Exhibit 10.18

THIS TRANSACTION AND MONITORING FEE AGREEMENT is dated as of November 2, 2004 (this “Agreement”) and is between New Skies Satellites B.V. (f/k/a Munaro Holding B.V.), a private company with limited liability organized under the laws of The Netherlands (the “Company”), and Blackstone Management Partners IV L.L.C., a Delaware limited liability company (the “Advisor”).

BACKGROUND

1.                                       The Company has entered into an Acquisition Agreement among Neptune One Holdings Ltd., a Cayman Islands exempted company, the Company and New Skies Satellites N.V., a public company with limited liability organized under the laws of The Netherlands, with a corporate seat in The Hague (the “Seller”), dated as of June 5, 2004 (the “Acquisition Agreement”), pursuant to which the Company will acquire, subject to the terms and conditions set forth in the Acquisition Agreement, substantially all of the assets and liabilities of the Seller after the closing of the Transactions (as defined below).

2.                                       The Advisor, by and through itself, its affiliates and their respective officers, employees, partners, members, agents and representatives, has expertise in the areas of finance, strategy, investment, acquisitions and other matters relating to the Company and its business and has facilitated the transactions referred to above and certain other related transactions (collectively, the “Transactions”) through their provision of financial and structural analysis, due diligence investigations and other advice and negotiation assistance with all relevant parties to the Transactions.  The Advisor has also provided advice and negotiation assistance with relevant parties in connection with the financing of the Transactions.

3.                                       The Company desires to avail itself for the purpose of making and managing its investments, for the term of this Agreement, of the Advisor’s expertise in the aforesaid areas, which the Company believes will be beneficial to it, and the Advisor wishes to provide the services to the Company as set forth in this Agreement in consideration of the payment of the fees and other agreements contained herein.

In consideration of the premises and agreements contained herein and of other good and valuable consideration, the sufficiency of which are hereby acknowledged, the parties agree as follows:

AGREEMENT

SECTION 1.   Transaction and Advisory Fee.  In consideration of the Advisor undertaking financial and structural analysis, due diligence investigations, and other advice and negotiation assistance necessary in order to enable finance to be raised such that the Transactions could be consummated, the Company will pay, at the Effective Time (as defined herein), a fee to the Advisor of $9,000,000.

SECTION 2.   Appointment.  The Company hereby engages the Advisor to provide the services described in Section 3 (the “Services”) for the term of this Agreement on the terms and subject to the conditions of this Agreement.

SECTION 3.   Services.  The Advisor hereby agrees that during the term of this Agreement it shall render to the Company, by and through itself, its affiliates, and their respective officers, employees, partners, members, agents and representatives as the Advisor in its sole discretion shall designate from time to time, advisory services relating to the management of the investment business of the Company, including, without limitation: (i) advice in designing financing structures; (ii) advice regarding relationships with the Company’s lenders and bankers; (iii) advice regarding the structure and timing of public offerings of debt and equity securities of the Company; (iv) advice regarding strategic investments, joint ventures, acquisitions and dispositions; and (v) such other advice directly related or ancillary to the above advisory services as may be reasonably requested by the Company or deemed appropriate by the Advisor in its sole discretion.  It is expressly agreed that the services to be performed hereunder shall not include investment banking or other financial advisory services rendered by the Advisor or its affiliates to the Company in connection with any specific acquisition, divestiture, refinancing or recapitalization by the Company.  The Advisor and its affiliates may be entitled to receive additional compensation for providing services of the type specified in the preceding sentence by mutual agreement of the Company or such subsidiary, on the one hand, and the Advisor and such affiliates, on the other hand.

SECTION 4.   Monitoring Fee.

(a)                                                          In consideration of the Services being provided by the Advisor, the Company will pay to the Advisor an aggregate annual monitoring fee of $1,500,000 or 1.0% of Adjusted EBITDA (as defined below), whichever is greater (the “Monitoring Fee”).  The Monitoring Fee will be payable quarterly in advance on January 1^st, April 1^st, July 1^st and October 1^st of each year (or if such day is not a business day, then on the following business day), by wire transfer in same-day funds to the bank account designated by the Advisor, commencing at the Effective Time (as defined herein) through the Termination Date (as defined below); provided that the first Monitoring Fee hereunder will be payable on the Effective Time and will be prorated for the period from the Effective Time to the next quarterly payment date.  For purposes of this Agreement, “Termination Date” means the earliest of (i) the date on which the funds managed by the Advisor or its affiliates beneficially own less than 5% of the common equity of the Company then outstanding on a fully diluted basis, (ii) receipt by the Advisor of the Lump Sum Fee in accordance with Section 4(c) and (iii) ten years from the date hereof.  For purposes of this Section 4, “Adjusted EBITDA” shall have the meaning set forth in the Senior Indenture dated November 2, 2004 between the Company and U.S. Bank National Association, as trustee.

(b)                                                         To the extent the Company does not pay any installment of the Monitoring Fee when due for any reason, including by reason of any prohibition on such payment pursuant to the terms of any debt financing of any member of the Company’s group, the payment by the Company to the Advisor of the accrued and payable Monitoring Fee will be payable immediately on the earlier of (i) the first date on which the payment of such deferred Monitoring Fee is no longer prohibited under any contract applicable to such member of the Company’s group and the Company is otherwise able to make such payment, and (ii) total or partial liquidation, dissolution

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or winding up of the Company.  Any installment of the Monitoring Fee not paid on the scheduled due date will bear interest at an annual rate of 10%, compounded quarterly, from the date due until paid.

(c)                                                          Notwithstanding anything to the contrary contained in subparagraph (a) above, the Advisor may elect at any time in connection with or in anticipation of a change of control or an initial public offering (or at any time thereafter) (which election can be made in its sole discretion by the delivery of written notice to the Company) to receive, in lieu of annual payments of the Monitoring Fee, a single lump sum cash payment equal to the then present value (using a discount rate equal to the yield to maturity on the Notice Date of the class of outstanding U.S. government bonds having a final maturity closest to the tenth anniversary of the date hereof (the “Discount Rate”)) of all of the then unpaid current and future Monitoring Fees payable under this Agreement (the “Lump Sum Fee”), assuming the Termination Date to be the tenth anniversary hereof.  The Lump Sum Fee will be due and payable to the Advisor by wire transfer in same-day funds to the bank account designated by the Advisor upon the later of: (i) three business days following such election and (ii) the closing of the change of control or initial public offering, as the case may be.

(d)                                                         To the extent the Company does not pay any portion of the Lump Sum Fee by reason of any prohibition on such payment pursuant to the terms of any agreement or indenture governing indebtedness of any member of the Company’s group, any unpaid portion of the Lump Sum Fee shall be paid to the Advisor on the first date on which the payment of such unpaid amount is permitted under such agreement or indenture, to the extent permitted by such agreement or indenture.  Any portion of the Lump Sum Fee not paid on the scheduled due date shall bear interest, at the Discount Rate, compounded quarterly, from the date due until paid.

SECTION 5.   Reimbursements.  In addition to the fees payable pursuant to this Agreement, the Company will pay directly or reimburse the Advisor and its affiliates for their Out-of-Pocket Expenses (as defined below).  For the purposes of this Agreement, the term “Out-of-Pocket Expenses” means the reasonable out-of-pocket costs and expenses incurred by the Advisor and its affiliates in connection with the Services provided under this Agreement (including prior to the Effective Time), including, without limitation, (a) fees and disbursements of any independent professionals and organizations, including independent accountants, outside legal counsel or consultants, retained by the Advisor or any of its affiliates, (b) costs of any outside services or independent contractors such as couriers, business publications, on-line financial services or similar services, retained or used by the Advisor or any of its affiliates, (c) research and research-related expenses and (d) transportation, per diem costs, word processing expenses or any similar expense not associated with the Advisor’s or its affiliates’ ordinary operations.  All payments or reimbursements for Out-of-Pocket Expenses will be made by wire transfer in same-day funds to the bank account designated by the Advisor or its relevant affiliate promptly upon or as soon as practicable following request for reimbursement in accordance with this Agreement.

SECTION 6.   Indemnification.  The Company will indemnify and hold harmless the Advisor, its affiliates and their respective partners (both general and limited), members (both managing and otherwise), officers, directors, employees, agents and representatives (each such person being an “Indemnified Party”) from and against any and all losses, claims, damages and