In-Flight Entertainment System Agreement - JetBlue Airways Corp. and LiveTV LLC


                         AMENDED AND RESTATED AGREEMENT

                                     between

                           JETBLUE AIRWAYS CORPORATION

                                       and

                                   LIVETV, LLC

                                       for

                   THE IN-FLIGHT ENTERTAINMENT SYSTEM LTV2000

                             AND SUPPLY OF SERVICES

                        Original Date: September 3, 1999

                          Revised to: December 17, 2001

            Note: Contract Reissued to incorporate Amendments 1, 2, 3


Agreement between JetBlue and LiveTV                                           1
December 17, 2001



                                TABLE OF CONTENTS

                                    AGREEMENT

I. RECITALS ..............................................................    5

II. DEFINITIONS ..........................................................    5
    ARTICLE 1. TERM OF AGREEMENT; RESTATEMENT ........................    7
      1.1  TERM ...........................................................    7
      1.2  EXCLUSIVITY ....................................................    7
      1.3  MOST FAVORED PRICING ...........................................    7
      1.4  RESTATEMENT ....................................................    7
    ARTICLE 2. SUPPLY & INSTALLATION OF SYSTEM .......................    8
      2.1  THE SYSTEM .....................................................    8
      2.3  AIRCRAFT .......................................................    8
      2.   ADDITIONAL AIRCRAFT ............................................    8
      2.5  AIRCRAFT INTERFACE DATA ........................................    9
      2.6  PROVISIONS .....................................................    9
      2.7  INSTALLATION ...................................................    9
      2.8  REINSTALLATION .................................................    9
      2.9  RECONFIGURATION ................................................   10
      2.10 GENERAL CONDITIONS .............................................   10
      2.11 COMPLETION OF INSTALLATIONS, PERFORMANCE TESTING ...............   10
      2.12 APPROVED AIRCRAFT ..............................................   10
      2.13 REGULATORY AND LEGAL COMPLIANCE ................................   11
      2.14 PASSES ON JETBLUE FLIGHTS ......................................   11
      2.15 THIRD PARTY AGREEMENTS AFFECTING INSTALLATION ..................   11
      2.16 CHANGES ........................................................   11
      2.17 SYSTEM ENHANCEMENTS ............................................   13
      2.18 DOCUMENTATION ..................................................   14
      2.19 CERTIFICATION ..................................................   14
    ARTICLE 2A. NRE SALE .............................................   14
      2A.1 PRODUCT DESCRIPTION ............................................   14
      2A.2 USE BY JETBLUE .................................................   15
      2A.3 DELIVERY .......................................................   15
      2A.4 PAYMENT ........................................................   I5
    ARTICLE 3. PRODUCT SUPPORT .......................................   15
      3.1  PRODUCT SUPPORT ................................................   15
      3.2  TRAINING .......................................................   15
      3.3  MANUALS ........................................................   15
      3.4  PRODUCT SERVICE ................................................   16
      3.5  REPAIR .........................................................   16
      3.6  SPARES .........................................................   17
      3.7  JETBLUE SERVICE & SUPPORT RESPONSIBILITIES: ....................   17
      3.8  IN-FLIGHT TESTING OR OTHER WORK ................................   17
      3.9  COST OF MAINTENANCE REPAIRS, CLEANING AND TESTING ..............   17
      3.10 ON-SITE FACILITIES .............................................   18
      3.11 PERFORMANCE STANDARDS--MAINTENANCE .............................   18
    ARTICLE 4. PROGRAMMING SERVICES ..................................   18
      4.1  PROGRAMMING RIGHTS .............................................   18
      4.2  PROGRAMMING DISTRIBUTION RESTRICTIONS ..........................   18
      4.3  ADVERTISING PROGRAM ............................................   19
      4.4  CESSATION OF DISTRIBUTION ......................................   20


Agreement between JetBlue and LiveTV                                           2
December 17, 2001


    ARTICLE 5. AVAILABILITY GUARANTEE ................................   21
      5.1  GUARANTEE ......................................................   21
      5.2  CALCULATION METHOD AND EXCLUSIONS ..............................   21
      5.3  REMEDY .........................................................   21
    ARTICLE 6. LIVETV PROMOTION AND ADVERTISING ......................   21
      6.1  LIVETV EXPOSURE ................................................   21
      6.2  LIVETV COMMERCIALS .............................................   23
      6.3  PUBLICITY MATERIALS ............................................   23
      6.4  PROMOTION AND IN-FLIGHT PUBLICATION ............................   23
      6.5  USE OF TRADEMARKS ..............................................   24
    ARTICLE 7. PRICES AND CHARGES ....................................   24
      7.1  SERVICE CHARGE PAYMENTS ........................................   24
      7.2  GROSS REVENUE ..................................................   25
      7.3  BILLINGS .......................................................   25
      7.4  SERVICE CHARGE ADJUSTMENT ......................................   25
      7.5  TAXES, CUSTOMS AND DUTIES ......................................   25
      7.6  LOSS OF AIRCRAFT ...............................................   25
    ARTICLE 8. REPORTING, INVOICING, AND PAYMENT .....................   25
      8.1  REPORTS ........................................................   25
      8.2  INVOICING ......................................................   26
      8.3  INITIAL INVOICE DATE ...........................................   26
      8.4  INVOICE ADDRESS ................................................   26
      8.5  DISPUTED INVOICES ..............................................   26
      8.6  PAYMENT ........................................................   26
      8.7  FINANCE CHARGE .................................................   27
      8.8  REPORTING REQUIREMENTS .........................................   27
      8.9  RECORDS AND AUDITS .............................................   27
    ARTICLE 9. DELIVERY, RETURN AND TRANSPORTATION RESPONSIBILITIES ..   28
      9.1  DELIVERY .......................................................   28
      9.2  PACKAGING ......................................................   28
      9.3  JETBLUE'S SHIPPING ADDRESS .....................................   28
    ARTICLE 10. SYSTEM OWNERSHIP OF AND RESPONSIBILITY FOR MATERIAL ..   29
      10.1 SYSTEM OWNERSHIP ...............................................   29
      10.2 RIGHT AND TITLE ................................................   29
      10.3 RESPONSIBILITY FOR SYSTEMS/SPARES ..............................   29
      10.4 INSURANCE ......................................................   3O
      10.5.LIENS ..........................................................   30
      10.6 IDENTIFICATION OF SUPPLIER .....................................   30
    ARTICLE 11. TERMINATION AND EXCUSABLE DELAY ......................   30
      11.1 TERMINATION BY EITHER PARTY ....................................   30
      11.2 CONSEQUENCES OF TERMINATION OR EXPIRATION ......................   31
      11.3 EARLY REMOVAL OF AIRCRAFT FROM JETBLUE FLEET ...................   32
      11.4 EXCUSABLE DELAY ................................................   34
    ARTICLE 12. LIMITATION OF LIABILITY ..............................   35
    ARTICLE 13. INTELLECTUAL PROPERTY INDEMNIFICATION ................   35
      13.1 CLAIMS OF DIRECT PATENT INFRINGEMENT ...........................   35
      13.2 INDEMNIFICATION BY LIVETV ......................................   35
      13.3 CONDITIONS UNDER WHICH INDEMNIFICATION APPLIES .................   36
      13.4 EXCLUSIONS .....................................................   36
      13.5 DISCLAIMER OF WARRANTY AGAINST INFRINGEMENT ....................   36
      13.6 LIMITATION OF LIABILITY FOR INFRINGEMENT CLAIMS ................   36
      13.7 INDEMNIFICATION BY JETBLUE .....................................   37


Agreement between JetBlue and LiveTV                                           3
December 17, 2001



ARTICLE 14.  CONFIDENTIALITY .........................................   37
ARTICLE 15.  MISCELLANEOUS ...........................................   38
       15.1  NOTICES
       15.2  EXPORT ASSURANCES ............................................   38
       15.3  REPRESENTATIONS AND WARRANTIES ...............................   39
       15.4  INDEMNIFICATION ..............................................   39
       15.5  DISCLAIMER ...................................................   40
       15.6  ASSIGNMENTS ..................................................   40
       15.7  NO THIRD PARRY BENEFICIARIES .................................   40
       15.8  GOVERNING LAW ................................................   41
       15.9  MODFICATIONS AND AMENDMENTS ..................................   41
       15.10 SEVERABILITY .................................................   41
       15.11 WAIVER .......................................................   41
       15.12 ENTIRE AGREEMENT, MODIFICATIONS AND ARTICLE HEADINGS .........   41
       15.13 NO PARTNERSHIP ...............................................   42
       15.14 ENGLISH LANGUAGE .............................................   42
       15.15 SURVIVAL OF RIGHTS OF PARTIES ................................   42
       15.16 TRADEMARKS AND TRADE NAMES ...................................   42
       15.17 NO FURTHER OBLIGATIONS .......................................   42
       15.18 SIGNATURE OF THE PARTIES .....................................   42
ANNEX "A" ............................................................   44

REVISION B ...........................................................   44

ANNEX "B" ............................................................   49
ANNEX "C" ............................................................   50
ANNEX "D" ............................................................   51
ANNEX "E" ............................................................   42
ANNEX "F" ............................................................   43
ANNEX "G" ............................................................   44


Agreement between JetBlue and LiveTV                                           4
December 17, 2001


                        IN-FLIGHT ENTERTAINMENT AGREEMENT

      THIS IS AN AMENDED AND RESTATED AGREEMENT, entered into effective the 7th
day of September, 1999 (hereinafter referred to as the "Effective Date"), and
revised and restated to reflect certain modifications known to the parties as
Amendments 1, 2, 3, by and between JetBlue Airways, a Delaware Corporation
(hereinafter referred to as "JetBlue"), with offices at 80-02 Kew Gardens Road,
Kew Gardens, NY 11415-3600 and LiveTV, LLC, a Delaware Limited Liability
Company, (hereinafter referred to as "LiveTV") with offices at 17481 Red Hill
Avenue, Irvine, CA 92614.

I. RECITALS

      WHEREAS, JetBlue is an airline offering passenger air transportation
services; and

      WHEREAS, LiveTV has developed an in-seat video entertainment system for
exhibition of satellite based video Programming and moving map information in
aircraft and is willing to supply such a system and other services to JetBlue on
a lease basis; and

      WHEREAS, JetBlue desires LiveTV to supply video systems for installation
on certain of JetBlue Aircraft and to supply Programming (as hereinafter
defined) and other services on a lease basis.

      NOW, THEREFORE, in consideration of the foregoing premises and of the
mutual covenants hereinafter contained, the parties hereto agree to the
following:

II. DEFINITIONS

      The following capitalized terms shall have the following definitions.
Certain other capitaiized terms shall have the meanings given them elsewhere in
this Agreement.

            "Approved Aircraft" shall have the meaning set forth in Article 2.12
      of this Agreement.

            "Fleet" shall mean all Approved Aircraft JetBlue is
      operating.

            "Approved System" shall mean the twenty-four (24) channel LTV2000
      System as defined by attached specification in Annex D

            "Qualified Flight" shall mean that portion of a flight by a
      commercial aircraft that is within the Contiguous United States (or the
      territorial waters of the United States appurtenant thereto) and Puerto
      Rico (partial satellite coverage depending on flight path).

            "Flight Segment" shall mean that portion of a flight between take
      off from one airport and landing at the next airport.

            "Programming" shall mean programming services provided by LiveTV.


Agreement between JetBlue and LiveTV                                           5
December 17, 2001


            "Wireless Aircraft Data Link (WADL)" shall mean the airborne and
      ground system required to provide wireless communication to and from the
      aircraft while it is in the vicinity of a WADL equipped airport terminal.
      The airborne equipment shall consist of a WADL Airborne Unit (WAU), RF
      assemble, antenna and interface cabling.

            "Video Server" shall mean the equipment required to provide video
      advertising to passengers through the Approved System. Such equipment
      shall include a video server, interface cabling and supporting equipment
      rack.

            "Advertising Revenues" shall mean those collected revenues generated
      through advertising sales, direct response fees and other advertising
      related sales and fees.

            "Advertising Costs" shall mean those direct costs, incurred since 30
      August 01, required to develop, certify, launch, sell and maintain
      advertising including: sales efforts, production costs, Video Servers,
      hardware maintenance costs, processing fees and other costs that are
      clearly necessary and directly support the project.

            "Advertising Gross Margin" shall mean the difference between the
      Advertising Revenues and Advertising Costs.


Agreement between JetBlue and LiveTV                                           6
December 17, 2001



      The parties, intending to be legally bound hereby agree as follows:

ARTICLE 1. TERM OF AGREEMENT; RESTATEMENT

            1.1 TERM.

                  The Initial Term for this Agreement shall be on a Fleet
      average of ninety-six (96) months.

                  The ninety-six (96) month average shall be calculated at the
      end of each month by taking the total number of months of operation of all
      Approved Aircraft divided by the number of Approved Aircraft in the Fleet.
      When this calculation yields ninety-six (96) the Initial Term will have
      been completed.

                  Thereafter, this Agreement shall automatically renew for
      successive six (6) months' periods, unless either party shall give the
      other sixty (60) days written notice before expiration of the
      then-existing Term. The Initial Term and any automatic renewal thereof,
      shall sometimes hereinafter be referred to as the "Term."

            1.2 EXCLUSIVITY.

                  JetBlue agrees that it shall not, during the Term of this
      Agreement, procure in-flight entertainment systems or services other than
      those of LiveTV excluding headsets and headsets cleaning and refurbishing
      services.

            [****] 

            1.4 RESTATEMENT.

                  The parties hereto acknowledge and agree that this Agreement
                  constitutes an amendment and restatement and that any prior
                  performance of the obligations hereunder constitutes
                  performance thereof and this Agreement shall not impose upon a
                  party the obligation to perform services or other obligations
                  that have been performed in full previous to the date hereof.


Agreement between JetBlue and LiveTV                                           7
December 17, 2001

--------------------------
[****] Represents material which has been redacted and filed separately with 
the Commission pursuant to a request for confidential treatment pursuant to 
Rule 406 under the Securities Act of 1933, as amended. 


ARTICLE 2. SUPPLY & INSTALLATION OF SYSTEM

            2.1 THE SYSTEM.

                  LiveTV will lease to JetBlue its twenty-four (24) channel
      In-Seat Video and Moving Map System LTV2000 (hereinafter individually and
      collectively referred to as the "System"), for use on board JetBlue A320
      family of Aircraft. Each System shall consist of the line replaceable
      units (hereinafter sometimes referred to as "LRU's") and Provisions as
      listed in Annex "B" and Annex "C".

            2.2 SYSTEM COMPONENTS.

                  LiveTV reserves the right to change part numbers and
      descriptions of LRU's and Provisions as the System is further defined, and
      reserves its rights to use its inventory of Products in any manner. LiveTV
      shall notify JetBlue of such changes in a timely manor.

            2.3 AIRCRAFT.

                  This Agreement shall apply to the Aircraft listed on Annex
      "A," attached hereto and hereby made a part of this Agreement, which are
      to be equipped with the System and are hereinafter individually and
      collectively referred to as the "Aircraft".

            2.4 ADDITIONAL AIRCRAFT.

                  During the Initial Term of this Agreement JetBlue shall have
      the option to add up to a total of sixty (60) additional A320 aircraft,
      with the same single class cabin layout as the aircraft defined in Annex
      A, to this Agreement, (the "Additional Aircraft Option"). Such additional
      aircraft will be subject to the terms and conditions contained in this
      Agreement. The delivery schedule will be mutually agreed between the
      parties.

                  As part of JetBlue's agreement with Airbus for sixty (60)
      option aircraft, JetBlue has the right to exercise options for A319 and
      A321 aircraft in addition to the A320. JetBlue will have the right to
      install LiveTV in these aircraft subject to the same terms and conditions
      in this Agreement, provided these aircraft are equipped with single class
      cabin layouts.

                  It is also recognized that during the Initial Term of this
      agreement, JetBlue may acquire additional A319, A320 and A321 aircraft
      from those it has committed to on the Effective Date of the Agreement.
      During the Initial Term of this Agreement, JetBlue will have the right to
      install LiveTV in these aircraft subject to the same terms and conditions
      in this agreement, provided these aircraft are equipped with single class
      cabin layouts.

                  Annex "A" will be updated from time to time to reflect the
      above changes in fleet.

                  In the event that any System is to be installed at JetBlue's
      request on any Aircraft, which requires a new or revised STC, JetBlue
      shall reimburse LiveTV for any and all costs, including without
      limitation, any costs associated with any certifications, incurred by
      LiveTV in modifying the System.


Agreement between JetBlue and LiveTV                                           8
December 17, 2001



            2.5 AIRCRAFT INTERFACE DATA.

                  JetBlue and LiveTV will make reasonable efforts to acquire on
      a timely basis aircraft interface data required by LiveTV concerning the
      relevant design of the aircraft (including but not limited to interior
      arrangement drawings, interior colors, aircraft structure, aircraft
      electrical power distribution, and circuit breaker panel layout drawings).
      In the event the parties are unable to acquire such aircraft interface
      data on a timely basis, LiveTV shall advise JetBlue of any revised
      delivery dates for the Systems.

            2.6 PROVISIONS.

                  All Provision Kits, as listed in Annex "C", will become
      property of JetBlue at the end of the Term of this agreement.

            2.7 INSTALLATION.

                  2.7.1 LiveTV shall supply all labor and services for each
                  installation. It is understood that LiveTV will bear the
                  financial responsibility for those installation services. Such
                  installation shall be performed in accordance with the plans,
                  drawings, and other specifications provided by LiveTV. JetBlue
                  shall exercise reasonable oversight over the installations,
                  and shall support them as required with the appropriate
                  quality, engineering and maintenance personnel. This includes
                  the issuing of appropriate Engineering Orders required to
                  facilitate the installation of the system.

                        The installations will be completed in accordance with
                        the scheduled installation dates as provided in Annex A.

                  2.7.2 As to the first three (3) aircraft to be installed,
                  LiveTV shall be responsible for retrofitting the System in all
                  seats. The retrofitting will include modification and
                  installation of the equipment in those seats, as specified in
                  Annex E.

                  For all remaining aircraft, JetBlue will be responsible for
      supplying all seats in accordance with the Provisions for In-Seat Video as
      set forth in Annex F.

                  JetBlue shall pay LiveTV $[****] per installation for a hanger
      facility for LiveTV to perform the modification and installation
      activities as defined in Annex E and F. LiveTV shall provide JetBlue
      office and engine storage space at LiveTV's facility. In the event that
      LiveTV's facility is not available, JetBlue and LiveTV shall mutually
      agree on an alternate facility for the modification and installation
      activities.

            2.8 REINSTALLATION.

                  A "Reinstallation" is the installation of the system in an
      Aircraft following its removal by JetBlue during a structural inspection
      of the Aircraft or for any other reason chosen


Agreement between JetBlue and LiveTV                                           9
December 17, 2001

--------------------------
[****] Represents material which has been redacted and filed separately with 
the Commission pursuant to a request for confidential treatment pursuant to 
Rule 406 under the Securities Act of 1933, as amended. 


      by JetBlue. Any system that must be replaced in connection with a
      Reinstallation because of damage or destruction during removal by JetBlue
      shall be supplied by LiveTV at JetBlue's expense. Unless otherwise
      provided herein, JetBlue shall bear any costs for Reinstallation when
      removal of system is in connection with any heavy maintenance checks or
      any other removal directed by JetBlue. JetBlue shall be responsible for
      Reinstallation as soon as reasonably possible following the removal.

                  During C Checks of Approved Aircraft, LiveTV shall provide
      technical support at the location of the C Check to assist with the
      integration and testing of the System. JetBlue shall reimburse LiveTV for
      all reasonable materials and travel related costs. LiveTV shall be
      responsible for all labor costs of its own employees and contractors.

            2.9 RECONFIGURATION.

                  In the event that the system is temporarily removed from an
      Aircraft after Installation because of interior changes to such Aircraft
      ("Reconfiguration"), JetBlue shall be responsible for reinstalling the
      system as soon as reasonably possible following the removal and shall bear
      any costs in connection therewith.

            2.10 GENERAL CONDITIONS.

                  The party performing any Installation, Reconfiguration or
      Reinstallation shall comply with the specifications and requirements of
      JetBlue's General Maintenance Manual, in a good and workmanlike manner,
      shall perform all work in compliance with any applicable airframe or seat
      manufacturer's service bulletins or directives, and all regulatory
      approvals or permits of United States federal, state or local government
      agencies or authorities required for Installations, Reconfigurations or
      Reinstallation's or for operation, maintenance or removal of the system
      ("Regulatory Approvals"), and shall perform all work in compliance with
      all applicable rules, regulations and laws affecting JetBlue and its
      employees.

            2.11 COMPLETION OF INSTALLATIONS, PERFORMANCE TESTING.

                  Installation, Reinstallation or Reconfiguration shall be
      deemed to be complete at such times as the System installed in such
      Aircraft has passed a performance test specified and performed by LiveTV
      (the LiveTV Acceptance Test) and appropriate entries have been made by
      authorized JetBlue and LiveTV personnel in the maintenance log book for
      such Aircraft certifying that the system has passed such LiveTV
      performance test and that the Installation, Reinstallation, or
      Reconfiguration was made in accordance with all Regulatory Approvals. In
      the event that any Aircraft is returned to commercial service prior to the
      completion, as described above, of any Installation, Reinstallation or
      Reconfiguration, JetBlue shall, at JetBlue's expense and until completion
      of such Installation, Reinstallation or Reconfiguration, use reasonable
      efforts to attempt to inform passengers on such Aircraft that the system
      is unavailable for use through the use of pre-flight announcements.

            2.12 APPROVED AIRCRAFT.


Agreement between JetBlue and LiveTV                                          10
December 17, 2001



                  Following certification by the Federal Aviation Administration
      (FAA) and receipt of the Supplemental Type Certificate (STC), each
      aircraft shall be deemed an "Approved Aircraft" after completing the
      LiveTV Acceptance Test.

            2.13 REGULATORY AND LEGAL COMPLIANCE.

                  LiveTV covenants and agrees to obtain all necessary regulatory
      approvals relating to the distribution of the programming services on
      board Approved Aircraft, prior to the installation of an Approved System
      on any such Approved Aircraft, and upon receipt of such approval, to
      comply with the terms of and maintain such approval throughout the Term.
      LiveTV further agrees that it will comply with all applicable federal,
      state and local laws, regulations and codes in the performance of this
      Agreement.

            2.14 PASSES ON JETBLUE FLIGHTS.

                  For purposes of allowing LiveTV personnel to undertake the
      Installations contemplated by this Article, the maintenance, repair,
      cleaning and testing contemplated by Article 3 and other JetBlue business
      related activities authorized by JetBlue, JetBlue shall provide LiveTV
      personnel performing such functions with no-cost, space available passes
      on relevant flights, subject to JetBlue's concurrence that such passes are
      necessary for LiveTV to perform its obligations under this Agreement.
      During such flights, LiveTV personnel shall dress in appropriate business
      casual attire (no blue jeans or T shirts). In the event LiveTV personnel
      cannot be accommodated on JetBlue's flights, LiveTV will make other
      transportation arrangements in order to ensure a timely maintenance
      response.

            2.15 THIRD PARTY AGREEMENTS AFFECTING INSTALLATION.

                  Prior to Installation, JetBlue shall use its best efforts to
      ensure that any conditional sales agreements, mortgages, leases, or other
      similar agreements applicable to Aircraft do not contain provisions which
      prohibit Installation or otherwise adversely affect or impair LiveTV's
      portion of its title to the System or its rights to the same under this
      Agreement. On request of LiveTV, JetBlue shall make best efforts to
      provide LiveTV with assurances reasonably satisfactory to LiveTV in the
      form of consents or acknowledgments of conditional sellers, mortgagees,
      lessors, or the like (which may be contained in the mortgage or lease
      document itself), respecting LiveTV's portion of its title to the System
      or its rights to the same under this Agreement. The consents and approvals
      required by this Article shall not contain any condition or limitation
      that impairs or prohibits full use of the Aircraft by JetBlue, or causes
      any payment by JetBlue or costs JetBlue any fee per Aircraft to acquire
      such consents.

            2.16 CHANGES.

                  The System may be revised by LiveTV at any time to incorporate
      changes or to ensure compliance with this Agreement and regulatory and
      DIRECTV(R) mandated standards. Such revisions shall not adversely affect
      charges, delivery, installation or availability performance. LiveTV
      reserves the right to make process or design changes in the Products which
      do not affect form, fit or function without prior approval or notification
      of JetBlue. In the event that JetBlue requests changes in process or
      design of the Products, such request shall


Agreement between JetBlue and LiveTV                                          11
December 17, 2001


      be in writing and shall be received at least one hundred and fifty (150)
      days prior to the first (1st) requested delivery date for the changed
      Product, and LiveTV shall accept such request only if JetBlue agrees to
      accept such changes in delivery or price which are, in LiveTVs judgment,
      reasonably necessitated thereby and only to the extent that such request
      is reasonable. Should JetBlue request changes which are, in LiveTV's sole
      judgment, beyond the ability of LiveTV to produce or deliver within the
      schedule or for the price proposed by JetBlue, then LiveTV shall have the
      right to reject or cancel JetBlue's request for such change(s).


Agreement between JetBlue and LiveTV                                          12
December 17, 2001



            2.17 SYSTEM ENHANCEMENTS.

                  2.17.1 LiveTV may, from time to time, propose optional changes
                         to JetBlue to introduce improvements to the System.
                         LiveTV's proposal shall advise of any changes in
                         charges, design, performance, weight or delivery
                         parameters that would result from the incorporation of
                         such an improvement. JetBlue will have the right to
                         reject changes that result in additional charges or
                         affect aircraft performance.

                  2.17.2 Wireless Aircraft Data Link (WADL)

                        i.    LiveTV, at is expense shall develop, install and
                              maintain the WADL system, on all aircraft and a
                              ground station at JFK to support maintenance and
                              operation of the Approved System.
                        ii.   JetBlue, at its expense, shall develop the rack
                              assembly required for the installations of the
                              WADL system on aircraft prior to such time that a
                              larger equipment rack is available (see 2.17.4
                              below). LiveTV shall procure and install this
                              mechanical equipment on all aircraft until such
                              time that a larger equipment rack is available.
                              JetBlue shall revise all required aircraft manuals
                              and provide a maintenance manual for the system.
                        iii.  JetBlue shall provide the facilities at JFK for
                              the ground system. LiveTV, at its expense, shall
                              provide and install the WADL ground system
                              hardware. In the event that LiveTV uses the
                              services of 3rd parties contracted through
                              JetBlue, LiveTV and JetBlue shall mutually agree
                              upon services and LiveTV shall reimburse JetBlue
                              for all agreed upon costs.
                        iv.   JetBlue, at its expense, shall lead and perform
                              the certification effort required for the WADL
                              system and obtain the STC. The STC shall be
                              transferred to LiveTV after certification. LiveTV
                              shall maintain the STC and issue JetBlue, upon
                              transfer, a $[****] credit for this effort.
                        v.    LiveTV, at its expense, will perform all required
                              DO-160 testing of the WAU.

                  2.17.3 Video Server

                        i.    LiveTV, at its expense, shall develop, certify,
                              install and maintain the Video Server on all
                              aircraft, required to provide video advertising
                              services to passengers through the Approved
                              System. JetBlue, at its expense, shall provide
                              engineering assistance and design guidance to
                              support the development and certification of the
                              Video Server.

                  2.17.4 Equipment Rack

                        i.    LiveTV, at its expense, shall develop and certify
                                 a new equipment


Agreement between JetBlue and LiveTV                                          13
December 17, 2001

--------------------------
[****] Represents material which has been redacted and filed separately with 
the Commission pursuant to a request for confidential treatment pursuant to 
Rule 406 under the Securities Act of 1933, as amended. 


                              rack capable of supporting the current LiveTV
                              system equipment plus the System Enhancements
                              described above. LiveTV shall also develop a
                              preliminary design of a larger equipment rack with
                              increased room for growth to support future
                              JetBlue hardware expansions. In consideration for
                              developing and installing this larger equipment
                              rack, JetBlue shall pay LiveTV $[****] per rack
                              at the time of installation.
                        ii.   Upon completion of the development an
                              certification, LiveTV at its expense, shall
                              install the new equipment rack at the time of all
                              new installations.
                        iii.  JetBlue and LiveTV shall work together to evaluate
                              the benefits, costs and timing of retrofitting
                              this larger equipment rack on previously delivered
                              aircraft.

            2.18 DOCUMENTATION.

                  This paragraph deleted.

            2.19 CERTIFICATION.

                  Except as noted under 2.17.2, LiveTV shall, at its expense,
      make all required data submittals to the FAA in order to receive an FAA
      STC, and will arrange for any FAA-required factory conformity inspections
      prior to shipment of the System to JetBlue or the airframe manufacturer,
      as the case may be, for installation. It is understood that the FAA may
      require, at its discretion, an on-aircraft inspection at the time of
      System installation. If the FAA requires such an inspection, both LiveTV
      and JetBlue shall work together in good faith to ensure the installation
      site and time are determined far enough in advance to arrange for the
      on-aircraft inspection. LiveTV assistance at the on-aircraft inspection
      shall be provided at no cost to JetBlue. In addition, it is understood
      that the FAA may require a flight test of the Aircraft as a condition of
      obtaining the STC. JetBlue will pay for up to one (1) hour of flight time
      to accomplish any flight-testing required to obtain the STC. LiveTV will
      reimburse JetBlue for airplane operating costs beyond one (1) hour of
      flight time at an hourly rate of [****] dollars ($[****]). However,
      all other costs/expense incurred in obtaining the STC shall be the
      responsibility of LiveTV. If LiveTV is unsuccessful in its effort to
      obtain necessary certification approval, it shall be the responsibility of
      LiveTV to remove the installed Systems and return the Aircraft to a
      condition sufficient to satisfy airworthiness and reasonable aesthetic
      requirements.

      ARTICLE 2A. NRE SALE

                  LiveTV shall sell to JetBlue the NRE as defined hereinafter,
upon the terms and conditions set forth herein.

            2A.1 PRODUCT DESCRIPTION

            The NRE shall consist of the drawings, analysis and reports
resulting from the


Agreement between JetBlue and LiveTV                                          14
December 17, 2001

--------------------------
[****] Represents material which has been redacted and filed separately with 
the Commission pursuant to a request for confidential treatment pursuant to 
Rule 406 under the Securities Act of 1933, as amended. 


engineering and certification efforts of LiveTV required to install the
LiveTV2000 System and shall include the installation drawings and other
drawings, reports and analysis listed in Annex "H".

            2A.2 USE BY JETBLUE

            JetBlue shall use the NRE for its sole internal use in operating and
maintaining its aircraft. JetBlue shall not re-sell, transfer, or provide the
NRE to 1) any third party, 2) any entity acquired by JetBlue, 3) any entity
which acquires JetBlue. Neither party intends for this restriction to preclude
or otherwise hamper JetBlue from becoming a publicly traded company.

            2A.3 DELIVERY

            No later than December 20th, 2001, LiveTV shall deliver to JetBlue
all Installation and Certification NRE as described under 2A.1 above. The NRE is
sold pursuant hereto "As Is", free and clear of claims of third parties that
might restrict the use as authorized and intended hereunder by JetBlue and no
further deliveries are required. This is a final sale and it shall survive the
term of this Agreement.

            2A.4 PAYMENT

            JetBlue shall pay LiveTV $[****] US for the NRE on the following 
payment schedule: $[****] to be received by LiveTV no later than March 01, 
2002, $[****] to be received by LiveTV no later than June 01, 2002 and $[****]
 to be received by LiveTV no later than September 1, 2002.

     ARTICLE 3. PRODUCT SUPPORT

            3.1 PRODUCT SUPPORT.

                  The following Articles sets forth the Product Support
      (hereinafter sometimes individually and collectively referred to as
      "Product Support") to be provided by LiveTV to JetBlue during the Term of
      this Agreement. As used herein, the terms LRU's, Systems, piece parts,
      provisions, Provisions Kits and Spares shall hereinafter sometimes be
      individually and collectively referred to as "Product" or "Products."

            3.2 TRAINING.

                  LiveTV shall conduct initial training for JetBlue's designated
      trainers at JetBlue's facilities at J.F. Kennedy Airport, New York, at a
      time mutually agreed upon by JetBlue and LiveTV. The training shall
      pertain to description and operation for flight personnel, and shall
      pertain to familiarization of JetBlue's personnel on the System. Such
      training shall be at no cost to JetBlue and consist of mutually agreed
      upon two (2) consecutive business days.

            3.3 MANUALS.

                  LiveTV shall furnish, in digital format, one (1) copy of the
      Aircraft Maintenance Manuals (AMM) and Maintenance Procedures Manual (MPM)
      (the "Manuals") to JetBlue at no


Agreement between JetBlue and LiveTV                                          15
December 17, 2001

--------------------------
[****] Represents material which has been redacted and filed separately with 
the Commission pursuant to a request for confidential treatment pursuant to 
Rule 406 under the Securities Act of 1933, as amended. 


      additional charge. For the term of the Agreement, LiveTV will furnish any
      revisions to Manuals at no charge. The Manuals shall be prepared using ATA
      Specification No. 100 as a guideline, and appropriate revisions to manuals
      shall be provided. Component Maintenance Manuals will not be provided
      under the terms of this Agreement to JetBlue unless required by applicable
      regulatory agencies.

            3.4 PRODUCT SERVICE.

                  LiveTV shall perform servicing, troubleshooting/fault
      isolation and cleaning of the System in accordance with the manuals
      provided under Article 3.3; and removal of malfunctioning LRU's furnished
      hereunder, returning same to any LiveTV Maintenance Base as defined in
      Article 3.5 hereof, and substituting a spare LRU (a "Spare") listed on
      Annex "B," hereby made a part of this Agreement. Product Service will be
      provided at J.F. Kennedy Airport, New York, and at other locations where
      LiveTV can have access to multiple aircraft for overnight maintenance.
      JetBlue and LiveTV will mutually agree upon the timing for and location of
      these maintenance locations.

            3.5 REPAIR.

                  LiveTV will repair LRU's, including the supply of parts and
      labor, once said LRU's have been removed from the Aircraft and returned to
      a LiveTV Maintenance Base pursuant to Article 3.4.


Agreement between JetBlue and LiveTV                                          16
December 17, 2001



            3.6 SPARES.

                  LiveTV will maintain a level of spares sufficient to perform
      those service responsibilities specified in Article 3.4

            3.7 JETBLUE SERVICE & SUPPORT RESPONSIBILITIES:

                  3.7.1 JetBlue shall provide access and electrical power to
                        aircraft to enable LiveTV Line Maintenance personnel to
                        perform troubleshooting and removal of malfunctioning
                        System Line Replaceable Units (LRU's) while on the
                        Aircraft during transits and Remain-Over-Night (RON)
                        activities at the Line Maintenance Station.

                  3.7.2 JetBlue shall provide adequate JetBlue Line Maintenance
                        personnel to promptly clear the maintenance discrepancy
                        item from the JetBlue Maintenance Computer system upon
                        completion of necessary repairs or replacements of
                        faulty LRU's by LiveTV Line Maintenance personnel.

                  3.7.3 JetBlue shall undertake the cosmetic cleaning of the
                        system in connection with its regular cabin cleaning
                        and;

                  3.7.4 JetBlue shall advise LiveTV of any worn out, vandalized,
                        damaged, defective or malfunctioning System or System
                        components which need more than cosmetic cleaning
                        promptly after the same comes to the attention of
                        JetBlue's personnel.

            3.8 IN-FLIGHT TESTING OR OTHER WORK.

                  From time to time LiveTV may be required to perform in-flight
      maintenance or performance tests on the System to monitor and assess
      performance of the LiveTV service. Upon reasonable notice from LiveTV that
      such in-flight maintenance or performance tests are necessary, LiveTV
      personnel may travel onboard JetBlue's scheduled flights to perform such
      in-flight maintenance or testing, subject however to space availability on
      flights selected by JetBlue. Any such in-flight maintenance or testing
      will be performed by LiveTV in a manner designed not to interfere with
      JetBlue's provision of normal services to its passengers that are not
      related to live television service. Any in-flight maintenance or testing
      on revenue flights will be with JetBlue's prior approval and in full
      compliance with any FAA directives.

            3.9 COST OF MAINTENANCE REPAIRS, CLEANING AND TESTING.

                  JetBlue shall bear its costs and expenses incurred in
      connection with meeting its obligations in Article 3.7. JetBlue shall
      reimburse LiveTV for costs incurred by LiveTV in repairing or replacing
      Systems damaged or destroyed as a result of the negligence or
      intentionally wrongful acts or omissions of JetBlue, its, employees,
      agents or contractors.


Agreement between JetBlue and LiveTV                                          17
December 17, 2001



      LiveTV will promptly notify JetBlue of any damage for which LiveTV intends
      to request reimbursement. Except as otherwise set forth in the foregoing
      sentence or in other provisions of this Agreement, LiveTV shall bear all
      costs incurred in connection with maintenance, repair, cleaning and
      testing.

            3.10 ON-SITE FACILITIES.

                  JetBlue will provide, at no cost to LiveTV, acceptable on-site
      facilities at J.F. Kennedy Airport for LiveTV inventory storage and LiveTV
      Line Maintenance Personnel.

            3.11 PERFORMANCE STANDARDS -- MAINTENANCE.

                  LiveTV shall comply with the specifications and requirements
      of JetBlue's General Maintenance Manual, in a good and workmanlike manner,
      and in compliance with any applicable airframe or seat manufacturer's
      service bulletins or directives, and all regulatory approvals or permits
      of United States federal, state or local government agencies or
      authorities required for maintenance of the system ("Regulatory
      Approvals") and shall perform all work in compliance with all applicable
      rules, regulations and laws affecting JetBlue and its employees.

ARTICLE 4. PROGRAMMING SERVICES

            4.1 PROGRAMMING RIGHTS.

                  LiveTV shall obtain the rights to provide on Approved Aircraft
      twenty (20) channels of programming including channel(s) in the categories
      of sports, news, weather, children's programming and general
      entertainment, and four (4) channels of additional programming to be
      determined from time to time (the "Programming"). These rights shall be
      obtained by LiveTV thirty (30) days prior to the first JetBlue revenue
      aircraft flight. In the event that a programming supplier offers terms and
      conditions that are not acceptable to LiveTV, LiveTV shall, select and
      modify at any time the individual programs provided to JetBlue.

                  LiveTV shall be solely responsible for all licenses for the
      distribution of the Programming pursuant to this Agreement.

            4.2 PROGRAMMING DISTRIBUTION RESTRICTIONS.

                  In no event shall JetBlue, without the prior written consent
      of LiveTV, rebroadcast, retransmit, resell, record or duplicate any of the
      Programming, or make any alterations, additions or deletions thereto.
      JetBlue agrees to comply with any restrictions on distribution of the
      Programming imposed by DIRECTV(R) or Programming providers, as notified in
      writing to JetBlue by LiveTV. JetBlue hereby covenants and agrees that it
      shall not air any advertising or sponsorship of a Competing DBS Service on
      an Approved System or any other portion of any in-flight system that
      includes the Approved System. A "Competing DBS Service"


Agreement between JetBlue and LiveTV                                          18
December 17, 2001


         shall be defined as television programming or other related services to
         commercial or private viewers or subscribers from a system which
         utilizes a mid-power or high-power Ku-band communications satellite
         other than those of DIRECTV(R), or hardware or technology utilized in
         connection with the delivery and/or receipt of such services.

            4.3 ADVERTISING PROGRAM

                  JetBlue and LiveTV shall develop and implement the strategies,
                  sales efforts, and hardware and software infrastructure
                  required to provide advertising to passengers' on Qualified
                  Flights. It is recognized that both JetBlue and LiveTV need to
                  contribute to the advertising program to make the project a
                  success.

                  i.    LiveTV and JetBlue shall coordinate the advertising
                        sales efforts. JetBlue shall give guidance on acceptable
                        client categories and advertising subject matter. Each
                        party will assign a project leader for coordination of
                        all efforts.
                  ii.   To facilitate the sales process, JetBlue and LiveTV
                        shall agree upon a set of standard terms and conditions
                        for advertising contracts. JetBlue shall have approval
                        authority over all advertising agreements with potential
                        clients. Such approval shall be provided in a timely
                        manner and shall not be unreasonably withheld.
                  iii.  JetBlue and LiveTV shall agree upon the amount of
                        advertising time that will be reserved for
                        self-promotion and give-aways. This shall not supercede
                        the DirecTV commercials defined under Article 6.2 or be
                        construed to grant any rights in derivation to the terms
                        of Article 4.2. It is hereby acknowledged and agreed by
                        the parties that their rights related to the sale and
                        broadcast of advertisements on the System shall be
                        subordinate and inferior to those of DirecTV as set
                        forth in Articles 4.2, 6.2 and elsewhere herein.
                  iv.   LiveTV shall be responsible for securing, enhancing and
                        loading/removing all advertising copy materials to/from
                        the aircraft. JetBlue shall authorize these efforts
                        under their engineering and maintenance procedures.
                  v.    All material Advertising Costs shall be mutually agreed
                        upon in advance of the expenditure by JetBlue and
                        LiveTV.
                  vi.   The Advertising Gross Margins shall be equally shared
                        between JetBlue and LiveTV ([****]% to JetBlue and 
                        [****]% to LiveTV).
                  vii.  LiveTV shall collect all Advertising Revenue and, once
                        the project generates a cumulative positive gross
                        margin, disburse the Gross Margin on a monthly basis. In
                        the event that the project does not generate positive
                        Gross Margins, LiveTV shall be responsible for all
                        LiveTV incurred Costs that exceed the Revenues.
                  viii. LiveTV shall provide JetBlue with monthly reports as
                        described under Article 8.0, and audit rights to confirm
                        both the Revenues generated and the Costs incurred by
                        the project.
                  ix.   LiveTV shall hold title to and shall maintain the Video
                        Server.
                  x.    In the event that the advertising program does not (i)
                        generate a cumulative positive Gross Margin within 
                        [****] after the installation of the Video Server on the
                        first aircraft, or (ii) generate cumulative positive
                        Gross Margins


Agreement between JetBlue and LiveTV                                          19
December 17, 2001

--------------------------
[****] Represents material which has been redacted and filed separately with 
the Commission pursuant to a request for confidential treatment pursuant to 
Rule 406 under the Securities Act of 1933, as amended. 


                        for the two (2) calendar quarters prior to the end of
                        the 18 months period after the installation of the Video
                        Server on the first aircraft, either party may terminate
                        the advertising program described within this Article
                        4.3

            4.4 CESSATION OF DISTRIBUTION.

                  Notwithstanding anything to the contrary contained in this
      Agreement, LiveTV may cease distributing any or all affected Programming
      to Approved Systems on affected Approved Aircraft in the event that (a)
      LiveTV determines that the distribution of such Programming to Approved
      Systems on such Approved Aircraft violates any Law (as defined herein),
      (b) LiveTV is so required by the Programming provider of such Programming,
      or in the event LiveTV's license(s) to distribute such Programming to
      Approved Systems on such Approved Aircraft expires or terminates. "Law"
      shall be defined as any Federal Communications Commission (FCC), FAA or
      other governmental (whether international, federal, state, municipal or
      otherwise) statute, law, rule, regulation, ordinance, directive or order,
      including, without limitation, any court order. Notwithstanding the
      foregoing, in the event LiveTV determines that the distribution of any
      Programming to any Approved Aircraft violates a Law, LiveTV may cease
      distributing such Programming to the affected Approved Aircraft pursuant
      to Article 11.4, only for the time necessary, as reasonably determined by
      LiveTV, to prevent such violation of Law from continuining from bodily injury or damages to properties
          or any loss in accordance with or in consequence of the performance of
          Maintenance Services under this Agreement and its Annexes or
          Appendices or Attachments or Amendments or Orders and arising directly
          or indirectly, totally or partially from the execution of the
          Agreement), to the extent caused by the willful or gross negligent
          acts or omissions of such Indemnifying Parties.

XIV.2     DAMAGES

          Each Party hereto shall be fully liable for any loss, cost, damage and
          injury to its personnel and undertakes on its own behalf and that of
          its insurers to hold harmless the other Party from any such claims and
          damages save and except if such loss, cost, damage or injury results
          from the wilful misconduct or gross negligence of the other Party.

XIV.3     TRANSPORT LIABILITY

          JETBLUE AIRWAYS shall be responsible of all claims against transport's
          agent for transport of its properties to and from Delivery Point. EAS
          will supply to JETBLUE AIRWAYS any document, which shall allow JETBLUE
          AIRWAYS the proper filing and administration of such a claim.


--------------------------------------------------------------------------------
EAS/JETBLUE AIRWAYS-1001
22 October 2001                                                               23


ARTICLE XV - INSURANCE

XV.1  JETBLUE AIRWAYS'S INSURANCE

      JETBLUE AIRWAYS shall at all times during the term of this agreement, at
      its own cost and expense, carry and maintain aviation liability and hull
      insurance on the aircraft with such insurers in the following amounts and
      types:

      1)    Aircraft Liability and Ground Insurance (Including comprehensive
            passenger and public liability):
            a.    Bodily Injury and Personal Injury -- [****]
                  [****] U.S. Dollars ($[****]) combined single
                  limit per occurrence
            b.    Bodily Injury and Personal Injury -- Third Person: [****]
                  [****] U.S. Dollars ($[****]) combined
                  single limit per occurrence
            c.    Property Damage Broad Form: [****]
                  U.S. Dollars ($[****]) combined single limit per
                  occurrence
      2)    Worker's compensation Insurance and Employer's Liability Insurance
            with limits of not less than [****] U.S. Dollars ($[****])
            per occurrence, unless otherwise required by law.
      3)    All Risk Hull Insurance on the Aircraft for the full insurable
            replacement value thereof.
      4)    All such insurance shall include EAS as an additional insured
            thereunder (but without imposing upon the additional insured any
            obligation imposed upon insured including, without limitation, the
            liability to pay premiums) and shall be endorsed to provide that the
            insurance afforded to, or with respect to the interest of, EAS shall
            not be invalidated by any breach of the insuring conditions by
            JETBLUE.

XV.2  EAS'S INSURANCE

      EAS shall at all times during the term of this agreement maintain in force
      the following insurance in the amount specified:

      1)    General Liability Insurance with a combined single limit of
            liability of not less than [****] U.S.
            Dollars ($[****]) for comprehensive bodily injury, property
            damage, premised, products and completed operations coverage.
      2)    Hangar Keepers Liability Insurance with limits of not less than 
            [****] U.S. Dollars ($[****]) per occurrence.
      3)    Worker's compensation Insurance and Employer's Liability Insurance
            with limits of not less than [****] U.S. Dollars ($[****])
            per occurrence, unless otherwise required by law.
      4)    All such insurance shall include JETBLUE as an additional insured
            thereunder (but without imposing upon the additional insured any
            obligation imposed upon insured, including, without limitation, the
            liability to pay premiums) and shall be endorsed to provide that the
            insurance afforded to, or with respect to the interest of, JETBLUE
            shall not be invalidated by any breach of the insuring conditions by
            EAS.


--------------------------------------------------------------------------------
EAS/JETBLUE AIRWAYS-1001
22 October 2001                                                               24

[****] Represents material which has been redacted and filed separately with 
the Commission pursuant to a request for confidential treatment pursuant to 
Rule 406 under the Securities Act of 1933, as amended.



XV.3  INSURANCE CERTIFICATES

      Both parties agree to furnish to the other party hereto, as soon as
      reasonably available following the execution of this Agreement, but in no
      event later than commencement of the Services to be provided by EAS
      hereunder, underwriters' certificates (or brokers' certificates on their
      behalf) certifying that all of the required insurance is in full force and
      effect, and describing such insurance and the limits in reasonable detail,
      that the same host been properly endorsed with respect to this contractual
      undertaking and waiver of subrogation as provided above, and that such
      other party shall be given thirty (30) days prior written notice by the
      insurers in the event the insurers desire to cancel or make any material
      changes to such insurance or any part thereof or any such insurance is
      scheduled to expire without being renewed.

ARTICLE XVI - WAIVER

      The warranties and liabilities of EAS set forth in Articles XIII, XIV are
      expressly in lieu of, and JETBLUE AIRWAYS hereby waives and releases EAS
      from any and all other warranties, agreement guarantees conditions,
      duties, obligations, remedies, any direct, indirect or incidental or
      consequential damages whether in contract or in tort, loss such as but not
      limited to loss of operation, of profit or of use, or liabilities, whether
      express or implied, arising by law, custom or otherwise as to the title,
      airworthiness, value, quality, durability, description, condition, design,
      operation or merchantability, or the absence of any infringement of any
      patent, copyright, design, or other proprietary right, or fitness for use
      for a particular purpose, or as to the quality of the material or
      workmanship of Maintenance Services, the absence there from of latent
      discoverable, or as to any other representation or warranty whatsoever,
      express or implied (including any implied warranty arising from a course
      of performance or dealing or usage of trade) with respect to the
      Maintenance Services. JETBLUE AIRWAYS hereby waives, releases, renounces
      and, disclaims expectation of or reliance upon any such representation or
      warranties, it being understood that all conditions, warranties and
      representations (or obligations or liabilities in contract or in tort) in
      relation to any of those matters, express orks in use
      from time to time with respect to the LiveTV Service and System. The right
      of a party ("Licensee") to use such trademarks and service marks of the
      other party ("Licensed Marks") shall be subject to the following
      restrictions and conditions:

                  6.5.1 Licensee may use the Licensed Marks only for purposes of
                        (i) making known that LiveTV Service is available on
                        board the Aircraft of JetBlue, and (ii) as reasonably
                        appropriate in instructional materials for use of the
                        System on board the Aircraft;

                  6.5.2 Whenever the Licensed Marks are used in advertising,
                        promotional or other materials, such materials shall
                        identify the Licensed Marks as being owned by the other
                        party ("Licensor");

                  6.5.3 Prior to using the Licensed Marks in any published or
                        otherwise publicly distributed advertising, promotional
                        or other materials, Licensee shall submit copy for such
                        materials to the Licensor for its approval, which
                        approval shall not be unreasonably withheld. In the
                        event Licensor has not responded within ten (10)
                        business days of submission of the copy, Licensor shall
                        be deemed to have approved of the copy; and

                  6.5.4 Notwithstanding any other provision of the Agreement,
                        the Licensee shall not otherwise use the Licensed Marks
                        in any manner, which harms the reputation for quality
                        associated with the Licensed Marks.

ARTICLE 7. PRICES AND CHARGES

            7.1.1 SERVICE CHARGE PAYMENTS.

                                    For all approved Aircraft, JetBlue shall pay
                                    LiveTV a service charge, less the applicable
                                    quantity discount under 7.1.2, of $[****] US
                                    per passenger position (based on 162
                                    positions per aircraft) per Flight Segment
                                    per Approved Aircraft, with a minimum
                                    monthly payment equal to $[****] per
                                    Approved Aircraft.

                        7.1.2 DISCOUNT FOR INCREASED AIRCRAFT QUANTITIES IN
                  CONSIDERATION FOR INCREASING THE NUMBER OF APPROVED SYSTEMS
                  ORDERED, LIVETV SHALL PROVIDE JETBLUE A MONTHLY DISCOUNT BASED
                  ON THE SCHEDULE SHOWN IN ANNEX A-1. THIS DISCOUNT SHALL BE IN
                  THE FORM OF A CREDIT ON THE MONTHLY INVOICE FOR SERVICE
                  CHARGES.


Agreement between JetBlue and LiveTV                                          24
December 17, 2001

--------------------------
[****] Represents material which has been redacted and filed separately with 
the Commission pursuant to a request for confidential treatment pursuant to 
Rule 406 under the Securities Act of 1933, as amended. 


            7.2 GROSS REVENUE

            This paragraph has been deleted.

            7.3 BILLINGS.

                  This paragraph has been deleted.

            7.4 SERVICE CHARGE ADJUSTMENT

                  7.4.l Adjustment of Service Charge: The Service Charge shall
                  increase on January 1st, of each year during the Initial Term
                  or any extensions thereof, by a percentage equal to the
                  percentage increase in the Consumer Price Index for Urban
                  Consumers, All Items, Unadjusted 12 months ended (CPI-U) (the
                  "CPI") from January of the preceding year. In no event shall
                  the percentage change in the CPI cause a reduction in the
                  Service Charge.

            7.5 TAXES, CUSTOMS AND DUTIES.

                  Any and all taxes, customs or duty charges levied on the use
      or delivery of the System or materials, or upon services rendered
      hereunder, shall be paid by JetBlue (excluding taxes based upon LiveTV's
      net income and taxes payable with respect to the distribution of
      Programming on Qualified Flights). In the event that LiveTV pays or
      otherwise discharges any such taxes, customs or duty charges that are the
      responsibility of JetBlue, then JetBlue shall reimburse LiveTV for such
      amount paid.

            7.6 LOSS OF AIRCRAFT.

                  If there is a total loss of any Aircraft listed in Annex "A,"
      the number of Aircraft in the Fleet will be reduced by the Aircraft so
      lost, provided that the stipulated loss value of the Approved System
      thereon as set forth in Article 10.4 hereof is paid to LiveTV.

ARTICLE 8. REPORTING, INVOICING, AND PAYMENT

            8.1 REPORTS

                  8.1.1 REPORTS TO LIVETV. JetBlue agrees to report the number
                        of Approved Aircraft in service, the actual number of
                        seats in service on each Approved Aircraft and the
                        number of LiveTV Flight Segments completed during each
                        month no later than thirty (30) days following the last
                        day of


Agreement between JetBlue and LiveTV                                          25
December 17, 2001


                        each month; this is known as the "LiveTV Flight Report".
                        JetBlue will also report their Advertising Costs, if
                        any, related to advertisements placed each month; this
                        is known as the "JetBlue Advertisement Cost Report".
                        JetBlue shall maintain these records for five years
                        thereafter.

                  8.1.2 REPORTS TO JETBLUE. Within thirty (30) days after the
                        end of each calendar month, LiveTV shall submit to the
                        JetBlue a report setting forth the Advertising Revenues,
                        Advertising Costs, and Advertising Gross Margins for
                        such calendar month. LiveTV will also, within thirty
                        (30) days following each month, report System
                        Availability, known as the "System Availability Report".

            8.2 INVOICING.

                  LiveTV will deliver an Activity Statement to JetBlue on the
      1st business day of each calendar month. The Statement will itemize the
      receipts to be distributed between LiveTV and JetBlue and the payments to
      be made to LiveTV in the form of monthly Service Charges. The Statement
      will be accompanied by an invoice, credit or payment.

            8.3 INITIAL INVOICE DATE.

                  The invoicing for Service Charges for each individual Aircraft
      shall commence upon such Aircraft becoming on Approved Aircraft.

            8.4 INVOICE ADDRESS.

                  LiveTV will address all invoices as follows:

                  JetBlue Airways Corporation
                  80-02 Kew Gardens Road, 4th floor
                  Kew Gardens, NY 11415-3600

            8.5 DISPUTED INVOICES.

                  In the event an invoice, issued pursuant to this Agreement, is
      disputed in good faith by one party, then said party agrees to pay the
      invoice, less the amount in dispute, and the parties will work together in
      good faith to resolve their differences with regard to the invoiced amount
      not paid. In the event the parties cannot resolve the dispute within 30
      days, the dispute will be submitted to arbitration before a single
      arbitrator under the rules of the American Arbitration Association.

            8.6 PAYMENT.

                  All invoices shall be net thirty (30) days. All payments under
      this Agreement shall be made in United States currency, and be made by
      check or Electronic Funds Transfer:

                  To JetBlue:
                  JetBlue Airways Corporation


Agreement between JetBlue and LiveTV                                          26
December 17, 2001


                   80-02 Kew Gardens Road, 4th floor
                   Kew Gardens, NY 11415-3600

                   To LiveTV:
                   LiveTV, LLC
                   17481 Red Hill Avenue
                   Irvine, CA 92614-5630

                  Or to such other addresses as directed in writing from time to
      time.

            8.7 FINANCE CHARGE

                  Should JetBlue or LiveTV fail to pay, within sixty (60) days,
      charges invoiced hereunder, the other party may impose a monthly finance
      charge on such late payment at the rate of [****] percent ([****] [****]%)
      for each such unpaid charge ([****] percent [[****]%] annual rate but
      not in excess of the lawful maximum), from the sixty-first (61st) day
      until said payment is received. If at any time JetBlue's account is
      subject to a finance charge hereunder, LiveTV, in addition to any other
      remedies, reserves the right to stop all further shipments to JetBlue.
      Late payment shall constitute a material breach and constitute a basis for
      termination under Article 11.1 hereof.

            8.8 REPORTING REQUIREMENTS.

                  The reporting and payment requirements specified herein are a
      material part of this Agreement and either party shall have the right to
      suspend the supply of Programming or Product Support, or terminate this
      Agreement pursuant to Article 11.1, if either party fails to meet its
      reporting or payment responsibilities.

            8.9 RECORDS AND AUDITS.

                  JetBlue and LiveTV shall maintain accurate records of all
      matters that relate to their respective obligations under this Agreement
      in accordance with generally accepted accounting principles and practices
      uniformly and consistently applied in a format that will permit audit.
      Both parties shall retain such records throughout the term of this
      Agreement and


Agreement between JetBlue and LiveTV                                          27
December 17, 2001

--------------------------
[****] Represents material which has been redacted and filed separately with 
the Commission pursuant to a request for confidential treatment pursuant to 
Rule 406 under the Securities Act of 1933, as amended. 


      for one (1) year thereafter. To the extent that the records may be
      relevant in determining whether both parties are complying with its
      obligations hereunder, both parties and their authorized representatives
      shall have access to the records for inspection and audit at all
      reasonable times during normal business hours upon five (5) business days
      written notice throughout the Term and for one (1) year thereafter,
      provided such inspection and audit shall take place no more frequently
      than once per year. Any such review and audit shall be at the sole cost
      and expense of the auditing party, except in the case where an
      underpayment of five percent (5%) or more in monthly payments otherwise
      owed pursuant to this Agreement is discovered, in which case the audited
      party shall reimburse the other party for those costs actually incurred in
      such review and audit.

ARTICLE 9. DELIVERY, RETURN AND TRANSPORTATION RESPONSIBILITIES

            9.1 DELIVERY.

                  LiveTV shall deliver all Products to JetBlue in accordance
      with the shipment dates specified on Annex "A" to this Agreement. JetBlue
      shall notify LiveTV of the specific location where the Systems are to be
      shipped at least ninety (90) days prior to the scheduled delivery date.

                  9.1.1 SCHEDULE MODIFICATIONS. Should JetBlue alter the Product
                        shipping schedule from the mutually agreed shipping
                        dates in this Agreement, JetBlue shall be responsible
                        for additional costs incurred by LiveTV in meeting the
                        revised schedule.

                  9.1.2 DEFAULT. In the event of default by JetBlue under this
                        Agreement, LiveTV may decline, at its sole discretion,
                        to make further shipments under any and/or all other
                        purchase orders placed under this Agreement. If LiveTV
                        elects to continue making such shipments, such
                        continuation shall not constitute a waiver of such
                        default, nor shall such continuation in any way limit
                        LiveTV's legal remedies for such default.

            9.2 PACKAGING.

                  Products delivered by one party to the other shall be suitably
      packed for shipment in accordance with appropriate ATA packaging standards
      and good commercial practice. In the event that LiveTV furnishes reusable
      containers for any LRU spares, and then the parties will utilize such
      containers for all subsequent shipments of said spares.

            9.3 JETBLUE'S SHIPPING ADDRESS.

                LiveTV shall ship Products to JetBlue at the following address:
                JetBlue Airways
                South Service Road, Building 141
                Jamaica, NY 11430


Agreement between JetBlue and LiveTV                                          28
December 17, 2001


                          or

                          JetBlue Airways
                          John F. Kennedy International Airport, Terminal 6
                          Jamaica, NY 11430

      Or to such other addresses as directed in writing by JetBlue to LiveTV
from time to time.

ARTICLE 10. SYSTEM OWNERSHIP OF AND RESPONSIBILITY FOR MATERIAL

            10.1 SYSTEM OWNERSHIP.

                  The Products shall at all times remain the property of LiveTV,
      and LiveTV shall be permitted to display notice of ownership on such
      Products. LiveTV, in its sole discretion, may transfer ownership of the
      Systems or Products to a leasing company or other financial institution
      subject to the provisions of this Agreement. LiveTV shall notify JetBlue
      of any such transfers in a timely manor. JetBlue shall not acquire any
      ownership interest in any Product or spare unit supplied by LiveTV under
      this Agreement, except for the Provision Kits as provided per this
      Agreement.

            10.2 RIGHT AND TITLE

                  LiveTV shall at all times retain the sole and exclusive right
      and title in and to all STCs and modifications to STCs or similar rights
      or authorizations, patents, know-how, copyrights, information and other
      intellectual and industrial property rights embodied in or relating to the
      System or live television reception service.

                  10.2.1 PRESERVATION AND PROTECTION. JetBlue shall cooperate
                         with LiveTV in filing any required statements or other
                         instruments, and in the taking of any and all other
                         actions, which LiveTV may deem necessary or desirable
                         under the applicable law of any jurisdiction in order
                         to preserve and protect LiveTV's title and right to any
                         such property.

                  10.2.2 INVENTORY REQUIREMENTS. Additionally, JetBlue shall
                         conduct inventories of LiveTV supplied Products, as may
                         reasonably be requested by LiveTV, in order to allow
                         LiveTV to comply with generally accepted accounting
                         principles.

            10.3 RESPONSIBILITY FOR SYSTEMS/SPARES.

                  JetBlue shall be responsible, to the extent negligent, for any
      and all Product supplied under this Agreement from the time of delivery by
      LiveTV until such Product is returned to LiveTV.

                  10.3.1 DAMAGE/LOSS. In the event any Products or any part
                         thereof is lost, stolen, damaged, or destroyed
                         (excluding a total loss of an Aircraft) while in the
                         custody of JetBlue, LiveTV shall repair or replace,
                         whichever


Agreement between JetBlue and LiveTV                                          29
December 17, 2001


                         is less costly, the lost, stolen, damaged or destroyed
                         Product. JetBlue shall then pay LiveTV, within sixty
                         (60) days, for the repair or replacement charges,
                         unless the loss, theft, damage or destruction is due to
                         the negligence of LiveTV, to normal wear and tear or to
                         passenger damage.

                  10.3.2 TOTAL LOSS. JetBlue shall reimburse LiveTV for the
                         total loss of a System pursuant to Article 7.7, within
                         one hundred twenty (120) days of the date of any such
                         loss.

            10.4 INSURANCE.

                  JetBlue shall insure at its sole cost, with an insurer
      reasonably acceptable to LiveTV, the Systems against loss or destruction
      in the amount of [****] Dollars ($[****]) per system per Aircraft 
      hereunder naming LiveTV as an additional insured. JetBlue shall
      advise LiveTV at least one month prior to installation of a System that
      such coverage has been put in force and shall provide a certificate of
      insurance as evidence of such coverage being in force. The insurer shall
      provide notice to LiveTV of any modification or cancellation of the
      insurance policy required hereunder. The parties hereto agree that it
      would be very difficult to establish an exact value for the worth of each
      system hereunder at the time of any such loss or destruction, and,
      accordingly, establish the above amounts as the Stipulated Loss Value for
      each such system. JetBlue will provide LiveTV a blanket policy endorsement
      and certificate for all installed Systems.

            10.5. LIENS.

                  JetBlue shall not pledge, assign, hypothecate, encumber or
      grant any security interest in, or allow any liens, charges, encumbrances
      or legal processes to be imposed or levied on, any Products or other
      materials furnished hereunder other than, liens arising out of the
      operation of law. If any such liens arise, JetBlue will discharge within
      sixty (60) days. Provision Kits, once title for said kits has passed to
      JetBlue, are excluded.

            10.6 IDENTIFICATION OF SUPPLIER.

                  If practical, JetBlue shall identify LiveTV as the supplier of
      Products and services hereunder by an appropriate legend or credit in
      advertisements, printed programs or similar media, which refer to the use
      of the LiveTV System or services.

ARTICLE 11. TERMINATION AND EXCUSABLE DELAY

            11.1 TERMINATION BY EITHER PARTY.

                  In the event that either party fails to perform any material
      obligations hereunder, unless such failure is excused under any provisions
      of this Agreement, then the other party may terminate this Agreement upon
      ninety (90) days prior written notice, in the event:


Agreement between JetBlue and LiveTV                                          30
December 17, 2001

--------------------------
[****] Represents material which has been redacted and filed separately with 
the Commission pursuant to a request for confidential treatment pursuant to 
Rule 406 under the Securities Act of 1933, as amended. 


                  (i)   The other party is in material default of its material
                        obligations under this Agreement (with such termination
                        right to be in addition to, and not in lieu of, any
                        other rights and remedies provided by law or this
                        Agreement). Any notice of termination shall specify in
                        reasonable detail the deficiency in performance giving
                        rise to the termination. However, such termination shall
                        not be effective if the defaulting party has cured such
                        default prior to the effective date of termination.; or

                  (ii)  The other party becomes insolvent or institutes or
                        permits to be instituted against it any proceedings
                        seeking receivership, trusteeship, bankruptcy,
                        reorganization, assignment for the benefit of creditors,
                        or other proceedings under Title 11 of the United States
                        Code or as provided by any other insolvency law, state
                        or federal (a "Bankruptcy Proceeding"), provided,
                        however, in the event of institution of any involuntary
                        Bankruptcy Proceeding, a period of at least sixty (60)
                        days from the institution thereof has elapsed and the
                        involuntary Bankruptcy Proceeding has not been stayed or
                        dismissed within such sixty (60) days period.

            11.2 CONSEQUENCES OF TERMINATION OR EXPIRATION

                  11.2.1 Upon the expiration or earlier termination of this
                         Agreement, each party shall promptly return to the
                         other party all Confidential Information of the other
                         party, and all copies, however obtained, and shall
                         continue to hold such Confidential Information in
                         confidence.

                  11.2.2 Upon the expiration or earlier termination of this
                         Agreement, JetBlue shall promptly return to LiveTV the
                         Systems, Products and all other components and parts of
                         every type and description in which LiveTV holds title,
                         in good condition, ordinary wear, tear and defective
                         units excepted.

                  11.2.3 Upon the expiration of this Agreement, each party shall
                         promptly pay to the other all amounts due under this
                         Agreement.

                  11.2.4 In the event JetBlue terminates this Agreement as a
                         result of default of LiveTV pursuant to Paragraph 11.1,
                         JetBlue shall promptly pay to LiveTV all amounts due to
                         LiveTV under this Agreement, up to the date JetBlue
                         returns to LiveTV the Systems, Products and all other
                         components and parts in which LiveTV holds title, in
                         good condition, ordinary wear, tear and defective units
                         excepted, and LiveTV shall pay the costs associated
                         with the return of the Systems, Products, components
                         and parts. LiveTV shall also pay JetBlue all amounts
                         due under this Agreement up to the date JetBlue returns
                         componentsto LiveTV the Systems, Products and all other
                         and parts in which LiveTV holds title, in good
                         condition, ordinary wear, tear and defective units
                         excepted. LiveTV shall remove the LiveTV System
                         components identified in Annex "B" at no cost to
                         JetBlue. Said removal includes LiveTV's responsibility
                         to return the aircraft to a condition sufficient to


Agreement between JetBlue and LiveTV                                          31
December 17, 2001



                        satisfy airworthiness, reasonable aesthetic requirements
                        and reasonable requirements of applicable aircraft
                        lessors.

                  11.2.5 In the event LiveTV terminates this Agreement as a
                         result of default of JetBlue pursuant to Paragraph
                         11.1, JetBlue shall promptly pay to LiveTV:

                        (i)   all amounts due and/or to be received by LiveTV
                              under this Agreement as to each installed
                              Aircraft, which would have been received by LiveTV
                              from JetBlue had the Agreement remained in full
                              force and effect up to the expiration date of its
                              Term;
                        (ii)  all costs incurred, including but not limited to,
                              any costs and cancellation charges of vendors,
                              which are by LiveTV reasonably allocable to
                              uncompleted and/or uninstalled Systems, Products,
                              components and parts, including without
                              limitation, un-amortized non-recurring engineering
                              costs, determined in accordance with the
                              accounting practices consistently followed by
                              LiveTV; and
                        (iii) all costs associated with the return of the
                              Systems, Products, components and parts.

                        Amounts to be paid to LiveTV, pursuant to this
                  paragraph, shall be known as the "Termination Charge".

                  11.2.6 [****]

            11.3 EARLY REMOVAL OF AIRCRAFT FROM JETBLUE FLEET.

                  11.3.1 If any of the Approved Aircraft identified in Annex "A"
                         is removed from the Fleet prior to the Initial Term of
                         this agreement, JetBlue shall either;

                        (i)   Pay to LiveTV a Termination Charge equal to the
                              amounts set forth in Article 11.2.5, for each
                              affected Aircraft for the remaining Term of such
                              affected aircraft under this Agreement;
                        (ii)  Promptly transfer a System from Aircraft listed on
                              Annex "A" to other Aircraft of the same type and
                              configuration that are owned or leased by JetBlue,
                              with all related expenses and installation charges
                              to be paid by JetBlue; or
                        (iii) Promptly transfer the System to any new owner,
                              lessee or lesser, provided that LiveTV concludes
                              an Agreement with such new owner, lessee or lessor
                              for said System, on terms acceptable to LiveTV in
                              its sole discretion, in which instance, JetBlue
                              shall be relieved of further liability to LiveTV
                              for the System.


Agreement between JetBlue and LiveTV                                          32
December 17, 2001

--------------------------
[****] Represents material which has been redacted and filed separately with 
the Commission pursuant to a request for confidential treatment pursuant to 
Rule 406 under the Securities Act of 1933, as amended. 


                        11.3.2 If any of the Additional Aircraft, above the
                               original thirty-two (32) Approved Aircraft in the
                               Fleet, is removed from the Fleet during the Term
                               of this agreement, JetBlue shall either:


Agreement between JetBlue and LiveTV                                          33
December 17, 2001



                        (i)   Promptly transfer the System from such Additional
                              Aircraft to other Aircraft of the same type and
                              configuration that are owned or leased by JetBlue,
                              with all related expenses and charges of removal
                              and installation to be paid by JetBlue;
                        (ii)  On not more than four (4) Additional Aircraft,
                              transfer the System from such Additional Aircraft
                              to other Aircraft of the same type and
                              configuration that are owned or leased by JetBlue
                              within nine (9) months of such removal, with all
                              related expenses and charges of removal and
                              installation to be paid by JetBlue, provided
                              however, that JetBlue shall continue to pay to
                              LiveTV the minimum Service Charge on such
                              Additional Aircraft in effect during the period
                              such System remains uninstalled; or
                        (iii) Promptly transfer the System to any new owner,
                              lessee or lessor, provided that LiveTV concludes
                              an Agreement with such new owner, lessee or lessor
                              for said System, on terms acceptable to LiveTV in
                              its sole discretion, in which instance, JetBlue
                              shall be relieved of further liability to LiveTV
                              for the System.

            11.4 EXCUSABLE DELAY.

                  LiveTV shall not be liable for failure to perform its
      obligations under this Agreement when caused by acts of God, acts of the
      common enemy, war or military activity, insurrection or sabotage, the
      elements, earthquakes, floods, fires, explosions or other catastrophes,
      severe weather, accidents, epidemics or quarantine restrictions, acts of
      local or national government or public agencies, riots, labor disputes or
      shortages, lockouts (other than by LiveTV itself), delays of a supplier of
      LiveTV, or other causes beyond the reasonable control of and without fault
      or negligence of LiveTV. If a strike, industrial disturbance, or work
      stoppage affects the ability of LiveTV to fulfill its obligations
      hereunder, then LiveTV will exert its best efforts to fulfill its
      obligations through the use of management personnel, where practical, or
      any other reasonable means available to LiveTV. In the event of any such
      delay, the date for shipment shall be deferred for a period equal to the
      time lost by reason of the delay. If a shipment is delayed as a result of
      any action or in action of JetBlue, LiveTV may invoice JetBlue for the
      Products as of the scheduled shipment date and may charge JetBlue for the
      warehousing and other expenses incurred because of the delay. In the event
      of any such delay, the date for shipment shall be deferred for a period
      equal to the time lost by reason of the delay.

                  11.4.1 INVOICING. During any period of excusable delay, LiveTV
                         shall proportionately adjust its invoicing for the
                         Service Charges to delete any affected Aircraft, or
                         suspend its invoicing for the monthly Service Charges
                         should all Aircraft be affected.

                  11.4.2 TERMINATION OF FLEET. In the event of excusable delays
                         affecting a minimum of (i) thirty percent (30%) of the
                         Fleet or (ii) five (5) Approved Aircraft (whichever is
                         a larger number of Approved Aircraft) for a


Agreement between JetBlue and LiveTV                                          34
December 17, 2001


                        minimum of six (6) cumulative months per Approved
                        Aircraft out of a rolling twenty four (24) month period
                        for each of the affected Aircraft, JetBlue may terminate
                        this Agreement for all Aircraft in the Fleet.

                  11.4.3 RESUMPTION. LiveTV and JetBlue agree promptly upon the
                         removal of the cause or causes of delay under this
                         Article 11.4, to resume full performance of their
                         obligations under this Agreement subject to the
                         termination rights in Article 11.1.

                  11.4.4 MONIES DUE. The party's obligation to pay all invoices
                         to each other shall survive any termination or
                         expiration of this Agreement, and termination of this
                         Agreement shall be without prejudice to any other
                         remedies the parties may have hereunder or under
                         applicable law. Upon termination of this Agreement, any
                         monies otherwise due and owing to a party shall be
                         first offset against any indebtedness whatsoever owing
                         that party.

ARTICLE 12. LIMITATION OF LIABILITY

                  Notwithstanding anything to the contrary contained in this
      agreement, in no event shall either party be liable for any incidental or
      consequential damages of the other party, whether foreseeable or not and
      regardless of the form, legal theory or basis of recovery of any such
      claim.

ARTICLE 13. INTELLECTUAL PROPERTY INDEMNIFICATION

            13.1 CLAIMS OF DIRECT PATENT INFRINGEMENT.

                  Subject to the provisions of Articles 13.2, 13.3, 13.4, 13.5,
      and 13.6 hereof, to the best of LiveTV's knowledge, the Products when and
      as manufactured and leased by LiveTV to JetBlue shall be free of any
      rightful third party claim of direct infringement by such Product.

            13.2 INDEMNIFICATION BY LIVETV.

                  LiveTV hereby agrees, at its own expense, that it will defend
      any suit alleging direct infringement instituted against JetBlue (but not
      subsidiaries or customers of JetBlue), and indemnify JetBlue against any
      award of damages and costs for direct infringement (including reasonable
      attorney's fees) made against JetBlue by a court of last resort insofar as
      the award of damages is based on a final determination that the Products
      as and when furnished by LiveTV to JetBlue hereunder directly infringed
      any patent, trademark or copyright of the United States. Indemnification
      of costs under this provision shall extend only to actual costs assessed.
      This indemnity shall not apply to Products made by LiveTV or modified by


Agreement between JetBlue and LiveTV                                          35
December 17, 2001


      LiveTV in accordance with JetBlue' specifications. This indemnity is
      subject to Articles 13.2, 13.3, 13.4, 13.5, and 13.6 hereof.

            13.3 CONDITIONS UNDER WHICH INDEMNIFICATION APPLIES.

                  LiveTV's obligations to indemnify JetBlue as listed in Article
      13.2 above, are conditioned on the following: (i) LiveTV shall be notified
      promptly in writing by JetBlue of any notice of such claim but in no event
      later than fifteen (15) days after JetBlue shall have received any notice
      thereof; (ii) LiveTV shall, at its option, have sole control of the
      defense of any action on such claim and all negotiations for its
      settlement or compromise; (iii) JetBlue shall fully cooperate with LiveTV
      in the defense and all related settlement negotiations; and/or (iv) should
      the Product become or in LiveTV's opinion be likely to become the subject
      of such a claim of direct infringement, then JetBlue shall permit LiveTV,
      at its option and expense, (1) to procure for JetBlue the right to
      continue using the Product, (2) to replace or to modify the same so that
      it becomes non-infringing, maintaining the same or equivalent
      functionality or (3) to remove the Product relieve JetBlue of further
      payments under this agreement, and pay the costs of removal/restoration
      and transportation back to LiveTV.

            13.4 EXCLUSIONS.

                  Notwithstanding Articles 13.1, 13.2, and 13.3 above, LiveTV,
      shall have no liability to JetBlue if any claim of patent or copyright
      infringement is based upon or arises out of: (i) alterations by JetBlue or
      the customer of the Products furnished by LiveTV, (ii) failure of JetBlue
      to use updated Products provided by LiveTV for avoiding infringement;
      (iii) use of the Products furnished by LiveTV in combination with
      apparatus or software not furnished by LiveTV, (iv) use of the Products
      furnished by LiveTV in any manner for which the same were neither designed
      nor contemplated; or (v) a patent, trademark or copyright in which JetBlue
      or an affiliate or subsidiary of JetBlue has a direct or indirect interest
      by license or otherwise.

            13.5 DISCLAIMER OF WARRANTY AGAINST INFRINGEMENT.

                  THE WARRANTIES SET FORTH IN THIS ARTICLE 13 ARE IN LIEU OF ALL
      OTHER WARRANTIES, EXPRESS OR IMPLIED, WITH REGARD TO ANY CLAIM OF
      INFRINGEMENT. ANY WARRANTY AGAINST INFRINGEMENT THAT MAY BE PROVIDED IN
      SECTION 2-312(3) OF THE UNIFORM COMMERCIAL CODE AND/OR IN ANY OTHER
      COMPARABLE STATE STATUTE IS EXPRESSLY DISCLAIMED.

            13.6 LIMITATION OF LIABILITY FOR INFRINGEMENT CLAIMS.

                  The provisions of Articles 13.1 through 13.5 above state the
      entire liability of LiveTV for any claim arising from, or based upon,
      patent, trademark or copyright infringement.


Agreement between JetBlue and LiveTV                                          36
December 17, 2001


            13.7 INDEMNIFICATION BY JETBLUE.

                  JETBLUE AGREES THAT IT WILL DEFEND, INDEMNIFY AND HOLD
      HARMLESS LIVETV (AND ITS OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS) IN THE
      SAME MANNER AND TO THE SAME EXTENT DESCRIBED IN ARTICLES 13.2 AND 13.3
      HEREOF IN THE EVENT OF ANY SUIT OR CLAIM BROUGHT AGAINST LIVETV (AND/OR
      ITS OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS) IN WHICH THE ALLEGED
      INFRINGEMENT ARISES FROM: (I) GOODS MANUFACTURED TO JETBLUE DESIGN, OR IN
      ACCORDANCE WITH JETBLUE SPECIFICATIONS, OR (II) ALTERATION(S) OF THE
      PRODUCT(S) BY JETBLUE OR FROM THE COMBINATION OF THE PRODUCT(S) WITH
      SYSTEM, SOFTWARE OR PRODUCTS NOT SUPPLIED BY LIVETV.

ARTICLE 14. CONFIDENTIALITY

                  JetBlue and LiveTV acknowledge and agree that the information
      each has provided or shall provide in connection with the negotiation of
      and performance of this Agreement has been provided in confidence, and
      shall remain confidential and proprietary to the party supplying such
      information (the "Confidential Information"). Each party agrees that they
      have not and will not reveal the same to any third party or use the same
      for any purpose other than performing its obligations hereunder or as
      otherwise permitted hereunder except: (i) if the Confidential Information
      is in the public domain at the time of disclosure; (ii) at the written
      direction of the other party; (iii) to the extent the Confidential
      Information has been acquired by the disclosing party prior to the time of
      disclosure by means not in violation of this Agreement or any law which
      was known to the disclosing party or which the disclosing party should
      have known with reasonable care, (iv) to the extent necessary to comply
      with the law or valid order of a court of competent jurisdiction, in which
      event the disclosing party shall, if permitted by law, so notify the other
      party as promptly as practicable and shall, upon request of the
      non-disclosing party at the expense of the non-disclosing party, obtain a
      protective order with respect to such Confidential Information; and (v) as
      part of its normal reporting or review procedure to its parent company,
      its auditors and its attorneys, provided that such parent company,
      auditors and attorneys agree to be bound by the provisions of this Article
      14. The parties expressly acknowledge and agree that the LiveTV Technical
      Specification shall constitute Confidential Information, is the sole
      property of LiveTV regardless of the manner in which such Technical
      Standards are developed. No Confidential Information of this type or any
      other shall be shared by JetBlue with any subcontractor or other component
      manufacturer or provider or other party, unless and until such party
      agrees to be bound by the provisions of this Article 14 and LiveTV
      expressly approves the disclosure of such relevant Confidential
      Information to such party. JetBlue shall remain responsible and liable for
      the compliance by any such party with the provisions of this Article 14.


Agreement between JetBlue and LiveTV                                          37
December 17, 2001


ARTICLE 15. MISCELLANEOUS

            15.1 NOTICES.

                  All notices and other communications required or authorized
      hereunder shall be given in writing either by personal delivery, by means
      of a bonded delivery service (such as FedEx or DHL), by registered or
      certified express mail, or by telex or telegraph addressed to the other
      party as follows:

                  To JetBlue:
                  JetBlue Airways Corporation
                  80-02 Kew Gardens Road, 4th floor
                  Kew Gardens, NY 11415-3600

                  To LiveTV:
                  LiveTV, LLC
                  17481 Red Hill Avenue
                  Irvine, CA 92614-5630
                  Attention: Andre de Greef, President.

                  Or to such other addresses as directed in writing by one party
      to the other from time to time.

                  The date upon which the addressee receives any such
      communication shall be deemed to be the effective date thereof, provided
      always that such communication is by means of a method authorized
      hereunder. Facsimiles shall be effective only upon receipt of a copy by a
      method authorized herein.

            15.2 EXPORT ASSURANCES.

                  JetBlue represents and warrants to LiveTV that it shall not
      export or re-export Products provided by LiveTV under this Agreement in
      violation of U.S. export laws and regulations. JetBlue shall be solely
      responsible for compliance with and for the obtaining of any required
      export licenses.

                  If LiveTV discloses technology or software to JetBlue relative
      to this Agreement, JetBlue hereby gives assurance to LiveTV that it will
      not knowingly (unless it has obtained prior written authorization from the
      U.S. Department of Commerce or is otherwise permitted by the U.S.
      Department of Commerce Export Administration Regulations) re-export or
      otherwise disclose, directly or indirectly, any technology or software
      received from LiveTV, nor allow the direct product thereof to any
      countries proscribed by Part 779.4 of the U.S. Department of Commerce
      Export Administration Regulations or to any other country otherwise
      proscribed by the U.S. Treasury Department.

                  JetBlue acknowledges that if it sells or leases aircraft
      containing LiveTV Products


Agreement between JetBlue and LiveTV                                          38
December 17, 2001


      provided by LiveTV under this Agreement to any country proscribed by the
      U.S. Treasury Department or to any company located in a proscribed
      country, LiveTV is prohibited from performing maintenance or repair on
      that system so long as that system is owned or leased by the proscribed
      country or by a company located in the proscribed country.

            15.3 REPRESENTATIONS AND WARRANTIES.

                  Each of the parties represents and warrants that: it is a
      corporation or Limited Liability Company, duly organized, validly existing
      and in good standing under the laws of the state of its incorporation; it
      has full power and authority to enter into the Agreement and perform its
      obligations hereunder and has taken all action necessary to execute and
      deliver this Agreement; this Agreement constitutes its valid and legally
      binding obligation; and execution of the Agreement and performance of its
      obligations hereunder does not and will not violate any law or result in a
      material breach of or material default under the terms of any contract or
      agreement by which such party is bound.

            15.4 INDEMNIFICATION.

                  15.4.1 LiveTV hereby agrees to indemnify, protect and hold
                         JetBlue, its officers, agents or employees harmless
                         from and against all liabilities, claims, damages,
                         losses, costs and expenses (including reasonable
                         attorney and court expenses) for all injuries or death
                         of any person, damage to any property occurring,
                         directly or indirectly, from the operation or
                         installation of the system, unless resulting from the
                         gross negligence or willful misconduct of JetBlue.

                  15.4.2 Each party shall indemnify the other, its affiliates
                         and their respective employees, officers, directors,
                         agents and employees (collectively, "Indemnities") from
                         and against any fine, penalty, loss, cost, damage,
                         injury, claim expense or liability, including, without
                         limitation, any attorneys' fees (each, a "Liability")
                         arising out of, directly or indirectly, a breach of the
                         indemnifying party's obligations under this Agreement.
                         In addition, LiveTV shall indemnify and hold harmless
                         JetBlue and the JetBlue Indemnities from and against
                         any Liability arising from the content of any
                         Programming (including without limitation claims
                         relating to trademark, copyright, music, music
                         performance and other proprietary interests); provided,
                         however, LiveTV's obligation to indemnify JetBlue with
                         respect thereto is expressly limited to the same extent
                         of such indemnification provided to LiveTV pursuant to
                         its agreement with the DBS service provider.


Agreement between JetBlue and LiveTV                                          39
December 17, 2001



                  15.4.3 In the event of any claim or suit relating to any
                         matter for which one party has agreed to provide
                         indemnification under this Agreement, the indemnified
                         party shall promptly provide notice of such claim or
                         suit to the indemnifying party; provided, however, the
                         failure of the indemnified party to promptly notify the
                         indemnifying party thereof shall not relieve the
                         indemnifying party of its indemnification obligations
                         except to the extent the indemnifying party has been
                         materially prejudiced thereby. The indemnifying party
                         shall then have the option to control the conduct of
                         the claim or suit and the indemnified party shall
                         reasonably cooperate in the conduct of such claim or
                         suit at the expense of the indemnifying party. The
                         indemnified party may, if it wishes and at its expense,
                         retain separate counsel to participate in the claim or
                         suit, in which event the indemnifying party and its
                         counsel shall reasonably cooperate with the indemnified
                         party and such counsel. In no event, however, may there
                         be a settlement of any such claim or suit without the
                         written consent of the indemnifying party, which
                         consent shall not be unreasonably withheld or delayed.
                         The indemnifying party may settle any such claim or
                         suit without the consent of the indemnified party, but
                         only if the sole relief awarded are monetary damages.

            15.5 DISCLAIMER.

                  LIVETV WILL NOT BE LIABLE FOR INCIDENTAL OR CONSEQUENTIAL
      DAMAGES OR FOR ANY LOSS OF USE, REVENUE OR PROFIT SUFFERED BY JETBLUE AS A
      RESULT OF LIVETV SUPPLY OF OR FAILURE TO SUPPLY SYSTEMS, PROGRAMMING, OR
      PRODUCT SUPPORT, NOR SHALL LIVETV'S LIABILITY FOR ANY CLAIMS OR DAMAGE
      ARISING OUT OF OR CONNECTED WITH THIS AGREEMENT EXCEED THE AMOUNT OF
      SERVICE CHARGES PAID BY JETBLUE HEREUNDER.

            15.6 ASSIGNMENTS.

                  This Agreement shall inure to the benefit of, and be binding
      on, each of the parties hereto and their respective successors and
      assignees; however, except as provided for below, it may not be assigned
      in whole or in part by either party without prior written consent of the
      other party, except that either party's interest shall be assignable
      through merger, consolidation, reorganization, sale or transfer of
      substantially all of its assets, as long as there is no essential change
      in the application of the terms and conditions of this Agreement as they
      affect the non-assigning party. Notwithstanding anything contained herein
      to the contrary, the parties acknowledge and agree that LiveTV shall have
      the right to assign its rights hereunder in a financing transaction with a
      third party lender.

            15.7 NO THIRD PARTY BENEFICIARIES.

                  The provisions of this Agreement are for the benefit of the
      parties and not for any other person.


Agreement between JetBlue and LiveTV                                          40
December 17, 2001


            15.8 GOVERNING LAW.

                  This Agreement shall be governed by and construed in
      accordance with the laws of the State of California, U.S.A. applicable to
      Contracts entered into and fully performed therein, except to the extent
      that the parties respective rights are subject to mandatory local, state,
      and federal laws and regulations.

            15.9 MODIFICATIONS AND AMENDMENTS.

                  This Agreement contains the entire understanding of the
      parties as to its subject matter and shall not be modified, except by an
      instrument in writing duly executed by the parties to this Agreement.

            15.10 SEVERABILITY.

                  If any provision of this Agreement is declared by a court of
      competent jurisdiction to be invalid, illegal, or unenforceable, such
      declaration shall not, in and of itself, nullify the remaining provisions
      of this Agreement. The invalid, illegal, or unenforceable provision or
      provisions shall be severed from the remaining provisions of this
      Agreement, and the Agreement shall be enforceable as to the remaining
      provisions, unless LiveTV, in its sole discretion, decides that such
      declaration is contrary to the original intent of the parties, and/or the
      economic effect of the original Agreement, in which event this Agreement
      shall be voidable at the election of LiveTV. If any provision of this
      Agreement is inapplicable to any circumstance, it shall nevertheless
      remain applicable to all other circumstances.

            15.11 WAIVER.

                  The failure of any party to insist upon strict performance of
      any provision of this Agreement shall not be construed as a waiver of any
      subsequent breach of the same or similar nature. All rights and remedies
      reserved to either party shall be cumulative and shall not be in
      limitation of any other right or remedy which such party may have at law
      or in equity.

            15.12 ENTIRE AGREEMENT, MODIFICATIONS AND ARTICLE HEADINGS.

                  This Agreement sets forth the entire agreement and
      understanding of the parties relating to the subject matter hereof and
      supersedes all prior agreements, arrangements or understandings relating
      to the subject matter hereof. This Agreement shall not be modified other
      than in writing, signed by each of the parties hereto. The section
      headings are for the convenience of the parties only and shall not be
      given any legal effect or otherwise affect the interpretation of this
      Agreement.


Agreement between JetBlue and LiveTV                                          41
December 17, 2001


            15.13 NO PARTNERSHIP.

                  Nothing is this Agreement shall be construed to create an
      agency, partnership or joint venture between the parties hereto, nor shall
      any similar relationship be deemed to exist between them. Neither party
      hereto shall represent itself to third parties as the agent, partner, or
      joint venturer of the other.

            15.14 ENGLISH LANGUAGE.

                  All information specified in any reports and on all
      correspondence hereunder shall be submitted in the English language.

            15.15 SURVIVAL OF RIGHTS OF PARTIES.

                  The expiration or termination of this Agreement shall not
      release either party hereto from any liability, obligation or agreement
      which, pursuant to any provision of this Agreement, is to survive or to be
      performed after any such expiration or termination.

            15.16 TRADEMARKS AND TRADE NAMES.

                  JetBlue does not by the operation of this Agreement or
      otherwise acquire any right or interest in any trademark or trade name
      owned, used or claimed now or in the future by LiveTV.

            15.17 NO FURTHER OBLIGATIONS.

                  The parties acknowledge and agree that upon termination of
      this Agreement, except with respect to those provisions of this Agreement,
      which would survive pursuant to Article 15.15 above, neither party shall
      have any further liability or obligation to the other party.

            15.18 NOTIFICATION OF OFFER

                  In the event a third party undertakes discussions to purchase
      a controlling interest in LiveTV and the disclosure of the existence of
      such discussions is not restricted otherwise, LiveTV shall provide JetBlue
      notice that such discussions have been undertaken. Except as specifically
      set forth in this Section 15.18, LiveTV shall have no other obligations to
      JetBlue regarding the subject matter hereof including but not limited to
      any obligation to disclose the substance of the discussions or engage in
      any good faith discussions or negotiations with JetBlue regarding a
      possible transaction between LiveTV and JetBlue.

            15.19 SIGNATURE OF THE PARTIES.

                  IN WITNESS WHEREOF, each of the parties hereto have caused
      this Agreement to be signed by their duly authorized representatives.

For and on behalf of                        For and on behalf of


Agreement between JetBlue and LiveTV                                          42
December 17, 2001


JetBlue Airways Corporation                 LiveTV, LLC


By: /s/ T. E. Anderson                      By: /s/ Jeffrey A. Fricso
   -----------------------------------         --------------------------------

Printed Name: THOMAS E. ANDERSON            Printed Name: Jeffrey A. Frisco
             -------------------------                   ----------------------

Title: VICE PRESIDENT                       Title: Vice President
      --------------------------------            ------------------------------

Date: DECEMBER 19, 2001                     Date: December 20, 2001
     ---------------------------------           -------------------------------

Witness: /s/ Roger Hughes                   Witness: Luwana Paramore
        ------------------------------              ----------------------------


Agreement between JetBlue and LiveTV                                          43
December 17, 2001



                                    ANNEX "A"

                            To the Agreement between
                   JetBlue Airways Corporation and LiveTV, LLC

                                LIST OF AIRCRAFT

                         Revision B

                            To the Agreement between
                   JetBlue Airways Corporation and LiveTV, LLC

------------------------------------------------------------------------------------------------- Schedule AIRCRAFT AIRCRAFT REGISTRATION/SERIAL Installation/Title Transfer Term of Number Type NUMBER Date Agreement ------------------------------------------------------------------------------------------------- 1 A320 N5O3JB/1123 12/03/99 (installed) 96 months ------------------------------------------------------------------------------------------------- 2 A320 N5O4JB/1156 01/28/00 (installed) 96 months ------------------------------------------------------------------------------------------------- 3 A320 N5O5JB/1173 03/07/00 (installed) 96 months ------------------------------------------------------------------------------------------------- 4 A320 N5O6JB/1235 06/09/00 (installed) 96 months ------------------------------------------------------------------------------------------------- 5 A320 N5O7JB/1240 06/23/00 (installed) 96 months ------------------------------------------------------------------------------------------------- 6 A320 N508JB/1257 07/12/00 (installed) 96 months ------------------------------------------------------------------------------------------------- 7 A320 N5O9JB/1270 07/29/00 (installed) 96 months ------------------------------------------------------------------------------------------------- 8 A320 N51OJB/1280 08/11/00 (installed) 96 months ------------------------------------------------------------------------------------------------- 9 A320 N516JB/1302 10/06/00 (installed) 96 months ------------------------------------------------------------------------------------------------- 10 A320 N517JB/1327 11/08/00 (installed) 96 months ------------------------------------------------------------------------------------------------- 11 A320 N519JB/1398 02/09/01 (installed) 96 months ------------------------------------------------------------------------------------------------- 12 A320 N52OJB/1446 04/11/01 (installed) 96 months ------------------------------------------------------------------------------------------------- 13 A320 N521JB/1452 04/21/01 (installed) 96 months ------------------------------------------------------------------------------------------------- 14 A320 N522JB/1464 05/11/01 (installed) 96 months ------------------------------------------------------------------------------------------------- 15 A320 N523JB/1506 07/13/01 (installed) 96 months -------------------------------------------------------------------------------------------------
Agreement between JetBlue and LiveTV 44 December 17, 2001 -------------------------------------------------------------------------------- 16 A32O N524JB/1528 [****]/01 96 months -------------------------------------------------------------------------------- 17 A320 N526JB/TBD [****]/01 96 months -------------------------------------------------------------------------------- 18 A320 N527JB/TBD [****]/01 96 months -------------------------------------------------------------------------------- 19 A320 N528JB/TBD [****]/01 96 months -------------------------------------------------------------------------------- 20 A320 N529JB/TBD [****]/01 96 months -------------------------------------------------------------------------------- 21 A320 N531JB/TBD [****]/01 96 months -------------------------------------------------------------------------------- 22 A320 N533JB/TBD [****]/02 96 months -------------------------------------------------------------------------------- 23 A320 N534JB/TBD [****]/02 96 months -------------------------------------------------------------------------------- 24 A320 N535JB/TBD [****]/02 96 months -------------------------------------------------------------------------------- 25 A320 N536JB/TBD [****]/02 96 months -------------------------------------------------------------------------------- 26 A320 N537JB/TBD [****]/02 96 months -------------------------------------------------------------------------------- 27 A320 N542JB/TBD [****]/02 96 months -------------------------------------------------------------------------------- 28 A320 N543JB/TBD [****]/02 96 months -------------------------------------------------------------------------------- 29 A320 N544JB/TBD [****]/02 96 months -------------------------------------------------------------------------------- 30 A320 N546JB/TBD [****]/02 96 months -------------------------------------------------------------------------------- 31 A320 N547JB/TBD [****]/02 96 months -------------------------------------------------------------------------------- 32 A320 N548JB/TBD [****]/02 96 months -------------------------------------------------------------------------------- 33 A320 N552JB/TBD [****]/03 96 months -------------------------------------------------------------------------------- 34 A320 TBD [****]/03* 96 months -------------------------------------------------------------------------------- 35 A320 N553JB/TBD [****]/03 96 months -------------------------------------------------------------------------------- 36 A320 N554JB/TBD [****]/03 96 months -------------------------------------------------------------------------------- 37 A320 N556JB/TBD [****]/03 96 months -------------------------------------------------------------------------------- 38 A320 N558JB/TBD [****]/03 96 months -------------------------------------------------------------------------------- 39 A320 N559JB/TBD [****]/03 96 months --------------------------------------------------------------------------------
Agreement between JetBlue and LiveTV 45 December 17, 2001 -------------------------- [****] Represents material which has been redacted and filed separately with the Commission pursuant to a request for confidential treatment pursuant to Rule 406 under the Securities Act of 1933, as amended. ------------------------------------------------------------------------------- 40 A320 N561JB/TBD [****]/03 96 months ------------------------------------------------------------------------------- 41 A320 N562JB/TBD [****]/03 96 months ------------------------------------------------------------------------------- 42 A320 N563JB/TBD [****]/03 96 months ------------------------------------------------------------------------------- 43 A320 N564JB/TBD [****]/03 96 months ------------------------------------------------------------------------------- 44 A320 N565JB/TBD [****]/04 96 months ------------------------------------------------------------------------------- 45 A320 N568JB/TBD [****]/04 96 months ------------------------------------------------------------------------------- 46 A320 N569JB/TBD [****]/04 96 months ------------------------------------------------------------------------------- 47 A320 N571JB/TBD [****]/04 96 months ------------------------------------------------------------------------------- 48 A320 N579JB/TBD [****]/04 96 months ------------------------------------------------------------------------------- 49 A320 N58OJB/TBD [****]/04 96 months ------------------------------------------------------------------------------- 50 A320 N581JB/TBD [****]/04 96 months ------------------------------------------------------------------------------- 51 A320 N583JB/TBD [****]/04 96 months ------------------------------------------------------------------------------- 52 A320 N584JB/TBD [****]/04 96 months ------------------------------------------------------------------------------- 53 A320 N585JB/TBD [****]/04 96 months ------------------------------------------------------------------------------- 54 A320 N587JB/TBD Year 2005 Firm 96 months ------------------------------------------------------------------------------- 55 A320 N588JB/TBD Year 2005 Firm 96 months ------------------------------------------------------------------------------- 56 A320 N589JB/TBD Year 2005 Firm 96 months ------------------------------------------------------------------------------- 57 A320 N590JB/TBD Year 2005 Firm 96 months ------------------------------------------------------------------------------- 58 A320 N591JB/TBD Year 2005 Firm 96 months ------------------------------------------------------------------------------- 59 A320 N592JB/TBD Year 2005 Firm 96 months ------------------------------------------------------------------------------- 60 A320 N593JB/TBD Year 2005 Firm 96 months ------------------------------------------------------------------------------- 61 A320 N594JB/TBD Year 2005 Firm 96 months ------------------------------------------------------------------------------- 62 A320 N594JB/TBD Year 2005 Firm 96 months ------------------------------------------------------------------------------- 63 A320 TBD Year 2005 Firm 96 months -------------------------------------------------------------------------------
Agreement between JetBlue and LiveTV 46 December 17, 2001 -------------------------- [****] Represents material which has been redacted and filed separately with the Commission pursuant to a request for confidential treatment pursuant to Rule 406 under the Securities Act of 1933, as amended. ------------------------------------------------------------------------------- 64 A320 TBD Year 2005 Firm 96 months ------------------------------------------------------------------------------- 65 A320 TBD Year 2006 Firm 96 months ------------------------------------------------------------------------------- 66 A320 TBD Year 2006 Firm 96 months ------------------------------------------------------------------------------- 67 A320 TBD Year 2006 Firm 96 months ------------------------------------------------------------------------------- 68 A320 TBD Year 2006 Firm 96 months ------------------------------------------------------------------------------- 69 A320 TBD Year 2006 Firm 96 months ------------------------------------------------------------------------------- 70 A320 TBD Year 2007 Firm 96 months ------------------------------------------------------------------------------- 71 A320 TBD Year 2007 Firm 96 months ------------------------------------------------------------------------------- 72 A320 TBD Year 2007 Firm 96 months ------------------------------------------------------------------------------- 73 A320 TBD Year 2007 Firm 96 months -------------------------------------------------------------------------------
Agreement between JetBlue and LiveTV 47 December 17, 2001 ANNEX "A-1" To the Agreement between JETBLUE AIRWAYS CORPORATION AND LIVETV, LLC AIRCRAFT QUANTITY DISCOUNT ($ PER MONTH) [****] Agreement between JetBlue and LiveTV 48 December 17, 2001 -------------------------- [****] Represents material which has been redacted and filed separately with the Commission pursuant to a request for confidential treatment pursuant to Rule 406 under the Securities Act of 1933, as amended. ANNEX "B" To the Agreement between JetBlue Airways Corporation and LiveTV, LLC Type of Aircraft: A320 System LTV2000
-------------------------------------------------------------------------------- Part Number Description Quantity Per Shipset -------------------------------------------------------------------------------- 186586-1 ANTENNA SYSTEM 1 -------------------------------------------------------------------------------- 3040484-101 IF INTERFACE ASSEMBLY 1 -------------------------------------------------------------------------------- 3042911-101 CABLE ASSY, COAX--GPS 1 -------------------------------------------------------------------------------- 3042912-101 CABLE ASSY, COAX--GPS FEED THRU 1 -------------------------------------------------------------------------------- 3042913-101 CABLE ASSY, COAX--ANTENNA 1 -------------------------------------------------------------------------------- 3042914-101 CABLE ASSY, SERIAL--ACS/ANTENNA 1 -------------------------------------------------------------------------------- 3042915-101 CABLE ASSY, POWER, OUTPUT--ACS 1 -------------------------------------------------------------------------------- 3042918-101 CABLE ASSY, TWINAX--RSSI 1 -------------------------------------------------------------------------------- 3042919-102 CABLE ASSY, COAX STRAIGHT/STRAIGHT 1 -------------------------------------------------------------------------------- 3042919-103 CABLE ASSY, COAX STRAIGHT/STRAIGHT 1 -------------------------------------------------------------------------------- 3040447-102 MODULE ASSY--MRM 2 -------------------------------------------------------------------------------- 3042921-101 CABLE ASSY--MRM TRAY 2 -------------------------------------------------------------------------------- 3042922-101 CABLE ASSY, POWER--RDA 1 -------------------------------------------------------------------------------- 3042865-102 SEAT ELECTRONICS BOX ASSEMBLY 54 -------------------------------------------------------------------------------- 3042849-101 RE DISTRIBUTION ASSEMBLY 1 -------------------------------------------------------------------------------- 3042873-101 CABLE ASSY--SEAT TO SEAT 48 -------------------------------------------------------------------------------- 3042875-101 CABLE ASSY--TERMINATOR 2 -------------------------------------------------------------------------------- 177223-01 CREDIT CARD READER 162 -------------------------------------------------------------------------------- 177357-01 LPCU, TOPMOUNT, LIVETV 162 -------------------------------------------------------------------------------- 177222-01 LVDU, 5.6 INCH 162 -------------------------------------------------------------------------------- TBD VIDEO SERVER 1 -------------------------------------------------------------------------------- TBD VIDEO SERVER CABLING SET 1 -------------------------------------------------------------------------------- TBD WIRELESS AIRBORNE UNIT (WAU) 1 -------------------------------------------------------------------------------- TBD WADL RF ASSEMBLY 1 -------------------------------------------------------------------------------- TBD WADL ANTENNA 1 -------------------------------------------------------------------------------- TBD WADL CABLING SET 1 --------------------------------------------------------------------------------
Note: Above part numbers may change due to design changes. Agreement between JetBlue and LiveTV 49 December 17, 2001 ANNEX "C" To the Agreement between JetBlue Airways Corporation and LiveTV, LLC PROVISION KITS Type of Aircraft: A320 System LTV2000
-------------------------------------------------------------------------------- Part Number Description Quantity Per Shipset -------------------------------------------------------------------------------- 98F5933000-5 INSTALLATION KIT 1 -------------------------------------------------------------------------------- 3042916-101 CABLE ASSY, POWER, INPUT--ACS 1 -------------------------------------------------------------------------------- 3042917-101 CABLE ASSY, SERIAL INTFC--ACS 1 -------------------------------------------------------------------------------- 3042920-101 CABLE ASSY, COAX--IFI 1 -------------------------------------------------------------------------------- 3042874-102 CABLE ASSY -- FIRST ZONE FEED 1 -------------------------------------------------------------------------------- 3042895-103 CABLE ASSY -- ZONE FEED 1 -------------------------------------------------------------------------------- 3042895-104 CABLE ASSY -- ZONE FEED 1 -------------------------------------------------------------------------------- 172789-XX CABLE ASSY, VDU TPL 54 -------------------------------------------------------------------------------- 177303-XX CABLE ASSY, SEB TO LPCU/RJM 54 -------------------------------------------------------------------------------- 171334-10 MODULE, ELECTRICAL JACK, SINGLE PIN, NO RESISTORS 162 --------------------------------------------------------------------------------
Note: Above part numbers may change due to design changes. Agreement between JetBlue and LiveTV 50 December 17, 2001 ANNEX "D" To the Agreement between JetBlue Airways Corporation and LiveTV, LLC SYSTEM REQUIREMENT SPECIFICATION (SRS) FOR THE LIVETV ENTERTAINMENT SYSTEM LTV2000 FOR JETBLUE AIRWAYS CORPORATION Revision 20 August 1999 DOCUMENT NO. 7003998 Agreement between JetBlue and LiveTV 51 December 17, 2001 [****] -------------------------- [****] Represents material which has been redacted and filed separately with the Commission pursuant to a request for confidential treatment pursuant to Rule 406 under the Securities Act of 1933, as amended. ANNEX "E" To the Agreement between JetBlue Airways Corporation and LiveTV, LLC Seat Modification and Installation for Aircraft #1, #2 and #3 LiveTV will be responsible for the design, fabrication, modification, installation and certification efforts to deliver three (3) shipsets of seats with in-seat video installed to JetBlue. A total of one hundred sixty two (162) passenger positions per aircraft will be provided. JetBlue shall deliver to LiveTV the unmodified seats, Model Weber 5150, at a location and according to a schedule, mutually to be agreed upon. The following activities are LiveTV's responsibility for these three (3) shipsets: 1. Modification of all seatbacks to accept television monitors and credit card readers. 2. Installation of television monitors and credit card readers. 3. Modification of the seat armrests to accept LiveTV Passenger Control Unit and headphone jacks. 4. Installation of the Passenger Control Units and headphone jacks. 5. Installation of all in-seat cables and harnesses. 6. Installation of one (1) Seat Electronics Box (SEB) per triple seatgroup. 7. Installation of all necessary seat-mounting kits, cover plates and shrouds. 8. Modification and installation of the seat covers. 9. Test the seatgroup for proper operation. JetBlue and LiveTV, LLC Agreement December 05, 2001 JetBlue(TM) and LiveTV(TM) Proprietary Information 42 ANNEX "F" To the Agreement between JetBlue Airways Corporation and LiveTV, LLC Seat Modification and Installation for Aircraft # 4 and above. JetBlue will be responsible for delivering to LiveTV all seats for aircraft #4 and above fully Provisioned for In-Seat Video". These seats will be Model Weber 5150, and will be delivered to LiveTV at a location and according to a schedule mutually to be agreed upon. It is understood that "Provisioned for In-Seat Video" means that all seats have: 1. Cutouts to accept the video screen and credit card readers, including the necessary installation kits, shrouds and brackets. 2. Cutouts in the armrest to accept the LiveTV Passenger Control Unit and headphone jacks, including necessary installation kits. 3. All in-seat cables and harnesses installed and tested. 4. All necessary installation kits, brackets, cover plates and shrouds to accept the Seat Electronics Box (SEB) 5. Modified seat covers to accept seatback video screen and credit card reader. After receipt of the seats by LiveTV, LiveTV will: 1. Install the television monitors and credit card readers. 2. Install the Passenger Control Units and headphone jacks. 3. Install one (1) Seat Electronics Box (SEB) per triple seatgroup. 4. Test the seatgroup for proper operation. JetBlue and LiveTV, LLC Agreement December 05, 2001 JetBlue(TM) and LiveTV(TM) Proprietary Information 43 "Annex G" [****] -------------------------- [****] Represents material which has been redacted and filed separately with the Commission pursuant to a request for confidential treatment pursuant to Rule 406 under the Securities Act of 1933, as amended. JetBlue(TM) and LiveTV(TM) Proprietary Information 44 Annex H Certification Documents [****] -------------------------- [****] Represents material which has been redacted and filed separately with the Commission pursuant to a request for confidential treatment pursuant to Rule 406 under the Securities Act of 1933, as amended. JetBlue and LiveTV, LLC Agreement December 05, 2001 JetBlue(TM) and LiveTV(TM) Proprietary Information 48