Exhibit 10.6  Company Disclosures
                                                                         ANNEX V
                                                                              TO
                                                   SECURITIES PURCHASE AGREEMENT


                               COMPANY DISCLOSURE

Authorized Shares/Issuance of Purchased Shares

As reported in the  Company's  Current  Report on Form 8-K filed with the SEC on
April 5, 2004, the Company intended to amend its certificate of incorporation to
increase the number of authorized  shares of its Common Stock to 500,000,000 and
to effectuate,  by means of a declared stock  dividend,  a 3:1 stock split.  The
Company has been advised that certain  necessary  corporate  action may not have
been taken. As a result the Company can not currently issue additional shares of
Common  Stock,  including  the  Purchased  Shares  acquired by the Buyers on the
Closing Date.

The Company  represents  to the Buyer that the Company has  obtained the written
consent  of  shareholders  holding  in excess of 50% of the  outstanding  shares
consenting to the increase in the authorized  shares to at least 500,000,00 and,
to the  extent  shareholder  action  is  needed  in  connection  therewith,  the
effectuation,  via  a  stock  dividend  or  otherwise,  of  a  3:1  stock  split
(collectively,  the "Corporate  Actions"),  and that the Corporate  Actions have
been approved by the Board of Directors of the Company.

It is understood that the Purchased  Shares represent shares of the Common Stock
of the Company  after the 3:1 stock split  included  in the  Corporate  Actions.
Similarly  the terms of the Warrants  (including  the initial  number of Warrant
Shares and the initial Exercise Price) refer to shares and prices after such 3:1
stock  split.  (The  Purchased  Shares are  subject to further  adjustment  with
respect  to any other  capital  adjustments,  similar to those  contemplated  by
Section 6 of the Warrants, effected between the date of this Securities Purchase
Agreement and the actual issuance of the Purchased Shares.)

On May 13, 2004, the Company filed a preliminary  Information Statement with the
SEC intending to reflect the Corporate  Actions as approved by the  shareholders
and the Board of Directors.

The Company warrants to the Buyer that the Company will:

     (i) modify or amend the preliminary Information Statement, and if necessary
     or appropriate,  file the same with the SEC, to reflect  comments,  if any,
     made by the SEC,

     (ii) file with the SEC and circulate to the Company's shareholders,  in the
     manner  contemplated  by relevant rules and regulations of the SEC, a final
     Information  Statement,  reflecting such Corporate  Actions within ten (10)
     Trading  Days of the  earlier  of the  SEC's  approval  of the  preliminary
     Information Statement (or any subsequent amendment or modification thereof)

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     or the tenth day after the  latest  filing of the  preliminary  Information
     Statement  (the date such  final  Information  Statement  is first  sent to
     shareholders, the "Information Statement Mailing Date"and the twentieth day
     after Information Statement Mailing Date is referred to as the "Information
     Statement Effectiveness Date"),

     (iii)  effectuate the change in the Company's  certificate of incorporation
     within five (5) Trading  Days of the  Information  Statement  Effectiveness
     Date, and

     (iv) deliver the Stock  Certificates for the Purchased Shares to the Escrow
     Agent  within  three  (3)  Trading  Days  after the  Information  Statement
     Effectiveness  Date,  together  with an opinion of counsel that such shares
     are duly authorized and issued and non-assessable, for immediate release to
     the Buyers (the "Issue Date Opinion").

The  foregoing  representations,  warranties  and  covenants  are  deemed  to be
representations,  warranties and covenants made by the Company in the Securities
Purchase  Agreement.  If, for any reason whatsoever,  the Stock Certificates for
the  Purchased  Shares and the  opinion  referred to in clause (v) above are not
delivered  to the Escrow  Agent by the date which is three (3) months  after the
Closing Date (the "Final Issue Date"),  the Company shall be obligated to pay to
the Buyer an amount (the "Default  Amount") equal to the Purchase Price plus any
accrued Periodic Amounts  contemplated by the Registration Rights Agreement plus
any  other  amounts  then  due  to  the  Buyer  as  contemplated  by  any of the
Transaction  Agreements,  in  accordance  with,  and subject  to, the  following
provisions.

To secure the Company's  Obligations (as defined below; it being understood that
such term  includes the Company's  obligation  to pay the Default  Amount or any
portion thereof, including, without limitation any Periodic Amounts due prior to
or as of the filing of the Registration Statement),  the Company and the Pledgor
(as defined below) shall,  on or prior to the Closing Date,  execute and deliver
the Security Interest and Pledge Agreement (the "Pledge  Agreement") in favor of
the  Buyers.  Pursuant to the Pledge  Agreement,  among  other  things,  (i) the
Company will grant the Buyer a security  interest in the Buyer's Allocable Share
of the  Reserved  Escrow  Funds (as that  term is  defined  in the Joint  Escrow
Instructions)  and (ii) Media Finance En Suisse Holdings GMBH, (the  "Pledgor"),
an affiliate of the  Company,  will pledge for each Buyer the Buyer's  Allocable
Share of 20,000,000  shares of Common Stock (the  "Pledged  Shares") held by the
Pledgor. The Pledge Agreement will designate Krieger & Prager LLP (the "Security
Interest Agent") to hold the security  interest in the Reserved Escrow Funds and
the Pledged Shares (collectively,  the "Collateral") as agent for the Buyers. It
will be a  condition  of  closing  under  Section 8 of the  Securities  Purchase
Agreement that (i) the Pledge Agreement,  in the form of Exhibit A to this Annex
V, be executed by the Company and the Pledgor and delivered to the Escrow Agent,
and (ii) that the Pledgor  deliver to the  Security  Interest  Agent one or more
certificates  representing the Pledged Shares, together with sufficient executed
stock powers, with medallion  guarantees,  if required by the Company's transfer
agent,  together with an opinion of counsel  required by such transfer agent, to
enable the Security Interest Agent to cause, if the conditions  specified in the
Pledge  Agreement  occur,  the  appropriate  portion of the Pledged Shares to be
transferred to each of the Buyers.

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If, for any reason  whatsoever,  the  Purchased  Shares have not been issued and
delivered  by the Final  Issue  Date,  the  Company  shall be in  default of its
obligations to each Buyer. As used herein, the term  "Obligations"  means all of
the  obligations  of the  Company  to the  Buyer  under  the terms of all of the
Transaction  Agreements,  including,  without  limitation the provisions of this
Annex V.

The Company and the Pledgor (as evidenced by the Pledgor's acknowledgment at the
foot of this Annex V) agree that the damages for such  default  shall be paid on
the first  Trading Day after the Final Issue Date (such first  Trading  Day, the
"Payment Date"), as follows:

     (1) First,  an amount  equal to the Buyer's  Allocable  Share of the Escrow
     Balance (as that term is defined in the Joint Escrow Instructions) shall be
     paid to each Buyer, which amount shall be applied in the following order of
     priority of amounts due to the Buyer:  (a) first, to any Obligations of the
     Company to the Buyer other than any accrued  Periodic Amounts (as that term
     is defined in the  Registration  Rights  Agreement)  and the payment of any
     outstanding  balance of the Initial  Purchase  Price;  (b)  second,  to any
     accrued  Periodic Amounts as of the Payment Date; and (c) third, on account
     of the Purchase Price; provided,  however, that any Obligations not paid in
     full as a result of the  application of the Escrow Balance shall remain due
     and  outstanding  from the Company to the Buyer.  The amount  applicable to
     clause (c) of the  immediately  preceding  sentence  is  referred to as the
     "Returned  Cash Purchase  Price." The Purchase Price less the Returned Cash
     Purchase Price is referred to as the "Purchase Price Balance."

     (2) Then, the Buyer's  Purchase Price Balance shall be paid by the transfer
     to each  Buyer of a number  of shares  (the  "Transferred  Shares")  of the
     Pledged  Shares  equal to (x) the  Purchase  Price  Balance for that Buyer,
     divided by (y) the Per Share Purchase Price (provided,  however, the number
     of  Transferred  Shares  issued to any Buyer shall not exceed that  Buyer's
     Allocable Share of the Pledged Shares).

     (3) Then, if for any reason, the aggregate  Obligations of the Company have
     not been  satisfied by the  application  of the preceding  provisions,  the
     Purchase  Price Balance and any other unpaid  Obligations  shall be due and
     payable  immediately by the Company to the Buyer. In such event,  interest,
     computed on the basis of  consecutive  30-day  months,  shall accrue on the
     unpaid  Purchase  Price  Balance  at the rate which is the lower of one and
     one-half percent (1.5%) per month or the maximum rate permitted by law from
     the Payment Date until the date  payment is actually  made (and any partial
     payment shall be applied first to accrued  interest on all such outstanding
     Obligations, and then to the principal of such outstanding Obligations).

Notwithstanding  the  foregoing,  the security  interest in the Reserved  Escrow
Funds shall be released in accordance with the provisions of Section 1(b) of the
Joint Escrow Instructions.

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The foregoing provisions are intended to reflect how the accrued but unsatisfied
aggregate  Obligations  as of the Payment Date, if there is a Payment Date,  are
intended  to be  satisfied.  To the extent  (but only to the  extent)  that such
Obligations  are satisfied in accordance  with the provisions of paragraphs (1),
(2) and (3) above, such Obligations shall be deemed satisfied (provided no claim
is made for the  return or  cancellation  of any funds or shares  received  by a
Buyer on account of the application of such provisions).

Except as  contemplated  by the  preceding  paragraph,  nothing in the foregoing
provisions of this Annex V or in the Pledge Agreement is intended to release the
Company from any of its obligations1 under any of the Transaction Agreements.

Outstanding Financing Agreements

The Company is party to one or more  outstanding  agreements,  each entered into
prior to the date hereof, pursuant to which the Company has agreed to sell up to
10,000,000 shares of Common Stock in Regulation S transactions. The transactions
for approximately 6,000,000 of these shares have already been consummated.

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1 These  obligations  include,  but  are not  necessarily  limited  to:  (a) the
Company's  obligations  under the Registration  Rights Agreement with respect to
the registration of the Registrable  Shares,  payment of additional  accruals of
Periodic  Amounts,  and the maintenance of the effectiveness of the Registration
Statement,  (b) the Company's  obligations  to issue Option Shares in accordance
with the  terms of the  Securities  Purchase  Agreement,  and (c) the  Company's
obligations to honor exercises of the Warrants in accordance with their terms.

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Consents

The Company is party to certain  agreements with GCH Capital (for itself and for
certain  other  investors)  and to  certain  Lock  Up  Agreements  with  certain
shareholders which may include provisions  limiting the Company's right to enter
into and consummate the transactions contemplated by the Transaction Agreements.
In addition,  the Company has issued certain  instructions to its transfer agent
which  may  limit  the  Company's  right  to  enter  into  and  consummate  such
transactions.  It  will  be a  condition  of  closing  under  Section  8 of  the
Securities Purchase Agreement that the Company obtain the written consent of GCH
Capital,  in form and  substance of Exhibit 2 to this Annex V, to the  Company's
entering into and consummating  such transactions and modifying the instructions
given to the transfer agent.

The  Company  represents  that the  consent of GCH  Capital  referred  to in the
preceding  paragraph is the only consent needed to make the  representations  in
the Securities Purchase Agreement true and correct as of the Closing Date.

Consulting Fees

The Company has agreed to pay Consulting  Fees of $150,000 to GCH Capital out of
the first proceeds otherwise payable to the Company on the Closing Date.

Litigation

A default  judgment for $11,700 was entered  against the Company in Civil Action
No. AR04-001266 filed in Pennsylvania for unsolicited e-mail communication.


Acknowledged and Agreed to:

                          SATELLITE ENTERPRISES CORP.

By:
   --------------------------------
Name and Title:
               --------------------

Acknowledged   and   agreed  to  with   respect  to  the   section   "Authorized
Shares/Issuance of Purchased Shares" above PLEDGOR:
MEDIA FINANCE EN SUISSE HOLDINGS GMBH

By:
   --------------------------------
Name and Title:
               --------------------

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