AMENDMENT TO EMPLOYMENT AGREEMENT

         This Amendment, dated January 7 2004 (the "Amendment"), to the
Employment Agreement, dated April 1, 2003 (the "Agreement"), by and between Ken
Boenish (the "Executive") and Colorado Satellite Broadcasting, Inc. ("CSB").
Terms not otherwise defined herein shall have the meaning described to them in
the Agreement.

                                W I T N E S S T H

         WHEREAS, the parties hereto desire to amend the Agreement as
hereinafter set forth.

         NOW, THEREFORE, in consideration of the mutual representations,
warranties, covenants and agreements contained in the Agreement, as amended, and
for other good and valuable consideration, the sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:

     1. Section 1 of the Agreement is hereby deleted in its entirety and
replaced with the following:

        EMPLOYMENT PERIOD. CSB hereby agrees to employ the Executive, and the
        Executive hereby agrees to accept employment by CSB, in accordance with
        the terms and conditions of this Agreement, for the period commencing on
        the date of this Agreement (the "Effective Date") and ending at midnight
        on March 31, 2006 (the "Employment Period").

     2. The Agreement, as amended by this Amendment, contains the entire
agreement between the parties hereto and there are no agreements, warranties or
representations which are not set forth therein or herein. This Amendment may
not be modified or amended except by an instrument in writing duly signed by or
on behalf of the parties hereto.

     3. This Amendment shall be governed by and construed and enforced in
accordance with the local laws of the State of Colorado applicable to agreements
made and to be performed entirely within the State, without regard to conflict
of laws principles.

     4. This Amendment may be executed simultaneously in any number of
counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument.



         IN WITNESS WHEREOF, the parties hereto have caused this agreement to be
executed by them or their duly authorized representatives as of the date first
written above.

                                           COLORADO SATELLITE BROADCASTING, INC.

                                           By:  /s/ Michael Weiner
                                                ----------------------------
                                           Name:    Michael Weiner
                                                ----------------------------
                                           Title:   CEO
                                                ----------------------------

                                           EXECUTIVE:

                                                /s/ Ken Boenish
                                               ----------------------------
                                                    Ken Boenish