UPC POLSKA INC
EX 10.1
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>6
<FILENAME>a2042875zex-10_1.txt
<DESCRIPTION>EX 10.1
<TEXT>

<PAGE>

                                                        EXHIBIT 10.1

                                                        CONFIDENTIAL










                           ________________________

                                  AGREEMENT
                           ________________________



             for digital transmission on the ASTRA Satellite System

                                   between

                    SOCIETE EUROPEENNE DES SATELLITES S.A.

                                     and

                           UPC BROADCAST CENTRE LTD.









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<TABLE>
<CAPTION>

<S>                                                                            <C>
1.  Interpretation..............................................................4

2.  Agreement...................................................................6

3.  Term........................................................................6

4.  Charges.....................................................................6

5.  Spare TWTA..................................................................7

6.  Unavailability..............................................................7

7.  Excluding Circumstances.....................................................7

8.  Interruption, Testing and Monitoring........................................8

9.  Pre-emption.................................................................9

10. Use of Transponder and Encryption...........................................9

11. Service Information.........................................................9

12. Compliance with Law.........................................................9

13. SES' Authority.............................................................10

14. Assignment.................................................................10

15. Termination................................................................11

16. Effect of Termination......................................................11

17. Force Majeure..............................................................11

18. Limitation of Liability - Exclusivity of Remedies..........................12

19. Indemnities................................................................12

20. Confidentiality............................................................12

21. Trademark - Logo and Press Releases........................................13

22. Notices....................................................................13

23. Severability...............................................................13

24. Waiver.....................................................................13
</TABLE>

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                                                                    CONFIDENTIAL

<S>                                                                        <C>
25. Entire Agreement.......................................................13

26. Amendment..............................................................14

27. Proper Law and Jurisdiction............................................14

28. Legal Opinion..........................................................14

29. Condition Precedent....................................................14


  SCHEDULE I:   Satellite and Transponder Description and
                Performance Specifications.................................16

  SCHEDULE I:   Customer Signals, Customer Uplink Signals and Uplink
                Facilities.................................................19

  SCHEDULE III: Service(s).................................................21

  SCHEDULE IV:  Monitoring.................................................22

  SCHEDULE V:   Conditional Access system..................................24

**SCHEDULE VI:  Charges....................................................25**

  SCHEDULE VII: Priority and Pre-emption...................................26

  SCHEDULE VIII: ASTRA Access Agreement....................................29

  SCHEDULE IX:  ASIUS......................................................30
</TABLE>

                             Page 3 of 30

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                                                                  CONFIDENTIAL


                                       AGREEMENT

                                    DATED_______2000

BETWEEN

(1)  SOCIETE EUROPEENNE DES SATELLITES S.A.                      ("SES")
     6815 Chateau de Betzdorf
     Grand Duchy of Luxembourg

AND

(2) UPC BROADCAST CENTRE LTD.                           (THE "CUSTOMER")
    The Maidstone Studios
    Vinters Park
    Maidstone, Kent ME14 5NZ
    Great Britain


PREAMBLE


(A)  SES is the operator of the ASTRA satellite system which comprises several
     satellites co-located at 19.2 degrees East for the retransmission of
     television and radio services;

(B)  The satellite, described in SCHEDULE I-A hereto, is part of this
     satellite system;

(C)  The Customer wishes to use a transponder of said satellite to transmit
     the digital services described herein on the terms and conditions set out
     below;


IT IS HEREBY AGREED AS FOLLOWS:

1.   INTERPRETATION

     1.1   In this Agreement, the following words and expressions shall have
           the meanings ascribed to them below:

           "Cahier des Charges" : the ministerial enactment (arrete
           ministerial) of the Luxembourg government setting out the duties to
           be observed by SES in performance of the Concession;

           "Concession" : the concession contract ("Contrat de Concession")
           entered into by the government of Luxembourg and SES to enable SES
           to operate the satellite system and any amendment thereof;



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     "CUSTOMER DOWNLINK SIGNALS" : DOWNLINK RF(1)--QPSK(2) modulated time
     division multiplexed carrier carrying the Service(s) from the Customer's
     Transponder;

     "CUSTOMER SIGNALS" : the bit stream, carrying the Service(s), produced by
     the Customer and transmitted to the Uplink Facilities for onward
     transmission via the Customer's Transponder and conforming to Schedule II;

     "CUSTOMER START DATE" OR "CSD" : the date on which the Customer has agreed
     to commence the transmission of the Service(s) on the Customer's
     Transponder, being 1 September 2000;

     "CUSTOMER UPLINK SIGNALS" : The RF--QPSK modulated time division
     multiplexed carrier, carrying the Service(s), transmitted from the Uplink
     Facilities to the Customer's Transponder and conforming to Schedule II;

     "CUSTOMER'S TRANSPONDER" : the transponder on the Satellite as described in
     Schedule I-B, or any alternative transponder subsequently allocated to the
     Customer pursuant thereto, and via which the Customer transmits the
     Service(s);

     "EXPIRY DATE" : the last day of the Term;

     "LIBOR" : the one month London inter bank offered rate, applying to the
     currency of this Agreement, as quoted by Banque et Caisse d'Epargne de
     l'Etat in Luxembourg on the due date for payment;

     "MINIMUM TRANSPONDER PERFORMANCE" : as defined in Schedule I-D;

     "OPERATIONAL SERVICE DATE" OR "OSD" : the date on which the SES declared
     the Satellite operational, being 1 January 1998;

     "PAYMENT PERIOD" : a period of the Term in respect of which payments are
     payable or have been paid pursuant to Schedule VI;

     "PRE-EMPTION" : the deliberate interruption and/or cessation of the
     availability of a transponder by SES in accordance with the rules set out
     in Schedule VII and "PRE-EMPT" shall be construed accordingly;

     "RECEIVED SIGNAL POWER" : as defined in Schedule I-D;

     "SATELLITE" : the ASTRA 1G satellite as described in Schedule I-A;

     "SERVICE(S)" : the Customer's services described in Schedule III;

     "SES ASSOCIATES" : SES' officers, employees, consultants, agents,
     contractors or sub-contractors. However, it is understood that CLT/DTS
     performing the play-out for the Customer, are not considered as SES'
     Associate;

     "SPARE TWTA" : a spare travelling wave tube amplifier which can be switched
     to



---------------
(1)      Radio frequency
(2)      Quadramm phase shift keying


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          recover traffic on the Satellite;

          "TARGET MARKET" : as defined in Schedule III;

          "TERM" : the duration of this Agreement as specified in Clause 3;

          "TRANSPONDER" : a part of the Satellite which receives, amplifies and
          frequency-translates the uplink signals and retransmits them as
          downlink signals;

          "UNAVAILABLE", "UNAVAILABILITY" : as defined in Clause 6;

          "UPLINK FACILITIES" : all equipment and ancillary facilities used to
          transmit the Customer Uplink Signals to the Satellite conforming to
          Schedule II;

          "VAT" : Value added tax or any similar tax or charge.

     1.2  In case of conflict between this Agreement and the Schedules hereto,
          this Agreement shall prevail.

2.   AGREEMENT

     With effect from CSD SES will perform the transmission of the Customer
     Uplink Signals carrying the Service(s) by exclusively providing the
     Customer's Transponder for the purpose and monitor the digital transmission
     of the Customer Uplink Signals on the terms set out herein. This Agreement
     does not include multiplexing and uplinking.

3.   TERM

     This Agreement shall begin on the date hereof and expire at the end of the
     day on the tenth (10th) anniversary of CSD, being 31 August 2010.

4.   CHARGES

     4.1  The Customer shall pay the charges set out in Schedule VI as of and on
          the dates set out therein.

     4.2  Sums overdue shall be subject to a late payment interest charge at 2%
          over LIBOR from the due date. The interest shall accrue on a daily
          basis.

     4.3  All sums payable by the Customer under Schedule VI are quoted
          exclusive of any VAT or other sales tax or duties. The Customer
          undertakes to pay any applicable VAT, other tax or duties upon receipt
          of an appropriate invoice from SES.

     4.4  All sums due under this Agreement shall be paid in full without
          set-off, counter-claim or other deduction unless SES commits a
          material breach. A material breach is a breach which adversely effects
          the quality of the Customer's Service.

     4.5  Any sums owed by SES to the Customer for Unavailability pursuant to
          Clause 6 shall be calculated by SES within 15 days from the date on
          which such an event occurred and shall be paid to the Customer within
          thirty (30) days thereafter. If the


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          Customer disagrees with the amount so calculated and notified by SES,
          the Customer shall so notify SES in writing and the parties shall seek
          in good faith to resolve the disagreement. After the due date for
          payment determined hereunder payments for Unavailability shall accrue
          interest at the rate set out in Clause 4.2, unless such payments are
          in dispute.

     4.6  In the circumstance set out in Clause 7.2, the Customer shall not be
          relieved of its obligation to pay the charges payable hereunder.

5.   SPARE TWTA

     If the Customer's Transponder becomes Unavailable and if a Spare TWTA is
     available, then, subject to the priority rules set out in Schedule VII, SES
     shall provide its use to the Customer as soon as reasonably possible.

6.   UNAVAILABILITY

     6.1  The Customer's Transponder shall be regarded as Unavailable if:

          6.1.1  the Received Signal Power falls below the Minimum Transponder
                 Performance by more than 1 dB;

          6.1.2  the interruption of the Service(s) pursuant to Clause 8.1
                 exceeds thirty (30) minutes in any calendar quarter;

          6.1.3  any failure of the Satellite or any part thereof causes an
                 interruption of transmissions of the Service(s).

     6.2  During any period of Unavailability the Customer may obtain temporary
          bridging services from an alternative service provider. Up to the 30th
          day of Unavailability the costs of such bridging services shall be
          split equally between the parties. Thereafter they are on Customer's
          cost. The Customer's payment obligations hereunder shall be suspended
          from the start of the period of Unavailability to the end of such
          period or, if later, the date the Customer's arrangements for bridging
          services in respect of such period of Unavailability come to an end,
          however such date shall not be later than 30 days after the end of any
          period of Unavailability. In this regard, SES shall refund to the
          Customer the pro rata temporis portion of the charges paid by the
          Customer for the period of Unavailability and the Customer shall not
          be liable to pay SES the pro rata temporis portion of the charges
          payable (but not yet paid) in respect of such period of Unavailability
          (as applicable).

     6.3  If the Customer's Transponder becomes Unavailable for a period of
          thirty (30) or more consecutive days, then the Customer may terminate
          the Agreement by written notice to SES (provided that such notice is
          sent while the Customer's Transponder is Unavailable) and Clause 16.1
          shall apply.

     6.4  Clauses 5, 6.2 and 6.3 shall be the Customer's sole remedies in the
          event of an Unavailability and SES shall have no other obligation.

7.   EXCLUDING CIRCUMSTANCES


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     Clauses 6.2 and 6.3 shall not apply:

     7.1  to an Unavailability caused by an act or omission of the Customer or
          of the Customer's Associates;

     7.2  where the Customer Signals, the Customer Uplink Signals or the Uplink
          Facilities do not comply with Schedule II or where the Customer
          Signals are not received by the Uplink Facilities or the Customer
          Uplink Signals are not received by the Customer's Transponder due to
          the fault of the Customer, the Customer's Associates, excluding all
          events of force majeure.

8.   INTERRUPTION, TESTING AND MONITORING

     8.1  SES shall be entitled to interrupt the Service(s) on reasonable notice
          (where practical in the circumstances) and to require the Customer to
          cease transmission of the Customer Uplink Signals where necessary (i)
          to provide the use of a Spare TWTA, and (ii) for operational testing,
          maintenance, monitoring, preventive or curative repair or adjustment
          to be carried out either with respect to the Satellite as a whole or
          part thereof, or one or more of its transponders where necessary, in
          SES' reasonable opinion, to preserve the integrity of the Satellite or
          the overall quality of the satellite transmissions in the short,
          medium or long term. SES shall give the Customer as much notice
          thereof as is practicable in the circumstances and shall agree with
          the Customer upon the date and time of interruption wherever possible.

     8.2  SES shall also be entitled to interrupt the Service(s) or to require
          the Customer to cease transmission of the Customer Uplink Signals if
          the Customer is in breach of any material obligation hereunder and
          after receiving notice of such material breach has not within 14 days
          remedied such breach (except the immediate interruption of the Service
          is requested by the Luxembourg authorities or as set out hereunder).
          ALWAYS PROVIDED THAT if such breach is due to a technical issue, SES
          shall not interrupt the Service(s) without allowing the Customer
          reasonable period of time to correct it, unless the technical issue
          either (i) is an interference with another customer of SES, (ii) could
          cause potentially damage or degradation to the Satellite or to its
          proper functioning or (iii) could affect the quality of the
          transmissions provided by the Satellite. Nothing in this Clause 8.2
          shall permit SES to interrupt the Service(s) in circumstances where
          there is a bona fide dispute between the parties as to any fees due to
          be paid under this Agreement. Any such dispute, if not resolved by
          negotiation, shall be dealt with as provided in Clause 27.

     8.3  SES shall monitor the Customer Uplink Signals and the performance of
          the Customer's Transponder in accordance with the provisions of
          Schedule IV and supply an analysis of the results when so requested by
          the Customer. Such data shall be limited to information which SES can
          reasonably be expected to obtain and which it can reveal without
          liability or breach of any duty to any third party. Such information
          shall be kept confidential.

     8.4  The Customer shall procure that the operator of the Uplink Facilities
          shall assist SES in making any tests to ensure that such Facilities
          and the Customer Uplink Signals comply with Clause 10.3.

     8.5  All Service(s) using the Customer's Transponder shall be uplinked from
          the same uplink antenna.

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9.   PRE-EMPTION

     - Intentionally deleted -

10.  USE OF TRANSPONDER AND ENCRYPTION

     10.1 The frequencies for the Customer Uplink Signals and the Customer
          Downlink Signals initially allocated by SES shall be those stated in
          Schedule I-B or notified to the Customer before CSD.

     10.2 The Customer may on 1 July 2000 and shall, on CSD, commence
          transmitting the Service(s) and thereafter maintain full transmission
          of the majority of the Service(s) as described in Schedule III.

     10.3 The Customer shall procure that the Customer Signals and Customer
          Uplink Signals and Uplink Facilities comply with Schedule II and do
          not interfere with or damage the Satellite or any of its transponders.

     10.4 The Customer may, if so provided in Schedule V, encrypt the Customer
          Signals provided that the Customer, at its costs, provides SES with
          ten operational decoders authorised for reception and any other
          equipment needed to receive the Customer Downlink Signals.

     10.5 SES shall have the right, at any time, to replace the transponder
          carrying the Service(s) on the Satellite by another transponder on any
          other ASTRA satellite at the same orbital position provided that the
          replacement transponder has the same polarization, bandwidth and the
          same uplink and downlink signal frequency as the transponder used by
          the Customer prior to such replacement. Unless SES uplinks the
          Service(s), SES will endeavour to provide to the Customer advance
          notice of twenty-four (24) hours to perform the necessary operations
          to uplink the Service(s) to the other ASTRA satellite. To avoid a
          Service(s) interruption the Customer shall make all necessary
          arrangements with the operator of the Uplink Facilities to accommodate
          such a transponder replacement.

     10.6 The Customer shall not use the Customer's Transponder in any way not
          specified in this Agreement.

11.  SERVICE INFORMATION

     The Customer shall provide to SES the Service(s) information in compliance
     with Schedule III.

12.  COMPLIANCE WITH LAW

     12.1 The Customer shall comply to all material extent with all laws,
          regulations or provisions relevant for the performance of this
          Agreement, shall, where necessary, at all times have and comply with a
          broadcasting license or authorization for the Service(s) and shall
          promptly inform SES of any material change thereof where relevant. If
          the Service(s) is not subject to the laws of a member of the European
          Union it shall, nevertheless, comply with the provisions of the
          "Television Without


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          Frontiers" directive of 3 October 1989, as may be amended, as
          transposed into the laws of Luxembourg being currently Article 6 and
          Chapter IV of the Luxembourg Electronic Media Law of 27 July 1991.

     12.2 SES shall not exercise its right to terminate this Agreement under
          Clause 15.1 by reason of non-compliance by the Customer pursuant to
          Clause 12.1 except where such non-compliance has been determined by a
          court or other authority with competent jurisdiction or where
          otherwise requested by the Government of the Grand Duchy of
          Luxembourg. Moreover if compliance with Clause 12.1 would result in
          the contravention of any future law or regulation in the Target
          Market, the Customer's non-compliance with Clause 12.1 shall
          constitute an event of force majeure. For the avoidance of doubt
          the Customer shall incur no liabilities for contravention of
          applicable law by SES.

13.  SES' AUTHORITY

     This Agreement is subject to the continuing right of SES to provide the
     Customer's Transponder pursuant to the Concession and the Cahier des
     Charges. If this right is withdrawn, then this Agreement shall terminate
     automatically unless the Government of Luxembourg wishes to undertake SES'
     rights and obligations hereunder. In either case, SES shall be discharged
     of all liability and obligation to the Customer subject to Clause 16.

14.  ASSIGNMENT

     14.1 Intentionally deleted.

     14.2 SES hereby authorises the Customer at any time to assign its rights
          under this Agreement to any affiliate under the condition that the
          Customer agrees to continue to be bound by all its obligations and
          liabilities hereunder and to hold SES harmless from any breach of this
          Agreement by its assignee. For the purposes of this Clause 14.2, a
          company will be regarded as an affiliate of the Customer if the
          Customer holds not less than a 50% interest in the shares or
          equivalent of that company or if the company holds at least 50% in the
          Customer or a company being under common control with the Customer.

     14.3 Upon SES' and the Luxembourg Government prior written consent, which
          shall not be unreasonably withheld or delayed, the Customer may
          sub-contract the benefit and the burden of this Agreement to any third
          party provided that no such sub-contract shall relieve the Customer of
          its obligations and liabilities under this Agreement and the Customer
          shall be responsible for the acts, default and omissions of the
          sub-contractor, its employees and agents as fully as if they were
          acts, default, omissions of the Customer itself. Upon SES' and the
          Luxembourg Government prior written consent, which shall not be
          unreasonably withheld or delayed, the Customer may assign, transfer or
          otherwise allow any third party to directly or indirectly exercise its
          rights, in whole or in part. For the avoidance of doubt SES may
          withhold its consents to subcontracts, assignments, transfers or other
          allowances to any third party to directly or indirectly exercise the
          Customer's rights and obligations under this Agreement, in whole or in
          part, to companies not active in the Target Market. Any income earned
          from such subcontract shall be due entirely to the Customer.

15.  TERMINATION


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     In addition to the termination rights provided herein including without
     limitation the Customer's right to terminate as specified in Clause 6.3, a
     party may terminate this Agreement forthwith by written notice if the other
     party:

     15.1 commits a material breach of its obligations hereunder and fails to
          remedy such breach (if capable of remedy) within thirty (30) days of
          written notice from the party requiring such breach to be remedied
          (for the avoidance of doubt, circumstances giving rise to the right to
          terminate under Clause 6.3 do not constitute a material breach); or

     15.2 is unable to pay its debts as they mature; becomes insolvent; is
          subject to bankruptcy, moratorium, insolvency or similar proceedings
          for the relief of financially distressed debtors; is subject to
          winding up, dissolution or liquidation (judicial or non-judicial)
          proceedings; voluntarily or involuntarily suspends or discontinues its
          business; liquidates; makes an assignment for the benefit of its
          creditors; or is subject to the appointment of a receiver, liquidator
          or other third party over its assets or business; or

     15.3 has been prevented by an event of force majeure from materially
          performing its obligations hereunder for sixty (60) days or more. SES
          will waive its right to terminate the Agreement if and for such period
          of time the Customer continues to pay the charge hereunder.

16.  EFFECT OF TERMINATION

     16.1 Where the Agreement is terminated (i) by the Customer, pursuant to
          Clauses 6.3, 15.1 or 15.2, (ii) by either party, pursuant to Clause
          15.3, or (iii) automatically pursuant to Clause 13, then SES shall
          refund to the Customer the pro rata temporis portion of the advance
          payments made by the Customer pursuant to Schedule VI relating to the
          unexpired portion of the Payment Period in progress on the date of
          termination. SES may deduct from such amount all payments, taxes and
          duties payable to governments or other entities for which the Customer
          is liable hereunder and all sums owed to SES at that time.

     16.2 Where SES terminates this Agreement pursuant to Clauses 15.1 or 15.2,
          the Customer shall forthwith pay to SES any sum owed by the Customer
          to SES at that time and shall continue to be liable for and to pay the
          charge provided in Schedule VI (as if the Agreement had not been
          terminated) until such time as SES allocates the Customer's
          Transponder to another customer. SES shall have no obligation to
          market the Customer's Transponder in priority to unused transponder
          capacity on SES' satellites and for a price inferior to that payable
          by the Customer to SES (unless the Customer makes up for the
          difference); however, SES shall use its reasonable efforts to mitigate
          its losses. If the Customer's Transponder is allocated to another
          customer, SES shall refund to the Customer the pro rata temporis
          portion of the advance payments made by the Customer pursuant to
          Schedule VI relating to the unexpired portion of the Payment Period in
          progress on the date at which the other customer starts transmitting.

17.  FORCE MAJEURE

     Neither party shall be considered to be in breach or be liable for any
     damage suffered by the


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     other party or its Associates, by reason of any failure to perform any
     obligation hereunder if and for so long as such failure is the result of an
     event of force majeure. Subject to Clause 15.3, the respective obligations
     of both parties shall be suspended for such time as such an event prevents
     either party from performing its obligations.

18.  LIMITATION OF LIABILITY - EXCLUSIVITY OF REMEDIES

     18.1 Without prejudice to Clauses 5, 6 and 16, neither party shall be
          liable to the other party in any way whatsoever, except for its gross
          negligence ("faute lourde") or wilful misconduct ("dol").

     18.2 The remedies expressly provided in this Agreement are the sole
          remedies available to the parties and the parties waive any other
          rights that they may have.

19.  INDEMNITIES

     19.1 Each party shall indemnify the other as follows:

          19.1.1 damages caused to third parties as a result of a breach by the
                 indemnifying party of this Agreement or a civil duty;

          19.1.2 infringement of copyright, defamation, libel or invasion of
                 privacy (or any allegation thereof) arising in the course of
                 the use of the Customer's Transponder;

          19.1.3 claims in any way connected with the quality or contents of any
                 programme or display transmitted as part of the Service(s), or
                 with any failure, however caused, to perform an obligation
                 owed to any person to transmit any such programme or display;

          19.1.4 infringement by the indemnifying party by virtue of exercising
                 its rights under this Agreement of any other third party right;

          19.1.5 damage caused to the Satellite by the Customer or the operator
                 of the Uplink Facilities save where SES is said operator.

     19.2 The indemnifying party shall indemnify the other party against all
          claims, losses, damages or expenses arising from an infringement of
          patent caused by the use of any apparatus or system provided by the
          indemnifying party to the other.

     19.3 Neither party shall admit any liability or make any concession in
          respect of any claim brought against it for which it may seek an
          indemnity under this Clause 19 without the prior written consent of
          the indemnifying party and the indemnifying party shall have the
          right to control any such proceedings at its own costs and expenses.

20.  CONFIDENTIALITY

     Each party shall, and shall procure that its Associates shall, both
     throughout the Term and thereafter, keep confidential the provisions of
     this Agreement together with all other information disclosed on a
     confidential basis by the other party hereunder and shall not disclose the
     same to any person except when acting under a court order. Unless otherwise


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     specified in writing, all information regarding the performance of the
     Satellite or the Customer's Transponder or the business affairs of the
     parties shall be regarded as confidential. Where necessary to secure its
     financing or otherwise in the legitimate course of its business, each party
     shall have the right to disclose this Agreement to its professional
     advisors, financial institutions and stock exchanges authorities.

21.  TRADEMARK - LOGO AND PRESS RELEASES

     21.1 Each party agrees to allow the other to use its trademark and logo,
          free of charge, throughout the Term, solely for the purpose of
          indicating in any document, advertising or communication made or
          commissioned by such party that the Service(s) is transmitted via the
          ASTRA satellite system.

     21.2 The parties shall agree on a press release to announce this Agreement.

22.  NOTICES

     Any notice shall be in writing and shall be sent to the address of the
     party to be served as above written or to such other address previously
     notified to the other party. All notices shall be delivered by hand,
     registered, or certified post or facsimile. Notices shall be deemed to have
     been received: (i) if delivered by hand, upon such delivery, (ii) if sent
     by post, (seventy-two) 72 hours after the envelope containing such notice
     was posted, or (iii) if sent by facsimile, when the transmission of the
     facsimile is complete. Notices sent by facsimile shall be confirmed by
     letter. The initial facsimile number of the parties are: (i) SES: (352) 710
     725 291, (ii) the Customer: (44) 1622 357 002.

23.  SEVERABILITY

     In the event that a provision of this Agreement is held to be invalid,
     inapplicable or unenforceable such provision shall be replaced by one which
     comes closest to the intention of the parties and the remaining provisions
     of this Agreement shall be unimpaired.

24.  WAIVER

     No relaxation, delay or indulgence by either party in enforcing any right
     under this Agreement shall operate as a waiver thereof.

25.  ENTIRE AGREEMENT

     This Agreement, with the Schedules, is the entire agreement between the
     parties in connection with the subject matter hereof and there are no other
     agreements, written or oral. This Agreement supersedes all prior
     understandings, representations or communications between the parties and
     each party declares that it has not relied on any representation except as
     expressly set out herein.

26.  AMENDMENT

     No provision of this Agreement may be amended, waived or terminated, nor
     may any breach


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     thereof be waived otherwise than (in each case) by the express written
     agreement of the parties hereto. The Agreement will, where necessary, be
     amended to reflect the reasonable changes made by the Luxembourg Government
     to the Concession or the Cahier des Charges or the Luxembourg Laws.

27.  PROPER LAW AND JURISDICTION

     This Agreement shall be governed by and construed in accordance with the
     laws of the Grand Duchy of Luxembourg and the parties hereby submit to the
     exclusive jurisdiction of the Luxembourg courts.

28.  LEGAL OPINION

     Intentionally deleted.

29.  CONDITION PRECEDENT

     This Agreement is subject to the approval of the Board of SES, the Board of
     the Customer and of the Government of Luxembourg. The parties shall each
     use their reasonable efforts to obtain the approvals required.


                                       ***










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                                                                    CONFIDENTIAL

IN WITNESS WHEREOF the duly authorised representatives of the parties hereto
have executed this agreement in two originals on the date first before written.


For and on behalf of
Societe Europeanne des Satellites S.A.

/s/ Romain Bausch                    /s/ Yves Elsen
-------------------------------     ---------------------------------
Romain Bausch                       Yves Elsen
Director General                    Commercial and Marketing Director


For and on behalf of
UPC Broadcast Centre Ltd.

/s/ MAGNUS TERNSJO                  /s/ Nimrod F. Kovaks
-------------------------------     ----------------------------------
By: Magnus Ternsjo                  Nimrod F. Kovaks
Title:   Managing Director          Chairman

/s/ Roger Hodge
-------------------------------
Roger Hodge






                                  Page 15 of 30






<PAGE>

                                                                    CONFIDENTIAL

SCHEDULE I:        SATELLITE AND TRANSPONDER DESCRIPTION AND PERFORMANCE
                   SPECIFICATIONS


A. ASTRA 1G SATELLITE DESCRIPTION

1. Satellite Manufacturer                    :   Hughes Communications Int. Inc.

2. Expected Fuel Lifetime (from OSD)         :   15 years

3. Satellite Station-keeping accuracy        :   Longitude +/- 0.10 degrees
                                                 Inclination +/- 0.10 degrees

4. Stabilisation System                      :   3 axis

5. Designed Channel Capacity                 :

A maximum of 22 transponders at end of life can be operated simultaneously. All
transponders are eclipse protected and may be selected from the following
configurations:

16 transponders in the 13750 - 14000 MHz uplink and 12500 - 12750 MHz downlink
frequency band, 40 transponders in the 17300 - 18100 MHz uplink and 11700 -
12500 MHz downlink frequency band (ASTRA 1E/1F backup)

6. Polarization                              :        Dual Linear

7. Cross-polarization isolation (for areas
     within the 50 dBW e.i.r.p. contour) on
     vertical and horizontal transponders    :        Typical 30 dB

For the avoidance of doubt, the specifications set out in Parts B and C below
shall constitute part of the terms and conditions of this Agreement but the
description of the Satellite in this Part A is for the Customer's information
only and shall not constitute any term or condition of this Agreement.

B. SPECIFIC DESCRIPTION OF TRANSPONDER USE

1. Initial transponder number on the Satellite       :        73

2. Customer Uplink Signal frequency                  :        17475.50 MHz

3. Customer Downlink Signal frequency                :        11875.50 MHz

4. Capacity provided                                 :        27.5 Msym/s

5. Hours of transmission                             :        24 hours per day

6. Pre-emptibility status                            :        See Schedule VII-A

7. Polarisation (downlink)                           :        Horizontal





                                  Page 16 of 30


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                                                                    CONFIDENTIAL


C. ORBITAL POSITION AND TRANSPONDER BANDWIDTH

1. Orbital position                                  :        19.2 degrees East

2. Usable Transponder bandwidth                      :        33 MHz


D. TRANSPONDER PERFORMANCE

1.   "Minimum Transponder Performance" is defined as a satellite single carrier
     saturation e.i.r.p. measured under clear sky conditions by a measurement
     test set-up according to standard engineering practice as described in
     Schedule I-E of:

                  City                      activated on
                                            ASTRA 1G

                  Bialystok                 50.0
                  Gdansk                    50.0
                  Kielce                    51.0
                  Krakow                    52.0
                  Lublin                    50.0
                  Olsztyn                   50.0
                  Radom                     51.0
                  Warsaw                    51.0
                  Wroclaw                   52.0
                  Betzdorf                  51.0
                  Prague                    51.0
                  Bratislava                51.0
                  Budapest                  51.0

     It is understood that SES shall have no obligation to monitor or measure
     the Minimum Transponder Performance in any sites listed above save for
     Betzdorf.

2.   "Received Signal Power" is defined as signal power in dBW on the ground in
     Luxembourg measured by a measurement test set-up according to standard
     engineering practice as described in Schedule I-E. If the measurement is
     not performed under clear sky conditions, the measured value shall be
     corrected to account for the effect of weather and propagation conditions.

3.   The Minimum Transponder Performance and Received Signal Power shall be
     those measured or otherwise ascertained where the Customer is complying or
     procuring compliance with Schedule II.

E.   MEASUREMENT TEST SET-UP AND STANDARD ENGINEERING PRACTICE

     The saturated transponder e.i.r.p. and Received Signal Power is measured
     under all weather conditions at the SES Satellite Control Facility in
     Betzdorf, Luxembourg. The measured e.i.r.p. for the Customer's Transponder
     is kept on record.

     In order to accurately determine each transponder e.i.r.p., a measurement
     set-up consisting of a calibrated fluxmeter and radiometer is used. The
     fluxmeter measures the power flux



                                  Page 17 of 30


<PAGE>


                                                                    CONFIDENTIAL


density at earth surface created by each individual satellite transponder.

The radiometer measures atmospheric attenuation along the satellite path,
assuming the atmosphere to be an absorbing homogeneous medium at a constant
temperature. Atmospheric attenuation is measured at the beginning of each
e.i.r.p. measurement cycle.

The fluxmeter uses a calibrated antenna, with a calibrated RF measurement
subsystem comprising, among others, a LNA, a down converter and a true RMS power
sensor. A 33 MHz selectivity bandpass filter is used to reduce errors due to
adjacent channel interference during e.i.r.p. measurements.


























                                  Page 18 of 30


<PAGE>

                                                                    CONFIDENTIAL


SCHEDULE II:       CUSTOMER SIGNALS, CUSTOMER UPLINK SIGNALS AND UPLINK
                   FACILITIES

A.  SPECIFICATIONS OF CUSTOMER SIGNALS AND CUSTOMER UPLINK SIGNALS

     To ensure consistent and uniform reception of high quality video, audio and
     data services by the users of ASTRA transmitted services, and to allow full
     inter-operability between different manufacturer's equipment, SES requires
     each Customer Signal and Customer Uplink Signal to meet the applicable
     provisions of the following specifications:

     ISO/IEC 13818-1/-2/-3

     Generic coding of moving pictures and associated audio (Part 1: Systems;
     Part 2: Video and Part 3: Audio).

     ETS 300 421

     Digital broadcasting systems for television, sound and data services;
     framing structure, channel coding and modulation for 11/12 GHz satellite
     services.

     ETS 300 468

     Digital Broadcasting systems for television, sound and data services:
     specification for Service Information (SI) in Digital Video Broadcasting
     (DVB) Systems.

     ETR 154

     Implementation guidelines for the use of MPEG-2 Systems, video and audio in
     satellite and cable broadcasting applications.

     ETR 211

     Guidelines on implementation and usage of service information.

     The Customer agrees to transmit the ASTRA Network Information Table ("NIT")
     as described in Schedule IX. More specifically, the Customer Uplink Signals
     shall automatically update its transmitted NIT to reflect any changes of
     the ASTRA NIT. However, the Customer may modify the parts of the NIT
     describing the Customer Uplink Signals (e.g. addition of service list
     descriptor).

B.   CUSTOMER SIGNALS

1.   Video source coding shall be as specified in MPEG-2 main profile/main
     level.

2.   Audio source coding shall be as specified in ISO/IEC 13818-3 and as defined
     in ETR 154.

C.   CUSTOMER UPLINK SIGNAL AND UPLINK FACILITIES

     The Customer shall comply with the specifications and parameters set-out in
     the ASTRA Access Agreement, a copy of which has been separately provided to
     the Customer, which may be amended by SES, as necessary, provided that such
     amendment also applies to other



                                  Page 19 of 30

<PAGE>

     customers on the Satellite.

     More specifically, the Customer Uplink Signals and the Uplink Facilities
     having access to the ASTRA satellite shall meet the performance
     requirements established in the ASTRA Access Agreement. SES will provide a
     reasonable prior notice for any amendment requiring a change of hardware.

     The following parameters shall also be met:

1.   EARTH STATION e.i.r.p.

     For access to the Satellite, the Uplink Facilities must be able to produce
     a minimum earth station e.i.r.p. of (to be notified by SES to the Customer
     once the Customer has informed SES of the uplink site) dBW per RF channel
     for transmissions originated from [to be notified by the Customer to SES].

     However, given that the Service(s) can be transferred to another ASTRA
     satellite, pursuant to Clause 10.5, such transfer may require a separate
     earth station and the Customer should note that for such satellite the
     Uplink Facilities must be able to produce a minimum earth station e.i.r.p.
     to be determined by SES, which may differ from that of the earth station
     which accesses the Satellite.

2.   TRANSMISSION STANDARD

     The transmission standard used for the video, audio, and data services
     shall be in accordance with the specifications given in Section A above.










                                  Page 20 of 30


<PAGE>

                                                                    CONFIDENTIAL

SCHEDULE III:        SERVICE(S) (CLAUSE 10)

The Customer's Transponder shall be used exclusively for the transmission of the
following packages of television services, and related audio, and other services
as specified below all of them targeting at the general public located within
the Target Market. The expression "Target Market" means any or all of the
following countries: Poland, Czech Republic, Slovakia, Hungary, Romania,
Moldova, Bulgaria, Belarus, Russia, Ukraine, Estonia, Latvia, Lithuania,
Slovenia, Croatia, Bosnia, Herzegovina, Yugoslavia, Macedonia and Albania. It is
understood that those countries are only to such extent part of the Target
Market as they are covered by the Satellite footprint.

A.   PAY-PER-VIEW SERVICES, being television services for which the viewer pays
     on the basis of the actual consumption.

B.   PAY TV SERVICES, being encrypted television services available upon
     subscription.

C.   UNENCRYPTED SERVICES, being television services available without any
     special decoding equipment.

D.   OTHER SERVICES [From time to time to be discussed]

E.   For each service considered, the Customer shall provide SES with the
     following information:

1.       Name and address of Operator       :        [        ]
         (if different from Customer)

2.       Name of Television Services        :        [        ]

3.       Type(s) of Programming             :        [        ]

4.       (Primary) Language                 :        [        ]

5.       Hours of transmission              :        [        ]

6.       Teletext Service                   :        [        ]

7.       Encryption                         :        [        ]

8.       License                            :        [        ]

9.       Target Territories                 :        [        ]

10.      Uplink                             :        [        ]

11.      Start of Service                   :        [        ]

The above information, for any given Service, shall be provided at least 30 days
before the proposed start date for the Service and shall be subject to the prior
written consent of the Luxembourg Government.



                                  Page 21 of 30


<PAGE>

                                                                    CONFIDENTIAL

SCHEDULE IV:      MONITORING (CLAUSE 8)

In addition to performing the activities related to controlling the Satellite,
SES will also monitor all the transmissions through all its transponders as
described below.

SES will maintain a Network Operations Centre (NOC) capable of monitoring the
Received Signal Power of the Customer's Transponder on a continual basis in
order to produce a computerized record of the RF characteristics of the
Customer's Transponder.

As part of these activities, SES conducts a quarterly test using its In Orbit
Test System (IOTS) of the performance of each transponder on the ASTRA satellite
system. This test will necessitate that the Customer's Uplink Signal be switched
off during selected periods of time in accordance with Clause 8.1 for not more
than thirty (30) minutes at a time.

If a problem is detected, the NOC Operators will initiate and co-ordinate
corrective measures in co-operation with the Uplink Facility which is
transmitting the Customer Uplink Signals.

The NOC's specific functions and responsibilities will include:

-    Receiving and handling reports of Unavailability from customers

-    Co-ordinating the remedy of the reported difficulty and initiating any
     necessary procedures required to restore lost or impaired service in the
     most expedient manner

-    Maintaining a complete and accurate record of all reported and observed
     service failures, impairments, and customer contacts

-    Co-ordinating the overall line-up, pre-service tests, and actual provisions
     of service

-    Arranging the routine monitoring of the Customer's Transponder as described
     above

-    Ensuring that any potential events that may affect the operation of the
     Satellite as a whole or of the Customer's Transponder (sun transit,
     routine testing, etc.) are notified to the Customer as soon as practicable
     and in advance if possible

The reporting points for operational purposes shall be:

AT THE CUSTOMER:           UPC Broadcast Centre Ltd.
                           The Maidstone Studios
                           Vinters Park
                           Maidstone, Kent ME14 5NZ
                           Great Britain

                           phone:           (44) 1622 357 081
                           fax:             (44) 1622 357 002

                           email:           sunny.kapoor@upcbroadcast.co.uk




                                  Page 22 of 30


<PAGE>

                                                                    CONFIDENTIAL

AT SES:           Network Operations Centre
                  Satellite Control Facility
                  6815 Chateau de Betzdorf
                  Grand Duchy of Luxembourg

                  phone: for urgent problems only:

                           (352) 719 036

                  phone: for normal operating and general use:

                  phone:            (352) 710 725-560
                  fax:              (352) 710 725-741
                                    (352) 710 725-213

                  Attn: Head Network Operations Centre

The above telephone and facsimile numbers are subject to change by SES or the
Customer.
















                                  Page 23 of 30

<PAGE>

                                                                    CONFIDENTIAL

SCHEDULE V:                CONDITIONAL ACCESS SYSTEM

The Customer may encrypt the Customer Signals using such system as it shall
reasonably select, in conjunction with SES. The conditional access system
selected shall be DVB compliant (based upon the DVB common scrambling algorithm
and mechanisms). A conditional access system cannot be applied to the Customer
Signals during the time period where SES provides, in its ground station in
Betzdorf, encoding and multiplexing of the Customer Signals.


















                                  Page 24 of 30

<PAGE>

                                                                    CONFIDENTIAL



SCHEDULE VI:      CHARGES (CLAUSE 4)

A.    The charge payable by the Customer to SES in each Year of this Agreement
      (a Year being for the purposes of this Schedule a period of 365 days which
      commences on CSD or any anniversary of that date) shall be the sum of the
      fees to be determined in accordance with paragraphs (i) and (ii), subject
      always to paragraph (iii):

(i)   an annual fixed fee of *.

      The annual fixed fee shall be paid on CSD and each anniversary thereof.

(ii)  A variable fee of * for each qualifying digital household in
      excess of * households, payable at Year's end. The expression
      "qualifying digital household" is calculated on the basis of households
      located in the Target Market in which an occupant has a current contract
      with the Customer or one of its affiliates or authorised agents or
      distributors which gives him the right to receive any service of the
      Customer and/or any affiliates of the Customer that are transmitted using
      the Customer's Transponders by means of direct pick-up by the occupant
      (via direct-to-home) of the digital signal on an Integrated Receiver
      Decoder (IRD) available in the Target Market.

      Following determination of the number of qualifying digital households at
      the end of the relevant Year, the variable payment will be payable on the
      average number of qualifying digital households at the said Year (2 point
      average) in excess of * households, thirty (30) days after
      notification.

      Any calculation of the number of qualifying digital households shall be
      verified by an independent auditor to be agreed upon by the parties.

(iii) The aggregate charges payable by the Customer to SES in any Year in all
      circumstances shall not exceed EURO 6,000,000.

B.    The Customer shall effect payment of all charges to the bank account
      identified by SES in the corresponding invoice.

C.    The daily rate of charge to be applied for the purposes of calculating any
      refund to be made pursuant to Clause 6 of the Agreement shall be the
      aggregate charges payable for the Year in the course of which an
      Unavailability occurred divided by the number of days contained in said
      Year.




                                  Page 25 of 30

[* Confidential treatment requested; omitted portions have been filed
separately with the Securities and Exchange Commission]

<PAGE>

                                                                    CONFIDENTIAL


SCHEDULE VII:    PRIORITY AND PRE-EMPTION


A-Customer Status

The Customer shall have the status of : Non-Pre-emptible Customer as defined
in Part B below. No customer of SES on the ASTRA 1G satellite is Pre-emptible
at the moment. When this changes SES will inform the Customer without undue
delay.

B-CATEGORIES OF USE

SES customers using the ASTRA satellite system shall be accorded (for each
transponder used) priority status as: Protected, Non-Pre-emptible or
Pre-emptible.

1.   PROTECTED CUSTOMERS:

     a.   will not be subject to pre-emption by other customers;

     b.   will be entitled to be provided with the use of a back-up transponder
          (this will require the pre-emption of Pre-emptible Customer); and

     c.   Shall have the benefit of Spare TWTAs, in preference to certain other
          customers, as set out in Part C below.

2.   NON-PRE-EMPTIBLE CUSTOMERS:

     a.   will not be subject to pre-emption themselves;

     b.   will have no rights of pre-emption themselves; and

     c.   shall have the benefit of Spare TWTAs as set out in Part C below.

3.   PRE-EMPTIBLE CUSTOMERS:

     a.   have no rights of pre-emption themselves;

     b.   may have their transponder pre-empted, as set out in Part D below, in
          order to provide a back-up transponder to a Protected Customer; and

     c.   shall have the benefit of Spare TWTAs, but subject to the rights of
          other customers in this Schedule, as set out in Part C below.

C- PRIORITY RULES FOR SPARE TWTAS

As a general rule, Spare TWTAs on the Satellite will be provided on a first
failed / first served basis.

However, in the event of simultaneous transponder failures (or where the
sequence of failures cannot be determined) on the Satellite, and if the number
of failures exceeds the number of available Spare TWTAs, then the following
rules shall apply:

1.   Protected Customers have priority over Non-Pre-emptible Customers who, in
     turn, have priority over Pre-emptible Customers.


                                  Page 26 of 30

<PAGE>


                                                                    CONFIDENTIAL

2.   Where, pursuant to this Schedule, conflicting rights to Spare TWTAs arise
     between customers with the same priority status, priority shall be given in
     accordance with the following rules:

     a.   customers whose service starts on the Operational Service Date ("OSD
          Customer") shall have priority over those whose service starts at a
          date after such Operational Service Date;

     b.   between OSD Customers, priority shall be determined by reference to
          the expiry dates of their contracts so that the customers with the
          later dates of expiry have priority over customers with earlier expiry
          dates;

     c.   between OSD Customers whose contracts expire on the same date,
          priority shall be determined by reference to the dates on which they
          signed contracts for the use of a transponder, so that the
          customers who signed earlier have priority over those who signed
          later;

     d.   between customers whose services start after the Operational Service
          Date ("Post OSD Customers"), priority shall be determined by reference
          to the customer start dates, so that the customers with earlier
          customer start dates shall have priority over customers with later
          customer start dates;

     e.   between Post OSD Customers who have the same customer start dates,
          priority shall be determined in the same manner as applicable for OSD
          Customers under Paragraph 2(b) and (c) above; and

     f.   between customers originating from different satellites (i.e.
          customers whose initial transponder was located on an ASTRA satellite
          other than the Satellite), priority shall be determined by reference
          to their respective start date on their respective initial satellite,
          so that the customers with earlier customer start dates shall have
          priority over customers with later customer start dates.

3.   For the purpose of the above rules, (i) the expiry date of a contract
     shall, in case of extension of the contract, refer to the extended expiry
     date, and (ii) the customer start date refers to the start date of a
     customer's initial service and is not affected by any subsequent change of
     the service transmitted under a given customer contract.

D-PRE-EMPTION RULES

1.   If Part A above provides that the Customer has the status of Pre-emptible
     Customer, then the Customer's Transponder shall be pre-emptible on the
     terms set out below.


2.   a.   SES shall have the right to pre-empt the Customer's Transponder to
          provide back-up capacity to restore the service of a Protected
          Transponder in respect of which SES is contractually bound to provide
          back-up capacity at the time pre-emption occurs and if there is no
          Spare TWTA that can be used to restore the Protected Transponder's
          service.

     b.   A used herein, "Protected Transponder" means the transponder of a
          Protected Customer on another ASTRA satellite, to be nominated by SES
          and notified by SES to the Customer at any time, the protection of
          which directly or indirectly requires the pre-emption of the
          Customer's Transponder. There may be several Protected Transponders
          nominated by SES, provided that each is on a different ASTRA



                                  Page 27 of 30


<PAGE>

                                                                   CONFIDENTIAL


          satellite. SES may increase or reduce the number of Protected
          Transponders at any time by giving prior written notice to the
          Customer.

3.   To Pre-empt the Customer's Transponder:

     a.   SES will give the Customer at least 24 hours advance warning (by
          fax or phone) of such pre-emption save in the event of consecutive
          failures of a Protected Transponder, in which case such pre-emption
          warning may be shorter, it being understood that SES will keep the
          Customer informed of the status of the Protected Transponders
          affected by such consecutive failures; and

     b.   at the expiry of the aforementioned advance warning, SES shall have
          the right to forthwith interrupt the transmission of all video and
          audio services using the Customer's Transponder and the Customer
          shall therefore forthwith, upon SES' request, interrupt the
          transmission of the Customer Uplink Signal. SES shall in addition
          have the right to interrupt the reception of the Customer Uplink
          Signals by the Customer's Transponder.

4.   The Customer shall comply diligently with SES' instructions for the
     purpose of implementing the pre-emption and shall require the operator
     of the Uplink Facilities to do the same.

5.   a.   If SES pre-empts the Customer's Transponder, then, at that time,
          SES' obligation to provide the use of the Customer's Transponder,
          and the Customer's obligation to pay the corresponding charge,
          shall be suspended. The Agreement shall terminate 30 days after the
          pre-emption date unless SES, within this period, restores the
          Protected Transponder in respect of which pre-emption was
          implemented. If such restoration occurs after this 30 days period,
          then SES shall offer the Customer's Transponder back to the
          Customer on the terms set out in this Agreement for the outstanding
          period of Term. The Customer shall have fifteen (15) days to accept
          SES' offer.

     b.   Upon termination of the Agreement pursuant hereto, as the case may
          be,

          (i)   SES shall refund to the Customer the pro rata temporis portion
                of the advance payments made by the Customer pursuant to
                Schedule VI and relating to the unexpired portion of the
                period (in respect of which the Customer has paid in advance)
                in progress on the date of pre-emption; or

         (ii)   the Customer shall pay to SES all outstanding sums owned to
                SES at the time of termination.

6.   a.   The Customer shall fully co-operate with SES for the exercise, by
          SES, of its right of pre-emption, provided herein and shall not
          raise any objection, initiate any legal proceedings against SES or
          the Protected Customer benefiting from the pre-emption, or take
          other steps, to prevent, delay or obstruct the exercise of this
          right and the Customer shall be liable for all damages suffered by
          SES or such Protected Customer in connection therewith.

     b.   The Customer shall not make any claim against SES or the Protected
          Customer benefiting from the pre-emption in connection with the
          exercise, by SES, of its right of pre-emption and shall indemnify
          SES against any related third party claim.


                             Page 28 of 30


<PAGE>


                                                                  CONFIDENTIAL


SCHEDULE VIII:   ASTRA ACCESS AGREEMENT











                             Page 29 of 30


<PAGE>


                                                                  CONFIDENTIAL


SCHEDULE IX:   ASIUS











                             Page 30 of 30


</TEXT>
</DOCUMENT>
