To All Lifetime West Affiliates: The Lifetime West satellite feed on Satcom C3, transponder 4 is changing to PowerVu digital encryption in the Fall of 2003. To facilitate this change, Lifetime will supply eligible affiliates with a Scientific Atlanta model 9850 IRD to replace each Videocipher decoder currently in use. Lifetime's East feed is not affected by this change. To ease this transition, a simulcast of the PowerVu signal and the existing Videocipher signal will begin on September 15, 2003. Lifetime West affiliates will have 30 days during which they must make the transition. The Videocipher feed will be terminated on October 15, 2003. To determine eligibility, west feed affiliates must complete a request form for each IRD by Friday, June 27. Requests can be made: * Via the Lifetime Connection web-site: http://lifetimeconnection.com/powervu * By faxing a request form. Blank forms are available by sending an E-mail to Techsupport@lifetimetv.com with "PowerVu" in the subject line - a form will be Emailed to you. For those affiliates who qualify for a replacement, the following terms will apply: i. To enable your systems to decrypt Lifetime's West Coast digital feed, scheduled to begin in September 2003, Lifetime will provide you with Scientific-Atlanta's PowerVu Model D9850 Program Receiver ("IRD") at no cost for the equipment itself. ii. Immediately upon taking delivery of the IRD from Scientific-Atlanta, Inc., affiliate will assume full title and ownership of said IRD. iii. Affiliate will be responsible for all installation as well as maintenance and replacement costs for the IRD. iv. Upon taking delivery, affiliate will possess all benefits and burdens associated with ownership of the IRD, including without any limitations, any resulting tax liabilities from the ongoing ownership or use of said IRD. Benefits will include the one-year limited warranty on the IRD provided by Scientific Atlanta. v. As consideration for the provision of these no-cost IRDs, affiliate hereby accepts the preceding terms and conditions as applicable to the IRDs provided hereunder and further certifies that this acceptance is provided by a representative of the affiliate authorized to bind the affiliate. If you have questions regarding this program, contact your Lifetime regional representative, or send your questions to Techsupport@lifetimetv.com. Replacement IRDs will begin shipping in late August.