Amendment To Sales Agency Agreement

Confidential portions of this Agreement have been
omitted and filed separately with the Securities and
Exchange Commission under a
Confidential Treatment Request, pursuant to Rule 24b-2 of the
Securities Exchange Act of 1934, as amended


AMENDMENT TO


SALES AGENCY AGREEMENT


This Amendment (the "Amendment") to the Sales Agency Agreement dated March 14, 2002 (the "Agreement") between Pegasus Satellite Television, Inc. ("Pegasus") and Nucentrix Broadband Networks, Inc. ("Nucentrix") is made and entered into this 21st day of May, 2002 (the "Effective Date").


A. Pursuant to the terms of the Agreement,
Nucentrix acts as one of Pegasus'
commissioned sales agents to solicit certain
of Nucentrix's MMDS customers in the
Territory to order DIRECTV programming
services distributed by Pegasus.


B. The parties desire to amend certain terms of
the Agreement.


C. All capitalized terms not otherwise defined
herein shall have the meaning described in
the Agreement.


NOW, THEREFORE, in consideration of the mutual covenants contained herein and intending to be legally bound hereby, the parties agree as follows:


1. The following provision is hereby added to the Agreement
as Section 3.5 (h):


"At Pegasus' request, provide the Eligible MMDS
Subscriber with the current Pegasus referral brochure,
...