Exhibit 10.7 Pledge Agreement

                                                                       EXHIBIT A
                     SECURITY INTEREST AND PLEDGE AGREEMENT


     SECURITY INTEREST AND PLEDGE AGREEMENT  ("Pledge  Agreement"),  dated as of
May 19, 2004,  by and among the persons set forth on Schedule 1 (each a "Secured
Party" and collectively,  the "Secured Parties"), SATELLITE ENTERPRISES CORP., a
Nevada corporation having its principal  executive offices at 205 Church Street,
Suite 340, New Haven,  Connecticut 06510 (the "Company" or the "Debtor"),  MEDIA
FINANCE EN SUISSE  HOLDINGS GMBH (the  "Pledgor") and KRIEGER & PRAGER,  LLP, as
agent for the Secured. Parties (the "Agent").

                                    RECITALS

     A. Reference is made to (i) that certain  Securities  Purchase Agreement of
even date herewith (the  "Securities  Purchase  Agreement") to which the Company
and the Secured  Parties are parties,  and (ii) the  Transaction  Agreements (as
that term is defined in the Securities Purchase Agreement),  including,  without
limitation,  (x) the Joint Escrow Instructions and (y) Annex V to the Securities
Purchase  Agreement ("Annex V").  Capitalized terms not otherwise defined herein
shall have the meanings ascribed to them in the relevant Transaction Agreements.

     B.  Pursuant  to  the  Transaction  Agreements,   the  Debtor  has  certain
obligations to the Secured Parties (all such  obligations,  the  "Obligations"),
including,  but not limited to, (x)  obligations to pay Periodic  Amounts if the
Registration  Statement is not filed by the Required  Filing Date (the "Periodic
Amount  Obligation")  and (y) to deliver  the  Purchased  Shares  (with  related
supporting  documentation  as provided in the  Transaction  Agreements) no later
than the Final Issue Date (the "Purchased Share Delivery Obligation").

     C. To secure the  Obligations,  (i) the Debtor has agreed to secure certain
the  Periodic  Amount  Obligations  due as of  the  filing  of the  Registration
Statement  by granting the Secured  Parties a security  interest in the Reserved
Escrow Funds, and (ii) the Pledgor has agreed to pledge certain shares of Common
Stock of the Company held by the Pledgor to the Secured  Parties as security for
the  performance of the Company's  Purchased  Share Delivery  Obligation and the
performance  by the  Pledgor  under the terms of Annex V executed by the Pledgor
(the "Guarantee").

     D. The Pledgor is a principal  shareholder of the Debtor and has determined
that it is in the Pledgor's best  interests,  including to the benefit the other
interests  of the  Pledgor in the  Company,  to provide  the pledge  referred to
herein.

     E. The Secured  Parties are willing to enter into the  Securities  Purchase
Agreement  and the other  Transaction  Agreements  only upon  receiving  (i) the
Debtor's  execution of this Pledge Agreement and (ii) Pledgor's  guarantee under
the Guarantee  and pledge of certain stock of the Company,  as set forth in this
Pledge Agreement.

                                        1
<PAGE>

     NOW, THEREFORE,  in consideration of the premises, the mutual covenants and
conditions contained herein, and for other good and valuable consideration,  the
receipt and  sufficiency  of which are hereby  acknowledged,  the parties hereto
hereby agree as follows:

     1. Grant of Security Interest.

          (a)  To  secure  the   Debtor's   Obligations   as  of  the  date  the
               Registration  Statement,  in form contemplated by the Transaction
               Agreements,  is actually  filed with the SEC (the "Actual  Filing
               Date"),  Debtor hereby grants to Secured  Parties (and to each of
               them based on the Buyer's  Allocable Share of such Secured Party)
               a security  interest in the Reserved  Escrow  Fund.  Each Secured
               Party and the  Pledgor  acknowledges  that upon  delivery  of the
               Stock  Certificates  for the Purchased  Shares and the Issue Date
               Opinion (collectively, the "Purchased Stock Delivery"), a portion
               of the Reserved Escrow Fund may be released to the Company in the
               manner  contemplated  by the terms of  Section  1(b) of the Joint
               Escrow  Instructions.  In  furtherance  of  the  foregoing,  each
               Secured Party hereby  releases any security  interest it may have
               in the amount  contemplated  to be released to the Company  upon.
               the Purchased Stock Delivery.  If there is any such release,  the
               term  "Reserved  Escrow  Fund"  shall  thereafter  refer  to  the
               original  Reserved  Escrow  Fund less the amount so  released  in
               connection  with the  Purchased  Stock  Delivery.  Such  Reserved
               Escrow Fund, together with any substitutes therefor (if permitted
               with the consent of a Majority  in  Interest  of the  Holders) or
               proceeds  thereof,  are  hereinafter  referred  to as  the  "Fund
               Collateral."

          (b)  To secure the Purchased  Share Delivery  Obligation and the other
               Obligations  of Debtor and the  Pledgor's  obligations  under the
               Guarantee, the Pledgor hereby pledges to the Secured Parties (and
               to each of them  based  on the  Buyer's  Allocable  Share of such
               Secured  Party),  all of the shares of Common  Stock set forth on
               the attached Schedule 2 of this Agreement (the "Pledged Shares").
               Unless  otherwise set forth on Schedule 2 of this Agreement,  the
               Pledgor is the  beneficial and record owner of the Pledged Shares
               set forth opposite such  Pledgor's  name on such  Schedule.  Such
               Pledged  Shares,  together  with  any  substitutes  therefor,  or
               proceeds thereof, are hereinafter referred to collectively as the
               "Share Collateral."

          (c)  The Fund  Collateral  and the Share  Collateral  are  referred to
               collectively as the "Collateral."

          (d)  The Company  represents and warrants to the Secured  Parties that
               the Pledged Shares are duly  authorized,  validly  issued,  fully
               paid and  non-assessable and that it will not permit the transfer
               of the  Pledged  Shares  except in  accordance  with this  Pledge
               Agreement while the same is in effect.

          (e)  (i) The Company has given  written  notice to the Transfer  Agent
               regarding  the creation of the  security  interest of the Secured
               Parties in the Share  Collateral.  The Company has instructed the
               Transfer  Agent (A) to record on its books the  existence of such
               security  interest  with  respect to the Pledged  Shares,  (B) to
               transfer  Pledged Shares in accordance  with the  instructions of
               the Agent without  further action of the Company,  and (C) except
               upon such  instructions  of the Agent or until written  notice is
               given by the Agent that such security  interest has been released
               to the  Pledgor in whole or in part,  to not allow a transfer  of
               the shares  representing  any part of the Share  Collateral or to
               replace the certificates representing the Share Collateral.

                                        2
<PAGE>

               (ii) The  Pledgor  hereby  consents  to  the  provisions  of  the
                    preceding  subparagraph  (i) and  authorize  the  Company to
                    provide such notice and instructions to the Transfer Agent.

               (iii)The Transfer  Agent has  confirmed to the Agent that (i) the
                    Transfer Agent has received such notice and instructions and
                    (ii)  without the prior  written  consent of the Agent,  the
                    Transfer  Agent will not take any action  inconsistent  with
                    such notice or instructions.

     1.   Obligations  Secured.  During the term hereof,  the  Collateral  shall
          secure the following:

          a.   The performance by the Company of its obligations, covenants, and
               agreements under the Transaction Agreements; and

          b.   The performance by the Pledgor of its obligations, covenants, and
               agreements under the Guarantee.

The obligations,  covenants and agreements  described in clauses (a) and (b) are
the "Obligations."

     3.   Perfection  of  Security  Interests.  Upon  execution  of this  Pledge
          Agreement by the Debtor and the Pledgor,

          (a)  the  Agent,  acting as agent for the  Secured  Parties,  shall be
               deemed  to hold  the  Reserve  Escrow  Fund  for the  purpose  of
               perfecting the security interest therein; and

          (b)  the Pledgor  shall  deliver and transfer  possession of the stock
               certificates  identified opposite such Pledgor's name on Schedule
               2 of this Agreement (the "Pledged  Certificates"),  together with
               stock  transfer  powers duly executed in blank by the  registered
               owner  of the  shares  represented  by  such  Certificates,  with
               appropriate  Medallion signature  guaranty1 ("Stock Powers"),  to
               the  Secured  Parties to be held by the  Agent,  as agent for the
               Secured Parties.

          (c)  The Collateral will be held by the Agent, to perfect the security
               interest of the Secured Parties, until the earlier of

               (i) the termination of this Agreement, or

               (ii) foreclosure  of  Secured  Party's   security   interests  as
                    provided herein.

--------
1 The Medallion  signature  guaranty  requirement will be satisfied by any other
format for  confirmation of the Pledgor's  signature which the Transfer Agent is
willing to accept in connection  with the transfer of the Pledged  Shares to the
Secured  Parties,  provided the Transfer Agent has confirmed such willingness to
the Agent in writing.
                                        3
<PAGE>

          (d)  The  Debtor and the  Pledgor,  and each of them,  hereby  appoint
               Samuel M.  Krieger or Ronald  Nussbaum  (each one of whom may act
               independently),  as attorney-in-fact with powers of substitution,
               to execute all documents  and perform all acts as Secured  Party,
               may  reasonably  request in order to perfect and maintain a valid
               security interest for Secured Party in the Collateral.

     4.   Assignment.  Only in connection  with the transfer of the rights under
          the  Transaction  Agreement in accordance  with their terms, a Secured
          Party may  assign or  transfer  the whole or any part of its  security
          interest granted  hereunder,  and may transfer as collateral  security
          the whole or any part of  Secured  Party's  security  interest  in the
          Collateral.  Any transferee of the Collateral shall be vested with all
          of the rights and powers of the assigning Secured Party hereunder with
          respect to the Collateral.

     5.   Pledgor's Warranty.  The Pledgor represents and warrants hereby to the
          Secured  Parties as follows  with  respect to the  Pledged  Shares set
          forth opposite such Pledgor's name on Schedule 2 to this Agreement:

          A. With respect to title to the Transferred Shares

               (i)  that upon transfer by Pledgor of such Pledgor's Certificates
                    and  Stock  Powers  to  Secured  Parties  pursuant  to  this
                    Agreement  at such time,  if any, as the  occurrence  of the
                    events  contemplated  by  Annex  V  which  provide  for  the
                    transfer of the  Transferred  Shares to the  Secured  Party,
                    each Secured Party (to extent of the Buyer's Allocable Share
                    of such Secured Party) will have good title (both record and
                    beneficial) to the Pledged Shares;

               (ii) that there are no  restrictions  upon transfer and pledge of
                    the  Pledged  Shares  pursuant  to the  provisions  of  this
                    Agreement except the restrictions  imposed by Rule 144 under
                    the Securities Act of 1933;

               (iii)that  the   Pledged   Shares  are  free  and  clear  of  any
                    encumbrances of every nature whatsoever, such Pledgor is the
                    sole owner of the Pledged  Shares,  and such shares are duly
                    authorized, validly issued, fully paid and non-assessable,

               (iv) that such  Pledgor  has owned the Pledged  Shares  since the
                    date specified on Schedule 2 to this Agreement,

               (v)  that  such  Pledgor  agrees  not to  grant  or  create,  any
                    security interest,  claim, lien, pledge or other encumbrance
                    with respect to such Pledgor's  Pledged Shares or attempt to
                    sell,  transfer or  otherwise  dispose of any of such shares
                    until  the  Obligations  have  been  paid  in  full  or this
                    Agreement has terminated; and

          B. With respect to certain other matters:

               (i)  that  such  Pledgor  has  made  necessary  inquiries  of the
                    Company and believes that the Company fully intends to

                                        4
<PAGE>

                    fulfill and has the capability of fulfilling the Obligations
                    to be performed by the Company in accordance  with the terms
                    of the Transaction Agreements,

               (ii) that the Pledgor is not  acting,  and has not agreed to act,
                    in any plan to sell or  dispose of the  Pledged  Shares in a
                    manner intended to circumvent the registration  requirements
                    of the Securities Act of 1933, as amended, or any applicable
                    state law,

               (iii)that  Pledgor has been advised by counsel of the elements of
                    a bona-fide pledge for purposes of Rule 144(d)(3)(iv)  under
                    the  Securities  Act of  1933,  as  amended,  including  the
                    relevant  SEC  interpretations  and  affirms  the  pledge of
                    shares by such  Pledgor  pursuant to this  Pledge  Agreement
                    will  constitute  a  bona-fide  pledge  of such  shares  for
                    purposes of such Rule, and

               (iv) that this Pledge  Agreement  constitutes a legal,  valid and
                    binding obligation of such Pledgor enforceable in accordance
                    with its terms  (except as the  enforcement  thereof  may be
                    limited by bankruptcy,  insolvency,  fraudulent  conveyance,
                    reorganization,   moratorium,   and  similar  laws,  now  or
                    hereafter in effect).

     6.   Collection of Dividends  and Interest.  During the term of this Pledge
          Agreement  and  so  long  as  the  Debtor  is not  default  under  the
          Obligations  and the  Pledgor is not in default  under the  Guarantee,
          Pledgor  is  authorized  to  collect  all  dividends,   distributions,
          interest  payments,  and other amounts that may be, or may become, due
          on the Share Collateral.

     7.   Voting Rights. During the term of this Pledge Agreement and until such
          time as this Pledge  Agreement  has  terminated  or Secured  Party has
          exercised  its rights under this Pledge  Agreement  to  foreclose  its
          security  interest  in the Share  Collateral,  Pledgor  shall have the
          right to exercise any voting rights  evidenced by, or relating to, the
          Share Collateral.

     8.   Warrants  and  Options.  In the event  that,  during  the term of this
          Pledge  Agreement,  subscription,  warrants,  dividends,  or any other
          rights  or  option  shall be  issued  in  connection  with  the  Share
          Collateral,  such  warrants,  dividends,  rights and options  shall be
          immediately  delivered  to  Secured  Party to be held  under the terms
          hereof in the same manner as the Share Collateral.

     9.   Preservation of the Value of the Share Collateral and Reimbursement of
          Secured Party.  Pledgor shall pay all taxes,  charges, and assessments
          against the Share Collateral and do all acts necessary to preserve and
          maintain the value  thereof.  On failure of Pledgor so to do,  Secured
          Party may make such payments on account thereof as (in Secured Party's
          discretion) is deemed  desirable,  and Pledgor shall reimburse Secured
          Party  immediately on demand for any and all such payments expended by
          Secured Party in enforcing,  collecting,  and  exercising its remedies
          hereunder.

     10.  Default and Remedies.

          (a) For purposes of this Agreement, "Event of Default" shall mean

                                        5
<PAGE>

               (i)  the occurrence of any one or more events contemplated by the
                    Transaction Agreements which provides for the application of
                    the Fund  Collateral (or any part thereof) to be paid to the
                    Secured  Parties  and/or  the  transfer  of the  Transferred
                    Shares to the Secured Parties;

               (ii) any default in the performance by the Company or the Pledgor
                    of any of the Obligations or the Guarantee,  as the case may
                    be, after the  expiration,  without cure, of the cure period
                    (but only if any such period is specifically provided in the
                    Transaction Agreements); and

               (ii) a   breach   by  a   Pledgor   of  any  of  such   Pledgor's
                    representations, warranties, covenants or agreements in this
                    Pledge Agreement.

          (b)  During the term of this Pledge Agreement, the Secured Party shall
               have the  following  rights after any Event of Default and for so
               long as the Secured Obligations are not satisfied in full:

               (i)  the rights and remedies  provided by the Uniform  Commercial
                    Code as adopted by the State of New York (as said law may at
                    any time be amended),  except that the Secured  Party waives
                    any right to a deficiency  pursuant to Section 9-608 thereof
                    or otherwise;

               (ii) the right to receive and retain all dividends,  payments and
                    other  distributions  of  any  kind  upon  any or all of the
                    Pledged Shares as additional Collateral;

               (iii)to the extent of the Buyer's  Allocable Share of the Secured
                    Party,  the right to cause any or all of the Pledged  Shares
                    and all  additional  Collateral to be transferred to its own
                    name and have such transfer  recorded in any place or places
                    deemed appropriate by Secured Party; and

               (iv) the  right to sell,  at a public  or  private  sale,  to the
                    extent of the Buyer's  Allocable Share of the Secured Party,
                    the Collateral or any part thereof for cash,  upon credit or
                    for  future  delivery,  and  at  such  price  or  prices  in
                    accordance with the Uniform Commercial Code (as such law may
                    be amended from time to time); it being  understood that one
                    or  more  of the  Secured  Parties  may,  but  shall  not be
                    required to, take such actions jointly.  Upon any such sale,
                    Secured  Party shall have the right to  deliver,  assign and
                    transfer to the  purchaser  thereof the  Collateral so sold.
                    Secured  Party shall give the Pledgor not less than ten (10)
                    days written  notice of its intention to make any such sale.
                    Any such  sale  shall be held at such  time or times  during
                    ordinary business hours and at such place or places as

                                        6
<PAGE>

                    Secured  Party may fix in the notice of such  sale.  Secured
                    Party may adjourn or cancel any sale or cause the same to be
                    adjourned from time to time by  announcement at the time and
                    place  fixed for the sale,  and such sale may be made at any
                    time or place to which the same may be so adjourned. In case
                    of any sale of all or any part of the Collateral  upon terms
                    calling for payments in the future,  any  Collateral so sold
                    may be retained by Secured  Party until the selling price is
                    paid by the purchaser thereof, but Secured Party shall incur
                    no liability in the case of the failure of such purchaser to
                    take up and pay for the  Collateral so sold and, in the case
                    of such failure, such Collateral may again be sold upon like
                    notice.  Secured Party,  however,  instead of exercising the
                    power of sale  herein  conferred  upon it, may  proceed by a
                    suit or suits at law or in equity to foreclose  the security
                    interest and sell the  Collateral,  or any portion  thereof,
                    under a judgment or decree of a court or courts of competent
                    jurisdiction,  the  Pledgor  having been given due notice of
                    all such action. Secured Party shall incur no liability as a
                    result of a sale of the Collateral or any part thereof.

          (c)  Notwithstanding  anything in this Agreement to the contrary,  the
               Secured Party may only exercise the rights and remedies set forth
               in this Section 10 with respect to up to the aggregate  number of
               shares of Common  Stock  equal to the  Transferred  Shares,  and,
               simultaneously with such exercise (provided,  however,  that such
               exercise  shall be  deemed  complete  only  when the  Transferred
               Shares  have  been  issued  and  delivered  to the  Escrow  Agent
               together  with the other  document  contemplated  by Annex V; the
               "Completed  Delivery"),  the  Purchase  Price  Balance  shall  be
               reduced accordingly, as provided in Annex V.

          (d)  Should the Secured  Parties (or any of them)  exercise the rights
               set forth in clauses (b)(ii) or (b)(iii) of this Section 10, upon
               the Completed Delivery, the Secured Party(ies) so acting shall be
               deemed to assign to the  Pledgor,  without  recourse,  all of the
               rights and benefits of such Secured  Party(ies) to payment of the
               Purchase Price Balance.

     11.  Waiver.  Each of the Debtor and the  Pledgor  waives any right that it
          may have to require Secured Party to proceed against any other person,
          or proceed against or exhaust any other security,  or pursue any other
          remedy Secured Party may have.

     12.  Term of Agreement.  This Pledge Agreement shall continue in full force
          and effect until (a) with respect to the Fund  Collateral,  the filing
          of the Registration  Statement in the form and manner  contemplated by
          the Transaction Agreements (and the application of the Fund Collateral
          to satisfaction of any cash Obligations  accrued and outstanding as of
          such date),  and (b) with respect to the Share  Collateral,  until the
          earlier of the delivery to the Escrow Agent of the Stock Certificates,
          together  with  supporting  documentation,   as  contemplated  by  the
          Transaction Agreements,  or the Completed Delivery with respect to all
          Secured Parties. At the relevant time, the security interests in the

                                        7
<PAGE>

          relevant  Collateral shall be deemed released,  and (x) any portion of
          the  Fund  Collateral  remaining  at such  time  shall be  applied  as
          contemplated  by the Joint  Escrow  and (y) any  portion  of the Share
          Collateral not transferred to any one or more Secured Parties shall be
          returned  to the  Pledgor  (and for such  purpose,  delivery  to Jerry
          Gruenbaum,  Esq. of New Haven, Connecticut shall deemed to comply with
          such return  requirement).  Upon termination of this Pledge Agreement,
          the relevant Collateral shall be returned within five (5) Trading Days
          to Debtor or to the Pledgor, as contemplated above.

     13. Provisions Affecting the Agent.

          (a)  The Agent is acting as agent for the Secured  Parties  solely for
               the administrative convenience of the Debtor, the Pledgor and the
               Secured Parties.

          (b)  The Agent is authorized to execute and file any and all financing
               statements  desired to be filed by the Secured Parties to reflect
               the  security   interest  in  the   Collateral  in  any  and  all
               jurisdictions.  For such  purposes,  each of the  Debtor  and the
               Pledgor  irrevocably  appoints  the  Agent  (acting  by Samuel M.
               Krieger or Ronald  Nussbaum,  or either  one of them),  with full
               power  of   substitution  to  execute  and  file  such  financing
               statements naming the Debtor and the Pledgor as debtors thereon.

          (c)  Reference  is made to the  provisions  of  Sections 2 through 12,
               inclusive of the Joint Escrow  Instructions.  All such provisions
               are  incorporated  herein by  reference as if set forth herein in
               full, except that, for such purposes,  the references  therein to
               (i) the "Escrow  Agent" shall be deemed to be  references  to the
               "Agent" under this Pledge Agreement,  (ii) the "Company" shall be
               deemed to be  references  to the Debtor and to the Pledgor  under
               this Pledge Agreement,  and (iii) each "Buyer" shall be deemed to
               be references to each Secured Party under this Pledge Agreement.

     14. General Provisions:

          14.1 Binding  Agreement;  No Modification  of Transaction  Agreements.
               This Pledge  Agreement  shall be binding  upon and shall inure to
               the  benefit of the  successors  and  assigns  of the  respective
               parties  hereto.  Except  to  the  extent  specifically  provided
               herein,  nothing in this Pledge  Agreement  shall limit or modify
               any provision of any of the Transaction Agreements

          14.2 Captions. The headings used in this Pledge Agreement are inserted
               for  reference  purposes  only and shall not be deemed to define,
               limit, extend,  describe, or affect in any way the meaning, scope
               or  interpretation  of any of the  terms  or  provisions  of this
               Pledge Agreement or the intent hereof.

          14.3 Counterparts.  This Pledge  Agreement may be signed in any number
               of  counterparts  with the same effect as if the signatures  upon
               any  counterpart  were  upon  the  same  instrument.  All  signed
               counterparts  shall be deemed  to be one  original.  A  facsimile
               transmission  of this signed Pledge  Agreement shall be legal and
               binding on all parties hereto.

                                        8
<PAGE>

          14.4 Further  Assurances.  The parties hereto agree that, from time to
               time upon the  written  request  of any party  hereto,  they will
               execute and deliver such further documents and do such other acts
               and things as such party may reasonably request in order fully to
               effect the purposes of this Pledge Agreement.  The Transfer Agent
               Instructions  annexed  hereto are deemed an integral part of this
               Pledge Agreement.

          14.5 Waiver of Breach. Any waiver by either party of any breach of any
               kind or character whatsoever by the other, whether such be direct
               or implied,  shall not be construed as a continuing  waiver of or
               consent to any subsequent breach of this Pledge Agreement.

          14.6 Cumulative  Remedies.  The rights  and  remedies  of the  parties
               hereto shall be construed  cumulatively,  and none of such rights
               and remedies  shall be exclusive  of, or in lieu or limitation of
               any other right, remedy, or priority allowed by applicable law.

          14.7 Amendment.  This  Pledge  Agreement  may be  modified  only  in a
               written  document  that  refers to this Pledge  Agreement  and is
               executed by Secured Party, the Pledgor and the Debtor.

          14.8 Interpretation.  This  Pledge  Agreement  shall  be  interpreted,
               construed,  and enforced according to the substantive laws of the
               State of New York.

          14.9 Governing  Law.  This Pledge  Agreement  shall be governed by and
               construed in  accordance  with the laws of the State of New York.
               Each of the parties  consents to the  jurisdiction of the federal
               courts whose  districts  encompass  any part of the County of New
               York or the state  courts of the State of New York sitting in the
               County of New York in connection  with any dispute  arising under
               this Pledge  Agreement and hereby  waives,  to the maximum extent
               permitted by law, any objection, including any objection based on
               forum non  coveniens,  to the bringing of any such  proceeding in
               such jurisdictions.

          14.10WAIVER OF JURY TRIAL. The parties to this Pledge Agreement hereby
               waive a trial by jury in any action,  proceeding or  counterclaim
               brought by any of them against any other in respect of any matter
               arising out or in connection with this Pledge Agreement.

          14.11Notice. Any notice or other  communication  required or permitted
               to be given  hereunder  shall be  effective  upon  receipt.  Such
               notices  may be  sent  (i) in the  United  States  mail,  postage
               prepaid and  certified,  (ii) by express  courier  with  receipt,
               (iii)  by  facsimile  transmission,   with  a  copy  subsequently
               delivered  as in (i) or (ii)  above.  Any  such  notice  shall be
               addressed or transmitted as follows:

                                        9
<PAGE>

     If to Pledgor, to:

     Media Finance En Suisse Holdings GMBH
     c/o Jerry Gruenbaum, Esq.
     SEC Attorneys, LLC
     205 Church Street, Suite 340
     New Haven, CT 06510
     Tel:  (203) 401-8089
     Fax:  (203) 286-2267

     If to the Debtor,  any Secured Party, or the Agent, to the addresses of the
Company, the relevant Buyer and the Escrow Agent,  respectively,  as provided by
the Securities Purchase Agreement.

     Any party may change its  address  by notice  similarly  given to the other
parties  (except  that a Secured  Party  need not give  notice to other  Secured
Parties).

          14.12Acknowledgement  by Debtor  and  Pledgor.  In the event  that any
               provision of the  Transaction  Agreements,  the Guarantee or this
               Pledge Agreement as applied to any party or  circumstances  shall
               be  adjudged by a court to be invalid or  unenforceable,  each of
               the Debtor or the Pledgor,  as the case may be,  acknowledges and
               agrees  that  this  Pledge   Agreement  shall  remain  valid  and
               enforceable in all respects against the Debtor and the Pledgor.


               [THE REMAINDER OF THIS PAGE IS INTENTIONALLY BLANK.
              THE SIGNATURES OF THE PARTIES ARE ON THE NEXT PAGE.]


                                       10
<PAGE>

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

     SECURED PARTIES (named in Schedule 1):
     By:  Krieger & Prager LLP, as their agent


     By:
        --------------------------------------



     DEBTOR:
     SATELLITE ENTERPRISES CORP.



     By:
        --------------------------------------
                    President


     PLEDGOR:
     MEDIA FINANCE EN SUISSE HOLDINGS GMBH



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


     AGENT:
     KRIEGER & PRAGER, LLP

     By:
        ----------------------------------------

                                       11
<PAGE>

                                   SCHEDULE 1

         The Secured Parties are:

-------------------------------------- -----------------------------------------
Name                                    Address
-------------------------------------- -----------------------------------------
-------------------------------------- -----------------------------------------

SSN#
-------------------------------------- -----------------------------------------
-------------------------------------- -----------------------------------------

SSN#
-------------------------------------- -----------------------------------------
-------------------------------------- -----------------------------------------

SSN#
-------------------------------------- -----------------------------------------
-------------------------------------- -----------------------------------------

SSN#
-------------------------------------- -----------------------------------------
-------------------------------------- -----------------------------------------

SSN#
-------------------------------------- -----------------------------------------

The "Buyer's Allocable Share" of each Secured Party is determined as provided in
the Securities Purchase Agreement.


                                       12
<PAGE>

                                   SCHEDULE 2

     The  following  shares are pledged  hereunder as the Pledged  Shares,  each
certificate in the name of:

Holders Name      Certificate No.       No. of Shares        Date of Acquisition

Media Finance En
      Suisse GMBH     2462               20,000,000            February 12, 2004

                                         ----------
                                Total:   20,000,000 shares
                                         ==========