<PAGE>   1
                                                                EXHIBIT 10.43


                        EQUIPMENT AND SERVICES AGREEMENT
                                     BETWEEN
                          HUGHES NETWORK SYSTEMS, INC.
                                       AND
                           VIDEO JUKEBOX NETWORK, INC.



                                 FEBRUARY, 1996


                                   11717 Exploration Lane, Germantown, MD  20876
                                               Tel: (301) 428-5500 Fax: 428-1868
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                               TABLE OF CONTENTS

SECTION                                                                 PAGE
-------                                                                 ----

1     SERVICES TO BE PROVIDED   . . . . . . . . . . . . . . . . . . .     1
2     EQUIPMENT TO BE PROVIDED    . . . . . . . . . . . . . . . . . .     2
3     TERM OF AGREEMENT   . . . . . . . . . . . . . . . . . . . . . .     2
4     DESCRIPTION OF SERVICES   . . . . . . . . . . . . . . . . . . .     2
4.1   SERVICE OPERATIONS    . . . . . . . . . . . . . . . . . . . . .     2
4.2   INSTALLATION SERVICES   . . . . . . . . . . . . . . . . . . . .     2
4.3   SPACE SEGMENT   . . . . . . . . . . . . . . . . . . . . . . . .     4
4.4   REMOTE MAINTENANCE    . . . . . . . . . . . . . . . . . . . . .     4
4.5   REPORTS AND OTHER INFORMATION   . . . . . . . . . . . . . . . .     6
4.6   PROGRAM MANAGERS    . . . . . . . . . . . . . . . . . . . . . .     6
4.7   DEMAND SERVICES   . . . . . . . . . . . . . . . . . . . . . . .     6
5     CUSTOMER OBLIGATIONS    . . . . . . . . . . . . . . . . . . . .     6
6     SERVICE PERFORMANCE   . . . . . . . . . . . . . . . . . . . . .     7
6.1   SERVICE PERFORMANCE STANDARD    . . . . . . . . . . . . . . . .     7
6.2   SERVICE PERFORMANCE CONDITIONS    . . . . . . . . . . . . . . .     7
6.3   SERVICE INTERRUPTION    . . . . . . . . . . . . . . . . . . . .     8
6.4   SERVICE INTERRUPTION CREDITS    . . . . . . . . . . . . . . . .     8
7     PRICE AND PAYMENT TERMS   . . . . . . . . . . . . . . . . . . .     8
8     TITLE AND RISK OF LOSS    . . . . . . . . . . . . . . . . . . .     9
9     FORCE MAJEURE   . . . . . . . . . . . . . . . . . . . . . . . .     10
10    PATENT AND COPYRIGHT INDEMNITY    . . . . . . . . . . . . . . .     10
11    LIMITATION OF LIABILITY   . . . . . . . . . . . . . . . . . . .     10
12    ASSIGNMENT    . . . . . . . . . . . . . . . . . . . . . . . . .     11
13    INDEPENDENT CONTRACTOR AND SUBCONTRACTING   . . . . . . . . . .     11
14    CONFIDENTIALITY   . . . . . . . . . . . . . . . . . . . . . . .     11
15    LICENSE OF SOFTWARE   . . . . . . . . . . . . . . . . . . . . .     12
16    ADDITIONAL CLAUSES    . . . . . . . . . . . . . . . . . . . . .     12

ATTACHMENT I    ORDER AND PRICE SCHEDULE  . . . . . . . . . . . . . .     I-1

ATTACHMENT II   PERSONAL EARTH STATION INSTALLATION SERVICES  . . . .     II-1

ATTACHMENT III  TRAFFIC VOLUMES   . . . . . . . . . . . . . . . . . .     III-1

                                     - ii -
<PAGE>   3
                        EQUIPMENT AND SERVICES AGREEMENT

      This Agreement is entered into and made effective as of this 27th day of
February, 1996, by and between Video Jukebox Network Inc., a Miami Beach
corporation (Customer), having its principal offices at 1221 Collins Avenue,
Miami Beach, Florida 33139, and Hughes Network Systems, Inc. (HNS), a Delaware
corporation, having its principal offices at 11717 Exploration Lane, Germantown,
MD 20876.

      In accordance with the terms of this Agreement and in order for HNS to
provide the Equipment and Services needed to permit the implementation and
operation of an interactive satellite communications service for Customer, HNS
and Customer agree as follows:

1.   SERVICES TO BE PROVIDED

      A.    HNS will provide and Customer will accept and pay for full duplex
            point-to-multipoint satellite communications services (the
            Services), in accordance with the terms of this Agreement and
            Attachments I, II and III hereto, between an HNS shared hub and
            Customer's locations in the contiguous United States. The Services
            specifically include:

            1)   24-hour per day, 7-day per week Service operations, including
                 hub operations, network supervision and control, and trouble
                 reporting, isolation, and resolution

            2)   Installation, including planning and scheduling

            3)   Space segment, including satellite transponder capacity
                 required to support the Customer network and its growth

            4)   Equipment maintenance, including trouble reporting, remote
                 service dispatch, problem isolation and resolution

            5)   Reports and other information listing data on installation
                 schedules and service outages

            6)   Program Management, including network planning and
                 implementation of Service

      B.    Disaster Recovery Service is available at the prices specified in
            Section 2.B. of Attachment I.

      C.    At Customer's request and expense, HNS will arrange for, monitor,
            and maintain terrestrial communications between the Customer's data
            center and the HNS shared hub.

2.   EQUIPMENT TO BE PROVIDED

      The Services will be provided at Customer's remote locations through
Personal Earth StationsTM (the PESTM or Equipment), which are being purchased by
Customer pursuant to this Agreement and will be provided, installed, and
maintained by HNS at locations designated by Customer. The initial quantity of
PESs to be purchased by the Customer is set forth in Section 1.B of Attachment
I. Customer may, at its option sell, lease or sublease any of the PESs to be
purchased thereby under this Agreement, provided that Customer shall remain
primarily liable for the performance of its obligations hereunder.
<PAGE>   4
3.   TERM OF AGREEMENT

      The Term of the Agreement (the Term) will extend from the date first
written above (the Effective Date) for a period of sixty (60) months and will
continue thereafter on an annual renewal basis unless either party terminates
the Agreement upon sixty (60) days prior written notice to the other prior to
the end of the initial or any renewal Term. Notwithstanding the foregoing,
Customer may terminate this Agreement for its convenience after a minimum period
of thirty-six (36) months, provided (a) Customer has provided HNS with at least
ninety (90) days prior written notice of its intention to terminate, (b)
Customer pays termination charges in an amount equal to the sum of (i) the
amount specified in Section 1.A. of Attachment I for "Shared Hub Equipment"
times the number of months remaining in the Term after the effective date of
termination, plus (ii) the amount specified in Section 1.A. of Attachment I for
"Transponder Space Segment" times the number of months between the effective
date of termination and the next anniversary of the Effective Date.

      For example, if the Effective Date of this Agreement is February 1, 1996,
and the effective date of termination of the Agreement is November 1, 1999
(assuming Customer has provided notice of such termination to HNS by not later
than August 1, 1999), the amount of termination charges, based upon the prices
set forth in Attachment I, will be [15 months x $4,091/month for Shared Hub
Equipment] plus [3 months x $14,000/month for Transponder Space Segment] for a
total of $103,365.

4.   DESCRIPTION OF SERVICES

4.1   SERVICE OPERATIONS

      Hub and network operations centers are staffed 24 hours per day, 365 days
per year, with experienced technical personnel. The network operations center
(the OC) is responsible for network control consisting of monitoring,
configuration management, and troubleshooting, including field dispatch. The OC
is also responsible for onsite maintenance and management of the shared hub
facilities. The prices set forth in Section 1.A. of Attachment I are based on
HNS providing Customer its own dedicated outroute on the Shared Hub. As a result
of Customer being provided a dedicated outroute for its traffic, only PESs which
are tuned to that dedicated outroute's unique frequency will be capable of
sending and receiving transmissions on Customer's network.

4.2   INSTALLATION SERVICES

      A.    Permits and Approvals

            Customer will obtain landlord approvals. HNS will determine if
            construction permits or zoning variances are required and, if so,
            will obtain such permits. If additional or special documentation
            (stamped engineering drawings, site specific drawings, soil test
            report, etc.) is required, or if HNS or its representatives are
            required to attend meetings before local planning or zoning boards,
            or other municipal bodies, the additional charges specified in
            Attachment I will apply. In addition, if Customer requires HNS to
            obtain permits at locations where HNS otherwise would not plan to
            secure them, the additional charges specified in Section 2.D of
            Attachment I will apply. After all permits and approvals have been
            obtained, Customer will authorize HNS to schedule and perform site
            preparation and installation of PES remote terminals.

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<PAGE>   5
      B.    Planning and Scheduling

            Installations will be performed according to a schedule to be
            provided and maintained by HNS, with the cooperation of Customer.
            This schedule will be consistent with the overall implementation
            schedule set forth in Section 3 of Attachment I.

            In order to allow necessary time for installation planning, the
            actual installation date for each site will be determined in
            relation to the date Customer notifies HNS that all necessary
            landlord approvals have been secured. HNS will endeavor to complete
            installation within thirty (30) days of such notification (but not
            more than thirty (30) such installations in any one month period).
            The parties agree, however, that additional time may be required if
            HNS encounters delays in obtaining any necessary permits or
            variances, or if nonstandard installations (as defined herein) are
            required. Based upon the mutually approved installation schedule,
            the HNS installation management team will develop a master
            installation schedule, which will include schedules for site survey
            reports, where HNS determines they are necessary, site preparation
            completion, and installation/commissioning of the PES. The master
            installation schedule will be updated periodically by HNS as
            additional installations are scheduled and planned installations are
            completed. Installations are normally scheduled for completion at
            any time during normal working hours within a one (1) week window.
            Customer personnel will provide normal access to the site, and
            Customer personnel may occasionally be requested to keep the site
            open after normal business hours to allow timely completion of the
            installation.

      C.    Site Survey

            For sites identified by HNS as requiring a site survey, HNS will
            perform the site survey which will identify technically suitable
            locations for installing the indoor and outdoor PES Equipment and
            cables.

      D.    Site Preparation

            For sites identified as requiring preparation by HNS, HNS will
            perform the following tasks:

            1) Construct a standard antenna mounting point of the standard type
               (Option 1 or 2 as described in Section 2 of Attachment II).

            2) Provide suitable access for the connecting cable from the
               exterior of the building to the interior and through any
               concrete, masonry, or fire barrier walls between the indoor and
               outdoor units.

            HNS can provide AC power for deicing equipment at the Demand Service
            rate set forth in Section 2.F. of Attachment I. In addition, HNS can
            provide an independent contractor for any required structural or
            additional electrical work at cost plus 10%.

      E.    Standard Installation

            Standard installations are described in Section 2 of Attachment II
            of the Agreement. The pricing for standard installations (i) applies
            in those locations where all site preparation requirements can be
            performed by the PES installation contractor and excludes buildings
            requiring union subcontracting or use of local facilities personnel,
            (ii) assumes that site surveys will only be required at a small
            percentage of Customer's site, and (iii) assumes that permits and/or
            zoning variances will only be required at a small percentage of
            Customer's sites.

      F.    Nonstandard Installation

            At those locations where standard installations do not apply, HNS
            will conduct a site survey at the Customer's request in order to
            determine the price of PES installation. This price will include the
            cost of using union or local facilities personnel, if required.

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      G.    Cancellation

            In the event that HNS performs a site survey for a given site and
            Customer elects not to proceed with or later cancels the
            installation of that site, Customer will pay HNS the site survey
            charge set forth in Section 2.D of Attachment I.

            In addition, in the event Customer cancels a scheduled PES
            installation with less than seven (7) days prior notice, Customer
            will pay HNS the Installation Cancellation charge set forth in
            Section 2.D of Attachment I.

4.3   SPACE SEGMENT

      Transponder capacity to support the Customer's communication network will
be provided on Galaxy 7, or another comparable Ku-band satellite. The satellite
is configured with redundant Traveling Wave Tube Amplifiers (TWTAs), which
provide inherent backup capability in the event of a primary TWTA failure.
Sufficient capacity is available to meet projected network growth as required.

4.4   REMOTE MAINTENANCE

      A.    HNS will make the OC available 24 hours per day, 365 days per year
            by toll free telephone access for resolution of problems with the
            Services. The OC provides a single point of contact for the
            origination, administration, and tracking of Customer trouble
            reports, HNS personnel contact names, telephone numbers, and other
            trouble reporting and escalation procedures. An OC technical support
            document detailing these procedures will be provided to Customer
            after execution of this Agreement.

      B.    Corrective Maintenance

            HNS will provide corrective maintenance for the PES remote satellite
            terminals in accordance with the terms provided in this Agreement.
            HNS will restore Customer's PES Equipment to good working condition
            by performing the following corrective maintenance as required:

            1) Diagnostic testing to determine the existence and cause of the
               malfunction

            2) Removal and replacement of any malfunctioning Field Replaceable
               Unit (FRU)

            3) Reorientation (repointing) of the antenna subsystem

            4) Repair or replacement of PES interconnecting cables

            5) Reloading initializing instructions and recommissioning

            6) Verification of proper operation and completion of service report

            7) Notification to the OC and the Customer host that Equipment has
               been restored to operational status

      C.    Service Coverages and Response Times

            Service coverage hours, including related travel, will be selected
            on a site-by-site basis from the coverages available for that site.
            The available coverage plans are:

            1) Normal Service Coverage (8:00 a.m. to 5:00 p.m., local time,
               Monday through Friday, holidays excepted)

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            2) Extended Service Coverage (8:00 a.m. to 8:00 p.m., local time,
               Monday through Saturday)

            3) Extended Plus Coverage (8:00 a.m. to 8:00 p.m., 365 days per
               year)

            4) Continuous Service Coverage (24 hours per day, 365 days per
               year).

            At certain sites only Normal Service Coverage is available.

            Within twenty (20) minutes of a request for maintenance, the OC
            personnel will determine the problem and isolate the fault.
            Thereafter, the OC will authorize field Service dispatch, and the
            Customer Service Representative (CSR) will be onsite at Customer's
            premises, according to the maintenance response time table given
            below, from the time of authorization by the OC.

                         MAINTENANCE RESPONSE TIME TABLE
                         -------------------------------

<TABLE>
<CAPTION>
          Distance from Service Office               Response Time(1)
          ----------------------------               --------------
<S>             <C>                                   <C>    
                  0 - 50 miles                          4 hours
                 51 - 100 miles                         5 hours
                101 - 150 miles                         6 hours
                151 - 200 miles                        10 hours
                 Over 200 miles                        24 hours
</TABLE>
                                     
      D.    Spare Parts Support

            Spares will be provided as part of this Agreement. An inventory of
            spare parts will be prepositioned at HNS-designated local
            maintenance facilities for support of all PES Customers supported by
            that office.

            Spares for the PES antenna subsystem, including reflectors, mounts,
            anti-icing equipment, modems, and if applicable, certain video
            equipment will be centrally stocked at a designated location in the
            continental United States.

            Malfunctioning Equipment will be replaced on a one-for-one exchange
            basis by a functionally equivalent spare part.

      E.    Remote maintenance does not include any of the following services,
            unless specifically requested by Customer, in which event the Demand
            Services Rates specified in Attachment I will apply.

            1) Maintenance, repair, or replacement of parts damaged or lost
               through catastrophe, accident, lightning, theft, misuse, fault,
               or negligence of the Customer, or causes external to the
               Equipment, such as, but not limited to, failure of, or faulty,
               electrical power or air conditioning, operator error, failure, or
               malfunction of data communication Equipment not provided to
               Customer by HNS, or from any cause other than intended and
               ordinary use

            2) Changes, modifications, or alterations in or to the Equipment
               other than approved upgrades and configuration changes

            3) Deinstallation, relocation, or removal of the Equipment or any
               accessories, attachments, or other devices

                                 
---------------------
1.  Response time estimates will be honored 90% for all Customer requests
    received during applicable Service coverage hours.

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<PAGE>   8
4.5   REPORTS AND OTHER INFORMATION

      HNS will provide Customer with the following standard reports on a monthly
basis:

      A.    Chronological list of trouble reports summarizing determined
            problem(s) and resolution(s) at remote site(s) with timed duration
            of remote site outage. Service availability for the preceding month
            will also be provided,

      B.    A summary report showing all open (with days to completion) and
            completed work orders for new and existing PES locations during the
            preceding month.

      Customer may request other reports and information, which HNS may provide
for additional fees.

4.6   PROGRAM MANAGERS

      Each party will designate a Program Manager who will represent the party
in all aspects of the provision of Equipment and Services.

4.7   DEMAND SERVICES

      HNS will provide other reasonable ancillary services at Customer's
request, including supplementary maintenance and repair services, including
travel, on a best reasonable effort basis. Pricing for these requested Demand
Services is set forth in Section 2.F of Attachment I.

5.   CUSTOMER OBLIGATIONS

      To facilitate provision of the Equipment and Services by HNS, Customer
will meet the following obligations:

      A.    Customer hereby grants HNS and HNS' authorized representatives
            access, subject to Customer's reasonable security restrictions, to
            Equipment and related locations and areas of Customer's facilities
            and premises, and will arrange permitted access to areas of
            third-party facilities and premises for the purpose of HNS
            performing the work required under this Agreement. HNS will comply
            with Customer's reasonable rules and regulations for access, a copy
            of which will be furnished to HNS by Customer promptly after
            execution of this Agreement. Any delays or return calls resulting
            from lack of free access or authorization to perform maintenance
            may, at HNS' option, be billed at the Demand Service Charges
            indicated in Section 2.F of Attachment I.

      B.    Customer shall provide safe access to Equipment on Customer premises
            and will maintain the environment where the Equipment is located in
            a safe and secure condition.

      C.    Customer shall provide HNS Service representatives with access to
            electrical power, water, and other utilities, as well as telephone
            access to the OC or Customer host facilities as required for
            efficient Service.

      D.    Unless otherwise agreed, Customer shall provide and maintain all
            backhaul facilities, equipment and services.

      E.    Customer host facility personnel shall cooperate with and assist the
            HNS Service representative, as required, for installation,
            troubleshooting, and fault isolation. The Customer host facility
            shall be

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            adequately staffed during installation and service coverage hours to
            assist the commissioning, troubleshooting, and fault isolation of
            remote terminal sites.

      F.    Customer will maintain minimum site-environment conditions which
            meet the requirements listed below:

<TABLE>
<CAPTION>
                                                         Indoors                        Outdoors
                                                         -------                        --------
<S>                                          <C>                             <C>            
              a)  operating temperature      10 degrees C to 40 degrees C    -30 degrees C to 75 degrees C
              b)  humidity                   10% to 90%                      5% to 100%
</TABLE>

      G.    To facilitate installation, Customer will perform all Customer tasks
            as indicated in the Installation Services set forth in Attachment
            II.

      H.    Customer will attempt to isolate faults in the Services at the
            Customer's host facility before reporting a Service outage to HNS.
            Customer will, at HNS' discretion, pay HNS at the Demand Service
            Charges Rate for repair Service calls when the Equipment is found to
            be in good operating order upon making a Service call.

      Customer will reimburse HNS for all costs incurred by HNS as a result of
Customer's failure to meet the above obligations.

6.   SERVICE PERFORMANCE

6.1   SERVICE PERFORMANCE STANDARD

      HNS will provide for the Services to be operational for 99.5% of the
Scheduled Service Time (defined as 24 hours per day, 365 days per year) for each
calendar month of the Term (Service Performance Standard). That is, the
aggregate number of minutes of Service interruption as defined in said Section
6.3 for Customer's online PES units for a given calendar month of the Term shall
not exceed 0.5% of the aggregate number of minutes of scheduled Service time for
all of Customer's PES units that are online at the end of such month.

6.2   SERVICE PERFORMANCE CONDITIONS

      In the event that HNS fails to meet the Service Performance Standard in
any month, then, as Customer's sole remedy, HNS will give Customer a credit
allowance, calculated in accordance with Section 6.4 below against future
Service charges. A failure to meet the Service performance standard does not
constitute a Service interruption for purposes of calculating such credit
allowance when due to any of the following causes:

      A.    The failure or nonperformance of any Customer-provided facilities or
            Equipment, or third-party facilities or Equipment acquired by HNS in
            behalf of Customer, including any out-of-tolerance earth station
            conditions not caused by HNS

      B.    The fault, negligent act, or failure to act of Customer, its
            employees, agents, or invitees

      C.    Preventive maintenance and/or Service expansion (when done on at
            least 48 hours' notice to Customer and as mutually scheduled by the
            parties) as may be necessary to maintain the Services in
            satisfactory operating condition, to provide additional system
            capacity, or to protect the overall performance of the Services

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      D.    An event of force majeure suspending HNS' performance obligations in
            accordance with Section 9 of this Agreement

      E.    The unavailability of Services to Customer, pursuant to Federal
            Communications Commission (FCC) rules and regulations published at
            47 CFR 64.401, during emergency conditions such as major natural or
            man-made disasters and emergencies involving United States national
            defense and security

6.3   SERVICE INTERRUPTION

      The duration of a Service interruption is measured by the number of hours
during the Scheduled Service Time that elapse from the time that the OC is
notified by Customer of the Service interruption, or the Service interruption is
detected by HNS operations personnel to the time that HNS notifies Customer that
the Services have been restored. Any applicable credit allowance due for a
Service interruption will be calculated by HNS on a monthly basis, as specified
in Section 6.4 below.

6.4   SERVICE INTERRUPTION CREDITS

      If the aggregate number of minutes of Service interruption for Customer's
online PESs for a given calendar month exceeds 0.5% of the aggregate number of
minutes of Scheduled Service Time for all of Customer's PESs that are online at
the end of such month, then HNS shall give a credit against future Service
charges, with such credit to be computed as follows: the amount of the credit
for any month shall be the total Service charge for that month multiplied by a
fraction, the numerator of which is the aggregate number of minutes of
interruption for all of Customer's online PESs for such month in excess of the
said 0.5% allowance, and the denominator of that is the aggregate number of
minutes of Scheduled Service Time for that month multiplied by the number of
Customer's PESs that are online at the end of such month.

7.   PRICE AND PAYMENT TERMS

      A.    The prices for the Equipment and Services to be provided hereunder
            are set forth in Attachment I. For each PES provided, the monthly
            Service charges shall begin to accrue on the day following the date
            on which HNS notifies Customer that each of such item is available
            to Customer. Customer will pay a full month's Service charge for the
            month in which Services commence for any particular PES when such
            Services commence on or before the fifteenth (15th) of the month. No
            monthly charge for the first month of Service for the particular PES
            shall be payable if Services commence after the fifteenth (15th) of
            the month.

      B.    Equipment and installation charges will be invoiced as follows:
            fifteen percent (15%) of the charge set forth in Section 1.B of
            Attachment I will be invoiced upon execution of this Agreement and
            the remaining eighty-five percent (85%) will be invoiced on a pro
            rata basis upon completion of each installation.

      C.    HNS will invoice all Service charges hereunder on a monthly basis.

      D.    With regard to Disaster Recovery Service, if Customer elects to
            purchase this service, an invoice for the one-time connectivity fee
            and the one-time circuit termination fee will be issued upon
            execution of this Agreement. All other charges in connection with
            the Disaster Recovery Service will be invoiced on a monthly basis.

      E.    Customer will pay all invoices submitted hereunder net thirty (30)
            days from the date of invoice. Customer agrees to pay interest on
            demand on any Service charges, equipment, installation, and
            maintenance charges and any other invoiced amount that is unpaid
            more than thirty (30) days after

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<PAGE>   11
            date of said invoice, at the rate of one percent (1%) per month,
            compounded monthly, not to exceed the maximum rate permitted by law.

      F.    (i)    All Equipment and installation related prices and associated
                   items will remain in effect for two (2) years from the
                   Commencement Date. Thereafter, these prices may be adjusted
                   annually. Any such annual increase will be the lower of
                   either ten percent (10%) or the Consumer Price Index (CPI)
                   inflator using the original Agreement date as the base month.

            (ii)   The Service prices for the Initial Order, as set forth
                   in Section 1.A. of Attachment I, except for the monthly hub
                   access/remote maintenance fee, will remain in effect for five
                   (5) years from the Effective Date. Thereafter, these prices
                   may be adjusted annually. Any such annual increase will be
                   the lower of either ten percent (10%) or the Consumer Price
                   Index (CPI) inflator using the original Agreement date as the
                   base month.

            (iii)  The monthly hub access/remote maintenance fees will
                   remain in effect for two (2) years from the Effective Date.
                   Thereafter this price may be adjusted annually. Any such
                   annual increase will be the lower of ten percent (10%) or the
                   Consumer Price Index (CPI) inflator using the original
                   Agreement date as the base month.

            (iv)   The price for the Optional Services set forth in Section
                   2.A. of Attachment I (except, if applicable, any price listed
                   for space segment services to be used in connection with
                   occasional use video transmissions) will remain in effect for
                   one (1) year from the Commencement Date. Thereafter, these
                   prices may be adjusted annually. Any such annual increase
                   will be the lower of either ten percent (10%) or the Consumer
                   Price Index (CPI) inflator using the original Agreement date
                   as the base month. Any price listed in said Section 2.A. for
                   occasional use video space segment is the price in effect as
                   of the Commencement Date. Any such price may thereafter be
                   adjusted at any time on thirty (30) days prior written
                   notice.

            (v)    Demand Service charges are subject to change upon sixty
                   (60) days notice to Customer.

      G.    The prices provided for in this Agreement are exclusive of the
            following taxes and charges with respect to the Services, material,
            and Equipment provided hereunder: (i) any present or future Federal,
            State, or local excise, sales, or use taxes; (ii) any other present
            or future excise, sales, or use tax upon or measured by the gross
            receipts from the transactions provided in this Agreement or any
            allocated portion thereof or by the gross value of the Services,
            materials, and Equipment provided hereunder; and (iii) any present
            or future property, inventory, or value-added tax or similar charge.
            Customer will pay and discharge the foregoing taxes and charges and
            all registration fees, assessments, and other taxes with respect to
            the transactions provided in this Agreement and all Services,
            material, and Equipment provided hereunder (excluding any tax
            measured by HNS' income or gross (receipts) (collectively, the
            Taxes), prior to the time when any lien would attach for nonpayment
            of the Taxes. If HNS is required by applicable law or regulation to,
            or otherwise does, pay or collect the Taxes, then such amount of the
            Taxes will be invoiced to and paid by Customer to HNS in addition to
            the prices herein so provided.


8.   TITLE AND RISK OF LOSS

      The risk of loss or damage to all Equipment will pass to Customer upon
installation of the Equipment by HNS. Title to all or a portion of the Equipment
will pass to Customer upon payment. This Agreement will constitute a security
agreement with respect to all Equipment delivered or installed at Customer's
location up to the date of payment, and Customer hereby authorizes HNS to sign
and file on behalf of Customer any financing statements or other documents that
may be necessary to perfect such security interest.

                                        9
<PAGE>   12
9.   FORCE MAJEURE

      HNS will be excused for delays or interruptions in the installation of
Equipment and provision of Services and shall have no liability as a result
thereof when such delays or interruptions (i) are caused by Customer, or (ii)
are otherwise beyond the reasonable control of HNS. Customer may cancel any
scheduled delivery that has been excusably delayed for reason (ii) above for
more than three (3) months.

10.   PATENT AND COPYRIGHT INDEMNITY

      A.    HNS represents and warrants that there is not currently, nor will
            there be in the future any rightful claim that the manufacture, use,
            lease or sale of any HNS Equipment infringes on any United States
            patent, copyright or any other intellectual property right of any
            third party (hereinafter collectively referred to as "IPR"). In
            addition, HNS agrees to resist or defend at its own expense any
            request for royalty payments or any claim for equitable relief or
            damages against Customer based on an allegation that the manufacture
            of any Equipment or the use, lease, or sale thereof or that any
            documentation infringes any IPR, to pay any royalties and other
            costs related to the settlement of such request and to pay the costs
            and damages, including attorney's fees, which are incurred by
            Customer arising from and based on such claim, provided that HNS is
            given prompt written notice of such request or claim by Customer and
            given authority and such reasonable assistance and information as
            HNS requests in writing and as it is available to Customer for
            resisting such request or for the defense of such claim.

      B.    In the event that, as a result of any such suit (i) prior to
            delivery, the manufacture of any item supplied by HNS hereunder is
            enjoined, or (ii) after delivery, the use, lease, or sale thereof is
            enjoined, HNS will, at its option and expense, either (a) negotiate
            a license or other Agreement with plaintiff so that such item is no
            longer infringing, (b) modify such item suitably or substitute a
            suitable item therefor, which modified or substituted item is not
            subject to such injunction, and extend the provisions of this
            paragraph thereto (provided that any such modification will not
            result in a decrease of the Services to be provided by HNS
            hereunder), or if (a) and (b) cannot be effected by HNS' reasonable
            and diligent efforts, (c) repurchase enjoined items at their then
            current value on Customer's audited accounts.

      C.    Notwithstanding the above, HNS will not be liable for any damages or
            costs resulting from claims (i) that HNS' compliance with Customer's
            design, specifications, or instructions, (ii) that use of any item
            provided by HNS in combination with products not supplied by HNS, or
            (iii) that a manufacturing or other process carried out by or
            through Customer and utilizing any item provided by HNS constitutes
            either direct or contributory infringement of any United States
            patent (such as claims being collectively referred to herein as
            Other Claims). Customer will indemnify HNS from any and all damages
            and costs (including settlement costs) finally awarded or agreed
            upon for infringement of any United States patent or copyright in
            any suit resulting from Other Claims, and from reasonable expenses
            incurred by HNS in defense of such suit if Customer does not
            undertake the defense thereof.

      D.    In no event will HNS be liable for consequential damages or costs
            incurred by Customer under this Article.

                                       10
<PAGE>   13
11.   LIMITATION OF LIABILITY

      A.    Neither HNS nor its subcontractors will be liable for (i) libel,
            slander, or infringement of copyright from or in connection with the
            transmission of communications hereunder; (ii) any claim arising out
            of any act or omission of Customer or any other entity furnishing
            services or equipment for use in conjunction with the Equipment and
            Services provided hereunder; (iii) any unlawful or unauthorized use
            of the Equipment or Services provided hereunder by the Customer, its
            employees, agents, or invitees; or (iv) any claim arising out of a
            breach in the privacy or security of communications transmitted over
            the facilities or other property of HNS.

      B.    IN NO EVENT WILL HNS OR ITS SUBCONTRACTORS BE LIABLE TO CUSTOMER OR
            ANYONE ELSE FOR SPECIAL, COLLATERAL, EXEMPLARY, PUNITIVE, INDIRECT,
            INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION,
            LOSS OF GOODWILL, LOSS OF PROFITS OR REVENUES, LOSS OF SAVINGS, LOSS
            OF USE, INTERRUPTIONS OF BUSINESS, AND CLAIMS OF CUSTOMERS). ALL
            WARRANTIES THAT MAY BE DEEMED APPLICABLE TO THE EQUIPMENT OR
            SERVICES, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF
            MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ARE EXPRESSLY
            DISCLAIMED.

      C.    The remedies of Customer set forth herein are exclusive and in lieu
            of all other remedies, express or implied. Except for the remedies
            provided in the section entitled "Service Interruption Credits",
            neither HNS nor its subcontractors will be liable for any delay or
            failure of performance of the Equipment or any Services provided
            hereunder.

12.   ASSIGNMENT

      Except for (i) assignment to a successor who acquires substantially all of
the assets and business of HNS or Customer, (ii) assignment to a subsidiary
company, parent company, or subsidiary of parent company, or (iii) assignment,
pledge, or transfer by HNS of any interest in any payments to be received by HNS
hereunder, neither party hereto may assign this Agreement or any portion hereof
without the prior written consent of the other. Any assignment permitted
hereunder, or otherwise agreed to by the other party hereto will not relieve the
assigning party of any obligations with respect to any covenant, condition, or
obligation required to be performed by the assigning party under this Agreement.

13.   INDEPENDENT CONTRACTOR AND SUBCONTRACTING

      A.    The relation of HNS to Customer under this Agreement will be that of
            an independent contractor. HNS will exercise its own discretion on
            the method and manner of performing its obligations hereunder.

      B.    Customer agrees that HNS may, at its sole discretion, subcontract
            the whole or any part of its obligations under this Agreement and
            HNS agrees that it will retain full responsibility for such
            obligations despite such subcontract.

14.   CONFIDENTIALITY

      A.    HNS and Customer, to the extent of their contractual and lawful
            right to do so, will exchange proprietary or confidential
            information as reasonably necessary for each to perform its
            obligations under this Agreement. All information relating to this
            Agreement provided by either party to the

                                       11
<PAGE>   14
            other, whether oral or written, and when identified as confidential
            or proprietary in writing, is hereby deemed to be confidential and
            proprietary information ("Proprietary Information").

      B.    Except as set forth in Paragraph C below, a party receiving
            Proprietary Information pursuant hereto (the "Receiving Party") will
            not, without the prior written consent of the party disclosing such
            information (the "Disclosing Party"), (i) use any portion of the
            Proprietary Information for any purpose other than the purpose of
            this Agreement, or (ii) disclose any portion of the Proprietary
            Information to any persons or entities other than the employees and
            consultants of the Receiving Party (and HNS' subcontractors) who
            reasonably need to have access to the Proprietary Information in
            connection with the purposes of this Agreement and who have agreed
            to protect Proprietary Information as though they were a party to
            this Agreement. The obligations imposed by this Article on the
            Receiving Party will extend to any use or disclosure of Proprietary
            Information by the employees or consultants of the Receiving Party.

      C.    A Receiving Party will not be liable for disclosure of Proprietary
            Information, or part thereof, if the Receiving Party can demonstrate
            that such Proprietary Information (i) was in the public domain at
            the time it was received or subsequently entered the public domain
            through no fault of the Receiving Party; (ii) was known to or is in
            the possession of the Receiving Party at the time of receipt; (iii)
            became known to the Receiving Party from a source other than the
            Disclosing Party without breach of an obligation of confidentiality;
            or (iv) is disclosed more than five (5) years after the date of
            receipt of the proprietary Information by the Receiving Party. In
            the event of any legal action or proceeding or asserted legal
            requirement for disclosure of Proprietary Information furnished
            hereunder, the Receiving Party will promptly notify the Disclosing
            Party and, upon the request and at the expense of the Disclosing
            Party, will cooperate with the Disclosing Party in lawfully
            contesting such disclosure. Except in connection with any failure to
            discharge its responsibilities under the preceding sentence, the
            Receiving Party will not be liable for any disclosure pursuant to
            court order.

      D.    Proprietary Information will remain the property of the Disclosing
            Party and will, at the Disclosing Party's request and after it is no
            longer needed for the purposes of this Agreement, promptly be
            returned thereto or be destroyed, together with all copies made by
            the Receiving Party and by anyone to whom such Proprietary
            Information has been made available by the Receiving Party in
            accordance with the provisions of this Section.

15.   LICENSE OF SOFTWARE

      A.    Customer acknowledges that any software supplied by HNS to Customer
            hereunder is subject to the proprietary rights of HNS and/or HNS'
            vendor(s) (the Licensor(s)). HNS hereby represents that it either
            owns the software to be supplied hereunder or has obtained the right
            to grant the license provided hereby to Customer. HNS or its
            Licensor(s), as the case may be, will retain title to all of the
            software.

      B.    HNS hereby grants to Customer and Customer hereby accepts from HNS a
            limited, nonexclusive license (or sublicense, as applicable) to use
            the software solely in the operation of HNS equipment, to commence
            on delivery of the software to Customer and to last for the term of
            this Agreement.

      C.    Except as permitted by this paragraph, Customer will not (i) copy or
            duplicate, or permit anyone else to copy or duplicate, any part of
            the software, or (ii) create or attempt to create, or permit others
            to create or attempt to create, by reverse engineering or otherwise,
            the source programs or any part thereof from the object programs or
            from other information made available under this Agreement.

      D.    Customer will not, directly or indirectly, sell, transfer, offer,
            disclose, lease (as lessor), or license the software to any third
            party, except that subject to the terms of this Agreement, Customer
            may sublicense to a third party lessee or user of the equipment the
            right solely to use the software in the operation of the equipment.

                                       12
<PAGE>   15
16.   ADDITIONAL CLAUSES

      A.    GOVERNING LAW: This Agreement will be interpreted under the laws of
            the State of Maryland applicable to Agreements made and performed in
            that State, notwithstanding the place of execution or performance of
            this Agreement.

      B.    SEVERABILITY: If any of the provisions or any portion of the
            provisions of this Agreement shall be invalid or unenforceable, such
            invalidity or unenforceability will not invalidate or render
            unenforceable the entire Agreement, but rather the entire Agreement
            will be construed as if not containing the particular invalid or
            unenforceable provisions or portion thereof, and the rights and
            obligations of the parties hereto will be construed and enforced
            accordingly.

      C.    NO WAIVER: Failure by either party to exercise any rights under this
            Agreement in any one or more instances will not constitute a waiver
            of such rights in any other instance. Waiver by such party of any
            default under this Agreement will not be deemed a waiver of any
            other default. No alteration or modification of any provision of
            this Agreement will be binding unless in writing and signed by duly
            authorized representatives of both parties.

      D.    NOTICES: All notices provided for herein (other than routing
            communications concerning the Services to be provided hereunder)
            will be given in writing and will be effective when delivered
            personally or when sent by certified mail, return-receipt requested,
            postage prepaid, or when the answer-back is recorded by the sender's
            telecopier machine at the end of a telecopier communication. All
            notices sent by either party will be addressed as follows:

            If to HNS:

            Hughes Network Systems, Inc.
            11717 Exploration Lane
            Germantown, Maryland  20876
            ATTN:  Director, Satellite Networks Division Contracts

            If to Customer:

            Video Jukebox Network, Inc.
            1221 Collins Avenue
            Miami Beach, FL  33139
            Attn:  Vice President, Operations

      E.    ENTIRE AGREEMENT: This Agreement and the Attachments hereto
            constitute the entire Agreement between the parties and supersede
            any prior written or oral Agreement or understanding with respect to
            the subject matter hereof. No interpretation, amendment, or change
            to this Agreement will be effective unless made in writing and
            signed by both parties, except that each party may change the
            address or the name of the person to whom notices to that party will
            be sent by giving written notice of such change to the other party
            as provided in Section 16D hereof.

                                       13
<PAGE>   16
      IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
by and through their duly authorized representatives.

                                       Hughes Network Systems, Inc.

                                  By:         /s/ SHELDON REVKIN
                                       ---------------------------------

                                  Name:         Sheldon Revkin
                                       ---------------------------------

                                  Title       Sr. Vice President
                                       ---------------------------------

                                  Date:             3/1/96
                                       ---------------------------------
                      
                                       Video Jukebox Network, Inc.

                                  By:      /s/ ALAN R. McGLADE
                                       ---------------------------------

                                  Name:         Alan R. McGlade
                                       ---------------------------------

                                  Title       President and CEO
                                       ---------------------------------

                                  Date:            2-21-96
                                       ---------------------------------
                      

                                       14
<PAGE>   17
                                  ATTACHMENT I

                            ORDER AND PRICE SCHEDULE

                                       TO

                                AGREEMENT BETWEEN

                           VIDEO JUKEBOX NETWORK, INC.

                                       AND

                          HUGHES NETWORK SYSTEMS, INC.

                                       FOR

                PERSONAL EARTH STATION(TM) EQUIPMENT AND SERVICES
<PAGE>   18
                                  ATTACHMENT I
                            ORDER AND PRICE SCHEDULE

1.    INITIAL ORDER FOR SERVICES AND EQUIPMENT

      A.    Services

            The following sets forth the initial order for Shared Hub Services
            and also sets forth the Service configuration that comprises the
            initial order for Services under this Agreement. This configuration
            is based upon the traffic parameters previously provided to HNS by
            the Customer, as detailed in Attachment III.

<TABLE>
<CAPTION>
                                                                                            Initial Order(1)
                                                               Unit Price   Initial Order     Total Price
            Shared Hub Service Component                        Per Month      Quantity        Per Month
            ----------------------------                       ----------   -------------   ----------------
<S>                                                             <C>              <C>            <C>    
            Shared Hub Equipment                                $ 4,091           1             $ 4,091
                Network Startup Equipment                                                   
                Uplink Power Control                                                        
                One SuperLIM                                                                
                One Backup SuperLIM                                                         
                Network Management System                                                   
                                                                                            
            Network Operations Services                         $17,000           1             $17,000(2)
            and Program Management                                                          
                Software Technical Support                                                  
                Hardware Technical Support                                                  
                Program Management                                                          
                                                                                            
            Transponder Space Segment (Galaxy VII, NB)          $ 1,800/1%        8             $14,400
                One 512 kbps Outroute                                                       
                One 128 kbps Inroute                                                        
                                                                                            
            Remote Maintenance (Normal Coverage)                $ 42.50          130            $ 5,525
                                                                                            
            Extended Coverage Remote Maintenance                $ 10.00          130            $ 1,300
</TABLE>

------------------
1.   Adjustments to the Service configuration for additional PESs, applications,
     or transmission requirements will be priced as listed above. Such
     adjustments to the Service configuration will be based on Customer's
     revised requirements, will be provided on a best reasonable efforts basis,
     and will be provided to the Customer no later than three (3) months from
     date of request.

2.   The charge for this service for the first month will be $5,000, and will
     increase by $3,000 every other month until the specified $17,000 price
     level is reached.

                                       I-2
<PAGE>   19
<TABLE>
<CAPTION>
                                                                                             Initial Order
                                                                 Unit Price   Initial Order   Total Price
            File Broadcast Service Component                      Per Month      Quantity      Per Month
            --------------------------------                     ----------   -------------  -------------
<S>                                                                 <C>            <C>          <C> 
            File Broadcast Server Maintenance                       $500             1            $500

            File Broadcast Remote Software Maintenance              $  3           130            $390
                (includes software and license)

<CAPTION>

                                                                                             Initial Order
                                                                 Unit Price   Initial Order   Total Price
            Backhaul Service Component                            Per Month      Quantity      Per Month
            --------------------------------                     ----------   -------------  -------------
<S>                                                                <C>               <C>        <C>   
            T1 Backhaul Access                                     $5,485            1          $ 5,485
                (1.544 DS-1 1XC access line from
                local loop 305-674 to local loop 612-338)



                                                                                                -------

TOTAL MONTHLY SERVICE CHARGE                                                                    $48,691
                                                                                                =======
</TABLE>

                                       I-3
<PAGE>   20
      B.    Equipment

<TABLE>
<CAPTION>
                                                                 Unit Price      Quantity    Extended Price
                                                                 ----------      --------    --------------
<S>                                                               <C>             <C>          <C>     
            PES (Basic package with one RF                        $ 7,300          130         $ 949,000
              Subsystem, one Turbo Port Card (TPC)
              with one Ethernet Interface and two RS-232
              interfaces, 1.2 m.antenna, and indoor unit,
              including standard installation and installation

            Deicing for 1.0 or 1.2 m. antenna
              Deicing determined by HNS to be necessary           $   972            6         $  5,832(3)
              based on 10 day/year deicing zone                                                  
                                                                                                 
              Deicing recommended by HNS based on 10              $   972           19         $ 18,468(3)
              day/year deicing zone                                                              
                                                                                                 
            File Broadcast Equipment and Software                                                
                                                                                                 
            File Broadcast HUB SERVER                             $34,650            1         $ 34,650
            (Vax Workstation 4000/96 with                                                       
            32MB memory, 12GB hard disk
            capacity, tape drive, scsi turbochannel
            adaptor expansion(4), TCP/IP software,
            3 user license)

                File Broadcast Software(5)                                                     (included)

                File Broadcast License                                                         (included)

            Backhaul Access Equipment

            Line Conditioning Equipment                           $  2600            2         $   5200
            (4 channel CSU/DSU, mounting ears,
            includes aggregate and channel side
            cabling)
</TABLE>


(3)  Add $600 if not concurrent with PES installation. Price does not include
     deicing electrical work, which will be billed at current time and materials
     rates plus 10%. In addition, the number of sites necessary and recommended
     for deicing is based upon an analysis of a list of 125 Customer's
     locations, the addresses of which were provided to HNS.
(4)  SCSI turbochannel adaptor provides for expansion of SCSI devices. It will
     be ordered as part of the base system. Ordering lead time is 120 days.
(5)  Upon completion by HNS of the development of the fixed gap retransmission
     size feature , the file broadcast application shall function in accordance
     with the following specifications: The annual average transmission
     multiplier for a network of 150 sites or less shall not exceed 1.5.
     Customer acknowledges that there is a significant variation in weather
     throughout the year, and that there will be periods of one or two months in
     duration during which the transmission multiplier frequently will exceed
     2.0 on a daily basis. During the balance of the year, the transmission
     multiplier is expected to be less than 1.2.

                                       I-4
<PAGE>   21
<TABLE>
<CAPTION>
                                                                 Unit Price      Quantity    Extended Price
                                                                 ----------      --------    --------------
<S>                                                                 <C>              <C>      <C>    
            Ethernet/Serial Routing Equipment                       $6044            2        $   12,088
            (Dual ethernet, two wide area serial
            interfaces, enterprise software set supporting
            tcp/ip routing, including maintenance and
            documentation)

                                                                                              ----------
            Total Equipment                                                                   $1,006,770(6)
                                                                                              ==========
</TABLE>

2.   OPTIONS

<TABLE>
<CAPTION>
                                                                                       Unit Price
     A.   Services                                                                     Per Month
          --------                                                                     ----------
<S>                                                                                <C>
          Additional Space Segment                                                    $1,800/1% of
          (subject to current pricing and availability)                            transponder capacity

          Line Interface Modules (LIMs)                                               $  316
              Each LIM can support up to one 56-kbps hub port; or                   
                  two 19.2-kbps hub ports or four 9.6-kbps hub ports                
                                                                                    
          LAN Interface Modules                                                       $  750
                                                                                    
          SuperLIMs                                                                   $2,750
                                                                                    
          Dial modem backup support                                                   $1,107
              (Supports up to 15 ports)                                             
                                                                                    
          Dial modem backup ports                                                     $   25
                                                                                    
          Each additional software protocol, in addition                              $    5
              to initial protocol, per PES site                                     
                                                                                    
          PES Modem backup access fee, per PES site                                   $    5
                                                                                    
          IllumiNET Access and Maintenance (applicable when                           $  470
              Customer purchases an IllumiNET Console to                            
              monitor the network)                                                  
                                                                                    
          Customer requested configuration changes                                    $   30/instance
                                                                                    
          Remote Maintenance for additional sites                                   
              For Normal Service Coverage, per PES site                               $42.50
              For Extended Service Coverage, per PES site                             $   10 additional
                                                                                    
          Network Operations Service                                                  $   40
              per PES site in excess of 150 sites                                   
                                                                                    
          Occasional Use Video Uplink                                                 $  800/hour*
              (encrypted video transmission)                                     
</TABLE>

------------------
(6)  Total includes only six deicing locations.

                                       I-5
<PAGE>   22
<TABLE>
<CAPTION>
                                                                          Unit Price
                                                                           Per Month
                                                                          ----------
<S>                                                                 <C>         
          Occasional Use Video Uplink                                     $  500/hour*
              (unencrypted "clear sky" transmission                
                                                                   
          Occasional Use Video Space Segment                              $1,500/hour*
              (based on less than 15 hours of usage/month          
                                                                   
          Occasional Use Video Space Segment                              $1,100/hour*
              (based on more than 15 hours of usage/month)         
                                                                   
     *    Services are subject to price changes and availability   
                                                                   
          Live Video Uplink Feed                                    Quoted on per site basis
</TABLE>

     B.     Disaster Recovery

            HNS, at Customer's option, can provide a Disaster Recovery Service
            (DRS) to Customer in the event of a catastrophic failure of the
            shared hub on which Customer resides. In such an event, HNS will
            move Customer's commissioned Equipment off the affected hub to
            another HNS hub within eight (8) hours of the declaration of the
            disaster by HNS. This service will only be available as long as
            Customer remains on Galaxy 7 or its replacement.

            As a part of this DRS, Customer will be provided, at its request,
            one day every six (6) months for test purposes. Such testing is to
            be jointly coordinated between Customer and HNS.

            Customer will be responsible for the provision and maintenance of
            all required backhaul facilities, including multiplex equipment, as
            may be necessary to facilitate the DRS.

            Following is the pricing for provision of the DRS:

<TABLE>
<CAPTION>
<S>                                                            <C>      
              Outroute (per percent of outroute)               $    10/month
              Inroute (each)                                   $   100/month
              LIMs (each)                                      $    32/month
              LAN Interface Modules                            $    75/month
              Access fee per PES (less than 150)               $    20/month
              Floor space for racks and Customer equipment     $   100/month
              One-time connectivity/PM/ENG/per data center     $10,000(7)
              One-time circuit termination (per line)          $   250
              Hourly test fee                                  $   400
</TABLE>                                                        

----------------------
(7)  This is a one-time only fee, upon selection of this service by Customer, to
     allow HNS to setup the necessary configuration in its disaster recovery
     data base.

                                       I-6
<PAGE>   23
     C.     Equipment and Associated Items

<TABLE>
<CAPTION>
                                                                                                Unit
                                                                             Quantity       Purchase Price
                                                                             --------       --------------
<S>                                                                         <C>                <C>   
            PES Equipment
            PES (Basic package with one RF                                     each             $6,800
                Subsystem, one Turbo Port Card (TPC)                                        
                with one Ethernet Interface and two RS-232                                  
                interfaces, 1.0 m.antenna, and indoor unit,                                 
                including standard installation and installation                            
                                                                                            
            PES (Basic package with one RF                                     each             $7,300
                Subsystem, one Turbo Port Card (TPC)                                        
                with one Ethernet Interface and two RS-232                                  
                interfaces, 1.2 m.antenna, and indoor unit,                                 
                including standard installation and installation                            
          -   Multiport Port Cards (MPC)                                     1 - 299            $1,350
              (with two ports and one junction box)                         300 - 499           $1,250
                                                                               500+             $1,200
                                                                                            
          -   Turbo Port Card with Ethernet interface (no serial)            1 - 299            $2,500
              (Add a junction box for two RS-232 ports and                  300 - 499           $2,350
              one PLC for third and fourth serial port support)                500+             $2,200
                                                                                            
          -   Turbo Port Card with Token Ring LAN interface (no serial)      1 - 299            $2,750
              (Add a junction box for two RS-232 ports and one              300 - 499           $2,575
              PLC for third and fourth serial port support)                    500+             $2,400
                                                                                            
          -   Turbo Port Card with two serial RS-232 ports                   1 - 299            $2,000
              (and Junction Box) (Add one PLC for third and                 300 - 499           $1,850
              fourth serial port support) (Add Token Ring or                   500+             $1,700
              Ethernet PLC for LAN support)                                                 
                                                                                            
          -   Compact Port Cards (CPC with two RS-232 interfaces             1 - 299            $1,300
              and one junction box) (Four serial ports maximum              300 - 499           $1,200
              capability)                                                      500+             $1,100
                                                                                            
          -   Voice Port Modules at 16 Kbps (VPMs)                            1 - 50            $1,800
                                                                             50 - 500           $1,650
                                                                               501+             $1,500
                                                                                            
          -   Voice Port Modules at 5 Kbps CELP                               1 - 50            $1,900
                                                                             50 - 500           $1,750
                                                                               501+             $1,600
                                                                                            
          -   Multiport Card Expansion (two ports per card)                  1 - 299             $350
                                                                            300 - 499            $300
                                                                            500 - 999            $250
                                                                              1000+              $200
</TABLE>

                                      I-7
<PAGE>   24
<TABLE>
<CAPTION>
                                                                                         Unit
                                                                        Quantity    Purchase Price
                                                                        --------    --------------
<S>                                                                     <C>          <C> 
          -   MPC failsafe dial backup capability                        1 - 299         $400
              (user port and backup port per PLC)                       300 - 499        $350
                                                                        500 - 999        $300
                                                                          1000+          $250

          -   Four slot indoor unit (in place of one slot)                 Each          $750
                                                                                      additional

          -   Extended Digital Interface Unit (EDIU)                                    $2,750 
                  (incremental price for EDIU containing                              additional
                  13 port card slots rather than DIU when ordered as 
                  part of complete PES)

          -   EDIU                                                                      $5,000
                  (price for standalone unit, rather than
                  substitute for DIU; includes IFM card but no port
                  cards)

          -   Ethernet PLC for Turbo Port Card upgrade to LAN            1 - 299         $700
                                                                        300 - 499        $650
                                                                        500 - 499        $625
                                                                          500 +          $600

          -   Token Ring PLC for Turbo Port Card upgrade to LAN          1 - 299         $950
                                                                        300 - 499        $900
                                                                        500 - 499        $850
                                                                          500 +          $800

          -   Junction Box add-on for MPC, CPC or TPC                      Each          $300
                  (supports four I/O ports) (use for additional of
                  serial ports to TPC or for ports 5 to 8 on MPC)

          -   Serial Port Converter (two interfaces per PLC)             1 - 299         $500
                  Serial Port expansion of MPC, TPC or CPC              300 - 499        $425
                  (either RS-232, RS-422 or V.35)                       500 - 499        $400
                                                                          500 +          $390

          -   2-watt Ku-band PES upgrade                                   Each         $1,800
                  (at time of initial PES order)

          -   Universal Tripod Mount                                       Each          $500

          -   Nonpenetrating Mount (when ordered separately)
                  1.8 meter or smaller                                     Each          $900
                  2.4 meter                                                Each         $1,000

          -   Deicing (includes feedhorn heater)
                  1.0 meter                                                Each          $972
                  1.2 meter                                                Each          $972
                  1.8 meter                                                Each         $1,440
                  2.4 meter                                                Each         $2,900
</TABLE>


                                      I-8
<PAGE>   25
<TABLE>
<CAPTION>
                                                                                        Unit
                                                                         Quantity   Purchase Price
                                                                         --------   --------------
<S>                                                                        <C>       <C>   
          -   PES 2.4 meter antenna (equipment only)                       Each         $2,350
                  (excludes installation)                                             additional

          -   IllumiNET Console                                            Each         $25,000

          -   Video Integrated Receiver Decoder (IRD)                      Each         $1,600

          -   File Broadcast Hub Server Memory                             Each          $6876
              (64-MB capacity. four 16-MB SIMMS
              modules.  For VAXstation 4000
              model 90 systems)

          -   File Broadcast Hub Server CDROM                              Each          $370
              (SCSI CDROM for VAXstation 4000
              model 90 systems)

          -   File Broadcast Hub Server  2GB Hard Drive                    Each          $1305
              (3.5" SCSI hard drive with 2.1Gbf storage
              capacity for VAXstation 4000 model 90 systems)

          -   Backhaul Access Single Ethernet 2501 Router                  Each          $4844
              (single ethernet interface with 2 wide area
              interfaces, includes enterprise software set
              and maintenance)

          -   Backhaul Access Dual Ethernet 2514 Router                    Each          $6044
              (dual ethernet interface with 2 wide area
              interfaces, includes enterprise software set
              and maintenance)

          -   Backhaul Access CSU/DSU                                      Each          $2456
              (Tellabs unit with 4 V.35 channels)
</TABLE>

     D.   PES Installation Charges

          The following PES installation pricing is based upon the standard
     installation requirements, except as otherwise indicated, outlined in
     Attachment II of the Agreement.

<TABLE>
<CAPTION>
                                                                             Price
                                                                             -----
<S>                                                                     <C>
          -   PES Antenna Size and Mount Type
              1.0-meter, 1.2-meter or 1.8-meter Standard Ground Mount
              (Pole less than 6 feet)                                      included

              1.0-meter, 1.2-meter or 1.8-meter Nonpenetrating Mount       included

              2.4-meter standard ground mount                           $825 additional
</TABLE>

                                       I-9
<PAGE>   26
<TABLE>
<CAPTION>
                                                                         Price
                                                                         -----
<S>                                                          <C>
              1.0-meter, 1.2-meter, 1.8-meter, 2.4-meter              Individual Bid
                  (Other Mount Types)

          -   Additional data cable installed (greater than
                  25 feet)                                             $1.00/foot

          -   Site Survey and Report only                               $625/each

          -   Voice cable installed                                    $1.25/foot

          -   Television Coaxial Cable installed                       $1.75/foot

          -   Obtain permits and approvals requiring                     $90/hour
              additional or special documentation or                 plus all direct
              requiring attendance at meetings before                  expenses at
              local planning or zoning boards                         cost plus 10%

          -   Obtain permits and approvals, where                        $90/hour
              requested, but not required                            plus all direct
                                                                       expenses at
                                                                      cost plus 10%

          -   Engineering Drawings, Special Reports, etc.             Cost plus 10%

          -   PES IFL Cables

              Non-plenum:

                  Type 1              up to 125 feet         included in basic installation
                  Type 2              126 - 250 feet                 $150 additional
                  Type 3              251 - 485 feet                 $350 additional
                  Type 4              486 - 900 feet              $3.00/foot additional

              Plenum:

                  Type 1              up to 110 feet                  $50 additional
                  Type 2              111 - 185 feet                 $300 additional
                  Type 3              186 - 340 feet                 $550 additional

          -   1.0- and 1.2-meter Deicing Installation(8)                $300/each

          -   1.8-meter Deicing Installation(9)                         $325/each

          -   2.4-meter Deicing Installation(9)                         $400/each

          -   Expedited Installation at Customer's request
              (in less than 30 days after
              notification of landlord approval)                       $1,000/site
</TABLE>

(8)  Add $600 if not concurrent with PES installation. Price does not include
     required deicing electrical work, which will be billed at current time and
     material rates plus 10%.

                                      I-10
<PAGE>   27
<TABLE>
<CAPTION>
                                                                          Price
                                                                          -----
<S>                                                                   <C>      
          -   Aborted installation                                      $750/site

          -   Site Cancellation Fee

              With more than 7 days notice                              No charge
              With less than 7 days notice                              $750/site

          -   PES Shipping Fee:

              Up to 1.8-meter Antenna                                   $200/site
              2.4-meter Antenna                                         $250/site
              Quikpoint Kit installation and calibration                 $75/site

          -   Install Port Card or Dialup connection                    $275/each

          -   Install Device (same room as DIU)                         $300/each

          -   Install Device (same room as DIU, connection made
               while technician is onsite performing other service)     $150/each

          -   Install Device (different room)                           $340/each

          -   Install Device (Penetration through firewall or
              existing conduit required, up to 150' of cable)           $420/each

          -   Move DIU (same point of entry, same IFL cable)            $340/each

          -   Move DIU (new IFL cable, 140' to 280')                    $850/each

          -   Move DIU (new IFL cable, over 280')                      $1,146/each

          -   Deinstallation of NPM (other mount types - 
                 individual bids)                                        $1,200

          -   Site relocation charges for 1.0 meter NPM*                 $3,100

          -   Site relocation charges for 1.2 meter NPM*                 $3,600

          -   Site relocation charges for 1.8 meter NPM*                 $4,000

          -   Site relocation charges for 2.4 meter NPM*              Individual bid

          -   Site relocation charges for other mount types           Individual bid

              *Assumes same city and deinstall/reinstall within
                 24 hours

          -   Nonstandard Installations                               Individual Bid
</TABLE>

                                      I-11
<PAGE>   28
     E.   Monthly Maintenance Service Coverages, Charges, and Conditions(9)

          This section lists the maintenance charges for different service
          coverages and maintenance for associated items.

          -   Pricing for Additional Items applicable for all Service Coverages

<TABLE>
<CAPTION>
                  Description                                             Price
                  -----------                                             -----
<S>                                                                <C>     
                  Per Additional Data Port Card                          $5/month
                  Per Additional PLC                                     $1/month
                  Per Voice Port Card                                    $5/month
                  Per Dual Autodial/Answer Modem Port                    $3/month
                  Per Video IRD                                          $5/month
                  Deicing (per site)                               Demand Service Rate
</TABLE>

     F.   Charges for Other Services

          -   Demand Services Rate

              $125/hour, plus travel at $0.26 per mile
              Material at cost plus 10%

          -   Special Equipment Charges

              In the event that special equipment is required for maintenance
              (including, but not limited to scaffolding and power lift trucks),
              it will be provided by HNS, if practical, and the Customer will be
              billed for the actual cost to HNS plus 10%. At sites requiring
              special equipment for physical access, onsite repair time in
              excess of 1 hour will be billed at prevailing rates for Demand
              Services specified above.

          -   Monitoring and Maintenance of Terrestrial Communication

              Ordering of terrestrial communications equipment and services, and
              the monitoring and maintenance thereof, will be performed by HNS,
              at Customer's request, for the actual terrestrial communications
              equipment and facilities costs, plus 10%.

          -   False Call-Out Charge

              In the event that Customer calls out an HNS Service Representative
              to its location, and such Representative determines that the
              problem was not caused by HNS, HNS may assess a False Call-Out
              charge of $200 per instance


--------------------
(9)  Monthly maintenance charges per PES for normal service coverage are
     included in the hub access/remote maintenance charge listed in Section 1.A.

                                      I-12
<PAGE>   29
3.    SYSTEM IMPLEMENTATION SCHEDULE

-  Number of  Remotes installed  in month one                         1
 
-  Number of  Remotes installed in month two                          5

-  Number of  Remotes installed in month three                       10

-  Number of  Remotes installed in month four                        12

-  Number of  Remotes installed in month five                        15

-  Number of  Remotes installed in month six                         17

-  Number of  Remotes installed in month seven                       20

-  Number of  Remotes installed in month eight                       30

-  Number of  Remotes installed in month nine                        40

                                      I-13
<PAGE>   30
                                 ATTACHMENT II

                                       TO

                                AGREEMENT BETWEEN

                           VIDEO JUKEBOX NETWORK, INC.

                                       AND

                          HUGHES NETWORK SYSTEMS, INC.

                                       FOR

                  PERSONAL EARTH STATION INSTALLATION SERVICES
<PAGE>   31
                                  ATTACHMENT II
                  PERSONAL EARTH STATION INSTALLATION SERVICES

1.    INSTALLATION SERVICES OVERVIEW

      The installation process for a PES remote terminal consists of the
      following major steps:

      A.    Preparation of installation specification document based upon
            specific Customer guidelines and requirements, such document to be
            reviewed and approved by the parties.

      B.    Customer informs onsite personnel of the planned installation and
            arranges for access to sites. Customer provides the required
            installation information for the sites. The required installation
            information includes:

            -    Contact, Address, Telephone Number
            -    Alternate Contact, Address, Telephone Number
            -    Site Number, Address
            -    Building Manager, Address, Telephone Number
            -    Building Owner, Address, Telephone Number

      C.    HNS performs site surveys at sites identified by HNS as requiring
            site surveys.

      D.    Customer obtains necessary landlord approvals.

      E.    HNS obtains construction permits at sites identified by HNS as
            requiring permits.

      F.    HNS prepares sites identified by HNS as requiring preparation.

      G.    HNS installs and commissions the PES remote terminal Equipment.

2.    PES MOUNTS

      The following mounts and associated prices exclude efforts to structurally
reinforce walls or roofs, landscaping, tree removal, excavation into pavement
for cable conduit, roof penetrations, or restricted roof access requiring cranes
or helicopters. Ground mounts and nonpenetrating roof mounts, as described
below, are considered "Standard Installations" in accordance with Section 4.2.D
of this Agreement. Any other type of mount is considered "Nonstandard
Installation."

      A.    Option One -  Nonpenetrating Roof Mount

            Includes material and labor for the following items:

            1)   Nonpenetrating antenna mount for up to 1.8-meter PES antenna.

            2)   Ballast as required for the wind zone of each particular site.

            3)   Assembly of the nonpenetrating mount and placement of ballast.

            4)   Ground cable to an existing water pipe or existing grounded
                 structural steel member consisting of #8 gauge wire up to 15
                 feet in length. Additional length, or a driven ground rod, can
                 be provided on a cost plus 10% basis, if required.

                                      II-2
<PAGE>   32
            5)   Interconnecting cables at the PES indoor unit of up to 25 feet
                 in length for all Customer data and telephone Equipment.

            Anti-icing ac power can be provided on a cost plus 10% basis.

      B.    Option Two -Ground Mount

            Includes material and labor for the following items:

            1)   Standard pole not to exceed 6 feet in height above ground.

            2)   Trenching through up to twenty (20) feet of soil (does not
                 include conduit or trenching through blacktop or concrete)

            3)   Ground cable to an existing water pipe or existing grounded
                 structural steel member consisting of #8 gauge wire up to 15
                 feet in length. Additional length, or a driven ground rod, can
                 be provided on a cost plus 10% basis, if required.

            4)   Interconnecting cables at the PES indoor unit of up to 25 feet
                 in length for all Customer data and telephone Equipment.

            Anti-icing ac power can be provided on a cost plus 10% basis.

            C.   Option Three - Optional Antenna Mounts

            In some cases (special sites), alternate mounting techniques may be
            required for wall, roof, or complex ground mounts. These are offered
            by HNS at an additional cost and will require additional independent
            contractor Services at additional cost in some instances. If
            nonstandard mounts or installations are required, upon completion of
            the site survey, HNS will provide Customer with a quotation of its
            price to perform this installation. If this quote is accepted by
            Customer, HNS will proceed with the installation.

3.    STANDARD PES INSTALLATION AND COMMISSIONING

      HNS will perform PES Equipment installation and commissioning at each
      Customer site as specified below:

      A.    Install the outdoor unit at designated location.

      B.    Install the indoor unit at designated location.

      C.    Supply up to 125 feet of PVC IFL cable. Additional cable and/or
            plenum style cable can be supplied at additional cost.

      D.    Run connecting cable between outdoor and indoor units.

      E.    Connect the indoor unit to the provided ac outlet.

      F.    Connect active anti-icing (if applicable) to the provided ac
            outlets.

      G.    Attach the indoor unit data ports to the Data Terminal Equipment
            (DTE).

      H.    Align antenna to the satellite.

      I.    Perform initial commissioning procedures, with cooperation of the
            hub operator.

                                      II-3
<PAGE>   33
      J.    Perform the PES installation testing procedure and record data.

      K.    Complete Customer acceptance report in conjunction with local
            Customer representative.

      L.    Notify the OC that the Customer site is in operation and that
            Service coverage is to begin.

                                      II-4
<PAGE>   34
                                 ATTACHMENT III

                                       TO

                                AGREEMENT BETWEEN

                           VIDEO JUKEBOX NETWORK, INC.

                                       AND

                          HUGHES NETWORK SYSTEMS, INC.

                               ACCEPTANCE CRITERIA
<PAGE>   35
                                 ATTACHMENT III
                               ACCEPTANCE CRITERIA

1.       INTRODUCTION

         This Attachment contains the acceptance criteria as mutually agreed
upon between the Customer and HNS and as defined in the document entitled Video
Jukebox Network Hughes VSAT Network Pilot Program success Criteria Revision B.
This document defines Customer's requirement for the succesful completion of the
VSAT Network Pilot Program with HNS. The agreed upon criteria also define the
acceptance criteria for execution of this agreement.

2. VJN  APPLICATION

2.1  OVERVIEW

Customer will use the PES VSATs to enable WAN communications from its Operation
facilities in Miami FL and Mt. Laurel, NJ, to cable headends located throughout
the United States.

2.2  NETWORK TRAFFIC CHARACTERISTICS

The VSAT network will carry the following network traffic:
         1. Interactive digit entry / Video ordering transactions
         2. Customer cable headend equipment maintenance / monitoring traffic
         3. Broadcast file transfers using HNS file broadcast application

2.3  HARDWARE / SOFTWARE PLATFORM

The HNS VSAT system shall be capable of interacting with Windows NT 3.5.1
standard Intel-based PCs. These PCs will function as clients, workstations, and
servers. The HNS VSAT system shall be capable of passing the following standard
networking protocols:
         1. TCP/IP
         2. NetBEUI over TCP/IP

3.  SYSTEM REQUIREMENTS

3.1 OVERALL SYSTEM

3.1.1  SYSTEM OPERATION

The HNS VSAT system and file broadcast application shall operate in accordance
with this attachment and other applicable ISBN documentation.

3.1.2  NETWORK FAILURE DETECTION

The HNS VSAT system shall have a method for programmatically detecting a network
failure (remote or uplink) such that backup system management is possible.
Customer agrees that this method will be to use the Ping command in order to
monitor the remotes and ISBN uplink.

3.1.3  TRAFFIC PRIORITY ASSIGNMENT

The HNS VSAT system shall be capable of prioritizing LAN bridge traffic based on
IP port numbers. The system shall provide at least four active levels of
prioritization, one of which shall be capable of assigning a priority level

                                      III-2
<PAGE>   36
to file broadcast traffic, such that higher priority interactive traffic may get
immediate access to space link bandwidth.

3.1.4  SIMULTANEOUS INTERACTIVE AND FILE BROADCAST TRAFFIC

The HNS VSAT uplink shall be capable of prioritizing interactive and file
broadcast traffic such that certain interactive traffic can be given priority in
order to reduce outbound latency. Based upon Customer's decision to waive HNS'
flow control enhancement proposal, Customer agrees to effectively throttle
traffic by enabling prioritization on the Hub SLIM. The customer agrees that the
multicast session will be configured with a lower priority than the point to
point sessions. The file broadcast traffic shall be effectively throttled back
in this situation by ensuring that the interactive traffic will be sent onto the
outroute at the expense, and possible packet loss, of the file broadcast (multi
cast traffic).

3.1.5  BIT ERROR

The HNS VSAT system shall have a bit error rate not greater than 10(-7), between
the uplink facility and any single remote PES in the Customer network.

3.2  INTERACTIVE NETWORK TRAFFIC PERFORMANCE CHARACTERISTICS

This traffic shall consist of the following:
         1.  Digit Entry Traffic
         2.  Remote Monitoring Traffic

3.2.1  OUTROUTE LATENCY

Packets traveling over the outroute shall not be delayed by more than 400ms
during conditions of high simultaneous usage (up to 100 users) sending small
transactions (up to 10 bytes). This calculation assumes no overloading on either
the outroute or inroutes. This delay is measured from the uplink hub to the
remote LAN.

3.2.2  WINDOWS NT TCP/IP STACK TUNING

The HNS VSAT system shall be compatible with the WindowsNT TCP/IP stack.
Customer and HNS will jointly tune the system to provide maximum performance
over the VSAT space link.

3.2.3  OUTROUTE PERFORMANCE

Using the HNS VSAT system, the Customer shall realize a bit rate of 512Kbps
outbound. The HNS VSAT system shall provide an aggregate data throughput
(nonVSAT traffic) of 450Kbps. This aggregate throughput assumes the following
conditions:
         -a static environment (No PES downloads)
         -no ODLC overhead
         -no NCC polling occurs
         -no superframe overhead
From the aggregate throughput, the HNS VSAT system shall be capable of providing
an actual user data throughput (including individual protocol overhead) of
something less than 450Kbps. For the HNS file broadcast application, HNS agrees
that this amount, after accounting for a 3% inefficiency factor (10Kbps), shall
be 440Kbps throughput.

                                      III-3
<PAGE>   37
3.2.4  INROUTE PERFORMANCE

The HNS VSAT system shall be capable of a user data throughput of 112Kbps
inbound. This assumes the following conditions:
          -a single active remote on the network
          -a WindowsNT PC system for the source and destination

3.3  FILE BROADCAST APPLICATION

The HNS file broadcast application shall be capable of broadcasting files using
both a transmit and a receive component to WindowsNT based PC systems.

3.3.1  SYSTEM INTEGRATION

The file broadcast application shall be capable of continuous transmission of
large files (500MB), with a throughput as specified in section 3.3.2, to a
remote WindowsNT based PC without disrupting concurrent operations on the
Customer PC. The concurrent Customer PC operations are:
         1. digital video playback
         2. disk defragmentation
         3. copying broadcast files from a staging disk to final disk location.

3.3.2 FILE BROADCAST THROUGHPUT

The HNS file broadcast application shall be capable of a data throughput of
440Kbps as specified in section 3.2.3. Packet loss shall be determined as
specified in section 3.1.4. Customer agrees that packets may be lost due to
receiver noise / atmospheric conditions.

3.3.3  FILE BROADCAST RETRANSMISSION SEGMENT SIZE

Customer agrees that HNS shall develop a file broadcast "fixed length segment"
retransmission scheme. The capabilities of this feature are described in
Footnote 5 in Attachment I. This development is not a feature which will be
evaluated during the Pilot Test.

3.3.4  FILE BROADCAST STATUS MONITOR

The HNS file broadcast application shall be capable of relaying status to
Customer's operations facility regarding file broadcast operations through an
online interface compatible with telnet. This status information shall include
the current status of file broadcast operations such as pending transfers,
success or fail of transfers, and unreachable remote locations.

                                      III-4