Exhibit
      10.1

     

    

     

    PROGRAM
      SERVICE AGREEMENT

     

    THIS
      SERVICE AGREEMENT (hereinafter, “Agreement”),
      made
      this 23rd day of May 2007, between CSI Digital, Inc., an Oregon corporation
      incorporated under the laws of the State of Oregon with offices at 921 SW
      Washington, Suite 716, Portland, OR 97205 (“CSI Digital”), and Microwave
      Satellite Technologies,
      Inc. (MST) a New Jersey corporation with offices at 259-263 Goffle Road,
      Hawthorne, NJ 07506 (“Customer”).
      CSI
      Digital and Customer shall each be referred to herein individually as a
“Party”
      and
      collectively as the “Parties.”

     

    WHEREAS,
      CSI Digital (and its designees or partners), is procuring, installing and
      constructing certain
      super
      headend facilities (the “Super
      Headend”)
      that
      will enable CSI Digital to aggregate video and audio channel programming, encode
      those channels into MPEG-4 format, and up-convert and re-transmit those
channels
      via one or more satellites to Customer’s downlink facilities or those of its own
      customers (collectively,
      the
“Transport
      Services”);

     

    WHEREAS,
      CSI Digital intends to offer such Transport Services to video program customers
      operating
      within
      the United States and its territories;

     

    WHEREAS,
      CSI Digital (and its designees or partners) intend to provide authorized access
      to satellite
      delivered cable television programming services (“Programming
      Services”)

     

    WHEREAS,
      Customer desires to procure from CSI Digital, and CSI Digital desires to provide
      to Customer,
      the Transport Services and/or Programming Services which Customer intends to
      use
      as a component
      part of
      its own integrated, end-to -end programming that it will offer to its own retail
      customers within the United States (the “retail customers”).

     

    NOW,
      THEREFORE, in consideration of the mutual covenants and undertakings contained
      herein, and
      subject
      to and on the terms and conditions herein set forth, the Parties hereto agree
      as
      follows:

     

    ARTICLE
      1

    TERM

    1.1. Term.
      This Agreement shall be effective as of the date first set forth above. CSI
      Digital shall commence
      provision of the Transport Services as of July 23, 2007 (the “Transport Service
      Commencement
      Date”)
      and, unless sooner terminated in accordance with the provisions contained
      herein, this Agreement shall continue for a period of five (5) years from the
      “Transport Service Commencement Date” (the “Term”), provided that, in the event
      CSI Digital is not ready and able to provide the Transport Services in
      accordance with the specifications set forth in Exhibits
      A and B
      hereto
      as of the Transport Service Commencement Date, and that MST is ready to receive
      the content, then, no later than September 23, 2007, CSI Digital shall provide
      the services as described in Exhibit
      G
      hereto.

     

    ARTICLE
      2

    CSI
      DIGITAL TRANSPORT AND PROGRAMMING SERVICES

     

    2.1 Transport
      Services.

     

    
      
        
           

        

        
           

          
            

          

        

        
           

        

      

    

     

    

     

     

    (a)  From
      and
      after the Transport Service Commencement Date and continuing during the
      remainder of the Term, CSI Digital shall provide to Customer the Transport
      Services, which consist of the Super
      Headend and space segment services as more particularly described in Exhibits
      A, and B
      hereto.
      As a part
      of the
      Transport Services, during the Term, CSI Digital (and its designees or partners)
      shall also provide Super Headend Operational Center services (the “SHOC
      Services”)
      to
      Customer 24 hours per day, 365 days per year, as described in Exhibits
      A and B.
      For the
      avoidance of doubt, CSI Digital shall provide the SHOC Services only to
      Customer, not Customer’s retail customers.

     

    (b)  Customer
      shall ensure that its own facilities and operations conform to the
      specifications set forth in Exhibits
      A and B and H hereto.
      Customer’s use of its own conditional access system, including equipment
      co-location and interface with CSI Digital’s facilities, shall be subject to the
      Parties’ mutual agreement regarding the terms and conditions of such use as
      provided for via a separate agreement to be executed by the Parties. If such
      terms and conditions are agreed upon, Customer‘s use of its own conditional
      access system shall not in any case hinder CSI Digital’s ability to re-purpose
      the space segment capacity used by CSI Digital to provide the Transport
      Services.

     

    (c)  CSI
      Digital may in its sole discretion introduce from time to time during the Term
      additional services as part of its Super Headend platform, such as Video on
      Demand content or Pay Per View content services, or other services within CSI
      Digital’s existing services portfolio. If and when CSI Digital decides
      to offer any such service, it shall promptly make Customer aware of the
      availability of such services. In
      the
      event that Customer desires to obtain any such services from CSI Digital then
      CSI Digital shall meet and negotiate with Customer the terms and conditions
      related to the use thereof through an amendment of this Agreement.

     

    (d)  The
      Parties will conduct review meetings approximately every six (6) months
      following the Transport Service Commencement Date to discuss the commercial
      performance of the Transport Services.

     

    2.2
      Channel
      Lineup.

     

    (a) Exhibit
      C
      hereto sets forth the programming services with respect to which CSI Digital
      will provide the Transport Services hereunder, which shall be subject to change
      by CSI Digital upon, where practicable, not less than sixty (60) days prior
      written notice to Customer (the “Channel Lineup”). If so requested
      by Customer, CSI Digital’s transmission of additional programming services
      beyond those contained in
      the
      Channel Lineup will be subject to CSI Digital’s receipt of additional
      compensation from Customer in an
      amount
      to be mutually agreed upon.

     

    2.3
      Programming
      Services.

     

    (a) Programming
      Services are the satellite cable programming channels which Customer
      may
      receive for distribution within a System Location as set forth in Exhibit C
      hereto.

     

    2.4
      MPEG
      Related Patent License Fees.

     

    (a) CSI
      Digital represents and warrants to Customer that CSI Digital itself does not
      require any
      MPEG
      patent licenses in order to perform its obligations under this Agreement and
      is
      not liable for payment
      of any
      fees associated therewith. CSI Digital shall indemnify Customer in accordance
      with Section 6.1 against any claims that Customer is liable for payment of
      any
      such license fees arising out of CSI Digital’s breach of such representation and
      warranty.

    
       

      
        
          
             

          

          
             

            
              

            

          

          
             

          

        

      

       



     

     

    (b) Except
      as
      provided in subparagraph (a), any license and/or user fees related to the
transmission,
      delivery or use by Customer of MPEG-4 linear programming signals during the
      Term, which are not
      covered by CSI Digital’s encoding vendors, shall be the sole responsibility of
      Customer and Customer shall indemnify
      CSI Digital in accordance with Section 6.1 against any claims that CSI Digital
      (and its designees or
      partners) is liable for payment of such fees as they pertain to Customer’s use
      of MPEG-4 linear programming signals.

     

    ARTICLE
      3

    CUSTOMER
      SERVICES

     

    3.1  Customer
      Services.
      Customer
      will offer the Programming Services as its own integrated, end-to-end
      programming transmission service (the “Customer Services”) to retail customers
      that reside or are located within
      the United States of America and its protected territories (the “Territory”).
      Under no circumstances shall
      Customer
      provide any services that utilize CSI Digital’s Transport Services to any person
      or entity outside the Territory. In connection with its provision of the
      Customer Services, Customer shall be solely responsible for all
      billing and collection, sales and promotional support, software maintenance,
      ad
      insertion services, initial set-up
      technical support and all on-going technical support to its own retail
      customers. As part of its service offering, Customer shall use best efforts
      to
      obtain the necessary affiliate program carriage rights from Programmers to
      receive, distribute and exhibit the program content included in the Program
      Service.

     

    3.2  Retail
      Customers.

     

    (a)  Before
      providing the first of any Customer Services to a retail customer base, Customer
      shall give detailed written notice of the proposed services to CSI Digital
      as
      provided in Section 10.14 below, together
      with a list of the applicable Programming Services. CSI Digital shall promptly,
      but not later than five
      business
      days of receipt of Customer’s notice, seek confirmation from the applicable
      Programmer(s) of Customer’s
      authorization to receive and distribute the Programming Services for which
      authorization is sought.

     

    (b)  If
      CSI
      Digital receives notice from a Programmer of any expiration, termination, or
      curtailment (e.g., black-out notice) of the Customer’s previously confirmed
      authority, CSI Digital shall so advise
      Customer by written notice, and Customer shall, within three (3) business days
      of receipt of such notice
      (or
      sooner if required by CSI Digital’s applicable transport rights agreement with a
      Programmer) comply with the instructions given by the Programmer in its notice
      to CSI Digital. Customer acknowledges and agrees that CSI
      Digital may deactivate all or portion of its delivery of the Programming
      Services to Customer to the extent
      required
      to comply with the requirements of Programmers that are parties to CSI Digital’s
      Transport Rights agreements.

     

    (c)  Unless
      deactivation is requested or otherwise effected by CSI Digital pursuant to
      subparagraph
      (b) above, Customer shall give CSI Digital at least sixty (60) days’ prior
      written notice of its
      deactivation of its distribution of any Programming Service.

     

    (d)  To
      the
      extent provided in Section 6.1 below, Customer shall indemnify and hold CSI
      Digital (and its designees and partners) harmless from all losses of any kind,
      arising out of (i) the failure to obtain
      any requisite consent from CSI Digital, or (ii) any claim by a retail customer
      that CSI Digital, relying in good
      faith upon a Programmer notice, failed to provide that retail customer with
      previously authorized Program
      Service.

    
       

      
        
          
             

          

          
             

            
              

            

          

          
             

          

        

      

       

    

     

     

    

     

    (e) If
      Customer charges its own retail customers a service fee on a “per program”
basis, it may not charge any retail customer a fee for Customer’s transport of a
      particular Program Service that is different
      than that charged for its transport of other Program Services without prior
      authorization. For example,
      if
      Customer charges its retail customer a separate fee for the transport of Fox
      News, it may not charge a different fee for the transport of the Weather
      Channel.

     

    3.3 
      The Programming Services (including commercials) shall be delivered to
      Customer’s local head-end
      facilities in their entirety, without time delay (or acceleration),
      interruption, alteration, addition, deletion, or
      editing
      of any thereof.

     

    ARTICLE
      4

     

    SERVICE
      CHARGES

     

    4.1  
      Monthly
      Service Fee.

     

    (a)  With
      respect to each calendar month during the Term, beginning on the Transport
      Service Commencement
      Date and Programming Service Commencement Date (with the first and last months
      prorated), Customer
      agrees to pay to CSI Digital a monthly service fee (“MSF”), which shall be
      computed by multiplying the
      then-current average number (the “Monthly Subscriber Average”) of Service
      Subscribers (as defined below)
      by the
      applicable monthly service rates as set forth in Exhibit D. The Monthly
      Subscriber Average shall be computed as follows: the current month’s end balance
      Service Subscribers shall be added to the previous month’s end balance of such
      subscribers and the sum thereof shall be divided by two (2). Gratis Account
      Subscribers (as defined below) shall not be included for purposes of determining
      the Monthly Subscriber Average. CSI Digital may change the service rates set
      forth in Exhibit D from time to time upon no less than forty five (45) days
      prior written notice to Customer; provided, however, that any individual rate
      increase shall not exceed 25%. Once the initial Customer regional head-end
      is
      activated, CSI Digital shall use the estimated number of service subscribers
      set
      forth in Customer’s initial month’s projections to calculate the estimated MSF.
      Upon receipt of the initial Service Subscriber Activity report, pursuant to
      subparagraph (c) below, CSI Digital
      shall then compare the estimated MSF with the actual initial MSF and CSI Digital
      shall make a debit or
      credit
      adjustment to its MSF invoice reflecting the actual subscriber
      count.

     

    (b)  As
      used
      herein, the term:

     

    (i)  “Service
      Subscriber” shall mean each party authorized by Customer to receive Programming
      Services (irrespective of any payment delinquency). A Service Subscriber may
      include, but shall not be limited to, hotel and motel guest rooms, private
      offices, and patient rooms in hospitals, and bulk rate subscribers
      who are occupants of multiple dwelling complexes. For residential Service
      Subscribers, each single
      residential dwelling unit regardless of the number of integrated
      receiver-decoders (“IRD”) authorized by Customer
      shall be deemed a Service Subscriber; for hotel/motel rooms, hospital patient
      rooms, private business
      offices,
      and multiple dwelling complexes, the number of bulk rate Service Subscribers
      shall be determined by dividing the total monthly bulk rate charged by Customer
      to each multiple dwelling complexes by theaverage monthly service rate charged
      by Customer per non-bulk rate subscriber to the Programming
      Service.

     

    (ii)  “Gratis
      Account Subscriber” means a Service Subscriber that is a school or educational
      institution, or an employee of a Customer, to whom Programming Services are
      provided free of charge and from whom neither CSI nor the Customer receives
      subscriber fees or other compensation during the


    
       

      
        
          
             

          

          
             

            
              

            

          

          
             

          

        

      

       


     

     

    entire
      applicable month. Customer shall use commercially reasonable, good faith efforts
      to minimize the
      number
      of Gratis Account Subscribers.

     

    (iii) “Affiliate”
      means an entity that directly or indirectly (through one or more intermediaries)
      controls, is controlled by, or is under common control with the entity
      concerned.

     

    (c)
      Within three (3) business days after the end of each month during the Term,
      Customer shall
      submit to CSI Digital a true and correct report substantially in the form
      attached hereto as Exhibit E (the “Subscriber
      Activity Report”), certified by a duly authorized officer, and providing the
      following information:

     

    (i)  The
      total
      number of Service Subscribers as of the last day of the prior and current
      reporting months and the name and location of each Authorized System (including
      the calculation of bulk rate subscribers and the number of high definition
      and
      standard definition subscribers);

     

    (ii)  The
      number of Gratis Account Subscribers;

     

    (iii)  Such
      other information and reports as may reasonably be required by CSI Digital,
      and
      such reports as Customer may furnish to other programming services or program
      suppliers for general and non-confidential use.

     

    CSI
      Digital shall have the right to modify the form of the Subscriber Activity
      Report required of Customer
      hereunder.

     

    If
      Customer fails to furnish its Subscriber Activity Report in a timely manner,
      the
      Parties agree that applicable number
      of
      Service Subscribers served by such defaulting customer for the applicable
      reporting month shall be
      deemed
      to be 110% of the most recent subscriber data that is available. If and when
      Customer provides the actual subscriber data, the next succeeding MSF payment
      will be trued up to reflect any underpayment or overpayment by
      Customer.

     

    4.2  Payment.
      The MSF
      payment shall be paid pursuant to the following schedule:

     

    (a)  CSI
      Digital shall send Customer an invoice for the relevant MSF payment based on
      the
      information contained in the Subscriber Activity Reports delivered by Customer
      (Customer’s subscriber projections
      or additional information as may result from any audits performed pursuant
      to
      Section 4.3 below).
      Customer
      shall pay all amounts no later than fifteen (15) days after its receipt of
      the
      relevant invoice. All payments
      made or to be made under this Agreement shall be made in United States Dollars,
      and shall be made
      by check
      or in accordance with wire instructions given by CSI Digital.

     

    (b)  Overdue
      payments are subject to a late charge, calculated and compounded monthly,
and
      calculated at an annual rate of either (i) one percent (1%) over the prime
      rate
      available in New York City, as published
      in the Wall Street Journal on the first Monday (or the next bank business day)
      following the payment
      due
      date; or (ii) twelve percent (12%), whichever shall be higher. If the amount
      of
      the late payment charge exceeds the maximum permitted by law, the charge will
      be
      reduced to that maximum amount.

     

    4.3  
      Audit
      Rights.
      CSI
      Digital shall have the right, exercisable in its sole discretion and in each
      case
      upon at
      least seven (7) days’ advance notice, to verify the calculation and payment of
      the MSF payments, and Customer shall provide its best efforts to CSI Digital
      and
      its internal and external auditors and other

    
      
         

        
          
            
               

            

            
               

              
                

              

            

            
               

            

          

        

         

      

       

    

    

     

    representatives
      designated by CSI Digital from time to time with all reasonably necessary access
      during normal
      business
      hours to personnel, books, records, documents and information to enable them
      to
      verify the accuracy and completeness of reports and the number of Service
      Subscribers as of the last day of the prior and current reporting months (each,
      an “Audit”) and the MSF payments hereunder. Customer shall provide any
      assistance reasonably
      requested by CSI Digital in conducting any such Audit. Customer shall promptly
      pay to CSI Digital
      any
      amount demonstrated by the results of the audit to be owed to CSI Digital.
      In
      the event a dispute arises with
      respect to amounts claimed by CSI Digital, the Parties agree to work in good
      faith to resolve such dispute.
      If the
      Parties are unable to resolve such dispute, either Party may submit the matter
      to binding arbitration pursuant to the procedures set forth in Section 10.8(c)
      below. Such audits shall be conducted at CSI Digital’s sole cost, except that
      Customer shall reimburse CSI Digital for its reasonable costs and expenses
      of
      performance of any audit if Customer has underpaid CSI Digital by an aggregate
      of more than three percent (3%) during any 6 consecutive months of the audited
      period. The information derived from and the process of such review shall be
      subject to the confidentiality provisions of Section 10.2 and any third party
      auditor or representative shall be required to acknowledge in writing its
      agreement to such confidentiality provisions.

     

    4.4  Recordkeeping.
      Customer
      shall maintain at its respective principal place of business complete and
      accurate records of and supporting documentation for all transactions, financial
      and non-financial, that result from or are created in connection with its
      performance of its obligations hereunder, as well as the Customer Services
      in
      accordance with the requirements of generally accepted accounting principles
      applied on a
      consistent basis. Customer shall retain records related to the performance
      of
      obligations under this Agreement
      for at
      least two (2) years after expiration of the Term.

     

    4.5  Service
      Interruption Credits.
      The MSF
      payment shall be subject to a true-up if Customer demonstrates
      that it was entitled to, and receives, a service credit against a future invoice
      as a result of a Service
      Failure
      as defined in Exhibit
      F
      (an
“Interruption
      Credit”).
      In that
      case, the amount of such Interruption Credit shall be deducted from the invoice
      with respect to which the next MSF payment is due, provided that the amount
      of
      Interruption Credits deducted from any MSF payment shall not exceed ten (10)
      percent of that MSF payment, and in such an event, the additional Interruption
      Credits will be trued up through deduction from subsequent MSF
      payments.

     

    4.6  Maximization
      of Business.

     

    (a)  Customer
      shall, consistent with good business practice, use commercially reasonable,
      good
      faith efforts to maximize the number of retail customers.

     

    (b)  During
      the Term, neither Customer nor any Affiliates of Customer shall provide any
      services currently described in Exhibits A and B, directly or indirectly, to
      any
      unauthorized third party.

     

    (c)  During
      the Term, neither Customer nor any related Affiliates of Customer, shall obtain
      Transport Rights directly from CSI Digital Inc.’s wholesale partners nor from
      parties in competition with
      CSI
      Digital Inc. or its Transport partners for content that is or could be provided
      by CSI Digital or
      its
      Transport partners.

     

    4.7  FCC
      Obligations.
      Customer
      will be responsible for ensuring that it complies with applicable FCC
      requirements related to the Emergency Alert System and public interest
      programming requirements. CSI Digital
      shall obtain and maintain any required FCC authorizations in order to provide
      the Transport Services to
      Customer.


    
       

      
        
          
             

          

          
             

            
              

            

          

          
             

          

        

      

       

    

     

    

     

    ARTICLE
      5

    REPRESENTATIONS
      AND WARRANTIES

     

    5.1  Representations
      and Warranties.

     

    (a)  Each
      Party represents, warrants and covenants that as of the date of this Agreement
      (i)
      it
      has, and shall continue to have during the Term, the right (including but not
      limited to contractual rights),
      power
      and authority to enter into and perform its obligations hereunder and the
      execution, delivery and performance
      of this Agreement shall not result in the breach or non-performance of any
      document, instrument
      or
      agreement by which it is bound; (ii) the execution, delivery and performance
      of
      this Agreement have been duly authorized by all necessary corporate or limited
      liability company action; and (iii) this Agreement constitutes legal, valid
      and
      binding obligations of such Party.

     

    (b)  CSI
      Digital represents and warrants that it possesses all rights and licenses
      necessary to provide the Transport Services, including but not limited to all
      rights and licenses necessary to the procurement and delivery of the Programming
      Services (“collectively the “Transport Rights”) and hereby covenants that it
      shall maintain such Transport Rights during the Term.

     

    5.2   DISCLAIMER
      OF WARRANTIES.
      CSI
      DIGITAL (ITS DESIGNEES AND PARTNERS) MAKE NO WARRANTIES, EITHER EXPRESS OR
      IMPLIED REGARDING THE SERVICES PROVIDED HEREUNDER, INCLUDING, BUT NOT LIMITED
      TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR
      PURPOSE, EVEN IF CSI DIGITAL HAS BEEN MADE AWARE OF SUCH PURPOSE, WARRANTIES
      ALLEGED TO ARISE AS A RESULT OF CUSTOM AND USAGE.

     

    ARTICLE
      6

    INDEMNIFICATION

     

    6.1  Indemnification.
      Subject
      to Section 7.2 below, each Party hereby agrees to defend, indemnify,
and
      hold
      harmless the other and its officers, directors, affiliates, partners, designees,
      agents and employees (the “Indemnities”)
      from and
      against any damages, costs (including reasonable attorneys' fees), losses,
      or
      other liabilities
      (collectively, a “Loss”),
      which
      any of the foregoing may incur with respect to any claim, demand, or action
      arising out of the indemnifying party’s breach of its obligations under this
      Agreement. This Section 6.1
      shall
      survive the termination of this Agreement.

     

    ARTICLE
      7

     

    7.1   NO
      CONSEQUENTIAL DAMAGES.
      NEITHER
      PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, SPECIAL, PUNITIVE,
      CONSEQUENTIAL OR INCIDENTAL DAMAGES, INCLUDING LOST PROFITS OR ECONOMIC LOSS,
      WHICH THE OTHER PARTY MAY SUFFER AS A RESULT OF THIS AGREEMENT EVEN IF SUCH
      PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGE OR LOSS.

     

    ARTICLE
      8

    INTELLECTUAL
      PROPERTY

     

    8.1CSI
      Digital Materials.
      CSI
      Digital (and its designees or partners) shall be the sole and
      exclusive owner
      of
      (a) the Materials owned by it as of the effective date hereof, (b) the Materials
      acquired by it on or after

    


    
       

      
        
          
             

          

          
             

            
              

            

          

          
             

          

        

      

       

    

    

     

    the
      effective date hereof and used by it in the performance of the Super Headend
      and
      SHOC Services, (c) the derivative works of its Materials created by CSI Digital
      (and its designees or partners), (d) all Materials developed by CSI Digital
      (and
      its designees or partners) in the course of the performance of its obligations
      under this Agreement, including United States and foreign intellectual property
      rights therein, and (e) the specifications in the Technical Annex related to
      monitoring and control, redundancy, routing and simulcrypt-based
      conditional access platform. As used herein, the term “Materials”
      means
      software, literary works, other works
      of
      authorship, specifications, design documents and analyses, programs, program
      listings, programming
      tools,
      documentation, reports, drawings and similar work product.

     

    8.2  CSI
      Digital Intellectual Property.
      All of
      CSI Digital’s rights to its Intellectual Property shall at all times remain the
      property of CSI Digital, and Customer shall not have any right to use such
      Intellectual Property. As used herein, the term “Intellectual
      Property”
      means
      all forms of intellectual property rights and protections
      throughout the world and includes without limitation all right, title and
      interest arising under EU or U.S.
      or
      foreign common or statutory law in and to all: (a) patents and all filed,
      pending or potential applications
      for
      patents, including any reissue, reexamination, division, continuation or
      continuation-in-part applications throughout the world now or hereafter filed;
      (b) trade secret rights and equivalent rights and all goodwill associated
      therewith; (c) copyrights, other literary property or authors' rights, whether
      or not protected by copyright or as a mask work; and (d) marks, proprietary
      indicia, trademarks, trade names, symbols, domain names, rights in databases,
      logos and/or brand names.

     

    8.3  Customer
      Materials.
      Customer
      shall be the sole and exclusive owner of (a) the Materials (as defined
      herein above) owned by it as of the effective date hereof or acquired by it
      on
      or after the effective date
      hereof,
      (b) the derivative works of its Materials created by Customer, and (c) all
      Materials developed by Customer
      in the course of the performance of its obligations under this Agreement,
      including United States and
      foreign
      intellectual property rights therein.

     

    8.4  Customer
      Intellectual Property.
      All of
      Customer’s rights to its Intellectual Property (as defined herein
      above) shall at all times remain the property of Customer, and CSI Digital
      shall
      not have any right to use
      such
      Intellectual Property.

     

    ARTICLE
      9

    TERMINATION

     

    9.1  Termination
      For Default.
      If any
      Party (the “Defaulting
      Party”)
      fails to
      perform any material obligation under this Agreement, the Party suffering such
      default (the “Non-Defaulting
      Party”)
      may give
      written notice to the Defaulting Party specifying the nature of such failure
      or
      default and stating that the Non-Defaulting Party intends to terminate this
      Agreement if such failure or default is not cured within thirty (30) days of
      such written notice (or within ten (10) days, in the event of a default in
      the
      payment of money). If any such
      failure or default is not cured within the applicable cure period, the
      Non-Defaulting Party may, in addition to
      other
      remedies available at law or equity, immediately elect to terminate this
      Agreement. Any termination or expiration
      of this Agreement pursuant to this Section 9.1, will not release the Defaulting
      Party from any liability
      arising
      from any breach or violation by that Party of the terms of this Agreement prior
      to the expiration or termination.

     

    9.2  Effect
      of Non-Default termination by customer.
      If
      Customer desires to cancel Agreement for any
      reason
      other than default, a payment of 50% of the previous month’s invoiced billing
      times the months remaining in the contract must be paid upon
      termination.

    
      
         

        
          
            
               

            

            
               

              
                

              

            

            
               

            

          

        

         

      

    

    

     

    9.3  Effect
      of Non-Default Termination.
      Upon
      termination of this Agreement under Section 9.2 above,
      neither party will have any further liability or obligation under this Agreement
      except for the survival of
      indemnification under Section 6.1 and the specified termination
      payment.

     

    ARTICLE
      10

    GENERAL
      PROVISIONS

     

    10.1  Press
      Releases.

     

    (a)  Neither
      party shall, without the advance written consent of the other party (which
      may
      be granted or withheld in the sole discretion of such party), issue any press
      release respecting this Agreement or the terms hereof or otherwise disclose
      this
      Agreement or the terms hereof to any other party, except as may otherwise be
      required by applicable securities disclosure or other laws. Notwithstanding,
      the
      Parties agree to work in good faith to develop a mutually acceptable press
      release after execution of this Agreement.

     

    (b)  In
      the
      event either party shall be required by applicable laws to disclose all or
      any
      part of this Agreement in, or attach all or any part of this Agreement to,
      any
      regulatory filing or statement, each party agrees to discuss and work
      cooperatively, in good faith, with the other party, to protect, to the extent
      possible, those items or matters which the other party deems confidential and
      which may, in accordance with applicable laws, be deleted therefrom. The party
      seeking to disclose the terms and conditions hereof shall provide the
other
      party with the version of the Agreement which it intends to file no later than
      three (3) business days prior
      to the
      planned date of such disclosure. Neither party presently intends to file this
      Agreement, or any portion thereof, in any regulatory filing required by
      applicable laws.

     

    10.2  Confidential
      Information.

     

    (a) Confidential
      Information disclosed by each party to the other in connection with this
      Agreement will be used only for the performance of each party’s obligations
      under this Agreement. Confidential information may not be disclosed to any
      third
      party. As used herein, the term “Confidential Information”
      means
      information of a party to this Agreement that if provided or disclosed to the
      other in writing
      is
      marked as confidential or proprietary, or if disclosed orally, the receiving
      party should reasonably construe under the circumstances is intended to be
      kept
      confidential, including this Agreement. No information of the disclosing party
      will be considered Confidential Information to the extent the
      information:

     

    (i)  is
      or
      subsequently becomes publicly available without receiving party's breach of
      any
      obligation owed disclosing party; or

     

    (ii)  is
      in the
      possession of the recipient prior to the disclosure, or thereafter is
      independently developed by recipient's employees or consultants who have had
      no
      prior access to the information; or

     

    (iii)  is
      received from a third party without an obligation of confidence to the third
      party.

     

    (b) Confidential
      Information disclosed under this Agreement by one party to the other will
      be
      protected by the recipient from further disclosure, publication, and
      dissemination to the same degree and using the same care and discretion as
      the
      recipient applies to protect its own confidential or proprietary
      information

    
       

      
        
          
             

          

          
             

            
              

            

          

          
             

          

        

      

       

    

     

    

     

    from
      undesired disclosure, publication and dissemination but no less than a
      reasonable degree of care. A recipient
      of Confidential Information may disclose such Confidential Information to the
      extent required by law, regulation,
      or court order to be disclosed, but the recipient must, to the extent feasible,
      first notify the disclosing
      party so
      that such
      party hasthe
      opportunity to seek an appropriate protective order or other relief, and
      provided further
      that the Receiving Party shall disclose only that portion of the Confidential
      Information which is legally
      required
      to be disclosed and, as appropriate, request confidential treatment of the
      Confidential Information by the court.

     

    (c)  Confidential
      Information disclosed under this Agreement may be disclosed to a receiving
      Party's employees (including contract employees) or consultants who participate
      in the performance of obligations under this Agreement if the employees and
      consultants have been made aware of their responsibilities under this Agreement
      and the consultants (including contract employees) have signed a statement
      agreeing to be bound by the terms of this Agreement with respect to
      confidentiality.

     

    (d)  The
      Receiving Party recognizes and agrees that the Confidential Information is
      of a
      special, unique and extraordinary character which gives it a peculiar value
      the
      loss of which cannot be reasonably or adequately compensated in damages, and
      that a breach of this Agreement will cause irreparable damage
      and injury to the Disclosing Party. The Receiving Party, therefore, expressly
      agrees that the Disclosing
      Party
      shall be entitled to injunctive and/or other equitable relief to prevent a
      breach of the provisions of this Agreement,
      or any part thereof, in addition to any other remedies available to the
      Disclosing Party. All remedies
      available to the Disclosing Party hereunder are cumulative, and may, to the
      extent permitted by law, be exercised concurrently or separately. The exercise
      by the Disclosing Party of any one remedy shall not be deemed to be an election
      of such remedy or to preclude the exercise of any other remedy. A failure or
      delay by the Disclosing Party in exercising any right, privilege or remedy
      shall
      neither operate as a waiver thereof nor modify
      the terms of this Agreement, nor shall any single or partial exercise by the
      Disclosing Party of any right, privilege
      or remedy preclude any other or further exercise of the same or of any other
      right, privilege or remedy.

     

    (e)  Either
      party’s failure to fulfill its obligations and conditions with respect to any
      use, disclosure, publication, release, or transfer to any third person of the
      other party’s Confidential Information or breach
      of
      any restrictions or obligations of any licenses granted, constitutes a material
      breach of this Agreement
      if the
      disclosure adversely affects the other party in any material respect. In that
      event the non-breaching party may, at its option and in addition to any other
      remedies that it may have, terminate this Agreement, and its obligations and
      any
      rights or licenses granted hereunder upon fifteen (15) calendar days written
      notice to the breaching party. In addition to any other remedies it may have,
      the non-breaching party shall have the right to demand, the immediate return
      of
      any Confidential Information provided to the breaching party under this
      Agreement, and all copies of the Confidential Information in any
      form.

     

    (f)  Upon
      expiration or termination of this Agreement, each party shall, upon request
      of
      the other
      party, return all Confidential Information of the other party or certify its
      destruction. The obligations of
      each
      party with regard to maintaining the confidentiality of information received
      hereunder shall survive termination and be in effect for five (5) years after
      the date of termination.

     

    10.3  Export
      Control.
      Any
      technology provided by either party that is controlled for export purposes
      may
      require prior approval by the appropriate U.S. Government agency, either the
      U.S. Department of State (DOS)
      or
      the U.S. Department of Commerce (DOC). Should the technology provided by either
      party be export
      controlled, such party will be bound by U.S. export statutes and regulations
      and
      shall comply with all export control requirements.

    


    
       

      
        
          
             

          

          
             

            
              

            

          

          
             

          

        

      

       

    

     

    

     

    10.4  Independent
      Contractors.
      This
      Agreement does not constitute or serve to establish a partnership, joint
      venture, agency or any other form of business association whereby one party
      may
      in any manner become liable or responsible for the acts or omissions of the
      other party by virtue of the existence of this
      Agreement and the promises made herein. The relationship between the Parties
      shall be that of independent
      contractors. Neither party is the agent of the other party, nor may either
      party
      bind the other party. Each party is solely responsible for its own profits,
      losses, and costs. Each party shall be solely responsible for the withholding
      or
      payment of all applicable federal, state and local income taxes, applicable
      import and export taxes, social security taxes and other payroll taxes with
      respect to its employees, as well as any taxes, contributions or other
      obligations imposed by applicable state unemployment or workers’ compensation
      acts. Each party has sole authority and responsibility to hire, fire and
      otherwise control its employees.

     

    10.5  Entire
      Agreement; Amendment.
      This
      Agreement, together with all Exhibits hereto, sets forth
      the
      entire understanding of the Parties and supersedes any and all prior agreements,
      arrangements or understandings relating to the subject matter hereof. No
      amendment to this Agreement shall be effective or binding unless it is made
      in
      writing by authorized representatives of the Parties.

     

    10.6  Enforceability.
      If any
      part of any provision of this Agreement or any other agreement, document
      or writing given pursuant to or in connection with this Agreement shall be
      invalid or unenforceable
      under
      applicable law, said part shall be ineffective to the extent of such invalidity
      only, without in any way affecting the remaining parts of said provision or
      the
      remaining provisions of this Agreement.

     

    10.7  Governing
      Law.
      The
      provisions of this Agreement shall be governed by, and construed in accordance
      with, the laws of the State of New York without reference to its conflicts
      of
      law principles.

     

    10.8  Dispute
      Resolution.

     

    (a)  Any
      dispute, controversy or claim between the Parties arising out of this Agreement,
      including
      any dispute as to the existence, construction, validity, interpretation,
      enforceability or breach of this
      Agreement (the “Dispute”),
      shall be
      exclusively and finally resolved as set forth hereafter.

     

    (b)  In
      the
      event of any Dispute between the Parties hereunder, the Parties shall first
      attempt to
      resolve the dispute at the management level. The Parties’ management
      representatives shall use commercially
      reasonable efforts to resolve the Dispute on an informal basis. The designated
      management representatives of the Parties shall meet as often as the Parties
      deem necessary to gather and furnish to the other party all information with
      respect to the matter in issue which the Parties believe to be appropriate
      and
      germane in connection with the dispute. The designated management
      representatives shall discuss the problem and negotiate in good faith in an
      effort to resolve the Dispute in a timely fashion.

     

    (c)  In
      the
      event that the designated management representatives fail to reach an agreement
      within fifteen (15) business days of the date of the Initiation Date (or such
      longer date as may be agreed to by the Parties in writing), then either party
      may initiate a binding arbitration action conducted in accordance with
the
      Commercial Arbitration Rules (the “Rules”) of the American Arbitration
      Association (“AAA”). The Parties
      shall
      attempt to select a single neutral arbitrator to hear the Dispute. Such
      arbitrator need not be affiliated with the AAA. If the Parties fail to agree
      on
      a single neutral arbitrator within ten (10) business days of the filing of
      the
      demand for arbitration, then three neutral arbitrators shall be appointed in
      accordance with the Rules. The arbitration award shall be in writing and shall
      specify the factual and legal basis for the award. The arbitration shall be
      conducted in Washington, D.C., and judgment upon the award rendered by the
      arbitrator(s) may be

    
       

      
        
          
             

          

          
             

            
              

            

          

          
             

          

        

      

       

    

     

    

     

    entered
      in any court having jurisdiction thereof. Neither party shall be entitled to
      seek or recover punitive damages
      in considering or fixing any award under these proceedings. The governing law
      shall be pursuant to
      the laws
      of the State of New York.

     

    (d) Unless
      otherwise ordered by the arbitrator(s), the costs of the mediation and
      arbitration,
      including AAA administration fee, the arbitrator's fee, and costs for the use
      of
      facilities during the hearings, shall be borne equally by the Parties.
      Attorneys’ fees and costs may be awarded to the prevailing or most prevailing
      party at the discretion of the arbitrator(s).

     

    10.9  Force
      Majeure.

     

    (a)  The
      parties obligations to perform under this Agreement shall be suspended during
      the period
      and to the extent that such party is prevented or hindered from complying
      therewith by any cause beyond such
      party’s reasonable control, including without limitation, acts of God, strikes,
      acts of terrorism, fire, flood,
      power
      failures or surges, epidemics, riots, theft, lock outs and other labor disputes,
      civil disturbances, injunctions and other government orders or legal
      requirements (whether under the export control laws or otherwise), accidents,
      acts of war or conditions arising out of or attributable to war (whether
      declared or undeclared), and the non-performance by suppliers or
      contractors.

     

    (b)  If
      Customer’s MSF payments to CSI Digital do not meet any of the applicable
      Performance Metrics set forth in Section 10.9(a) above due to acts of God,
      acts
      of terrorism, fire, flood, epidemics, riots, theft or civil disturbances, acts
      of war or conditions arising out of or attributable to war (whether declared
      or
      undeclared), the commencement date of each Benchmark Period shall be extended
      by
      a number of days equal to the period in which such force majeure event is
      pending; provided, however, that for purposes of this Section 10.9 the Force
      Majeure period shall not be deemed to have commenced until the date on which
      Customer gives CSI Digital written notice of the occurrence of such force
      majeure event, and Customer
      shall give CSI Digital prompt written notice following the cessation of such
      force majeure event. For the
      avoidance of any doubt, a force majeure event shall not affect any obligations
      to pay fees arising under this
      Agreement.

     

    10.10  
      Non-Exclusive.
      Nothing
      in this Agreement shall prevent CSI Digital from entering into similar
      arrangements with, or otherwise providing services to, any other person or
      entity. Without limiting the generality of the foregoing, nothing in this
      Agreement shall be construed as prohibiting CSI Digital from marketing,
      offering, selling or otherwise providing services or products to its other
      existing or prospective customers,
      including those that are directly or indirectly competitive with the services
      and products offered by
      Customer.

     

    10.11 
       Survival.
      The
      terms and conditions of this Agreement (including all Exhibits hereto) regarding
      confidentiality, payment, warranties, liability and indemnity will survive
      the
      termination or expiration of this Agreement, along with any other provisions
      that by their sense and content are intended to survive the performance,
      termination or expiration of the Agreement for so long as necessary to carry
      out
      the intent and purpose of the Agreement.

     

    10.12  
      Waiver.
      The
      failure of either party at any time to enforce any of the provisions of this
      Agreement or any right under this Agreement, or to exercise any option provided,
      will in no way be construed to be a waiver of the provisions, rights, or options
      or in any way to affect the validity of this Agreement. The failure
      of either party to exercise any rights or options under the terms or conditions
      of this Agreement shall not
      preclude
      or prejudice the exercising of the same or any other right under this Agreement.
      Unless expressly


    
       

      
        
          
             

          

          
             

            
              

            

          

          
             

          

        

      

       

    

     

    

     

     

    stated
      herein, no remedy or right provided in this Agreement is intended to be a sole
      or exclusive remedy.

     

    10.13   
      Compliance
      with Laws.
      Each
      party agrees to comply with all laws applicable to its performance of this
      Agreement and is responsible, at its sole cost and expense, for obtaining any
      all governmental licenses, permits, authorizations, and approvals that may
      be
      required in connection with its performance of this Agreement.

     

    10.14  
      Notices.
      All
      notices or other communications which are required or permitted herein shall
      be
      in writing and sufficient if delivered personally, sent by prepaid overnight
      air
      courier, or sent by registered or certified mail, postage prepaid, return
      receipt requested, addressed as follows:

     

    If
      to
      Customer, to:

     

    Frank
      T.
      Matarazzo

    President

    Microwave
      Satellite Technologies, Inc.

    259-263
      Goffle Road

    Hawthorne,
      NJ 07506

     

    With
      a
      copy (which shall not constitute notice) to:

     

    Howard
      J.
      Barr, Esq.

    1401
      Eye
      Street, N.W.

    Seventh
      Floor

    Washington,
      D.C. 20005

     

    If
      to CSI
      Digital, to:

     

    David
      C.
      Luman

    President

    CSI
      Digital, Inc.

    921
      SW
      Washington, Suite 716

    Portland,
      OR 97205.

     

    or
      at
      such other address as the party to whom notice is to be given may have furnished
      to the other party in writing
      in accordance herewith. Any such communication shall be deemed to have been
      given when delivered
      if
      delivered personally, on the business day after dispatch if sent by overnight
      air courier, or upon delivery or refusal thereof if sent by postage prepaid
      certified mail, return receipt accepted.

     

    10.15   
      Successors and Assignments. Neither this Agreement nor either party’s rights or
      obligations hereunder shall be assigned or transferred by either party without
      the prior written consent of the other party, which
      consent will not be unreasonably withheld; provided however, no consent shall
      be
      necessary in the event
      of an
      assignment by either party to a successor entity resulting from a merger,
      acquisition or consolidation or assignment to an entity under common control,
      controlled by or in control of CSI Digital Inc.. For purposes of this
      Agreement, the term “Control” means the power to direct the management and
      policies of an entity, directly
      or
      indirectly, whether through the ownership of voting securities, by contract
      or
      otherwise.

    
      
         

        
          
            
               

            

            
               

              
                

              

            

            
               

            

          

        

         

      

    

     

    

     

     

    10.16  
      Multiple
      Counterparts.
      This
      Agreement may be executed in several counterparts, each of which shall
      be
      deemed an original, and all such counterparts together shall constitute but
      one
      and the same instrument.
      The
      Parties hereby agree that facsimile signatures are valid and binding on the
      Parties.

     

    10.17  
      No
      Third-Party Beneficiary.
      The
      provisions of this Agreement are for the benefit solely of the Parties hereto
      and their permitted assigns, and no third party may seek to enforce or benefit
      from these provisions.

     

    10.18  
      Most
      Favored.
      CSI
      Digital represents, warrants and agrees that all discounts, commissions and
      other terms relating to the price and/or the terms and conditions at which
      Customer acquires the Transport Services
      or the services (“Alternative Services”) described in this Agreement
      (collectively, the “Terms”) are at least
      as
      favorable as those now offered by CSI Digital to any other comparable Customer
      in connection with the
      provision of Transport Services or Alternative Services. If, during the Term
      of
      this Agreement, CSI Digital should enter into an arrangement with any other
      comparable Customer in terms of subscriber count, with respect to CSI Digital’s
      provision of Transport Services or Alternative Services, providing greater
      benefits or more favorable Terms, this Agreement shall thereupon be deemed
      to be
      automatically amended to provide the same to Customer. CSI Digital agrees to
      provide Customer with prompt written notice of any such
      arrangements.

     

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

     

    Microwave
      Satellite Technologies, Inc.

     

    /s/
      Frank T. Matarrazo

    By:
      Frank
      T. Matarazzo

    Title:
      President

    
      Date:
        June 2, 2007

    

     

     

    CSI
      Digital, Inc.

     

    /s/
      David C. Luman 6/2/2007

    By:
      David
      C. Luman 

    Title:
      President

    
      Date:
        June 2, 2007