand; provided, however, that if the indemnified party shall so settle
without the consent of the indemnifying party, the indemnifying party shall be
discharged from any liability hereunder with respect to the proceeding, claim
or demand so settled.

(b)     TVB and Intelsat shall consult and use their reasonable efforts to
cooperate in resolving questions regarding Intelsat Damages or TVB Damages. If
either TVB or Intelsat shall believe that it has a claim under this Article,
each party shall give notice of such claim to the other party, specifying in
reasonable detail the nature of the Intelsat Damages or the TVB Damages for
which payment is claimed and the amount payable in respect thereof.

5.7.     Interest, Claims and Limitations on Claims For Damages. Interest
shall accrue on the unpaid amount of any Intelsat Damages or TVB Damages
payable by the Parties, as





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Asterisks ("**") indicate omitted
material.

applicable, from and including the 30th day
following the date on which the indemnified party gives notice of its claim
therefor pursuant to Section 5.6(a) and such interest shall continue to accrue
to but excluding the date it is paid at the rate per annum equal to prime
lending rate (or equivalent) announced at the time of such loan by Citibank
N.A., plus a margin of 1.5% (calculated on the basis of the actual number of
days elapsed and a year of 360 days and compounded annually).

ARTICLE 6.     AGREEMENTS RELATING TO BUSINESS PLANS AND CAPITAL

6.1.     Business Plans and Capital.

(a)     The Parties have jointly prepared and agreed upon a three-year budget
and business plan covering the period of the first three years of Galaxys Pay
TV Business and Teleport Business operations following the Closing Date (the
3-Year Business Plan"), including a plan for the design, procurement and
construction of the Network and the Stations, a budget for such period,
projected sources and uses of cash for such period (including the nature,
amount and timing of any capital contributions or financing required for such
period). Intelsat and TVB shall cooperate with each other and with the Company
to ensure that Galaxys Pay TV Business and Teleport Business are conducted in
accordance with the 3-Year Business Plan during such period, as may be modified
from time to time by written agreement of the Shareholders.

(b)     Prior to the commencement of each fiscal year of Galaxy, the
management team shall submit to the Companys Board of Directors for its review
and approval a detailed business plan covering the next fiscal year (each, an
Annual Business Plan"). The plan for fiscal year 2003 shall be submitted
within 90 days after the Closing Date. Each Annual Business Plan shall include
a budget for the period covered thereby, the projected sources and uses of cash
for such period (including the nature, amount and timing of any capital
contributions or financing required for such period), a strategic analysis of
the Company Business and such other matters as the Shareholders or the Board of
Directors shall specify. If the Board of Directors approves any Annual
Business Plan, then the Company shall endeavor to conduct the Company Business
in accordance therewith for the period covered thereby.

(c)     TVB and Intelsat shall use reasonable, good faith, efforts to agree
upon an annual operating budget for the Group Companies, and each agrees that
any objections it may raise or positions it may take with respect to particular
budget items must be based on valid business reasons and may not be arbitrary
and capricious. If TVB and Intelsat are unable to agree on an annual budget
for any Group Company: (a) with respect to any given fiscal year during the
three-year period following the Closing, such Group Company shall be operated
in accordance with the budget that corresponds to the applicable period in the
3-Year Business Plan; (b) with respect to any year after the three-year period
following the Closing, such Group Company shall operate in accordance with a
budget based upon 110% of the historical costs and expenditures actually
incurred during the prior 12-month period; and (c) in the event that after the
initial three-year period TVB and Intelsat are unable to agree on an annual
budget for any Group Company consecutively for three years (a Budget
Disagreement), then either Shareholder may initiate the deadlock resolution
procedures set forth in Article 10 below.





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##### 



Asterisks ("**") indicate omitted
material.

ARTICLE 7.     LISTING

7.1.     Listing Undertaking.

(a)     The Company shall use its reasonable best endeavours to seek a listing
(Public Listing) of its ordinary shares on The Stock Exchange of Hong Kong
Limited and/or any other international stock exchange of equal or better
standing as soon as the Board of Directors determines that market circumstances
and the Companys commercial operations and financial requirements make such a
listing desirable and likely to be successful.

(b)     In connection with a Public Listing, the Company may issue new Shares
and the Shareholders may cause the Shares held by them to participate in the
Public Listing, in each case, on such terms and in such amounts as the
Shareholders shall agree at the time of the Public Listing. The Parties agree
that the issuance of new Shares pursuant to any such Public Listing shall not
be subject to the Parties pre-emptive rights set forth in Section 4.1 above.

ARTICLE 8.     OTHER AGREEMENTS OF THE COMPANY AND THE SHAREHOLDERS

8.1.     Agreements of the Company.

The Company hereby agrees as follows:

(a)     On the Closing Date, it shall record the issuance and ownership of the
Shares in the name of the Shareholders in the share register of the Company,
which share register shall thereupon reflect TVB and Intelsat as holders of 49%
and 51% of the issued Shares, respectively.

(b)     It will not register any transfer of Shares owned by any Shareholder
without requiring reasonably satisfactory proof of the compliance of such
transfer with the terms and restrictions in this Agreement, and any such
evidence shall be reasonably satisfactory to all of the Shareholders.

(c)     It will keep on file at its registered office a copy of this
Agreement, which will be made available to any Shareholder for inspection upon
request.

(d)     The Company shall not issue any Shares in bearer form.

(e)     The fiscal year of the Company shall end on December 31 of each year,
and the financial accounts of the Company shall be kept in accordance with Hong
Kong generally accepted accounting principles as in effect from time to time,
and will be audited annually.

(f)     The Company shall procure Galaxy to assume the Teleport Loan and repay
the amount outstanding thereunder according to the following schedule and as
set forth in that certain Promissory Note executed by Galaxy of even date
herewith:





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Asterisks ("**") indicate omitted
material.

|                                |  |                               |  | 
|------------------------------- |  | ----------------------------- |  | 
|Date
of Repayment               |  | Principal and
Interest Amount
|                                |  |                              
|4th Anniversary of Closing Date |  | HK$70 million                
|5th Anniversary of Closing Date |  | HK$94.202 million            

provided, however, that, if a Public Listing is completed prior to the
repayment of the Teleport Loan, then the Teleport Loan shall be repaid by the
Company (or the entity that is listed as a result of such Public Listing) at
the date the proceeds of such Public Listing are received. Commencing as of
the Closing Date, interest shall accrue on the outstanding principal amount of
the Teleport Loan at a rate per annum of 8.0% compounded annually (which
interest is reflected in the above table). Interest shall accrue on the basis
of the actual number of days elapsed in a 360-day year. Galaxy may prepay the
principal of the Teleport Loan, together with all interest accrued thereon
through the date of repayment, at any time without premium or penalty.

8.2.     Management Reports; Access and Information.

(a)     Not less frequently than once each fiscal quarter of the Company,
senior management of the Company shall present to the Shareholders regular
reports on the management and results of the Company Business, including any
design, installation or construction of the network, and any marketing, sales
and financial results.

(b)     Subject to Section 2.9 above, the Shareholders shall cause the Company
to take all necessary action to allow each Shareholder the right to reasonable
access during normal business hours to the senior management, properties, books
and records of the Company and any Subsidiary for purposes of enabling such
Shareholder to prepare its tax returns or financial information or for any
other legitimate purpose.

(c)     Subject to Section 2.9 above, the Company shall furnish to the
Shareholders the following financial statements:



| | (i)  |  | within 90 days after the end of each fiscal year
of the Company, an audited balance sheet of the Company and
its Subsidiaries as of the end of such fiscal year and the
related audited statements of income, stockholders equity and
cash flows for the fiscal year then ended, prepared in
accordance with US GAAP and Hong Kong SSAP and certified by
the Companys independent public accountants; and                                                                                                                                               
| | ---- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (ii) |  | within 30 days after the end of each fiscal month
of the Company, an unaudited balance sheet of the Company and
its Subsidiaries as of the end of such fiscal month and the
related unaudited statements of income, stockholders equity
and cash flows for the fiscal month then ended, prepared in
accordance with US GAAP and Hong Kong SSAP, except for the
absence of notes thereto and subject to normal recurring year
end adjustments which will not be material in nature or
amount, and certified by the chief financial officer of the
Company.





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##### 



Asterisks ("**") indicate omitted
material.

(d)     Subject to Section 2.9 above the Shareholders shall cause the Company
and any of the Subsidiaries to prepare and deliver to, any Shareholder such
other financial information or other information concerning the business of the
Company and any Subsidiary as such Shareholder may reasonably request.

(e)     Subject to Section 2.9 above, the Shareholders shall cause the Company
and any Subsidiary to furnish as promptly as practicable to any Shareholder,
upon request, such information and assistance as is reasonably necessary for
the preparation or filing of such Shareholders tax returns, the making of any
election related to taxes, the preparation for any audit by any tax authority,
and the prosecution or defense of any claim, suit or proceeding relating to any
tax return.

8.3.     PRC Business. The Shareholders shall use all reasonable efforts to pursue
the PRC Business as soon as the PRC regulatory regime and commercial
circumstances permit. In the event that the Company, its Subsidiary or
investment vehicle obtains permission to provide pay television services in
Guangdong Province or applicable law permits the Company or a Subsidiary to
apply to provide such services: (i) the Shareholders shall use all reasonable
efforts to work together in good faith to prepare the PRC Business Plan for
consideration by the senior management of each Shareholder; and (ii) TVB (or
any of its Affiliates) shall license the News Channel, Entertainment Channel,
Children/Family Channel, TVB8 Channel and Xing He Channel supplied under the
Channels Supply Agreement to such Subsidiary for distribution in Guangdong
Province on terms and conditions to be agreed between such Subsidiary and TVB,
provided that such terms and conditions shall be consistent with the parameters
set forth in Annex 5 hereto. If TVB (or any of its Affiliates) licenses the
News Channel, Entertainment Channel, or Children/Family (or substantially all
of the programming contained therein as a package) to any broadcaster, cable
TV system or other service provider (including an ISP) for broadcasting or
distribution in the PRC during the term of the Channels Supply Agreement, the
Company shall share 15% of the Net Revenues received by TVB from such other
distributor(s) (or advertisers) during the term of the Channels Supply
Agreement.

8.4.     Non-Competition.

(a)     The Company or its Subsidiary shall be the Shareholders and their
respective Affiliates preferred vehicle to conduct and hold all of their pay
television activities and businesses in Hong Kong (Exclusive Territory).
During the 10-year period following the Closing Date, the Company or a
Subsidiary thereof shall be the Shareholders preferred investment or joint
venture partner for providing satellite-delivered pay television services in
Guangdong Province. Upon the Companys or its Subsidiarys receipt of (i)
approval from the relevant regulatory authority to provide pay television
services in Guangdong Province; and (ii) a license from TVB for distribution of
the News Channel, Entertainment Channel, Children/Family Channel, TVB8 Channel
and Xing He Channel under the Channels Supply Agreement in Guangdong Province,
the Exclusive Territory shall be expanded to include Guangdong Province,
provided that any then-existing licensing arrangements of TVB (or any of its
Affiliates) related to distribution of programming in Guangdong Province shall
not be restricted or affected by this clause. The Parties acknowledge that the
preceding clauses do not prohibit any equity investment arrangement or activity
by Intelsat or TVB (or any of their respective Affiliates) in a pay television
service business in Guangdong Province whether





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##### 



Asterisks ("**") indicate omitted
material.

currently existing or hereafter effected, provided that such entity shall use all reasonable efforts to permit
Galaxy or its Subsidiary to co-invest in such venture.

(b)     Subject to Section 8.4(c) below:



| | (i)  |  | Intelsat agrees that, so long as it and its
Affiliates together hold 25% or more of the Shares or
otherwise so long as the Satellite Capacity Agreement remains
in effect (Intelsat Restricted Period), neither Intelsat nor
any of its Affiliates shall, directly or indirectly, engage
in, or have any ownership interest in any Person that is
engaged in, the Pay TV Business or in any business activity
that competes with the Pay TV Business, including any
fee-for-service television provider or network or ISP service,
whether based on satellite, fiber, cable or over-the-air
transmission, in the Exclusive Territory (such Pay TV Business
or competitive business activity in the Exclusive Territory
hereinafter being referred to as a Restricted Business); and
| | ---- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (ii) |  | TVB agrees that, so long as it and its Affiliates
together hold 25% or more of the Shares or otherwise so long
as the Channels Supply Agreement remains in effect (TVB
Restricted Period), neither TVB nor any of its Affiliates
shall, directly or indirectly, engage in, or have any
ownership interest in any Person that is engaged in, a
Restricted Business.                                                                                                                                                                                                                                                                                                                                                                                                                   

(c)     Notwithstanding provisions in Section 8.4(b) above:



| | (i)  |  | nothing herein shall affect or restrict TVBs or
its Affiliates existing or future terrestrial free-to-air
television broadcast operations licensed by the Hong Kong
Government or the ability of Intelsat or its Affiliates to
provide satellite capacity to any customer in which Intelsat
doses not take or hold an equity interest; or                                                                                                                                                                                                                                                                                                       
| | ---- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (ii) |  | either Shareholder or any Affiliate thereof may
acquire an ownership interest in a Person engaged in the
Restricted Business during the Intelsat Restricted Period or
TVB Restricted Period, as applicable, if such ownership arises
as a result of the acquisition of a business entity that
conducts such Restricted Business prior to the time of such
acquisition, and such Restricted Business of the acquired
entity did not, for the fiscal year of the acquired business
entity preceding such acquisition represent more than 10% of
the aggregate revenues of such entity during the fiscal year
preceding the date of such acquisition.

(d)     The parties agree that the provisions of this Section are a material
part of this Agreement and the transactions contemplated hereby. Each
Shareholder agrees and acknowledges that (i) any breach of the provisions of
this Section will cause immediate, irreparable and continuing harm to the
Company and the other Shareholder and that such harm is not compensable by
money damages, (ii) in the event of any such breach, the Company and the other
Shareholders shall be entitled to immediate and permanent injunctive or other
equitable





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##### 



Asterisks ("**") indicate omitted
material.

relief from any court of competent jurisdiction restraining such
breach and any further violation of this Section, and (iii) such injunctive
relief shall be cumulative and in addition to any other right or remedy to
which the Company or the Shareholders may be entitled.

(e)     While the restrictions set forth in this Section are considered by the
parties to be reasonable in all circumstances, it is recognized that
restrictions of the nature specified above may fail for reasons unforeseen,
and, accordingly, it is hereby agreed and declared that if any of such
restrictions shall be adjudged to be void as going beyond what is reasonable in
all circumstances for the protection of the Company or any Shareholder or for
any other reason, but would be valid if part of the wording thereof were
deleted or the periods thereof reduced or the range of activities or area dealt
with thereby reduced in scope, then such restrictions shall apply with such
modifications as may be necessary to make them valid, effective and
enforceable.

ARTICLE 9.     TERM, EXPIRATION AND TERMINATION OF THE AGREEMENT

9.1.     Term; Expiration. This Agreement shall become effective, legally
binding and enforceable upon the execution and delivery hereof by all of the
Parties hereto, and shall expire on the latest date permitted by applicable
law, unless sooner terminated as provided herein.

9.2.     Termination of the Agreement.

(a)     This Agreement shall terminate and be of no further force and effect
upon the occurrence of any of the following events:



| | (i)   |  | upon the mutual agreement of the Shareholders;                                                                                                                                                                                                                                                                                                  
| | ----- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (ii)  |  | upon the dissolution, liquidation, or winding up
of the Company;                                                                                                                                                                                                                                                                                
|
| | (iii) |  | at such time as one Shareholder, together with
its Affiliates, owns 90% or more of the Shares or owns less
than 16% of the Shares; or                                                                                                                                                                                                           
|
| | (iv)  |  | by either Shareholder in the event of a Public
Listing of the Companys Shares, provided that the rights and
obligations of the Shareholders in Section 2.6 (Board of
Directors) shall survive the expiration or any termination of
this Agreement for a period of five (5) years or such shorter
period as TVB and Intelsat may mutually agree.

(b)     Termination under this Article shall not relieve any Shareholder of
any obligation or liability accrued hereunder prior to such termination or
which arises by reason of such termination.

(c)     The obligations of the Shareholders in Section 2.9 (Confidentiality),
Section 8.2 (Management Reports; Access and Information), Article 11
(Arbitration and Jurisdiction), and Article 12 (Miscellaneous) hereof shall
survive the expiration or any termination of this Agreement.





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##### 



Asterisks ("**") indicate omitted
material.

ARTICLE 10.     DEADLOCK

10.1. Deadlock.

(a)     If TVB and Intelsat are unable to mutually agree upon any transaction
or matter listed in Section 2.8 above or if there is a Budget Disagreement as
described in Article 6, then such matter shall be considered a disputed
matter which the Shareholders shall attempt to resolve in the manner
hereinafter set forth in this Article 10.

(b)     Within 10 days of the delivery by either Shareholder to the other of
notice to do so, Intelsat shall designate a senior executive officer of the
Intelsat Sponsor or an Affiliate, and TVB shall designate a member of the board
of directors or a senior executive officer of the TVB Sponsor to convene a
meeting to discuss and attempt to resolve the disputed matter in good faith,
and such meeting shall occur within 10 days following such designation.

(c)     If the disputed matter is not resolved as a result of such meeting,
each Shareholder shall, within 10 days of the conclusion of such meeting,
circulate to the other party a memorandum or other form of statement setting
out its position on the disputed matter and reasons for adopting such position.
Each memorandum or statement shall be distributed by the Shareholders to the
person nominated by it pursuant to clause (b) above and shall direct such
person to review and consider such memorandum or statement and to continue to
discuss the disputed matter with the nominee of the other Shareholder and
otherwise use his or her best endeavors to attempt to resolve the disputed
matter.

(d)     If the disputed matter relates to a Budget Disagreement as described
in Article 6, which disagreement is not resolved by the written agreement of
the Shareholders within 30 days after the delivery of the notice described in
clause (b) above (such 30th day is herein called the Resolution Deadline),
then the procedures set forth in Annex 6 shall apply.

ARTICLE 11.     ARBITRATION AND JURISDICTION

11.1.     Dispute Resolution.

(a)     Any claim, dispute, difference or controversy arising under or with
respect to this Agreement (including any relating to the interpretation or
validity of this Agreement, but excluding any dispute required to be resolved
pursuant to Article 10, but not excluding any dispute involving the
interpretation of enforcement of Article 10) shall be resolved by arbitration
before a single arbitrator under the Rules of Conciliation and Arbitration of
the International Chamber of Commerce. All arbitration proceedings shall be
conducted in the English language and shall take place in Singapore. The
determination of the arbitrator shall be final and may be enforced in any court
of competent jurisdiction. The arbitrator shall be empowered to issue a decree
of specific performance pursuant to Section 11.2.

(b)     Each Shareholder hereby (i) irrevocably agrees that any suit, action
or proceeding relating to the enforcement of any award that may be rendered
pursuant to arbitration hereunder may be instituted in, and submits itself and
its property to the non-exclusive jurisdiction of, the courts of Hong Kong, and
(ii) unconditionally and irrevocably waives and agrees not to assert,





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##### 



Asterisks ("**") indicate omitted
material.

by way of motion, as a defense, or otherwise, any claim to the effect that (A) it is not
personally subject to the jurisdiction of the courts of Hong Kong, (B) such
courts constitute an inconvenient forum, or (C) the venue of any suit, claim or
proceeding is improper. The jurisdiction of the Hong Kong courts specified
above is non-exclusive, and nothing herein shall affect the right of any party
to bring any suit, action or proceeding in any court of competent jurisdiction.

(c)     All costs and expenses (including reasonable attorneys fees and
expenses) incurred by the prevailing party in connection with any claim
asserted in any arbitration proceeding commenced pursuant to this Section shall
be borne by the party against whom the award is made.

11.2.     Specific Performance The parties hereby acknowledge that it is
impossible to measure in money the damages that will accrue to any party hereto
by reason of a failure of any other party hereto to perform any of its
obligations provided for in this Agreement. The parties hereto will be
irreparably damaged in the event that this Agreement is not specifically
enforced, and in any suit, action or proceeding commenced pursuant to this
Agreement an aggrieved party shall be entitled to a decree of specific
performance to enforce the terms hereof. Such remedy, however, shall be
cumulative and not exclusive and shall be in addition to any other remedy that
any party shall have hereunder.

ARTICLE 12.     MISCELLANEOUS

12.1.     Assignment, Etc. This Agreement (a) may not be assigned by any of
the Parties (other than an assignment by a Shareholder to an Affiliate of such
Shareholder in connection with a transfer of Shares to such Affiliate under
Section 3.1(b)) without the prior written consent of all other parties hereto,
(b) shall be binding upon and shall inure to the benefit of the successors and
permitted assigns of each of the parties, and (c) shall be binding upon any
transferee who has received any Shares in accordance with the provisions of
this Agreement. Any purported assignment of this Agreement or transfer or
purported transfer of Shares owned by the Shareholders in violation of the
provisions of this Agreement shall be null and void and of no force or effect.

12.2.     Notices. All notices, consents, requests and other communications
provided for in, or effected under, this Agreement shall be in writing and
shall be delivered and effective as follows: (a) delivered by hand (effective
at delivery); (b) mailed, first class postage prepaid, return receipt requested
(effective on the fifth business day after deposit in the mail); (c) sent by
overnight courier (effective on the third business day following the business
day on which it is delivered to a internationally recognized courier service);
or (d) sent by facsimile transmission and confirmed by hand-delivered, mailed
or overnight courier copy (effective when sent by facsimile transmission and
confirmed by the senders facsimile machine printout). Any such notice or
other communication shall be addressed as follows:

(a)     if to Intelsat, addressed as follows:



| |                                                                          
| | -------------------------------------------------------------------------
| | Intelsat Hong
Kong LLC
14 Dundonald Street West, Suite 201
Hamilton HM 09





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##### 



Asterisks ("**") indicate omitted
material.



| |                                                                                                                                                                       
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Bermuda
Telecopy: 1-441-292-8300
Attention: Office of the President                                                                                                   
|
| | with a copy (which shall not constitute notice) to:                                                                                                                   
|
| | Intelsat Global Service Corporation
3400 International Drive, NW
Washington, DC 20008-3006
Telecopy: (202) 944-7529
Attention: Senior Vice President & General Counsel

(b)     if to TVB, addressed to:



| |                                                                                                                                                                                                     
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | TVB Satellite TV Holdings, Ltd.
c/o Television Broadcasts Ltd.
TVB City
77 Chun Choi Street
Tseung Kwan O Industrial Estate
Kowloon
Hong Kong, SAR
Facsimile: 2358 1337
Attention: Company Secretary

(c)     if to the Company, addressed to:



| |                                                                                                                                                                               
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Galaxy Satellite TV Holdings, Ltd.
TVB City
77 Chun Choi Street
Tsueng Kwan O Industrial Estate
Kowloon
Hong Kong, SAR
Facsimile: 2358 1337
Attention: Chief Executive Officer
|
| | with a copy to each Shareholder                                                                                                                                               

or, in any case, at such other address as the Company or the Shareholder to
receive such communication, as the case may be, may hereafter designate by
notice given as provided herein to the other Parties.





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Asterisks ("**") indicate omitted
material.

12.3.     Costs and Expenses. Each Shareholder shall bear its own costs and
expenses in connection with the preparation, negotiation, execution and
performance of this Agreement and any transaction contemplated herein. The
Company shall pay (or shall reimburse the Shareholders) for all costs and
expenses relating to the establishment of the Company and the amendment of its
Articles and Memorandum of Association.

12.4.     No Waiver. The failure of any of the parties hereto to insist upon
strict adherence to any provision of this Agreement on any occasion shall not
be considered a waiver of any right, nor shall it deprive that party of the
right thereafter to insist upon strict adherence to that provision or any other
provisions of this Agreement.

12.5.     Amendment. Any waiver, alteration, or modification of any of the
provisions of this Agreement shall not be binding unless in writing and signed
by a duly authorized officer of the Company and a duly authorized
representative of each of the other parties hereto.

12.6.     Third Parties. Nothing contained in this Agreement, either
expressed or implied, is intended to confer upon any Person or entity other
than the parties hereto, and their respective successors and permitted
transferees and assigns, any rights or remedies.

12.7.     Headings. The headings in this Agreement are inserted for
convenience only and shall not affect the interpretation hereof.

12.8.     Governing Law. This Agreement shall be governed by, and construed
in accordance with, the laws of Hong Kong, without regard to principles of
conflicts of law thereunder and the parties hereto hereby irrevocably submit to
the non-exclusive jurisdiction of the Hong Kong Courts.

12.9.     Entire Agreement. This Agreement and the other Transaction
Documents executed contemporaneously herewith constitute the full and complete
understanding among the parties with respect to the subject matter of this
Agreement, and neither the correspondence, or any letter of intent or other
documents exchanged prior to or in connection with the signing of this
Agreement with respect to the subject matter of this Agreement, nor any
statements, warranties, representations or agreements, whether oral or written,
made with respect to the subject matter of this Agreement, during negotiations
or otherwise, shall be binding on any party, unless expressly incorporated in
this Agreement.

12.10.     Invalidity. If any one or more of the provisions, or portions of
any provision, of this Agreement shall be held to be invalid, illegal or
unenforceable, then the validity, legality or enforceability of the remaining
provisions or parts thereof shall not in any way be affected or impaired
thereby.

12.11.     Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original and all of which
together shall constitute one and the same instrument.

12.12.     Language. This Agreement is being executed and delivered in
English, and, in the case of any inconsistency between the terms of the English
language version of this





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Asterisks ("**") indicate omitted
material.

Agreement and any translation hereof, the English language version hereof shall govern and control.

12.13.     Further Assurances. The parties hereto shall do and execute, or
cause to be done and executed, all such further acts, deeds, documents and
things as may be necessary to give full effect to the terms of this Agreement,
including without limitation voting or refraining from voting any shares held
by them or under their direct or indirect control, and use reasonable efforts
to procure that any director or directors appointed by them or any party under
their direct or indirect control votes or refrains from voting so as to give
full effect to this Agreement and its Annexes.

12.14.     Conflicts. In the event of any conflict or inconsistency between
the terms of this Agreement and the terms of the Articles of Association or
Memorandum of Association of the Company or any Subsidiary, the terms of this
Agreement shall prevail.





[Remainder of this page
intentionally left blank]





















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Asterisks ("**") indicate omitted
material.

IN WITNESS WHEREOF, the parties have duly executed this Agreement as of
the day and year first above written.

| |                                   |                                                         
| | --------------------------------- | --------------------------------------------------------
| | INTELSAT HONG KONG LLC           
|
| | By
Name
Title                     | /s/ David Meltzer
David B. Meltzer
Senior Vice President
|
| | TVB SATELLITE HOLDINGS, LTD      
|
| | By
Name
Title                     | /s/ Louis Page
Louis Page
Director                      
|
| | GALAXY SATELLITE TV HOLDINGS, LTD
|
| | By
Name
Title                     | /s/ Louis Page
Louis Page
Director                      





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##### 



Asterisks ("**") indicate omitted
material.

Annex 1
to
Subscription and Shareholders Agreement

As used in this Agreement, the following terms have the respective meanings set
forth below or set forth in the respective paragraphs or Sections referred to
with respect to such terms, and such definitions shall be applicable to the
singular and plural forms of such terms.

AAP means Americom Asia-Pacific, LLC.

AAP Agreements means the Transponder Service Agreement dated September
22, 2000, the Restructuring Agreement dated February 15, 2002 and any related
or other agreements between Galaxy and AAP or any Affiliate or predecessor or
successor thereof, in each case, as such agreement may be or may from time to
time be, modified, amended or otherwise in effect.

Affiliate means, with respect to any specified Person, any other Person
controlling, controlled by, or under common control with, such specified
Person. For purposes hereof, control means, with respect to any Person, the
power to elect a majority of members to the board of directors, management
committee or other managing body of such Person or to direct the management or
affairs of any Person, whether through the ownership of equity or other rights,
by contract or arrangement or otherwise. A wholly-owned Affiliate means, with
respect to any person, any direct or indirect wholly-owned subsidiary of such
person, or any direct or indirect wholly-owned subsidiary of any parent company
that wholly-owns such person.

Annual Business Plan has the meaning specified in Section 6.1(b).

Applicable Portion means, with respect to any Shareholder at any time,
the ratio, expressed as a percentage, that the number of Shares held by such
Shareholder (and, as the context requires, its Affiliates) bears to the
aggregate number of all Shares outstanding at such time.

Board of Directors means the board of directors of the Company.

Business Day means, in any specified location, any day other than a
Saturday or Sunday or other day on which banks in such location are required or
authorized by law or regulation to be closed.

Capital Contribution means contributions by the Shareholders to the
capital of the Company.

Change of Control means (i) any sale, transfer or issuance or series of
sales, transfers and/or issuance of shares of a Shareholders capital stock by
any holder thereof which results in the stockholders of the Shareholder
immediately prior to such sale, transfer or issuance, owning less than 50% of
the Shareholders voting power immediately after such sale, transfer or
issuance or (ii) any sale or transfer of more than 50% of the assets of the
Shareholder (measured either by book value in accordance with U.S. GAAP or Hong
Kong SSAP or by fair market value determined in the reasonable good faith
judgment of its Board of Directors).





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##### 



Asterisks ("**") indicate omitted
material.

Channels Supply Agreement means the Channels Supply Agreement dated
September 4, 2001 between Galaxy and Television Broadcasts Limited whereby
Galaxy was granted an exclusive right to broadcast Television Broadcasts
Limiteds News Channel, Entertainment Channel, Children/Family Channel, TVB8
Channel and Xing He Channel.

Closing has the meaning specified in Section 2.4of this Agreement.

Closing Date has the meaning specified in Section 2.4of this Agreement.

Company has the meaning specified in the first paragraph of this
Agreement.

Company Business means the business and operations of the Company and
the Subsidiaries, including but not limited to the Pay TV Business and the
Teleport Business.

CSA Amendment has the meaning set forth in Recital H of this Agreement.

Disclosure Schedule means the Disclosure Schedule prepared by Galaxy and
TVB and attached hereto as the Disclosure Schedule to Annex 2.

FTNS License has the meaning specified in Recital A of this Agreement.

Galaxy has the meaning attributed thereto in the first paragraph of this
Agreement.

Governmental Authority means any central, regional, provincial,
municipal or other governmental authority, including any executive, legislative
or judicial branch thereof and any agency, department, commission, bureau or
instrumentality thereof.

Group Company means the Company and any Subsidiary of the Company.

HK Dollar or HK$means Hong Kong dollars, the lawful currency of Hong
Kong.

Hong Kong means Hong Kong, Special Administrative Region of the Peoples
Republic of China.

Hong Kong SSAP means Statements of Standard Accounting Practice issued
by the Hong Kong Society of Accountants.

Independent Appraiser means, at any time, an internationally recognized
and reputable investment bank or accounting firm that is not affiliated with or
regularly retained by either Shareholder or an Affiliate thereof at such time.

Intelsat has the meaning attributed thereto in the first paragraph of
this Agreement.

Intelsat Shares means, at any time, all of the issued ordinary Shares
owned by Intelsat or its Affiliates from time to time.

Intelsat Sponsor means Intelsat (Bermuda) Ltd., a Bermuda company and
the indirect parent company of Intelsat.





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##### 



Asterisks ("**") indicate omitted material

Intelsat Subscription Shares means a total of 542,000,000 new Shares to
be subscribed by Intelsat pursuant to Section 2.1 of this Agreement;

Law means any law, ordinance, rule, regulation or treaty promulgated or
entered into by any Governmental Authority, and any decisions or awards issued
by any judicial or arbitration body or panel.

Licenses means the Pay TV License, the Satellite Up-link License and the
FTNS License.

Lien means any lien, charge, pledge, encumbrance, security interest,
mortgage, title retention or other similar agreement or arrangement.

Net Revenues means the gross cash receipts or equivalent monetary value
of goods received under a barter arrangement generated from the licensing or
other exploitation of the TVB channels (including advertising and subscription
revenues), minusthe sales and advertising agency commissions, distribution
costs and applicable rebates directly attributable to such cash receipts.

Network has the meaning specified in the FTNS License and the
pay-television network for the provision of direct-to-home pay television
business in Hong Kong and Guangdong Province.

Original Galaxy Shares has the meaning set forth in Recital G of this
Agreement.

Party means any party to this Agreement.

Pay TV Assets means all necessary licenses, contractual rights
(including the Channels Supply Agreement) and assets held by Galaxy for the
carrying out of the Pay TV Business.

Pay TV Business has the meaning set forth in the Recitals to the
Agreement.

Pay TV License has the meaning set forth in Recital A of this Agreement.

Per Share Purchase Price has the meaning set forth in Section 2.1(a).

Person means any natural person, corporation, partnership, joint
venture, trust, association or other legal entity.

PRC means the Peoples Republic of China, excluding Hong Kong, Taiwan
and Macau.

PRC Business means the analysis, application, design, marketing,
installation, construction, administration and management of direct-to-home
television services to potential customers located in Guangdong Province of the
PRC.





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##### 



Asterisks ("**") indicate omitted
material.

PRC Business Plan means a mutually agreeable business plan prepared by
the Shareholders and pursuant to which the Company and/or its Subsidiary
proposes to engage or invest in the PRC Business.

Public Listing has the meaning specified in Section 7.1(a) of this
Agreement.

Satellite Capacity Agreement means the Satellite Capacity Agreement,
substantially in the form of Exhibit B hereto.

Satellite Uplink License has the meaning specified in Recital A of this
Agreement.

Shareholder has the meaning attributed thereto in the first paragraph of
this Agreement.

Shareholder A means at any time, as between Intelsat and its Affiliates
that hold any Shares and TVB and its Affiliates that own any Shares, the
Shareholder which together with its Affiliates holds the greater number of
Shares at such time.

Shareholder B means at any time, as between Intelsat and its Affiliates
that hold any Shares and TVB and its Affiliates that own any Shares, the
Shareholder which together with its Affiliates holds the lesser number of
Shares at such time.

Shares means, at any time, the ordinary shares of the Company, par value
HK$1.00 per share, issued and outstanding at such time.

Stations has the meaning specified in the Satellite Up-link License.

Subscription Shares means the Intelsat Subscription Shares and the TVB
Subscription Shares;

Subsidiaries means any Person directly or indirectly owned or controlled
by the Company. For purposes hereof, the term control means, with respect to
any Person, the power to elect a majority of members to the board of directors,
management committee or other managing body of such Person or to direct the
management or affairs of any Person, whether through the ownership of equity
shares or securities or other rights, by contract or arrangement or otherwise.

Teleport Business has the meaning set forth in Recital B to this
Agreement.

Teleport Loan means a shareholders loan in the amount of HK$115,564,000
million provided by Television Broadcasts Limited to Galaxy which will bear
interest at the annual rate per annum of 8% as evidenced by that certain
Promissory Note of even date herewith executed by Galaxy.

Transaction Documents means this Shareholders Agreement, the Satellite
Capacity Agreement and the CSA Amendment.

TVB has the meaning attributed thereto in the first paragraph of this
Agreement.





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##### 



Asterisks ("**") indicate omitted
material.

TVB Sponsor means Television Broadcasts Limited, a Hong Kong company and
the parent company of TVB.

TVB Subscription Shares means a total of 520,750,000 new Shares to be
subscribed by TVB pursuant to Section 2.1 of this Agreement.

US Dollar or US$ means United States dollars, the lawful currency of
the United States of America.

US GAAP means generally accepted accounting principles in the United
States of America.

3-Year
Business Plan has the meaning specified in
Section 6.1(a).















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##### 



Asterisks ("**") indicate omitted
material.

Annex 2
to
Subscription and Shareholders Agreement

Representations and Warranties

Subject to the Disclosure Schedule, TVB represents and warrants to Intelsat as
follows in this Annex 2:

Organization and Authority of TVB



| | 1. |  | TVB is a corporation duly organized, validly existing and in good
standing under the laws of the jurisdiction of its incorporation. It
has all necessary power and authority to own all of its properties and
assets and to carry on its businesses as now conducted. The execution,
delivery and performance of this Agreement, and the consummation of the
transactions contemplated hereby, have been duly and validly authorized
by the Board of Directors of TVB and all other necessary action on the
part of TVB (and to the extent necessary, its Affiliates).                                                                                                                                                                                                                                                             
| | -- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | 2. |  | The execution, delivery and performance by TVB of this Agreement
and the other Transaction Documents to which it is a party do not and
will not (a) conflict with or result in any breach of, constitute a
default (with or without notice, lapse of time, or both) under, result
in a violation of, or give any third party any right to accelerate any
obligation under any contract to which TVB or any Affiliate thereof is
a party or by which any of its assets are bound (including without
limitation any contract or agreement with Measat Broadcast Network
Systems Sdn. Bhd. or its affiliates), or (b) violate any provisions of
any order, arbitration, award, law or regulation to which it or any
Affiliate thereof is subject, or (c) conflict or result in any
violation of its Articles of Association or Bylaws.
|
| | 3. |  | No filing, registration, qualification, notice, consent, approval
or authorization to, with or from any Person (excluding Governmental
Authorities) is necessary in connection with the execution and delivery
by TVB of this Agreement or the other Transaction Documents to which it
is a party, or the consummation by TVB of the transactions contemplated
hereby, and no consent, approval or authorization of or designation,
declaration or filing with any Governmental Authority on the part of
TVB is required in connection with the valid execution and delivery of
this Agreement, or the consummation of the transactions contemplated
hereby;                                                                                                                                                                       
|
| | 4. |  | This Agreement and the other Transaction Documents to which TVB is
a party have been duly executed and delivered by it and constitute the
valid and legally binding agreements of TVB, enforceable against it in
accordance with their terms.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      

Organization and Authority of Galaxy



| | 5. |  | Galaxy is a corporation duly organized, validly existing and in
good standing under the laws of the jurisdiction of its incorporation.
It has all necessary power and authority to
| | -- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





|   |                                       
|-- | --------------------------------------
|40 | SUBSCRIPTION
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---



##### 



Asterisks ("**") indicate omitted
material.



| |    |  | own all of its properties
and assets and to carry on its businesses as now conducted. The
execution, delivery and performance of the Transaction Documents to
which it is a party, and the consummation of the transactions
contemplated thereby, have been duly and validly authorized by all
necessary action on the part of Galaxy.                                                                                                                                                                                                                                                                                                                                                                  
| | -- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | 6. |  | The execution, delivery and performance by Galaxy of the
Transaction Documents to which it is a party do not and will not (a)
conflict with or result in any breach of, constitute a default (with or
without notice, lapse of time, or both) under, result in a violation
of, or give any third party any right to accelerate any obligation
under any Contract (as defined below) to which Galaxy or any Affiliate
thereof is a party or by which any of its assets are bound, or (b)
violate any provisions of any order, arbitration, award, law or
regulation to which it or any Affiliate thereof is subject or conflict,
or (c) result in any violation of its Articles of Association or
Bylaws.
|
| | 7. |  | No filing, registration, qualification, notice, consent, approval
or authorization to, with or from any Person (excluding Governmental
Authorities) is necessary in connection with the execution and delivery
by Galaxy of the Transaction Documents to which it is a party, or the
consummation by Galaxy of the transactions contemplated thereby, and no
consent, approval or authorization of or designation, declaration or
filing with any Governmental Authority on the part of Galaxy is
required in connection with the valid execution and delivery of the
Transaction Documents to which it is a party, or the consummation of
the transactions contemplated thereby.                       
|
| | 8. |  | The Transaction Documents to which Galaxy is a party have been duly
executed and delivered by it and constitute the valid and legally
binding agreements of Galaxy, enforceable against it in accordance with
their terms, and the Channels Supply Agreement has been duly executed
and delivered by Galaxy and TVB Sponsor and constitutes the valid and
legally binding agreement of Galaxy and TVB Sponsor, enforceable
against each of them in accordance with its terms.                                                                                                                                                                                                                           

Corporate Matters



| | 9. |  | Neither TVB nor Galaxy is in receivership or liquidation, or has
taken steps to enter into liquidation. No petition has been presented
for winding up TVB or Galaxy and to the best of the knowledge of TVB,
there are no grounds on which a petition or application could be based
for the winding up or appointment of a receiver of TVB or Galaxy.
Neither TVB nor Galaxy has filed any voluntary petition in bankruptcy
or been adjudicated a bankrupt or insolvent, filed any petition or
answer seeking any reorganization, liquidation, dissolution or similar
relief under any bankruptcy, insolvency, or other debtor relief law, or
sought or consented to or acquiesced in the appointment of any trustee,
receiver, conservator or liquidator of all or any substantial part of
its properties. No court of competent jurisdiction has entered an
order, judgment or decree approving a petition filed against either TVB
or Galaxy seeking any reorganization, arrangement, composition,
readjustment, liquidation, dissolution or similar relief under any
bankruptcy statute, or other debtor relief law, and no other liquidator
has been appointed of TVB or Galaxy or of all or any substantial part
of their respective properties.
| | -- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





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---



##### 



Asterisks ("**") indicate omitted
material.



| | 10. |  | Galaxy owns no assets or properties, other than the Teleport Assets
and the Pay TV Assets, and has conducted no business or activities and
conducts no business or activities, other than the Teleport Business
and the Pay TV Business described in the 3-Year Business Plan.                                                                                                                                                                                                                                                                                                                                                                             
| | --- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | 11. |  | Galaxy does not have any (and has never had any) Subsidiary or any
direct or indirect interest in any Person, including any equity
interests the holders of which are entitled to vote for election of the
board of directors or other governing body of any Person.                                                                                                                                                                                                                                                                                                                                                                                       
|
| | 12. |  | Galaxy is not a party to any partnership, joint venture or similar
agreement or arrangement, other than this Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|
| | 13. |  | A true and complete copy of the Memorandum and Articles of
Association of Galaxy has been delivered to Intelsat. Galaxy has
complied with its Memorandum and Articles of Association in all
material respects and none of the activities, agreements, commitments
or rights of Galaxy is ultra vires or unauthorized.                                                                                                                                                                                                                                                                                                                                      
|
| | 14. |  | The register of members and all other statutory books of Galaxy are
current, true and complete in all material respects, and Galaxy has not
received any notice of any application or intended application under
the law of its place of incorporation for rectification of its register
and all annual or other returns required to be filed with the relevant
governmental or statutory authority in Hong Kong have been properly
filed within any applicable time limit and all legal requirements
relating to the formation of Galaxy and the issue of shares and other
securities have been complied with.                                            
|
| | 15. |  | Neither TVB nor Galaxy has entered into any contract, arrangement
or understanding with any person or firm which may result in the
obligation of the TVB or Galaxy to pay any finders fees, brokerage or
agents commissions or other like payments in connection with the
negotiations leading to this Agreement or the consummation of the
transactions contemplated hereby, and TVB is not aware of any claim or
basis for any claim for payment of any finders fees, brokerage or
agents commissions or other like payments in connection with the
negotiations leading to this Agreement or the consummation of the
transactions contemplated hereby.

Capitalization



| | 16. |  | Galaxy has an authorized share capital of HK$10,000 divided into
10,000 ordinary shares of HK$1.00 each, of which two shares, comprising
the Original Galaxy Shares, are duly issued and outstanding,
fully-paid, non-assessable and free and clear of all liens, charges and
rights of others (except for the rights of the Company and Intelsat
pursuant to Section 2.1(c). One of the Original Galaxy Shares is issued
to TVB and one of the Original Galaxy Shares is owned by TVBI Company
Limited, and both such Original Galaxy Shares is or will be duly sold
and transferred to the Company and Intelsat free of liens as provided
in Section 2.1(c).
| | --- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | 17. |  | Except for Intelsats and TVBs subscription rights under this
Agreement, there are no outstanding options, warrants, convertible
securities or other rights to subscribe for or purchase any shares or
other securities from Galaxy. Neither Galaxy nor any of                                                                                                                                                                                                                                                                                                                                                                                               





|   |                                       
|-- | --------------------------------------
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---



##### 



Asterisks ("**") indicate omitted
material.



| |  |  | Galaxys
stockholders are party to any stockholders agreements or other
agreements providing voting rights, registration rights, rights of
first refusal or similar rights other than provided for under this
Agreement.
| |  |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Financial Statements



| | 18. |  | TVB has furnished Intelsat with copies of the audited financial
statements of Galaxy for the fiscal years ended 31st December 2000 and
31st December 2001 including in each case a balance sheet and the
related profits and loss account for the year then ended, together with
the accompanying notes and the report thereon of Galaxys independent
certified public accountants, and unaudited financial statements for
the year ended December 31, 2002 and for the month ended January 31,
2003, (the balance sheet of Galaxy as at January 31, 2003 is herein
called the "Balance Sheetand January 31, 2003 is herein called the
Balance Sheet Date"). All such financial statements referred to above
(a) are true, accurate and complete in all material respects; (b) show
a true and fair view of the assets, liabilities and financial condition
of Galaxy and of its results and profits for the financial period
ending on the last day of the period to which such financial statements
relate; (c) have been prepared in accordance with the books and records
of Galaxy; (d) have been prepared in accordance with accounting
principles generally accepted in Hong Kong; (e) disclose and make full
provision or reserve for or note all actual and contingent liabilities;
and (vi) fully disclose all assets or liabilities of Galaxy.
| | --- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | 19. |  | Except as disclosed in Section 18 of the Disclosure Schedule
hereto: (a) Galaxy has no indebtedness for borrowed money or other
obligation to repay any debt to any person, including stockholders of
Galaxy; (b) Galaxy has no material liabilities or obligations, either
accrued, absolute, contingent or otherwise, which are not reflected or
provided for in the Balance Sheet or which have not been incurred in
the ordinary course of business, consistent with past practice, since
the Balance Sheet Date; and Section 18 of the Disclosure Schedule sets
forth the top twenty creditors of and/or contracting parties with
Galaxy, in descending order as to the amounts of liabilities and/or
other financial commitments for which Galaxy is liable and/or has
committed, to such creditor or contracting party.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              

Real Property



| | 20. |  | Galaxy does not own or have any legal or equitable title or other
right or interest in any real property.                                                                                                                                                                                                                                                                                
| | --- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | 21. |  | There exists no pending or threatened dispute, claim, demand or
similar proceedings that could materially and adversely affect the
continued use and enjoyment of any premises underlying the property
license made between TVB Sponsor and Galaxy (the Property License) in
respect of the property licensed to Galaxy by TVB Sponsor, a copy of
which has been furnished to Intelsat.





|   |                                       
|-- | --------------------------------------
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AND SHAREHOLDERSAGREEMENT



---



##### 



Asterisks ("**") indicate omitted
material.



| | 22. |  | The Property License is valid and subsisting and is enforceable in
accordance with the terms contained therein and no breach by any party
thereto has occurred and continues to exist.
| | --- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Assets and Properties



| | 23. |  | All of Galaxys assets, properties and rights are free from Liens.
All of Galaxys assets, properties and rights comprising the Pay TV
Business and the Teleport Business which (a) are reflected in the
Balance Sheet or have been acquired by Galaxy since the Balance Sheet
Date; and (b) have not been disposed of in the ordinary course of
Galaxys business since the Balance Sheet Date, are (i) in good
condition (ordinary wear and tear excepted); and (ii) suitable and
adequate for their intended purposes and for the operation of the Pay
TV Business and the Teleport Business by Galaxy as currently operated.
| | --- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Directors; Senior Management; Personnel; Bank Accounts



| | 24. |  | Section 24 of The Disclosure Schedule sets forth a list of the
directors and officers of Galaxy. There are no contracts or agreements
between Galaxy and any of its directors.                                                                                                                                                                                                                                                                                
| | --- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | 25. |  | Section 25 of the Disclosure Schedule sets forth an organizational
chart of Galaxy as at November 8, 2002 setting forth the names and
positions of the employees of Galaxy. No material change has occurred
in the organization of Galaxy since November 8, 2002. Except for
employment contracts (true and complete copies of which have been
delivered to Intelsat), there are no contracts or agreements between
Galaxy and its employees.                 
|
| | 26. |  | No general power of attorney has been given by Galaxy to any
person.                                                                                                                                                                                                                                                                                                                                                                                          
|
| | 27. |  | As of November 8, 2002, Galaxy had approximately 59 employees, all
of whom have entered into one of three standard form employment
contracts with Galaxy, true and complete copies of which have been
furnished to Intelsat. Since November 8, 2002, there has been no
material increase or decrease in the number of employees of Galaxy,
other than such employees who left the employment of Galaxy through
regular attrition and the replacements thereof.
|
| | 28. |  | Set forth in Section 28 of the Disclosure Schedule is a list of all
insurance policies maintained by Galaxy.                                                                                                                                                                                                                                                                                                                                                  
|
| | 29. |  | Set forth in Section 29 of the Disclosure Schedule is the name of
each bank with which Galaxy has an account or safe deposit box, the
identifying numbers thereof and the name of each person authorized to
draw thereon or to have access thereto.                                                                                                                                                                                                           

Employee Benefits



| | 30. |  | The Bank Consortium MPF Plan is the only employee benefit or
welfare plans maintained by Galaxy with respect to its employees.
| | --- |  | ------------------------------------------------------------------------------------------------------------------------------





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|-- | --------------------------------------
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AND SHAREHOLDERSAGREEMENT



---



##### 



Asterisks ("**") indicate omitted
material.

Licenses; Compliance with Laws and Regulations



| | 31. |  | True and complete copies of the Licenses have been delivered to
Intelsat. The Licenses are currently valid and in full force and
effect, and there are no violations or breaches of or exceptions to any
of the terms, conditions or milestones set forth in or applicable to
any such License. Galaxy has not received any notice of violation or
inquiry from any Governmental Authority relating to any License or any
applicable laws and regulations. Except for a Fixed Carrier
(Restricted) License, which Galaxy has applied for in an application
filed with the Telecommunications Authority, the Licenses constitute
all licenses, approvals, consents and authorizations necessary to own
and operate the Pay TV Business and the Teleport Business in the manner
contemplated by the 3 Year Business Plan.
| | --- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | 32. |  | Except for a Fixed Carrier (Restricted) License, all
authorizations, approvals and consents, and all notifications,
registrations, declarations and filings from, to or with all
Governmental Authorities that are necessary for the ownership and
operation of the Pay TV Business and the Teleport Business, as
contemplated hereby and as currently conducted or proposed to be
conducted have been received, issued, given or made by Galaxy and are
in full force and effect.                                                                                                                                                                                                                                                                                                                                     
|
| | 33. |  | Galaxy has complied in all respects with all applicable laws and
regulations applicable to it, its business operations and its
properties.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|
| | 34. |  | The operations, practices, policies and procedures of Galaxy and
their employees have been conducted and will be conducted in compliance
with, and have not and will not give rise to any loss, liability,
damage, cost or expense under, any applicable laws and regulations.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|
| | 35. |  | Galaxy has not received any notice of violation or inquiry from any
Governmental Authority relating to any laws and regulations applicable
to Galaxy, the Pay TV Business or the Teleport Business.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    

Litigation



| | 36. |  | Except as disclosed in Section 36 of the Disclosure Schedule, there
is no action, suit, claim, litigation, proceeding or investigation
pending or, to the knowledge of TVB and Galaxy, threatened against or
affecting Galaxy, its properties or operations.
| | --- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | 37. |  | Galaxy is not in default with respect to any order, writ,
injunction or decree of or by any Governmental Authority which is
binding on Galaxy or relates to or affects any of its properties or
assets which is known to or has been served upon Galaxy.    
|
| | 38. |  | Except as disclosed in Section 38 of the Disclosure Schedule, there
is no pending action, suit, claim, litigation or proceeding brought by
Galaxy against another person.                                                                                   





|   |                                       
|-- | --------------------------------------
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AND SHAREHOLDERSAGREEMENT



---



##### 



Asterisks ("**") indicate omitted
material.

Intellectual Property



| | 39. |  | Section 39 of the Disclosure Schedule sets forth a list and brief
description or identification of (a) all patents, patent rights, patent
applications, trademarks, trademark applications, trade names and
copyrights licensed to, applied for, used by, owned by, or registered
in the name of Galaxy or in which Galaxy has any rights, (b) all
billing, accounting, customer accounts, building access and other
systems administration software and systems used or licensed to be used
by Galaxy, and (c) all methods or processes, designs, technical data,
know-how, market reports, product surveys, distribution methods and
customer lists and trade secrets, computer programs and software
processes and other proprietary and intellectual property, rights and
interests, which, in the case of any item described in this clause (b)
or (c), Galaxy uses and believes are not within the general knowledge
of the industry and are material to the operation of the Pay TV
Business and the Teleport Business (Intellectual Property). Except
as set forth in Section 39 of the Disclosure Schedule, Galaxy is not a
licensor in respect of any Intellectual Property. Galaxy owns or
possesses adequate licenses or other rights to use all Intellectual
Property necessary to permit Galaxy to operate the Pay TV Business and
the Teleport Business as now conducted. No claim is pending or, to
TVBs knowledge, threatened to the effect that the present or past
operations of Galaxy infringe upon or conflict with the asserted rights
of any other Person in respect of any Intellectual Property, no claim
is pending or, to the knowledge of TVB, threatened to the effect that
any of such Intellectual Property is invalid or unenforceable. No
contract, agreement or understanding with any Person exists that would
impede or prevent the continued use by Galaxy of the rights, title and
interests of Galaxy in and to the Intellectual Property.
| | --- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Contracts



| | 40. |  | Galaxy has delivered to Intelsat true and complete copies of each
written contract, obligation and commitment of Galaxy and all
amendments and supplements thereto (except for the purchase orders and
internal transfer of fixed assets listed in the Summary of Fixed Assets
that involves more than $10,000 as at December 31, 2002 furnished by
TVB). All such contracts, obligations and commitments are listed in
Section 40 of the Disclosure Schedule and are herein called the
Contracts.Notwithstanding the foregoing, the term Contracts does
not include (a) any Transaction Documents, (b) any contract for the
purchase of equipment or services that involves less than US$10,000 (or
the equivalent thereof in any other currency) of consideration payable
by Galaxy over the life of the contract, (c) any contract that may be
terminated by Galaxy without cost upon notice of 30 days or less, or
(d) any purchase order referenced in the parenthetical at the end of
the first sentence of this paragraph 40. No default, alleged default
or anticipatory breach exists on the part of Galaxy or on the part of
any other party under any Contract, and there are no agreements of the
parties relating to such Contracts which have not been disclosed and
delivered to Intelsat. Each Contract is valid and subsisting and is
enforceable in accordance with the terms contained therein and no
breach by any party thereto has occurred and continues to exist. Except
as set forth in Section 40 of the Disclosure Schedule, Galaxy is not a
party to any oral contract, obligation or commitment. Except as set
forth in Section 40 of the Disclosure Schedule, Galaxy is not a party
to any written:
| | --- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





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---



##### 



Asterisks ("**") indicate omitted
material.



| | (i)    |  | contract not made in the ordinary course of business, other
than this Agreement, the other Transaction Documents and the other
agreements contemplated to be entered into in connection with this
Agreement or the other Transaction Documents;                                                                                                                                                                                                                                                     
| | ------ |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (ii)   |  | employment or consulting contract which is not terminable
without cost or other liability (other than normal severance
arrangements and accrued vacation pay or as required by law and
regulations), upon notice of three months or less;                                                                                                                                                                                                                                                           
|
| | (iii)  |  | contract or collective bargaining agreement with any labor
union or labor organization or association;                                                                                                                                                                                                                                                                                                                                                                                              
|
| | (iv)   |  | employee benefit scheme other than the Bank Consortium MPF
Plan;                                                                                                                                                                                                                                                                                                                                                                                                                                    
|
| | (v)    |  | license with respect to any property, real or personal,
whether as licensor or licensee other than those listed in Section
40 of the Disclosure Schedule;                                                                                                                                                                                                                                                                                                                                           
|
| | (vi)   |  | contract for the purchase of real property, equipment or
fixed assets which involves more than US$10,000 (or the equivalent
thereof in any other currency) with respect to any one contract or
series of related contracts;                                                                                                                                                                                                                                                                         
|
| | (vii)  |  | contract for the future purchase or acquisition of
equipment, software or Intellectual Property rights which involves
more than US$100,000 (or the equivalent thereof in any other
currency);                                                                                                                                                                                                                                                                                                       
|
| | (viii) |  | contract for the sale of property or assets (1) involving more
than US$10,000 (or the equivalent thereof in any other currency) or
(2) which is not terminable without cost or liability in excess of
US$10,000 (or the equivalent thereof in any other currency);                                                                                                                                                                                                                                  
|
| | (ix)   |  | insurance policies, other than those listed in Section 46 of
the Schedule;                                                                                                                                                                                                                                                                                                                                                                                                                          
|
| | (x)    |  | other than those listed in Section 40 of the Disclosure
Schedule and this Agreement and the Transaction Documents, any
contract continuing for a period of more than three months from the
date hereof, (1) which is not terminable by Galaxy without cost or
liability in excess of US$10,000 (or the equivalent thereof in any
other currency) or (2) which has a stated term or duration in excess
of one year, other than those that are terminable upon notice of 30
days or less without cost;
|
| | (xi)   |  | sales agency, distributor, dealer or advertising contract
which is (1) not terminable on notice without cost or other
liability in excess of US$10,000 (or the equivalent thereof in any
other currency) or (2) which has a stated term or duration in excess
of one year, other than those that are terminable upon notice of 30
days or less without cost;                                                                                                                                        





|   |                                       
|-- | --------------------------------------
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---



##### 



Asterisks ("**") indicate omitted
material.



| | (xii)  |  | agreement or indenture for the borrowing or lending of
money, other than agreements between Galaxy, TVB Sponsor and its
Affiliates that are described in Section 40 of the Disclosure
Schedule or included in the Balance Sheet;
| | ------ |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (xiii) |  | agreement or indenture for placing a Lien on, any assets of Galaxy
other than those disclosed in Section 40 of the Disclosure Schedule;                                                                                         
|
| | (xiv)  |  | guaranty by Galaxy of any obligation of any Person; or                                                                                                                                                                          
|
| | (xv)   |  | settlement agreement of any administrative or judicial
proceedings, other than as described in Section 40 of the Disclosure
Schedule (including the AAP Settlement).                                                            

Labor



| | 41. |  | Galaxy is not a party to any agreement with any labor union. There
is not existing, or to the knowledge of TVB or Galaxy threatened, any
labor dispute, strike or work stoppage involving the employees of
Galaxy.
| | --- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Conduct of Business



| | 42. |  | Since the Balance Sheet Date, Galaxy has conducted its business in
the ordinary course and has maintained its assets and property in at
least such order and condition as is necessary to continue so to
conduct its business, and has not:
| | --- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (i)   |  | incurred any obligation or liability (absolute, accrued,
contingent or otherwise) in excess of US$10,000, except (1) in the
ordinary course of Galaxys business; (2) borrowings under loan
facilities disclosed in the Balance Sheet; or (3) in connection with
the performance of this Agreement or any another Transaction
Document;
| | ----- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (ii)  |  | discharged or satisfied any Lien, or paid or satisfied any
obligation or liability (absolute, accrued, contingent or otherwise)
other than in the ordinary course of business;                                                                                                                                                         
|
| | (iii) |  | increased or established any reserve for taxes or other
liability on its books or otherwise provided therefor, except as may
have been required or permitted in accordance with general accepted
accounting principles in Hong Kong due to the operations or income
of Galaxy since the date of the Balance Sheet;                     
|
| | (iv)  |  | subject to any Lien any of the assets, properties or business
of Galaxy, except for such aforementioned encumbrances as are
created or granted in the ordinary course of the conduct of business
and do not materially impair the use or value of the asset or
property subject thereto;                                               
|
| | (v)   |  | sold, assigned or transferred any asset, property or business
or cancelled any debt or claim or waived any right, except in the
ordinary course of business of Galaxy;                                                                                                                                                                 





|   |                                       
|-- | --------------------------------------
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---



##### 



Asterisks ("**") indicate omitted
material.



| | (vi)   |  | sold, assigned, transferred, relinquished or permitted to
lapse any rights with respect to any Intellectual Property;                                                                                                                                                                                                                                                                                                             
| | ------ |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (vii)  |  | granted any general increase in the rates of pay of
employees of Galaxy or any increase in excess of US$5,000 (or its
equivalent in any other currency) per annum in the salary payable or
to become payable to any officer or consultant or agent of Galaxy,
or, by means of any employee benefit plan, or other commitment,
increased the compensation of any officer, employee, consultant or
agent of Galaxy by such amount;  
|
| | (viii) |  | made or authorized any capital expenditures for additions to plant
and equipment accounts of Galaxy which exceed the amounts
contemplated by the 3-Year Business Plan by US$25,000 (or the
equivalent thereof in any other currency) or more in the aggregate,
except as may have been involved in connection with the ordinary
repair, maintenance and replacement and minor plant equipment
additions;                          
|
| | (ix)   |  | made any loan or payment to any shareholder or partner (other
than a scheduled payment of principal and/or interest on any loan or
advance made by a shareholder or partner), or declared, set aside or
paid to any shareholder or partner any dividend or other
distribution in respect of its capital shares or investment, or
redeemed or purchased any of its capital shares or investment, or
agreed to take any such action;
|
| | (x)    |  | except as provided herein or in the other Transaction
Documents, issued, sold or transferred, or agreed to issue, sell or
transfer, any shares, bonds, debentures or other security of Galaxy,
whether newly issued or held in treasury;                                                                                                                                                                                          
|
| | (xi)   |  | except for the transactions contemplated under this Agreement
and the other Transaction Documents, entered into any material
transaction other than in the ordinary course of business of Galaxy;                                                                                                                                                                                                                                 
|
| | (xii)  |  | experienced damage, destruction or loss (whether or not
covered by insurance) materially and adversely affecting its
properties, assets or business;                                                                                                                                                                                                                                                                              
|
| | (xiii) |  | experienced any material adverse change in the assets,
liabilities, business or financial condition or results of
operations of Galaxy; or                                                                                                                                                                                                                                                                                        
|
| | (xiv)  |  | taken any action that would have the effect of terminating
or amending any License.                                                                                                                                                                                                                                                                                                                                               



| | 43. |  | Hong Kong is the only jurisdiction in which Galaxy carries on its
business.
| | --- |  | ---------------------------------------------------------------------------





|   |                                       
|-- | --------------------------------------
|49 | SUBSCRIPTION
AND SHAREHOLDERSAGREEMENT



---



##### 



Asterisks ("**") indicate omitted
material.

Tax Matters



| | 44. |  | Galaxy has filed all tax returns that it is required to file under
the laws of Hong Kong. Galaxy has paid or set up an adequate reserve
in respect of all taxes for the periods covered by such returns, as
well as all other taxes, assessments and governmental charges which
have become due or payable, including all taxes which Galaxy is
obligated to withhold from amounts owing to employees, creditors and
third parties.
| | --- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | 45. |  | To TVB and Galaxys knowledge, Galaxy has not been and is not the
subject of any examination or investigation by any tax authority
relating to the conduct of its business or the payment or withholding
of taxes.                                                                                                                                                                                                                 

Insurance



| | 46. |  | All policies of insurance, together with the premiums currently
paid thereon, covering Galaxys plant, machinery, equipment and
inventory, or providing for business interruption, general public
liability, and personal liability coverage, are described in Section 46
of the Disclosure Schedule. Such policies insure against all risks
normally insured against by companies that are engaged in the same or
similar business. All such policies will be outstanding and in full
force and effect at the Closing Date. There are no claims, actions,
suits or proceedings by or against Galaxy arising out of or based upon
any of such policies of insurance, and, to the knowledge of TVB and
Galaxy, no basis for any such claim, action, suit or proceeding exists.
No notices of any pending or threatened terminations or substantial
premium increases with respect to any of such policies have been
received by Galaxy, and Galaxy is in compliance with all conditions
contained therein.
| | --- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Transactions with Affiliates



| | 47. |  | Except as expressly identified as an Affiliate Transaction in
Section 47 of the Disclosure Schedule, no officer, director or
stockholder of Galaxy, TVB or any Affiliate thereof has had, either
directly or indirectly, a material interest in: (i) any Person which
purchases from or sells, licenses or furnishes to Galaxy any goods,
property, technology, intellectual or other property rights or
services; or (ii) any contract or agreement to which Galaxy is a party
or by which it may be bound or affected. Except as expressly identified
as an Affiliate Transaction in Section 47 of the Disclosure Schedule,
Galaxy is not indebted, directly or indirectly, to any of its officers,
directors or stockholders or to their respective spouses, children or
other relatives, in any amount whatsoever other than in connection with
expenses or advances of expenses to officers, employees or contractors
incurred in the ordinary course of business or relocation expenses of
employees and which are not, individually or in the aggregate,
material. None of Galaxys officers, directors or stockholders, or any
of their relatives, are, directly or indirectly, indebted to Galaxy or
have any direct or indirect ownership interest in any firm or
corporation with which Galaxy is affiliated or with which Galaxy has a
business relationship, or any firm or corporation which competes with
Galaxy except that officers, directors and/or stockholders of Galaxy
may own stock in (but not exceeding one percent of the outstanding
capital stock of) any publicly traded companies that may compete with
Galaxy or with which Galaxy has a business
| | --- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





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---



##### 



Asterisks ("**") indicate omitted
material.



| |  |  | relationship. Galaxy is not a guarantor or indemnitor of any indebtedness or other financial
obligation or commitment of any other person, firm or corporation.
| |  |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------

Absence of Undisclosed Liabilities



| | 48. |  | Galaxy does not have any indebtedness or liabilities of any
character whatsoever, whether or not accrued and whether or not fixed
or contingent, other than (a) liabilities reflected in the Balance
Sheet, (b) liabilities incurred in the ordinary course of business of
Galaxy subsequent to the Balance Sheet Date, none of which has been or
is materially adverse to the assets, properties or business of Galaxy,
(c) liabilities incurred in connection with performance of this
Agreement or the other Transaction Documents, and (d) liabilities
disclosed in the Disclosure Schedule.
| | --- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | 49. |  | To the best of the knowledge, information and belief of TVB,
neither this Agreement nor any other document signed or delivered by
TVB or Galaxy to Intelsat contains, as of the date of such documents,
any untrue statement of a material fact or omits to state a material
fact relating to Galaxy, the Pay TV Business or the Teleport Business,
or necessary to make the statements contained herein not misleading.                                                                                                                                                                        

















|   |                                       
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|51 | SUBSCRIPTION
AND SHAREHOLDERSAGREEMENT



---



##### 



Asterisks ("**") indicate omitted
material.

Disclosure Schedules
To
Annex 2

The following numbering refer and correspond to the Section number in Annex 2

Financial Statements

18.     Top twenty creditors of Galaxy as at 31 October 2002:

|        |  |        
|------- |  | -------
|       
|***
*** |  | ***
***
|       
|       
|       

Directors and officers

24.     List of Directors:



| |                                                                                    
| | -----------------------------------------------------------------------------------
| | Sir Run Run Shaw
Mona Fong
Louis Page
Augustus Ralph Marshall
Tang See Tin, Stanley





|   |                                       
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---



##### 



Asterisks ("**") indicate omitted
material.

List of Officers: Please refer to Appendix 1.

Organizational chart

25.     Please refer to Appendix 1.

Insurance Policies

28.

|                             |  |                            |  |                       |  |                 |                   |     |     |  |     | 
|---------------------------- |  | -------------------------- |  | --------------------- |  | --------------- | ----------------- | --- | --- |  | --- | 
|                            
|Name of Insurer              |  | Type                       |  | Policy No             |  |                 | Estimated
premium
|                            
|                             |  |                            |  |                       |  |                 |                   |     |     |  | HK$
|                            
|QBE Hongkong & Shanghai      |  | Medical Insurance Scheme   |  | 2.15.05000565.7       |  |                 |                   |     | *** | 
|Insurance Ltd.               |  |                            |  |                       |  | 2.15.05000566.5 |                   |     |     |  |     | 
|                             |  |                            |  |                       |  | 2.15.05000567.3 |                   |     |     |  |     | 
|                             |  |                            |  |                       |  | 2.15.05000568.1 |                   |     |     |  |     | 
|                             |  |                            |  |                       |  | 2.15.05000569.9 |                   |     |     |  |     | 
|                             |  |                            |  |                       |  | 2.15.05000570.7 |                   |     |     |  |     | 
|                             |  |                            |  |                       |  | 2.15.05001246.3 |                   |     |     |  |     | 
|                            
|Metropolitan Life Insurance  |  | Group Yearly Renewable     |  | GL1000512             |  |                 | ***               |    
|Company of Hong Kong Ltd.    |  | Term Insurance             |  |                       |  |                 |                   |     |     | 
|                            
|Falcon Insurance Co. (Hong   |  | Contractors "All Risks"    |  | Cover note            |  |                 | ***               |    
|Kong) Ltd.                   |  | Insurance                  |  |                       |  |                 |                   |     |     | 
|                            
|Falcon Insurance Co. (Hong   |  | Marine Cargo Insurance -   |  | MOC/36/02             |  |                 |                   | *** |    
|Kong) Ltd.                   |  | Open Cover                 |  |                       |  |                 |                   |     |     | 
|                            
|Federal Insurance Company    |  | Public Liability Insurance |  | Cover note            |  |                 | ***               |    
|                            
|Federal Insurance Company    |  | Umbrella Excess Liability  |  | 92524379              |  |                 |                   |     | *** | 
|                             |  | Insurance / The Chubb      |  | 92520036              |  |                 |                   |     |     | 
|                             |  | Commercial Umbrella        |  |                       |  |                 |                   |     |     | 
|                            
|Falcon Insurance Co. (Hong   |  | Fidelity Guarantee         |  | 10B-P8000355-PFG02-NS |  |                 | ***               |    
|Kong) Ltd + Liberty          |  | Insurance                  |  |                       |  |                 |                   |     |     | 
|International Insurance      |  |                            |  |                       |  |                 |                   |     |     |  |     | 
|                            
|Liberty International        |  | Employees Policy          |  | H02PW00667B           |  |                 | ***               |    
|Insurance                    |  |                            |  |                       |  |                 |                   |     |     |  |     | 
|                            
|Falcon Insurance             |  | Property All Risks,        |  | Cover Note            |  |                 | ***               |    
|                             |  | Business Interruption and  |  |                       |  |                 |                   |     |     | 
|                             |  | Money Insurance            |  |                       |  |                 |                   |     |     | 
|                            
|China Pacific Insurance Co., |  | Property All Risks         |  | CPIC/PAR/2001/000125  |  |                 | ***               |    
|(H.K.) Ltd                   |  | Erection All Risks         |  | CPIC/PAR/2001/000005  |  |                 |                   |    
|                             |  | Public Liability Insurance |  | CPIC/PAR/2001/000129  |  |                 |                   |    
|                            





|   |                                       
|-- | --------------------------------------
|53 | SUBSCRIPTION
AND SHAREHOLDERSAGREEMENT



---



##### 



Asterisks ("**") indicate omitted
material.

Bank Accounts

29.     ******

******

******

*******

*******

********

Litigation

36.     There is one legal claim against Galaxy as follows:

|               |   |  |                                                                                                                                                                                                                                                                                   | 
|-------------- | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
|Nature         | : |  | Debt Claim                                                                                                                                                                                                                                                                       
|Issue Date     | : |  | July 2, 2002                                                                                                                                                                                                                                                                     
|Court          | : |  | High Court of Justice, Queens Bench Division, UK                                                                                                                                                                                                                                 
|Claim No       | : |  | HQ02X02137                                                                                                                                                                                                                                                                       
|Claimant       | : |  | Americom Asia-Pacific, LLC                                                                                                                                                                                                                                                       
|Defendant      | : |  | Galaxy Satellite Broadcasting Limited                                                                                                                                                                                                                                            
|Claim Amount   | : |  | US$1,132,234.67
outstanding under the Restructuring Agreement (for deferring payment
under the GE-1A Satellite Transponder Agreement)                                                                                                                                            
|Current Status | : |  | Settlement Agreement
was entered by the parties on February 14, 2003 in full and final
settlement of all claims and disputes whether known or unknown as at
the date of the Settlement Agreement under the GE-1A Satellite Transponder Agreement and the Restructuring Agreement.

38.     (a)     There is one Chapter 11 bankruptcy action filed by
Galaxys debtor, Edge2net, Inc as follows:

|            |   |                                                               
|----------- | - | --------------------------------------------------------------
|Nature      | : | Chapter 11 Bankruptcy Case                                    
|Filing Date | : | October 22, 2001                                              
|Court       | : | United States Bankruptcy Court, Western
District of Washington
|Case No     | : | 01-21678                                                      





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##### 





|    |  | Debtor : edge2net, Inc.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|    |  | Amount Due : US$646,080                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   
|    |  | Current Status : Selling of Debtors property by Trustee                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   
|(b) |  | On, 28 November 2002, Galaxy filed a request for mediation with the
Registrar of the LCIA Court in accordance with the GE-1A Satellite
Transponder Service Agreement as amended by the Restructuring Agreement in
relation to the claims by Galaxy that Americom Asia-Pacific, LLC
fundamentally breached its contractual obligations to Galaxy by its failure
to co-ordinate the AAP-1 Satellite. Settlement Agreement was entered by the
parties on February 14, 2003 in full and final settlement of all claims and
disputes whether known or unknown as at the date of the Settlement
Agreement under the GE-1A Satellite Transponder Agreement and the
Restructuring Agreement.



Intellectual Property

39.

|   |  |                                                                                                                                                                                                                                                                                                                                                          |  |                  |  |                   
|-- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---------------- |  | ------------------
|   |  |                                                                                                                                                                                                                                                                                                                                                          |  | Current Monthly/ |  |                   
|   |  | Name of Document                                                                                                                                                                                                                                                                                                                                         |  | Yearly Fee       |  | Date              
|   |  |                                                                                                                                                                                                                                                                                                                                                          |  |                  |  |                   
|i) |  | Licence Agreement between Mindport BV and Galaxy
Satellite Broadcasting Ltd to procure a turnkey
multiple channel DTH transmission system for a
DTH platform in Australia which accords with the
MPEG2 and DVB standards, including conditional
access, subscriber management, content
management, electronic programme guide, IRDs and
smart cards etc. |  |                  |  | August 7, 2001    
|  
|   |  | Below are subsequent supplemental agreements
regarding outstanding payments and other changes:                                                                                                                                                                                                                                                           |  |                  |  |                   
|  
|   |  | 1) Agreement to settle outstanding payments and
MCT Functionality                                                                                                                                                                                                                                                                                        |  | ******           |  | September 20, 2001
|  
|   |  | 2) Agreements between Irdeto BV and Galaxy
Satellite Broadcasting Limited in respect of
outstanding payment under Mindport Licence
Agreement                                                                                                                                                                                                             |  | ******           |  | March 16, 2002    

55



---



##### 



|    |  |                                                                                                                                                                                                                   |  |                  |  |                                                                                                      
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---------------- |  | -----------------------------------------------------------------------------------------------------
|    |  |                                                                                                                                                                                                                   |  | Current Monthly/ |  |                                                                                                      
|    |  | Name of Document                                                                                                                                                                                                  |  | Yearly Fee       |  | Date                                                                                                 
|    |  |                                                                                                                                                                                                                   |  |                  |  |                                                                                                      
|    |  | 3) Agreements between Irdeto BV and Galaxy
Satellite Broadcasting Limited in respect of
ceasing support of certain software under the
Mindport License Agreement                                                  |  | *****            |  | March 16, 2002                                                                                       
|   
|    |  | 4) Agreement between Ideal Systems Asia Pacific
Ltd. and Galaxy Satellite Broadcasting Limited
in respect of migration to replacement software
due to cessation of certain software support
from Irdeto           |  | *****            |  | March 16, 2002
(Note: this agreement is
void by the parties by an
agreement dated September
30, 2002)
|   
|    |  | 5) Agreements between Irdeto BV and Galaxy
Satellite Broadcasting Limited (Re-executed copy
of item 2 above)                                                                                                      |  | *****            |  | March 16, 2002                                                                                       
|   
|    |  | 6) Agreements between Irdeto BV and Galaxy
Satellite Broadcasting Limited (Re-executed copy
of item 3 above)                                                                                                      |  | *****            |  | March 16, 2002                                                                                       
|   
|    |  | 7)Agreement between Ideal Systems Asia Pacific
Ltd. and Galaxy Satellite Broadcasting Limited
to void the agreement dated March 16, 2002                                                                          |  | *****            |  | September 30, 2002                                                                                   
|   
|ii) |  | 1) Focus Software Licence Agreement between
Galaxy Satellite Broadcasting Limited and MSA
Focus International Media Systems Limited for
the supply of programme management and
ad/sales/traffic computer software |  | *****            |  | May 14, 1998                                                                                         
|   
|    |  | 2) Consent for Assignment of Software License
Agreement for obtaining consent from Focus
Software to assign license back to TVB Satellite
Broadcasting Limited                                                    |  | ******           |  | December 4, 2002                                                                                     

56



---



##### 



|     |  |                                                                                                                                                                                                                                                                                                                                                    |  |                  |  |                                                 
|---- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---------------- |  | ------------------------------------------------
|     |  |                                                                                                                                                                                                                                                                                                                                                    |  | Current Monthly/ |  |                                                 
|     |  | Name of Document                                                                                                                                                                                                                                                                                                                                   |  | Yearly Fee       |  | Date                                            
|     |  |                                                                                                                                                                                                                                                                                                                                                    |  |                  |  |                                                 
|     |  | 3) Assignment between Galaxy and TVB Satellite
Broadcasting Limited for assignment of the
license                                                                                                                                                                                                                                                  |  | *****            |  | December 5, 2002                                
|    
|iii) |  | Irdeto Access Licence Agreement (draft) for the
license of conditional access system for
Galaxys uplink services                                                                                                                                                                                                                                  |  | *****            |  | Contract pending
finalization with Irdeto
Access
|    
|iv)  |  | 1) Network Solutions Agreementbetween Open TV,
Inc. and Galaxy Satellite Broadcasting Limited
for the supply of the Open TV softwares for the
Australia DTH platform                                                                                                                                                                               |  | ******           |  | May 15, 2000
(5 years term)                     
|    
|     |  | 2) Network Solutions Agreement between Open TV,
Inc. and Galaxy Satellite Broadcasting Limited
for the supply of the Open TV software for the
US DTH platform                                                                                                                                                                                      |  | ******           |  |                                                 
|    
|v)   |  | Licence Agreement between Mindport BV and Galaxy
Satellite Broadcasting Ltd to procure a turnkey
multiple channel DTH transmission system for a
DTH platform in USA which accords with the MPEG2
and DVB standards, including conditional access,
subscriber management, content management,
electronic programme guide, IRDs and smart cards
etc. |  | *******          |  | January 27, 2000                                
|    
|     |  | Below are subsequent supplemental agreements
regarding outstanding payments and other changes:                                                                                                                                                                                                                                                     |  | *******          |  |                                                 

57



---



##### 



|      |  |                                                                                                                                                                                                         |  |                  |  |                                                                                                      
|----- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---------------- |  | -----------------------------------------------------------------------------------------------------
|      |  |                                                                                                                                                                                                         |  | Current Monthly/ |  |                                                                                                      
|      |  | Name of Document                                                                                                                                                                                        |  | Yearly Fee       |  | Date                                                                                                 
|      |  |                                                                                                                                                                                                         |  |                  |  |                                                                                                      
|      |  | 1) Agreement to settle outstanding payments and
MCT Functionality                                                                                                                                       |  | ********         |  | September 20, 2001                                                                                   
|     
|      |  | 2) Agreements between Irdeto BV and Galaxy
Satellite Broadcasting Limited in respect of
outstanding payment under Mindport Licence
Agreement                                                            |  | ********         |  | March 16, 2002                                                                                       
|     
|      |  | 3) Agreements between Irdeto BV and Galaxy
Satellite Broadcasting Limited in respect of
ceasing support of certain software under the
Mindport License Agreement                                        |  | ********         |  | March 16, 2002                                                                                       
|     
|      |  | 4) Agreement between Ideal Systems Asia Pacific
Ltd. and Galaxy Satellite Broadcasting Limited
in respect of migration to replacement software
due to cessation of certain software support
from Irdeto |  |                  |  | March 16, 2002
(Note: this agreement is
void by the parties by an
agreement dated September
30, 2002)
|     
|      |  | 5) Agreements between Irdeto BV and Galaxy
Satellite Broadcasting Limited (Re-executed copy
of item 2 above)                                                                                            |  |                  |  | March 16, 2002                                                                                       
|     
|      |  | 6) Agreements between Irdeto BV and Galaxy
Satellite Broadcasting Limited (Re-executed copy
of item 3 above)                                                                                            |  |                  |  | March 16, 2002                                                                                       
|     
|      |  | 7) Agreement between Ideal Systems Asia Pacific
Ltd. and Galaxy Satellite Broadcasting Limited
to void the agreement dated March 16, 2002                                                               |  |                  |  | September 30, 2002                                                                                   
|     
|vi)   |  | Broadcast Confidence Service and Support
Agreeent for software service and support
provided by Louth for automation system                                                                            |  | ******           |  | January 28, 2003 (for Dec
1, 2002 to Nov 30, 2003)                                                   
|     
|vii)  |  | Other intellectual property licences with
Affiliates, please refer to Section 47                                                                                                                        |  | *****            |  |                                                                                                      
|     
|viii) |  | Other intellectual property licences which may
be included in fixed assets purchased and
without written contracts, please refer to
Section 40(b)                                                       |  | ******           |  |                                                                                                      

58



---



##### 



Contracts



|40. |  | (a) a list all such contracts, obligations and commitments of Galaxy and
all amendments and supplements thereto and including those which may fall
within Section 40(i) to (xv) of Annex 2
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|    |  |                                                                                                                                                                                                                                                   |  |                  |  |                                                
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---------------- |  | -----------------------------------------------
|    |  |                                                                                                                                                                                                                                                   |  | Current Monthly/ |  |                                                
|    |  | Name of Documents                                                                                                                                                                                                                                 |  | Yearly Fee       |  | Date                                           
|    |  |                                                                                                                                                                                                                                                   |  |                  |  |                                                
|i)  |  | Contract Agreement between Galaxy Satellite
Broadcasting Ltd. and Globecomm Systems Inc.
for commissioning the APSTAR IIR Earth Station
including supply of equipment                                                                             |  | ******           |  | September 1, 1998
(contract completed)         
|   
|ii) |  | 1) GE-1A Satellite Transponder Service
Agreement for the lease of transponders
(Contract No. A-1043);                                                                                                                                             |  | *******          |  | September 22, 2000
(basically for 10 year
term)
|   
|    |  | 2) Restructuring Agreement for deferring
payments outstanding under the transponder
agreement                                                                                                                                                     |  | *******          |  | February 15, 2002                              
|   
|    |  | 3) Galaxy has issued a rescind letter to AAP
to rescind the transponder agreement on April
30, 2002                                                                                                                                               |  |                  |  |                                                
|   
|    |  | 4) Amendment No.1 to the AAP-1 (formerly
GE-1A) Transponder Service Agreement (Contract
No. A-1043) for suspension or termination of
the transponder lease on certain conditions                                                                  |  |                  |  | February 18, 2003                              
|   
|    |  | 5) Settlement Agreement for settlement of all
claims under GE-1A Satellite Transponder
Service Agreement, Restructuring Agreement and
Service Contract for GE-1A Network Monitoring
and Control Services and Operational and
Maintenance Services |  | *******          |  | February 14, 2003                              

59



---



##### 



|     |  |                                                                                                                                                                                                                                                                                             |  |                  |  |                                      
|---- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---------------- |  | -------------------------------------
|     |  |                                                                                                                                                                                                                                                                                             |  | Current Monthly/ |  |                                      
|     |  | Name of Documents                                                                                                                                                                                                                                                                           |  | Yearly Fee       |  | Date                                 
|     |  |                                                                                                                                                                                                                                                                                             |  |                  |  |                                      
|     |  | 6) Letter agreement giving an option to
SES-Americom to request Galaxy to provide
future network monitoring services for AMC13
satellite                                                                                                                                                    |  |                  |  | February 18, 2003                    
|    
|iii) |  | 1) Service Contract for GE-1A Network
Monitoring and Control Services and
Operational and Maintenance Services                                                                                                                                                                              |  | ******           |  | September 22, 2000 (10
years term)   
|    
|     |  | 2) Amendment No.1 to the Service Contract for
AAP-1 (formerly GE-1A) Network Monitoring
and Control Service and Operational and
Maintenance Services for suspension of
network monitoring fee until resume the
usage of AAP-1 transponders under the
Transponder Service Agreement with AAP |  | *******          |  | February 18, 2003                    
|    
|iv)  |  | Service Charge for Operation of Signal
Transmission between TVC MCR and Asia Plus in
Central District                                                                                                                                                                                       |  | ******           |  | September 19, 2000 (2
years contract)

60



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##### 



|      |  |                                                                                                                                                                                                                                                                                       |  |                  |  |                                                                                                                                                                  
|----- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---------------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |  |                                                                                                                                                                                                                                                                                       |  | Current Monthly/ |  |                                                                                                                                                                  
|      |  | Name of Documents                                                                                                                                                                                                                                                                     |  | Yearly Fee       |  | Date                                                                                                                                                             
|      |  |                                                                                                                                                                                                                                                                                       |  |                  |  |                                                                                                                                                                  
|v)    |  | Agreement for the Provision of Compressed
Digital Video Service between Galaxy Satellite
Broadcasting Limited and MATV Limited  MCPC
Service on APSTAR-2R C band                                                                                                                     |  | ******           |  | February 21, 2001 (3 years
term)                                                                                                                                 
|     
|      |  | Agreement for the Provision of Compressed
Digital Video Service  Letter Agreement to
vary contract terms                                                                                                                                                                             |  | *******          |  | January 30, 2003 (extended
for another 2 years term
to expire on March 17,
2006)
(Note: contract signed but
subject to approval of
MATVs Engineering
Department)
|     
|vi)   |  | Agreement for the Provision of Satellite
Digital Uplink Services between Galaxy
Satellite Broadcasting Limited and edge2net,
Inc; and Addendum to the Agreement for the
Provision of Satellite Digital Uplink
Services; and Amendment to edge2nets Circuit
and Bandwidth Requirement |  | *******          |  | June 23, 2000 (contract
terminated)
December 22, 2000
(terminated) June 16, 2001
(terminated)                                                                    
|     
|vii)  |  | Term Sheet of Uplink Service for Asia Telecom
(including relevant correspondence)                                                                                                                                                                                                     |  | ******           |  | October 15, 2001 (2 years
term)                                                                                                                                  
|     
|viii) |  | Agreement for the Provision of Satellite
Digital Uplink Services between Galaxy
Satellite Broadcasting Limited and AT&T
Digital Media Centers  Hong Kong (formerly
TCI National Digital Television Centre)                                                                           |  | *******          |  | October 11, 1999
(original term  2 years
but is extended to June
30, 2003 by letter dated
March 5, 2002)                                                        
|     
|ix)   |  | Telesat Consulting Services Agreement between
Telesat Canada and Galaxy Satellite
Broadcasting Limited for satellite
co-ordination consulting services                                                                                                                                |  | ********         |  | October 28, 2002 (2 months
term  contract expired)                                                                                                              

61



---



##### 



|       |  |                                                                                                                                                                    |  |                  |  |                                                                                                                            
|------ |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | ---------------- |  | ---------------------------------------------------------------------------------------------------------------------------
|       |  |                                                                                                                                                                    |  | Current Monthly/ |  |                                                                                                                            
|       |  | Name of Documents                                                                                                                                                  |  | Yearly Fee       |  | Date                                                                                                                       
|       |  |                                                                                                                                                                    |  |                  |  |                                                                                                                            
|x)     |  | Galaxys Service for Asia Plus                                                                                                                                     |  | ********         |  | 29 November 2002 (1-yeara
fixed term)                                                                                      
|      
|xi)    |  | TV Uplink Service in Analogue Format for Asia
Plus                                                                                                                 |  | ********         |  | 11 December 2002 (1-yeara
fixed term)                                                                                      
|      
|xii)   |  | Other material Intellectual Property licences                                                                                                                      |  | ********         |  |                                                                                                                            
|      
|xiiii) |  | Other material agreement with suppliers and
customers who are Affiliates                                                                                           |  | *******          |  |                                                                                                                            
|      
|xiv)   |  | Employment Contracts                                                                                                                                               |  | *********        |  |                                                                                                                            
|      
|xv)    |  | Insurance policies referred to in Section 28                                                                                                                       |  |                  |  |                                                                                                                            
|      
|xvi)   |  | Performance Bond made in favour of the Hong
Kong Government pursuant to the Pay TV Licence                                                                         |  | *********        |  | June 13, 2001                                                                                                              
|      
|xvii)  |  | Letter of Guarantee No MOC 00/062 made in
favour of the Telecommunications Authority of
Hong Kong pursuant to the Fixed
Telecommunication Network Services Licence |  | *****            |  | April 14, 2000 and the
Letter of Guarantee was
released by the
Telecommunications
Authority of Hong Kong on
October 2, 2002
|      
|xviii) |  | Letter of Guarantee No MOC 00/217 made in
favour of Americom Asia-Pacific, LLC for
rental of transponders                                                          |  | *********        |  | October 20, 2000 and the
Letter of Guarantee was
fully drew by Americom
Asia-Pacific, LLC on March
25, 2002                
|      
|xix)   |  | The transactions with Affiliates as disclosed
in Section 47 below                                                                                                  |  | ********         |  |                                                                                                                            
|      
|xx)    |  | Cooperation Agreement with China Greatland for
provision of uplink and playback service for a
satellite television channel to AsiaSat 3S                           |  | ********         |  | October 21, 2002 (two
years term subject to
landing right granted by
PRC and formal contract)                              
|      
|xxi)   |  | Satellite Uplink Service with Speedcast
Limited for uplink service to AsiaSat 2 C Band                                                                             |  | ********         |  | February 5, 2003 (six
months term commencing
February 15, 2003)                                                            

62



---



##### 



|      |  |                                                                                                                                                  |  |                  |  |                                                                                                                                      
|----- |  | ------------------------------------------------------------------------------------------------------------------------------------------------ |  | ---------------- |  | -------------------------------------------------------------------------------------------------------------------------------------
|      |  |                                                                                                                                                  |  | Current Monthly/ |  |                                                                                                                                      
|      |  | Name of Documents                                                                                                                                |  | Yearly Fee       |  | Date                                                                                                                                 
|      |  |                                                                                                                                                  |  |                  |  |                                                                                                                                      
|xxii) |  | Letter Agreement for Uplink of Hallmark
Channel with Crown Media International, LLC
for provision of uplink service and sub-lease
of transponder |  | *********        |  | February 14, 2003 (36
months from Operational
Service Date, i.e. between
June 16, 2003 to June 30,
2003 as determined by
Crown Media)



|(b) |  | a true and complete written summary of each oral contract, purchase of
fixed assets by purchase order, internal transfer of fixed assets that
involves more than US$10,000, obligation or commitment of Galaxy and
including those which may fall within Section 40(i) to (xv) of Annex 2.
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|    |  | Please refer to the Summary of Fixed Assets that involves more than
US$10,000 as at 31 December 2002 furnished by Galaxy.                                                                                                                                                                 

Insurance

46.

Please refer to Section 28.

63



---



##### 



Transactions with Affiliates

47.

|     |  |                                                                                                                                                                                                      |  |                 |  |                                                              
|---- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | --------------- |  | -------------------------------------------------------------
|     |  | Description of Transaction                                                                                                                                                                           |  | Contract Amount |  | Date of Issue                                                
|     |  |                                                                                                                                                                                                      |  |                 |  |                                                              
|i)   |  | Teleport Loan                                                                                                                                                                                        |  | *****           |  |                                                              
|    
|ii)  |  | Television Broadcasts Limited and Galaxy
Satellite Broadcasting Limited  Channel Supply
Agreement                                                                                                   |  | ******          |  | September 4, 2001 (5 year
term renewable for
another 5 years)
|    
|iii) |  | Letter agreement between TVB Satellite TV
Entertainment Ltd and Galaxy to provide 4.5 MHz
of capacity to Galaxy                                                                                      |  | *****           |  | February 6, 2003 (expire
on March 31, 2003)                  
|    
|iv)  |  | 1) TVB (Australia) Pty. Ltd. and Galaxy
Satellite Broadcasting Limited  Customer
Service Agreement for providing call centre and
related services                                                   |  | *******         |  | February 10, 2001
(perpetual with 90 days
termination notice)
|    
|     |  | 2) Variation of Contract  Customer Service
Agreement to vary the term to
automatically renewed on yearly basis                                                                                      |  |                 |  | February 5, 2003
(automatically renewed on
yearly basis)     
|    
|v)   |  | 1) Galaxy Satellite Broadcasting Limited and
TVB Satellite TV Entertainment Limited
(formerly know as Galaxy Entertainment
Limited)  Uplink Services Agreement for
TVB8 and Xing He to PAS-2 C band |  | ******          |  | December 12, 2000
(perpetual with 90 days
termination notice)
|    
|     |  | 2) Memorandum  Uplink Services Agreement to
confirm the charge for TVB8 and Xing He
from January 1, 2002 onwards shall remain
at HK$61,750 per channel per month                                    |  | *****           |  | December 31, 2001                                            

64



---



##### 



|    |  |                                                                                                                                                                                                                                          |  |                 |  |                                              
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | --------------- |  | ---------------------------------------------
|    |  | Description of Transaction                                                                                                                                                                                                               |  | Contract Amount |  | Date of Issue                                
|    |  |                                                                                                                                                                                                                                          |  |                 |  |                                              
|    |  | 3) Notice of Termination  Uplink Service
Agreement to terminate the agreement on
May 1, 2003                                                                                                                                            |  |                 |  | January 29, 2003                             
|   
|    |  | 4) Withdrawal of Notice of Termination  Uplink
Services Agreement to withdraw the
termination notice dated January 29, 2003                                                                                                             |  |                 |  | February 11, 2003                            
|   
|    |  | 5) Variation of Contract  Uplink Services
Agreement to terminate one uplink service
for TVB Xing He Channel on February 28,
2003 and vary the service period for TVB8
Channel to expire on March 31, 2006                               |  | *****           |  | February 11, 2003
(expire March 31, 2006)    
|   
|vi) |  | 1) Galaxy Satellite Broadcasting Limited and
Galaxy Entertainment Limited (now known as
TVB Satellite TV Entertainment Limited) 
Technical Services Agreement (Playback and
Uplink) for TVB 8 and Xing He channels on
Apstar IIR C band |  | ******          |  | November 26, 1999 (5
years term)             
|   
|    |  | 2) Memorandum  Uplink Service for TVB8 and
Xing He Channels to renew the uplink
service for TVB 8 and Xing He channels to
expire on December 31, 2005 and also to
change the uplink from Apstar IIR to
Asiasat 3S from March 1, 2003    |  | ******          |  | September 24, 2002
(expire December 31, 2005)
|   
|    |  | 3) Supplemental Agreement to Technical
Services Agreement (Playback and Uplink) 
Extension of Playback Service to extend
the playback service for a term of two
years to December 31, 2004                                              |  | *****           |  | January 23, 2003 (expire
on December 31, 2004

65



---



##### 



|      |  |                                                                                                                                                                                                  |  |                 |  |                                                              
|----- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | --------------- |  | -------------------------------------------------------------
|      |  | Description of Transaction                                                                                                                                                                       |  | Contract Amount |  | Date of Issue                                                
|      |  |                                                                                                                                                                                                  |  |                 |  |                                                              
|vii)  |  | Galaxy Satellite Broadcasting Limited and TVBI
Company Limited  Uplink Services
Agreement for TVBS-Asia on PAS-2                                                                                |  | *****           |  | December 12, 2000
(expired on June 30, 2000)                 
|     
|viii) |  | 1) Galaxy Satellite Broadcasting Limited and
TVBI Company Limited  Technical Services
Agreement for TVBJ Channel and miscellaneous
programs on PAS-2 (Playback and Uplink)                      |  | ********        |  | December 12, 2000
(perpetual with 90 days
termination notice)
|     
|      |  | 2) Variation of Contract  Technical Services
Agreement (Playback and Uplink) to confirm
termination of the playback service on
June 30, 2002 and to extend the uplink
service to March 31, 2006 |  |                 |  | February 5, 2003 (expire
March 31, 2006)                     
|     
|ix)   |  | Memorandum  Monthly Charge of Using Digital
Server for TVBJ Live Operation (with relevant
supporting documents)                                                                                 |  | *******         |  | July 9, 2001 (monthly
term)                                  
|     
|x)    |  | Memorandum  Betacam SP Loan to Australia DTH
Project for promos production (with relevant
supporting documents)                                                                                 |  | ******          |  | October 24, 2001 (monthly
term)                              
|     
|xi)   |  | TVB (Australia) Pty. Ltd. and Galaxy Satellite
Broadcasting Limited  Technical Services
Agreement to provide uplink and playback
service for Australia DTH platform on PAS-8                    |  | ********        |  | December 20, 2000 (10
years term)                            

66



---



##### 



|      |  |                                                                                                                                                              |  |                 |  |                                                                       
|----- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | --------------- |  | ----------------------------------------------------------------------
|      |  | Description of Transaction                                                                                                                                   |  | Contract Amount |  | Date of Issue                                                         
|      |  |                                                                                                                                                              |  |                 |  |                                                                       
|xii)  |  | 1) Television Broadcasts Limited and Galaxy
Satellite Broadcasting Limited  Services
Agreement for providing general administration
and ancillary services  |  | ********        |  | February 7, 2003
(renewable on yearly
basis)                          
|     
|      |  | 2) Memorandum for Services Agreement to
confirm service fee for 2003                                                                                         |  | ********        |  | February 7, 2003                                                      
|     
|xiii) |  | Television Broadcasts Limited and Galaxy
Satellite Broadcasting Limited  Licence for
use of properties in Shaw House and TV City                            |  | *********       |  | January 29, 2003 (to
expire three months after
relocation to TVB City)
|     
|xiv)  |  | Television Broadcasts Limited and Galaxy
Satellite Broadcasting Limited for licence to
use properties in Tseung Kwan O for its pay TV
and teleport operation |  | ********        |  | [Under negotiation]                                                   
|     
|xv)   |  | TVB (Australia) Pty. Limited and Galaxy
Satellite Broadcasting Limited for satellite
signal monitoring and delivery                                          |  | ********        |  | Feburary 4, 2003 (for a
term of one year from
December 1, 2002)       
|     
|xvi)  |  | Galaxy Satellite Broadcasting Limited and TVBI
Company Limited  Technical Services Agreement
(Playback) to provide playback services to
TVBJ-SCV Channel    |  | *********       |  | January 10, 2003 (6 years
term from March 1, 2003)                    
|     
|xvii) |  | Galaxy Satellite Broadcasting Limited and TVB
Broadcasts Limited  Temproray Licence of a
Portion of the third floor at TVB House                            |  | **********      |  | 4 February, 2003 (for two
months from February 4,
2003)               

67



---



##### 



Asterisks ("**") indicate omitted
material.

Annex 3
to
Subscription and Shareholders Agreement





[intentionally
omitted]





















|   |                                       
|-- | --------------------------------------
|68 | SUBSCRIPTION
AND SHAREHOLDERSAGREEMENT



---



##### 



Asterisks ("**") indicate omitted
material.

Annex 4
to
Subscription and Shareholders Agreement

3-Year Business Plan





****************
 
****************
 
****************
 
****************
 
****************
 
****************
 
****************
 
****************
 
****************
 
****************
 
****************
 
****************
 
****************
 
****************
 
****************
 
****************





|   |                                       
|-- | --------------------------------------
|69 | SUBSCRIPTION
AND SHAREHOLDERSAGREEMENT



---



##### 



Asterisks ("**") indicate omitted
material.

Annex 5
To
Subscription and Shareholders Agreement

Guangdong Channel Supply Parameters

Pursuant to Section 8.3 of this Agreement, TVB (or any of its Affiliates) and
the Company or its Subsidiary shall negotiate in good faith on the following
parameters, subject to a definitive agreement on channel supply, :-

|   |  |                                                                                                                                                                                                                                                      
|-- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1. |  | Channels                                                                                                                                                                                                                                             
|   |  | (i)     TVB 24-hour Cantonese News Channel;
(ii)    Cantonese General Entertainment Channel;
(iii)   Children/Family Channel;
(iv)   TVB8;
(v)    TVB Xing He Channel; and
(vi)   Any other channel(s) to be mutually agreed by the relevant parties.
|  
|2. |  | Exclusivity                                                                                                                                                                                                                                          
|   |  | An exclusive pay TV broadcasting right of all or part of the above channels                                                                                                                                                                          
|  
|3. |  | Territory                                                                                                                                                                                                                                            
|   |  | Guangdong Province, PRC.                                                                                                                                                                                                                             
|  
|4. |  | License Fee                                                                                                                                                                                                                                          
|   |  | (i)     A minimum guarantee payment;
(ii)    A share of subscription revenue generated in the Territory; and
(iii)   A share of advertising revenue generated in the Territory.                                                                      
|   |  |                                                                                                                                                                                                                                                      
|5. |  | License Period                                                                                                                                                                                                                                       
|   |  | 5 years or such other period to be mutually agreed, plus one 5-year renewal period.                                                                                                                                                                  





|   |                                       
|-- | --------------------------------------
|70 | SUBSCRIPTION
AND SHAREHOLDERSAGREEMENT



---



##### 



Asterisks ("**") indicate omitted
material.

Annex 6
to
Subscription and Shareholders Agreement

Dispute Resolution Procedures for Budget Related Deadlocks

If, pursuant to Section 10.1(d), a disputed matter is to be resolved as provided
in this Annex, then, during the period commencing on the Resolution Deadline and
expiring at 12:00 noon in Hong Kong on the 60th day thereafter (Option
Period), Intelsat shall have the right (Put
Option), subject to clauses 6 and
7 below, to require TVB to purchase all but not less than all of the Shares
owned by Intelsat and its Affiliates (Option Shares). Intelsat may exercise
the Put Option at any time during the Option Period by notice (Put Exercise
Notice) delivered to TVB specifying that Intelsat is exercising the Put Option
pursuant to this Section.



|1. |  | Upon receipt by Intelsat of the Put Exercise Notice, as provided above, TVB
shall, subject to clauses 6 and 7 below, become obligated to purchase all
the Option Shares at the Put Price. The sale and purchase of the Option
Shares pursuant to the Put Option shall be consummated on a date (Put
Closing Date) mutually agreed by the Shareholders, but in any event not
later than 90 days following the receipt by TVB of the Put Exercise Notice.
On the Put Closing Date, (i) Intelsat shall sell, convey, transfer and
assign to TVB all right, title and interest in and to the Option Shares,
free and clear of all Liens arising by or through Intelsat; (ii) Intelsat
shall deliver to TVB certificates representing the Option Shares, duly
endorsed to TVB or in blank (as specified by TVB), together with evidence
of the payment of all transfer taxes relating thereto; and (iii) TVB shall
pay to Intelsat the Put Price.                                                                                                         
|-- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|2. |  | Upon the issuance by Intelsat of a Put Exercise Notice, the Shareholders
shall endeavour to agree on the appointment of an Independent Appraiser, as
an expert and not as an arbitrator, to conduct a valuation of the Company
and the Company Business (Valuation) as provided below; provided,
however, that if the Shareholders are unable to agree on the appointment of
an Independent Appraiser within 15 days following the issuance of the Put
Exercise Notice, then either Shareholder may request that the President of
the Hong Kong Society of Accountants specify or recommend an Independent
Appraiser, and any Person so specified or recommended shall thereupon
become the Independent Appraiser hereunder; provided, however, that if such
Person declines such appointment, then the President of the Hong Kong
Society of Accountants may be asked to specify or recommend another Person
for such purpose and such specification or recommendation shall be binding
on the parties hereto upon such Persons acceptance thereof.
|  
|3. |  | Upon the appointment of an Independent Appraiser, the Shareholders shall
jointly instruct such Independent Appraiser (a) to determine the fair
market value of Company, specified in US Dollars on the basis of what an
informed and willing seller under no compulsion to sell and an informed and
willing buyer under no compulsion to purchase would pay for all of all of
the Shares or all of the assets, properties, business and liabilities of
the Company, in each case in a bona fide, arms length transaction under
the market conditions then prevailing, assuming for such purpose that all
licenses, permits, privileges, contracts and obligations of                                                                                                                                                                                                                                                                                                                                                                                  





|   |                                       
|-- | --------------------------------------
|71 | SUBSCRIPTION
AND SHAREHOLDERSAGREEMENT



---



##### 



Asterisks ("**") indicate omitted
material.

the Company would remain unimpaired as a result of such transaction and without
discounting such valuation by reason of any voting interest or control
arrangements (the valuation of the Company so determined and expressed in US
Dollar terms is herein called the Company Valuation); provided, however, that
if the valuation provided by the Independent Appraiser sets forth a range of
values, then, for purposes of this Agreement, the Company Valuation shall be the
average of the two values set forth at either end of such range; (b) to complete
such Company Valuation within 60 days following such Independent Appraisers
acceptance of its appointment hereunder; and (c) to deliver a copy of the
Company Valuation to each Shareholder.



|4. |  | The price that TVB shall be obligated to pay to Intelsat in respect of the
exercise by Intelsat of the Put Option (herein called Put
Price) shall be
the product of (i) the Company Valuation, determined as provided above,
times (ii) a fraction, the numerator of which shall be the number of Shares
owned by Intelsat and the denominator of which shall be the total number of
Shares.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|-- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|5. |  | Subject to clauses 6 and 7 below, TVB shall pay the Put Price in cash on
the Put Closing Date by wire transfer of immediately available US Dollar
funds to an account designated by Intelsat.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|  
|6. |  | If, notwithstanding the foregoing, TVB does not desire to purchase the
Option Shares or is otherwise prohibited by law from consummating its
purchase of the Option Shares, then TVB may deliver a notice to Intelsat
within ten (10) days following the Shareholders receipt of the Company
Valuation pursuant to clause 4 above, specifying its election not to
purchase the Option Shares; provided, however, that, if TVB does not so
notify Intelsat in writing within such 10-day period, then TVB shall be
obligated to consummate the acquisition of the Option Shares and to pay
Intelsat the Put Price as provided above.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|  
|7. |  | If TVB notifies Intelsat of TVBs election not to purchase the Option
Shares, then, from the date of Intelsats receipt of such notice, Intelsat
may assume the responsibility and authority for selling the Company, by
sale of the Shares, sale and transfer of the Companys assets and
liabilities or other disposition transaction specified by Intelsat. In
doing so, Intelsat may engage a recognized and reputable independent bank
or investment banking firm to solicit interest in such a transaction, and
the parties shall give such bank or firm access to the Group Companies
books and records and personnel and shall otherwise fully cooperate with
such banks or investment banks efforts to prepare all relevant offering
materials to facilitate such solicitation process and such offer and sale
of the Company. If, in the course of such efforts, (a) a potential buyer of
the Shares or an acquiror of the assets and liabilities of the Company or
other acquiror of the Company is identified, (b) the consideration that
such Person is willing to pay in such transaction is not less than the
Company Valuation, and (c) the terms of such transaction do not impose on
Intelsat or TVB any obligation or liability to which Intelsat or TVB is not
then subject (other than post-closing indemnification obligations), then
Intelsat may require TVB and any Group Company to proceed to consummate
such transaction, and the parties shall proceed in good faith to consummate
such transaction as soon as reasonably practicable. The costs and expenses
of such solicitation process and the costs and expenses of any such
transaction, including any bank or investment bank fees and





|   |                                       
|-- | --------------------------------------
|72 | SUBSCRIPTION
AND SHAREHOLDERSAGREEMENT



---



##### 



Asterisks ("**") indicate omitted
material.

any legal fees and expenses, shall be borne by the Company. The consideration
received upon the consummation of such transaction, net of such costs and
expenses, shall be allocated between the Shareholders pro rata on the basis of
the percentage that such Shareholders Shares bears to the total number of
Shares then outstanding.





|   |                                       
|-- | --------------------------------------
|73 | SUBSCRIPTION
AND SHAREHOLDERSAGREEMENT