PRICING AGREEMENT

Exhibit 10.3

PRICING AGREEMENT

This Pricing Agreement (“Agreement”) is entered into effective as of January 1, 2008 (“Effective Date”), by and among EchoStar Technologies L.L.C. (formerly known as EchoStar Technologies Corporation, “EchoStar”), a limited liability company organized under the laws of the State of Texas, having a place of business at 90 Inverness Circle East, Englewood, Colorado 80112; Bell ExpressVu Inc., in its capacity as General Partner of Bell ExpressVu Limited Partnership (“Bell ExpressVu”), a limited partnership organized under the laws of Ontario, having a place of business at 100 Wynford Drive, Suite 300, Toronto, Ontario M3C 4B4; Bell Distribution Inc. (“BDI”), a corporation incorporated under the laws of Canada, having a place of business at 5055 Satellite Drive, Mississauga, Ontario L4W 5K7; and Bell Canada, a corporation incorporated under the laws of Canada, having its registered office at Cote du Beaver Hall, Montreal, Quebec, H2Z 1S4. For the purpose of this Agreement, EchoStar, Bell ExpressVu and BDI may be referred to individually as a “Party” and collectively as the “Parties” ***. The term “Bell Parties” shall refer to Bell ExpressVu, BDI, and Bell Canada.

1.0 Predecessor Agreements

1.1 Bell ExpressVu and EchoStar or their respective Affiliates (as that term is defined in the System Agreement (as defined herein)) have previously entered into the following agreements with respect to the supply of certain products and services by EchoStar to Bell ExpressVu and its Affiliates:

	(a)		*** (*** the “System Agreement”);
	(b)		*** (*** the “Supply Agreement”);
	(c)		*** (*** the “MVC II Agreement”);
	(d)		*** (*** the “Additional Limited Guarantee”); and
	(e)		*** (*** the “Assignment and Assumption Agreement”).

The System Agreement, Supply Agreement, MVC II Agreement, Additional Limited Guarantee and Assignment and Assumption Agreement shall be collectively referred to herein as the “Predecessor Agreements”.

2.0 Interpretation

2.1 The Parties agree that the provisions of this Agreement will be binding upon each of the Parties *** effective as of the Effective Date.

2.2 Notwithstanding any other provision herein, in any Schedule attached hereto or any Predecessor Agreement, in the event of any conflict or inconsistency between or among the provisions of this Agreement (including without limitation the attached Schedules) and any Predecessor Agreement, the provisions of this Agreement will prevail. In the event of any conflict or inconsistency between or among the Predecessor Agreements specifically, the order of precedence, to the extent that a specific Predecessor Agreement is still in full force and effect, shall be: a) the Additional Limited Guarantee (solely with respect to the Outstanding Obligations (as defined below)); b) the MVC II Agreement (solely with respect to the Outstanding Obligations); c) the Assignment and Assumption Agreement, d) the Supply

***Certain confidential portions of this exhibit were omitted by means of redacting a portion of the text. Copies of the exhibit containing the redacted portions have been filed separately with the Securities and Exchange Commission subject to a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act.

Agreement, and e) the System Agreement.

3.0 Survival of Predecessor Agreements

3.1 The Parties expressly agree that the System Agreement and the Supply Agreement remain in full force and effect, except as otherwise amended and modified by this Agreement.

***

3.3 The Parties agree that the MVC II Agreement and the Additional Limited Guarantee will terminate and be of no further force or effect upon the Effective Date, except solely with respect to the Outstanding Obligations (as defined below). Specifically, the Parties acknowledge and agree that:

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3.5 The Parties agree that solely for the purposes of interpreting the Assignment and Assumption Agreement, this Agreement shall be deemed to be the “MVC II Agreement”.

4.0 Supply of EchoStar Products

4.1 Purchase and Supply. In each case subject to and in accordance with the terms and conditions of this Agreement and the Predecessor Agreements otherwise applicable to such purchase, including without limitation the payment duties, obligations, and remedies set forth in the Supply Agreement (whether or not the Supply Agreement as modified by this Agreement is in effect at the time of such purchase), and provided, for the particular model of EchoStar Product or Related Equipment to be purchased, that either: (i) EchoStar is, at the time of such purchase, manufacturing such EchoStar Product or Related Equipment for its own use or for any of its Affiliates, or (ii) the number of the particular model of EchoStar Product or Related Equipment ordered in the past sixty (60) days by Bell ExpressVu and BDI, and their respective successors and permitted assigns, is no less than *** ((i) and (ii) collectively, the “Availability Requirement”), then Bell ExpressVu and BDI, and their respective successors and permitted assigns, will have the right (but not the obligation) to purchase the following EchoStar Products and Related Equipment from EchoStar and/or its Affiliates:

(a)		receiver/decoder units described in the attached Schedule 1 (the “Boxes”);
(b)		antennae and antenna mounting hardware (including, without limitation, Outdoor Units (as that term is defined in the System Agreement)) described in the attached Schedule 1 (the “Outdoor Units”);
(c)		switches, accessories and other related equipment described in the attached Schedule 1 (the “Original Related Equipment”); and
(d)		any of the following EchoStar products that EchoStar or its Affiliates may develop after the Effective Date and sell to other distributors or direct-to-home satellite television operators in commercial quantities ***: (i) receiver/decoder units, including, without limitation, hybrid receiver/decoder units (“New Boxes”), (ii) antennae and antenna mounting hardware (“New Outdoor Units”) and (iii) switches, accessories and other related equipment (“New Related Equipment”). ***

For the purpose of this Agreement: (i) the term “EchoStar Products” shall mean Boxes, Outdoor Units,

***Certain confidential portions of this exhibit were omitted by means of redacting a portion of the text. Copies of the exhibit containing the redacted portions have been filed separately with the Securities and Exchange Commission subject to a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act.

New Boxes and New Outdoor Units, collectively, (ii) the term “Related Equipment” shall mean Original Related Equipment and New Related Equipment, collectively, and (iii) the term “New Items” shall mean New Boxes, New Outdoor Units, and New Related Equipment, collectively. The Parties agree that ***.

4.2 Pricing.

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4.3 Forecasts and Order Acceptance .

4.3.1 Bell ExpressVu will use commercially reasonable efforts to provide (or cause BDI or the Bank to provide) EchoStar on a monthly basis with a *** month rolling estimate of the quantity of EchoStar Products and Related Equipment it expects to purchase over the next *** month period (the “Forecast”). For greater certainty, the failure to provide the Forecast (but not the Binding F